Application for FCC Consent. (a) Seller and Buyers agree to use their reasonable efforts and to cooperate with each other in preparing and filing the Assignment Application and in causing the grant of the Initial Order to become a Final Order. Within five (5) business days following the execution of this Agreement, each party shall prepare and file with the Commission an application for the Assignment (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 to expeditiously prepare and file with the FCC any amendments or any other filings required by the FCC in connection with the Assignment Application whenever such amendments or filings are required by the FCC or its rules. For purposes of this Agreement, each party shall be deemed to be using its reasonable efforts with respect to obtaining the Final Order, and to be otherwise complying with the foregoing provisions of this Section 3.2, so long as it truthfully provides information necessary in completing the application process, provides its comments on, any filing materials, and uses its reasonable efforts to oppose attempts by third parties to resist, modify, or overturn the grant of the Assignment Application without prejudice to the parties’ termination rights under this Agreement, it being further understood that neither Seller nor Buyers shall be required to expend any funds or efforts contemplated under this Article 3 unless the other of them is concurrently and likewise complying with its obligations under this Article 3.
(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 shall be paid one-half (½) by Seller and one-half (½) by Buyer.
(c) Buyer and Seller, each at its own respective expense, shall use its respective reasonable efforts to oppose any efforts or any requests by third parties for reconsideration or judicial review of the grant by the FCC of the Initial Order.
Application for FCC Consent. Within five (5) business days after execution of this Agreement, Seller shall prepare and file an appropriate application (the "Application") with the FCC requesting its written consent to the assignment of the FCC Licenses for the Station to Buyer. Seller shall diligently take, or cooperate in the taking of, all steps necessary and appropriate to expedite the preparation of the Application and its prosecution to a favorable conclusion. Seller will promptly provide Buyer with a copy of any pleading, order, or other document served on it relating to the Application. Seller will use its best efforts and otherwise cooperate with Buyer in responding to any information requested by the FCC related to the Application, in making any amendment to this Agreement requested by the FCC which does not adversely affect Seller in a material manner, and in defending against any petition, complaint, or objection which may be filed against the Application. The FCC filing fees shall be divided equally between Seller and Buyer.
Application for FCC Consent. Seller and CCRL shall file an application with the FCC ("Application") requesting the FCC's written consent to the assignment of the FCC Authorizations to CCRL and for the consummation of the transactions contemplated by this Agreement. The Application shall be filed with the FCC the first business day after consummation of the Triathlon Closings. The Application shall include a request for the Market Rule Waiver prepared by CCRL. Seller and Buyer shall use commercially reasonable efforts to prosecute the Application to a favorable conclusion. Each party shall promptly provide the other with a copy of any pleading, order or other document served on it relating to the Application. Seller and CCRL shall furnish all information required by the FCC and shall be represented at all meetings or hearings scheduled to consider such Application. The FCC's written consent to the Application, including a grant of the Market Rule Waiver, is referred to herein as the "FCC Consent." In the event that Closing occurs hereunder prior to a Final FCC Consent, then the parties' obligations under this Section 4.4 shall survive the Closing. For purposes of this Agreement, the term "Final" shall mean that action shall have been taken by the FCC (including action duly taken by the FCC's staff, pursuant to delegated authority) which shall not have been reversed, stayed, enjoined, set aside, annulled or suspended; with respect to which no timely request for stay, petition for rehearing, appeal or certiorari or sua sponte action of the FCC with comparable effect shall be pending; and as to which the time for filing any such request, petition, appeal, certiorari or for the taking of any such sua sponte action by the FCC shall have expired or otherwise terminated. If the Closing occurs prior to a Final FCC Consent, and prior to becoming Final the FCC Consent is reversed or otherwise set aside, and there is a Final order of the FCC (or court of competent jurisdiction) requiring the re-assignment of the FCC Authorizations to Seller, then the purchase and sale of the Station Assets shall be rescinded. In such event, Buyer shall reconvey to Seller the Station Assets, and Seller shall repay to Buyer the Purchase Price and reassume the contracts and leases assigned and assumed at Closing. Any such rescission shall be consummated on a mutually agreeable date within thirty days of such Final order (or, if earlier, within the time required by such order). In connection therewith, Buyer and Sell...
Application for FCC Consent. Within five (5) business days after execution of this Agreement, the Members shall prepare and file an appropriate application (the "Application") with the FCC requesting its written consent to the transaction contemplated by this Agreement. The Members shall diligently take, or cooperate in the taking of, all steps reasonably necessary and appropriate to expedite the preparation of the Application and its prosecution to a favorable conclusion. The Members will promptly provide ACME with a copy of any pleading, order, or other document served on it relating to the Application. The Members will use commercially reasonable efforts and otherwise cooperate with ACME in responding to any information requested by the FCC related to the Application, in making any amendment to this Agreement requested by the FCC which does not adversely affect the Members in a material manner, and in defending against any petition, complaint, or objection which may be filed against the Application. The FCC filing fees shall be paid by the Members.
