FCC Matters. (a) BORROWER STATIONS. (i) Schedule 8.25(a) hereto contains a complete list of the FCC Authorizations of the Companies. Such list correctly sets forth the termination date of each such FCC Authorization. Each such FCC Authorization that is material to the operation of the business of any Borrower Station is validly issued and in full force and effect, and constitutes in all material respects, all of the authorizations from the FCC necessary under the Communications Act for the operation of Borrower's business (including, without limitation, the Borrower Stations) in the same manner as it is presently conducted and as proposed to be conducted. Borrower has taken all actions and performed all of its obligations that are necessary to maintain such FCC Authorizations for the Borrower Stations without adverse modification or impairment, and complete and correct copies of the FCC Authorizations of each Borrower Station have been delivered to Agent and Lenders. Except as expressly set forth on Schedule 8.25(a), no event has occurred which (i) results in, or after notice or lapse of time or both would result in, revocation, suspension, adverse modification, non renewal, impairment or termination of or any order of forfeiture with respect to, any FCC Authorization for a Borrower Station, or (ii) materially and adversely affects or in the future may (so far as Borrower can now reasonably foresee) materially adversely affect any of the rights of Borrower thereunder. No condition has been imposed by the FCC as part of any of the FCC Authorizations, which is not set forth on the face thereof as issued by the FCC or contained in the rules and regulations of the FCC applicable generally to the stations of the type of the Borrower Stations. (ii) Except as expressly set forth in Schedule 8.25(a), Borrower is not a party to and has no knowledge of any investigation, notice of apparent liability, violation, forfeiture or other order or complaint issued by or before any court or regulatory body, including the FCC, or of any other proceedings (other than proceedings relation to the radio industry generally) which would reasonably be expected to in any manner threaten or adversely affect the validity or continued effectiveness of the FCC Authorizations for any Borrower Station. Borrower has no reason to believe (other than there (a) will not be renewed in the ordinary course. Borrower has filed in a timely manner all material reports (including, but not limited to, ownership reports), applications, documents, instruments and information required to be filed by it pursuant to applicable rules and regulations or requests of every regulatory body having jurisdiction over any of its FCC Authorizations for a Borrower Station. (iii) Except as expressly set forth in Schedule 8.25 (a) to the best of Borrower's knowledge after due inquiry, none of the facilities used in connection with Borrower's radio broadcasting operations (including without limitation, the transmitter and tower sites owned or used by Borrower in connection with the operation of the Borrower Stations) violates in any material respect the provisions of any applicable building codes, fire regulations, building restrictions or other governmental ordinances, orders, or regulations and each such facility is zoned so as to permit the commercial uses intended by the owner or occupier thereof and there are no outstanding variances or special use permits materially affecting any of the facilities or the uses thereof. (iv) Borrower has duly and timely filed all material filings which are required to be filed by it under the Communications Act. (v) The execution, delivery and performance of the Credit Documents by the Obligors do not require the approval of the FCC. The execution, delivery and performance of the Credit Documents will not result in any violation of the Communications Act, and will not cause any forfeiture or impairment of any of the FCC Authorizations issued for the operation of any of the Borrower Stations.
Appears in 1 contract
FCC Matters. (a) BORROWER STATIONSSection 4.21(a)(i) of the Company Disclosure Schedule contains a true and complete list of (i) all FCC Licenses, including antenna structure registrations of towers owned by the Company and each of its Subsidiaries, (ii) all licensees with respect to such FCC Licenses, and (iii) the stations to which such FCC Licenses apply (each, a “Station”). The Company has made available true, correct and complete copies of the FCC Licenses to Parent, including any and all amendments and modifications thereto. The FCC Licenses are validly held by the FCC Licensees. The FCC Licenses have been issued for the full terms customarily issued by the FCC for each class of Station, and the FCC Licenses are not subject to any condition except for those conditions appearing on the face of the FCC Licenses and conditions disclosed in Section 4.21(a)(ii) of the Company Disclosure Schedule.
(ib) Section 4.21(a)(ii) of the Company Disclosure Schedule 8.25(a) hereto contains a true and complete list of all applications submitted by the Company or any of its Subsidiaries pending before the FCC Authorizations of the Companies. Such list correctly sets forth the termination date of each such FCC Authorization. Each such FCC Authorization that is material relating to the operation of their respective businesses.
(c) The Company and its Subsidiaries have operated in compliance with the business of any Borrower Station is validly issued Communications Act and in full force and effect, and constitutes the FCC Licenses in all material respects, the Company and its Subsidiaries have timely filed all of the authorizations from registrations and reports required to have been filed with the FCC necessary and have paid all FCC regulatory fees due in respect to each Station. Neither the Company, nor any of its Subsidiaries, has entered into a tolling agreement or otherwise waived any statute of limitations during which the FCC may assess any fine or forfeiture or take any other action or agreed to any extension of time with respect to any FCC investigation or proceeding.
(d) The FCC Licensees are qualified under the Communications Act for to assign the operation FCC Licenses to Buyer. To the knowledge of Borrower's business (includingthe Company, without limitationthere are no facts or circumstances relating to the Stations, the Borrower Stations) in the same manner as it is presently conducted and as proposed to be conducted. Borrower has taken all actions and performed all Company or any of its obligations that are necessary to maintain such FCC Authorizations for the Borrower Stations without adverse modification or impairmentSubsidiaries, and complete and correct copies of the FCC Authorizations of each Borrower Station have been delivered to Agent and Lenders. Except as expressly set forth on Schedule 8.25(a), no event has occurred which (i) results in, or after notice or lapse of time or both would result in, revocation, suspension, adverse modification, non renewal, impairment or termination of or any order of forfeiture with respect to, any FCC Authorization for a Borrower Station, or (ii) materially and adversely affects or in the future may (so far as Borrower can now reasonably foresee) materially adversely affect any of the rights of Borrower thereunder. No condition has been imposed by the FCC as part of any of the FCC Authorizations, which is not set forth on the face thereof as issued by the FCC or contained in the rules and regulations of the FCC applicable generally to the stations of the type of the Borrower Stations.
(ii) Except as expressly set forth in Schedule 8.25(a), Borrower is not a party to and has no knowledge of any investigation, notice of apparent liability, violation, forfeiture or other order or complaint issued by or before any court or regulatory body, including the FCC, or of any other proceedings (other than proceedings relation to the radio industry generally) which would reasonably be expected to (i) result in any manner threaten or adversely affect the validity or continued effectiveness FCC’s denial of the FCC Authorizations for Applications or refusal to grant the FCC Consent or otherwise disqualify Parent or Merger Subsidiary, (ii) materially delay the obtaining of the FCC Consents or (iii) cause the FCC to impose any Borrower Stationmaterial condition on its granting of the FCC Consents; provided, however, that the Company makes no representations or warranties relating to Parent or Merger Subsidiary. Borrower The Company has no reason to believe (other than there
(a) will that the FCC Applications might be challenged or might not be renewed granted by the FCC in the ordinary course. Borrower has filed in a timely manner all material reports (includingcourse due to any fact or circumstance relating to the Company, but not limited to, ownership reports), applications, documents, instruments and information required to be filed by it pursuant to applicable rules and regulations or requests of every regulatory body having jurisdiction over any of its FCC Authorizations for a Borrower Station.
(iii) Except as expressly set forth in Schedule 8.25
(a) to Subsidiaries or the best Company’s or any of Borrower's knowledge after due inquiry, none of the facilities used in connection with Borrower's radio broadcasting operations (including without limitation, the transmitter and tower sites owned or used by Borrower in connection with the its Subsidiaries’ operation of the Borrower Stations) violates in any material respect ; provided, however, that the provisions of any applicable building codes, fire regulations, building restrictions Company makes no representations or other governmental ordinances, orders, warranties relating to Parent or regulations and each such facility is zoned so as to permit the commercial uses intended by the owner or occupier thereof and there are no outstanding variances or special use permits materially affecting any of the facilities or the uses thereofMerger Subsidiary.
(iv) Borrower has duly and timely filed all material filings which are required to be filed by it under the Communications Act.
(v) The execution, delivery and performance of the Credit Documents by the Obligors do not require the approval of the FCC. The execution, delivery and performance of the Credit Documents will not result in any violation of the Communications Act, and will not cause any forfeiture or impairment of any of the FCC Authorizations issued for the operation of any of the Borrower Stations.
Appears in 1 contract
FCC Matters. (a) BORROWER STATIONSTo Sellers’ Knowledge, Section 4.19(a) of the Disclosure Schedule sets forth a true and complete list of all FCC Licenses held by each FrontStreet Company (the “Company FCC Licenses”). To Sellers’ Knowledge, for each Company FCC License, Section 4.19(a) of the Disclosure Schedule sets forth (A) name of the licensee, (B) the FCC call sign, (C) the authorized channel(s), (D) the geographic area of authorization (the “Market”) and (E) the date of original issuance or, if applicable, last renewal. To Sellers’ Knowledge, except for Permitted Encumbrances, all Company FCC Licenses are owned by the applicable FrontStreet Company free and clear of all Liens.
(ib) Schedule 8.25(a) hereto contains a complete list To Sellers’ Knowledge, the grant, renewal or assignment of the Company FCC Authorizations of the Companies. Such list correctly sets forth the termination date of each such FCC Authorization. Each such FCC Authorization that is material Licenses to the operation of existing licensee thereof was approved by the business of any Borrower Station is FCC and the Company FCC Licenses are validly issued and in full force and effect. To Sellers’ Knowledge, and constitutes in all material respects, all of the authorizations from the FCC necessary under the Communications Act for the operation of Borrower's business (including, without limitation, the Borrower Stations) in the same manner as it there is presently conducted and as proposed to be conducted. Borrower has taken all actions and performed all of its obligations that are necessary to maintain such FCC Authorizations for the Borrower Stations without adverse modification or impairment, and complete and correct copies of the FCC Authorizations of each Borrower Station have been delivered to Agent and Lenders. Except as expressly set forth on Schedule 8.25(a), no event has occurred which (i) results in, or after notice or lapse of time or both would result in, revocation, suspension, adverse modification, non renewal, impairment or termination of or any order of forfeiture with respect to, any FCC Authorization for a Borrower Station, or (ii) materially and adversely affects or in the future may (so far as Borrower can now reasonably foresee) materially adversely affect any of the rights of Borrower thereunder. No condition has been imposed by the FCC as part of any of the FCC Authorizations, which is not set forth on the face thereof as issued by Proceeding pending before the FCC or contained in the rules and regulations of the threatened with respect to any Company FCC applicable generally to the stations of the type of the Borrower StationsLicense.
(iic) Except as expressly set forth in Schedule 8.25(a)To Sellers’ Knowledge, Borrower no application with respect to any Company FCC License is not currently pending with the FCC.
(d) To Sellers’ Knowledge, neither FrontStreet Company is a party to and has no knowledge of or bound by any investigationContract with respect to spectrum capacity under any Company FCC License or to accept any interference with respect to any Company FCC License.
(e) To Sellers’ Knowledge, notice of apparent liability, violation, forfeiture or other order or complaint issued by or before any court or regulatory body, including the FCC, or of any other proceedings (other than proceedings relation prior to the radio industry generallydate hereof, Sellers have made available or provided to Buyer true and complete copies of each Company FCC License.
(f) which would To Sellers’ Knowledge, there is no Company FCC License that is currently subject to a condition or situation that could reasonably be expected to in any manner threaten place the applicable FCC License at material risk of revocation, cancellation or adversely affect forfeiture within 180 days after the validity or continued effectiveness of the FCC Authorizations for any Borrower Station. Borrower has no reason to believe (other than there
(a) will not be renewed in the ordinary course. Borrower has filed in a timely manner all material reports (including, but not limited to, ownership reports), applications, documents, instruments and information required to be filed by it pursuant to applicable rules and regulations or requests of every regulatory body having jurisdiction over any of its FCC Authorizations for a Borrower StationClosing Date.
