FCC Qualifications Clause Samples
FCC Qualifications. Sellers hereby covenant and agree that prior to the Closing they shall cause the Company to maintain all necessary qualifications to hold and to obtain renewal in the ordinary course of the Licenses, and further covenant that they shall not knowingly or negligently take any action, or fail to take any action, which action or failure to act creates a material risk that the Company would not be qualified to hold the Licenses or that the FCC would revoke the Licenses; provided, however, that Purchaser shall be responsible for the Transition Liability as defined in and pursuant to Section 5.13.
FCC Qualifications. Seller and Purchaser each hereby covenants and agrees that, prior to the Closing, it shall use Reasonable Efforts not to take action that will remove any of those qualifications required by FCC rules or policies, or the Communications Act of 1934, as amended, for it to hold the License.
FCC Qualifications. Section 7.04
FCC Qualifications. Buyer is qualified under the Communications Act of 1934, as amended, and the rules and regulations of the FCC to be the assignee of the FCC Licenses. There are no facts known to Buyer that would delay the consummation of the transactions contemplated by this Agreement based upon Buyer's qualifications. Buyer has no reason to believe that the FCC assignment contemplated herein might be challenged or might not be granted by the FCC in the ordinary course because of its qualifications. Buyer is financially qualified to consummate the transactions contemplated by this Agreement.
FCC Qualifications. Parent and Sub, to their knowledge after ------------------ consulting with regulatory counsel and based on the FCC's current practice and precedent, are, for purposes of obtaining the FCC Order, legally, technically, financially and otherwise qualified to acquire control of the Company, and Parent and Sub are not aware of any facts or circumstances related to Parent or Sub that are likely to prevent consent to the transfer of control applications (as described in Section 5.8(b)) and issuance of the FCC Order. Parent's equity ownership is structured as described in the bid letter dated November 17, 1997 and delivered by Parent and Sub to the Financial Advisor on behalf of the Company. Parent and Sub, to their knowledge after consulting with regulatory counsel, are not aware, except for the continuation of existing waivers, that any waiver of any FCC rule or policy is necessary to be obtained for the grant of the applications for transfer of control of the Company to Parent and Sub, nor will processing pursuant to any exception to any rule of general applicability be requested or required in connection with the consummation of the Transactions.
FCC Qualifications. After due investigation, except for matters described in Section 3.10 of the Company Disclosure Schedule, the Company is not aware of any facts or circumstances related to the Company that are likely to prevent or delay prompt consent to the transfer of control applications (as described in Section 5.8(b)) to a qualified purchaser and the issuance of the FCC Order.
FCC Qualifications. To the best of Buyer's knowledge, Buyer is qualified under the Communications Act of 1934, as amended, and the rules and regulations of the FCC to be the assignee of the FCC Licenses, it being understood that Buyer has a duty to ascertain what would cause it to lose such qualification. There are no facts known to Buyer that would delay the consummation of the transactions contemplated by this Agreement. Buyer has no reason to believe that the FCC assignment contemplated hereby might be challenged or might not be granted by the FCC in the ordinary course solely because of its qualifications.
FCC Qualifications. Each of Parent and Teton Merger Sub is, and through the Closing shall continue to be, legally, technically, financially and otherwise qualified to be the licensee of, acquire control of, and to own and operate each of the Company Stations under the Communications Act and FCC Rules (for purposes of this Section 5.6, as they exist and have been interpreted by the FCC in its written rules, policies and decisions as of the date of this Agreement), including but not limited to the provisions relating to media ownership and attribution and character qualifications. Each of Parent and Teton Merger Sub shall be, as of the Closing Date, in compliance with Section 310(b) of the Communications Act and the FCC’s rules governing alien ownership. There are no, and through the Closing there shall not be any, facts or circumstances relating to Parent or any of its Subsidiaries that would reasonably be expected, under the Communications Act or FCC Rules or the existing procedures of the FCC (for purposes of this Section 5.6, all as they exist and have been interpreted by the FCC in its written rules, policies and decisions as of the date of this Agreement) or any other applicable Law, to disqualify Parent or Teton Merger Sub or any of their Subsidiaries as a holder of any of the FCC licenses held by the Company with respect to its business, as applicable, or as the owner and operator of the Company Stations. There are no facts or circumstances relating to Parent or any of its Subsidiaries that would reasonably be expected to require a waiver of or exemption from any provision of the Communications Act or FCC Rules (for purposes of this Section 5.6, as they exist and have been interpreted by the FCC in its written rules, policies and decisions as of the date of this Agreement) for the FCC Consent to be obtained. Neither Parent nor Teton Merger Sub is, or prior to the Closing shall be, a “foreign person” within the meaning of 31 C.F.R. § 800.224. There are no, and prior to the Closing shall not be any, facts or circumstances relating to Parent or any of its Subsidiaries that would reasonably be expected to (a) result in the FCC’s refusal to grant the FCC Consent or otherwise disqualify Parent or Teton Merger Sub or their Subsidiaries, (b) materially delay obtaining the FCC Consent or (c) cause the FCC to impose a material condition or conditions on its granting of the FCC Consent or to designate the FCC Applications for a hearing.
FCC Qualifications. Buyer is financially and legally qualified under the current rules and regulations of the FCC to enter into this Agreement and to consummate the transactions contemplated herein, and Buyer requires no waivers of such rules or regulations in order for the FCC to grant the FCC Consent.
FCC Qualifications. 15 Section 3.11. Section 203.......................................................... 15 Section 3.12. Litigation........................................................... 15 Section 3.13. Intellectual Property................................................ 16 Section 3.14. Labor Matters........................................................ 16 Section 3.15.