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 will be filed by the Buyers and the Sellers with the FCC within ten (10) days of the signing of this Agreement. The Sellers and the Buyers 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 including the filing of this Agreement as an amendment to the prior filing; provided, however, that neither the Sellers nor the Buyers shall have any obligation to satisfy any complainant or the FCC by taking any steps which would have a material adverse effect upon the Sellers or the Buyers or upon any Affiliate of the Buyers or the Sellers, but neither the expense nor inconvenience to a Party of defending against a complainant or an inquiry by the FCC shall be considered a material adverse effect on such Party. If the FCC Consent imposes any condition on any Party hereto, such Party shall use its reasonable best efforts to comply with such condition; provided, however, that no Party shall be required to comply with any condition that would have a material adverse effect upon it or any of its Affiliates. The Buyers will provide the Sellers, and the Sellers will provide the Buyers, with a copy of any pleading, order or other document served on such Person relating to any FCC Application. Neither the Buyers nor the Sellers will, and each of them will 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 materially and adversely affect the likelihood of the grant of any 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.
FCC Application. (a) The assignment of the FCC Licenses as contemplated by this Agreement is subject to the prior consent and approval of the FCC. Between the date of this Agreement and the Closing, Buyer shall not directly or indirectly control the operation of the Station.
FCC Application. Within five (5) business days after the execution of this Agreement, Buyer and RLF shall file an application with the FCC for the FCC Consent (the "FCC Application"). Buyer and RLF shall prosecute the FCC Application with all reasonable diligence and otherwise use their best efforts to obtain the FCC Consent as expeditiously as practicable (but neither Buyer nor RLF shall have any obligation to satisfy complainants or the FCC by taking any steps which would have a material adverse effect upon Buyer or RLF or upon any of their respective Affiliates). If the FCC Consent imposes any condition on Buyer or RLF or any of their respective Affiliates, such party shall use its best efforts to comply with such condition; provided, however, that neither Buyer nor RLF shall be required hereunder to comply with any condition that would have a material adverse effect upon it or any of its Affiliates. 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.
FCC Application. (a) As promptly as practicable after the execution and delivery of this Agreement, Acquiror, Merger Sub and the Company shall prepare all appropriate applications for FCC consent, and such other documents as may be required, with respect to the transfer of control of the Company to Acquiror (collectively, the "FCC Application"). As promptly as practicable thereafter, Acquiror and Merger Sub shall deliver to the Company their respective completed portions of the FCC Application. As promptly as practicable, but not later than twenty-one (21) calendar days after the date hereof, the Company and Acquiror shall jointly file, or cause to be filed, the FCC Application. Acquiror, Merger Sub and the Company shall use their reasonable best efforts to prosecute the FCC Application in good faith and with due diligence in order to obtain such FCC consent as expeditiously as practicable. If the Closing shall not have occurred for any reason within the initial effective period of the granting of approval by the FCC of the FCC Application, and neither Acquiror nor the Company shall have terminated this Agreement pursuant to Section 9.1, Acquiror and the Company shall jointly request one or more extensions of the effective period of such grant. No party hereto shall knowingly take, or fail to take, any action the intent or reasonably anticipated consequence of which action or failure to act would be to cause the FCC not to grant approval of the FCC Application.
FCC Application. If the same has not already been filed as of the --------------- time of the execution hereof, then within three (3) business days after the execution of this Agreement, Buyer and Seller shall file an application with the FCC for the FCC Consent (the "FCC Application"). Buyer and Seller shall prosecute the FCC Application with all reasonable diligence and otherwise use their reasonable best efforts to obtain the FCC Consent as expeditiously as practicable (but neither Buyer nor Seller shall have any obligation to satisfy complainants or the FCC by taking any steps which would have a material adverse effect upon Buyer or Seller or upon any of their respective Affiliates). If the FCC Consent imposes any condition on Buyer or Seller or any of their respective Affiliates, such party shall use its reasonable best efforts to comply with such condition; provided, however, that neither Buyer nor Seller shall be required hereunder to comply with any condition that would have a material adverse effect upon it or any of its Affiliates. 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 and the other party shall cooperate in such efforts; provided, however, that nothing herein shall be construed to limit either party's right to terminate this Agreement pursuant to Article 16 hereof.
FCC Application. The Company and Parent shall coordinate efforts and cooperate with each other to cause the FCC Filings to be made for approval of the transactions contemplated in the License Assignment and the Spectrum Lease (the “Cameron Transactions”) to be accomplished as soon as practicable after the date of this Agreement. In the event the Cameron Transactions have not been approved by the FCC within 35 days after the date of this Agreement (or such lesser time as the parties may mutually agree), the Company and Parent shall coordinate efforts and cooperate with each other to cause the FCC Filings to be made for approval of the transfer of control of the FCC Licenses to Parent as a result of the Offer or the Merger (the “Transfer of Control”) to be accomplished as soon as practicable thereafter. The Company and Parent shall prosecute each FCC Filing with commercially reasonable diligence and otherwise use their commercially reasonable efforts to obtain the grants of the FCC Filings (the “FCC Approval”) as expeditiously as practicable. Each party will promptly provide to the other parties a copy of any pleading, order or other document served on it relating to such FCC Filings. The Parent and the Company shall oppose any petitions to deny or other objections filed with respect to the FCC Filings and any requests for reconsideration or review of the FCC Approval.
FCC Application. The assignment of the FCC Authorization as contemplated by this Agreement is subject to the prior consent and approval of the FCC. No later than ten (10) business days after the date that the parties execute this Agreement, Buyer and Seller shall file the FCC Application. Seller and Buyer shall thereafter prosecute the FCC Application with all reasonable diligence and otherwise use their best efforts to obtain the grant of the FCC Application as expeditiously as practicable. 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 17 hereof.
FCC Application. Seller will file with the Federal Communication Commission application for approval of the transfer to Buyers of the Wireless Telecommunications Bureau authorizations listed on Schedule 2.1.8.
FCC Application. (a) Each of Purchaser, MMP and Sellers shall, within seven Business Days following the date hereof, file with the FCC the FCC Application; provided that the parties shall cooperate with each other in the preparation of the FCC Application and shall in good faith and with due diligence take all reasonable steps necessary to expedite the processing of the FCC Application and to secure such consents or approvals as expeditiously as practicable; and provided further that MMP shall cause the FCC Licensee Entities, to the extent deemed reasonably necessary by counsel to Purchaser to join in and provide information in connection with the FCC Application and comply with the immediately preceding provisions and 9.5(b) below. If the Closing shall not have occurred for any reason within the initial effective periods of the granting of FCC approval of the FCC Application, and no party shall have terminated this Agreement under Section 14, the parties shall jointly request and use their respective best efforts to obtain one or more extensions of the effective periods of such grants. No party shall knowingly take, or fail to take, any action the intent or reasonably anticipated consequence of which would be to cause the FCC not to grant approval of the FCC Application.
FCC Application. To Parent's knowledge and except as set forth in the Disclosure Schedule of Parent dated the date hereof and delivered to the Company (the "Parent Disclosure Schedule"), Parent and its affiliates are qualified under Current FCC Policy to hold, or control the entities which hold or will hold, the FCC Licenses currently held or controlled by the Company and to be held by Parent or any person under common control with Parent after the Effective Time. Except as set forth in the Parent Disclosure Schedule, Parent is not aware of any facts or circumstances relating to Parent or any of its affiliates that would, under Current FCC Policy, prevent or materially delay the FCC's granting of the FCC Application.