(iiig) Except as expressly set forth in Schedule 8.25
(a) This Section 4.19 contains the exclusive representations and warranties of Sellers with regard to the best of Borrower's knowledge after due inquiry, none of the facilities used in connection with Borrower's radio broadcasting operations (including without limitation, the transmitter FCC Licenses and tower sites owned or used by Borrower in connection with the operation of the Borrower Stations) violates in any material respect the provisions of any applicable building codes, fire regulations, building restrictions or other governmental ordinances, orders, or regulations and each such facility is zoned so as to permit the commercial uses intended by the owner or occupier thereof and there are no outstanding variances or special use permits materially affecting any of the facilities or the uses thereofFCC matters.
(iv) Borrower has duly and timely filed all material filings which are required to be filed by it under the Communications Act.
(v) The execution, delivery and performance of the Credit Documents by the Obligors do not require the approval of the FCC. The execution, delivery and performance of the Credit Documents will not result in any violation of the Communications Act, and will not cause any forfeiture or impairment of any of the FCC Authorizations issued for the operation of any of the Borrower Stations.
Appears in 1 contract
Sources: Contribution Agreement (Regency Energy Partners LP)
FCC Matters. (ai) BORROWER STATIONSSection 5.1(f) of the Company Disclosure Letter sets forth a correct and complete list of all licenses and authorizations issued or granted to the Company or any of its Subsidiaries by the FCC (the “FCC Licenses”), all pending applications by the Company or any of its Subsidiaries for licenses that would be FCC Licenses if issued or granted, and all pending applications by the Company or any of its Subsidiaries for modification, extension or renewal of any FCC License. For each FCC License, Section 5.1(f) of the Company Disclosure Letter sets forth (A) the FCC Registration Number or name of the licensee, (B) the FCC call sign, license number or other license identifier, (C) the geographic area for which the Company and its Subsidiaries are authorized to provide service, (D) the current expiration date, (E) the frequency block (except for microwave licenses) and (F) where applicable, the relevant market and service designations used by the FCC. The FCC Licenses constitute all the licenses and authorizations necessary from the FCC for the business operations of the Company and its Subsidiaries as they are currently being conducted. There is no condition outside of the ordinary course imposed on any of the FCC Licenses by the FCC (including any condition on the grant of a renewal application) that is not disclosed on the face of the reference copy of the FCC License in the FCC’s Universal Licensing System database; provided, that “ordinary course” shall mean any condition described in any federal statutes, FCC Rules or similar sources that apply generally to FCC licenses of the same service.
(iii) Schedule 8.25(a(A) hereto contains Each FCC License has been granted pursuant to a complete list Final Order (without regard to the proviso in the definition of such term) and approved by the FCC to be held by the licensee listed on Section 5.1(f) of the FCC Authorizations of the Companies. Such list correctly sets forth the termination date of each such FCC Authorization. Each such FCC Authorization that Company Disclosure Letter, is material to the operation of the business of any Borrower Station is validly issued valid and in full force and effect, and constitutes in all material respectshas not been suspended, all revoked, cancelled, terminated or forfeited or adversely modified; (B) there is no proceeding pending before the FCC or any other Governmental Entity (and no pending judicial review of such a proceeding) or, to the Knowledge of the authorizations from the Company, threatened by any Person with respect to any FCC necessary under the Communications Act for the operation of Borrower's business (includingLicense that would, without limitation, the Borrower Stations) individually or in the same manner as it is presently conducted and as proposed aggregate, reasonably be likely to be conducted. Borrower has taken all actions and performed all of its obligations that are necessary to maintain such FCC Authorizations for result in the Borrower Stations without suspension, revocation, cancellation, termination, forfeiture, or adverse modification or impairment, of any FCC License; and complete and correct copies (C) to the Knowledge of the FCC Authorizations of each Borrower Station have been delivered to Agent and Lenders. Except as expressly set forth on Schedule 8.25(a)Company, no event has occurred which (i) results inevent, condition or circumstance exists or, after notice or lapse of time or both both, would result inexist that would constitute a breach of, revocationor default under, suspension, adverse modification, non renewal, impairment or termination the terms and conditions of or any order of forfeiture with respect to, any FCC Authorization for a Borrower Station, or (ii) materially and adversely affects or License that would preclude any FCC License from being renewed in the future may ordinary course (so far as Borrower can now reasonably foresee) materially adversely affect any of the rights of Borrower thereunder. No condition has been imposed by the FCC as part of any of the FCC Authorizations, which is not set forth on the face thereof as issued by the FCC or contained in the rules and regulations of the FCC applicable generally to the stations of the type of the Borrower Stations.
(iiextent that such FCC License is renewable by its terms) Except as expressly set forth in Schedule 8.25(a), Borrower is not a party to and has no knowledge of any investigation, notice of apparent liability, violation, forfeiture or other order or complaint issued by or before any court or regulatory body, including the FCC, or of any other proceedings (other than proceedings relation to the radio industry generally) which would could reasonably be expected to in any manner threaten place such FCC license at risk of suspension, revocation, cancellation, termination, forfeiture or adversely affect modification. For purposes of this Agreement, “Knowledge” means, with respect to the validity Company or continued effectiveness Parent, the knowledge of the FCC Authorizations for any Borrower Station. Borrower has no reason to believe (other than there
(a) will not be renewed in the ordinary course. Borrower has filed in a timely manner all material reports (including, but not limited to, ownership reports), applications, documents, instruments and information required to be filed by it pursuant to applicable rules and regulations or requests of every regulatory body having jurisdiction over any of its FCC Authorizations for a Borrower Station.
(iii) Except as expressly set forth in Schedule 8.25
(a) to the best of Borrower's knowledge after due inquiry, none executive officers of the facilities used in connection with Borrower's radio broadcasting operations (including without limitationCompany or Parent, as the transmitter and tower sites owned or used by Borrower in connection with the operation of the Borrower Stations) violates in any material respect the provisions of any applicable building codescase may be, fire regulations, building restrictions or other governmental ordinances, orders, or regulations and each such facility is zoned so as to permit the commercial uses intended by the owner or occupier thereof and there are no outstanding variances or special use permits materially affecting any of the facilities or the uses thereofafter reasonable inquiry.
(iv) Borrower has duly and timely filed all material filings which are required to be filed by it under the Communications Act.
(v) The execution, delivery and performance of the Credit Documents by the Obligors do not require the approval of the FCC. The execution, delivery and performance of the Credit Documents will not result in any violation of the Communications Act, and will not cause any forfeiture or impairment of any of the FCC Authorizations issued for the operation of any of the Borrower Stations.
Appears in 1 contract
Sources: Merger Agreement (At&t Inc.)
FCC Matters. (a) BORROWER STATIONS.
(i) 4.9.1. HAT holds the FCC Licenses listed as held by HAT on Schedule 8.25(a) hereto contains a complete list 2.3.1. The FCC Licenses of HAT contained on Schedule 2.3.1 constitute all of the licenses, permits and authorizations from the FCC Authorizations that are required for the business and operations of the CompaniesWDTN and WNAC. Such list correctly sets Except as set forth the termination date of each on Schedule 4.9, such FCC Authorization. Each such FCC Authorization that is material to the operation of the business of any Borrower Station is validly issued Licenses are valid and in full force and effect, and constitutes in all material respects, all of effect through the authorizations from the FCC necessary under the Communications Act for the operation of Borrower's business (including, without limitation, the Borrower Stations) in the same manner as it is presently conducted and as proposed to be conducted. Borrower has taken all actions and performed all of its obligations that are necessary to maintain such FCC Authorizations for the Borrower Stations without adverse modification or impairment, and complete and correct copies of the FCC Authorizations of each Borrower Station have been delivered to Agent and Lenders. Except as expressly dates set forth on Schedule 8.25(a)2.3.1, unimpaired by any condition, other than as set forth in such FCC Licenses. Except as set forth on Schedule 4.9, no event has occurred which application, action or proceeding is pending for the renewal or modification of any of HAT's FCC Licenses, and, except for actions or proceedings affecting television broadcast stations generally, no application, complaint, action or proceeding is pending or, to HAT's knowledge, threatened that may result in the (ia) results in, or after notice or lapse of time or both would result in, the revocation, suspension, adverse modification, non renewal, impairment non-renewal or termination suspension of or any order of forfeiture with respect to, any HAT's FCC Authorization for a Borrower StationLicenses, or (iib) materially and adversely affects or in the future may (so far as Borrower can now reasonably foresee) materially adversely affect any issuance of the rights of Borrower thereundera cease-and-desist order. No condition has been imposed by the FCC as part of any of the FCC Authorizations, which is not set forth on the face thereof as issued by the FCC or contained in the rules and regulations of the FCC applicable generally to the stations of the type of the Borrower Stations.
(ii) Except as expressly set forth in Schedule 8.25(a)4.9, Borrower is not a party to and HAT has no knowledge of any investigationfacts, notice conditions or events relating to HAT or the HAT Stations that would reasonably be expected to cause the FCC to revoke any of apparent liability, violation, forfeiture the FCC Licenses for the HAT Stations or other order or complaint issued by or before not to grant any court or regulatory body, including the FCC, or pending applications for renewal of any other FCC Licenses for the HAT Stations or to deny the assignment of the FCC Licenses of HAT to STC License Company as provided for in this Agreement.
4.9.2. Except as disclosed in Schedule 4.9, HAT is, and pending the Closing will remain legally, financially and otherwise qualified under the Communications Act and all rules, regulations and policies of the FCC to acquire and operate the STC Stations. Except as disclosed in Schedule 4.9, there are no facts or proceedings (other than proceedings relation to the radio industry generally) which would reasonably be expected to in disqualify HAT under the Communications Act or otherwise from acquiring or operating any manner threaten of the STC Stations or adversely affect would cause the validity or continued effectiveness FCC not to approve the assignment of the FCC Authorizations for any Borrower StationLicenses of STC License Company to HAT. Borrower Except as disclosed in Schedule 4.9, HAT has no reason knowledge of any fact or circumstance relating to believe (other than there
HAT or any Affiliate of HAT that would reasonably be expected to (a) will not be renewed cause the filing of any objection to the assignment of the FCC Licenses for the STC Stations from STC License Company to HAT, or (b) lead to a delay in the ordinary courseprocessing by the FCC of the applications for such assignment. Borrower has filed Except as disclosed in a timely manner all material reports (includingSchedule 4.9 and except for existing waivers pertaining to the STC Stations, but not limited to, ownership reports), applications, documents, instruments and information required no waiver of any FCC rule or policy is necessary to be filed by it obtained for the grant of the applications for the assignment of the FCC Licenses for the STC Stations from STC License Company to HAT, nor will processing pursuant to applicable rules and regulations any exception or requests rule of every regulatory body having jurisdiction over any of its FCC Authorizations for a Borrower Station.
(iii) Except as expressly set forth in Schedule 8.25
(a) to the best of Borrower's knowledge after due inquiry, none of the facilities used in connection with Borrower's radio broadcasting operations (including without limitation, the transmitter and tower sites owned general applicability be requested or used by Borrower required in connection with the operation consummation of the Borrower Stations) violates in any material respect the provisions of any applicable building codes, fire regulations, building restrictions or other governmental ordinances, orders, or regulations and each such facility is zoned so as to permit the commercial uses intended by the owner or occupier thereof and there are no outstanding variances or special use permits materially affecting any of the facilities or the uses thereoftransactions herein.
(iv) Borrower has duly and timely filed all material filings which are required to be filed by it under the Communications Act.
(v) The execution, delivery and performance of the Credit Documents by the Obligors do not require the approval of the FCC. The execution, delivery and performance of the Credit Documents will not result in any violation of the Communications Act, and will not cause any forfeiture or impairment of any of the FCC Authorizations issued for the operation of any of the Borrower Stations.
