FCC Approvals. Notwithstanding anything herein or in any of the Security Documents to the contrary, but without limiting or waiving in any way the Borrower's obligations under Section 2.0 1, the Agents and the Lenders' rights hereunder and under the Security Documents are subject to the Communications Act of 1934, as amended, and all applicable policies, rules and regulations of the FCC. The Agent and the Lenders will not take any action pursuant to this Agreement or the Security Documents which would constitute or result in any assignment or transfer control of any FCC License, whether de jure or de facto, if such assignment or transfer of control would require under then existing law (including the Communications Act of 1934, as amended, and the published policies, rules and regulations promulgated by the FCC), the prior approval of the FCC, without first obtaining such approval. The Agent and the Lenders specifically agree that (a) voting rights in the ownership interests of the Companies will remain with the holders thereof even in an Event of Default unless and until any required prior consent of the FCC shall be obtained to the transfer of such voting rights; (b) in an Event of Default, there will be either a private or public sale of the membership interests of the Companies; and (c) prior to the exercise of member or other equityholder rights by a purchaser at such sale, the prior consent of the FCC, pursuant to 47 U.S.C. 3 1 0(d), in each case only if required, will be obtained prior to such exercise. The Borrower agrees to take any action which the Agent or any Lender may reasonably request in order to cause the Agent and the Lenders to obtain and enjoy the full rights and benefits granted to by this Agreement and the other Loan Documents, including specifically, at the cost and expense of the Borrower, the use of its commercially reasonable efforts to assist in obtaining approval of the FCC or any state or municipality or other governmental authority for any action or transaction contemplated by this Agreement or any Security Document which is then required by law, and specifically, without limitation, upon request following an Event of Default, to prepare, sign and file (or cause to be filed) with the FCC or such state or municipality or other governmental authority the assignors, transferor's or controlling person's portion of any application or applications for consent to (i) the assignment of any FCC License or transfer or control thereof, (ii) any sale or...
FCC Approvals. All approvals from the FCC required to consummate the transactions contemplated by this Agreement shall have been obtained and are in full force and effect on the Closing Date.
FCC Approvals. All orders and approvals of the FCC required in connection with the consummation of the transactions contemplated by this Agreement shall have been obtained without the imposition of any conditions or restrictions of the type referred to in Section 6.02(e)(ii), (iii) or (iv) that are not acceptable to Parent in its sole discretion.
FCC Approvals. The Requisite FCC Approvals shall have been obtained;
FCC Approvals. (a) The Company and Buyer will, as applicable, within ten (10) days of the Effective Date, execute and file filing copies of FCC applications to either (i) seek the consent of the FCC to the assignment of the FCC Licenses to Buyer, or (ii) have the FCC Licenses reissued by the FCC in the name of Buyer, as appropriate (collectively, the “FCC Approvals”). The Company and Buyer agree to use their respective reasonable best efforts to cooperate with any requests for information, filing of forms, communications with the FCC or other actions which are reasonably necessary in order to obtain the FCC Approvals.
FCC Approvals. The Borrower shall have obtained the FCC Consents necessary to be obtained at or prior to the Closing to execute and deliver the Restructuring Transaction Documents and the other agreements and instruments executed and delivered by the Borrower in connection herewith and therewith, to issue the Purchased Shares and the Purchaser Warrants (as such terms are defined in the Restructuring Agreement) and to carry out the transactions contemplated by the Restructuring Agreement, and such consents shall be in full force and effect at the Closing.
FCC Approvals. Notwithstanding anything herein or in any of the Loan Documents to the contrary, but without limiting or waiving in any way Borrower's obligations under this Agreement or the other Loan Documents, the Lender Group's rights hereunder and under the Loan Documents are subject to the Communications Act of 1934, as amended, and all applicable policies, rules and regulations of the FCC. Agent and the Lenders will not take any action pursuant to this Agreement or the Loan Documents which would constitute or result in any assignment or transfer of control of any FCC License, whether de jure or de facto, if such assignment or transfer of control would require under the then existing law (including the Communications Act of 1934, as amended, and the published policies, rules and regulations promulgated by the FCC), the prior approval of the FCC, without first obtaining such approval.
FCC Approvals. Seller and Purchaser will, as applicable, not later than thirty (30) days after the execution of this Agreement by the Parties, execute and file FCC applications to seek any required consent of the FCC for any licenses possessed by the Company in connection with the operation of the business of the Company. The Parties agree to use their respective Commercially Reasonable Efforts to cooperate with any requests for information, filing of forms, communications with the FCC or other actions that are reasonably necessary in order to obtain FCC approval. If any required FCC approvals are not obtained on or before the Closing Date and no special temporary authority has been granted by the FCC that allows Purchaser to operate under the FCC licensees or the FCC application has not been granted, then the Closing shall nevertheless occur as scheduled and with no reduction in the Final Purchase Price, and the Parties will comply with any applicable requirements of the FCC or applicable Law. Purchaser agrees that it will not use or operate any equipment which is the subject of any FCC licenses, approvals or applications after the Closing in violation of any requirements of the FCC or any applicable Law.
FCC Approvals. Notwithstanding anything to the contrary set forth herein, the Grantor agrees that to the extent prior FCC approval is required pursuant to the Communications Act of 1934, as amended, for (i) the operation and effectiveness of any grant, right or remedy hereunder or under the Indenture or (ii) taking any action that may be taken by the Collateral Agent hereunder or under the Indenture, such grant, right, remedy or actions will be subject to such prior Federal Communications Commission ("FCC") approval having been obtained by or in favor of the Collateral Agent, on behalf of the Secured Parties (and Grantor will use its best efforts to obtain any such approval as promptly as possible). Grantor agrees that, upon and during the continuance of an Event of Default and at Collateral Agent's request, Grantor will, and will cause its subsidiaries to, immediately file, or cause to be filed, such applications for approval and shall take all other and further actions required by the Collateral Agent, on behalf of the Secured Parties, to obtain such governmental authorizations, including FCC authorizations, as are necessary to transfer ownership and control to the Collateral Agent, on behalf of the Secured Parties, or their successors or assigns, of the Collateral held by it or its subsidiaries, or its interest in any Person holding any such Collateral.
FCC Approvals. The FCC shall have given all requisite approvals and consents, without any condition or qualification Materially adverse to Purchaser or its assignee, the Company or any of the Subsidiaries or Materially adverse to the operations of the Business, to the acquisition of control of the Company or any of the Subsidiaries by Purchaser as provided in this Agreement (whether or not any appeal or request for reconsideration or review is pending or the time for filing any appeal or request for reconsideration or review, or for any sua sponte action by the FCC with similar effect has expired), including without limitation, any Materially Adverse Condition on Purchaser's acquisition or operation of any of the Stations. In addition, the FCC shall have granted the renewal of the FCC Licenses of each Station for a full eight (8) year term from the date of the expiration of the most recent License term.
