FCC and PUC Authorizations Sample Clauses

FCC and PUC Authorizations. (a) Schedule 5.27(a) sets forth all FCC Authorizations and PUC Authorizations held by any Loan Party, or Subsidiary thereof, as of the Closing Date. Each FCC Authorization and PUC Authorization is issued in the name of one of the Loan Parties or its Subsidiary. Each FCC Authorization and PUC Authorization, is free and clear of all Liens, except with respect to Permitted Liens or encumbrances that apply under the Communication Laws generally to authorizations similar to the FCC Authorizations or PUC Authorizations, as applicable. There is no condition outside of the ordinary course imposed on any FCC Authorization by the FCC nor any PUC Authorization by the applicable PUC, except for those conditions imposed generally upon authorizations similar to the FCC Authorizations or PUC Authorizations or as set forth on the face of the applicable FCC Authorization or PUC Authorization. The Loan Parties’ FCC Authorizations and PUC Authorizations are all of the material licenses, permits, permissions and other authorizations of the FCC and PUCs necessary to operate the Loan Parties’ business as now conducted, except for any such FCC Authorization or PUC Authorization the lack of which would not have a Material Adverse Effect.
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FCC and PUC Authorizations. Within fifteen (15) days after the date hereof, Purchaser shall prepare and file applications with the FCC for consent to the transfer by Seller to Purchaser of control of, and of all of Seller's rights and interests in and to, the FCC Authorizations; provided that, Seller will review the application prior to filing and will provide its comments and revisions to Purchaser within five (5) days of its receipt. Within fifteen (15) days after the date hereof, if required, Purchaser shall file such other applications for all consents and approvals of the PUC and other regulatory consents and approvals necessary for the consummation of the transactions contemplated hereby, if any. Seller and Purchaser shall diligently and jointly prosecute all such applications and take all such actions and give all such notices as may be required by the FCC or the PUC, or any other regulatory agency, or as may be requested by the FCC or the PUC, or any other regulatory agency (to the extent that the parties hereto mutually agree that any such request is reasonable), or as may be appropriate in an effort to expedite the grant of such consent by the FCC or the PUC, or such other regulatory agency; provided that, in obtaining any such consents, authorizations, approvals or waivers, neither party shall be required to pay any consideration (other than customary filing fees and the like), divest or otherwise rearrange the composition of any asset or businesses or agree to any conditions, restrictions, requirements or other obligations which are or are reasonably likely to be materially adverse or materially burdensome to it.
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Related to FCC and PUC Authorizations

  • Governmental Authorizations; Private Authorizations; Governmental Filings The Borrower has obtained, maintained and kept in full force and effect all Governmental Authorizations and Private Authorizations which are necessary for it to properly carry out its business, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, and made all material Governmental Filings necessary for the execution and delivery by it of the Facility Documents to which it is a party, the Borrowings by the Borrower under this Agreement, the pledge of the Collateral by the Borrower under this Agreement and the performance by the Borrower of its obligations under this Agreement, the other Facility Documents, and no material Governmental Authorization, Private Authorization or Governmental Filing which has not been obtained or made, is required to be obtained or made by it in connection with the execution and delivery by it of any Facility Document to which it is a party, the Borrowings by the Borrower under this Agreement, the pledge of the Collateral by the Borrower under this Agreement or the performance of its obligations under this Agreement and the other Facility Documents to which it is a party.

  • Authorization; Approvals The issuance of the Policy and the execution, delivery and performance of this Agreement and the Insurance Agreement have been duly authorized by all necessary corporate proceedings. No further approvals or filings of any kind, including, without limitation, any further approvals of or further filings with any governmental agency or other governmental authority, or any approval of the Insurer’s board of directors or stockholders, are necessary for the Policy, this Agreement and the Insurance Agreement to constitute the legal, valid and binding obligations of the Insurer.

  • Regulatory Authorizations (i) All material Consents of any Governmental Authorities shall have been obtained and shall be in full force and effect, and (ii) the applicable waiting period under the HSR Act shall have expired or been terminated.

  • Government Authorizations No Consent of, with or to any Governmental Authority is required to be obtained or made by or with respect to Buyer or any of its Affiliates in connection with the execution and delivery of this Agreement and the other Transaction Documents by Buyer or the consummation by Buyer of the transactions contemplated hereby and thereby, except for (a) required filings under the HSR Act, (b) as set forth on Section 5.4 of the Buyer Disclosure Schedule, and (c) Consents not required to be made or given until after Closing.

  • Authorization and Approvals No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution, delivery and performance by the Borrower, the Parent, or any Guarantor of the Credit Documents to which it is a party or the consummation of the transactions contemplated thereby. At the time of each Borrowing, no authorization or approval or other action by, and no notice to or filing with, any Governmental Authority will be required for such Borrowing or the use of the proceeds of such Borrowing the absence of which could reasonably be expected to cause a Material Adverse Change.

  • Power; Authorization Such Investor has all requisite power and authority to execute and deliver this Agreement. This Agreement, when executed and delivered by such Investor, will constitute a valid and legally binding obligation of such Investor, enforceable in accordance with its respective terms, except as: (a) limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally; and (b) limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

  • Authorizations and Approvals Each Borrower shall promptly obtain, from time to time at its own expense, all such Governmental Approvals as may be required to enable such Borrower to comply with its obligations, under the Loan Documents and its Constituent Documents, and to conduct its business in the customary fashion.

  • Authorizations and Filings No authorization, consent, approval, license, exemption or other action by, and no registration, qualification, designation, declaration or filing with, any Official Body is or will be necessary or advisable in connection with the execution and delivery of this Agreement, the Note or the other Loan Documents, consummation of the transactions herein or therein contemplated or performance of or compliance with the terms and conditions hereof or thereof.

  • Governmental Authorizations and Regulations Schedule 2.15 lists all licenses, franchises, permits and other governmental authorizations held by Seller material to the use of the Purchased Assets. Such licenses, franchises, permits and other governmental authorizations are valid, and Seller has not received any notice that any governmental authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. Except as set forth on Schedule 2.15, Seller holds all licenses, franchises, permits and other governmental authorizations, the absence of any of which could have a material adverse effect on the use of the Purchased Assets.

  • Governmental Authorizations, Etc No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by the Company of this Agreement or the Notes.

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