Common use of Application for FCC Consent Clause in Contracts

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, Entravision shall, Seller and CCRL shall cause Holdings to, jointly file an application 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 ("Application") requesting the FCC's multiple ownership rules; provided, however, that in no event written consent to the assignment of the FCC Authorizations to CCRL and for the consummation of the transactions contemplated by this Agreement. The Application shall Entravision be required filed with the FCC the first business day after consummation of the Triathlon Closings. The Application shall include a request for the Market Rule Waiver prepared by CCRL. Seller and Buyer shall use commercially reasonable efforts to prosecute the terms of this Agreement Application to dispose of more than three (3) radio stations in a favorable conclusion. Each party shall promptly provide 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 other with a true, complete and correct copy of any pleading pleading, order or other document served on it relating to the Application. Seller and CCRL shall furnish all information required by the FCC and shall be represented at all meetings or hearings scheduled to consider such applicationApplication. The FCC's written consent to the Application, including a grant of the Market Rule Waiver, is referred to herein as the "FCC Consent." In the event that Closing occurs hereunder prior to a Final FCC Consent, then the parties' obligations under this Section 4.4 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. 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 Closing occurs 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 a Final FCC Consent, and such reconsideration prior to becoming Final the FCC Consent is reversed or review relates to Entravision, Acquisition Co. or Holdings, Entravision or Acquisition Co. shall vigorously opposeotherwise set aside, and there is a Final order of the FCC (or court of competent jurisdiction) requiring the re-assignment of the FCC Authorizations to Seller, then the purchase and sale of the Station Assets shall cause Holdings be rescinded. In such event, Buyer shall reconvey to opposeSeller the Station Assets, and Seller shall repay to Buyer the Purchase Price and reassume the contracts and leases assigned and assumed at Closing. Any such reconsideration or judicial review rescission shall be consummated on a mutually agreeable date within thirty days of such Final order (or, if earlier, within the time required by such order). In connection therewith, Buyer and Seller shall each execute such documents (including execution by Buyer of instruments of conveyance of the Station Assets to Seller and execution by Seller of instruments of assumption of the contracts and leases assigned and assumed at their own expenseClosing) and make such payments (including repayment by Seller to Buyer of the Purchase Price) as are necessary to give effect to such rescission.