Common use of Application for FCC Consent Clause in Contracts

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. (a) Seller Each of Entercom and Buyers the Exchange Party agree to use their commercially reasonable efforts and to cooperate with each other in preparing preparing, filing and filing prosecuting an assignment (the Assignment Application “Assignment”) of the Entercom FCC Licenses to the Exchange Party, and the Exchange Party FCC Licenses to Entercom and in causing the grant by the FCC of its approval, without any condition which Entercom reasonably determines is materially adverse to Entercom, or Exchange Party reasonably determines is materially adverse to Exchange Party, of such Assignment (the Initial Order “FCC Consent”) and in causing the FCC Consent to become a Final Order. Within five (5) business days following The parties hereto shall cooperate with each other to file the execution of this Agreement, each party shall prepare and file with the Commission an appropriate FCC application for the Assignment forms (the “Assignment FCC Application”) and along with all information, data, exhibits, resolutions, statements, statements and other materials necessary and proper in connection with such Assignment ApplicationFCC Application within ten (10) business days after the execution of this Agreement. 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 FCC 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 commercially reasonable efforts with respect to obtaining the Final Order, and to be otherwise complying with the foregoing provisions of this Section 3.25.1, so long as it truthfully and promptly provides information necessary in completing the application process, timely provides its comments on, on any filing materials, and uses its commercially reasonable efforts to oppose attempts by third parties to petition to deny, to resist, modify, modify or overturn the grant of the Assignment FCC Application without prejudice to the parties’ termination rights under this Agreement, it being further understood that neither Seller Entercom nor Buyers Exchange Party shall be required to expend any funds or efforts contemplated under this Article 3 5 unless the other of them is concurrently and likewise complying with its obligations under this Article 35. If either party becomes aware of any fact relating to it which would prevent or delay the FCC Consent, such party shall promptly notify the other party thereof and take reasonable steps as necessary to remove such impediment. (b) Entercom and Exchange Party, each at their own respective expense, shall use their respective reasonable efforts to oppose any efforts or any requests by third parties for reconsideration or review of the FCC Consent (or, as the case may be, the Final Order) by the FCC or a court of competent jurisdiction. (c) Except as otherwise provided herein, each party will be solely responsible for the expenses incurred by it in the preparation, filing, filing and prosecution of its respective portion of the Assignment FCC Application. All filing fees and grant fees imposed by the FCC shall be paid one-half (½1/2) by Seller Entercom and one-half (½1/2) by BuyerExchange Party. (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. (a) Seller and Buyers Buyer agree to proceed expeditiously, in good faith, and with due diligence and to use their reasonable good faith best efforts and to cooperate with each other in preparing and filing seeking the Assignment Application and in causing the grant FCC’s approval of the Initial Order assignment of the Licenses to become a Final OrderBuyer or in the case of the Great Falls Closing, Buyer’s designee. Within five ten (510) business days following after the execution date of this Agreement, each party shall prepare and file with the Commission its portion of an application for consent to assign the Assignment Licenses (the “Assignment Application”) and for electronic filing by Seller with the FCC, including all information, data, exhibits, resolutions, statements, statements and other materials necessary and proper in connection with such Assignment Application. Each party Seller and Buyer further agrees agree expeditiously to expeditiously prepare and file with the FCC any submit amendments or any other filings required by the FCC in connection with to the Assignment Application whenever such amendments or filings are required by the FCC or its rules. For purposes Seller and Buyer will promptly provide to the other(s) a copy of this Agreementany pleading, each party order or other document it receives from other parties relating to the Assignment Application. Buyer and Seller shall be deemed to be using its reasonable oppose any efforts with respect to obtaining by any third parties for action against the Final OrderAssignment Application, and to be otherwise complying with the foregoing provisions for reconsideration or judicial review 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 by the FCC 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 (but nothing in this Article 3 unless the other shall limit any party’s right to terminate this Agreement pursuant to Section 11.1 of them is concurrently and likewise complying with its obligations under this Article 3Agreement). (b) Except as otherwise provided herein, each party will be solely responsible for the expenses incurred by it in the preparation, filing, filing and prosecution of its respective portion of the Assignment Application. All filing fees and grant fees imposed by the FCC shall be paid one-half (½1/2) by Seller and one-half (½1/2) by Buyer. (c) Seller and Buyer and Seller, each at its own respective expense, shall use its respective reasonable efforts agree to oppose comply with any efforts or any requests by third parties for reconsideration or judicial review of the grant condition imposed by the FCC FCC, except that no such 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 the Initial Ordera circumstance which constitutes a breach by that party of any of its representations, warranties or covenants in this Agreement, other than as set forth in Section 3.6 hereof.

