Common use of FCC Application Clause in Contracts

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. The As promptly as practicable after the date hereof but in any event no later than twenty (20) days hereafter, the parties hereto shall file with the FCC complete and accurate applications requesting its consent to the assignment of the Station KEYE Licenses from KBVO License to Buyer as contemplated by this Agreement is subject herein, which shall include any necessary waivers (the "FCC Application"). The parties hereto will cooperate in the preparation of the FCC Application (including the furnishing to each other of copies of such application and request prior to filing) and will diligently take, or cooperate in the prior taking of, all necessary and desirable steps, provide any additional information required and otherwise use their efforts to prosecute the FCC Application, and to obtain promptly the requested consent and approval of the FCCFCC to the assignment of the KEYE Licenses. No later than five (5) business days after the date of this Agreement, Buyer and Seller shall file Any fees assessed by the FCC Application. Seller and Buyer shall thereafter prosecute incident to the FCC Application with all reasonable diligence and otherwise use their best efforts to obtain the filing or grant of the FCC Application shall be borne by Buyer. The parties hereto shall make available to one another, promptly after the filing thereof, copies of all correspondence, amendments, and reports filed on or prior to the Closing Date with the FCC by any parties hereto, as expeditiously as practicable and the case may be, in respect of KEYE. Each party shall diligently oppose notify the other parties hereto in the event it becomes aware of any objections toother facts, appeals from actions, communications, or petitions occurrences that might directly or indirectly affect the parties' intent or ability to reconsider such effect prompt FCC approval of the FCC, transactions contemplated by this Agreement. Buyer and Sellers shall oppose any petitions to deny or other objections filed with respect to the end FCC Application that the FCC Consent and a Final Order with respect thereto may be obtained as soon as practicableare directed to Buyer or Sellers, respectively; providedPROVIDED, howeverHOWEVER, that neither Buyer nor any Seller nor Buyer shall have any obligation to satisfy participate in any complainant or evidentiary hearing on the FCC by taking Application. If any steps which would have a material adverse effect upon Seller of the parties or Buyer or upon any affiliated entity, but neither the expense nor inconvenience to a party of defending against a complainant or an inquiry their subsidiaries are required by the FCC shall be considered a material adverse effect to participate in any evidentiary hearing on the FCC Application, such party. If , at its option, by written notice of termination to the FCC Application has been designated for hearing by other parties, may terminate this Agreement; PROVIDED, HOWEVER, that the FCC, either Buyer or Seller terminating party may elect to not so 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 if it or any affiliated entityof its Affiliates are in material default under any provision of this Agreement.

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 Not later than five ten (510) business calendar days after the date of this Agreementthe exercise of the Option, ---------------- Seller and Buyer shall file with the FCC substantially complete applications (the “FCC Applications”) seeking the FCC’s consent to the assignment of the FCC Licenses from Seller to Buyer and Seller shall file Buyer’s assumption thereof (the “FCC ApplicationConsent”). Seller and Buyer shall thereafter diligently and promptly take all actions necessary, or desirable and proper, ------- to prosecute the FCC Application Applications expeditiously. Seller shall timely publish and/or broadcast the notices required by the rules and regulations of the FCC pertaining to the FCC Applications. Seller and Buyer shall cooperate with each other in the preparation and prosecution of the FCC Applications. Seller and Buyer shall provide to each other copies of any and all reasonable diligence petitions and otherwise pleadings filed by any third party, and copies of any and all correspondence and orders received from the FCC, with respect to any of the FCC Applications. In the event that the FCC imposes any condition upon Buyer or Seller with respect to any FCC Applications, the party subject to such condition shall use their its 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 practicablecomply therewith; provided, however, that neither Seller nor Buyer the party -------- ------- subject to such condition shall have not be required to take any obligation to satisfy any complainant or the FCC by taking any steps action which would have a material adverse Material Adverse Effect on such party or any Affiliate of such party. Buyer shall not enter into any agreement or transactions to acquire any other broadcast properties or stations in the Phoenix, Arizona market, nor shall Buyer take any other action, including but not limited to, entering into a time brokerage agreement, local marketing agreement, or joint sales agreement, which could have the 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 delaying action by the FCC shall be considered a material adverse effect on such party. If upon the FCC Application has been designated for hearing by Applications or the FCC, either Buyer or Seller may elect to terminate this Agreement pursuant to Article 17 hereofconsummation of the transactions contemplated hereby. Buyer and Seller covenant that neither of them shall knowingly take oppose any action that such party knows petitions to deny or has reason other objections filed with respect to know would materially any applications for the FCC Consent and adversely affect any requests for reconsideration or materially delay issuance judicial review of the FCC Consent or materially and adversely affect or materially delay otherwise use their commercially reasonable efforts to cause the FCC Order to become a Final Action as soon as practicable. If the Closing shall not have occurred for any reason within the original effective period of the FCC Consent, and neither party shall have terminated this Agreement under Section 10, the parties shall jointly request an extension of the effective period of the FCC Consent. No extension of the FCC Consent becoming a Final Order, unless such action is requested by shall limit the FCC or its staff or is required by the FCC's rules or policies. Should Buyer or Seller become aware right of any facts which could reasonably be expected party 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 entityexercise its rights under Section 12.

