FCC Application. (a) As promptly as practicable after the execution and delivery of this Agreement, Acquiror, Merger Sub and the Company shall prepare all appropriate applications for FCC consent, and such other documents as may be required, with respect to the transfer of control of the Company to Acquiror (collectively, the "FCC Application"). As promptly as practicable thereafter, Acquiror and Merger Sub shall deliver to the Company their respective completed portions of the FCC Application. As promptly as practicable, but not later than twenty-one (21) calendar days after the date hereof, the Company and Acquiror shall jointly file, or cause to be filed, the FCC Application. Acquiror, Merger Sub and the Company shall use their reasonable best efforts to prosecute the FCC Application in good faith and with due diligence in order to obtain such FCC consent as expeditiously as practicable. If the Closing shall not have occurred for any reason within the initial effective period of the granting of approval by the FCC of the FCC Application, and neither Acquiror nor the Company shall have terminated this Agreement pursuant to Section 9.1, Acquiror and the Company shall jointly request one or more extensions of the effective period of such grant. No party hereto shall knowingly take, or fail to take, any action the intent or reasonably anticipated consequence of which action or failure to act would be to cause the FCC not to grant approval of the FCC Application.
(b) Acquiror and the Company shall each pay one-half (1/2) of any FCC fees that may be payable in connection with the filing or granting of approval of the FCC Application. The Company shall pay any cost incurred in connection with complying with the FCC notice and advertisement requirements in connection with the transfer of control of the Company.
FCC Application. Within five (5) business days after the execution of this Agreement, Buyer and Seller shall file an application with the FCC for the FCC Consent (the "FCC Application"). Buyer and Seller shall prosecute the FCC Application with all reasonable diligence and otherwise use their best efforts to obtain the FCC Consent as expeditiously as practicable (but neither Buyer nor Seller shall have any obligation to satisfy complainants or the FCC by taking any steps which would have a material adverse effect upon Buyer or Seller or upon any of their respective Affiliates). If the FCC Consent imposes any condition on Buyer or Seller or any of their respective Affiliates, such party shall use its best efforts to comply with such condition; provided, however, that neither Buyer nor Seller shall be required hereunder to comply with any condition that would have a material adverse effect upon it or any of its Affiliates. If reconsideration or judicial review is sought with respect to the FCC Consent, the party affected shall vigorously oppose such efforts for reconsideration or judicial review; provided, however, that nothing herein shall be construed to limit either party's right to terminate this Agreement pursuant to Article 16 hereof.
FCC Application. Not later than ten (10) calendar days after the date of the exercise of the Option, ---------------- Seller and Buyer shall file with the FCC substantially complete applications (the “FCC Applications”) seeking the FCC’s consent to the assignment of the FCC Licenses from Seller to Buyer and Buyer’s assumption thereof (the “FCC Consent”). Seller and Buyer shall diligently and promptly take all actions necessary, or desirable and proper, ------- to prosecute the FCC Applications expeditiously. Seller shall timely publish and/or broadcast the notices required by the rules and regulations of the FCC pertaining to the FCC Applications. Seller and Buyer shall cooperate with each other in the preparation and prosecution of the FCC Applications. Seller and Buyer shall provide to each other copies of any and all petitions and pleadings filed by any third party, and copies of any and all correspondence and orders received from the FCC, with respect to any of the FCC Applications. In the event that the FCC imposes any condition upon Buyer or Seller with respect to any FCC Applications, the party subject to such condition shall use its best efforts to comply therewith; provided, however, that the party -------- ------- subject to such condition shall not be required to take any action which would have a Material Adverse Effect on such party or any Affiliate of such party. Buyer shall not enter into any agreement or transactions to acquire any other broadcast properties or stations in the Phoenix, Arizona market, nor shall Buyer take any other action, including but not limited to, entering into a time brokerage agreement, local marketing agreement, or joint sales agreement, which could have the effect of delaying action by the FCC upon the FCC Applications or the consummation of the transactions contemplated hereby. Buyer and Seller shall oppose any petitions to deny or other objections filed with respect to any applications for the FCC Consent and any requests for reconsideration or judicial review of the FCC Consent and otherwise use their commercially reasonable efforts to cause the FCC Order to become a Final Action as soon as practicable. If the Closing shall not have occurred for any reason within the original effective period of the FCC Consent, and neither party shall have terminated this Agreement under Section 10, the parties shall jointly request an extension of the effective period of the FCC Consent. No extension of the FCC Consent shall limit the right of...
