Application for FCC Consent Clause Samples
Application for FCC Consent. (a) Seller and Buyer agree to proceed expeditiously, in good faith, and with due diligence and to use their good faith best efforts and to cooperate with each other in seeking the FCC’s approval of the assignment of the Licenses to Buyer or in the case of the Great Falls Closing, Buyer’s designee. Within ten (10) days after the date of this Agreement, each party shall prepare its portion of an application for consent to assign the Licenses (the “Assignment Application”) for electronic filing by Seller with the FCC, including all information, data, exhibits, resolutions, statements and other materials necessary and proper in connection with such Assignment Application. Seller and Buyer further agree expeditiously to prepare and submit amendments to the Assignment Application whenever such amendments are required by the FCC or its rules. Seller and Buyer will promptly provide to the other(s) a copy of any pleading, order or other document it receives from other parties relating to the Assignment Application. Buyer and Seller shall oppose any efforts by any third parties for action against the Assignment Application, and for reconsideration or judicial review of the grant by the FCC of the Assignment Application (but nothing in this Article 3 shall limit any party’s right to terminate this Agreement pursuant to Section 11.1 of this Agreement).
(b) Except as otherwise provided herein, each party will be solely responsible for the expenses incurred by it in the preparation, filing and prosecution of its respective portion of the Assignment Application. All filing fees imposed by the FCC shall be paid one-half (1/2) by Seller and one-half (1/2) by Buyer.
(c) Seller and Buyer agree to comply with any condition imposed by the FCC, except that no such party shall be required to comply with a condition that would have a material adverse effect upon it unless the condition was imposed as the result of a circumstance which constitutes a breach by that party of any of its representations, warranties or covenants in this Agreement, other than as set forth in Section 3.6 hereof.
Application for FCC Consent. Within five (5) business days after execution of this Agreement, Seller shall prepare and file an appropriate application (the "Application") with the FCC requesting its written consent to the assignment of the FCC Licenses for the Station to Buyer. Seller shall diligently take, or cooperate in the taking of, all steps necessary and appropriate to expedite the preparation of the Application and its prosecution to a favorable conclusion. Seller will promptly provide Buyer with a copy of any pleading, order, or other document served on it relating to the Application. Seller will use its best efforts and otherwise cooperate with Buyer in responding to any information requested by the FCC related to the Application, in making any amendment to this Agreement requested by the FCC which does not adversely affect Seller in a material manner, and in defending against any petition, complaint, or objection which may be filed against the Application. The FCC filing fees shall be divided equally between Seller and Buyer.
Application for FCC Consent. Within ten (10) business days after execution of this Agreement, Seller shall prepare and file an appropriate application (the "Application") with the FCC requesting its written consent to the assignment of the FCC Licenses for the Station to Buyer. Seller shall diligently take, or cooperate in the taking of, all steps necessary and appropriate to expedite the preparation of the Application and its prosecution to a favorable conclusion. Seller will promptly provide Buyer with a copy of any pleading, order, or other document served on it relating to the Application. Seller will use its best efforts and otherwise cooperate with Buyer in responding to any information requested by the FCC related to the Application or this Agreement and in defending against any petition, informal complaint, and other objection which may be filed against the Application. The FCC filing fees shall be divided equally between Seller and Buyer.
Application for FCC Consent. Within five (5) business days after execution of this Agreement, the Members shall prepare and file an appropriate application (the "Application") with the FCC requesting its written consent to the transaction contemplated by this Agreement. The Members shall diligently take, or cooperate in the taking of, all steps reasonably necessary and appropriate to expedite the preparation of the Application and its prosecution to a favorable conclusion. The Members will promptly provide ACME with a copy of any pleading, order, or other document served on it relating to the Application. The Members will use commercially reasonable efforts and otherwise cooperate with ACME in responding to any information requested by the FCC related to the Application, in making any amendment to this Agreement requested by the FCC which does not adversely affect the Members in a material manner, and in defending against any petition, complaint, or objection which may be filed against the Application. The FCC filing fees shall be paid by the Members.
Application for FCC Consent. As soon as possible (but in no event later than seven (7) calendar days after the date of this Agreement), Seller shall file an application with the FCC (the “Application”) requesting the FCC’s written consent to the assignment of the Station’s FCC Authorizations to CCBL and for the consummation of the Subject Transactions. Buyer and Seller shall diligently take all steps that are necessary, proper or desirable to expedite the prosecution of the Application to a favorable conclusion. Seller shall promptly provide Buyer with a copy of any pleading, order or other document served on Seller relating to the Application. Seller shall furnish all information required by the FCC and shall be represented at all meetings or hearings scheduled to consider the Application. The FCC’s written consent to the Application is referred to herein as the “FCC Consent.” In the event that Closing occurs hereunder prior to the receipt of a Final FCC Consent, then Seller’s obligations under this Section 10.12 shall survive the Closing. For purposes of this Agreement, the term “Final” shall mean that action shall have been taken by the FCC (including action duly taken by the FCC’s staff, pursuant to delegated authority) which shall not have been reversed, stayed, enjoined, set aside, annulled or suspended; with respect to which no timely request for stay, petition for rehearing, appeal or certiorari or sua sponte action of the FCC with comparable effect shall be pending; and as to which the time for filing any such request, petition, appeal, certiorari or for the taking of any such sua sponte action by the FCC shall have expired or otherwise terminated. Upon written request of Buyer, Seller shall take all steps necessary, proper or desirable to obtain extension(s) of the Final FCC Consent; provided, however, that in no event shall Seller be obligated to request an extension of the Final FCC Consent to a date beyond the Final Closing Date.
