Common use of FCC Application Clause in Contracts

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. The assignment of the Station Licenses as contemplated by this Agreement is subject to the prior consent and approval of the FCC. The FCC Application will be filed by the Buyers and the Sellers with the FCC within ten (a10) As promptly as practicable after days of the execution and delivery signing of this Agreement, Acquiror, Merger Sub . The Sellers and the Company Buyers 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 prosecute the FCC Application. As promptly as practicable, but not later than twenty-one (21) calendar days after the date hereof, the Company Application with all reasonable diligence and Acquiror shall jointly file, or cause to be filed, the FCC Application. Acquiror, Merger Sub and the Company shall otherwise use their reasonable best efforts to prosecute obtain the grant of the FCC Application in good faith and with due diligence in order to obtain such FCC consent as expeditiously as practicablepracticable including the filing of this Agreement as an amendment to the prior filing; provided, however, that neither the Sellers nor the Buyers shall have any obligation to satisfy any complainant or the FCC by taking any steps which would have a material adverse effect upon the Sellers or the Buyers or upon any Affiliate of the Buyers or the Sellers, but neither the expense nor inconvenience to a Party of defending against a complainant or an inquiry by the FCC shall be considered a material adverse effect on such Party. If the Closing FCC Consent imposes any condition on any Party hereto, such Party shall use its reasonable best efforts to comply with such condition; provided, however, that no Party shall be required to comply with any condition that would have a material adverse effect upon it or any of its Affiliates. The Buyers will provide the Sellers, and the Sellers will provide the Buyers, with a copy of any pleading, order or other document served on such Person relating to any FCC Application. Neither the Buyers nor the Sellers will, and each of them will use its reasonable best efforts not have occurred for to cause or permit any reason within of its officers, directors, partners or other affiliates to, take any action which could reasonably be expected to materially and adversely affect the initial effective period likelihood of the granting grant of approval by any FCC Consent. If reconsideration or judicial review is sought with respect to the FCC of Consent, the FCC ApplicationParty affected shall vigorously oppose such efforts for reconsideration or judicial review; provided, and neither Acquiror nor the Company however, that nothing herein shall have terminated be construed to limit either Party's right to terminate 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 ApplicationArticle 16 hereof. (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. (a) As promptly as practicable after the execution Each of Purchaser, MMP and delivery of this AgreementSellers shall, 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 within seven Business Days following the date hereof, file with the Company and Acquiror shall jointly file, or cause to be filed, FCC the FCC Application. Acquiror, Merger Sub and ; provided that the Company parties shall use their reasonable best efforts to prosecute cooperate with each other in the preparation of the FCC Application and shall in good faith and with due diligence in order take all reasonable steps necessary to obtain expedite the processing of the FCC Application and to secure such FCC consent consents or approvals as expeditiously as practicable; and provided further that MMP shall cause the FCC Licensee Entities, to the extent deemed reasonably necessary by counsel to Purchaser to join in and provide information in connection with the FCC Application and comply with the immediately preceding provisions and 9.5(b) below. If the Closing shall not have occurred for any reason within the initial effective period periods of the granting of FCC approval by the FCC of the FCC Application, and neither Acquiror nor the Company no party shall have terminated this Agreement pursuant to under Section 9.114, Acquiror and the Company parties shall jointly request and use their respective best efforts to obtain one or more extensions of the effective period periods of such grantgrants. 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 Sellers, the Company and MMP, as the case may be, shall each pay one-half publish (1/2and cause the FCC Licensee Entities to publish) of any the notices required by the FCC fees that may be payable in connection with Rules and Regulations relative to the filing or granting of approval of the FCC Application. The Company shall pay any cost incurred in connection Copies of all applications, documents and papers filed after the date hereof and prior to the Closing, or filed after the Closing with complying respect to the transaction under this Agreement, by Purchaser , Sellers, MMP, or the FCC Licensee Entities with the FCC notice shall be mailed to the other simultaneously with the filing of the same with the FCC. Each party shall bear its own costs and advertisement requirements expenses (including the fees and disbursements of its counsel) in connection with the transfer of control preparation of the Companyportion of the application to be prepared by it and in connection with the processing of that application. All filing and grant fees, if any, paid to the FCC, shall be split equally by Purchaser and the Sellers. None of the information contained in any filing made by Purchaser or Sellers with the FCC with respect to the transaction contemplated by this Agreement shall contain any untrue statement of a material fact.

