Common use of FCC Consents Clause in Contracts

FCC Consents. (i) The assignments of the FCC Licenses as contemplated by this Agreement are subject to the prior consent and approval of the FCC. Prior to Closing, Mediaco shall not directly or indirectly control, supervise, direct, or attempt to control, supervise, or direct, the operation of any Purchased Station. (ii) As soon as practicable, and in any event within five (5) business days following the date of the execution of this Agreement, the Parties shall prepare and jointly file the FCC Applications and the Parties shall use all reasonable best efforts to cause the FCC to accept the FCC Applications for filing as soon as practicable after such filing. Each Party shall thereafter prosecute the FCC Applications in good faith and with all reasonable diligence and otherwise use all reasonable best efforts to obtain the grant of the FCC Consents as expeditiously as practicable. No Party will take any action that it knows, or reasonably believes, would prevent or materially delay grant of the FCC Applications. Emmis shall promptly enter into reasonable tolling or other arrangements with the FCC if necessary to resolve any complaints before the FCC relating to the Purchased Stations in order to obtain the FCC Consents and any liability imposed upon the Purchased Stations by the FCC relating to the basis for such tolling shall be deemed an Excluded Liability. Each Party shall (i) keep the other Parties informed in a timely manner and in all material respects of any material communication received by such Party from, or given by such Party, to the FCC or any other Governmental Authority (including the provision of copies of any pleadings, documents, or other communications exchanged with the FCC or any other Governmental Authority) and the material non-confidential portions of any communications received or given by a private party with respect to this Agreement and the transactions contemplated hereby, (ii) permit the other party to review any material non-confidential portions of any communication given or to be given by it to the FCC, and any other Governmental Authority with respect to this Agreement and the transactions contemplated hereby, and (iii) consult with each other in advance of and be permitted to attend any meeting or conference with, the FCC or any such other Governmental Authority or, in connection with any proceeding by a private party, with any other Person, in each case regarding any of the transactions contemplated by this Agreement. (iii) Each of Emmis and Mediaco shall bear one-half of the cost of the FCC filing fees for the FCC Applications. Each Party shall bear its own costs and expenses (including the legal fees and disbursements of its counsel) in connection with the preparation of the portion of the FCC Applications to be prepared by it and in connection with the processing and defense of the application. (iv) Each Party, at its own expense, shall use its reasonable best efforts to oppose any efforts or any requests by third parties for reconsideration or review of the FCC Consents or any petitions to deny the applications with respect to the FCC Consents, by the FCC or a court of competent jurisdiction.

FCC Consents. (ia) The assignments purchase and sale of the FCC Licenses Assets as contemplated by this Agreement are shall be in all respects subject to the prior consent to, and approval of the FCC. Prior to Closing, Mediaco shall not directly or indirectly control, supervise, direct, or attempt to control, supervise, or directconditioned upon, the operation receipt of any Purchased Stationprior FCC Consents. (iib) As soon as practicable, and in any event within Within five (5) business days following the date of Business Days after the execution and delivery of this Agreement, the Parties Buyer and Sellers shall prepare prepare, execute and jointly file with the FCC Applications the Assignment Application. Buyer and the Parties shall use all reasonable best efforts Sellers agree to cause the FCC to accept the FCC Applications for filing as soon as practicable after such filing. Each Party shall thereafter prosecute the FCC Applications in good faith and Assignment Application with all reasonable diligence and take all steps reasonably necessary and otherwise use all their reasonable best efforts to obtain the grant of the FCC Consents as expeditiously as practicablepossible, including the filing of all appropriate or necessary supplemental filings and amendments and vigorously contesting and opposing any petitions, objections, challenges or requests for reconsideration thereof. No Party will party hereto shall take any action not contemplated by this Agreement that it knows, such party knows or reasonably believes, should know would prevent or materially delay grant of adversely affect obtaining the FCC ApplicationsConsents. Emmis shall Each party will promptly enter into reasonable tolling provide the other party with true, correct and complete copies of all pleadings, orders, filings or other arrangements documents served on them related to the Assignment Application or the FCC Consents. All filing fees related to the Assignment Application shall be borne and paid equally by Buyer, on one hand, and Sellers, on the other hand. (c) Each party agrees to comply with any condition imposed on it by any FCC Consent, except that no party shall be required to comply with a condition if compliance with the FCC if necessary to resolve condition would have a material adverse effect upon it. (d) If the Closing shall not have occurred for any complaints before reason within the FCC relating to the Purchased Stations in order to obtain original effective period of the FCC Consents and any liability imposed upon the Purchased Stations by the FCC relating to the basis for such tolling shall be deemed an Excluded Liability. Each Party shall (i) keep the other Parties informed in a timely manner and in all material respects of any material communication received by such Party from, or given by such Party, to the FCC or any other Governmental Authority (including the provision of copies of any pleadings, documents, or other communications exchanged with the FCC or any other Governmental Authority) and the material non-confidential portions of any communications received or given by a private party with respect to this Agreement and the transactions contemplated hereby, (ii) permit the other party shall not have been terminated by Buyer or Sellers pursuant to review