Appears in 1 contract
FCC Matters. (a) BORROWER STATIONSSection 3.6(a) of the Company Disclosure Letter sets forth a correct and complete list of all FCC Licenses, all pending applications by the Company or any of its Subsidiaries for licenses that would be FCC Licenses if issued or granted, and all pending applications by the Company or any of its Subsidiaries for modification, extension or renewal of any FCC License. For each FCC License, Section 3.6(a) of the Company Disclosure Letter sets forth, as applicable, the complete and correct (i) FCC Registration Number (“FRN”) and name of the licensee or holder of the authorization, (ii) FCC call sign, license number or other license or authorization identifier, (iii) name of the radio service and FCC Radio Service Code or other service and service designations used by the FCC for the type of authorization in question, (iv) geographic area for which the Company and its Subsidiaries are authorized to provide service, (v) frequency block or description of authorized spectrum band, and (vi) grant date, renewal date and current expiration date. The FCC Licenses constitute all the licenses and authorizations necessary from the FCC for the business operations of the Company and its Subsidiaries as they are currently being conducted. Except as set forth in the FCC Consent Decree, there is no condition outside of the ordinary course imposed on any of the FCC Licenses by the FCC (including any condition on the grant of a renewal application) that is not disclosed on the face of the reference copy of the FCC License in the FCC’s Universal Licensing System or database or other FCC database; provided, that “ordinary course” shall mean any condition described in any federal statutes, FCC Rules or similar sources that apply generally to FCC licenses of the same service.
(ib) Schedule 8.25(aEach FCC License has been granted by the FCC pursuant to a Final Order (without regard to the proviso in the definition of such term) hereto contains a complete list to be held by the licensee listed on Section 3.6(a) of the FCC Authorizations of the Companies. Such list correctly sets forth the termination date of each such FCC Authorization. Each such FCC Authorization that Company Disclosure Letter, is material to the operation of the business of any Borrower Station is validly issued valid and in full force and effect, and constitutes in all material respectshas not been suspended, all revoked, cancelled, terminated or forfeited or adversely modified. There is no proceeding pending before the FCC or any other Governmental Entity (and no pending judicial review of such a proceeding) or, to the Knowledge of the authorizations from the Company, threatened by any Person with respect to any FCC necessary under the Communications Act for the operation of Borrower's business (includingLicense that would, without limitation, the Borrower Stations) individually or in the same manner as it is presently conducted and as proposed aggregate, reasonably be likely to be conducted. Borrower has taken all actions and performed all of its obligations that are necessary to maintain such FCC Authorizations for result in the Borrower Stations without suspension, revocation, cancellation, termination, forfeiture, or adverse modification or impairment, and complete and correct copies of any FCC License. To the Knowledge of the FCC Authorizations of each Borrower Station have been delivered to Agent and Lenders. Except as expressly set forth on Schedule 8.25(a)Company, no event has occurred which (i) results inevent, condition or circumstance exists or, after notice or lapse of time or both both, would result inexist that would constitute a breach of, or default under, the terms and conditions of any FCC License or the FCC Consent Decree that would preclude any FCC License from being renewed in the ordinary course (to the extent that such FCC License is renewable by its terms) or could reasonably be expected to place such FCC license at risk of suspension, revocation, suspensioncancellation, adverse termination, forfeiture or modification.
(c) Each of the Company and its Subsidiaries is in compliance with the terms of the FCC Consent Decree and, non renewalin all material respects, impairment with the FCC Rules and any other Laws that apply to, or termination that are contained in, each FCC License and has timely fulfilled and performed all of its material obligations with respect thereto, including making all reports, filings, notifications and applications to the FCC. The Company has provided Parent prior to the date of this Agreement with access to copies of each such report, filing, notification and application, including ownership reports and regulatory fee filings, filed in the last three (3) years, with the exception of those reports, filings, notifications and applications that are available in their entirety in the FCC’s Universal Licensing System database. Except as would not be material to the Company or any order of forfeiture its Subsidiaries, neither the Company nor any of its Subsidiaries has made any misstatements of fact, or omitted to disclose any material fact, to any Governmental Entity or in any report, document or certificate filed therewith. Except as would not be material to the Company or any of its Subsidiaries, the Company has not incurred, or if incurred the Company has fully discharged, any fine, charge or other liability resulting from any noncompliance prior to the Closing relating to such reports, filings, notifications and applications. Except as would not be material to the Company or any of its Subsidiaries, the Company has timely made the payment of all regulatory fees and contributions to the FCC, the United States Treasury or any other Governmental Entity with respect to, to any FCC Authorization for a Borrower StationLicense or which are otherwise required by the FCC Rules, including Universal Service Fund and TRS Fund contributions. Except as set forth in Section 3.6(c) of the Company Disclosure Letter, no payment is owed to the FCC or any other Governmental Entity with respect to the ownership and operation of any FCC License. The consummation of the transaction contemplated hereby will not cause the FCC to impose any unjust enrichment penalties pursuant to 47 C.F.R. § 1.2111.
(d) Except as would not be material to the Company or any of its Subsidiaries, none of the FCC Licenses has been modified by the Company or its Subsidiaries in any respect. There is no pending or planned application by the Company or any of its Subsidiaries to modify any FCC License. Neither the Company nor any of its Subsidiaries have (i) entered into any field-strength agreements or otherwise granted any Interference Consents with respect to any of the spectrum that is the subject of any of the FCC Licenses, or (ii) materially and adversely affects waived or in the future may (so far as Borrower can now reasonably foresee) materially adversely affect relinquished any material right or claim with respect to any of the rights of Borrower thereunder. No condition has been imposed by spectrum that is the FCC as part subject of any of the FCC Authorizations, which is not set forth on the face thereof as issued by the FCC or contained in the rules and regulations of the FCC applicable generally to the stations of the type of the Borrower StationsLicense.
(iie) Except as expressly set forth in Schedule 8.25(a), Borrower is not Neither the Company nor any of its Subsidiaries has a party to and has no knowledge of any investigation, notice of apparent liability, violation, forfeiture or other order or complaint issued by or before any court or regulatory body, including the FCC, or of spectrum lease with any other proceedings Person (other than proceedings relation to leases solely among the radio industry generally) which would reasonably be expected to in any manner threaten Company and/or direct or adversely affect the validity or continued effectiveness indirect Subsidiaries of the Company) and no other Person has any right, title or interest in or with respect to any FCC Authorizations for License or any Borrower Station. Borrower has no reason right to believe (other than there
(a) will not be renewed in the ordinary course. Borrower has filed in a timely manner all material reports (including, but not limited to, ownership reports), applications, documents, instruments and information required to be filed use any spectrum covered by it pursuant to applicable rules and regulations or requests of every regulatory body having jurisdiction over any of its FCC Authorizations for a Borrower StationLicense.
(iii) Except as expressly set forth in Schedule 8.25
(a) to the best of Borrower's knowledge after due inquiry, none of the facilities used in connection with Borrower's radio broadcasting operations (including without limitation, the transmitter and tower sites owned or used by Borrower in connection with the operation of the Borrower Stations) violates in any material respect the provisions of any applicable building codes, fire regulations, building restrictions or other governmental ordinances, orders, or regulations and each such facility is zoned so as to permit the commercial uses intended by the owner or occupier thereof and there are no outstanding variances or special use permits materially affecting any of the facilities or the uses thereof.
(iv) Borrower has duly and timely filed all material filings which are required to be filed by it under the Communications Act.
(v) The execution, delivery and performance of the Credit Documents by the Obligors do not require the approval of the FCC. The execution, delivery and performance of the Credit Documents will not result in any violation of the Communications Act, and will not cause any forfeiture or impairment of any of the FCC Authorizations issued for the operation of any of the Borrower Stations.
Appears in 1 contract
Sources: Merger Agreement (Straight Path Communications Inc.)
FCC Matters. (a) BORROWER STATIONS.
(iSection 2.17(a) of the Disclosure Schedule 8.25(a) hereto contains sets forth a true and complete list of all material licenses, permits and other authorizations issued by the FCC Authorizations with respect to the Stations and the Sharing Stations (the “FCC Licenses”), and the holders thereof, which FCC Licenses constitute all of the Companies. Such list correctly sets forth FCC Licenses required by the termination date of each such FCC Authorization. Each such FCC Authorization that is material to for the operation of the business of any Borrower Station is validly issued Stations and Sharing Stations as presently operated, in all material respects. The FCC Licenses are in full force and effecteffect and have not been revoked, suspended, canceled, rescinded or terminated, and constitutes have not expired. Except as set forth on Section 2.17(a) of the Disclosure Schedule, each FCC License (i) has been issued for the full term customarily issued by the FCC for the class of station authorized by such FCC License and (ii) is not subject to any condition outside the ordinary course, except for those conditions appearing on the face of such FCC License and conditions generally applicable to such FCC License.
(b) The Company Group operates and has operated each Station in compliance with the Communications Act of 1934, as amended, and the rules, regulations and written policies of the FCC promulgated pursuant thereto (the “Communications Laws”) and the FCC Licenses in all material respects and have paid or caused to be paid all FCC regulatory fees due in respect to each FCC License related to a Station. To the Knowledge of the Company, with respect to each Sharing Station, each Sharing Station is operated and has been operated in compliance with the Communications Laws and the FCC Licenses in all material respects and has paid or caused to be paid all FCC regulatory fees due in respect to each FCC License related to a Station. The services provided to each Sharing Station by the Company Group have been provided in compliance with the Communications Laws and the FCC Licenses in all material respects, all . All material registrations and reports required to have been filed with the FCC relating to the FCC Licenses have been filed. Except as set forth on Section 2.17(b) of the authorizations from Disclosure Schedule, to the Company’s knowledge, there is not pending, nor threatened, any action by or before the FCC necessary under the Communications Act for the operation of Borrower's business (includingto revoke, without limitationsuspend, the Borrower Stations) in the same manner as it is presently conducted and as proposed to be conducted. Borrower has taken all actions and performed all of its obligations that are necessary to maintain such FCC Authorizations for the Borrower Stations without adverse modification cancel, rescind or impairment, and complete and correct copies materially adversely modify any of the FCC Authorizations Licenses (other than proceedings to amend FCC rules of each Borrower Station have been delivered general applicability), nor is there issued or outstanding, by or before the FCC, any order to Agent and Lendersshow cause, notice of violation, notice of apparent liability, or order of forfeiture against the FCC Licenses, the Company Group with respect to the FCC Licenses or any third party with respect to the Sharing Stations, that would reasonably be expected to result in any such action. Except as expressly set forth on Section 2.17(b) of the Disclosure Schedule 8.25(a)and other than proceedings affecting television broadcast stations generally, there are no event material applications, petitions, proceedings or other material actions or complaints pending (about which the Company has occurred which been notified) or, or to the Company’s Knowledge, threatened before the FCC relating to the FCC Licenses. Except as set forth on Section 2.17(b) of the Disclosure Schedule, neither the Company Group nor their respective subsidiaries has, on behalf of any of the Stations, (i) results in, entered into a tolling agreement or after notice otherwise waived any statute of limitations relating to the Stations affecting the time during which the FCC may assess any fine or lapse forfeiture or take any other action or (ii) agreed to any extension of time with respect to any FCC investigation or both would result inproceeding. Except as set forth on Section 2.17(b) of the Disclosure Schedule, revocationneither any party to a Sharing Agreement nor their respective subsidiaries has, suspensionon behalf of any of the Stations, adverse modification(i) entered into a tolling agreement or otherwise waived any statute of limitations relating to the Sharing Stations, non renewalwhich tolling agreement or waiver is still in effect, impairment affecting the time during which the FCC may assess any fine or termination forfeiture or take any other action or (ii) agreed to any extension of time with respect to any FCC investigation or proceeding, which extension remains in effect.
