FCC Condition Clause Examples

The FCC Condition clause establishes that the completion of a transaction is contingent upon receiving approval or clearance from the Federal Communications Commission (FCC). In practice, this means that parties cannot finalize the deal until all necessary FCC consents, licenses, or regulatory approvals have been obtained, which is particularly relevant in transactions involving telecommunications assets or services. The core function of this clause is to ensure legal compliance and prevent the transaction from proceeding if regulatory requirements are not met, thereby protecting both parties from potential legal or operational risks.
FCC Condition. 4.1.1 The Parties shall use all commercially reasonable endeavours to satisfy the FCC Condition promptly following the date of this Agreement as follows: (i) as soon as reasonably practicable and, in any event, within five (5) Business Days of the date of this Agreement, the Subscriber shall prepare and submit to the Company a draft form completed by the Subscriber in respect of the FCC Xxxxxx Xxxxxx; (ii) the Company shall provide its reasonable comments on the draft form as soon as reasonably practicable (and, in any event, within five (5) Business Days of receipt of the same); and (iii) as soon as reasonably practicable and, in any event, within ten (10) Business Days of receipt of the Company’s reasonable comments, the Subscriber shall finalise and submit the FCC Merger Filing. 4.1.2 In respect of the FCC Merger Filing to be made pursuant to Clause 4.1.1, each Party shall: (i) deliver as soon as reasonably practicable to the other Party copies of all material correspondence with the FCC; (ii) discuss with the other Party any clarifications and/or subsequent submissions requested by the FCC and give the other Party reasonable opportunity to comment on such clarifications and/or subsequent submissions; and (iii) deliver as soon as reasonably practicable to the other Party a copy of any certificate, notice or similar document provided by the FCC in relation to the FCC Merger Filing.
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FCC Condition. 5.2.1 The Company and the Optionholder shall use all commercially reasonable endeavours to satisfy the FCC Condition promptly following the date of this Agreement as follows: (i) as soon as reasonably practicable and, in any event, within seven (7) Business Days of the date of this Agreement, the Optionholder shall prepare and submit to the Company a draft form completed by the Optionholder in respect of the FCC Merger Filing; (ii) the Company shall provide its reasonable comments on the draft form as soon as reasonably practicable (and, in any event, within seven (7) Business Days of receipt of the same); and (iii) as soon as reasonably practicable and, in any event, within seven (7) Business Days of receipt of the Company’s reasonable comments, the Optionholder shall finalise and submit the FCC Merger Filing, and, provided further that if, following delivery of an Option Exercise Notice, FCC Approval has not previously been obtained or does not remain in full force and effect at all times prior to Closing, then the Company and the Optionholder shall re-comply with the provisions of this Clause 5.2.1 mutatis mutandis as if references to the date of this Agreement were references to the date of delivery of an Option Exercise Notice. 5.2.2 In respect of any FCC Merger Filing, each party shall: (i) deliver as soon as reasonably practicable to the other parties copies of all material correspondence with the FCC; (ii) discuss with the other parties any clarifications and/or subsequent submissions requested by the FCC and give the other parties reasonable opportunity to comment on such clarifications and/or subsequent submissions; and (iii) deliver as soon as reasonably practicable to the other parties a copy of any certificate, notice or similar document provided by the FCC in relation to the FCC Merger Filing.
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FCC Condition 
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Related to FCC Condition

