Application for Commission Consent. ================================== (a) Seller and Buyer agree to proceed expeditiously and with due diligence and to use their best efforts and to cooperate with each other in seeking the Commission's approval of the transactions contemplated hereunder. Within five (5) days after the date of this Agreement, each party shall prepare and file with the Commission the Assignment Application and all information, data, exhibits, resolutions, statements, and other materials necessary and proper in connection with such Assignment Application. Each party further agrees expeditiously to prepare Application amendments whenever such amendments are required by the Commission or its rules. (b) Except as otherwise provided herein, each party will be solely responsible for the expenses incurred by it in the preparation, filing and prosecution of its respective portion of the Assignment Application. All filing fees and grant fees imposed by the Commission should be paid one-half (1/2) each by Seller and Buyer. (c) Each party agrees to comply with any condition imposed on it by the Commission, except that no party shall be required to comply with a condition that would have a material adverse effect upon it unless the condition was imposed as the result of a circumstance which constitutes a breach by that party of any of its representations, warranties, or covenants in this Agreement. Buyer and Seller shall oppose any efforts for reconsideration or judicial review of the grant by the Commission of the Assignment Application (but nothing in this Section shall limit any party's right to terminate this Agreement pursuant to Section 17 of this Agreement).
Appears in 2 contracts
Samples: Asset Purchase Agreement (Radio One Inc), Asset Purchase Agreement (Radio One Inc)
Application for Commission Consent. ==================================
(a) Seller and Buyer agree to proceed expeditiously and with due diligence and in good faith and to use their best efforts and to cooperate with each other in seeking the Commission's approval of the transactions contemplated hereunder. Within five two (52) business days after the date of this Agreement, each party shall prepare and file with have prepared its portion of an application on FCC Form 314 to request Commission consent to assign the Commission Authorizations from Seller to Buyer (the "Assignment Application Application") and all information, data, exhibits, resolutions, statements, and other materials necessary and proper in connection with such Assignment ApplicationApplication and shall have filed such portion of the Assignment Application with the Commission. Each party further agrees expeditiously to prepare Assignment Application amendments amendments, respond to oral or written inquiries, and answer pleadings whenever such amendments are required by the Commission or its rules.
(b) Except as otherwise provided herein, each Each party will be solely responsible for the shall bear its own expenses incurred by it in for the preparation, filing and prosecution of its respective portion of the Assignment Application. All filing fees and grant fees imposed by the Commission should shall be paid one-half (1/2) each by Seller and one-half by Buyer.
(c) Each party agrees to comply with any condition imposed on it by the Commission, except that no party shall be required to comply with a condition that would have a material adverse effect upon it unless the condition was imposed as the result of a circumstance circumstances which constitutes a breach by that party of any of its representations, warranties, or covenants in this Agreement. Buyer and Seller shall oppose any efforts for reconsideration or judicial review of the grant by the Commission of the Assignment Application (but nothing in this Section shall limit any party's right to terminate this Agreement pursuant to Section 17 of this Agreementin accordance with the terms herewith).
Appears in 2 contracts
Samples: Asset Purchase Agreement (Legacy Communications Corp), Asset Purchase Agreement (Legacy Communications Corp)
Application for Commission Consent. ==================================
(a) Seller and Buyer agree to proceed expeditiously and with due diligence and in good faith and to use their best efforts and to cooperate with each other in seeking the Commission's approval of the transactions contemplated hereunder. Within five (5) business days after the date of this Agreement, each party shall prepare and file with the Commission have prepared its portion of the Assignment Application and all information, data, exhibits, resolutions, statements, and other materials necessary and proper in connection with such Assignment ApplicationApplication and shall have delivered it to Seller's counsel. Each party further agrees expeditiously to prepare Assignment Application amendments amendments, respond to oral or written inquiries, and answer pleadings whenever such amendments are required by the Commission or its rulesrules within five calendar days of such requests.
(b) Except as otherwise provided herein, each Each party will be solely responsible for the shall bear its own expenses incurred by it in for the preparation, filing and prosecution of its respective portion of the Assignment Application. All filing fees and grant fees The parties agree that counsel for Seller shall file the Assignment Application. Buyer will pay any Filing Fees imposed by the Commission should be paid one-half (1/2) each by Seller and BuyerCommission.
(c) Each party agrees to comply with any condition imposed on it by the Commission, except that no party shall be required to comply with a condition that would have a material adverse effect upon it unless the condition was imposed as the result of a circumstance circumstances which constitutes a breach by that party of any of its representations, warranties, or covenants in this Agreement. Buyer and Seller shall oppose any efforts for reconsideration or judicial review of the grant by the Commission of the Assignment Application assignment application (but nothing in this Section shall limit any party's right to terminate this Agreement pursuant to Section 17 of this Agreementin accordance with the terms herewith).
Appears in 1 contract
Samples: Asset Purchase Agreement (Legacy Communications Corp)