FCC Application. If the same has not already been filed as of the --------------- time of the execution hereof, then within three (3) business days after the execution of this Agreement, Buyer and Seller shall file an application with the FCC for the FCC Consent (the "FCC Application"). Buyer and Seller shall prosecute the FCC Application with all reasonable diligence and otherwise use their reasonable best efforts to obtain the FCC Consent as expeditiously as practicable (but neither Buyer nor Seller shall have any obligation to satisfy complainants or the FCC by taking any steps which would have a material adverse effect upon Buyer or Seller or upon any of their respective Affiliates). If the FCC Consent imposes any condition on Buyer or Seller or any of their respective Affiliates, such party shall use its reasonable best efforts to comply with such condition; provided, however, that neither Buyer nor Seller shall be required hereunder to comply with any condition that would have a material adverse effect upon it or any of its Affiliates. If reconsideration or judicial review is sought with respect to the FCC Consent, the party affected shall vigorously oppose such efforts for reconsideration or judicial review and the other party shall cooperate in such efforts; provided, however, that nothing herein shall be construed to limit either party's right to terminate this Agreement pursuant to Article 16 hereof.
FCC Application. The Company and Parent shall coordinate efforts and cooperate with each other to cause the FCC Filings to be made for approval of the transactions contemplated in the License Assignment and the Spectrum Lease (the “Cameron Transactions”) to be accomplished as soon as practicable after the date of this Agreement. In the event the Cameron Transactions have not been approved by the FCC within 35 days after the date of this Agreement (or such lesser time as the parties may mutually agree), the Company and Parent shall coordinate efforts and cooperate with each other to cause the FCC Filings to be made for approval of the transfer of control of the FCC Licenses to Parent as a result of the Offer or the Merger (the “Transfer of Control”) to be accomplished as soon as practicable thereafter. The Company and Parent shall prosecute each FCC Filing with commercially reasonable diligence and otherwise use their commercially reasonable efforts to obtain the grants of the FCC Filings (the “FCC Approval”) as expeditiously as practicable. Each party will promptly provide to the other parties a copy of any pleading, order or other document served on it relating to such FCC Filings. The Parent and the Company shall oppose any petitions to deny or other objections filed with respect to the FCC Filings and any requests for reconsideration or review of the FCC Approval.
FCC Application. The assignment of the FCC Authorization as contemplated by this Agreement is subject to the prior consent and approval of the FCC. No later than ten (10) business days after the date that the parties execute this Agreement, Buyer and Seller shall file the FCC Application. Seller and Buyer shall thereafter prosecute the FCC Application with all reasonable diligence and otherwise use their best efforts to obtain the grant of the FCC Application as expeditiously as practicable. If reconsideration or judicial review is sought with respect to the FCC Consent, the party affected shall vigorously oppose such efforts for reconsideration or judicial review; provided, however, that nothing herein shall be construed to limit either party's right to terminate this Agreement pursuant to Article 17 hereof.
FCC Application. Seller will file with the Federal Communication Commission application for approval of the transfer to Buyers of the Wireless Telecommunications Bureau authorizations listed on Schedule 2.1.8.
FCC Application. (a) As promptly as practicable after the execution and delivery of this Agreement, Buyer and the Company shall prepare all appropriate applications for FCC consent, and such other documents as may be required, with respect to the transfer of control of the Company to Buyer (collectively, the "FCC Application"). Not later than the fifth business day following execution and delivery of this Agreement, the Company shall deliver to Buyer its completed portion of the FCC Application. Not later than the tenth business day following the execution and delivery of this Agreement, Buyer shall file, or cause to be filed, the FCC Application. Buyer and the Company shall prosecute the FCC Application in good faith and with due diligence in order to obtain such FCC consent as expeditiously as practicable. If the Closing shall not have occurred for any reason within the initial effective period of the granting of approval by the FCC of the FCC Application, and neither Buyer nor the Company shall have terminated this Agreement pursuant to Section 9.01, Buyer and the Company shall jointly request one or more extensions of the effective period of such grant. No party hereto shall knowingly take, or fail to take, any action the intent or reasonably anticipated consequence of which action or failure to act would be to cause the FCC not to grant approval of the FCC Application or delay either such approval or the consummation of the transfer of control of the Company.
(b) Buyer and the Company shall each pay one-half (1/2) of any FCC fees that may be payable in connection with the filing or granting of approval of the FCC Application. Buyer and the Company shall each oppose any request for reconsideration or judicial review of the granting of approval of the FCC Application.
FCC Application. To Parent's knowledge and except as set forth in the Disclosure Schedule of Parent dated the date hereof and delivered to the Company (the "Parent Disclosure Schedule"), Parent and its affiliates are qualified under Current FCC Policy to hold, or control the entities which hold or will hold, the FCC Licenses currently held or controlled by the Company and to be held by Parent or any person under common control with Parent after the Effective Time. Except as set forth in the Parent Disclosure Schedule, Parent is not aware of any facts or circumstances relating to Parent or any of its affiliates that would, under Current FCC Policy, prevent or materially delay the FCC's granting of the FCC Application.
FCC Application. Within five (5) business days following the date --------------- of execution hereof, the parties shall jointly submit to the FCC completed FCC Form 312 Application (the "Transfer Application") seeking Commission consent to the transfer of control over Company to Digital Angel, and for the FCC or the FCC International Bureau to Grant the Transfer Application. For purposes of this Agreement, "Grant" means an action or decision of the FCC or the FCC International Bureau pursuant to delegated authority that is made public by the FCC either pursuant to a written decision or public notice.