  • Change in Condition From and after the Balance Sheet Date to and including the date hereof, the Company has conducted its Business only in the Ordinary Course of Business and has maintained the value of its Business as a going concern and, except as set forth on Schedule 4.12, its relationships with customers, distributors, suppliers, vendors, employees, agents and others. Without limiting the generality of the foregoing, except as set forth on Schedule 4.12, which matters have not had and will not have in the aggregate a Material Adverse Effect, since the Balance Sheet Date the Company has not: (a) Entered into any transaction otherwise than on an arms’ length basis or any transaction with any Existing Stockholder or any Affiliate thereof; (b) Made any capital expenditure in excess of $100,000 individually or $500,000 in the aggregate; (c) Incurred or otherwise become liable in respect of any Debt, except for borrowings in the Ordinary Course of Business under the Loan and Security Agreement dated as of December 13, 2000, between Kenexa Financial, Inc. and Citicorp USA, or become liable in respect of any Guarantee; (d) Created or suffered the imposition of any Lien (other than capital leases in excess of $100,000) upon any assets, whether tangible or intangible, of the Company; (i) Sold, leased to others or otherwise disposed of any of its Assets, (ii) entered into any Contractual Obligation relating to (A) the purchase by the Company of any capital stock of or interest in any Person (other than purchases by the Company from terminated employees), (B) the purchase of assets constituting a business or (C) any merger, consolidation or other business combination, (iii) canceled or compromised any Debt or claim (other than compromises of accounts receivable in the Ordinary Course of Business), (iv) waived or released any right of substantial value or (v) instituted, settled or agreed to settle any material Action; (i) Made any changes in the rate of Compensation of any director, officer, employee, or consultant to, or agent of the Company, except for changes in the Ordinary Course of Business to the compensation of Persons other than directors and officers of the Company, or (ii) paid or agreed to pay any extra Compensation to any such Person (including, without limitation, any such payments to be made in connection with and/or from the proceeds of the transactions contemplated hereby or by the other Transaction Documents); (g) Suffered any material damage, destruction or loss (whether or not covered by insurance) to any of its Assets; (h) Made any change in its customary methods of accounting or accounting practices, pricing policies or payment or credit practices, or failed to pay any creditor any amount owed to such creditor when due, or granted any extensions of credit other than in the Ordinary Course of Business (it being understood that the consummation of the Reorganization required the Company to change from a cash method to an accrual method of accounting for income tax purposes); (i) Made any Distributions; (j) Entered into any Contractual Obligation to do any of the things referred to in clauses (a) through (i) above; and (k) Suffered or incurred any Material Adverse Effect, nor any event or events which in the aggregate will have a Material Adverse Effect.

  • Existing Condition Since the Balance Sheet Date, the Sellers have operated or caused to be operated their respective Hotels only in the Ordinary Course, and no Seller has: (1) suffered any material adverse change in its working capital, financial condition, results of operation, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects; (2) incurred any liability or obligation (absolute, accrued, contingent or otherwise) except non-material items incurred in the Ordinary Course, or increased, or experienced any change in any assumptions underlying or methods of calculating, any bad debt, contingency or other reserves; (3) paid, discharged or satisfied any claim, liability or obligation (whether absolute, accrued, contingent or otherwise) other than the payment, discharge or satisfaction in the Ordinary Course of liabilities and obligations reflected or reserved against in the Balance Sheet or incurred in the Ordinary Course and consistent with past practice since the Balance Sheet Date; (4) permitted or allowed any of the Hotels to be subjected to any Lien, except for Liens for current Taxes not yet due; (5) written down the value of any Inventory (including write-downs by reason of shrinkage or xxxx-down) or written off as uncollectible any notes or Accounts, except for immaterial write-downs and write-offs in the Ordinary Course; (6) cancelled any debts or waived any claims or rights of substantial value; (7) sold, transferred or otherwise disposed of any Hotel properties or assets (real, personal or mixed, tangible or intangible), except in the Ordinary Course; (8) disposed of or permitted to lapse any rights to the use of any Marks, or disposed of or disclosed to any person other than representatives of Buyer any trade secret, formula, process, know-how or other intellectual property not theretofore a matter of public knowledge; (9) other than in the Ordinary Course, granted any general increase in the compensation of officers or employees of any Hotels (including any such increase pursuant to any bonus, pension, profitsharing or other plan or commitment) or any other increase in the compensation payable or to become payable to any officer or employee of any Hotel, and no such increase is customary on a periodic basis or required by agreement or understanding; (10) made any material capital expenditure except in the Ordinary Course; (11) made any change in any method of accounting or accounting practice; or (12) agreed, whether in writing or otherwise, to take any action described in this Section.

  • Prior Conditions Satisfied All conditions set forth in §10 shall continue to be satisfied as of the date upon which any Loan is to be made or any Letter of Credit is to be issued.

  • Test conditions 6.1.1. The test shall be performed on a flat, dry concrete or asphalt surface affording good adhesion. 6.1.2. The ambient temperature shall be between 0°C and 45°C. 6.1.3. The horizontal visibility range shall allow the target to be observed throughout the test.

  • Market Conditions Notwithstanding any provision of this Agreement to the contrary, settlement and payment for Foreign Assets received for the account of the Portfolios and delivery of Foreign Assets maintained for the account of the Portfolios may be effected in accordance with the customary established securities trading or processing practices and procedures in the country or market in which the transaction occurs, including, without limitation, delivering Foreign Assets to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) with the expectation of receiving later payment for such Foreign Assets from such purchaser or dealer. The Custodian shall provide to each Board the information with respect to custody and settlement practices in countries in which the Custodian employs a Foreign Sub-Custodian described on Schedule C hereto at the time or times set forth on such Schedule. The Custodian may revise Schedule C from time to time, provided that no such revision shall result in a Board being provided with substantively less information than had been previously provided hereunder.