Common use of Broadcast License Subsidiaries Clause in Contracts

Broadcast License Subsidiaries. (a) Unless the Borrower shall reasonably determine with the consent of the Administrative Agent (such consent not to be unreasonably delayed, conditioned or withheld) that doing so would cause undue expense or effort for the Borrower or its Subsidiaries, and except with respect to FCC Licenses owned by Susquehanna Radio Corp. (but subject to clause (ii) of the immediately following proviso), cause all FCC Licenses for all Stations owned by the Borrower or its Subsidiaries (other than any Station which the Borrower or any Subsidiary has placed in a Divestiture Trust) to be held at all times by one or more Broadcast License Subsidiaries; provided, that (i) with regard to any FCC Licenses for Stations acquired by the Borrower or its Subsidiaries after the Closing Date, the foregoing requirement shall be deemed satisfied if such FCC Licenses are, promptly following the acquisition of the respective Stations, assigned to and subsequently held by one or more Broadcast License Subsidiaries and (ii) no later than 60 days after the Closing Date (as such period may be extended by the Administrative Agent in its sole discretion), the Borrower shall cause FCC Licenses owned by Susquehanna Radio Corp. to be assigned to one or more Broadcast License Subsidiaries (provided that if the failure to assign such FCC Licenses by the date that is 60 days after the Closing Date is solely as a result of a delay by the FCC in providing any necessary approvals in respect thereof, the Borrower shall have an additional 60 days in which to cause the assignment of such FCC Licenses). (b) Ensure that each Broadcast License Subsidiary engages only in the business of holding FCC Licenses and rights and activities related thereto. (c) Ensure that the property of each Broadcast License Subsidiary is not commingled with the property of Parent, the Borrower or any Subsidiary other than Broadcast License Subsidiaries or otherwise remains clearly identifiable. (d) Ensure that no Broadcast License Subsidiary has any Indebtedness, guarantees or other liabilities except for the liabilities expressly permitted to be incurred in accordance with the definition of “Broadcast License Subsidiary”. (e) Ensure that no Broadcast License Subsidiary creates, incurs, assumes or suffers to exist any Liens upon any of its property, assets, income or profits, whether now owned or hereafter acquired, except non-consensual Liens arising by operation of law.

Broadcast License Subsidiaries. (a) Unless the Borrower Borrowers shall reasonably determine with the consent of the Administrative Agent (such consent not to be unreasonably delayed, conditioned or withheld) that doing so would cause undue expense or effort for the Borrower New Holdings or its Restricted Subsidiaries, and except with respect to the FCC Licenses owned by Susquehanna Radio Corp. (but subject to clause (ii) of the immediately following proviso)listed on Schedule 7.11, cause all FCC Licenses for all Stations owned by the Borrower New Holdings or its Restricted Subsidiaries (other than any Station which the Borrower New Holdings or any Restricted Subsidiary has placed in a Divestiture Trust) to be held at all times by one or more Broadcast License Subsidiaries; provided, provided that (i) with regard to any FCC Licenses for Stations acquired by the Borrower New Holdings or its Restricted Subsidiaries after the Closing Effective Date, the foregoing requirement shall be deemed satisfied if such FCC Licenses are, promptly following the acquisition of the respective Stations, assigned to and subsequently held by one or more Broadcast License Subsidiaries and (ii) no later than 60 days after the Closing Date (as such period may be extended by the Administrative Agent in its sole discretion), the Borrower shall cause FCC Licenses owned by Susquehanna Radio Corp. to be assigned to one or more Broadcast License Subsidiaries (provided that if the failure to assign such FCC Licenses by the date that is 60 days after the Closing Date is solely as a result of a delay by the FCC in providing any necessary approvals in respect thereof, the Borrower shall have an additional 60 days in which to cause the assignment of such FCC Licenses)Subsidiaries. (b) Ensure that each Broadcast License Subsidiary engages only in the business of holding FCC Licenses and rights and activities related thereto. (c) Ensure that the property of each Broadcast License Subsidiary is not commingled with the property of Parent, the Borrower Intermediate Holdings, New Holdings or any Restricted Subsidiary other than Broadcast License Subsidiaries or otherwise remains clearly identifiable. (d) Ensure that no Broadcast License Subsidiary has any Indebtedness, guarantees or other liabilities except for the liabilities expressly permitted to be incurred in accordance with the definition of “Broadcast License Subsidiary.”. (e) Ensure that no Broadcast License Subsidiary creates, incurs, assumes or suffers to exist any Liens upon any of its property, assets, income or profits, whether now owned or hereafter acquired, except non-consensual Liens arising by operation of law.