Application for FCC Consent. Within ten (10) business days after the --------------------------- execution of this Agreement, Entravision will complete those portions of the applications for the FCC Consent applicable to Entravision, which applications shall be in form and substance acceptable for filing with the FCC, assimilate Sunburst's portions of the applications and the file such applications with the FCC requesting its written consent to Contemplated Transactions. Entravision will diligently take, or cooperate in the taking of, all steps that are necessary, proper or desirable to expedite the preparation of such applications and their prosecution to a favorable conclusion. Entravision will promptly provide Sunburst with a copy of any pleading or other document served on it relating to such applications. If the FCC Consent imposes any condition on Entravision, Entravision shall use its Best Efforts to comply with such condition. If reconsideration or judicial review is sought with respect to the FCC Consent, and such reconsideration or review relates to Entravision, Entravision shall vigorously oppose such reconsideration or judicial review at its own expense. Entravision and Sunburst shall each bear one-half (1/2) of the costs associated with the filing of the application for the FCC Consent.
Application for FCC Consent. As soon as practicable after the --------------------------- Execution Date, Entravision shall, and shall cause Holdings to, jointly with ZSPN file the FCC Consent. Entravision will diligently take, or cooperate in the taking of, or shall cause Holdings to diligently take, or cooperate in the taking of all steps that are necessary, proper or desirable to expedite the preparation of such application and to obtain FCC Consent, including, without limitation, all steps necessary to comply with the FCC's multiple ownership rules; provided, however, that in no event shall Entravision be required by the terms of this Agreement to dispose of more than three (3) radio stations in the Monterey/Salinas DMA or more than one (1) radio station in the Sacramento DMA (with such limitations referred to herein as the "Maximum Required Dispositions"). Entravision will promptly provide, and shall cause Holdings to promptly provide, ZSPN with a true, complete and correct copy of any pleading or other document served on it relating to such application. If the FCC Consent imposes any condition on Entravision, Acquisition Co. or Holdings, Entravision or Acquisition Co. shall use their Best Efforts to comply, and shall cause Holdings to comply, with such condition prior to the Closing; provided, however, such efforts shall not require Entravision or dispose of assets of Entravision or the Surviving Corporation in excess of the Maximum Required Dispositions. If reconsideration or judicial review is sought with respect to the FCC Consent, and such reconsideration or review relates to Entravision, Acquisition Co. or Holdings, Entravision or Acquisition Co. shall vigorously oppose, and shall cause Holdings to oppose, such reconsideration or judicial review at their own expense.
Application for FCC Consent. As soon as practicable after the --------------------------- Execution Date, ZSPN agrees, jointly with Entravision and Holdings to file an application as is required to obtain the FCC Consent. ZSPN will diligently take, or cooperate in the taking of, all steps that are necessary, proper or desirable to expedite the preparation of such application to obtain FCC Consent. ZSPN will promptly provide Entravision with a true, complete and correct copy of any pleading or other document served on it relating to such application. If the FCC Consent imposes any condition on ZSPN or the Major Stockholders, ZSPN or the Major Stockholders, as the case may be, shall use their Best Efforts to comply with such condition prior to the Closing. If reconsideration or judicial review is sought with respect to the FCC Consent, and such reconsideration or review relates to ZSPN, the Major Stockholders or the operations of the Radio Stations, ZSPN and the Major Stockholders shall vigorously oppose such reconsideration or judicial review at their own expense. Entravision shall pay for or reimburse ZSPN for all FCC filing fees.
Application for FCC Consent. Within five (5) business days after execution of this Agreement, Sellers shall prepare and file an appropriate application (the "Application") with the FCC requesting its written consent to the transaction contemplated by this Agreement. Sellers shall diligently take, or cooperate in the taking of, all steps reasonably necessary and appropriate to expedite the preparation of the Application and its prosecution to a favorable conclusion. Sellers will promptly provide Buyer with a copy of any pleading, order, or other document served on it relating to the Application. Sellers will use commercially reasonable efforts and otherwise cooperate with Buyer in responding to any information requested by the FCC related to the Application, in making any amendment to this Agreement requested by the FCC which does not adversely affect Sellers in a material manner, and in defending against any petition, complaint, or objection which may be filed against the Application. The FCC filing fees shall be paid Sellers.
Application for FCC Consent. As promptly as practicable and no later than fifteen (15) days following the execution of this Agreement, Seller and Buyer shall take all steps reasonably necessary to file and shall participate in the filing of applications with the FCC requesting its written consent to the assignment of the FCC Licenses for the Station (and any extensions and renewals thereof) from Seller to Buyer (the "FCC Applications"). Seller and Buyer will diligently take, or fully cooperate in the taking of, all necessary, desirable and proper steps, provide any additional information reasonably requested, and otherwise use their best efforts in order to obtain promptly the requested consent and approval of the FCC Applications; provided that neither of the parties hereto shall have any obligation to take any unreasonable steps to satisfy complainants, if any, or to participate in any evidentiary hearing (other than a hearing at which only oral argument is to be presented).