(c) Except as set forth on Section 2.17(c) of the Disclosure Schedule, no waiver of or exemption from any order provision of forfeiture the Communications Laws in effect as of the date of this Agreement, with respect toto the Company, any is necessary for the FCC Authorization for a Borrower StationConsent to be obtained. Except as set forth on Section 2.17(c) of the Disclosure Schedule, to the Company’s Knowledge, there are no facts or circumstances relating to the FCC Licenses or the Company Group that would reasonably be expected to (i) result in the FCC’s refusal to grant the FCC Consent, or (ii) materially and adversely affects delay or in impede the future may (so far as Borrower can now reasonably foresee) materially adversely affect any of the rights of Borrower thereunder. No condition has been imposed by the FCC as part of any receipt of the FCC AuthorizationsConsent. To the Company’s Knowledge, which there is not no fact or circumstance relating to the Company or any Affiliate of the Company that could reasonably be expected to prevent the FCC from granting the FCC Applications.
(d) Except as set forth on the face thereof as issued by the FCC or contained in the rules and regulations Section 2.17(d) of the FCC applicable generally to Disclosure Schedule, the stations of the type of the Borrower Stations.
(ii) Except as expressly set forth in Schedule 8.25(a), Borrower Company Group is not a party to and has no knowledge of any investigationlocal marketing agreement, notice of apparent liabilitytime brokerage agreement, violationjoint sales agreement, forfeiture shared services agreement, newscast production services agreement or other order similar agreement (collectively, a “Sharing Agreement”).
(e) Except as set forth on Section 2.17(e) of the Disclosure Schedule, each Station and Sharing Station that is required to relocate to a different channel as part of the broadcast television repack following the Broadcast Incentive Auction (the “Repack”) has received a construction permit for a new channel (each, a “Repack Permit”), and each Repack Permit is in full force and effect and is not subject to any petition for reconsideration, petition for review or complaint issued by or before any court or regulatory bodyother objection. Except as set forth on Section 2.17(e) of the Disclosure Schedule, including the FCC, or of any other proceedings (other than proceedings relation to the radio industry generally) which Company’s Knowledge, there are no facts or circumstances relating to any Repack Permit or the construction and operation of the facilities authorized therein that would reasonably be expected to prevent the Company or the licensee of a Sharing Station from completing construction in any manner threaten or adversely affect accordance in all material respects with the validity or continued effectiveness terms of the FCC Authorizations for any Borrower Station. Borrower has no reason to believe (other than there
(a) will not be renewed in the ordinary course. Borrower has filed in a timely manner all material reports (including, but not limited to, ownership reports), applications, documents, instruments and information required to be filed by it pursuant to applicable rules and regulations or requests of every regulatory body having jurisdiction over any of its FCC Authorizations for a Borrower StationRepack Permit.
(iii) Except as expressly set forth in Schedule 8.25
(a) to the best of Borrower's knowledge after due inquiry, none of the facilities used in connection with Borrower's radio broadcasting operations (including without limitation, the transmitter and tower sites owned or used by Borrower in connection with the operation of the Borrower Stations) violates in any material respect the provisions of any applicable building codes, fire regulations, building restrictions or other governmental ordinances, orders, or regulations and each such facility is zoned so as to permit the commercial uses intended by the owner or occupier thereof and there are no outstanding variances or special use permits materially affecting any of the facilities or the uses thereof.
(iv) Borrower has duly and timely filed all material filings which are required to be filed by it under the Communications Act.
(v) The execution, delivery and performance of the Credit Documents by the Obligors do not require the approval of the FCC. The execution, delivery and performance of the Credit Documents will not result in any violation of the Communications Act, and will not cause any forfeiture or impairment of any of the FCC Authorizations issued for the operation of any of the Borrower Stations.
Appears in 1 contract
FCC Matters. (a) BORROWER STATIONS.
(i) Schedule 8.25(a) hereto contains a complete A. A list of the FCC Authorizations Licenses of the CompaniesCompany is attached as SCHEDULE 4.30. Such list correctly sets forth the termination date of each such FCC Authorization. Each such FCC Authorization that is material The statements made to the operation of FCC in the business of any Borrower Station is validly applications for the FCC licenses were true and correct at the time made and at the time the FCC issued and the FCC Licenses. The FCC Licenses were duly issued by the FCC, are in full force and effect, and constitutes in contain all material respectsthe conditions placed upon the entire authorization for each market, all of the authorizations from the FCC necessary under the Communications Act for the operation of Borrower's business (including, without limitation, the Borrower Stations) in the same manner except as it is presently conducted and as proposed to be conducted. Borrower has taken all actions and performed all of its obligations that are necessary to maintain such FCC Authorizations for the Borrower Stations without adverse modification or impairment, and complete and correct copies of the FCC Authorizations of each Borrower Station have been delivered to Agent and Lenders. Except as expressly set forth on Schedule 8.25(a), no event has occurred which (i) results in, or after notice or lapse of time or both would result in, revocation, suspension, adverse modification, non renewal, impairment or termination of or any order of forfeiture with respect to, any FCC Authorization for a Borrower Station, or (ii) materially and adversely affects or in the future may (so far as Borrower can now reasonably foresee) materially adversely affect any of the rights of Borrower thereunder. No condition has been imposed by the FCC as part of any of the FCC Authorizations, which is not set forth on the face thereof as issued by the FCC or contained found in the rules and regulations of the FCC applicable generally ("FCC RULES"). The FCC Licenses permit the Company or ART to operate within the service area and on the channels specified. The Company has good and marketable title to the stations FCC Licenses (subject to FCC Rules on transfers of the type of the Borrower Stations.
(iiownership) Except as expressly set forth in Schedule 8.25(a), Borrower is not a party to free and has no knowledge clear of any investigationmortgage, notice of apparent liabilitypledge, violationlien, forfeiture security interest, conditional sale agreement, settlement agreements, whether oral or other order or complaint issued by or before any court or regulatory bodywritten, including the FCCclaim, encumbrance, or charge of any other proceedings (other than proceedings relation kind. The Company have fully complied with the terms of all FCC Licenses, representations made to the radio industry generally) which would FCC and the FCC Rules, except where the failure to so comply could not, singly or in the aggregate, reasonably be expected to in any manner threaten or adversely affect have a Material Adverse Effect. There are no pending petitions for reconsideration of the validity or continued effectiveness grants of the FCC Authorizations Licenses and the grants of the FCC Licenses have become final orders, no longer subject to reconsideration by the FCC on its own motion or to judicial review. The Company has not been notified of any unresolved protest to the grants of the FCC Licenses or objections by the FCC and, except for any Borrower Station. Borrower FCC rulemaking proceedings, has no reason to believe (other than there
(a) that the grants of the FCC Licenses will be rescinded or in any way modified. The FCC Rules currently provide that the Company will have exclusive use of the frequencies authorized throughout the designated rectangular geographic area and that the Company will not require prior FCC approval before activating communications paths and new transmitters within the designated area. To the Company's best knowledge, there are no pending written petitions to amend the FCC Rules in this regard and, except for FCC rulemaking proceedings, the Company has no reason to believe that any such amendments will be renewed proposed. Except as set forth on SCHEDULE 4.30 and except as could not singly or in the ordinary course. Borrower has filed in aggregate, reasonably be expected to have a timely manner all material reports (including, but not limited to, ownership reports), applications, documents, instruments and information required to be filed by it pursuant to applicable rules and regulations or requests of every regulatory body having jurisdiction over any of its FCC Authorizations for a Borrower Station.
(iii) Except as expressly set forth in Schedule 8.25
(a) to the best of Borrower's knowledge after due inquiry, none of the facilities used in connection with Borrower's radio broadcasting operations (including without limitationMaterial Adverse Effect, the transmitter Company has timely made all filings, reports, paid any fees, and tower sites owned otherwise met all FCC applicable requirements concerning the FCC Licenses. The Company has not taken any action or used by Borrower in connection with the operation of the Borrower Stations) violates in failed to take any material respect the provisions of any applicable building codesaction, fire regulations, building restrictions or other governmental ordinances, orders, or regulations and each such facility is zoned so as to permit the commercial uses intended by the owner or occupier thereof and there are no outstanding variances formal or special use permits materially affecting other proceeding pending against the Company with respect to, any of the facilities or FCC Licenses that could lead to the uses thereof.
(iv) Borrower has duly and timely filed all material filings which are required to be filed by it under the Communications Act.
(v) The executionrevocation, delivery and performance of the Credit Documents by the Obligors do not require the approval of the FCC. The executioncancellation, delivery and performance of the Credit Documents will not result in any violation of the Communications Act, and will not cause any forfeiture or impairment failure to renew any FCC License. There are no outstanding notices of apparent liability against the Company. Except as set forth on SCHEDULE 4.30, the Company does not know of any facts relating to the Company that could cause the FCC to deny its approval of any of the FCC Authorizations issued for the operation of applications or revoke or restrict any of the Borrower StationsFCC Licenses or deny its approval of or place restrictions on the Company's application to effect any Pending Acquisition, and should any such facts come to the attention of the Company or its officers or directors, the Company will promptly notify the Lenders and take all reasonable measures to remove any such impediments to consent. Except as set forth on SCHEDULE 4.30 and except as would not, singly or in the aggregate, have a Material Adverse Effect, the Company is fully qualified to be an FCC licensee and does not violate FCC requirements pertaining to its Licenses and Pending Applications, including rules restricting alien ownership of FCC Licenses.
B. To the knowledge of the Obligors, except as disclosed on SCHEDULE 4.30, there are no applications, complaints or proceedings pending or threatened (i) before the FCC relating to the business conducted by the Obligors, (ii) before any Governmental Authority relating to the business conducted by the Obligors involving charges of illegal discrimination under any Federal or state employment Laws, or (iii) before any Governmental Authority relating to the business conducted by the Obligors involving zoning issues under any Governmental Requirement, except for, in each such case, any such event that could not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Senior Secured Credit Agreement (Advanced Radio Telecom Corp)
FCC Matters. (ai) BORROWER STATIONSSection 5.1(f) of the Company Disclosure Letter sets forth a correct and complete list of all licenses and authorizations issued or granted to the Company or any of its Subsidiaries by the FCC (the “FCC Licenses”), all pending applications by the Company or any of its Subsidiaries for licenses that would be FCC Licenses if issued or granted, and all pending applications by the Company or any of its Subsidiaries for modification, extension or renewal of any FCC License. For each FCC License, Section 5.1(f) of the Company Disclosure Letter sets forth (A) the FCC Registration Number or name of the licensee, (B) the FCC call sign, license number or other license identifier, (C) the geographic area for which the Company and its Subsidiaries are authorized to provide service, (D) the current expiration date, (E) the frequency block (except for microwave licenses) and (F) where applicable, the relevant market and service designations used by the FCC. The FCC Licenses constitute all the licenses and authorizations necessary from the FCC for the business operations of the Company and its Subsidiaries as they are currently being conducted. There is no condition outside of the ordinary course imposed on any of the FCC Licenses by the FCC (including any condition on the grant of a renewal application) that is not disclosed on the face of the reference copy of the FCC License in the FCC’s Universal Licensing System database; provided, that “ordinary course” shall mean any condition described in any federal statutes, FCC Rules or similar sources that apply generally to FCC licenses of the same service.
(iii) Schedule 8.25(a(A) hereto contains Each FCC License has been granted pursuant to a complete list Final Order (without regard to the proviso in the definition of such term) and approved by the FCC to be held by the licensee listed on Section 5.1(f) of the FCC Authorizations of the Companies. Such list correctly sets forth the termination date of each such FCC Authorization. Each such FCC Authorization that Company Disclosure Letter, is material to the operation of the business of any Borrower Station is validly issued valid and in full force and effect, and constitutes in all material respectshas not been suspended, all of the authorizations from the FCC necessary under the Communications Act for the operation of Borrower's business revoked, cancelled, terminated or forfeited or adversely modified; (including, without limitation, the Borrower StationsB) in the same manner as it there is presently conducted and as proposed to be conducted. Borrower has taken all actions and performed all of its obligations that are necessary to maintain such FCC Authorizations for the Borrower Stations without adverse modification or impairment, and complete and correct copies of the FCC Authorizations of each Borrower Station have been delivered to Agent and Lenders. Except as expressly set forth on Schedule 8.25(a), no event has occurred which (i) results in, or after notice or lapse of time or both would result in, revocation, suspension, adverse modification, non renewal, impairment or termination of or any order of forfeiture with respect to, any FCC Authorization for a Borrower Station, or (ii) materially and adversely affects or in the future may (so far as Borrower can now reasonably foresee) materially adversely affect any of the rights of Borrower thereunder. No condition has been imposed by the FCC as part of any of the FCC Authorizations, which is not set forth on the face thereof as issued by proceeding pending before the FCC or contained in the rules any other Governmental Entity (and regulations no pending judicial review of the FCC applicable generally such a proceeding) or, to the stations Knowledge of the type of the Borrower Stations.