Broadcast License Subsidiaries. (a) Unless the Borrower Borrowers shall reasonably determine with the consent of the Administrative Agent (such consent not to be unreasonably delayed, conditioned or withheld) that doing so would cause undue expense or effort for the Borrower New Holdings or its Restricted Subsidiaries, and except with respect to the FCC Licenses owned by Susquehanna Radio Corp. (but subject to clause (ii) of the immediately following proviso)listed on Schedule 7.11, cause all FCC Licenses for all Stations owned by the Borrower New Holdings or its Restricted Subsidiaries (other than any Station which the Borrower New Holdings or any Restricted Subsidiary has placed in a Divestiture Trust) to be held at all times by one or more Broadcast License Subsidiaries; provided, that (i) with regard to any FCC Licenses for Stations acquired by the Borrower New Holdings or its Restricted Subsidiaries after the Closing Effective Date, the foregoing requirement shall be deemed satisfied if such FCC Licenses are, promptly following the acquisition of the respective Stations, assigned to and subsequently held by one or more Broadcast License Subsidiaries and (ii) no later than 60 days after the Closing Date (as such period may be extended by the Administrative Agent in its sole discretion), the Borrower shall cause FCC Licenses owned by Susquehanna Radio Corp. to be assigned to one or more Broadcast License Subsidiaries (provided that if the failure to assign such FCC Licenses by the date that is 60 days after the Closing Date is solely as a result of a delay by the FCC in providing any necessary approvals in respect thereof, the Borrower shall have an additional 60 days in which to cause the assignment of such FCC Licenses)Subsidiaries. (b) Ensure that each Broadcast License Subsidiary engages only in the business of holding FCC Licenses and rights and activities related thereto. (c) Ensure that the property of each Broadcast License Subsidiary is not commingled with the property of Parent, the Borrower Intermediate Holdings, New Holdings or any Restricted Subsidiary other than Broadcast License Subsidiaries or otherwise remains clearly identifiable. (d) Ensure that no Broadcast License Subsidiary has any Indebtedness, guarantees or other liabilities except for the liabilities expressly permitted to be incurred in accordance with the definition of “Broadcast License Subsidiary”. (e) Ensure that no Broadcast License Subsidiary creates, incurs, assumes or suffers to exist any Liens upon any of its property, assets, income or profits, whether now owned or hereafter acquired, except non-consensual Liens arising by operation of law.

Broadcast License Subsidiaries. (a) Unless the Borrower shall reasonably determine with the consent of the Administrative Agent (such consent not to be unreasonably delayed, conditioned or withheld) that doing so would cause undue expense or effort for the Borrower or its Subsidiaries, and except with respect to the FCC Licenses owned by Susquehanna Radio Corp. (but subject to clause (ii) of the immediately following proviso)listed on Schedule 7.11, cause all FCC Licenses for all Stations owned by the Borrower or its Subsidiaries (other than any Station which the Borrower or any Subsidiary has placed in a Divestiture Trust) to be held at all times by one or more Broadcast License Subsidiaries; provided, that (i) with regard to any FCC Licenses for Stations acquired by the Borrower or its Subsidiaries after the Closing Restatement Effective Date, the foregoing requirement shall be deemed satisfied if such FCC Licenses are, promptly following the acquisition of the respective Stations, assigned to and subsequently held by one or more Broadcast License Subsidiaries and (ii) no later than 60 days after the Closing Date (as such period may be extended by the Administrative Agent in its sole discretion), the Borrower shall cause FCC Licenses owned by Susquehanna Radio Corp. to be assigned to one or more Broadcast License Subsidiaries (provided that if the failure to assign such FCC Licenses by the date that is 60 days after the Closing Date is solely as a result of a delay by the FCC in providing any necessary approvals in respect thereof, the Borrower shall have an additional 60 days in which to cause the assignment of such FCC Licenses)Subsidiaries. (b) Ensure that each Broadcast License Subsidiary engages only in the business of holding FCC Licenses and rights and activities related thereto. (c) Ensure that the property of each Broadcast License Subsidiary is not commingled with the property of Parent, the Borrower or any Subsidiary other than Broadcast License Subsidiaries or otherwise remains clearly identifiable. (d) Ensure that no Broadcast License Subsidiary has any Indebtedness, guarantees or other liabilities except for the liabilities expressly permitted to be incurred in accordance with the definition of “Broadcast License Subsidiary”. (e) Ensure that no Broadcast License Subsidiary creates, incurs, assumes or suffers to exist any Liens upon any of its property, assets, income or profits, whether now owned or hereafter acquired, except non-consensual Liens arising by operation of law.