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 thereafterNot later than the fifth (5th) business day following execution and delivery of this Agreement, Acquiror and Merger Sub shall deliver to the Company their respective completed portions of the FCC Application. As promptly as practicable, but not Not later than twenty-one the tenth (2110th) calendar days after business day following the date hereofexecution and delivery of this Agreement, 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. Acquiror and the Company shall each oppose any request for reconsideration or judicial review of the 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. (a) As promptly as practicable after the execution Purchaser and delivery of this AgreementSellers jointly shall, 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 within five Business Days following the date hereof, the Company and Acquiror shall jointly file, file (or cause to be filed, ) with the FCC the FCC Application. Acquiror, Merger Sub and ; provided that the Company parties shall use their reasonable best efforts to prosecute cooperate with each other in the preparation of the FCC Application and shall in good faith and with due diligence in order take all reasonable steps necessary to obtain expedite the processing of the FCC Application and to secure such FCC consent consents or approvals as expeditiously as practicable. If the Closing shall not have occurred for any reason within the initial effective period periods of the granting of FCC approval by the FCC of the FCC Application, and neither Acquiror nor the Company no party shall have terminated this Agreement pursuant to under Section 9.114, Acquiror and the Company parties shall jointly request and use their respective best efforts to obtain one or more extensions of the effective period periods of such grantgrants. No party hereto shall knowingly take, or fail to take, any action of which 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 Sellers shall cause the Company shall each pay one-half (1/2) of any to publish the notices required by the FCC fees that may be payable in connection with Rules and Regulations relative to the filing or granting of approval of the FCC Application. The Company shall pay any cost incurred in connection with complying Copies of all applications, documents and papers filed with the FCC notice after the date hereof and advertisement requirements prior to the Closing, or filed after the Closing with respect to the transaction under this Agreement, by Purchaser or Sellers shall be mailed to the other simultaneously with the filing of the same with the FCC or as soon as practicable thereafter. Each of Purchaser and the Company shall bear its own costs and expenses (including the fees and disbursements of its counsel) in connection with the transfer of control preparation of the portion of the application to be prepared by it and in connection with the processing of that application. All filing and grant fees, if any, paid to the FCC, shall be split equally by Purchaser and the Company. None of the information contained in any filing made by Purchaser or Sellers with the FCC with respect to the transaction contemplated by this Agreement shall contain any untrue statement of a material fact.

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 The transfer of control of the Company FCC Licenses as contemplated by this Agreement is subject to Acquiror (collectivelythe prior consent and approval of the FCC. Prior to the Closing, the "Investors shall not directly or indirectly control, supervise, direct or attempt to control, supervise or direct, the operation of the Stations, and such operation shall be the sole responsibility of the Emmis Asset Holder, or the Company, as the case may be, as the operator of the Stations until the Closing. (b) As soon as practical, and in any event within five (5) Business Days following the date of the execution of this Agreement, the Company, the Investors and the Contributors shall prepare and jointly file the FCC Application"). As promptly Applications and the Parties shall use reasonable best efforts to cause the FCC to accept the FCC Applications for filing as soon as practicable thereafterafter such filing; provided that none of the Contributors or the Investors shall have any obligation to satisfy any complainant or the FCC by taking any steps which would reasonably be expected to adversely affect the Investors, Acquiror and Merger Sub shall deliver to the Contributors or the Company their respective completed portions or the intended benefits of the FCC Applicationtransactions contemplated hereby. As promptly as practicable, but not later than twenty-one (21) calendar days after The Investors and the date hereof, the Company and Acquiror Contributors shall jointly file, or cause to be filed, thereafter prosecute the FCC Application. Acquiror, Merger Sub Applications in good faith and the Company shall with all reasonable diligence and otherwise use their reasonable best efforts to prosecute obtain the grant of the FCC Application in good faith and with due diligence in order to obtain such FCC consent Consents 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 , including acceding to reasonable requests from the FCC in connection with its processing of the FCC Applicationapplications. No Party will take any action that it knows, and neither Acquiror nor or reasonably believes, would disqualify the Company shall have terminated this Agreement pursuant to Section 9.1, Acquiror FCC Applications. (c) The Contributors and the Company GTCR Investor shall jointly request one or more extensions each bear one-half 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 cost of the FCC Application. (b) Acquiror and the Company shall each pay one-half (1/2) of any FCC filing fees that may be payable in connection with the filing or granting of approval of for 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 CompanyApplications.

