License Subsidiaries Clause Samples
License Subsidiaries. (a) Use commercially reasonable efforts to ensure that all material Broadcast Licenses obtained on or after the Closing Date are held at all times by one or more Retained Existing Notes Indenture Unrestricted License Subsidiaries; provided, however, such requirement will not apply if holding any Broadcast License in a Retained Existing Notes Indenture Unrestricted License Subsidiary (i) is reasonably likely to have material adverse tax, operational or strategic consequences to the Parent Borrower or any Restricted Subsidiaries (as determined in good faith by the Parent Borrower) or (ii) requires any approval of the FCC or any other Governmental Authority that has not been obtained (the Parent Borrower agreeing to use commercially reasonable efforts to obtain any such approval).
(b) Ensure that each License Subsidiary engages only in the business of holding Broadcast Licenses and rights and activities related thereto.
(c) Ensure that the FCC Authorizations held by each License Subsidiary are not (i) commingled with the property of any Borrower and any Subsidiary thereof other than another License Subsidiary or (ii) transferred by such License Subsidiary to the Parent Borrower or any Restricted Subsidiary (other than any other License Subsidiary), except in connection with a Disposition permitted under Section 7.05.
(d) Ensure that no License Subsidiary has any Indebtedness or other material liabilities except (a) liabilities arising under the Loan Documents to which it is a party and (b) trade payables incurred in the ordinary course of business, tax liabilities incidental to ownership of such rights and other liabilities incurred in the ordinary course of business, including those in connection with agreements necessary or desirable to operate a Broadcast Station, including retransmission consent, affiliation, programming, syndication, time brokerage, joint sales, lease and similar agreements.
License Subsidiaries. (a) License Subsidiaries must be wholly-owned domestic Subsidiaries of the Borrower created or formed in accordance with the terms of Section 5.16 and designated by the Borrower as a “License Subsidiary” hereunder by written prior notice to the Administrative Agent thereof. License Subsidiaries shall be single purpose entities created and formed only for the sole purpose of holding Authorizations for Broadcast Stations.
(b) Upon any acquisition permitted under Section 6.04(d), the Borrower shall cause the acquired Authorizations relating to each acquired Broadcast Station to be acquired by, and held in, one or more License Subsidiaries.
(c) Upon the occurrence and during the continuance of any Event of Default, the Borrower shall promptly, but in any event not more than 90 Business Days, cause the all of the Authorizations relating to each Broadcast Station held by such Borrower and each other Loan Party to be transferred to a License Subsidiary.
(d) Each License Subsidiary will, and the Borrower will cause each License Subsidiary to, maintain its Equity Interests and properties subject to a prior first Lien securing the Secured Obligations.
(e) Each License Subsidiary will, and the Borrower will cause each License Subsidiary to, (i) be formed and organized, and operate, in each case solely for the purpose of holding the Authorizations directly, and not hold or own any assets other than (A) the Authorizations, and (B) licenses with the Subsidiaries of the Borrower related to the use of the Authorizations, (ii) do all things necessary under applicable law and its organizational documents to observe organizational formalities and to preserve its existence, and not amend, modify or otherwise change its certificate of organization or operating agreement, or allow the same to be amended, modified or otherwise changed, without the prior written consent of Administrative Agent, (iii) maintain all of its books, records, financial statements and bank accounts separate from those of any Affiliate, (iv) be, and at all times hold itself out to the public as, a legal entity separate and distinct from any other entity, including its members, correct any known misunderstanding regarding its status as a separate entity, conduct business in its own name, not identify itself as a division or part of its members and maintain and utilize separate stationary, invoices and checks, (v) maintain adequate capital for the normal obligations reasonably foreseeable in a business of i...
License Subsidiaries. The Company and each of its Subsidiaries shall cause each FCC License and Spectrum Lease to be held directly by a corporation, limited liability company, or limited partnership organized under the laws of a jurisdiction in the United States that (a) is a wholly-owned direct or indirect Subsidiary of the Company, (b) does not engage in any business or activity other than the ownership and use of one or more FCC Licenses and/or Spectrum Leases and activities incidental thereto, (c) does not own or acquire any assets other than one or more FCC Licenses and/or Spectrum Leases and Capitol Stock of a Subsidiary with operating personnel for FCC-related business, and (d) does not have or incur any Indebtedness or other liabilities other than liabilities under the Note Documents, liabilities imposed by laws, including tax liabilities, or other liabilities incidental to its existence and permitted business and activities (any corporation, limited liability company, or limited partnership satisfying the foregoing requirements, a "License Subsidiary").
License Subsidiaries. (a) Except, in each case, to the extent that the failure to do so could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, ensure that each License Subsidiary engages only in the business of holding Broadcast Licenses and rights and activities related thereto.
