FCC Applications Clause Samples

FCC Applications. Within ten (10) business days after the execution ---------------- of this Agreement or such earlier time as shall be agreed to by all of the parties hereto, Buyer and Seller shall file applications with the FCC for the FCC Consent ("FCC Applications"). Buyer and Seller shall prosecute the FCC Applications with all reasonable diligence and otherwise use their best efforts to obtain the FCC Consent as expeditiously as practicable, (but neither Buyer nor Seller shall have any obligation to satisfy complainants or the FCC by taking any steps which would have a material adverse effect upon Buyer or Seller).

FCC Applications. (a) As promptly as practicable and in any event within five Business Days after the execution and delivery of this Agreement, the Sellers shall prepare and deliver to Purchaser Seller's completed portion of all appropriate applications for FCC approval, and such other documents as may be required, with respect to the assignment of licenses of Sellers to Purchaser (collectively, the "FCC Applications"). As promptly as practicable and in any event within five Business Days after the execution and delivery of this Agreement, the Purchaser shall prepare and deliver to the Sellers, the Purchaser's portion of all appropriate FCC Applications. As soon as practical after the execution and delivery of this Agreement, the parties shall file, or cause to be filed, the FCC Applications. If the Closing shall not have occurred for any reason within any applicable initial consummation period relating to the FCC's grant of the FCC Applications, and neither Sellers nor Purchaser shall have terminated this Agreement pursuant to Section 8.1, Purchaser and Sellers shall jointly request one or more extensions of the consummation period of such grant. No party hereto shall knowingly take, or fail to take, any action if the intent or reasonably anticipated consequence of such action or failure to act is, or would be, to cause the FCC not to grant approval of the FCC Applications or materially delay either such approval or the consummation of the assignment of licences and the Customer Base of the Sellers. (b) Purchaser and Sellers shall cooperate to determine a plan to expeditiously obtain applicable governmental approvals, clearances, consents and authorizations necessary to effectuate the Contemplated Transactions. Subject to the determination of such plan, as promptly as practicable and in any event within five Business Days after the execution and delivery of this Agreement, the Sellers shall prepare and deliver to Purchaser Sellers' portions of all required applications for approval by State PUCs, and such other documents as may be required, with respect to the assignment of licenses and Customer Base of the Sellers (collectively, the "State PUC Applications"). As promptly as practicable and in any event within five Business Days after the execution and delivery of this Agreement, the Purchaser shall prepare and deliver to Sellers Purchaser's portion of all appropriate State PUC Applications. Subject to the first sentence of this Section 5.8(b), as soon as practicable after...

FCC Applications. Buyer, Seller and the Companies shall prosecute the FCC Applications with all reasonable diligence and otherwise use their commercially reasonable efforts to obtain the FCC Consent as expeditiously as practicable, but none of Buyer, the Companies or Seller shall have any obligation to satisfy complainants or the FCC by taking any steps which would have a material adverse effect upon Buyer, the Companies or Seller (other than Buyer's obligations under Section 6.

FCC Applications. Section 2.2

FCC Applications. Promptly upon the execution of this Agreement, the parties shall proceed to prepare for filing the necessary FCC applications for assignment of the Station Licenses (the "FCC Applications"), which shall be filed no later than ten (10) business days after the date hereof. SFX and CBS shall thereafter prosecute the FCC Applications with all reasonable diligence and otherwise use their best efforts to obtain the grant of the FCC Applications as expeditiously as practicable (but neither SFX nor CBS shall have any obligation to satisfy complainants or the FCC by taking any steps which would have a Material Adverse Effect (as defined in Section 17.14) on it or any of its Affiliates (as defined in Section 17.14) or with respect to the SFX Station Assets or the CBS Stations Assets, as applicable). If the FCC Consent imposes any condition on either party hereto, such party shall use its best efforts to comply with such condition; provided, however, that neither party shall be required hereunder to comply with any condition which would have a Material Adverse Effect on it or any of its Affiliates or with respect to the SFX Station Assets or the CBS Stations Assets, as applicable. If reconsideration or judicial review is sought with respect to the FCC Consent, the party affected shall vigorously oppose such efforts for reconsideration or judicial review; provided, however, that nothing herein shall be construed to limit either party's right to terminate this Agreement pursuant to Article 16.

FCC Applications. Following the date of this ----------------- ---------------- Agreement, the parties shall proceed as expeditiously as practicable to file or cause to be filed applications with the FCC requesting consent to the assignment of the Cox FCC Licenses to Salem (the "Cox FCC Application"), an application with the FCC requesting consent to the assignment of the RRC FCC Licenses to Salem (the "RRC Application") and an application with the FCC requesting consent to the assignment of the Salem FCC Licenses to Cox (the "Salem FCC Application"), such applications to be duly filed with the FCC by the parties contemporaneously as contingent applications. The parties agree that the Cox FCC Application, the RRC FCC Application and the Salem FCC Application (together, the "FCC Applications") shall be filed not later than ten (10) business days after the date of this Agreement, and that the FCC Applications shall be prosecuted by each party in good faith and with due diligence. Cox and Salem shall cooperate with each other in the preparation, filing and prosecution of the FCC Applications. Should Cox or Salem become aware of facts which could reasonably be expected to affect or delay in a material and adverse manner, the FCC's grant of its consent to the FCC Applications, such party shall promptly notify the other party in writing and in accordance with the notices provisions set forth in SECTION 15. If the Closing shall not have occurred for any reason within the original effective period of the consent of the FCC to the FCC Applications, and neither party shall have terminated this Agreement under SECTION 11, the parties shall jointly request extensions of the effective period of the FCC consents.

FCC Applications. 31 10.2 Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 10.3 Cooperation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 10.4 Bulk Sales Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 10.5 Public Announcements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 10.6 Hart-▇▇▇▇▇-▇▇▇▇▇▇ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 10.7

FCC Applications. If necessary to effectuate the transactions contemplated by this Agreement, the Company shall prepare, file and prosecute any required applications for the FCC's consent to the subject transactions. Wireless shall cooperate with the Company in the preparation, filing and prosecution of any such applications.

FCC Applications. The initial FCC applications to be filed pursuant to the Merger Agreement will be long form applications requesting FCC consent to transfer control of the Company to Purchaser with ML Investors having the right to appoint three designees to the Board of Purchaser and LD having the right to appoint two designees to the Board of Purchaser. It is contemplated that, upon assumption by NP of a portion of the ML Investor’s Commitment that is equal to the NP Target Amount or upon NP funding the NP Target Amount, the initial FCC applications will be amended or that short form FCC applications will be filed to seek FCC approval for a Board of Purchaser with ML Investor and NP each having the right to appoint two designees to the Board.