FCC AND OTHER CONSENTS. (a) The FCC Order shall have been issued by the FCC and shall have become effective under the rules of the FCC. (b) Conditions which the FCC Order or any order, ruling or decree of any judicial or administrative body relating thereto or in connection therewith specifies and requires to be satisfied by Buyer prior to transfer of the FCC Licenses to Buyer shall have been satisfied by Buyer. (c) All other authorizations, consents, approvals and clearances of all federal, state and local governmental agencies required to permit the consummation by Seller of the transactions contemplated by this Agreement shall have been obtained; all statutory and regulatory requirements for such consummation shall have been fulfilled; and no such authorizations, consents, approvals or clearances shall contain any conditions that individually or in the aggregate would have any material adverse effect on Seller.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Ez Communications Inc /Va/), Asset Purchase Agreement (American Radio Systems Corp /Ma/), Local Programming and Marketing Agreement and Put/Call Agreement (Salem Communications Corp /De/)
FCC AND OTHER CONSENTS. (a) The FCC Order shall have been issued by the FCC and shall have become effective under the rules of the FCC.
(b) Conditions which the FCC Order or any order, ruling or decree of any judicial or administrative body relating thereto or in connection therewith specifies and requires to be satisfied by Buyer prior to transfer of the FCC Licenses to Buyer shall have been satisfied by Buyer.
(c) All other material authorizations, consents, approvals and clearances of all federalFederal, state and local governmental agencies required to permit the consummation by Seller of the transactions contemplated by this Agreement shall have been obtained; all statutory and regulatory requirements for such consummation shall have been fulfilled; and no such authorizations, consents, approvals or clearances shall contain any conditions that individually or in the aggregate would have any material adverse effect on Seller.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Salem Communications Corp /De/), Asset Purchase Agreement (Childrens Broadcasting Corp), Asset Purchase Agreement (Salem Communications Corp /De/)
FCC AND OTHER CONSENTS. (a) The FCC Order shall have been issued by the FCC and shall have become effective under the rules of the FCC, without any condition materially adverse to Seller.
(b) Conditions which the FCC Order or any order, ruling or decree of any judicial or administrative body relating thereto or in connection therewith specifies and requires to be satisfied by Buyer prior to transfer of the FCC Licenses to Buyer shall have been satisfied by Buyer.
(c) All other authorizations, consents, approvals and clearances of all federal, state and local governmental agencies required to permit the consummation by Seller of the transactions contemplated by this Agreement shall have been obtained; all statutory and regulatory requirements for such consummation shall have been fulfilled; and no such authorizations, consents, approvals or clearances shall contain any conditions that individually or in the aggregate would have any material adverse effect on Seller.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Salem Communications Corp /De/), Asset Purchase Agreement (Salem Communications Corp /De/)
FCC AND OTHER CONSENTS. (a) 10.3.1 The FCC Order shall have been issued by the FCC (this condition may not be waived), and shall have become effective under the rules of the FCCa Final Action.
(b) 10.3.2 Conditions which the FCC Order or any order, ruling or decree of any judicial or administrative body relating thereto or in connection therewith specifies and requires to be satisfied by Buyer prior to transfer assignment of the FCC Licenses Station to Buyer and which must be satisfied under Section 7.1 above shall have been satisfied by Buyersatisfied.
(c) 10.3.3 All other authorizations, consents, approvals and clearances of all federal, state and local governmental agencies required to permit the consummation by Seller of the transactions contemplated by this Agreement shall have been obtained; all statutory and regulatory requirements for such consummation shall have been fulfilled; and no such authorizations, consents, approvals or clearances shall contain any conditions that individually or in the aggregate would have any a material adverse effect on Sellerthe Station or Buyer's operation thereof.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
FCC AND OTHER CONSENTS. (a) The FCC Order shall have been issued by the FCC and shall have become effective under the rules of the FCCa Final Action without any Material Adverse Condition.
(b) Conditions which the FCC Order or any order, ruling or decree of any judicial or administrative body relating thereto or in connection therewith specifies and requires to be satisfied by Buyer Seller prior to transfer of the FCC Licenses to Buyer shall have been satisfied by BuyerSeller.
(c) All other authorizations, consents, approvals and clearances of all federal, state and or local governmental agencies required to permit the consummation by Seller Buyer of the transactions contemplated by this Agreement including, without limitation, the assignment of any FCC Authorization requested by Buyer, shall have been obtained; all statutory and regulatory requirements for such consummation shall have been fulfilled; and no such authorizations, consents, approvals or clearances shall contain any conditions that individually or in the aggregate would have any a material adverse effect on Sellerthe operations of the Station.