(ii) Except as expressly set forth in Schedule 8.25(a), Borrower is not a party to and has no knowledge of any investigation, notice of apparent liability, violation, forfeiture or other order or complaint issued by or before any court or regulatory body, including the FCC, or of any other proceedings (other than proceedings relation to the radio industry generally) which would reasonably be expected to in any manner threaten or adversely affect the validity or continued effectiveness of the FCC Authorizations for any Borrower Station. Borrower has no reason to believe (other than there
(a) will not be renewed in the ordinary course. Borrower has filed in a timely manner all material reports (including, but not limited to, ownership reports), applications, documents, instruments and information required to be filed by it pursuant to applicable rules and regulations or requests of every regulatory body having jurisdiction over any of its FCC Authorizations for a Borrower Station.
(iii) Except as expressly set forth in Schedule 8.25
(a) to the best of Borrower's knowledge after due inquiry, none of the facilities used in connection with Borrower's radio broadcasting operations (including without limitation, the transmitter and tower sites owned or used by Borrower in connection with the operation of the Borrower Stations) violates in any material respect the provisions of any applicable building codes, fire regulations, building restrictions or other governmental ordinances, orders, or regulations and each such facility is zoned so as to permit the commercial uses intended by the owner or occupier thereof and there are no outstanding variances or special use permits materially affecting any of the facilities or the uses thereof.
(iv) Borrower has duly and timely filed all material filings which are required to be filed by it under the Communications Act.
(v) The execution, delivery and performance of the Credit Documents by the Obligors do not require the approval of the FCC. The execution, delivery and performance of the Credit Documents will not result in any violation of the Communications Act, and will not cause any forfeiture or impairment of any of the FCC Authorizations issued for the operation of any of the Borrower Stations.the
Appears in 1 contract
FCC Matters. (ai) BORROWER STATIONSThe Company or its Subsidiaries hold all licenses, permits and other authorizations issued by the FCC to the Company or its Subsidiaries set forth in Section 2.1(e)(i) of the Company Disclosure Schedule (the "FCC LICENSES"), except where the failure to so hold such FCC Licenses individually or in the aggregate has not had and would not reasonably be expected to have a Material Adverse Effect on the Company. The FCC Licenses constitute all of the licenses, permits, franchises, consents and authorizations from the FCC that are necessary or appropriate for the operations and businesses of the Company and its Subsidiaries as they are now operated, except where the failure to have all such licenses, permits, franchises, consents and authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Company.
(iii) Except where the failure to so list such applications or provide such information would be reasonably expected to have a Material Adverse Effect on Buyer, Section 2.1(e)(ii) of the Company Disclosure Schedule 8.25(a) hereto contains sets forth each application that the Company and its Subsidiaries have pending before the FCC and sets forth the expiration date for each of the cellular FCC Licenses. The Company has provided a complete list copy, except where the FCC has not issued a written microwave authorization, to Buyer of each of the FCC Authorizations Licenses and the applications listed in Section 2.1(e)(ii) of the Companies. Such list correctly sets forth the termination date of each such Company Disclosure Schedule.
(iii) The FCC Authorization. Each such FCC Authorization that is material to the operation of the business of any Borrower Station is validly issued Licenses are valid and in full force and effect, and constitutes unimpaired by any condition or restriction or any act or omission by the Company or any of its Subsidiaries which individually or in all material respectsthe aggregate has had or would reasonably be expected to have a Material Adverse Effect on the Company. There are no modifications, amendments, applications, revocations or other proceedings, or complaints, pending or, to the knowledge of the Company, threatened, with respect to the FCC Licenses (other than proceedings that apply to the cellular or commercial mobile radio service ("CMRS") industry generally) which individually or in the aggregate has had or would reasonably be expected to have a Material Adverse Effect on the Company or Buyer, and, except as set forth in Section 2.1(e) of the Company Disclosure Schedule, all of the authorizations from fees due and payable to the FCC necessary under the Communications Act for the operation of Borrower's business (including, without limitation, the Borrower Stations) in the same manner as it is presently conducted and as proposed to be conducted. Borrower has taken all actions and performed all of its obligations that are necessary to maintain such FCC Authorizations for the Borrower Stations without adverse modification or impairment, and complete and correct copies of the FCC Authorizations of each Borrower Station have been delivered to Agent paid and Lenders. Except as expressly set forth on Schedule 8.25(a), no event has occurred which (i) results inwhich, with or after without the giving of notice or lapse of time or both both, would result in, revocation, suspension, adverse modification, non renewal, impairment or termination constitute grounds for revocation of or any order of forfeiture with respect to, any FCC Authorization for a Borrower Station, or (ii) materially and adversely affects Licenses which individually or in the future may (so far as Borrower can now reasonably foresee) materially adversely affect any of the rights of Borrower thereunder. No condition aggregate has been imposed by the FCC as part of any of the FCC Authorizations, which is not set forth on the face thereof as issued by the FCC had or contained in the rules and regulations of the FCC applicable generally to the stations of the type of the Borrower Stations.
(ii) Except as expressly set forth in Schedule 8.25(a), Borrower is not a party to and has no knowledge of any investigation, notice of apparent liability, violation, forfeiture or other order or complaint issued by or before any court or regulatory body, including the FCC, or of any other proceedings (other than proceedings relation to the radio industry generally) which would reasonably be expected to in any manner threaten have a Material Adverse Effect on the Company or adversely affect the validity or continued effectiveness of the FCC Authorizations for any Borrower Station. Borrower has no reason to believe (other than there
(a) will not be renewed in the ordinary course. Borrower has filed in a timely manner all material reports (including, but not limited to, ownership reports), applications, documents, instruments and information required to be filed by it pursuant to applicable rules and regulations or requests of every regulatory body having jurisdiction over any of its FCC Authorizations for a Borrower Station.
(iii) Except as expressly set forth in Schedule 8.25
(a) to the best of Borrower's knowledge after due inquiry, none of the facilities used in connection with Borrower's radio broadcasting operations (including without limitation, the transmitter and tower sites owned or used by Borrower in connection with the operation of the Borrower Stations) violates in any material respect the provisions of any applicable building codes, fire regulations, building restrictions or other governmental ordinances, orders, or regulations and each such facility is zoned so as to permit the commercial uses intended by the owner or occupier thereof and there are no outstanding variances or special use permits materially affecting any of the facilities or the uses thereofBuyer.
(iv) Borrower has duly and timely filed Except where a lack of compliance would not individually or in the aggregate be reasonably expected to have a Material Adverse Effect, since June 25, 1998 all material filings which are reports required by the Communications Act or required to be filed with the FCC or any other Governmental Entity by it under the Communications ActCompany or its Subsidiaries have been filed and are accurate and complete in all material respects.
(v) The executionExcept where a lack of compliance would not individually or in the aggregate be reasonably expected to have a Material Adverse Effect, delivery the Company and performance its Subsidiaries have operated their cellular systems in compliance with the Communications Act and the rules, regulations, policies and orders of the Credit Documents by relevant state public utilities commissions and the Obligors do not require the approval of the FCCFederal Aviation Administration. The execution, delivery Company and performance of its Subsidiaries have not received any written notice (or otherwise been advised in writing) to the Credit Documents will not result effect that they are in any violation of the Communications Act, and will not cause any forfeiture or impairment of any of such statutes, rules, regulations, policies or orders.
(vi) Without limiting the generality of the foregoing, except where any action would individually or in the aggregate not reasonably be expected to have a Material Adverse Effect on the Company or Buyer, no adverse finding has been made, no consent decree entered, no adverse action has been approved or taken by the FCC Authorizations issued for or any court or other administrative body, and to the operation knowledge of the Company, no admission of liability has been made with respect to the Company or any of its Subsidiaries or any of the Borrower StationsCompany's stockholders or any management employee of the Company or its Subsidiaries concerning any civil or criminal suit, action or proceeding brought under the provision of any federal, state, territorial or local law relating to any of the following: any felony; unlawful restraint of trade or monopoly; unlawful combination, contract or agreement in restraint of trade; the use of unfair methods of competition; fraud; unfair labor practice; or discrimination. Notwithstanding the foregoing, to the actual knowledge of Messrs. Fujii and ▇▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇▇ ▇. Easley, none of the Company or any management employee is the subject of any criminal suit or any action or proceeding involving a felony or fraud.
Appears in 1 contract
FCC Matters. (a) BORROWER STATIONSThe FCC Licenses have been identified to Purchaser prior to the date of this Agreement. For each FCC License, Schedule 1D sets forth (i) the FCC Registration Number or name of the licensee and, if applicable, the lessee, (ii) FCC call sign, license number or other license identifier, (iii) the geographic area for which Sellers and their Affiliates are authorized to provide service, (iv) current expiration date, (v) frequency block (except for microwave licenses) and (vi) where applicable, the relevant market and service designations used by the FCC. The FCC Licenses include all licenses and authorizations issued by the FCC that are used in the Business as it is presently conducted on the date hereof. There is no condition outside of the ordinary course imposed on any of the FCC Licenses by the FCC (including any condition on the grant of a renewal application) that is not disclosed on the face of the reference copy of the FCC License in the FCC’s Universal Licensing System database; provided that ordinary course shall include any condition described in any federal statutes, FCC regulations, orders or similar sources that applies generally to FCC licenses of the applicable radio service.
(b) Schedule 1D sets forth a list of each leased FCC License that will be assigned as part of the Transferred Assets (the “Leases”). Sellers and the Seller Entities are not, nor, to the Knowledge of Sellers, is any other party to any of the material Leases, in breach or default under the Leases, and any material breach or default that has been asserted by such other party has been waived, cured or otherwise settled. Sellers and the Seller Entities have not, nor has any other party to any of the Leases claimed in any written statement that the counterparty is in breach or default under the Leases and any past breach or default has been waived, cured or otherwise settled. For purposes of this Section 3.9(b), any breach of a payment obligation shall be deemed material. No party to any Lease has claimed in writing, and no party has threatened, in any written statement to Sellers or any of their Affiliates that the party has a right to terminate any Lease at any time or to seek damages against Sellers or any of their Affiliates for an alleged violation, breach or default by any such Person of any Lease. Except as set forth on Schedule 1D, none of the Transferred Assets is subject to a Lease.
(i) Schedule 8.25(a) hereto contains a complete list of Each FCC License and Lease has been approved by the FCC Authorizations of to be held by the Companies. Such list correctly sets forth the termination date of each such FCC Authorization. Each such FCC Authorization that licensee and, if applicable, lessee listed on Schedule 1D, is material to the operation of the business of any Borrower Station is validly issued valid and in full force and effect, and constitutes has not been suspended, revoked, cancelled, terminated or forfeited or adversely modified; (ii) there is no proceeding pending before the FCC (and no pending judicial review of such a proceeding) or, to the Knowledge of Sellers, threatened by a Person with respect to any FCC License, Lease, Sellers or any of Sellers’ Affiliates that, individually or in all the aggregate, are reasonably likely to result in the suspension, revocation, cancellation, termination, forfeiture, or adverse modification of any FCC License or Lease; and (iii) to the Knowledge of Sellers, no event, condition or circumstance would preclude any FCC License from being renewed in the ordinary course (to the extent that such FCC License or Lease is renewable by its terms).
