Common use of FCC Authorizations Clause in Contracts

FCC Authorizations. The FCC shall have given its written consents ------------------ to the assignment of the FCC Authorizations, without any conditions materially adverse to Evergreen, (provided that Evergreen 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 3.1 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 condition to Closing that renewal of any FCC Authorizations has been issued by the FCC, provided that Evergreen may, if .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 more probably than not result in a non-grant of the renewal, or a reversal or rescission of the renewal. In the event renewal is denied and such denial is a final order, Evergreen may terminate this Agreement.

FCC Authorizations. The FCC shall have given its written consents ------------------ to the assignment of the FCC Authorizations, without any conditions materially adverse to EvergreenCiticasters, (provided that Evergreen 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 3.1 4.1 and 11. 1.1) 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 condition precondition to Closing that renewal of any Radio Stations FCC Authorizations has been issued by the FCC, provided that Evergreen Citicasters may, ifif 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 .111.1) 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 more probably than not result in a non-grant of the renewal, or a reversal or rescission of the renewal, of the Radio Stations FCC Authorizations. In the event renewal is denied and such denial is a final order, Evergreen Citicasters may terminate this Agreement.

FCC Authorizations. The FCC shall have given its written consents to ------------------ to the assignment of the FCC Authorizations, without any conditions materially adverse to Evergreen, (provided that Evergreen Evergreen, 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 3.1 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 condition to Closing that renewal of any FCC Authorizations has been issued by the FCC, provided that Evergreen may, ifrescission .11) 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 more probably than not result in a non-grant of the renewal, or a reversal or rescission of the renewal. In the event renewal is denied and such denial is a final order, Evergreen may terminate this Agreement.

FCC Authorizations. The FCC shall have given its written consents ------------------ to the assignment of the FCC Authorizations, without any conditions materially adverse to Evergreen, Pacific and Southern (provided that Evergreen Pacific and Southern 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 3.1 4.1 and 11. 111.1) 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 SouthernCiticasters) 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 condition precondition to Closing that the renewal of any Television Station FCC Authorizations has been issued by the FCC, provided that Evergreen Pacific and Southern may, if .1) if there shall be a challenge made to the Closing FCC consent to any renewal of the transactions contemplated by this Agreement if and for so long as its outside Television Station FCC counsel shall provide it with Authorizations prior to such renewal becoming a written opinion effective, delay (with a copy but subject in any event 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 more probably than not result in a non-grant of the renewal, or a reversal or rescission of the renewal. In the event renewal is denied and such denial is a final order, Evergreen may terminate this Agreement.the

FCC Authorizations. The FCC shall have given its written consents to ------------------ to the assignment of the FCC Authorizations, without any conditions materially adverse to Evergreen, (provided that Evergreen 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 3.1 and 11. 1.1) 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 condition to Closing that renewal of any FCC Authorizations has been issued by the FCC, provided that Evergreen may, ifa .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 more probably than not result in a non-grant of the renewal, or a reversal or rescission of the renewal. In the event renewal is denied and such denial is a final order, Evergreen may terminate this Agreement.