Broadcast License Subsidiaries. (a) Unless the Borrower Borrowers shall reasonably determine with the consent of the Administrative Agent (such consent not to be unreasonably delayed, conditioned or withheld) that doing so would cause undue expense or effort for the Borrower New Holdings or its Subsidiaries, and except with respect to the FCC Licenses owned by Susquehanna Radio Corp. (but subject to clause (ii) of the immediately following proviso)listed on Schedule 7.11, cause all FCC Licenses for all Stations owned by the Borrower New Holdings or its Subsidiaries (other than any Station which the Borrower New Holdings or any Subsidiary has placed in a Divestiture Trust) to be held at all times by one or more Broadcast License Subsidiaries; provided, that (i) with regard to any FCC Licenses for Stations acquired by the Borrower New Holdings or its Subsidiaries after the Closing Effective Date, the foregoing requirement shall be deemed satisfied if such FCC Licenses are, promptly following the acquisition of the respective Stations, assigned to and subsequently held by one or more Broadcast License Subsidiaries and (ii) no later than 60 days after the Closing Date (as such period may be extended by the Administrative Agent in its sole discretion), the Borrower shall cause FCC Licenses owned by Susquehanna Radio Corp. to be assigned to one or more Broadcast License Subsidiaries (provided that if the failure to assign such FCC Licenses by the date that is 60 days after the Closing Date is solely as a result of a delay by the FCC in providing any necessary approvals in respect thereof, the Borrower shall have an additional 60 days in which to cause the assignment of such FCC Licenses)Subsidiaries. (b) Ensure that each Broadcast License Subsidiary engages only in the business of holding FCC Licenses and rights and activities related thereto. (c) Ensure that the property of each Broadcast License Subsidiary is not commingled with the property of Parent, the Borrower Intermediate Holdings, New Holdings or any Subsidiary other than Broadcast License Subsidiaries or otherwise remains clearly identifiable. (d) Ensure that no Broadcast License Subsidiary has any Indebtedness, guarantees or other liabilities except for the liabilities expressly permitted to be incurred in accordance with the definition of “Broadcast License Subsidiary”. (e) Ensure that no Broadcast License Subsidiary creates, incurs, assumes or suffers to exist any Liens upon any of its property, assets, income or profits, whether now owned or hereafter acquired, except non-consensual Liens arising by operation of law.

