FCC Authorizations. All licenses, construction permits and authorizations issued by the FCC to Seller with respect to the Station (the “FCC Authorizations”), and all applications therefor, together with any renewals, extensions, or modifications thereof and additions thereto.
FCC Authorizations. The FCC Authorizations constitute all licenses and authorizations issued by the FCC that are necessary for the operation of the business of the Borrower and its Restricted Subsidiaries as currently conducted except as could not reasonably be expected to have a Material Adverse Effect. The FCC Authorizations are in full force and effect and have not expired, been revoked, suspended, rescinded, or terminated and are not subject to any conditions or requirements that have not been imposed upon all such authorizations generally except as could not reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to result in a Material Adverse Effect, the Borrower and its Restricted Subsidiaries operate their business in compliance with the terms of the FCC Authorizations and the Communications Act. To the knowledge of Borrower and except as would not reasonably be expected to result in a Material Adverse Effect, there is no action pending or, to the knowledge of the Borrower, threatened before the FCC to revoke, refuse to renew, suspend, or modify any of the FCC Authorizations other than proceedings to amend FCC rules of general applicability.
FCC Authorizations. The Parent Company and its Subsidiaries hold such validly issued FCC main station and associated auxiliary, translator and booster radio licenses and authorizations (collectively, the "FCC AUTHORIZATIONS"), as are necessary to operate the Radio Stations as they are currently operated, each of which is in full force and effect. The FCC main station licenses for Radio Stations held or to be held by the Parent Company, the Borrower or their Subsidiaries, after giving effect to all elements of the Transactions that are closing or being consummated on or as of the Closing Date (collectively, the "MAIN STATION LICENSES"), are listed in SECTION 6.23 of the DISCLOSURE SCHEDULE, each of which FCC Authorizations has the expiration 91 date indicated in SECTION 6.23 of the DISCLOSURE SCHEDULE. Neither the Parent Company nor the Borrower has knowledge of any material adverse condition imposed by the FCC as part of any FCC Authorization which is neither set forth on the face thereof as issued by the FCC nor contained in the rules and regulations of the FCC applicable generally to radio stations of the type, nature, class or location of each Radio Station. Each Radio Station is operated by the Borrower or its Subsidiaries in all material respects (i) in accordance with the terms and conditions of the FCC Authorizations applicable to it, and (ii) in accordance with the rules and regulations of the FCC and the Communications Act of 1934, as amended (the "COMMUNICATIONS ACT"). Except as otherwise described in SECTION 6.23 of the DISCLOSURE SCHEDULE, no proceedings are pending or, to the knowledge of the Parent Company or the Borrower, threatened which may reasonably be expected to result in the revocation, modification, non-renewal or suspension of any of the FCC Authorizations, the denial of any pending applications, the issuance of any cease and desist orders or the imposition of any material fines, forfeitures or other administrative actions by the FCC with respect to the Radio Stations or their operation, other than proceedings affecting the radio broadcasting industry in general. Reports, applications and other documents required to be filed by any Credit Party or any Subsidiary of the Parent Company or of the Borrower with the FCC with respect to the Radio Stations have in all material respects been timely filed and all such reports, applications and documents are true, correct and complete in all material respects, and, except as otherwise described in SECTION 6.23 o...
FCC Authorizations. The FCC, by not later than December 10, 1997, ------------------ shall have given its written consents to the assignment of the FCC Authorizations, without any conditions materially adverse to Pacific and Southern or to its affiliated companies.
FCC Authorizations. (a) Schedule 1.2(a) contains a true and complete list of the licenses and permits, including the FCC Authorization, issued in connection with the Station, including their expiration dates. Seller has delivered to Buyer true and complete copies of such licenses and permits. The FCC Authorization and other licenses, permits and authorizations listed in Schedule 1.2(a) are validly held by Seller, and are in full force and effect. There are no applications pending before the FCC relating to the FCC Authorization.
FCC Authorizations. The FCC shall have given its written consents to the assignment of the FCC Authorizations, without any conditions materially adverse to Citicasters, (provided that Citicasters may, if there shall be a challenge made to the FCC consent to any assignment of the FCC Authorizations prior to such consent becoming a final order not subject to further review or appeal, delay (but subject in any event to the terms of Sections 4.1 and 11.1) the Closing of the transactions contemplated by this Agreement if and for so long as its outside FCC counsel shall provide it with a written opinion (with a copy to Pacific and Southern) to the effect that the challenge has raised material non-frivolous issues which could require substantive review of the merits of the challenge by the FCC and/or any reviewing court and which would more probably than not result in reversal or rescission of the FCC consent to the assignment of the FCC Authorizations); provided, however, it shall not be a precondition to Closing that renewal of any Radio Stations FCC Authorizations has been issued by the FCC, provided that Citicasters may, if there shall be a challenge made to the FCC consent to any renewal of the Radio Stations FCC Authorizations prior to such renewal becoming effective, delay (but subject in any event to the terms of Section 4.1 and
FCC Authorizations. All license, permits and other authorizations, including any temporary waiver or special temporary authorization issued by the FCC to Seller in connection with the conduct of the business and operation of the Station, as set forth on Schedule 3.3.
FCC Authorizations. 3.3.1 Seller is the legal holder of the FCC Authorizations listed on Schedule 3.3. There is not now pending, or to the knowledge of the Seller threatened, any action by the FCC to revoke, cancel, rescind, modify or refuse to renew in the ordinary course any of the FCC Authorizations, or any investigation, Order to Show Cause, Notice of Violation or of Apparent Liability or of Forfeiture, or material complaint, objection, petition to deny, or opposition issued by or filed with the FCC or any other governmental authority in connection with the operation of or authorizations for the Station or Seller. All material reports, forms, applications, statements, and other information required to be filed by Seller with the FCC with respect to the Station have been filed, are complete and accurate in all material respects, and will continue to be filed as required through the Closing Date. The Station is operating in material accordance with its respective FCC Authorizations, and in material compliance with the Act and the rules and regulations of the FCC, including but not limited to the FCC's policy on exposure to radio frequency radiation. The renewal of the FCC Authorization for the Station xxxx not constitute a major environmental action under the FCC's rules or regulations.
FCC Authorizations. 12 7.5 Title to and Condition of Real Property....................13 7.6 Condition and Operation of Improvements....................14 7.7 Title to and Condition of Personal Property................14 7.8 Contracts..................................................15 7.9
FCC Authorizations. (a) Schedule 7.4 contains a true and complete list of the Station Licenses, including their expiration dates, and there are no other licenses, permits or other authorizations from Governmental Entities or regulatory authorities required for the lawful conduct of the business and operation of any Station in the manner and to the full extent that such Station is now conducted. The Sellers have delivered to the Buyers true and complete copies of the Station Licenses, including any and all amendments and other modifications thereto. The Station Licenses and other licenses, permits and authorizations listed in Schedule 7.4 were validly issued and are validly held by the Sellers, are in full force and effect and are unimpaired by any act or omission of the Sellers, their shareholders, officers, directors, employees or agents, and except as disclosed in Schedule 7.4, none of the foregoing is subject to any restriction or condition which would limit in any respect the full operation of the Stations as now operated. The Sellers have no reason to believe that the FCC will not renew the Station Licenses in the ordinary course.