Appears in 2 contracts
Samples: Asset Purchase Agreement (American Radio Systems Corp /Ma/), Local Programming and Marketing Agreement and Put/Call Agreement (Salem Communications Corp /De/)
FCC AND OTHER CONSENTS. (a) The FCC Order shall have been issued by the FCC and shall have become effective under the rules of the FCCa Final Action without any Material Adverse Condition.
(b) Conditions which the FCC Order or any order, ruling or decree of any judicial or administrative body relating thereto or in connection therewith specifies and requires to be satisfied by Buyer prior to transfer of the FCC Licenses to Buyer shall have been satisfied by BuyerSeller.
(c) All other material authorizations, consents, approvals and clearances of all federal, state and or local governmental agencies required to permit the consummation by Seller Buyer of the transactions contemplated by this Agreement shall have been obtained; all statutory and regulatory requirements for such consummation shall have been fulfilled; and no such authorizations, consents, approvals or clearances shall contain any conditions that individually or in the aggregate would have any a material adverse effect on Sellerthe operations of the Stations.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Childrens Broadcasting Corp), Asset Purchase Agreement (Salem Communications Corp /De/)
FCC AND OTHER CONSENTS. (a) The FCC Order shall have been issued by the FCC and shall have become effective under the rules of the FCC.
(b) Conditions which the FCC Order or any order, ruling or decree of any judicial or administrative body relating thereto or in connection therewith specifies and requires to be satisfied by Buyer prior to transfer of the FCC Licenses to Buyer shall have been satisfied by Buyer.
(c) All other authorizations, consents, approvals and clearances of all federalFederal, state and local governmental agencies required to permit the consummation by Seller Sellers of the transactions contemplated by this Agreement shall have been obtained; all statutory and regulatory requirements for such consummation shall have been fulfilled; and no such authorizations, consents, approvals or clearances shall contain any conditions that individually or in the aggregate would have any material adverse effect on SellerSellers.
Appears in 1 contract
Samples: Asset Purchase Agreement (Salem Communications Corp /De/)
FCC AND OTHER CONSENTS. (a) The FCC Order shall have been issued by the FCC and shall have become effective under the rules of the FCCa Final Action without any Material Adverse Effect.
(b) Conditions Seller shall have satisfied all material conditions which the FCC Order or any order, ruling or decree of any judicial or administrative body relating thereto or in connection therewith specifies and requires to be satisfied by Buyer Seller prior to transfer of the FCC Licenses to Buyer shall have been satisfied by Buyer.
(c) All other material authorizations, consents, approvals and clearances of all federal, state and or local governmental agencies required to permit the consummation by Seller Buyer of the transactions contemplated by this Agreement including, without limitation, the assignment of any FCC Authorization requested by Buyer, shall have been obtained; all material statutory and regulatory requirements for such consummation shall have been fulfilled; and no such authorizations, consents, approvals or clearances shall contain any conditions that individually or in the aggregate would have any material adverse effect a Material Adverse Effect on Sellerthe operations of the Station.
Appears in 1 contract
Samples: Asset Purchase Agreement (Salem Communications Corp /De/)
FCC AND OTHER CONSENTS. (a) The FCC Order Consents shall have been issued granted by the FCC and shall have become be effective under the rules of the FCC.
(b) Conditions which the FCC Order Consents or any order, ruling or decree of any judicial or administrative body relating thereto or in connection therewith specifies specify and requires require to be satisfied by Buyer prior to transfer of the FCC Licenses to Buyer shall have been satisfied by Buyer.
(c) All Any other authorizations, consents, approvals and clearances Consents of all federal, state and local governmental agencies any Governmental Entity required to permit the consummation by Seller Sellers of the transactions contemplated by this Agreement shall have been obtained; all statutory and regulatory other requirements under any Law for such consummation shall have been fulfilled; and no such authorizations, consents, approvals or clearances Consents shall contain any conditions that individually are materially adverse to Sellers or in the aggregate that have or would have any material a materially adverse effect on Sellerany Seller or the transactions contemplated by this Agreement.
Appears in 1 contract
FCC AND OTHER CONSENTS. (a) The FCC Order shall have been issued by the FCC and shall have become effective under the rules of the FCC.
(b) a Final Action without any Material Adverse Condition. Conditions which the FCC Order or any order, ruling or decree of any judicial or administrative body relating thereto or in connection therewith specifies and requires to be satisfied by Buyer the Company prior to transfer of the FCC Licenses to Buyer shall have been satisfied by Buyerthe Company.
