FCC Application Sample Clauses

FCC Application. Within five (5) business days after the delivery of the Escrow Deposit to the Escrow Agent, Buyers and Seller shall file an application with the FCC for the FCC Consent (the "FCC Application"). Buyers and Seller shall prosecute the FCC Application with all reasonable diligence and otherwise use their best efforts to obtain the FCC Consent as expeditiously as practicable (but neither Buyers nor Seller shall have any obligation to satisfy complainants or the FCC by taking any steps which would have a material adverse effect upon Buyers or Seller or upon any of their respective Affiliates). If the FCC Consent imposes any condition on Buyers or Seller or any of their respective Affiliates, such party shall use its best efforts to comply with such condition; provided, however, that neither Buyers nor Seller shall be required hereunder to comply with any condition that would have a material adverse effect upon it or any of its Affiliates. If reconsideration or judicial review is sought with respect to the FCC Consent, the party affected shall vigorously oppose such efforts for reconsideration or judicial review; provided, however, that nothing herein shall be construed to limit either party's right to terminate this Agreement pursuant to Article 16 hereof.

FCC Application. The assignment of the Station Licenses as contemplated by this Agreement is subject to the prior consent and approval of the FCC. No later than five (5) business days after the date of this Agreement, Buyer and Seller shall file the FCC Application. Seller and Buyer shall thereafter prosecute the FCC Application with all reasonable diligence and otherwise use their best efforts to obtain the grant of the FCC Application as expeditiously as practicable and shall diligently oppose any objections to, appeals from or petitions to reconsider such approval of the FCC, to the end that the FCC Consent and a Final Order with respect thereto may be obtained as soon as practicable; provided, however, that neither Seller nor Buyer shall have any obligation to satisfy any complainant or the FCC by taking any steps which would have a material adverse effect upon Seller or Buyer or upon any affiliated entity, but neither the expense nor inconvenience to a party of defending against a complainant or an inquiry by the FCC shall be considered a material adverse effect on such party. If the FCC Application has been designated for hearing by the FCC, either Buyer or Seller may elect to terminate this Agreement pursuant to Article 17 hereof. Buyer and Seller covenant that neither of them shall knowingly take any action that such party knows or has reason to know would materially and adversely affect or materially delay issuance of the FCC Consent or materially and adversely affect or materially delay the FCC Consent becoming a Final Order, unless such action is requested by the FCC or its staff or is required by the FCC's rules or policies. Should Buyer or Seller become aware of any facts which could reasonably be expected to materially and adversely affect or materially delay the FCC Consent from becoming a Fina▇ ▇▇der, or which would result in the imposition of a Material Adverse Condition, such party shall promptly notify the other party thereof in writing and both parties shall cooperate to take all steps necessary or desirable to resolve the matter expeditiously and to obtain the FCC Consent and the Final Order without the imposition of a Material Adverse Condition so long as such steps would not have a material adverse effect upon Seller or Buyer or any affiliated entity.

FCC Application. If the same has not already been filed as of the --------------- time of the execution hereof, then within three (3) business days after the execution of this Agreement, Buyer and Seller shall file an application with the FCC for the FCC Consent (the "FCC Application"). Buyer and Seller shall prosecute the FCC Application with all reasonable diligence and otherwise use their reasonable best efforts to obtain the FCC Consent as expeditiously as practicable (but neither Buyer nor Seller shall have any obligation to satisfy complainants or the FCC by taking any steps which would have a material adverse effect upon Buyer or Seller or upon any of their respective Affiliates). If the FCC Consent imposes any condition on Buyer or Seller or any of their respective Affiliates, such party shall use its reasonable best efforts to comply with such condition; provided, however, that neither Buyer nor Seller shall be required hereunder to comply with any condition that would have a material adverse effect upon it or any of its Affiliates. If reconsideration or judicial review is sought with respect to the FCC Consent, the party affected shall vigorously oppose such efforts for reconsideration or judicial review and the other party shall cooperate in such efforts; provided, however, that nothing herein shall be construed to limit either party's right to terminate this Agreement pursuant to Article 16 hereof.

FCC Application. The Company and Parent shall coordinate efforts and cooperate with each other to cause the FCC Filings to be made for approval of the transactions contemplated in the License Assignment and the Spectrum Lease (the “Cameron Transactions”) to be accomplished as soon as practicable after the date of this Agreement. In the event the Cameron Transactions have not been approved by the FCC within 35 days after the date of this Agreement (or such lesser time as the parties may mutually agree), the Company and Parent shall coordinate efforts and cooperate with each other to cause the FCC Filings to be made for approval of the transfer of control of the FCC Licenses to Parent as a result of the Offer or the Merger (the “Transfer of Control”) to be accomplished as soon as practicable thereafter. The Company and Parent shall prosecute each FCC Filing with commercially reasonable diligence and otherwise use their commercially reasonable efforts to obtain the grants of the FCC Filings (the “FCC Approval”) as expeditiously as practicable. Each party will promptly provide to the other parties a copy of any pleading, order or other document served on it relating to such FCC Filings. The Parent and the Company shall oppose any petitions to deny or other objections filed with respect to the FCC Filings and any requests for reconsideration or review of the FCC Approval.