(d) The licensee of each FCC License and the lessee of each Lease is in material respects, all compliance with the terms of the authorizations from rules, regulations and orders of the FCC necessary under (the Communications Act for “FCC Rules”) and any other Laws that apply to or that are contained in, each FCC License and the operation of Borrower's business (including, without limitation, FCC Licenses underlying the Borrower Stations) in the same manner as it is presently conducted Leases and as proposed to be conducted. Borrower has taken all actions timely fulfilled and performed all of its material obligations with respect thereto, including all reports, notifications and applications to the FCC). Sellers have provided Purchaser with access to copies of each such report, including ownership reports and regulatory fee filings, filed in the last three (3) years, with the exception of those reports that are necessary available in their entirety in the FCC’s Universal Licensing System database. Sellers have not incurred, or if incurred Sellers have fully discharged, any fine, charge or other liability resulting from any noncompliance prior to maintain the Closing relating to such reports. Sellers have timely made the payment of all regulatory fees, contributions to the Universal Service Fund, the TRS Fund and all other such funds to which contributions are required by the FCC Authorizations Rules.
(e) Except for structures that do not require registration, each of the antenna structures used for the Borrower Stations without adverse modification or impairment, and complete and correct copies operation of the FCC Authorizations Licenses and Leases has been registered with the FCC by Sellers or the licensee or lessee Affiliate, or, in the case of each Borrower Station structures where Sellers or one of their Affiliates is the lessee of the structure, to the Knowledge of Sellers, by the lessor, or an Affiliate of the lessor, of the structure.
(f) All of the currently operating cell sites and microwave paths of the Sellers and their Affiliates relating to the Business, in respect of which a filing with the FCC was required, have been delivered constructed and are currently operated in all respects as represented to Agent the FCC in currently effective filings, and Lendersmodifications to such cell sites and microwave paths have been preceded by the submission to the FCC of all required filings.
(g) There is no debt existing, outstanding or owing to the FCC or any Governmental Authority with respect to the FCC Licenses or Leases. Except as expressly set forth on Schedule 8.25(a)No amounts are due and owing to the FCC by reason of the ownership or operation pursuant to the FCC Licenses or Leases and all fees and contributions required to be paid to the FCC by Sellers or their Affiliates with respect to the FCC Licenses or Leases have been timely paid.
(h) No payments to the FCC or the United States Treasury for or with respect to any FCC License or Lease, including annual regulatory fee payments for the FCC Licenses and Leases assessed under Section 1.1152 of the FCC Rules are due or are overdue. There is no event has occurred which payment owed to the FCC, the United States Treasury or any other Governmental Authority with respect to any FCC License or Lease.
(i) results in, or after notice or lapse of time or both would result in, revocation, suspension, adverse modification, non renewal, impairment or termination of or any order of forfeiture with respect to, any FCC Authorization for a Borrower Station, or (ii) materially and adversely affects or in the future may (so far as Borrower can now reasonably foresee) materially adversely affect any of the rights of Borrower thereunder. No condition has been imposed by the FCC as part of any None of the FCC AuthorizationsLicenses has been modified by Sellers or their Affiliates in any respect, which including through disaggregation and/or partition, and there is not set forth on the face thereof as issued no pending or planned application by the Sellers or their Affiliates to modify any FCC or contained in the rules and regulations of the FCC applicable generally to the stations of the type of the Borrower StationsLicense.
(iij) Except as expressly set forth in Schedule 8.25(a), Borrower No FCC License or Lease is not subject to a party to and has no knowledge of any investigation, notice of apparent liability, violation, forfeiture condition or other order or complaint issued by or before any court or regulatory body, including the FCC, or of any other proceedings (other than proceedings relation to the radio industry generally) which would situation that could reasonably be expected to in any manner threaten place such FCC License at risk of revocation, cancellation, termination, modification, non-renewal, suspension or adversely affect the validity or continued effectiveness of the FCC Authorizations for any Borrower Station. Borrower has no reason to believe (other than there
(a) will not be renewed in the ordinary course. Borrower has filed in a timely manner all material reports (including, but not limited to, ownership reports), applications, documents, instruments and information required to be filed by it pursuant to applicable rules and regulations or requests of every regulatory body having jurisdiction over any of its FCC Authorizations for a Borrower Stationforfeiture.
(iii) Except as expressly set forth in Schedule 8.25
(a) to the best of Borrower's knowledge after due inquiry, none of the facilities used in connection with Borrower's radio broadcasting operations (including without limitation, the transmitter and tower sites owned or used by Borrower in connection with the operation of the Borrower Stations) violates in any material respect the provisions of any applicable building codes, fire regulations, building restrictions or other governmental ordinances, orders, or regulations and each such facility is zoned so as to permit the commercial uses intended by the owner or occupier thereof and there are no outstanding variances or special use permits materially affecting any of the facilities or the uses thereof.
(iv) Borrower has duly and timely filed all material filings which are required to be filed by it under the Communications Act.
(v) The execution, delivery and performance of the Credit Documents by the Obligors do not require the approval of the FCC. The execution, delivery and performance of the Credit Documents will not result in any violation of the Communications Act, and will not cause any forfeiture or impairment of any of the FCC Authorizations issued for the operation of any of the Borrower Stations.
Appears in 1 contract
FCC Matters. (a) BORROWER STATIONSSection 3.6(a) of the Company Disclosure Letter sets forth a correct and complete list of all FCC Licenses, all pending applications by the Company or any of its Subsidiaries for licenses that would be FCC Licenses if issued or granted, and all pending applications by the Company or any of its Subsidiaries for modification, extension or renewal of any FCC License. For each FCC License, Section 3.6(a) of the Company Disclosure Letter sets forth, as applicable, the complete and correct (i) FCC Registration Number (“FRN”) and name of the licensee or holder of the authorization, (ii) FCC call sign, license number or other license or authorization identifier, (iii) name of the radio service and FCC Radio Service Code or other service and service designations used by the FCC for the type of authorization in question, (iv) geographic area for which the Company and its Subsidiaries are authorized to provide service, (v) frequency block or description of authorized spectrum band, and (vi) grant date, renewal date and current expiration date. The FCC Licenses constitute all the licenses and authorizations necessary from the FCC for the business operations of the Company and its Subsidiaries as they are currently being conducted. Except as set forth in the FCC Consent Decree, there is no condition outside of the ordinary course imposed on any of the FCC Licenses by the FCC (including any condition on the grant of a renewal application) that is not disclosed on the face of the reference copy of the FCC License in the FCC’s Universal Licensing System or database or other FCC database; provided, that “ordinary course” shall mean any condition described in any federal statutes, FCC Rules or similar sources that apply generally to FCC licenses of the same service.
(ib) Schedule 8.25(aEach FCC License has been granted by the FCC pursuant to a Final Order to be held by the licensee listed on Section 3.6(a) hereto contains a complete list of the FCC Authorizations of the Companies. Such list correctly sets forth the termination date of each such FCC Authorization. Each such FCC Authorization that Company Disclosure Letter, is material to the operation of the business of any Borrower Station is validly issued valid and in full force and effect, and constitutes in all material respectshas not been suspended, all revoked, cancelled, terminated or forfeited or adversely modified. There is no proceeding pending before the FCC or any other Governmental Entity (and no pending judicial review of such a proceeding) or, to the Knowledge of the authorizations from the Company, threatened by any Person with respect to any FCC necessary under the Communications Act for the operation of Borrower's business (includingLicense that would, without limitation, the Borrower Stations) individually or in the same manner as it is presently conducted and as proposed aggregate, reasonably be likely to be conducted. Borrower has taken all actions and performed all of its obligations that are necessary to maintain such FCC Authorizations for result in the Borrower Stations without suspension, revocation, cancellation, termination, forfeiture, or adverse modification or impairment, and complete and correct copies of any FCC License. To the Knowledge of the FCC Authorizations of each Borrower Station have been delivered to Agent and Lenders. Except as expressly set forth on Schedule 8.25(a)Company, no event has occurred which (i) results inevent, condition or circumstance exists or, after notice or lapse of time or both both, would result inexist that would constitute a breach of, or default under, the terms and conditions of any FCC License or the FCC Consent Decree that would preclude any FCC License from being renewed in the ordinary course (to the extent that such FCC License is renewable by its terms) or could reasonably be expected to place such FCC License at risk of suspension, revocation, suspensioncancellation, adverse termination, forfeiture or modification.
(c) Each of the Company and its Subsidiaries is in compliance with the terms of the FCC Consent Decree and, non renewalin all material respects, impairment with the FCC Rules and any other Laws that apply to, or termination that are contained in, each FCC License and has timely fulfilled and performed all of its material obligations with respect thereto, including making all reports, filings, notifications and applications to the FCC. The Company has provided Parent prior to the date of this Agreement with access to copies of each such report, filing, notification and application, including ownership reports and regulatory fee filings, filed in the last three (3) years, with the exception of those reports, filings, notifications and applications that are available in their entirety in the FCC’s Universal Licensing System database. Except as would not be material to the Company or any order of forfeiture its Subsidiaries, neither the Company nor any of its Subsidiaries has made any misstatements of fact, or omitted to disclose any material fact, to any Governmental Entity or in any report, document or certificate filed therewith. Except as would not be material to the Company or any of its Subsidiaries, the Company has not incurred, or if incurred the Company has fully discharged, any fine, charge or other liability resulting from any noncompliance prior to the Closing relating to such reports, filings, notifications and applications. Except as would not be material to the Company or any of its Subsidiaries, the Company has timely made the payment of all regulatory fees and contributions to the FCC, the United States Treasury or any other Governmental Entity with respect to, to any FCC Authorization for a Borrower StationLicense or which are otherwise required by the FCC Rules, including Universal Service Fund and TRS Fund contributions. Except as set forth in Section 3.6(c) of the Company Disclosure Letter, no payment is owed to the FCC or any other Governmental Entity with respect to the ownership and operation of any FCC License. The consummation of the transaction contemplated hereby will not cause the FCC to impose any unjust enrichment penalties pursuant to 47 C.F.R. § 1.2111.
(d) Except as would not be material to the Company or any of its Subsidiaries, none of the FCC Licenses has been modified by the Company or its Subsidiaries in any respect. There is no pending or planned application by the Company or any of its Subsidiaries to modify any FCC License. Neither the Company nor any of its Subsidiaries have (i) entered into any field-strength agreements or otherwise granted any Interference Consents with respect to any of the spectrum that is the subject of any of the FCC Licenses, or (ii) materially and adversely affects waived or in the future may (so far as Borrower can now reasonably foresee) materially adversely affect relinquished any material right or claim with respect to any of the spectrum that is the subject of any FCC License.
(e) Neither the Company nor any of its Subsidiaries has a spectrum lease with any other Person (other than leases solely among the Company and/or direct or indirect Subsidiaries of the Company) and no other Person has any right, title or interest in or with respect to any FCC License or any right to use any spectrum covered by any FCC License.
(f) Neither the Company nor any of its Subsidiaries (i) holds, or is required to hold, any Permits issued or granted by a PUC, (ii) to the Knowledge of the Company, has any customers or assets used to provide any intrastate services subject to the jurisdiction of any PUC and (iii) otherwise engages in any activities, business or operations or hold any assets or Permits that would subject the Company or any of its Subsidiaries to the jurisdiction or authority of any PUC.
(g) Neither the Company nor any of its Subsidiaries is operating on or using, and no other Person has any rights granted to it by the Company or its Subsidiaries to operate on or otherwise use, any of Borrower thereunder. No condition has been imposed the spectrum covered by the FCC as part Licenses and, to the Knowledge of the Company, no other Person has the right, pursuant to any grant of rights by the FCC, to operate on or otherwise use any of the FCC Authorizations, which is not set forth on the face thereof as issued such spectrum covered by the FCC or contained in the rules and regulations of the FCC applicable generally to the stations of the type of the Borrower StationsLicenses.