Broadcast License Subsidiaries. (a) Unless the Borrower Borrowers shall reasonably determine with the consent of the Administrative Agent (such consent not to be unreasonably delayed, conditioned or withheld) that doing so would cause undue expense or effort for the Borrower New Holdings or its Subsidiaries, and except with respect to the FCC Licenses owned by Susquehanna Radio Corp. (but subject to clause (ii) of the immediately following proviso)listed on Schedule 7.11, cause all FCC Licenses for all Stations owned by the Borrower New Holdings or its Subsidiaries (other than any Station which the Borrower New Holdings or any Subsidiary has placed in a Divestiture Trust) to be held at all times by one or more Broadcast License Subsidiaries; provided, provided that (i) with regard to any FCC Licenses for Stations acquired by the Borrower New Holdings or its Subsidiaries after the Closing Effective Date, the foregoing requirement shall be deemed satisfied if such FCC Licenses are, promptly following the acquisition of the respective Stations, assigned to and subsequently held by one or more Broadcast License Subsidiaries and (ii) no later than 60 days after the Closing Date (as such period may be extended by the Administrative Agent in its sole discretion), the Borrower shall cause FCC Licenses owned by Susquehanna Radio Corp. to be assigned to one or more Broadcast License Subsidiaries (provided that if the failure to assign such FCC Licenses by the date that is 60 days after the Closing Date is solely as a result of a delay by the FCC in providing any necessary approvals in respect thereof, the Borrower shall have an additional 60 days in which to cause the assignment of such FCC Licenses)Subsidiaries. (b) Ensure that each Broadcast License Subsidiary engages only in the business of holding FCC Licenses and rights and activities related thereto. (c) Ensure that the property of each Broadcast License Subsidiary is not commingled with the property of Parent, the Borrower Intermediate Holdings, New Holdings or any Subsidiary other than Broadcast License Subsidiaries or otherwise remains clearly identifiable. (d) Ensure that no Broadcast License Subsidiary has any Indebtedness, guarantees or other liabilities except for the liabilities expressly permitted to be incurred in accordance with the definition of “Broadcast License Subsidiary.”. (e) Ensure that no Broadcast License Subsidiary creates, incurs, assumes or suffers to exist any Liens upon any of its property, assets, income or profits, whether now owned or hereafter acquired, except non-consensual Liens arising by operation of law.

Broadcast License Subsidiaries. (a) Unless the Borrower shall reasonably determine with the consent of the Administrative Agent (such consent not to be unreasonably delayed, conditioned or withheld) that doing so would cause undue expense or effort for the Borrower or its Subsidiaries, and except with respect to FCC Licenses owned by Susquehanna Radio Corp. (but subject to clause (ii) of the immediately following proviso), cause Cause all FCC Licenses for all Stations (except, at the option of the Borrower, FCC Licenses that are owned solely by one or more of the Borrower or its Excluded Foreign Subsidiaries (other than and relate solely to the business conducted by any Station which of the Borrower or any Subsidiary has placed in a Divestiture TrustExcluded Foreign Subsidiaries) to be owned and held at all times by one or more Broadcast License Subsidiaries; provided, that (i) with regard to any FCC Licenses for Stations acquired by the Borrower or its Subsidiaries after the Closing Date, the foregoing requirement shall be deemed satisfied if such FCC Licenses are, promptly following the acquisition of the respective Stations, assigned to and subsequently held by one or more Broadcast License Subsidiaries and (ii) no later than 60 days after the Closing Date (as such period may be extended by the Administrative Agent in its sole discretion), the Borrower shall cause FCC Licenses owned by Susquehanna Radio Corp. to be assigned to one or more Broadcast License Subsidiaries (provided that if the failure to assign such FCC Licenses by the date that is 60 days after the Closing Date is solely as a result of a delay by the FCC in providing any necessary approvals in respect thereof, the Borrower shall have an additional 60 days in which to cause the assignment of such FCC Licenses). (b) Ensure that each Broadcast License Subsidiary engages only in the business of holding FCC Licenses and rights related thereto and activities related theretothat such restriction is set forth in the Governing Documents of such Broadcast License Subsidiary. (c) Cause its financial statements, through appropriate footnote disclosure, to indicate that the FCC Licenses (except, if applicable, any FCC Licenses that are owned solely by one or more of the Excluded Foreign Subsidiaries and relate solely to the business conducted by any of the Excluded Foreign Subsidiaries) are held by one or more Broadcast License Subsidiaries. (d) Conduct its affairs strictly in accordance with its Governing Documents and observe all necessary, appropriate, and customary corporate, limited liability