Common use of Application for FCC Consent Clause in Contracts

Application for FCC Consent. As soon as possible (but in no event later than seven (7) calendar days after the date of this Agreement), Seller shall file an application with the FCC (the “Application”) requesting the FCC’s written consent to the assignment of the Station’s FCC Authorizations to CCBL and for the consummation of the Subject Transactions. Buyer and Seller shall diligently take all steps that are necessary, proper or desirable to expedite the prosecution of the Application to a favorable conclusion. Seller shall promptly provide Buyer with a copy of any pleading, order or other document served on Seller relating to the Application. Seller 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 written consent to the Application is referred to herein as the “FCC Consent.” In the event that Closing occurs hereunder prior to the receipt of a Final FCC Consent, then Seller’s obligations under this Section 10.12 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. Upon written request of Buyer, Seller shall take all steps necessary, proper or desirable to obtain extension(s) of the Final FCC Consent; provided, however, that in no event shall Seller be obligated to request an extension of the Final FCC Consent to a date beyond the Final Closing Date.

Application for FCC Consent. As soon as possible (but in no event later than seven (7) calendar days after the date of this Agreement), Seller and CCRL shall file an application with the FCC (the “"Application”") requesting the FCC’s 's written consent to the assignment of the Station’s FCC Authorizations to CCBL CCRL and for the consummation of the Subject Transactionstransactions 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 and Seller shall diligently take all steps that are necessary, proper or desirable use commercially reasonable efforts to expedite the prosecution of prosecute the Application to a favorable conclusion. Seller Each party shall promptly provide Buyer the other with a copy of any pleading, order or other document served on Seller 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 the such Application. The FCC’s 's written consent to the Application 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 the receipt of a Final FCC Consent, then Seller’s the parties' obligations under this Section 10.12 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 '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. Upon written request of Buyer, Seller shall take all steps necessary, proper or desirable If the Closing occurs prior to obtain extension(s) of the a Final FCC Consent; provided, howeverand prior to becoming Final the FCC Consent is reversed or otherwise set aside, that in no event shall Seller be obligated to request an extension 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 FCC Consent order (or, if earlier, within the time required by such order). In connection therewith, Buyer and Seller shall each execute such documents (including execution by Buyer of instruments of conveyance of the Station Assets to a date beyond Seller and execution by Seller of instruments of assumption of the Final Closing Datecontracts and leases assigned and assumed at Closing) and make such payments (including repayment by Seller to Buyer of the Purchase Price) as are necessary to give effect to such rescission.

Application for FCC Consent. As soon as possible (but a) Each of Entercom and the Exchange Party agree to use their commercially reasonable efforts and to cooperate with each other in no event later than seven preparing, filing and prosecuting an assignment (7the “Assignment”) calendar 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 “FCC Consent”) and in causing the FCC Consent to become a Final Order. The parties hereto shall cooperate with each other to file the appropriate FCC application forms (the “FCC Application”) along with all information, data, exhibits, resolutions, statements and other materials necessary and proper in connection with such FCC Application within ten (10) business days after the date execution of this Agreement), Seller shall . Each party further agrees to expeditiously prepare and file an application with the FCC (the “Application”) requesting the FCC’s written consent to the assignment of the Station’s FCC Authorizations to CCBL and for the consummation of the Subject Transactions. Buyer and Seller shall diligently take all steps that are necessary, proper any amendments or desirable to expedite the prosecution of the Application to a favorable conclusion. Seller shall promptly provide Buyer with a copy of any pleading, order or other document served on Seller relating to the Application. Seller shall furnish all information filings required by the FCC and shall be represented at all meetings in connection with the FCC Application whenever such amendments or hearings scheduled to consider filings are required by the Application. The FCC’s written consent to the Application is referred to herein as the “FCC Consent.” In the event that Closing occurs hereunder prior to the receipt of a Final FCC Consent, then Seller’s obligations under this Section 10.12 shall survive the Closingor its rules. For purposes of this Agreement, the term “Final” each party shall mean that action shall have been taken by the FCC (including action duly taken by the FCC’s staff, pursuant be deemed to delegated authority) which shall not have been reversed, stayed, enjoined, set aside, annulled or suspended; be using its commercially reasonable efforts with respect to which no obtaining the Final Order, and to be otherwise complying with the foregoing provisions of this Section 5.1, so long as it truthfully and promptly provides information necessary in completing the application process, timely request for stayprovides its comments on any filing materials, and uses its commercially reasonable efforts to oppose attempts by third parties to petition for rehearingto deny, appeal to resist, modify or certiorari or sua sponte action overturn the grant of the FCC with comparable effect Application without prejudice to the parties’ termination rights under this Agreement, it being further understood that neither Entercom nor Exchange Party shall be pending; required to expend any funds or efforts contemplated under this Article 5 unless the other of them is concurrently and as to which the time for filing any such request, petition, appeal, certiorari or for the taking likewise complying with its obligations under this Article 5. If either party becomes aware of any such sua sponte action by fact relating to it which would prevent or delay the FCC Consent, such party shall have expired or otherwise terminated. Upon written request of Buyer, Seller shall promptly notify the other party thereof and take all reasonable steps necessary, proper or desirable as necessary to obtain extension(s) of the Final FCC Consent; provided, however, that in no event shall Seller be obligated to request an extension of the Final FCC Consent to a date beyond the Final Closing Dateremove such impediment.

Application for FCC Consent. As soon as possible (but in no event later than seven (7) calendar days practicable after the date of this Agreement)--------------------------- Execution Date, Seller Entravision shall, and shall cause Holdings to, jointly with ZSPN file an application with the FCC (Consent. Entravision will diligently take, or cooperate in the “Application”) requesting taking of, or shall cause Holdings to diligently take, or cooperate in the FCC’s written consent to the assignment taking of the Station’s FCC Authorizations to CCBL and for the consummation of the Subject Transactions. Buyer and Seller shall diligently take all steps that are necessary, proper or desirable to expedite the prosecution preparation of the Application such application and to a favorable conclusion. Seller shall promptly provide Buyer with a copy of any pleading, order or other document served on Seller relating to the Application. Seller 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 written consent to the Application is referred to herein as the “FCC Consent.” In the event that Closing occurs hereunder prior to the receipt of a Final obtain FCC Consent, then Seller’s obligations under this Section 10.12 shall survive the Closing. For purposes of this Agreementincluding, the term “Final” shall mean that action shall have been taken by the FCC (including action duly taken by without limitation, all steps necessary to comply with 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. Upon written request of Buyer, Seller shall take all steps necessary, proper or desirable to obtain extension(s) of the Final FCC Consent's multiple ownership rules; provided, however, that in no event shall Seller Entravision be obligated required by the terms of this Agreement to request an extension 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 Final Maximum Required Dispositions. If reconsideration or judicial review is sought with respect to the FCC Consent Consent, and such reconsideration or review relates to a date beyond the Final Closing DateEntravision, 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.