(b) Except, in each case, to the extent that the failure to do so could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, ensure that the FCC Authorizations held by each License Subsidiary are not (i) commingled with the property of the Borrower and any Restricted Subsidiary thereof other than another License Subsidiary or (ii) transferred by such License Subsidiary to the Borrower or any Restricted Subsidiary (other than any other License Subsidiary), except in connection with a Disposition permitted under Section 7.05.
(c) Except, in each case, to the extent that the failure to do so could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, ensure that no License Subsidiary has any Indebtedness or other material liabilities except (i) liabilities arising under the Loan Documents to which it is a party, the ABL Facility and the Senior Notes and (ii) trade payables incurred in the ordinary course of business, tax liabilities incidental to ownership of such rights and other liabilities incurred in the ordinary course of business, including those in connection with agreements necessary or desirable to operate broadcast stations, including affiliation, programming, syndication, time brokerage, joint sales, lease and similar agreements.
License Subsidiaries. Collectively, (a) Emmis License Corporation of New York, Emmis Radio License Corporation, Emmis Radio License Corporation of New York, Emmis Radio License, LLC, Emmis Television License, LLC and (b) any new Subsidiaries that hold licenses to broadcast or transmit radio or television signals formed or acquired in connection with any Permitted Acquisition, or any internal reorganization permitted pursuant to §10.5.1(a).
License Subsidiaries. All FCC Licenses and other Necessary Authorizations issued by the FCC relating to the Stations of the Borrower and its Restricted Subsidiaries are held by a License Subsidiary.
License Subsidiaries. Each License Subsidiary has no significant assets (other than the Regulatory Licenses held by it) or material liabilities (other than under the Loan Documents to which it is a party).
License Subsidiaries. No License Subsidiary shall (i) engage in any business (other than (x) the holding of the FCC Licenses, (y) actions required to maintain such FCC Licenses in full force and effect, and (z) actions required to maintain its separate corporate, company, partnership or other legal existence or to perform its obligations under any of the Loan Documents to which it is a party), (ii) own any assets (other than FCC Licenses), (iii) create or permit to exist any Liens on any of its assets except Liens granted in favor of the Collateral Trustee for the benefit of the Secured Parties, or (iv) incur any obligations or incur any other Indebtedness or guaranteed Indebtedness (other than the Obligations). No Credit Party, other than a License Subsidiary, shall hold any FCC License material to the operation of the business of the Borrower and its Subsidiaries (other than any authorizations from the FCC related to delivering programming in a foreign country, which authorizations may be held by Borrower).
License Subsidiaries. All FCC Licenses shall be held by one or more License Subsidiaries (and any License Subsidiary may own more than one FCC License). The Borrower shall cause each License Subsidiary from and after the Closing Date to (a) maintain a separate legal existence from the Borrower and its other Subsidiaries, (b) not make loans to or assume or guaranty the obligations of any Person (other than pursuant to the Guaranty), (c) otherwise be operated in such a manner that the separate legal existence of such License Subsidiary will not be disregarded in any insolvency or other legal proceeding, (d) hold no assets other than the FCC Licenses and have no financial obligations in each case other than (i) contracts entered into in the ordinary course of business and customary in the industry for broadcast company license subsidiaries which do not result in the incurrence of any Indebtedness by any License Subsidiary, (ii) contracts related to Permitted Acquisitions or other acquisitions, Investments or dispositions permitted by subsections 7.3 and 7.7 to the extent such License Subsidiary is party thereto solely for the purpose of transferring or acquiring the applicable FCC Licenses and (iii) obligations to the Administrative Agent, and the Lenders as a Guarantor, (e) if not a Guarantor on the Closing Date, become a Guarantor in accordance with the terms hereof and the other Loan Documents upon or prior to the time of acquiring any FCC License and (f) ▇▇▇▇▇ ▇ ▇▇▇▇ in its assets to the Administrative Agent pursuant to the Loan Documents.
License Subsidiaries. All FCC Licenses and other Authorizations relating to the Stations are held by a License Subsidiary. No License Subsidiary (a) owns or holds any assets (including the ownership of stock or any other interest in any Person) other than Operating Agreements and FCC Licenses and other Authorizations relating to the Stations, (b) is engaged in any business other than the holding, acquisition and maintenance of FCC Licenses and other Authorizations, (c) has any investments in any other Person other than the Borrower or (d) owes any Indebtedness (other than Guaranty Obligations to the Senior Subordinated Note Holders and the Lenders with respect to the Senior Subordinated Indebtedness and the Obligations, respectively) to any Person other than the Borrower.