Common use of CAPSTAR FCC LICENSES; OPERATIONS OF CAPSTAR LICENSED FACILITIES Clause in Contracts

CAPSTAR FCC LICENSES; OPERATIONS OF CAPSTAR LICENSED FACILITIES. Capstar and its subsidiaries have operated the radio stations for which Capstar and any of its subsidiaries hold licenses from the FCC, in each case which are owned or operated by Capstar and its subsidiaries (each a "Capstar Licensed Facility" and collectively the "Capstar Licensed Facilities"), in material compliance with the terms of the licenses issued by the FCC to Capstar and its subsidiaries (the "Capstar FCC Licenses"), and in material compliance with the Communications Act, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Capstar Material Adverse Effect. To the knowledge of Capstar, each broadcast radio station for which Capstar or any of its subsidiaries provides programming and advertising services pursuant to a local marketing agreement (each a "Capstar LMA Facility" and collectively the "Capstar LMA Facilities") has been operated in material compliance with the terms of the licenses issued by the FCC to the owner of such Capstar LMA Facility (each an "LMA Facility FCC License" and collectively the "LMA Facility FCC Licenses"). Capstar has, and its subsidiaries have, timely filed or made all applications, reports and other disclosures required by the FCC to be made with respect to the Capstar Licensed Facilities and have timely paid all FCC regulatory fees with respect thereto, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Capstar Material Adverse Effect. Capstar and each of its subsidiaries have, and are the authorized legal holders of, all the Capstar FCC Licenses necessary or used in the operation of the businesses of the Capstar Licensed Facilities as presently operated. To the knowledge of Capstar, the third-parties with which Capstar or its subsidiaries have entered into local marketing agreements with respect to the Capstar LMA Facilities have, and are the authorized legal holders of, the LMA Facility FCC License necessary or used in the operation of the business of the respective Capstar LMA Facility to which such local marketing agreement relates. All Capstar FCC Licenses and, to the knowledge of Capstar, LMA Facility FCC Licenses are validly held and are in full force and effect, unimpaired by any act or omission of Capstar, each of its subsidiaries (or, to Capstar's knowledge, their respective predecessors) or their respective

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Chancellor Media Corp of Los Angeles), Agreement and Plan of Merger (Hicks Thomas O)

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CAPSTAR FCC LICENSES; OPERATIONS OF CAPSTAR LICENSED FACILITIES. Capstar and its subsidiaries have operated the radio stations for which Capstar and any of its subsidiaries hold licenses from the FCC, in each case which are owned or operated by Capstar and its subsidiaries (each a "Capstar Licensed Facility" and collectively the "Capstar Licensed Facilities"), in material compliance with the terms of the licenses issued by the FCC to Capstar and its subsidiaries (the "Capstar FCC Licenses"), and in material compliance with the Communications Act, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Capstar Material Adverse Effect. To the knowledge of Capstar, each broadcast radio station for which Capstar or any of its subsidiaries provides programming and advertising services pursuant to a local marketing agreement (each a "Capstar LMA Facility" and collectively the "Capstar LMA Facilities") has been operated in material compliance with the terms of the licenses issued by the FCC to the owner of such Capstar LMA Facility (each an "LMA Facility FCC License" and collectively the "LMA Facility FCC Licenses"). Capstar has, and its subsidiaries have, timely filed or made all applications, reports and other disclosures required by the FCC to be made with respect to the Capstar Licensed Facilities and have timely paid all FCC regulatory fees with respect thereto, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Capstar Material Adverse Effect. Capstar and each of its subsidiaries have, and are the authorized legal holders of, all the Capstar FCC Licenses necessary or used in the operation of the businesses of the Capstar Licensed Facilities as presently operated. To the knowledge of Capstar, the third-parties with which Capstar or its subsidiaries have entered into local marketing agreements with respect to the Capstar LMA Facilities have, and are the authorized legal holders of, the LMA Facility FCC License necessary or used in the operation of the business of the respective Capstar LMA Facility to which such local marketing agreement relates. All Capstar FCC Licenses and, to the knowledge of Capstar, LMA Facility FCC Licenses are validly held and are in full force and effect, unimpaired by any act or omission of Capstar, each of its subsidiaries (or, to Capstar's knowledge, their respective predecessors) or their respectiverespective officers, employees or agents, except where such impairments could not, individually or in the aggregate, reasonably be expected to have a Capstar Material Adverse Effect. As of August 26, 1998, except as set forth in the Capstar Disclosure Letter, no application, action or proceeding is pending for the renewal of any Capstar FCC License or, to the knowledge of Capstar, LMA Facility FCC License as to which any petition to deny has been filed and, to Capstar's knowledge, there is not now before the FCC any material investigation, proceeding, notice of violation or order of forfeiture relating to any Capstar Licensed Facility or Capstar LMA Facility that, if adversely determined, could reasonably be expected to have a Capstar Material Adverse Effect. As of August 26, 1998, except as set forth in the Capstar Disclosure Letter, Capstar is not aware of any basis that could reasonably be expected to cause the FCC not to renew any of the Capstar FCC Licenses or the LMA Facility FCC Licenses (other than proceedings to amend FCC rules or the Communications Act of general applicability to the radio broadcast industry). There is not now pending and, to Capstar's knowledge, there is not threatened, any action by or before the FCC to revoke, suspend, cancel, rescind or modify in any material respect any of the Capstar FCC Licenses or, to the knowledge of Capstar, any of the LMA Facility FCC Licenses that, if adversely determined, could reasonably be expected to have a

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Chancellor Media Corp of Los Angeles), Agreement and Plan of Merger (Capstar Broadcasting Corp)

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