(cb) All other authorizations, consents, approvals and clearances of all federal, state and or local governmental agencies required to permit the consummation by Seller Buyer of the transactions contemplated by this Agreement shall have been obtained; all statutory and regulatory requirements for such consummation shall have been fulfilled; and no such authorizations, consents, approvals or clearances shall contain any conditions that individually or in the aggregate would have any a material adverse effect on Sellerthe operations of the Station.
Appears in 1 contract
Samples: Asset Purchase Agreement (Salem Communications Corp /Ca/)
FCC AND OTHER CONSENTS. (a) The FCC Order shall have been issued by the FCC and shall have become effective under the rules of the FCCFCC without any Material Adverse Condition.
(b) Conditions Seller shall have satisfied all material conditions which the FCC Order or any order, ruling or decree of any judicial or administrative body relating thereto or in connection therewith specifies and requires to be satisfied by Buyer Seller prior to transfer of the FCC Licenses to Buyer shall have been satisfied by Buyer.
(c) All other material authorizations, consents, approvals and clearances of all federal, state and or local governmental agencies required to permit the consummation by Seller Buyer of the transactions contemplated by this Agreement shall have been obtained; all material statutory and regulatory requirements for such consummation shall have been fulfilled; and no such authorizations, consents, approvals or clearances shall contain any conditions that individually or in the aggregate would have any a material adverse effect on Sellerthe operations of the Station.
Appears in 1 contract
Samples: Asset Purchase Agreement (Salem Communications Corp /De/)
FCC AND OTHER CONSENTS. (a) The FCC Order shall have been issued by the FCC and shall have become effective under the rules of the FCCFCC without any condition materially adverse to Seller.
(b) Conditions which the FCC Order or any order, ruling or decree of any judicial or administrative body relating thereto or in connection therewith specifies and requires to be satisfied by Buyer prior to transfer of the FCC Licenses to Buyer shall have been satisfied by Buyer.
(c) All other authorizations, consents, approvals and clearances of all federal, state and local governmental agencies required to permit the consummation by Seller of the transactions contemplated by this Agreement shall have been obtained; all statutory and regulatory requirements for such consummation shall have been fulfilled; and no such authorizations, consents, approvals or clearances shall contain any conditions that individually or in the aggregate would have any material adverse effect on Seller.
Appears in 1 contract
Samples: Asset Purchase Agreement (Salem Communications Corp /De/)
FCC AND OTHER CONSENTS. (a) The FCC Order shall have been issued by the FCC and shall have become effective under the rules of the FCCwithout any Material Adverse Condition.
(b) Conditions Seller shall have satisfied all material conditions which the FCC Order or any order, ruling or decree of any judicial or administrative body relating thereto or in connection therewith specifies and requires to be satisfied by Buyer Seller prior to transfer of the FCC Licenses to Buyer shall have been satisfied by Buyer.
(c) All other material authorizations, consents, approvals and clearances of all federal, state and or local governmental agencies required to permit the consummation by Seller Buyer of the transactions contemplated by this Agreement including, without limitation, the assignment of any FCC Authorization requested by Buyer, shall have been obtained; all material statutory and regulatory requirements for such consummation shall have been fulfilled; and no such authorizations, consents, approvals or clearances shall contain any conditions that individually or in the aggregate would have any a material adverse effect on Sellerthe operations of the Station.
Appears in 1 contract
Samples: Asset Purchase Agreement (Salem Communications Corp /De/)
FCC AND OTHER CONSENTS. (a) The FCC Order shall have been issued by the FCC and shall have become effective under the rules of the FCCa Final Action without any Material Adverse Condition.
(b) Conditions Seller shall have satisfied all material conditions which the FCC Order or any order, ruling or decree of any judicial or administrative body relating thereto or in connection therewith specifies and requires to be satisfied by Buyer Seller prior to transfer of the FCC Licenses to Buyer shall have been satisfied by Buyer.
(c) All other material authorizations, consents, approvals and clearances of all federal, state and or local governmental agencies required to permit the consummation by Seller Buyer of the transactions contemplated by this Agreement including, without limitation, the assignment of any FCC Authorization requested by Buyer, shall have been obtained; all material statutory and regulatory requirements for such consummation shall have been fulfilled; and no such authorizations, consents, approvals or clearances shall contain any conditions that individually or in the aggregate would have any material adverse effect on Sellerresult in a Material Adverse Condition.
Appears in 1 contract
Samples: Asset Purchase Agreement (Salem Communications Corp /De/)
FCC AND OTHER CONSENTS. (a) The FCC Order shall have been issued by the FCC and shall have become effective under the rules of the FCCa Final Action without any Material Adverse Condition.