(ii) Except as expressly set forth in Schedule 8.25(a), Borrower is not a party to and has no knowledge of any investigation, notice of apparent liability, violation, forfeiture or other order or complaint issued by or before any court or regulatory body, including the FCC, or of any other proceedings (other than proceedings relation to the radio industry generally) which would reasonably be expected to in any manner threaten or adversely affect the validity or continued effectiveness of the FCC Authorizations for any Borrower Station. Borrower has no reason to believe (other than there
(a) will not be renewed in the ordinary course. Borrower has filed in a timely manner all material reports (including, but not limited to, ownership reports), applications, documents, instruments and information required to be filed by it pursuant to applicable rules and regulations or requests of every regulatory body having jurisdiction over any of its FCC Authorizations for a Borrower Station.
(iii) Except as expressly set forth in Schedule 8.25
(a) to the best of Borrower's knowledge after due inquiry, none of the facilities used in connection with Borrower's radio broadcasting operations (including without limitation, the transmitter and tower sites owned or used by Borrower in connection with the operation of the Borrower Stations) violates in any material respect the provisions of any applicable building codes, fire regulations, building restrictions or other governmental ordinances, orders, or regulations and each such facility is zoned so as to permit the commercial uses intended by the owner or occupier thereof and there are no outstanding variances or special use permits materially affecting any of the facilities or the uses thereof.
(iv) Borrower has duly and timely filed all material filings which are required to be filed by it under the Communications Act.
(v) The execution, delivery and performance of the Credit Documents by the Obligors do not require the approval of the FCC. The execution, delivery and performance of the Credit Documents will not result in any violation of the Communications Act, and will not cause any forfeiture or impairment of any of the FCC Authorizations issued for the operation of any of the Borrower Stations.
Appears in 1 contract
Sources: Merger Agreement (Straight Path Communications Inc.)
FCC Matters. (a) BORROWER STATIONS.
(iSchedule 1.1(a) Schedule 8.25(a) hereto contains a true and complete list of the FCC Authorizations of Licenses for the Companies. Such list correctly sets forth the termination date of each such FCC Authorization. Each such FCC Authorization that is material to the operation conduct of the business and operations of any Borrower Station the Stations in the manner they are presently conducted. Each Seller, as the case may be, is validly issued the authorized legal holder of the FCC Licenses and the FCC Licenses are valid and in full force and effect, and constitutes in all material respects, all of effect through the authorizations from the FCC necessary under the Communications Act for the operation of Borrower's business (including, without limitation, the Borrower Stations) in the same manner as it is presently conducted and as proposed to be conducted. Borrower has taken all actions and performed all of its obligations that are necessary to maintain such FCC Authorizations for the Borrower Stations without adverse modification or impairment, and complete and correct copies of the FCC Authorizations of each Borrower Station have been delivered to Agent and Lenders. Except as expressly dates set forth on Schedule 8.25(a1.1(a). The operations of the Stations are in accordance with the FCC Licenses.
(b) Except as set forth in Schedule 2.9(b) and except for actions or proceedings affecting television Stations generally, (i) no application, action, complaint, petition, notice of violation, or proceeding is pending or, to any Seller’s knowledge, threatened before the FCC relating to the business or operations of the Stations and (ii) to any Seller’s knowledge, no investigation is pending or threatened before the FCC relating to the business or operations of the Stations. Except as set forth in Schedule 2.9(b), no event has occurred which (i) results inapplication, action, complaint, petition, notice of violation, or after notice proceeding is pending or, to any Seller’s knowledge, threatened, and to any Seller’s knowledge, there has been no act or lapse omission of time any Seller or both would the members, officers, directors, agents or employees of such Seller, which may result in, in the revocation, suspension, adverse modification, non renewal, impairment non-renewal or termination of or any order of forfeiture with respect to, any FCC Authorization for a Borrower Station, or (ii) materially and adversely affects or in the future may (so far as Borrower can now reasonably foresee) materially adversely affect any of the rights of Borrower thereunder. No condition has been imposed by the FCC as part suspension of any of the FCC AuthorizationsLicenses, which is not set forth on the face thereof as issued denial of any pending applications, the issuance of any cease and desist order, the imposition of any administrative actions by the FCC with respect to the FCC Licenses or contained which may affect Buyer’s ability to continue to operate the Stations as they are is currently being operated.
(c) The Stations, their transmitting and television equipment are in and, since the rules Stations have been owned by Sellers, have been operated in compliance in all material respects with the rules, regulations and regulations policies of the FCC. Each Seller has complied in all material respects with all requirements of the FCC applicable generally and the Federal Aviation Administration with respect to the stations construction and/or any alteration of the type of the Borrower Stations.
(ii) Except ’ antenna structures, except as expressly set forth in Schedule 8.25(a2.9(b), Borrower is not a party to and has no knowledge of any investigation, notice of apparent liability, violation, forfeiture or other order or complaint issued by or before any court or regulatory body, including the FCC, or of any other proceedings (other than proceedings relation to the radio industry generally) which would reasonably be expected to in any manner threaten or adversely affect the validity or continued effectiveness of the FCC Authorizations for any Borrower Station. Borrower has no reason to believe (other than there
(a) will not be renewed in the ordinary course. Borrower has filed in a timely manner all material reports (including, but not limited to, ownership reports), applications, documents, instruments and information required to be filed by it pursuant to applicable rules and regulations or requests of every regulatory body having jurisdiction over any of its FCC Authorizations for a Borrower Station.
(iiid) Except as expressly set forth in Schedule 8.25
(a) 2.9(b), no Seller knows of any facts, conditions or events relating to such Seller or the Stations that might cause the FCC to deny consent to the best of Borrower's knowledge after due inquiry, none assignment of the facilities used FCC Licenses as provided for in connection with Borrower's radio broadcasting operations (including without limitation, the transmitter and tower sites owned or used by Borrower in connection with the operation of the Borrower Stations) violates in any material respect the provisions of any applicable building codes, fire regulations, building restrictions or other governmental ordinances, orders, or regulations and each such facility is zoned so as to permit the commercial uses intended by the owner or occupier thereof and there are no outstanding variances or special use permits materially affecting any of the facilities or the uses thereofthis Agreement.
(ive) Borrower has duly The full power TV station owned by WDLP and timely filed all material filings WDLP-Sub in the Miami-Ft. Lauderdale DMA, WDLP-TV (Channel 22), enjoys carriage under the FCC’s Must Carry rules on the franchised cable systems and satellite carriers which are required listed in Schedule 2.9(e) (to be filed by it under the Communications Acteach of which WDLP-TV delivers a “good quality signal”).
(v) The execution, delivery and performance of the Credit Documents by the Obligors do not require the approval of the FCC. The execution, delivery and performance of the Credit Documents will not result in any violation of the Communications Act, and will not cause any forfeiture or impairment of any of the FCC Authorizations issued for the operation of any of the Borrower Stations.
Appears in 1 contract
Sources: Asset Purchase Agreement (Spanish Broadcasting System Inc)
FCC Matters. (a) BORROWER STATIONS.
Section 4.30(a) of the Company Disclosure Schedules lists all FCC Licenses held by the Company or its Subsidiaries, and with respect to each FCC License, the licensee name, description of the type of license and current expiration date. Such FCC Licenses constitute all of the authorizations required under the Communications Act or the rules, regulations and policies of the FCC for the present operation of the Business. The FCC Licenses are not subject to any condition except for those conditions appearing on the face of the FCC Licenses, in the FCC’s rules, in the orders issued by the FCC addressing waivers and extensions of the FCC’s rules granted to the Licensee, and in the FCC order finding the Licensee in compliance with its obligations under 47 C.F.R. § 90.353(d), and to the extent that such conditions are material to the effectiveness of the license and not disclosed in the above, such conditions have been disclosed on Section 4.30(a) of the Company Disclosure Schedules. Except as disclosed on Section 4.30(a) of the Company Disclosure Schedules, (i) Schedule 8.25(a) hereto contains a complete list of the FCC Authorizations of the Companies. Such list correctly sets forth the termination date of each such FCC Authorization. Each such FCC Authorization that is material to the operation of the business of any Borrower Station is validly issued and Licenses are in full force and effecteffect and have not been revoked, suspended, canceled, rescinded or terminated and constitutes in all material respectshave not expired, all of the authorizations from the FCC necessary under the Communications Act for the operation of Borrower's business (including, without limitation, the Borrower Stations) in the same manner as it is presently conducted and as proposed to be conducted. Borrower has taken all actions and performed all of its obligations that are necessary to maintain such FCC Authorizations for the Borrower Stations without adverse modification or impairment, and complete and correct copies of the FCC Authorizations of each Borrower Station have been delivered to Agent and Lenders. Except as expressly set forth on Schedule 8.25(a), no event has occurred which (i) results in, or after notice or lapse of time or both would result in, revocation, suspension, adverse modification, non renewal, impairment or termination of or any order of forfeiture with respect to, any FCC Authorization for a Borrower Station, or (ii) materially and adversely affects there is no pending or, to the Company’s Knowledge, threatened action by or in the future may (so far as Borrower can now reasonably foresee) materially adversely affect any of the rights of Borrower thereunder. No condition has been imposed by before the FCC as part of to revoke, suspend, cancel, rescind or modify any of the FCC Authorizations, which is not set forth on the face thereof as issued by the Licenses (other than proceedings relating to FCC or contained in the rules and regulations of the FCC applicable generally to the stations of the type of the Borrower Stations.
(ii) Except as expressly set forth in Schedule 8.25(ageneral applicability), Borrower (iii) there is not a party no order to and has no knowledge show cause, notice of any investigationviolation, notice of apparent liability, violation, or notice of forfeiture or other order or complaint issued pending or, to the Company’s Knowledge, threatened against the Company Entities by or before any court or regulatory body, including the FCC, or of any other proceedings (other than proceedings relation to the radio industry generallyiv) which would reasonably be expected to in any manner threaten or adversely affect the validity or continued effectiveness each of the Company Entities is in compliance in all material respects with the FCC Authorizations for any Borrower Station. Borrower has no reason to believe Licenses, the Communications Act and the rules, regulations and policies of the FCC, (other than there
(av) will not be renewed in the ordinary course. Borrower has filed in a timely manner all material reports (including, but not limited to, ownership reports), applications, documents, instruments and information filings required to be filed with, and all regulatory fees required to be paid to, the FCC by it pursuant to applicable rules and regulations or requests of every regulatory body having jurisdiction over any of its the Company Entities have been timely filed and paid, and (vi) all such reports and filings are accurate and complete in all material respects. No FCC Authorizations for a Borrower StationLicenses are held by Holdings.
(iiib) Except as expressly set forth in Schedule 8.25
(aSection 4.30(b) to the best of Borrower's knowledge after due inquiry, none of the facilities used in connection with Borrower's radio broadcasting operations (including without limitationCompany Disclosure Schedules describes all applications, the transmitter waivers, petitions, requests and tower sites owned or used by Borrower in connection with the operation evidence of the Borrower Stations) violates in any material respect the provisions of any applicable building codes, fire regulations, building restrictions or other governmental ordinances, orders, or regulations and each such facility is zoned so as to permit the commercial uses intended build-out compliance filed by the owner or occupier thereof and there Company Entities (the “FCC Applications”) that are no outstanding variances or special use permits materially affecting any of the facilities or the uses thereof.
(iv) Borrower has duly and timely filed all material filings which are required to be filed by it under the Communications Act.
