Failure to Qualify Resulting from Significant Violation Sample Clauses

Failure to Qualify Resulting from Significant Violation. If the FCC determines that SNR fails to qualify and remain qualified as a Qualified Person as required under Section 11.3(a)(iii), or that the License Company or any of its Subsidiaries are not qualified to retain the Auction Benefits and such failure (A) causes the License Company or any of its Subsidiaries to fail to retain any Auction Benefits and the corresponding unjust enrichment payments in respect thereof have become due and payable to the FCC, (B) has not resulted from a change in applicable FCC Rules (including through the promulgation of an order or similar action by the FCC) and (C) has resulted from an action or failure to act by SNR and/or the Company that is a Significant Violation, then SNR agrees that, upon the written request of American III, SNR and the Company shall within five (5) Business Days thereafter file with the FCC an appropriate application for transfer of control of the applicable licenses held by the License Company and its Subsidiaries (and American III shall provide such assistance and information as is reasonably requested by SNR or the Company). Upon the written request of American III (which must be made within 60 days following the date on which the Auction Benefits or portion thereof are forfeited), following receipt of FCC approval, the Company (or, in the event the Company does not have adequate capital, American III) shall refund capital to the SNR Members in an amount equal to the aggregate amount of equity capital contributions previously made by the SNR Members to the Company, less (y) any prior distributions to the SNR Members (other than tax distributions pursuant to Section 3.1(b)), and (z) *** (as liquidated damages and not as a penalty), in full redemption of the SNR Members’ Interests; provided that American III shall promptly pay to the FCC, on behalf of the License Company and its Subsidiaries, an amount equal to the aggregate amount of all payments due to the FCC as a result of, or as a condition to, the redemption of the SNR Members’ Interests (including any unjust enrichment payment) pursuant to American III’s written request. Following FCC approval of the redemption (if required), SNR shall resign as Manager of the Company, such resignation to be effective on the consummation of the redemption and the appointment of a replacement Manager. Upon completion of such payment in full redemption, the SNR Members shall automatically cease to be (x) Members of the Company and (y) parties to this Agreement, in...