any material non-confidential portions of any communication given or to be given by it to the FCC, and any other Governmental Authority with respect to this Agreement and the transactions contemplated hereby, and (iii) consult with each other in advance of and be permitted to attend any meeting or conference withSection 12.1, the FCC parties hereto shall jointly request an extension (or any such other Governmental Authority orextensions, in connection with any proceeding by a private party, with any other Person, in each case regarding any as necessary) of the transactions contemplated by this Agreement. (iii) Each of Emmis and Mediaco shall bear one-half of the cost effective period of the FCC filing fees for the FCC ApplicationsConsents. Each Party shall bear its own costs and expenses (including the legal fees and disbursements of its counsel) in connection with the preparation of the portion of the FCC Applications to be prepared by it and in connection with the processing and defense of the application. (iv) Each Party, at its own expense, shall use its reasonable best efforts to oppose any efforts or any requests by third parties for reconsideration or review No extension of the FCC Consents or shall limit the right of any petitions party to deny the applications with respect to the FCC Consents, by the FCC or a court of competent jurisdictionexercise its rights under Section 12.1.

FCC Consents. (i) The assignments of the FCC Licenses as Transactions contemplated by this Agreement hereby are expressly conditioned on and subject to the prior consent and approval Consent (the “FCC Consent”) of the Federal Communications Commission (“FCC”) to transfer control of the Permits issued to the Company by the FCC, all of which are set forth on Section 5.4(b)(i) of the Company Disclosure Letter. Prior Parent and Company shall take all reasonable steps to Closing, Mediaco shall not directly or indirectly control, supervise, direct, or attempt cooperate with each other and with the FCC to control, supervise, or direct, secure the operation of any Purchased StationFCC Consent expeditiously. (ii) As soon as practicable, and in any event within (ii) Within five (5) business days following Business Days after the date of the execution of this Agreement, the Parties each party shall prepare and jointly file cooperate in submitting to the FCC Applications its respective portion(s) of the applications for FCC Consent (“FCC Applications”) and all other materials necessary and proper in connection with such FCC Applications. The parties shall, or as the Parties shall use all reasonable best efforts to case may be, cause the FCC to accept the FCC Applications for filing as soon as practicable after such filing. Each Party shall thereafter their respective Subsidiaries to, (A) prosecute the FCC Applications in good faith and with all reasonable diligence and otherwise use all commercially reasonable best efforts to obtain the grant of the FCC Consents Consent as expeditiously as reasonably practicable. No Party will take , including the expeditious submission of any action that it knows, or reasonably believes, would prevent or materially delay grant of the FCC Applications. Emmis shall promptly enter into reasonable tolling or other arrangements with the FCC if necessary to resolve any complaints before the FCC relating to the Purchased Stations in order to obtain the FCC Consents and any liability imposed upon the Purchased Stations additional information requested by the FCC relating or required by applicable Law (whether through an amendment to the basis for such tolling shall be deemed an Excluded Liability. Each Party shall FCC applications or otherwise), (iB) keep provide the other Parties informed in party with a timely manner reasonable opportunity to review and in all material respects comment on any proposed submission to the FCC before it is filed, (C) provide the other party with copies of any material communication received by such Party from, communications to or given by such Party, to from the FCC or any other Governmental Authority (including the provision of copies of any pleadings, documents, or other communications exchanged with the FCC or any other Governmental Authority) and the material non-confidential portions of any communications received or given by a private party with respect to this Agreement and the transactions contemplated hereby, (ii) permit the other party to review any material non-confidential portions of any communication given or to be given by it to the FCC, and any other Governmental Authority with respect to this Agreement and the transactions contemplated hereby, and (iii) consult with each other in advance of and be permitted to attend any meeting or conference with, the FCC or any such other Governmental Authority or, in connection with any proceeding by a private party, with any other Person, in each case regarding any of the transactions contemplated by this Agreement. (iii) Each of Emmis and Mediaco shall bear one-half of the cost of the FCC filing fees for the FCC Applications. Each Party shall bear its own costs and expenses (including the legal fees and disbursements of its counsel) in connection with the preparation of the portion of the FCC Applications to be prepared by it and in connection with the processing and defense of the application. (iv) Each Party, at its own expense, shall use its reasonable best efforts to oppose any efforts or any requests by third parties for reconsideration or review of the FCC Consents or any petitions to deny the applications with respect to the FCC ConsentsApplications, by (D) notify the other party or party as soon as reasonably practicable in the event it becomes aware of any other facts or circumstances that directly or indirectly may affect the issuance of the FCC Consent, (E) oppose any petitions to deny or a court other objections filed with respect to the FCC Applications and any requests for reconsideration or judicial review of competent jurisdictionthe FCC Consent, and (F) not knowingly take any action that would reasonably be expected to materially delay, materially impede or prevent receipt of the FCC Consent. Except as otherwise provided in this Agreement, each party will be solely responsible for the expenses incurred by it in the preparation, filing and prosecution of its respective portion(s) of the FCC Applications; however, the fees paid to the FCC in conjunction with the FCC Applications will be split equally between Parent and Company.

