FCC Authorizations. All licenses, construction permits and authorizations issued by the FCC to Seller with respect to the Station (the “FCC Authorizations”), and all applications therefor, together with any renewals, extensions, or modifications thereof and additions thereto.
FCC Authorizations. The FCC Authorizations constitute all licenses and authorizations issued by the FCC that are necessary for the operation of the business of the Borrower and its Restricted Subsidiaries as currently conducted except as could not reasonably be expected to have a Material Adverse Effect. The FCC Authorizations are in full force and effect and have not expired, been revoked, suspended, rescinded, or terminated and are not subject to any conditions or requirements that have not been imposed upon all such authorizations generally except as could not reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to result in a Material Adverse Effect, the Borrower and its Restricted Subsidiaries operate their business in compliance with the terms of the FCC Authorizations and the Communications Act. To the knowledge of Borrower and except as would not reasonably be expected to result in a Material Adverse Effect, there is no action pending or, to the knowledge of the Borrower, threatened before the FCC to revoke, refuse to renew, suspend, or modify any of the FCC Authorizations other than proceedings to amend FCC rules of general applicability.
FCC Authorizations. Parent and its Subsidiaries hold such validly issued FCC main station and associated auxiliary, translator and booster radio licenses and authorizations as are necessary to operate the Radio Stations as they are currently operated (collectively, the "FCC Authorizations"), each of which is in full force and effect. The FCC main station licenses for Radio Stations to be held by Parent and its Subsidiaries, after giving effect to all elements of the Transaction that are closing or being consummated as of or on the Initial Borrowing Date (collectively, the "Main Station Licenses") are listed on Schedule VII, each of which FCC Authorizations has the expiration date indicated on Schedule VII. Neither Parent, Holdings nor the Borrower has knowledge of any material adverse condition imposed by the FCC as part of any FCC Authorizations which is neither set forth on the face thereof as issued by the FCC nor contained in the rules and regulations of the FCC applicable generally to radio stations of the type, nature, class or location of each Radio Station. Each Radio Station is operated by Parent and its Subsidiaries in all material respects (i) in accordance with the terms and conditions of the FCC Authorizations applicable to it and (ii) in accordance with the rules and regulations of the FCC and the Communications Act of 1934, as amended (the "Communications Act"). No proceedings are pending or, to the knowledge of Parent, Holdings or the Borrower, are threatened which may reasonably be expected to result in the revocation, modification, non-renewal or suspension of any of the FCC Authorizations, the denial of any pending applications, the issuance of any cease and desist order or the imposition of any material fines, forfeitures or other administrative actions by the FCC with respect to the Radio Stations or their operation, other than proceedings affecting the radio broadcasting industry in general. Reports, applications and other documents required to be filed by any Credit Party or any Subsidiary of the Borrower with the FCC with respect to the Radio Stations have in all material respects been timely filed and all such reports, applications and documents are true, correct and complete in all material respects, and neither Parent, Holdings nor the Borrower has knowledge of any matters (i) which could reasonably be expected to result in the suspension or revocation of or the refusal to renew any of the FCC Authorizations or the imposition of any material fines o...
FCC Authorizations. (a) Schedule 1.2(a) contains a true and complete list of the licenses and permits, including the FCC Authorization, issued in connection with the Station, including their expiration dates. Seller has delivered to Buyer true and complete copies of such licenses and permits. The FCC Authorization and other licenses, permits and authorizations listed in Schedule 1.2(a) are validly held by Seller, and are in full force and effect. There are no applications pending before the FCC relating to the FCC Authorization.
FCC Authorizations. The FCC, by not later than December 10, 1997, ------------------ shall have given its written consents to the assignment of the FCC Authorizations, without any conditions materially adverse to Pacific and Southern or to its affiliated companies.
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
FCC Authorizations. 12 7.5 Title to and Condition of Real Property....................13 7.6 Condition and Operation of Improvements....................14 7.7 Title to and Condition of Personal Property................14 7.8 Contracts..................................................15 7.9
FCC Authorizations. (a) Schedule 7.4 contains a true and complete list of the Station Licenses, including their expiration dates, and there are no other licenses, permits or other authorizations from Governmental Entities or regulatory authorities required for the lawful conduct of the business and operation of any Station in the manner and to the full extent that such Station is now conducted. The Sellers have delivered to the Buyers true and complete copies of the Station Licenses, including any and all amendments and other modifications thereto. The Station Licenses and other licenses, permits and authorizations listed in Schedule 7.4 were validly issued and are validly held by the Sellers, are in full force and effect and are unimpaired by any act or omission of the Sellers, their shareholders, officers, directors, employees or agents, and except as disclosed in Schedule 7.4, none of the foregoing is subject to any restriction or condition which would limit in any respect the full operation of the Stations as now operated. The Sellers have no reason to believe that the FCC will not renew the Station Licenses in the ordinary course.
FCC Authorizations. (a) Schedule 1.2(a) contains a true and complete list of the FCC Licenses, and there are no other licenses, permits or other authorizations from the FCC required for the lawful conduct of the business and operation of the Station in the manner now conducted. The FCC Licenses are in full force and effect. All required FCC regulatory fees with respect to the FCC Licenses have been paid. The FCC licenses have been issued for the full terms customarily issued to a radio broadcast station in the State of Illinois, and the FCC Licenses are not subject to any condition except for conditions shown on the face of the FCC Licenses, applicable to radio broadcast licenses generally or otherwise disclosed in Schedule 1.2(a).
FCC Authorizations. (a) Section 3.13(a) of the Company Disclosure Letter sets forth a true and complete list as of February 28, 2011 of (i) all FCC Authorizations; (ii) all applications (collectively, “Pending Applications”) currently pending before the FCC filed by or on behalf of the Company or any Company Subsidiary; (iii) all petitions for rulemaking currently pending before the FCC that were filed by the Company or any Company Subsidiary; and (iv) all pending proceedings before the FCC (including those on appeal or review to any court of competent jurisdiction) that expressly relate to the Company, any Company Subsidiary, or any Company Station. Section 3.13(a) of the Company Disclosure Letter also identifies: (A) all radio stations for which the Company or any Company Subsidiary provides programming, advertising or other services pursuant to a local marketing agreement, joint sales agreement or similar agreement; (B) all radio stations owned by the Company or any Company Subsidiary to which programming, advertising or other services are provided pursuant to a local marketing agreement, joint sales agreement or similar agreement; and (C) all pending transactions for the acquisition or disposal of any radio stations by the Company or any Company Subsidiary through a purchase, sale or exchange transaction. The Company is not aware of any reason that could reasonably be expected to result in a refusal by the FCC to renew any FCC Authorization for a full term without any conditions (other than those standard to such renewals) in the normal course.