(b) Conditions which the FCC Order or any order, ruling or decree of any judicial or administrative body relating thereto or in connection therewith specifies and requires to be satisfied by Buyer prior to transfer of the FCC Licenses to Buyer shall have been satisfied by BuyerSeller.
(c) All other material authorizations, consents, approvals and clearances of all federal, state and or local governmental agencies required to permit the consummation by Seller Buyer of the transactions contemplated by this Agreement shall have been obtained; all statutory and regulatory requirements for such consummation shall have been fulfilled; and no such authorizations, consents, approvals or clearances shall contain any conditions that individually or in the aggregate would have any a material adverse effect on Sellerthe operations of the Station.
Appears in 1 contract
Samples: Asset Purchase Agreement (Salem Communications Corp /De/)
FCC AND OTHER CONSENTS. (a) The FCC Order shall have been issued by the FCC and shall have become effective under the rules of the FCCa Final Action without any Material Adverse Condition.
(b) Conditions which the FCC Order or any order, ruling or decree of any judicial or administrative body relating thereto or in connection therewith specifies and requires to be satisfied by Buyer prior to transfer of the FCC Licenses to Buyer shall have been satisfied by BuyerSellers.
(c) All other authorizations, consents, approvals and clearances of all federal, state and or local governmental agencies required to permit the consummation by Seller Buyer of the transactions contemplated by this Agreement shall have been obtained; all statutory and regulatory requirements for such consummation shall have been fulfilled; and no such authorizations, consents, approvals or clearances shall contain any conditions that individually or in the aggregate would have any a material adverse effect on Sellerthe operations of the Stations.
Appears in 1 contract
Samples: Asset Purchase Agreement (Salem Communications Corp /De/)
FCC AND OTHER CONSENTS. (a) The FCC Order shall have been issued by the FCC and shall have become effective a Final Action under the rules of the FCCRules and Regulations.
(b) Conditions which the FCC Order or any order, ruling or decree of any judicial or administrative body relating thereto or in connection therewith specifies and requires to be satisfied by Buyer prior to transfer of the FCC Licenses to Buyer shall have been satisfied by Buyer.
(c) All other authorizations, consents, approvals and clearances of all federal, state and local governmental agencies required to permit the consummation by Seller and the Company of the transactions contemplated by this Agreement shall have been obtained; all statutory and regulatory requirements for such consummation shall have been fulfilled; and no such authorizations, consents, approvals or clearances shall contain any conditions that individually or in the aggregate would have any material adverse effect on SellerSeller or the Company.
Appears in 1 contract
Samples: Asset Purchase Agreement (Salem Communications Corp /Ca/)
FCC AND OTHER CONSENTS. (a) The FCC Order shall have been issued by the FCC and shall have become effective under the rules of the FCCwithout any condition materially adverse to Seller.
(b) Conditions which the FCC Order or any order, ruling or decree of any judicial or administrative body relating thereto or in connection therewith specifies and requires to be satisfied by Buyer prior to transfer of the FCC Licenses to Buyer shall have been satisfied by Buyer.
(c) All other authorizations, consents, approvals and clearances of all federal, state and local governmental agencies required to permit the consummation by Seller of the transactions contemplated by this Agreement shall have been obtained; all statutory and regulatory requirements for such consummation shall have been fulfilled; and no such authorizations, consents, approvals or clearances shall contain any conditions that individually or in the aggregate would have any material adverse effect on Seller.
Appears in 1 contract
Samples: Asset Purchase Agreement (Salem Communications Corp /De/)
FCC AND OTHER CONSENTS. (a) The FCC Order shall have been issued by the FCC without any Material Adverse Condition affecting Buyer and shall have become effective under the rules of the FCCa Final Action without any Material Adverse Condition affecting Buyer.
(b) Conditions which the FCC Order or any order, ruling or decree of any judicial or administrative body relating thereto or in connection therewith specifies and requires to be satisfied by Buyer prior to transfer of the FCC Licenses to Buyer shall have been satisfied by BuyerSeller.
(c) All other authorizations, consents, approvals and clearances of all federal, state and or local governmental agencies required to permit the consummation by Seller Buyer of the transactions contemplated by this Agreement shall have been obtained; all statutory and regulatory requirements for such consummation shall have been fulfilled; and no such authorizations, consents, approvals or clearances shall contain any conditions that individually or in the aggregate would have any a material adverse effect on Sellerthe operations of the Station.
Appears in 1 contract
Samples: Asset Purchase Agreement (Salem Communications Corp /De/)
FCC AND OTHER CONSENTS. (a) The FCC Order shall have been issued by the FCC and shall have become effective under the rules of the FCCFCC without a material adverse condition affecting Seller.
