on or before the Closing Date shall have been performed and complied with in
all Material Respects.
7.3.3. FCC Orders. The Final Orders referred to in Section 7.1 shall
not have imposed or resulted in the imposition of any condition that would be
unduly burdensome or materially adverse to Seller or any of its Affiliates.
7.3.4. Delivery of Documents by or on Behalf of Purchasers.
Purchasers shall have effected the deliveries required of them pursuant to
7.4. The Closing. (a) Subject to the satisfaction or waiver of the
other conditions precedent specified in Sections 7.1, 7.2 and 7.3 hereof, the
Closing will take place on the eighth business day after the later of (i) the
expiration or termination of the applicable waiting period under the HSR Act
and (ii) the satisfaction of the condition precedent set forth in clause (c) of
Section 7.1, subject to extension pursuant to Section 7.4(b). The Closing
will take place at the offices of Jones, Day, Reavis & Pogue at Metropolitan
Square, 1450 G Street N.W., Washington, D.C. 20005-2088.
(b) Subject to Section 7.5(b), if the Closing has not
occurred by the date specified in Section 7.4(a), then the Closing Date will be
extended to the earlier of (i) the fifth business day after the conditions set
forth in Sections 7.1, 7.2 and 7.3 shall have been satisfied or waived and (ii)
such other date, on or prior to July 15, 1994, to which Purchasers and Seller
(c) At the Closing, Seller will deliver to Purchasers at
the expense of Seller the following:
(1) Certificates of Seller. A certificate of
Seller, dated the Closing Date and signed by an authorized officer of
Seller, certifying that the conditions set forth in Sections 7.2.1 and
7.2.2 have been satisfied; and
(2) Opinion of Counsel. The opinion of Covington
& Burling, as counsel to the Seller, dated as of the Closing Date and
addressed to Purchasers, in substantially the form ofExhibit B, which
opinion may be based on reliance on an opinion attached to its opinion
from local counsel acceptable to Purchasers with respect to matters
appropriately covered by local counsel opinions.
(3) Title Insurance. Owner's policies of title
insurance for each item of Houston Owned Real Property and San Antonio
Owned Real Property, each of which policies (the "Title Policies")
will (i) be issued by a Title Company without any exceptions, other
than standard printed