Application for FCC Consent. (a) Seller and Buyers agree to use their reasonable efforts and to cooperate with each other in preparing preparing, filing and filing prosecuting of applications for FCC consent to the assignment of the Commission Authorizations (the "Assignment Application Application") and in causing the grant FCC to issue its approval of the Assignment Application (the "Initial Order") and for the Initial Order to become a Final Order. Within five Buyers and Seller shall cooperate in the preparation and filing and within ten (510) business days following after the execution of this Agreement, each party date hereof shall prepare and file with the Commission an application for FCC the Assignment (the “Assignment Application”) 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 Initial Order and the Final Order, and to be otherwise complying with the foregoing provisions of this Section 3.23.1, so long as it truthfully and promptly provides information necessary in completing the application process, provides its comments on, on any filing materials, and uses its reasonable efforts to oppose attempts by third parties to resistpetition to deny, object to, 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 (½1/2) by Seller and one-half (½1/2) by Buyer. (c) Buyer and Seller, each at its their own respective expense, shall use its their 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. Not later than ten (a10) calendar days after the date of this Agreement, the Seller and Buyers agree the Purchaser shall file with the FCC substantially complete applications (the "FCC Applications") seeking the FCC's consent to use their reasonable efforts the assignment of the Station Licenses from the Seller to the Purchaser and the Purchaser's assumption thereof (the "FCC Consent"). The Seller and the Purchaser shall diligently and promptly take all actions necessary, or desirable and proper, to prosecute the FCC Applications expeditiously. The Seller shall timely publish and/or broadcast the notices required by the rules and regulations of the FCC pertaining to the FCC Applications. The Seller and the Purchaser shall cooperate with each other in preparing the preparation and filing the Assignment Application and in causing the grant prosecution of the Initial Order FCC Applications. The Seller and the Purchaser shall provide to become a Final Order. Within five (5) business days following the execution each other copies of this Agreement, each party shall prepare and file with the Commission an application for the Assignment (the “Assignment Application”) any and all information, data, exhibits, resolutions, statementspetitions and pleadings filed by any third party, and other materials necessary copies of any and proper in connection with such Assignment Application. Each party further agrees to expeditiously prepare all correspondence and file with orders received from 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 AgreementFCC, each party shall be deemed to be using its reasonable efforts with respect to obtaining any of the Final OrderFCC Applications. In the event that the FCC imposes any condition upon the Purchaser or the Seller with respect to any FCC Applications, and the party subject 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 such condition shall use its comments on, any filing materials, and uses its commercially reasonable efforts to oppose attempts comply therewith; provided, however, that the party subject to such condition shall not be required to take any action if (i) the condition was imposed on it as the result of a circumstance the existence of which does not constitute a breach by third parties to resistthe party of any its representations, modifywarranties, or overturn the grant of the Assignment Application without prejudice to the parties’ termination rights covenants under this Agreement, it being further understood that neither Seller nor Buyers shall and (ii) compliance with the condition would, in its reasonable judgment, be required to expend unduly burdensome in any funds material respect (financial or efforts contemplated under this Article 3 unless the other of them otherwise) on it. It is concurrently acknowledged and likewise complying with its obligations under this Article 3. (b) Except as otherwise provided hereinagreed that, each party will be solely responsible for the expenses incurred purposes of this Section 6.12 and any other provision hereof, including Section 6.4, any condition imposed by it any Governmental Authority requiring divestiture of television broadcast station WCVB-TV, Boston, Massachusetts, by the Purchaser or its Affiliates would be unduly burdensome in a material respect and therefore not required. The Purchaser and the preparation, filing, and prosecution of its respective portion of the Assignment Application. All filing fees and grant fees imposed Seller 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 petitions to deny or other objections filed with respect to any applications for the FCC Consent and any requests by third parties for reconsideration or judicial review of the grant by FCC Consent and otherwise use their commercially reasonable efforts to cause the FCC Order to become a Final Action as soon as practicable. If the Closing shall not have occurred for any reason within the original effective period of the Initial OrderFCC Consent, and neither party shall have terminated this Agreement under Article VIII, the parties shall jointly request an extension of the effective period of the FCC Consent. No extension of the FCC Consent shall limit the right of any party to exercise its rights under Article VIII.

Application for FCC Consent. (ai) Seller Sellers and Buyers Buyer agree to use their commercially reasonable efforts and to cooperate with each other in preparing seeking the FCC’s Consent through the preparation, electronic filing and filing prosecution of appropriate long-form applications to assign the Assignment Application FCC Licenses from WDLP-Sub and in causing the grant of the Initial Order Xxxxx-Sub 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 Buyer (the “Assignment ApplicationApplications”). The Assignment Applications shall be electronically submitted to the FCC as soon as practical but in all events no later than ten (10) and all informationbusiness days after the Agreement Date, data, exhibits, resolutions, statements, and other materials necessary and proper in connection with such Assignment Applicationtime being of the essence (the “Application Filing Date”). Each party further agrees to expeditiously prepare and file with Assignment Application amendments, respond to oral or written inquiries from the FCC any amendments or any other filings required by the FCC in connection with the Assignment Application and answer pleadings whenever such amendments or filings documents 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. (bii) Except as otherwise provided herein, each party will be solely responsible for the expenses incurred by it in the preparation, filing, filing and prosecution of its respective portion of the Assignment ApplicationApplications. All Sellers and Buyer shall each be responsible for one-half of all filing fees and grant fees imposed shall be paid one-half (½) by Seller and one-half (½) by Buyerthe FCC in connection with the Assignment Applications. (ciii) Each party agrees to comply with any condition imposed on it by the FCC, 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 in the Ordinary Course of Business or 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, each at its own respective expense, Sellers 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 OrderAssignment Applications (but nothing in this Section shall limit any party’s right to terminate this Agreement pursuant to Section 9.1 of this Agreement).