Application for FCC Consent. Within ten (10) business days after execution of this Agreement, Seller shall prepare and file an appropriate application (the "Application") with the FCC requesting its written consent to the assignment of the FCC Licenses for the Station to Buyer. Seller shall diligently take, or cooperate in the taking of, all steps necessary and appropriate to expedite the preparation of the Application and its prosecution to a favorable conclusion. Seller will promptly provide Buyer with a copy of any pleading, order, or other document served on it relating to the Application. Seller will use its best efforts and otherwise cooperate with Buyer in responding to any information requested by the FCC related to the Application or this Agreement and in defending against any petition, informal complaint, and other objection which may be filed against the Application. The FCC filing fees shall be divided equally between Seller and Buyer.
Application for FCC Consent. Within ten (10) business days after the --------------------------- execution of this Agreement, Entravision will complete those portions of the applications for the FCC Consent applicable to Entravision, which applications shall be in form and substance acceptable for filing with the FCC, assimilate Sunburst's portions of the applications and the file such applications with the FCC requesting its written consent to Contemplated Transactions. Entravision will diligently take, or cooperate in the taking of, all steps that are necessary, proper or desirable to expedite the preparation of such applications and their prosecution to a favorable conclusion. Entravision will promptly provide Sunburst with a copy of any pleading or other document served on it relating to such applications. If the FCC Consent imposes any condition on Entravision, Entravision shall use its Best Efforts to comply with such condition. If reconsideration or judicial review is sought with respect to the FCC Consent, and such reconsideration or review relates to Entravision, Entravision shall vigorously oppose such reconsideration or judicial review at its own expense. Entravision and Sunburst shall each bear one-half (1/2) of the costs associated with the filing of the application for the FCC Consent.
Application for FCC Consent. As soon as practicable after the --------------------------- Execution Date, ZSPN agrees, jointly with Entravision and Holdings to file an application as is required to obtain the FCC Consent. ZSPN will diligently take, or cooperate in the taking of, all steps that are necessary, proper or desirable to expedite the preparation of such application to obtain FCC Consent. ZSPN will promptly provide Entravision with a true, complete and correct copy of any pleading or other document served on it relating to such application. If the FCC Consent imposes any condition on ZSPN or the Major Stockholders, ZSPN or the Major Stockholders, as the case may be, shall use their Best Efforts to comply with such condition prior to the Closing. If reconsideration or judicial review is sought with respect to the FCC Consent, and such reconsideration or review relates to ZSPN, the Major Stockholders or the operations of the Radio Stations, ZSPN and the Major Stockholders shall vigorously oppose such reconsideration or judicial review at their own expense. Entravision shall pay for or reimburse ZSPN for all FCC filing fees.
Application for FCC Consent. As soon as practicable after the --------------------------- Execution Date, Entravision shall, and shall cause Holdings to, jointly with ZSPN file the FCC Consent. Entravision will diligently take, or cooperate in the taking of, or shall cause Holdings to diligently take, or cooperate in the taking of all steps that are necessary, proper or desirable to expedite the preparation of such application and to obtain FCC Consent, including, without limitation, all steps necessary to comply with the FCC's multiple ownership rules; provided, however, that in no event shall Entravision be required by the terms of this Agreement to dispose of more than three (3) radio stations in the Monterey/Salinas DMA or more than one (1) radio station in the Sacramento DMA (with such limitations referred to herein as the "Maximum Required Dispositions"). Entravision will promptly provide, and shall cause Holdings to promptly provide, ZSPN with a true, complete and correct copy of any pleading or other document served on it relating to such application. If the FCC Consent imposes any condition on Entravision, Acquisition Co. or Holdings, Entravision or Acquisition Co. shall use their Best Efforts to comply, and shall cause Holdings to comply, with such condition prior to the Closing; provided, however, such efforts shall not require Entravision or dispose of assets of Entravision or the Surviving Corporation in excess of the Maximum Required Dispositions. If reconsideration or judicial review is sought with respect to the FCC Consent, and such reconsideration or review relates to Entravision, Acquisition Co. or Holdings, Entravision or Acquisition Co. shall vigorously oppose, and shall cause Holdings to oppose, such reconsideration or judicial review at their own expense.
Application for FCC Consent. Schurz, at Xxxx’x request pursuant to the terms of the Schurz Agreement, and Buyer jointly shall prepare and file with the FCC all requisite applications and other necessary instruments and documents (the “Application”) requesting the FCC’s written consent to the transactions contemplated by this Agreement. Gray, Schurz, at Xxxx’x request pursuant to the terms of the Schurz Agreement, and Buyer shall diligently take all steps necessary, proper or desirable to expedite the prosecution of the Application to a favorable conclusion. Schurz, at Xxxx’x request pursuant to the terms of the Schurz Agreement, shall promptly provide Buyer and Buyer shall promptly provide Xxxx and Xxxxxx with a copy of any pleading, order or other document served on Schurz, or Buyer relating to the Application. Schurz, at Xxxx’x request pursuant to the terms of the Schurz Agreement, and Buyer shall furnish all information required by the FCC and shall be represented at all meetings or hearings scheduled to consider the Application. The FCC’s initial written consent to the Application is referred to herein as the “FCC Consent.”
Application for FCC Consent. Purchaser will diligently take, or --------------------------- cooperate in the taking of, all steps that are necessary, proper or desirable to expedite the prosecution of the Application to a favorable conclusion. Purchaser will promptly provide Seller with copies of any pleading, order or other document served on it relating to the Assignment Application. In the event that Closing occurs prior to a Final Order, then Purchaser's obligations under this Section 17(b) shall survive the Closing.