FCC Consents. (ia) The assignments of the FCC Licenses as contemplated by this Agreement are subject to the prior consent and approval of the FCC. Prior to Closing, Mediaco shall not directly or indirectly control, supervise, direct, or attempt to control, supervise, or direct, the operation of any Purchased Station. (ii) As soon as practicable, and in any event within five (5) business days following Within ten Business Days after the date of the execution of this Agreement, the Parties shall prepare Company, Parent and Merger Subsidiary will jointly file the FCC Applications and the Parties shall use all reasonable best efforts to cause requesting the FCC to accept the FCC Applications for filing as soon as practicable after such filingConsents. Each Party shall thereafter The Company, Parent and Merger Subsidiary will diligently prosecute the FCC Applications in good faith and with all reasonable diligence and otherwise use all their reasonable best efforts to obtain the grant FCC Consent at the earliest practicable date; provided, however, that, except as provided in the following sentence, neither Parent nor Merger Subsidiary nor the Company will be required to pay consideration to any third party to obtain the FCC Consents, other than attorneys and consultants retained for the purpose of assisting the Company, Parent and Merger Subsidiary in obtaining the FCC Consents. Parent and the Company will each pay one-half of the FCC filing fees relating to the transactions contemplated hereby, irrespective of whether the transactions contemplated by this Agreement are consummated. To that end, the Company, Parent and Merger Subsidiary will cooperate with each other and use their reasonable best efforts to timely (i) provide any additional information requested by the FCC or in making any amendments to the FCC Applications and (ii) oppose any petition to deny, informal objection, application for review, petition for reconsideration or appeal to any court which objects to the issuance of the FCC Consents as expeditiously as practicable. No Party will take any action or which requests that it knows, or reasonably believes, would prevent or materially delay grant of the FCC Applications. Emmis shall promptly enter into reasonable tolling or other arrangements with the FCC if necessary to resolve any complaints before the FCC relating to the Purchased Stations in order to obtain the FCC Consents be reversed or modified. (b) The Company, Parent and any liability imposed upon the Purchased Stations by the FCC relating to the basis for such tolling shall be deemed an Excluded Liability. Each Party shall (i) keep the Merger Subsidiary will promptly provide each other Parties informed in a timely manner and in with copies of all material respects of any material communication documents filed with or received by such Party from, or given by such Party, to from the FCC or any other Governmental Authority (including the provision of copies of any pleadings, documents, or other communications exchanged with the FCC or any other Governmental Authority) and the material non-confidential portions of any communications received or given by a private party governmental agency with respect to this Agreement and or the transactions contemplated hereby. The Company, (ii) permit Parent and Merger Subsidiary will notify each other promptly in the other party to review any material non-confidential portions event it becomes aware of any communication given other facts, actions, communications, or to be given by it to occurrences that might directly or indirectly affect the FCC’s granting of the FCC Consent or the failure of the FCC to grant an FCC Final Order in respect of each FCC Application. The Company, Parent and Merger Subsidiary will oppose any petition to deny or other Governmental Authority objection filed with respect to this Agreement and the transactions contemplated hereby, and (iii) consult with each other in advance any FCC Application. The Parties will appeal or otherwise seek review of and be permitted to attend any meeting or conference with, the FCC or any such other Governmental Authority or, in connection with any proceeding by a private party, with any other Person, in each case regarding any of the transactions contemplated by this Agreement. (iii) Each of Emmis and Mediaco shall bear one-half of the cost action of the FCC filing fees for the denying any FCC Applications. Each Party shall bear its own costs and expenses (including the legal fees and disbursements of its counsel) in connection with the preparation of the portion of the FCC Applications to be prepared by it and in connection with the processing and defense of the application. (iv) Each Party, at its own expense, shall use its reasonable best efforts to oppose any efforts or any requests by third parties for reconsideration or review of the FCC Consents or any petitions to deny the applications with respect to the FCC ConsentsApplication, by filing an appropriate request for review with the FCC or a court of competent jurisdiction, as the case may be.