(b) Conditions which the FCC Order or any order, ruling or decree of any judicial or administrative body relating thereto or in connection therewith specifies and requires to be satisfied by Buyer prior to transfer of the FCC Licenses to Buyer shall have been satisfied by Buyer.
(c) All other authorizations, consents, approvals and clearances of all federalFederal, state and local governmental agencies required to permit the consummation by Seller of the transactions contemplated by this Agreement shall have been obtained; all statutory and regulatory requirements for such consummation shall have been fulfilled; and no such authorizations, consents, approvals or clearances shall contain any conditions that individually or in the aggregate would have any material adverse effect on Seller.
Appears in 1 contract
Samples: Asset Purchase Agreement (Salem Communications Corp /De/)
FCC AND OTHER CONSENTS. (a) The FCC Order shall have been issued by the FCC and shall have become effective under the rules of the FCCwithout a material adverse condition affecting Seller.
(b) Conditions which the FCC Order or any order, ruling or decree of any judicial or administrative body relating thereto or in connection therewith specifies and requires to be satisfied by Buyer prior to transfer of the FCC Licenses to Buyer shall have been satisfied by Buyer.
(c) All other authorizations, consents, approvals and clearances of all federalFederal, state and local governmental agencies required to permit the consummation by Seller of the transactions contemplated by this Agreement shall have been obtained; all statutory and regulatory requirements for such consummation shall have been fulfilled; and no such authorizations, consents, approvals or clearances shall contain any conditions that individually or in the aggregate would have any material adverse effect on Seller.
Appears in 1 contract
Samples: Asset Purchase Agreement (Salem Communications Corp /De/)
FCC AND OTHER CONSENTS. (a) The FCC Order shall have been issued by the FCC and shall have become effective under the rules of the FCCa Final Action without any Material Adverse Condition.
(b) Conditions which the FCC Order or any order, ruling or decree of any judicial or administrative body relating thereto or in connection therewith specifies and requires to be satisfied by Buyer prior to transfer of the FCC Licenses to Buyer shall have been satisfied by BuyerSeller.
(c) All other authorizations, consents, approvals and clearances of all federal, state and or local governmental agencies required to permit the consummation by Seller Buyer of the transactions contemplated by this Agreement shall have been obtained; all statutory and regulatory requirements for such consummation shall have been fulfilled; and no such authorizations, consents, approvals or clearances shall contain any conditions that individually or in the aggregate would have any a material adverse effect on Sellerthe operations of the station.
Appears in 1 contract
Samples: Asset Purchase Agreement (Salem Communications Corp /De/)
FCC AND OTHER CONSENTS. (a) The FCC Order shall have been issued by the FCC and shall have become effective under the rules of the FCCa Final Action without any Material Adverse Condition.
(b) Conditions which the FCC Order or any order, ruling or decree of any judicial or administrative body relating thereto or in connection therewith specifies and requires to be satisfied by Buyer Seller prior to transfer of the FCC Licenses to Buyer shall have been satisfied by BuyerSeller.
(c) All other authorizations, consents, approvals and clearances of all federal, state and or local governmental agencies required to permit the consummation by Seller Buyer of the transactions contemplated by this Agreement including, without limitation, the assignment of any FCC Authorization requested by Buyer, shall have been obtained; all statutory and regulatory requirements for such consummation shall have been fulfilled; and no such authorizations, consents, approvals or clearances shall contain any conditions that individually or in the aggregate would have any a material adverse effect on Sellerthe operations of the Station.
(d) The parties acknowledge that the Station was granted a construction permit ("CP") to move its transmitter and antenna site, and acknowledge the possibility that assignment of the CP will not be approved by the FCC.
Appears in 1 contract
Samples: Asset Purchase Agreement (Ez Communications Inc /Va/)
FCC AND OTHER CONSENTS. (a) The FCC Order shall have been issued by the FCC and shall have become effective under the rules of the FCC.
(b) Conditions which the FCC Order or any order, ruling or decree of any judicial or administrative body relating thereto or in connection therewith specifies and requires to be satisfied by Buyer prior to transfer of the FCC Licenses to Buyer shall have been satisfied by Buyer.
(c) All other authorizations, consents, approvals and clearances of all federal, state and local governmental agencies required to permit the consummation by Seller of the transactions contemplated by this Agreement shall have been obtained; all statutory and regulatory requirements for such consummation shall have been fulfilled; and no such authorizations, consents, approvals or clearances shall contain any conditions that individually or in the aggregate would have any material adverse effect on Seller.
Appears in 1 contract
Samples: Asset Purchase Agreement (Salem Communications Corp /De/)