(v) The execution, delivery and performance of the Credit Documents by the Obligors do not require the approval of pending at the FCC. The executionFCC Applications have been timely filed, delivery and performance to the Company’s Knowledge and except as indicated in Section 4.30(b) of the Credit Documents will not Company Disclosure Schedules, there are no facts or circumstances relating to any of the Company Entities that would or might reasonably be expected to, under the Communications Act and the existing rules, regulations and policies of the FCC, (i) result in the FCC’s refusal to grant any violation of the Communications ActFCC Applications, and will not (ii) materially delay obtaining the grants of the FCC Applications or (iii) cause any forfeiture the FCC to impose an adverse material condition or impairment conditions on its granting of any of the FCC Authorizations issued for Applications. The Company Entities have no reason to believe that such extensions and waivers will not be granted. The Company Entities have shared all correspondence from the operation of any FCC since December 31, 2019 to the Company Entities and to the advisers of the Borrower StationsCompany Entities in respect of the FCC Applications, with the exception of automatically-generated reminder notices regarding renewal and build out deadlines.
(c) Section 4.30(c) of the Company Disclosure Schedules describes all FCC Applications that the Company currently intends to file to support the Business, other than the FCC Transfer Applications.
Appears in 1 contract
FCC Matters. (a) BORROWER STATIONS.
(iSection 3.25(a) Schedule 8.25(a) hereto contains a complete list of the Company Disclosure Schedules lists all FCC Licenses held by the Company or its Subsidiaries, and with respect to each FCC License, the licensee name, description of the license and current expiration date. Such FCC Licenses constitute all of the authorizations required under the Communications Act or the rules, regulations and policies of the FCC Authorizations of for the Companies. Such list correctly sets forth the termination date of each such FCC Authorization. Each such FCC Authorization that is material to the present operation of the business of any Borrower Station is validly issued and Business. The FCC Licenses are in full force and effecteffect and have not been revoked, suspended, canceled, rescinded or terminated and constitutes in all material respectshave not expired. There is no pending or, all of to the authorizations from Company’s knowledge, threatened action by or before the FCC necessary under the Communications Act for the operation of Borrower's business (includingto revoke, without limitationsuspend, the Borrower Stations) in the same manner as it is presently conducted and as proposed to be conducted. Borrower has taken all actions and performed all of its obligations that are necessary to maintain such FCC Authorizations for the Borrower Stations without adverse modification cancel, rescind or impairment, and complete and correct copies of the FCC Authorizations of each Borrower Station have been delivered to Agent and Lenders. Except as expressly set forth on Schedule 8.25(a), no event has occurred which (i) results in, or after notice or lapse of time or both would result in, revocation, suspension, adverse modification, non renewal, impairment or termination of or any order of forfeiture with respect to, any FCC Authorization for a Borrower Station, or (ii) materially and adversely affects or in the future may (so far as Borrower can now reasonably foresee) materially adversely affect any of the rights of Borrower thereunder. No condition has been imposed by the FCC as part of modify any of the FCC Authorizations, which is not set forth on the face thereof as issued by the Licenses (other than proceedings relating to FCC or contained in the rules and regulations of the FCC applicable generally to the stations of the type of the Borrower Stations.
(ii) Except as expressly set forth in Schedule 8.25(ageneral applicability), Borrower and there is not a party no order to and has no knowledge show cause, notice of any investigationviolation, notice of apparent liability, violation, or notice of forfeiture or other order or complaint issued pending or, to the Company’s knowledge, threatened against the Company Group by or before any court or regulatory body, including the FCC, or of . The FCC Licenses are not subject to any other proceedings (other than proceedings relation to condition except for those conditions appearing on the radio industry generally) which would reasonably be expected to in any manner threaten or adversely affect the validity or continued effectiveness face of the FCC Authorizations for any Borrower StationLicenses or that otherwise apply pursuant to applicable Law. Borrower has no reason to believe (other than there
(a) will not be renewed Each member of the Company Group is in the ordinary course. Borrower has filed compliance in a timely manner all material respects with the FCC Licenses, the Communications Act and the rules, regulations and policies of the FCC. All material reports (including, but not limited to, ownership reports), applications, documents, instruments and information filings required to be filed with, and all regulatory fees required to be paid to, the FCC by it pursuant to applicable rules any member of the Company Group has been timely filed and regulations or requests of every regulatory body having jurisdiction over any of its FCC Authorizations for a Borrower Stationpaid. All such reports and filings are accurate and complete in all material respects.
(iiib) Except as expressly set forth in Schedule 8.25
(aSection 3.25(b) to the best of Borrower's knowledge after due inquiry, none of the facilities used in connection with Borrower's radio broadcasting operations Company Disclosure Schedules lists all applications, waivers, petitions and requests filed by the Company Group (including without limitation, the transmitter and tower sites owned or used by Borrower in connection with “FCC Applications”) that are pending at the operation FCC as of the Borrower Stations) violates in any material respect date hereof. To the provisions of any applicable building codesCompany’s knowledge, fire regulations, building restrictions or other governmental ordinances, orders, or regulations and each such facility is zoned so as to permit the commercial uses intended by the owner or occupier thereof and there are no outstanding variances facts or special use permits materially affecting circumstances relating to any member of the Company Group that would or might reasonably be expected to, under the Communications Act and the existing rules, regulations and policies of the FCC, (i) result in the FCC’s refusal to grant any of the facilities or FCC Applications, (ii) materially delay obtaining the uses thereof.
(iv) Borrower has duly and timely filed all material filings which are required to be filed by it under the Communications Act.
(v) The execution, delivery and performance grants of the Credit Documents by FCC Applications or (iii) cause the Obligors do not require the approval of the FCC. The execution, delivery and performance of the Credit Documents will not result in any violation of the Communications Act, and will not cause any forfeiture FCC to impose a material condition or impairment conditions on its granting of any of the FCC Authorizations issued for the operation of any of the Borrower StationsApplications.
Appears in 1 contract
FCC Matters. (ai) BORROWER STATIONSThe Company or its Subsidiaries hold all licenses, permits and other authorizations issued by the FCC to the Company or its Subsidiaries set forth in Section 2.1(e)(i) of the Company Disclosure Schedule (the "FCC Licenses"), except where the failure to so hold such FCC ------------ Licenses individually or in the aggregate has not had and would not reasonably be expected to have a Material Adverse Effect on the Company. The FCC Licenses constitute all of the licenses, permits, franchises, consents and authorizations from the FCC that are necessary or appropriate for the operations and businesses of the Company and its Subsidiaries as they are now operated, except where the failure to have all such licenses, permits, franchises, consents and authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Company.
(iii) Except where the failure to so list such applications or provide such information would be reasonably expected to have a Material Adverse Effect on Buyer, Section 2.1(e)(ii) of the Company Disclosure Schedule 8.25(a) hereto contains sets forth each application that the Company and its Subsidiaries have pending before the FCC and sets forth the expiration date for each of the cellular FCC Licenses. The Company has provided a complete list copy, except where the FCC has not issued a written microwave authorization, to Buyer of each of the FCC Authorizations Licenses and the applications listed in Section 2.1(e)(ii) of the Companies. Such list correctly sets forth the termination date of each such Company Disclosure Schedule.
(iii) The FCC Authorization. Each such FCC Authorization that is material to the operation of the business of any Borrower Station is validly issued Licenses are valid and in full force and effect, and constitutes unimpaired by any condition or restriction or any act or omission by the Company or any of its Subsidiaries which individually or in all material respectsthe aggregate has had or would reasonably be expected to have a Material Adverse Effect on the Company. There are no modifications, amendments, applications, revocations or other proceedings, or complaints, pending or, to the knowledge of the Company, threatened, with respect to the FCC Licenses (other than proceedings that apply to the cellular or commercial mobile radio service ("CMRS") industry generally) which individually or in ---- the aggregate has had or would reasonably be expected to have a Material Adverse Effect on the Company or Buyer, and, except as set forth in Section 2.1(e) of the Company Disclosure Schedule, all of the authorizations from fees due and payable to the FCC necessary under the Communications Act for the operation of Borrower's business (including, without limitation, the Borrower Stations) in the same manner as it is presently conducted and as proposed to be conducted. Borrower has taken all actions and performed all of its obligations that are necessary to maintain such FCC Authorizations for the Borrower Stations without adverse modification or impairment, and complete and correct copies of the FCC Authorizations of each Borrower Station have been delivered to Agent paid and Lenders. Except as expressly set forth on Schedule 8.25(a), no event has occurred which (i) results inwhich, with or after without the giving of notice or lapse of time or both both, would result in, revocation, suspension, adverse modification, non renewal, impairment or termination constitute grounds for revocation of or any order of forfeiture with respect to, any FCC Authorization for a Borrower Station, or (ii) materially and adversely affects Licenses which individually or in the future may (so far as Borrower can now reasonably foresee) materially adversely affect any of the rights of Borrower thereunder. No condition aggregate has been imposed by the FCC as part of any of the FCC Authorizations, which is not set forth on the face thereof as issued by the FCC had or contained in the rules and regulations of the FCC applicable generally to the stations of the type of the Borrower Stations.
(ii) Except as expressly set forth in Schedule 8.25(a), Borrower is not a party to and has no knowledge of any investigation, notice of apparent liability, violation, forfeiture or other order or complaint issued by or before any court or regulatory body, including the FCC, or of any other proceedings (other than proceedings relation to the radio industry generally) which would reasonably be expected to in any manner threaten have a Material Adverse Effect on the Company or adversely affect the validity or continued effectiveness of the FCC Authorizations for any Borrower Station. Borrower has no reason to believe (other than there
(a) will not be renewed in the ordinary course. Borrower has filed in a timely manner all material reports (including, but not limited to, ownership reports), applications, documents, instruments and information required to be filed by it pursuant to applicable rules and regulations or requests of every regulatory body having jurisdiction over any of its FCC Authorizations for a Borrower Station.
(iii) Except as expressly set forth in Schedule 8.25
(a) to the best of Borrower's knowledge after due inquiry, none of the facilities used in connection with Borrower's radio broadcasting operations (including without limitation, the transmitter and tower sites owned or used by Borrower in connection with the operation of the Borrower Stations) violates in any material respect the provisions of any applicable building codes, fire regulations, building restrictions or other governmental ordinances, orders, or regulations and each such facility is zoned so as to permit the commercial uses intended by the owner or occupier thereof and there are no outstanding variances or special use permits materially affecting any of the facilities or the uses thereofBuyer.
(iv) Borrower has duly and timely filed Except where a lack of compliance would not individually or in the aggregate be reasonably expected to have a Material Adverse Effect, since June 25, 1998 all material filings which are reports required by the Communications Act or required to be filed with the FCC or any other Governmental Entity by it under the Communications ActCompany or its Subsidiaries have been filed and are accurate and complete in all material respects.
(v) The executionExcept where a lack of compliance would not individually or in the aggregate be reasonably expected to have a Material Adverse Effect, delivery the Company and performance its Subsidiaries have operated their cellular systems in compliance with the Communications Act and the rules, regulations, policies and orders of the Credit Documents by relevant state public utilities commissions and the Obligors do not require the approval of the FCCFederal Aviation Administration. The execution, delivery Company and performance of its Subsidiaries have not received any written notice (or otherwise been advised in writing) to the Credit Documents will not result effect that they are in any violation of the Communications Act, and will not cause any forfeiture or impairment of any of such statutes, rules, regulations, policies or orders.
(vi) Without limiting the generality of the foregoing, except where any action would individually or in the aggregate not reasonably be expected to have a Material Adverse Effect on the Company or Buyer, no adverse finding has been made, no consent decree entered, no adverse action has been approved or taken by the FCC Authorizations issued for or any court or other administrative body, and to the operation knowledge of the Company, no admission of liability has been made with respect to the Company or any of its Subsidiaries or any of the Borrower StationsCompany's stockholders or any management employee of the Company or its Subsidiaries concerning any civil or criminal suit, action or proceeding brought under the provision of any federal, state, territorial or local law relating to any of the following: any felony; unlawful restraint of trade or monopoly; unlawful combination, contract or agreement in restraint of trade; the use of unfair methods of competition; fraud; unfair labor practice; or discrimination. Notwithstanding the foregoing, to the actual knowledge of Messrs. Fujii and ▇▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇▇ ▇. Easley, none of the Company or any management employee is the subject of any criminal suit or any action or proceeding involving a felony or fraud.
Appears in 1 contract