FCC Consents. (ia) The assignments assignment of the FCC Licenses as contemplated by in connection with the purchase and sale of the Assets pursuant to this Agreement are shall be subject to the prior consent and approval of the FCC. Prior to Closing, Mediaco shall not directly or indirectly control, supervise, direct, or attempt to control, supervise, or direct, the operation of any Purchased Station. (iib) As soon as practicable, and in any event within Within five (5) business days following after the date of the execution of this Agreement, Sellers and/or Buyer, as the Parties case may be, shall (i) prepare and jointly file with the FCC Applications and appropriate applications for all FCC Consents that may be necessary; (ii) to the Parties shall extent necessary, use all reasonable its best efforts to cause file all applications for FCC Consent necessary to consummate the FCC to accept Channel 51 Closing; and (iii) (c) In accordance with Section 73.3517(a) of the FCC Applications for filing FCC's rules, Buyer, at its sole expense, shall prepare and, as soon as is reasonably practicable after such filing. Each Party the date of this Agreement, shall thereafter prosecute file with the FCC Applications a contingent Form 301 construction permit application for Station KBGE-TV (the "301 Application"). The 301 Application shall be prepared in good faith accordance with FCC rules, regulations, and with all reasonable diligence policies and otherwise sound engineering practices, and Buyer shall use all reasonable its best efforts to obtain FCC approval thereof. Buyer shall also make reasonable efforts to prepare and file promptly any amendments to such 301 Application as may be requested by the FCC or as may be necessary to secure FCC approval for a site having an Acceptable Power Level. (d) If Buyer's 301 Application is denied by the FCC, Buyer shall be under no further obligation to seek the approval of the FCC for a construction permit application for Station KBGE-TV; provided, however, that if Buyer or any Transferee shall file any Form 301 application that would improve the predicted coverage of Station KBGE-TV at an Acceptable Power Level within twenty (20) years of the date of this Agreement, Buyer or such Transferee shall pay to Sellers the portion of the Purchase Price payable to Sellers pursuant to Section 2.4(a)(ii) of this Agreement within fifteen (15) business days of the date such application is granted (the "Improved Coverage Date"); and provided further that Buyer and its successors in interest hereby irrevocably and unconditionally guarantee to Sellers the obligations of any Transferee pursuant to this Section 7.1(d). (e) For purposes of this Section 7.1, the requirement of an Acceptable Power Level shall be deemed to be satisfied by any grant of authority (i) of a site located within a radius of five (5) miles or less from the building currently known as Columbia SeaFirst Center, situated at 701 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ (▇▇e "Seafirst Building") having an effective radiated power level of not less than 500,000 watt▇ ▇▇ (ii) of a site located more than five (5) miles from the Seafirst Building having an effective radiated power level of not less than 1,500,000 watt▇. (f) Buyer, at its sole expense, shall prepare and within 180 days after the Closing Date or the grant of the FCC Consents as expeditiously as practicable. No Party will take any action that it knows301 Application, or reasonably believeswhichever is later, would prevent or materially delay grant of the FCC Applications. Emmis shall promptly enter into reasonable tolling or other arrangements file with the FCC if necessary to resolve any complaints before the FCC relating to the Purchased Stations in order to obtain the FCC Consents and any liability imposed upon the Purchased Stations by the FCC relating to the basis 302 Application for such tolling Station KBGE-TV. (g) Time shall be deemed an Excluded Liability. Each Party shall (i) keep to be of the other Parties informed in a timely manner and in all material respects of any material communication received by such Party from, or given by such Party, to the FCC or any other Governmental Authority (including the provision of copies of any pleadings, documents, or other communications exchanged with the FCC or any other Governmental Authority) and the material non-confidential portions of any communications received or given by a private party essence with respect to each of Buyer's obligations sets forth in this Agreement and the transactions contemplated hereby, (ii) permit the other party to review any material non-confidential portions of any communication given or to be given by it to the FCC, and any other Governmental Authority with respect to this Agreement and the transactions contemplated hereby, and (iii) consult with each other in advance of and be permitted to attend any meeting or conference with, the FCC or any such other Governmental Authority or, in connection with any proceeding by a private party, with any other Person, in each case regarding any of the transactions contemplated by this AgreementSection 7.1. (iii) Each of Emmis and Mediaco shall bear one-half of the cost of the FCC filing fees for the FCC Applications. Each Party shall bear its own costs and expenses (including the legal fees and disbursements of its counsel) in connection with the preparation of the portion of the FCC Applications to be prepared by it and in connection with the processing and defense of the application. (iv) Each Party, at its own expense, shall use its reasonable best efforts to oppose any efforts or any requests by third parties for reconsideration or review of the FCC Consents or any petitions to deny the applications with respect to the FCC Consents, by the FCC or a court of competent jurisdiction.