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 The FCC Application will be filed by the Buyer and the Sellers with the FCC within ten (510) business days after of the date signing of this Agreement, Buyer . The Sellers and Seller shall file the FCC Application. Seller and Buyer shall thereafter 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 and shall diligently oppose any objections to, appeals from or petitions to reconsider such approval of the FCC, to the end that 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 will provide the Sellers, and the Sellers will provide the Buyer, with a Final Order copy of any pleading, order or other document served on such Person relating to the FCC Application. Neither the Buyer nor the Sellers will, and each of them will 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 thereto may be obtained as soon as practicableto the FCC Consent, the Party affected shall vigorously oppose such efforts for reconsideration or judicial review; 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 nothing herein shall be considered a material adverse effect on such party. If the FCC Application has been designated for hearing by the FCC, construed to limit either Buyer or Seller may elect Party's right to terminate this Agreement pursuant to Article 17 16 hereof. Buyer and Seller covenant In the event 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 denies the FCC Consent becoming Application and such denial becomes a Final Order, unless such action is requested by this Agreement shall be terminated in accordance with the FCC or its staff or is required by the FCC's rules or policies. Should Buyer or Seller become aware express terms and conditions 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 Article 16 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 entitythis Agreement.

FCC Application. (a) The assignment of the Station FCC Licenses as contemplated by this Agreement is subject to the prior consent and approval of the FCC. Prior to the Closing, Buyer shall not directly or indirectly control, supervise, direct, or attempt to control, supervise, or direct, the operations of the Stations, and all such operations, including complete control and supervision of all of the Stations' programs, employees, and policies, shall be the sole responsibility of Seller until the Closing. (b) No later than five ten (510) business days after the date of this Agreement, Buyer and Seller shall prepare and jointly file a complete and grantable FCC Application, and the parties shall use reasonable efforts to cause the FCC Applicationto accept the FCC Application for filing as soon as practicable. Seller and Buyer shall thereafter prosecute the FCC Application in good faith and 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 Consent imposes any condition on any party hereto, such party shall use its best efforts to comply with such condition; provided, however, that no party shall be required to comply with any condition that would have a material adverse effect upon it or any affiliated entity. If rehearing, reconsideration or judicial review is sought by a third party or by the FCCFCC on its own motion with respect to the FCC Consent, Buyer and Seller shall vigorously oppose such efforts for rehearing, reconsideration or judicial review; provided, however, that nothing herein shall be construed to limit either Buyer or Seller may elect party's right 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 10 (Termination Rights). (c) All FCC filing or has reason grant fees with respect to know would materially and adversely affect or materially delay issuance the assignment of the FCC Consent or materially Licenses from Seller to Buyer shall be paid equally by Buyer and adversely affect or materially delay Seller. Each party shall otherwise bear its own costs and expenses (including the fees and disbursements of its counsel) in connection with the preparation of the portion of the FCC Consent becoming a Final Order, unless such action is requested Application to be prepared by it and in connection with the FCC or its staff or is required by processing and defense of 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 entityapplication.

FCC Application. (a) The assignment of the Station FCC Licenses as contemplated by this Agreement is subject to the prior consent and approval of the FCC. No later than Prior to the Closing, Buyer shall not directly or indirectly control, supervise, direct, or attempt to control, supervise, or direct, the operations of the Station, and all such operations, including complete control and supervision of all of the Station' programs, employees, and policies, shall be the sole responsibility of Seller until the Closing. (b) Within five (5) business days after the date of this Agreementhereof, Buyer and Seller shall prepare and jointly file a complete and grantable FCC Application, and the parties shall use reasonable efforts to cause the FCC Applicationto accept the FCC Application for filing as soon as practicable thereafter. Seller and Buyer shall thereafter prosecute the FCC Application in good faith and 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 Consent imposes any condition on any party hereto, such party shall use its best efforts to comply with such condition; provided, however, that no party shall be required to comply with any condition that would have a material adverse effect upon it or any affiliated entity. If rehearing, reconsideration or judicial review is sought by a third party or by the FCCFCC on its own motion with respect to the FCC Consent, Buyer and Seller shall vigorously oppose such efforts for rehearing, reconsideration or judicial review; provided, however, that nothing herein shall be construed to limit either Buyer or Seller may elect party's right 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 10 (Termination Rights). (c) All FCC filing or has reason grant fees with respect to know would materially and adversely affect or materially delay issuance the assignment of the FCC Consent or materially Licenses from Seller to Buyer shall be paid equally by Buyer and adversely affect or materially delay Seller. Each party shall otherwise bear its own costs and expenses (including the fees and disbursements of its counsel) in connection with the preparation of the portion of the FCC Consent becoming a Final Order, unless such action is requested Application to be prepared by it and in connection with the FCC or its staff or is required by processing and defense of 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 entityapplication.

