Certain Regulatory Requirements Sample Clauses

Certain Regulatory Requirements. (a) Each Restricted Company shall take all action that the Collateral Agent may reasonably request in the exercise of its rights and remedies hereunder, which include the right to require such Restricted Company to transfer or assign the FCC Licenses or the PUC Authorizations to any party or parties. In furtherance of this right, each Restricted Company shall (i) cooperate fully with the Collateral Agent in obtaining all approvals and consents from the FCC and each other Governmental Authority that the Collateral Agent may deem necessary or advisable to accomplish any such transfer or assignment of the FCC Licenses or the PUC Authorizations and (ii) prepare, execute and file with the FCC and any other Governmental Authority any application, request for consent, certificate or instrument that the Collateral Agent may deem necessary or advisable to accomplish any such transfer or assignment of the FCC Licenses or the PUC Authorizations. If any Restricted Company fails to execute such applications, requests for consent, certificates or instruments, the clerk of any court that has jurisdiction over the Loan Documents may, upon an ex parte request by the Collateral Agent, execute and file the same on behalf of such Restricted Company. (b) To enforce the provisions of Section 6.05, the Collateral Agent is authorized to request the consent or approval of the FCC or any other Governmental Authority to a voluntary or an involuntary transfer of control of any Restricted Company or the voluntary or involuntary assignment of any FCC Licenses or PUC Authorizations held by any Restricted Company. In connection with the exercise of its remedies under this Agreement, the Collateral Agent may obtain the appointment of a trustee or receiver to assume, control of any Restricted Company, subject to any required prior approval of the FCC or any other Governmental Authority. Such trustee or receiver shall have all rights and powers provided to it by law or by court order or provided to the Collateral Agent under this Agreement. (c) Notwithstanding anything to the contrary contained in this Agreement, (i) the Collateral Agent will not take any action hereunder that would constitute or result in any transfer of control or assignment of the FCC Licenses or any Restricted Company without obtaining all necessary FCC and other Governmental Authority approvals. The Collateral Agent, the Administrative Agent and the Lenders shall be entitled to rely on the advice of FCC counsel selecte...

Certain Regulatory Requirements. Notwithstanding any provision to the contrary in this Agreement, no party to this Agreement will take any action hereunder in contravention of Section 6.15 of the Interim Notes Collateral Agreement.

Certain Regulatory Requirements. Any provision contained herein to the contrary notwithstanding (but without limiting the generality of the provisions of Section 1.2 of this Exhibit C), no action shall be taken hereunder by any Notes Collateral Agent or any Holder with respect to any item of Collateral unless and until all applicable requirements (if any) of ISED under the Radiocommunication Act (Canada), as amended, the Canadian Radio-television and Telecommunications Commission (“CRTC”) under the Telecommunications Act (Canada), as amended, the FCC under the Communications Act of 1934, as amended, and the Competition Bureau (the “Competition Bureau”) under the Competition Act (Canada), as amended, and the respective rules and regulations under and of each of these laws, have been satisfied with respect to such action and there have been obtained such consents, approvals and authorizations (if any) as may be required to be obtained from ISED, the CRTC, if applicable, the Competition Bureau, if applicable, the FCC and any other governmental authority, in each case under the terms of any license or operating right held by the Grantors (or any entity under the control of the Grantors). Without limiting the generality of the foregoing, the Notes Collateral Agent (on behalf of itself and the Holders) hereby agrees that (a) to the extent required by applicable law, voting and consensual rights in the ownership interest of any Grantors (the “Pledged Interest”) will remain with the holders of such voting and consensual rights upon and following the occurrence of an Event of Default unless and until any required prior approvals of ISED, the CRTC, the Competition Bureau, if applicable, or the FCC to the transfer of such voting and consensual rights to the Notes Collateral Agent shall have been obtained; (b) upon the occurrence of any Event of Default and foreclosure on the Pledged Interests pursuant to the Indenture there will be either a private or public sale of the Pledged Interests; and (c) prior to the exercise of voting or consensual rights by the purchaser at any such sale, in each case to the extent required by applicable law, the prior consent of ISED pursuant to the Radiocommunication Act (Canada) will be obtained, the prior consent of the CRTC under the Telecommunications Act will be obtained, and/or the prior consent of the FCC pursuant to 47 U.S.C. § 310(d) will be obtained, the prior consent of the Competition Bureau under the Competition Act (Canada) will be obtained, if applicable,...

Certain Regulatory Requirements. Any provision herein or in any other Loan Document to the contrary notwithstanding, no Agent or Lender will take any action pursuant to this Agreement, the Guarantee and Collateral Agreement, or any other agreement between any Loan Party and such Agent or Lender that would constitute or result in any de facto or de jure assignment of an FCC license or transfer of control of any Loan Party, if such assignment of license or transfer of control would require under then existing law (including the written rules and regulations promulgated by, and published policies of, the FCC), the prior approval of the FCC, without first obtaining such approval of the FCC.

Certain Regulatory Requirements. Prior to conversion of any Note, a Holder will ascertain, in consultation with the Company, whether such conversion will result in a de jure or de facto transfer of control of the Company or any of the Guarantors under the Communications Act and require prior approval of the FCC with respect to such conversion. If the Company reasonably determines, in consultation with FCC counsel, that the FCC’s prior approval is required, then the approval of the FCC will be obtained prior to any such conversion.