FCC Consents. (i) The assignments of Seller, the FCC Licenses as contemplated by this Agreement are subject to the prior consent Company and approval of Buyer shall file with the FCC. Prior to Closing, Mediaco shall not directly or indirectly control, supervise, direct, or attempt to control, supervise, or direct, the operation of any Purchased Station. ------------ within ten (ii) As soon as practicable, and in any event within five (510) business days following the date of after the execution of this Agreement, such applications and other documents in the Parties shall prepare and jointly file the FCC Applications and the Parties shall use all reasonable best efforts to cause the FCC to accept the FCC Applications for filing as soon as practicable after such filing. Each Party shall thereafter prosecute the FCC Applications in good faith and with all reasonable diligence and otherwise use all reasonable best efforts to obtain the grant name of the FCC Consents Company or Buyer, as expeditiously appropriate, as practicable. No Party will take any action that it knows, may be necessary or reasonably believes, would prevent or materially delay grant of the FCC Applications. Emmis shall promptly enter into reasonable tolling or other arrangements with the FCC if necessary to resolve any complaints before the FCC relating to the Purchased Stations in order advisable to obtain the FCC Consents Order. Seller (and Seller shall also cause Company to) and Buyer shall take all commercially reasonable steps necessary to prosecute such filings with diligence and shall diligently oppose any liability imposed upon objections to, appeals from or petitions to reconsider such approval of the Purchased Stations by the FCC relating to the basis for such tolling shall be deemed an Excluded Liability. Each Party shall (i) keep the other Parties informed in a timely manner and in all material respects of any material communication received by such Party from, or given by such PartyFCC, to the end that the FCC Order and a Final Action with respect thereto may be obtained as soon as practicable; provided, however, that in the event the application for assignment of the FCC Licenses has been designated for hearing, either Seller or Buyer may elect to terminate this Agreement pursuant to Sections 10.1(e) and/or 10.1(f), as the case may be. Buyer shall not knowingly take, and Seller shall not knowingly take, any other Governmental Authority action that party knows or has reason to know would materially and adversely affect or materially delay issuance of the FCC Order or materially and adversely affect or materially delay its becoming a Final Action without a Material Adverse Condition, unless such action is requested or required by the FCC, its staff or the Rules and Regulations. Should Buyer or Seller become aware of any facts which could reasonably be expected to materially and adversely affect or materially delay issuance of the FCC Order without a Material Adverse Condition (including but not limited to, in the provision case of copies of Buyer, any pleadingsfacts which would reasonably be expected to disqualify Buyer from controlling the Station), documents, or other communications exchanged with the FCC or any other Governmental Authority) and the material non-confidential portions of any communications received or given by a private such party with respect to this Agreement and the transactions contemplated hereby, (ii) permit shall promptly notify the other party hereto in writing and both parties shall cooperate to review any material non-confidential portions of any communication given take all steps necessary or desirable to be given by it resolve the matter expeditiously and to obtain the FCC, and any other Governmental Authority with respect to this Agreement and the transactions contemplated hereby, and (iii) consult with each other in advance 's approval of and be permitted to attend any meeting or conference with, the FCC or any such other Governmental Authority or, in connection with any proceeding by a private party, with any other Person, in each case regarding any of the transactions contemplated by this Agreementmatters pending before it. (iii) Each of Emmis and Mediaco shall bear one-half of the cost of the FCC filing fees for the FCC Applications. Each Party shall bear its own costs and expenses (including the legal fees and disbursements of its counsel) in connection with the preparation of the portion of the FCC Applications to be prepared by it and in connection with the processing and defense of the application. (iv) Each Party, at its own expense, shall use its reasonable best efforts to oppose any efforts or any requests by third parties for reconsideration or review of the FCC Consents or any petitions to deny the applications with respect to the FCC Consents, by the FCC or a court of competent jurisdiction.

