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. 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. The assignment of the Station Licenses as contemplated by this Agreement is subject 7.1.1 Prior to the prior date hereof, Buyer, the Class B Shareholders and the Company, respectively have filed with the FCC the applications required by it ("FCC Application") to obtain the consent and approval of the FCCFCC to the consummation of the Stock Closing ("FCC Consent"). The FCC Application shall be filed by Buyer, the Buyer Class B Shareholders and the Sellers with the FCC within ten days after the signing of this Agreement. The Sellers Company, shall, and the Buyer Company shall cause the Subsidiaries to, prosecute the FCC Application with all reasonable such diligence as is practicable and otherwise use their reasonable best efforts to obtain the grant of the FCC Consent as soon as possible. If any complaint or objection to the FCC Application as expeditiously as practicableis filed by any third party, Buyer, the Class B Shareholders and the Company shall, and the Company shall cause the Subsidiaries to, take any and all actions reasonably requested by Buyer in its sole discretion and at its cost to satisfy the same in order to obtain the FCC Consent. If the FCC Consent imposes any condition on any party hereto, such party shall use conditions to 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, the Class B Shareholders and the Company shall, and the Company shall cause the Subsidiaries to, take any and all actions reasonably requested by Buyer in its sole discretion and at its cost to comply with such conditions. If reconsideration or judicial review is sought with respect to the FCC Consent, the party affected Company, the Class B Shareholders and Buyer shall, and the Company shall vigorously oppose cause the Subsidiaries to, fully cooperate with each other and take any and all such actions reasonably requested by Buyer with respect to such efforts for reconsideration or judicial review; providedreview at Buyer's cost. Notwithstanding the foregoing, however, that nothing herein the Class B Shareholders and the Company shall be construed have no obligation to limit either party's right take any action which could reasonably subject the Class B Shareholders or the Company to terminate this Agreement pursuant to Article 16 hereof. In the event that the FCC denies the FCC Application and material risk or obligation unless Buyer provides reasonably adequate protection or indemnification from such denial becomes a Final Order, this Agreement shall be terminated in accordance with the express terms and conditions of Article 16risk or obligation.

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 Upon Buyer's three (3) business days' prior written notice to Seller, but in any event no later than thirty (30) days after the signing date of this Agreement, whether or not such notice is given, Buyer and Seller shall file the FCC Application. The Sellers Seller and the Buyer shall thereafter prosecute the FCC Application with all reasonable diligence and otherwise use their commercially reasonable best efforts to obtain the grant of the FCC Application as expeditiously as practicable; provided, however, that neither Seller nor Buyer shall have any obligation to satisfy any 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 petition to deny or other third party complaint or an inquiry by the FCC shall be considered a material adverse effect on such 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 Consent imposes any condition on any party hereto, such party shall use its commercially reasonable best efforts to comply with such condition; provided, includinghowever, but not limited to, that no party shall be required to comply with any FCC Consent conditioned condition that would have a material adverse effect 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 it or 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 Consentaffiliated entity. 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 17 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. 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 WWYZ, its shareholders and the Buyer shall within ten (10) business days following the date of this Agreement file with the FCC the requisite applications (the "FCC Applications") for the transfer of control of the Companies' FCC licenses (the "Station Licenses") from the shareholders of WWYZ to the Buyer and to prosecute the FCC Application Applications with all reasonable diligence and otherwise use their reasonable best efforts to obtain the grant of the FCC Application Applications as expeditiously as practicablepracticable (but neither the Sellers nor the Buyer shall have any obligation to satisfy complainants or the FCC by taking any steps which would have a material adverse effect upon the Sellers or the Buyer or upon any affiliated entity). If the FCC Consent imposes any condition on any either party hereto, such party shall use his or its reasonable best efforts to comply with such condition; provided, includinghowever, but not limited to, that neither party shall be required hereunder to comply with any FCC Consent conditioned condition that would have a material adverse effect 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 or SFX or any direct or indirect subsidiary of any pleadingSFX; and provided further, order or other document served on it relating to the FCC Application. Neither that the Buyer nor the Sellers shall, and each of them shall use its reasonable best efforts is not obligated to cause or permit accept any of its officers, directors, partners or other Affiliates to, take any action conditions that are imposed which could reasonably be expected to adversely affect the likelihood arise out of the grant actions, inactions or misconduct of the FCC ConsentSellers. 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 SFX shall take all necessary action to cause Buyer to meet its obligations under this Section 4.2 and such denial becomes a Final Order, this Agreement shall be terminated in accordance with the express terms and conditions of Article 16Section 4.3 following.