company and other organizational formalities, including keeping separate and accurate minutes of meetings of its board of directors, shareholders, managers, members or partners, as the case may be, passing all resolutions or consents necessary to authorize actions to be taken, and maintaining accurate and separate books, records and accounts and in a manner permitting the assets and liabilities of the Borrower and each of its Subsidiaries (including the Broadcast License Subsidiaries) to be easily separated and readily ascertained. (e) Ensure that the property Property of the Borrower or any of its Subsidiaries (including each Broadcast License Subsidiary Subsidiary) is not commingled with the property Property of Parent, any of the Borrower others of them or any Subsidiary other than Broadcast License Subsidiaries or Person and otherwise remains clearly identifiable. (df) Conduct the business of the Borrower or any of its Subsidiaries (including each Broadcast License Subsidiary) solely in its own name and through its respective duly authorized managers, members, officers or agents so as not to mislead others as to the identity of the Person with which those others are concerned. (g) Ensure that no Broadcast License Subsidiary has any Indebtedness, guarantees Indebtedness or other liabilities except for under the Guarantee and Collateral Agreement and liabilities expressly permitted to be incurred in accordance under Section 7.16. (h) Not hold itself out to the public or to any of its individual creditors as being a unified Person with common assets and liabilities with the definition Borrower or any of “its Subsidiaries or act in a manner that would otherwise cause its creditors to believe that the Borrower or any of its Subsidiaries (including each Broadcast License Subsidiary”) is not a separate entity distinct from each of the others of them and all other Persons. (ei) Ensure Not take any action, or conduct its affairs in any manner, that no could reasonably be expected to result in the separate existence of any Broadcast License Subsidiary creates, incurs, assumes being ignored or suffers to exist the assets and liabilities of any Liens upon Broadcast License Subsidiary being substantively consolidated with those of the Borrower or any of its propertyother Subsidiaries (including any other Broadcast License Subsidiary) in a bankruptcy, assets, income reorganization or profits, whether now owned or hereafter acquired, except non-consensual Liens arising by operation of lawother insolvency proceeding.

Broadcast License Subsidiaries. (a) Unless the Borrower Borrowers shall reasonably determine with the consent of the Administrative Agent (such consent not to be unreasonably delayed, conditioned or withheld) that doing so would cause undue expense or effort for the Borrower New Holdings or its Restricted Subsidiaries, and except with respect to the FCC Licenses owned by Susquehanna Radio Corp. (but subject to clause (ii) of the immediately following proviso)listed on Schedule 7.11, cause all FCC Licenses for all Stations owned by the Borrower New Holdings or its Restricted Subsidiaries (other than any Station which the Borrower New Holdings or any Restricted Subsidiary has placed in a Divestiture Trust) to be held at all times by one or more Broadcast License Subsidiaries; provided, that (i) with regard to any FCC Licenses for Stations acquired by the Borrower New Holdings or its Restricted Subsidiaries after the Closing Effective Date, the foregoing requirement shall be deemed satisfied if such FCC Licenses are, promptly following the acquisition of the respective Stations, assigned to and subsequently held by one or more Broadcast License Subsidiaries and (ii) no later than 60 days after the Closing Date (as such period may be extended by the Administrative Agent in its sole discretion), the Borrower shall cause FCC Licenses owned by Susquehanna Radio Corp. to be assigned to one or more Broadcast License Subsidiaries (provided that if the failure to assign such FCC Licenses by the date that is 60 days after the Closing Date is solely as a result of a delay by the FCC in providing any necessary approvals in respect thereof, the Borrower shall have an additional 60 days in which to cause the assignment of such FCC Licenses)Subsidiaries. (b) Ensure that each Broadcast License Subsidiary engages only in the business of holding FCC Licenses and rights and activities related thereto. (c) Ensure that the property of each Broadcast License Subsidiary is not commingled with the property of Parent, the Borrower Intermediate Holdings, New Holdings or any Restricted Subsidiary other than Broadcast License Subsidiaries or otherwise remains clearly identifiable.. 106 (d) Ensure that no Broadcast License Subsidiary has any Indebtedness, guarantees or other liabilities except for the liabilities expressly permitted to be incurred in accordance with the definition of “Broadcast License Subsidiary”. (e) Ensure that no Broadcast License Subsidiary creates, incurs, assumes or suffers to exist any Liens upon any of its property, assets, income or profits, whether now owned or hereafter acquired, except non-consensual Liens arising by operation of law.