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 Upon Seller's three (3) business days' prior written notice to Buyer, but in any event, no later than five thirty (530) business days after the date of this AgreementAgreement whether or not such notice is given, 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 commercially reasonable 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 third party (including but not limited to a petitioner or 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 petition to deny or other third party complaint or an inquiry by the FCC shall be considered a material adverse effect on such 7 -6- party. Each party will promptly provide the other party with a copy of any pleading, order, or other document sent or received by it relating to the FCC Application. Each party shall make whatever amendments or submissions are required or requested by the FCC or otherwise necessary to secure FCC Consent; provided however, that such amendment or response does not have a material adverse effect on such party or any affiliated entity. If the FCC Application has been designated for hearing by Consent imposes any condition on any party hereto, such party shall use commercially reasonable efforts to comply with such condition; provided, however, that no party shall be required to comply with any condition that would have a material adverse effect upon it or any affiliated entity. If reconsideration or judicial review is sought with respect to the FCCFCC Consent, the party affected shall vigorously oppose such reconsideration or judicial review; provided, however, that nothing herein shall be construed to limit either Buyer or Seller may elect party's right 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. (a) The assignment of the Station FCC Licenses as contemplated by this Agreement is subject to the prior consent and approval of the FCC. Between the date of this Agreement and the Closing, Buyer shall not directly or indirectly, control the operation of the Station. (b) No later than five (5) business days after the date of this Agreement, Buyer and Seller shall each prepare and jointly file the a complete and grantable FCC Application. Seller and Buyer shall thereafter prosecute the FCC Application in good faith and 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 Consent imposes any condition on any party hereto, such party shall use its best efforts to comply with such condition; provided, however, that no party shall be required to comply with any condition that would have a material adverse effect upon it or any affiliated entity. If reconsideration or judicial review is sought with respect to the FCC Consent, the party or parties affected shall vigorously oppose such efforts for hearing by the FCCreconsideration or judicial review; provided, however, that nothing herein shall be construed to limit either Buyer or Seller may elect party's right to terminate this Agreement pursuant to Article 17 hereof. ARTICLE 12 (Termination Rights). (c) All FCC filing or grant fees shall be borne equally by Buyer and Seller covenant that neither Seller. Each party shall otherwise bear its own costs and expenses (including the fees and disbursements 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 its counsel) in connection with the preparation of the portion of the FCC Consent or materially Application to be prepared by it and adversely affect or materially delay in connection with 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 processing and defense 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 entitythat application.

FCC Application. The assignment of the Station Licenses (a) As soon as contemplated by this Agreement is subject to the prior consent and approval of the FCC. No possible (but in no event later than five (5) business seven calendar days after the date of this Agreement, ) Seller and Buyer and Seller shall file an application with the FCC (the "FCC Application") requesting the FCC's written consent to the assignment of the FCC Licenses from Seller to Buyer pursuant to this Agreement. Seller and Buyer shall thereafter prosecute diligently take all steps that are necessary, proper or desirable to expedite the FCC Application with all reasonable diligence and otherwise use their best efforts to obtain the grant prosecution of the FCC Application as expeditiously as practicable and to a favorable conclusion. Each party shall diligently oppose promptly provide the other with a copy of any objections topleading, appeals from order or petitions other document served on it relating to reconsider such approval of the FCC Application, shall furnish all information required by the FCC, and shall be represented at all meetings or hearings scheduled to consider the FCC Application. The FCC's written consent to the end FCC Application is referred to herein as the "FCC Consent." (b) Notwithstanding anything herein to the contrary, (i) Closing is subject to the condition (the "Divestiture Condition") that Buyer assign either the FCC Consent licenses and a Final Order authorizations with respect thereto may be obtained to WNAC (the "WNAC Licenses") or its right to acquire the Station hereunder (as provided by Section 11.1) to an FCC qualified assignee who will not (by reason of attributable ownership interests) directly or indirectly adversely affect the parties' ability to consummate Closing or limit ownership or acquisition by Buyer or Seller of other stations (including without limitation radio stations in the Providence market) or otherwise adversely affect either party under the FCC's multiple ownership rules (a "Qualified Assignee"); (ii) Buyer shall use commercially reasonable efforts to satisfy the Divestiture Condition as soon as practicablepossible, including without limitation by filing (or causing to be filed) with the FCC as soon as possible a complete application (including a definitive agreement) to assign either the WNAC Licenses or the Station to a Qualified Assignee (the "Divestiture Application") and thereafter diligently prosecuting (or causing to be prosecuted) such application and keeping Seller fully informed with respect thereto; (iii) if the Divestiture Condition is not satisfied and Closing does not occur by September 8, 2001 then Seller may terminate this Agreement at any time within sixty (60) days thereafter; provided, however, that neither Seller nor Buyer shall have any obligation to satisfy any complainant or if the FCC Divestiture Application is filed by taking any steps which would have a material adverse effect upon Seller or Buyer or upon any affiliated entityMarch 8, 2001 and thereafter diligently prosecuted and on file but neither the expense nor inconvenience to a party not granted as of defending against a complainant or an inquiry September 8, 2001, then such termination right 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 not be exercised until the FCC Consent or materially and adversely affect or materially delay the FCC Consent becoming a Final Ordersixty (60) day period following March 8, 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 entity2002.