FCC Application. Seller will file with the Federal Communication Commission application for approval of the transfer to Buyers of the Wireless Telecommunications Bureau authorizations listed on Schedule 2.1.8.

FCC Application. The assignment of the FCC Authorization as contemplated by this Agreement is subject to the prior consent and approval of the FCC. No later than ten (10) business days after the date that the parties execute this Agreement, Buyer and Seller shall file the FCC Application. Seller and Buyer shall thereafter prosecute the FCC Application with all reasonable diligence and otherwise use their best efforts to obtain the grant of the FCC Application as expeditiously as practicable. If reconsideration or judicial review is sought with respect to the FCC Consent, the party affected shall vigorously oppose such efforts for reconsideration or judicial review; provided, however, that nothing herein shall be construed to limit either party's right to terminate this Agreement pursuant to Article 17 hereof.

FCC Application. (a) As promptly as practicable after the execution and delivery of this Agreement, Buyer and the Company shall prepare all appropriate applications for FCC consent, and such other documents as may be required, with respect to the transfer of control of the Company to Buyer (collectively, the "FCC Application"). Not later than the fifth business day following execution and delivery of this Agreement, the Company shall deliver to Buyer its completed portion of the FCC Application. Not later than the tenth business day following the execution and delivery of this Agreement, Buyer shall file, or cause to be filed, the FCC Application. Buyer and the Company shall prosecute the FCC Application in good faith and with due diligence in order to obtain such FCC consent as expeditiously as practicable. If the Closing shall not have occurred for any reason within the initial effective period of the granting of approval by the FCC of the FCC Application, and neither Buyer nor the Company shall have terminated this Agreement pursuant to Section 9.01, Buyer and the Company shall jointly request one or more extensions of the effective period of such grant. No party hereto shall knowingly take, or fail to take, any action the intent or reasonably anticipated consequence of which action or failure to act would be to cause the FCC not to grant approval of the FCC Application or delay either such approval or the consummation of the transfer of control of the Company. (b) Buyer and the Company shall each pay one-half (1/2) of any FCC fees that may be payable in connection with the filing or granting of approval of the FCC Application. Buyer and the Company shall each oppose any request for reconsideration or judicial review of the granting of approval of the FCC Application.

FCC Application. The assignment of the Station Licenses as contemplated by this Agreement is subject to the prior consent and approval of the FCC. The FCC Application shall be filed by the Buyer and the Sellers with the FCC within ten days after the signing of this Agreement. The Sellers and the Buyer shall prosecute the FCC Application with all reasonable diligence and otherwise use their reasonable best efforts to obtain the grant of the FCC Application as expeditiously as practicable. If the FCC Consent imposes any condition on any party hereto, such party shall use its reasonable best efforts to comply with such condition, including, but not limited to, any FCC Consent conditioned upon the outcome of a pending FCC rulemaking proceeding. The Buyer shall provide the Sellers, and the Sellers shall provide the Buyer, with a copy of any pleading, order or other document served on it relating to the FCC Application. Neither the Buyer nor the Sellers shall, and each of them shall use its reasonable best efforts not to cause or permit any of its officers, directors, partners or other Affiliates to, take any action which could reasonably be expected to adversely affect the likelihood of the grant of the FCC Consent. If reconsideration or judicial review is sought with respect to the FCC Consent, the party affected shall vigorously oppose such efforts for reconsideration or judicial review; provided, however, that nothing herein shall be construed to limit either party's right to terminate this Agreement pursuant to Article 16 hereof. In the event that the FCC denies the FCC Application and such denial becomes a Final Order, this Agreement shall be terminated in accordance with the express terms and conditions of Article 16.

FCC Application. To Parent's knowledge and except as set forth in the Disclosure Schedule of Parent dated the date hereof and delivered to the Company (the "Parent Disclosure Schedule"), Parent and its affiliates are qualified under Current FCC Policy to hold, or control the entities which hold or will hold, the FCC Licenses currently held or controlled by the Company and to be held by Parent or any person under common control with Parent after the Effective Time. Except as set forth in the Parent Disclosure Schedule, Parent is not aware of any facts or circumstances relating to Parent or any of its affiliates that would, under Current FCC Policy, prevent or materially delay the FCC's granting of the FCC Application.