Certain Regulatory Requirements. (a) Notwithstanding any other provision of this Agreement, any foreclosure on, sale, transfer or other disposition of, or the exercise of any rights to vote or consent with respect to any of the Collateral as provided herein or any other action taken by the Collateral Agent or any other Secured Party hereunder shall be in compliance with the Communications Laws and the NOAA Rules and to the extent required thereby, subject to the prior approval of the FCC and NOAA. (b) It is the intention of the parties hereto that the Liens in favor of the Collateral Agent on the Collateral shall in all relevant aspects be subject to and governed by said statutes, rules and regulations and that nothing in this Agreement shall be construed to diminish the control exercised by the Pledgor except in accordance with the provisions of such statutory requirements, rules and regulations. Each Pledgor agrees that upon the request from time to time by the Collateral Agent it will actively pursue obtaining any governmental, regulatory or third party consents, approvals or authorizations referred to in this Article IX, including, upon any request of the Collateral Agent following an Event of Default, the preparation, signing and filing with (or causing to be prepared, signed and filed with) the FCC or NOAA of any application or application for consent to the assignment of the FCC Licenses or the NOAA Licenses or transfer of control required to be signed by the Borrower or any of its Subsidiaries necessary or appropriate under the Communications Laws or the NOAA Rules for approval of any sale or transfer of any of the Pledged Collateral or the assets of the Borrower or any of its Subsidiaries or any transfer of control in respect of any FCC License or any NOAA License.

Certain Regulatory Requirements. Notwithstanding any provision to the contrary in this Intercreditor Agreement, no party to this Intercreditor Agreement will take any action hereunder in contravention of Section 7.18 of the Interim Notes Collateral Agreement.

Certain Regulatory Requirements. At any time after the occurrence and during the continuance of an Event of Default, each Grantor shall take all lawful action that the Collateral Agent may reasonably request in the exercise of its rights and remedies, which include the right to require any Grantor to transfer or assign any Gaming Collateral held by it to any party or parties to facilitate an arms’ length public or private sale for the benefit of the Collateral Agent. In furtherance of this right, each Grantor shall (i) cooperate fully with the Collateral Agent in obtaining all approvals and consents from the Gaming Authority and each other Governmental Authority and from any third parties that the Collateral Agent may deem necessary or advisable to accomplish any transfer or assignment of the Gaming Collateral, and (ii) prepare, execute and file with the Gaming Authority and any other Governmental Authority any application, request for consent, certificate or instrument that the Collateral Agent may deem necessary or advisable to accomplish any such transfer or assignment. If any Grantor fails to execute such applications, requests for consent, certificates or instruments, the clerk of any court that has jurisdiction over the Note Documents may, upon an ex parte request by the Collateral Agent, execute and file the same on behalf of such Grantor for purposes of placing such request before the Gaming Authority, except to the extent as would not be permissible under applicable Law. To enforce the provisions of Section 10, the Collateral Agent is authorized to request the consent or approval of the Gaming Authority or any other Governmental Authority to a voluntary or an involuntary transfer of control of any Grantor or the voluntary or involuntary assignment of any Gaming Collateral held by such Grantor. In connection with the exercise of its remedies under this Agreement, the Collateral Agent may obtain the appointment of a trustee or receiver to assume control of any Grantor, subject to any required prior approval of the Gaming Authority or any other Governmental Authority. Such trustee or receiver shall have all rights and powers provided to it by law or by court order or provided to the Collateral Agent under this Agreement.

Certain Regulatory Requirements. The Administrative Agent hereby acknowledges that, in connection with any exercise by it of the rights and remedies afforded to it hereunder, it may be necessary to provide notice to and/or obtain the prior consent or approval of certain governmental authorities. Notwithstanding anything to the contrary contained herein, the Administrative Agent will not take any action pursuant to this Agreement which would constitute or result in any transfer of control over State Auto Financial, or any other action, if such action, in either case, requires notice to and/or the prior consent or approval of governmental authorities without first providing such notice and/or obtaining such consent or approval. Upon the exercise by the Administrative Agent of any power, right or privilege or remedy pursuant to this Agreement which requires any consent, approval, recording, qualification or authorization of any governmental authority, the Company will, and will cause State Auto Financial to, (a) execute and deliver, or cause the execution and delivery of, all applications, instruments or other documents and papers that the Administrative Agent may reasonably require to be obtained for such governmental consent, approval, recording, qualification or authorization, (b) use its best efforts otherwise to secure such governmental consent, approval, recording, qualification or authorization and (c) take no action inconsistent therewith. The Company acknowledges that the Administrative Agent has no adequate remedy at law for the breach of any obligation of this Section 6.11, and that such obligations shall be enforceable by specific performance.

Certain Regulatory Requirements. Pledgor has disclosed to the Agent that any sale of Nextel Stock constituting Pledged Collateral may be subject to applicable requirements (if any) of the FCC Provisions, as well as any other federal, state or local laws, rules and regulations of other regulatory or governmental bodies applicable to or having jurisdiction over the Pledgor, any Third Party Pledgor or the issuer of such item of Pledged Collateral, as the case may be (the "Relevant Party") (or any entity under the control of the Relevant Party). Pledgor agrees that upon request from time to time by the Agent after the occurrence and during the continuance of an Event of Default, it will use its best efforts to obtain any governmental, regulatory or third party consents, approvals or authorizations required by applicable law.