Broadcast License Subsidiaries. (a) Unless the Borrower shall reasonably determine with the consent of the Administrative Agent (such consent not to be unreasonably delayed, conditioned or withheld) that doing so would cause undue expense or effort for the Borrower or its Subsidiaries, and except with respect to FCC Licenses owned by Susquehanna Radio Corp. (but subject to clause (ii) of the immediately following proviso), cause Cause all FCC Licenses for all Stations (except, at the option of the Borrower, FCC Licenses that are owned solely by one or more of the Borrower or its Excluded Foreign Subsidiaries (other than and relate solely to the business conducted by any Station which of the Borrower or any Subsidiary has placed in a Divestiture TrustExcluded Foreign Subsidiaries) to be owned and held at all times by one or more Broadcast License Subsidiaries; provided, that (i) with regard to any FCC Licenses for Stations acquired by the Borrower or its Subsidiaries after the Closing Date, the foregoing requirement shall be deemed satisfied if such FCC Licenses are, promptly following the acquisition of the respective Stations, assigned to and subsequently held by one or more Broadcast License Subsidiaries and (ii) no later than 60 days after the Closing Date (as such period may be extended by the Administrative Agent in its sole discretion), the Borrower shall cause FCC Licenses owned by Susquehanna Radio Corp. to be assigned to one or more Broadcast License Subsidiaries (provided that if the failure to assign such FCC Licenses by the date that is 60 days after the Closing Date is solely as a result of a delay by the FCC in providing any necessary approvals in respect thereof, the Borrower shall have an additional 60 days in which to cause the assignment of such FCC Licenses). (b) Ensure that each Broadcast License Subsidiary engages only in the business of holding FCC Licenses and rights related thereto and activities related theretothat such restriction is set forth in the Governing Documents of such Broadcast License Subsidiary. (c) Cause its financial statements, through appropriate footnote disclosure, to indicate that the FCC Licenses (except, if applicable, any FCC Licenses that are owned solely by one or more of the Excluded Foreign Subsidiaries and relate solely to the business conducted by any of the Excluded Foreign Subsidiaries) are held by one or more Broadcast License Subsidiaries. (d) Conduct its affairs strictly in accordance with its Governing Documents and observe all necessary, appropriate, and customary corporate, limited liability company and other organizational formalities, including keeping separate and accurate minutes of meetings of its board of directors, shareholders, managers, members or partners, as the case may be, passing all resolutions or consents necessary to authorize actions to be taken, and maintaining accurate and separate books, records and accounts and in a manner permitting the assets and liabilities of the Borrower and each of its Subsidiaries (including the Broadcast License Subsidiaries) to be easily separated and readily ascertained. (e) Ensure that the property Property of the Borrower or any of its Subsidiaries (including each Broadcast License Subsidiary Subsidiary) is not commingled with the property Property of Parent, any of the Borrower others of them or any Subsidiary other than Broadcast License Subsidiaries or Person and otherwise remains clearly identifiable. (df) Conduct the business of the Borrower or any of its Subsidiaries (including each Broadcast License Subsidiary) solely in its own name and through its respective duly authorized managers, members, officers or agents so as not to mislead others as to the identity of the Person with which those others are concerned. (g) Ensure that no Broadcast License Subsidiary has any Indebtedness, guarantees Indebtedness or other liabilities except for under the Guarantee and Collateral Agreement and liabilities expressly permitted to be incurred in accordance under Section 7.16. (h) Not hold itself out to the public or to any of its individual creditors as being a unified Person with common assets and liabilities with the definition Borrower or any of “its Subsidiaries or act in a manner that would otherwise cause its creditors to believe that the Borrower or any of its Subsidiaries (including each Broadcast License Subsidiary”) is not a separate entity distinct from each of the others and all other Persons. (ei) Ensure Not take any action, or conduct its affairs in any manner, that no could reasonably be expected to result in the separate existence of any Broadcast License Subsidiary creates, incurs, assumes being ignored or suffers to exist the assets and liabilities of any Liens upon Broadcast License Subsidiary being substantively consolidated with those of the Borrower or any of its propertyother Subsidiaries (including any other Broadcast License Subsidiary) in a bankruptcy, assets, income reorganization or profits, whether now owned or hereafter acquired, except non-consensual Liens arising by operation of lawother insolvency proceeding.