FCC Consents. (i) The assignments of the FCC Licenses As promptly as contemplated by this Agreement are subject to the prior consent and approval of the FCC. Prior to Closing, Mediaco shall not directly or indirectly control, supervise, direct, or attempt to control, supervise, or direct, the operation of any Purchased Station. (ii) As soon as practicable, and in any event within five (5) business days following the date of practicable after the execution and delivery of this Agreement, the Parties Company and Buyer shall prepare prepare, execute and jointly file with the FCC Applications and the Parties shall use all reasonable best efforts to cause the FCC Applications. Company and Buyer agree to accept the FCC Applications for filing as soon as practicable after such filing. Each Party shall thereafter prosecute the FCC Applications in good faith and with all reasonable diligence and take all steps reasonably necessary and otherwise use all reasonable best their commercially reasonably efforts to obtain the grant of the FCC Consents as expeditiously as practicablepossible, including the filing of all appropriate or necessary supplemental filings and amendments and vigorously contesting and opposing any petitions, objections, challenges or requests for reconsideration thereof. No Party will party shall take any action not contemplated by this Agreement that it knowssuch party knows would adversely affect obtaining the FCC Consents. Each party will promptly provide the other party with true, complete and correct copies of all pleadings, orders, filings or other documents served on them related to the FCC Applications or the FCC Consents. All filing fees related to the FCC Applications shall be borne equally by Company and Buyer. (ii) The Company will use commercially reasonable efforts to sell or otherwise dispose of, hold separate (through the establishment of a trust or otherwise), divest itself of, or reasonably believeslimit the ownership or operations of all or any material portion of its businesses, would prevent assets or materially delay grant operations (including but not limited to the assets of the FCC Applications. Emmis shall promptly enter into reasonable tolling Company in the South Pacific or other arrangements with assets to be approved by the FCC if necessary to resolve any complaints before the FCC relating to the Purchased Stations Buyer) in order to obtain the FCC Consents and any liability imposed upon the Purchased Stations by the FCC relating Consent. Notwithstanding anything to the basis for such tolling contrary contained in this Agreement, neither the Buyer, nor any of their respective Affiliates shall be deemed an Excluded Liability. Each Party shall required to sell or otherwise dispose of, hold separate (i) keep through the other Parties informed in establishment of a timely manner and in trust or otherwise), divest itself of, or limit the ownership or operations of all material respects of or any material communication received by such Party fromportion of its businesses, assets or given by such Party, to the FCC or any other Governmental Authority (including the provision of copies of any pleadings, documents, or other communications exchanged with the FCC or any other Governmental Authority) and the material non-confidential portions of any communications received or given by a private party with respect to this Agreement and the transactions contemplated hereby, (ii) permit the other party to review any material non-confidential portions of any communication given or to be given by it to the FCC, and any other Governmental Authority with respect to this Agreement and the transactions contemplated hereby, and (iii) consult with each other in advance of and be permitted to attend any meeting or conference with, the FCC or any such other Governmental Authority or, in connection with any proceeding by a private party, with any other Person, in each case regarding any of the transactions contemplated by this Agreementoperations. (iii) Each of Emmis and Mediaco If the Closing shall bear one-half of not have occurred for any reason within the cost of the FCC filing fees for the FCC Applications. Each Party shall bear its own costs and expenses (including the legal fees and disbursements of its counsel) in connection with the preparation of the portion of the FCC Applications to be prepared by it and in connection with the processing and defense of the application. (iv) Each Party, at its own expense, shall use its reasonable best efforts to oppose any efforts or any requests by third parties for reconsideration or review original effective period of the FCC Consents and this Agreement shall not have been terminated, the parties hereto shall jointly request an extension (or any petitions to deny extensions, as necessary) of the applications with respect to effective period of the FCC Consents, by . No extension of the FCC or a court Consents shall limit the rights of competent jurisdictionany party to exercise its rights under Article 10.