Qualifications of Buyer. Except as disclosed in Schedule 4.6, Buyer is, and pending Closing will remain legally, financially and otherwise qualified under the Communications Act, Xxxx-Xxxxx-Xxxxxx and all rules, regulations and policies of the FCC, the Department of Justice, the Federal Trade Commission (the "FTC") and any other governmental agency, to acquire and operate the Stations. Except as disclosed in Schedule 4.6, there are no facts or proceedings which would reasonably be expected to disqualify Buyer under the Communications Act or Xxxx-Xxxxx-Xxxxxx or otherwise from acquiring or operating the Stations or would cause the FCC not to approve the assignment of the FCC Licenses to Buyer or the Department of Justice and the FTC not to allow the waiting period under Xxxx-Xxxxx-Xxxxxx to terminate within 30 days of the filing provided for in Section 6.2. Except as disclosed in Schedule 4.6, Buyer has no knowledge of any fact or circumstance relating to Buyer or any of Buyer's Affiliates that would reasonably be expected to (a) cause the filing of any objection to the assignment of the FCC Licenses to Buyer, (b) lead to a delay in the processing by the FCC of the applications for such assignment or (c) lead to a delay in the termination of the waiting period required by Xxxx-Xxxxx-Xxxxxx. Except as disclosed in Schedule 4.6, no waiver of any FCC rule or policy is necessary to be obtained for the grant of the applications for the assignment of the FCC Licenses to Buyer, nor will processing pursuant to any exception or rule of general applicability be requested or required in connection with the consummation of the transactions herein.
Qualifications of Buyer. Except as set forth in Schedule 4.5, to the Knowledge of Buyer, Buyer is qualified under the Communications Act and the published rules, regulations and policies of the FCC to acquire the Commission Authorizations. Except as disclosed in Schedule 4.5, there are no facts or Proceedings which would reasonably be expected to disqualify Buyer, or require a waiver under the Communications Act or the published FCC rules and policies (including under any applicable multiple ownership rules) or the HSR Act or otherwise from acquiring or operating the Stations or would cause the FCC to deny or materially delay issuance of the FCC Consent or the Department of Justice and the Federal Trade Commission not to allow the waiting period under the HSR Act to terminate as provided for in Section 6.2. Except as disclosed in Schedule 4.5, no waiver of any FCC rule or policy is necessary to be obtained on behalf of Buyer for the grant of the Assignment Applications for the FCC Consents, and Buyer has no reason to request that the FCC process the Assignment Applications pursuant to any special procedure to find Buyer qualified under the Communications Act and the FCC’s published rules and policies to acquire the Commission Authorizations.
Qualifications of Buyer. 27 4.7 WARN Act...........................................................................................27 4.8 Buyer's Defined Contribution Plan..................................................................27 5. OPERATION OF THE STATIONS PRIOR TO CLOSING................................................................28 5.1 Contracts..........................................................................................28 5.2 Compensation.......................................................................................28 5.3 Encumbrances.......................................................................................28 5.4 Dispositions.......................................................................................28 5.5 Access to Information..............................................................................28 5.6 Insurance..........................................................................................29 5.7 Licenses...........................................................................................29 5.8 Obligations........................................................................................29 5.9
Qualifications of Buyer. Except as set forth in Schedule 5.6, Buyer is qualified under the Communications Act to be the assignee of the Licenses and Buyer knows of no facts or circumstances (including, without limitation, facts or circumstances implicating the jurisdiction of administrative agencies other than the FCC) that will delay a routine grant of the FCC Consent by the FCC or cause the FCC to have a basis to deny the assignment of the Licenses as provided for in this Agreement.
Qualifications of Buyer. Except as disclosed in Schedule 4.5, Buyer is and, pending the License Closing, will remain legally, financially, and otherwise qualified under the Communications Act and all rules, regulations, and polices of the FCC to acquire and operate the Station. Except as disclosed in Schedule 4.5, there are no facts or proceedings which would reasonably be expected to disqualify Buyer under the Communications Act or otherwise from acquiring or operating the Station or would cause the FCC not to approve the assignment of the FCC Licenses to Buyer. Except as disclosed in Schedule 4.5, Buyer has no knowledge of any fact or circumstances relating to Buyer or any of Buyer’s Affiliates that would reasonably be expected to (a) cause the filing of any objection to the assignment of the FCC License to Buyer, or (b) lead to a delay in the processing by the FCC of the applications for such assignment. Except as disclosed in Schedule 4.5, no waiver of any FCC rule or policy is necessary to be obtained for the grant of the applications for the assignment of the FCC Licenses to Buyer, nor will processing pursuant to any exception or rule of general applicability be requested or required in connection with the consummation of the transactions herein; however, in the event such a waiver is necessary, Buyer makes no representation or warranty that the FCC would grant such a waiver.
Qualifications of Buyer. 4.6. Compliance with Laws.
Qualifications of Buyer. To be the best of Buyer's knowledge, information and belief, Buyer is legally and financially qualified to be the assignee of the Licenses hereunder, and it is not engaged in any proceedings with the FCC which would prevent the assignment of the Licenses hereunder nor is it aware of any claim which would result in such a proceeding or which would prevent the sale contemplated herein.
Qualifications of Buyer. Buyer. Buyer is experienced and knowledgeable in financial and business matters to the extent that Buyer is capable of evaluating the merits and risks of the prospective investment in the Company. Buyer has obtained, to the extent Buyer deems necessary, professional advice with respect to the risks inherent in the investment in the Company and acquisition of the Stock in light of Buyer’s financial condition and investment needs. Buyer has been given access to full and complete information regarding the Company and has utilized such access to Buyer’s satisfaction for the purpose of obtaining information and, particularly, Buyer has obtained, and has had the opportunity to obtain, information from the Company as set forth in Section 4.12 above.
Qualifications of Buyer. 24 4.7 WARN Act...............................................................................................24
Qualifications of Buyer. 4.7. WARN Act 4.8. Buyer’s Defined Contribution Plan SECTION 5: OPERATION OF THE STATIONS PRIOR TO CLOSING 5.1. Contracts 5.2. Compensation 5.3. Encumbrances 5.4. Dispositions 5.5. Access to Information 5.6. Insurance 5.7. Licenses 5.8. Obligations