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 thereafterNot later than the fifth (5th) business day following execution and delivery of this Agreement, Acquiror and Merger Sub shall deliver to the Company their respective completed portions of the FCC Application. As promptly as practicable, but not Not later than twenty-one the tenth (2110th) calendar days after business day following the date hereofexecution and delivery of this Agreement, 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 Acquiror and 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.each 21

FCC Application. (a) As promptly The assignment of the FCC Licenses as practicable contemplated by this Agreement is subject to the prior consent and approval of the FCC. Prior to the Closing, Buyer shall not directly or indirectly control, supervise, direct, or attempt to control, supervise, or direct, the operations of the Stations, and all such operations, including complete control and supervision of all of the Stations' programs, employees, and policies, shall be the sole responsibility of Seller until the Closing. (b) No later than ten (10) days after the execution and delivery date of this Agreement, AcquirorBuyer and Seller shall prepare and jointly file a complete and grantable FCC Application, Merger Sub and the Company parties shall prepare all appropriate applications for FCC consent, and such other documents as may be required, with respect use reasonable efforts 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 cause the FCC Application. As promptly to accept the FCC Application for filing as soon as practicable, but not later than twenty-one (21) calendar days after the date hereof, the Company . Seller and Acquiror Buyer shall jointly file, or cause to be filed, the FCC Application. Acquiror, Merger Sub and the Company shall use their reasonable best efforts to thereafter prosecute the FCC Application in good faith and with due all reasonable diligence in order and otherwise use their best efforts to obtain such the grant of the FCC consent Application as expeditiously as practicable; provided, however, that neither Seller nor Buyer shall have any obligation to satisfy any complainant or the FCC by taking any steps which would have a material adverse effect upon Seller or Buyer or upon any affiliated entity, but neither the expense nor inconvenience to a party of defending against a complainant or an inquiry by the FCC shall be considered a material adverse effect on such party. If the Closing FCC Consent imposes any condition on any party hereto, such party shall not use its best efforts to comply with such condition; provided, however, that no party shall be required to comply with any condition that would have occurred for a material adverse effect upon it or any reason within the initial effective period of the granting of approval affiliated entity. If rehearing, reconsideration or judicial review is sought by a third party or by the FCC of on its own motion with respect to the FCC ApplicationConsent, Buyer and neither Acquiror nor the Company Seller shall have terminated vigorously oppose such efforts for rehearing, reconsideration or judicial review; provided, however, that nothing herein shall be construed to limit either party's right to terminate this Agreement pursuant to Section 9.1, Acquiror and Article 10 (Termination Rights). (c) All FCC filing or grant fees with respect to 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 assignment of the FCC Application. Licenses from Seller to Buyer shall be paid equally by Buyer and Seller. Each party shall otherwise bear its own costs and expenses (bincluding the fees and disbursements of its counsel) 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 preparation of approval the portion of the FCC Application. The Company shall pay any cost incurred in connection with complying with the FCC notice Application to be prepared by it and advertisement requirements in connection with the transfer of control processing and defense of the Companyapplication.

FCC Application. (a) As promptly The assignment of the FCC Licenses as practicable contemplated by this Agreement is subject to the prior consent and approval of the FCC. Between the date of this Agreement and the Closing, Buyer shall not directly or indirectly, control the operation of the Station. (b) No later than five (5) business days after the execution and delivery date of this Agreement, Acquiror, Merger Sub Buyer and the Company Seller shall each 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 jointly file a complete and Merger Sub shall deliver to the Company their respective completed portions of the grantable FCC Application. As promptly as practicable, but not later than twenty-one (21) calendar days after the date hereof, the Company Seller and Acquiror Buyer shall jointly file, or cause to be filed, the FCC Application. Acquiror, Merger Sub and the Company shall use their reasonable best efforts to thereafter prosecute the FCC Application in good faith and with due all reasonable diligence in order and otherwise use their best efforts to obtain such the grant of the FCC consent Application as expeditiously as practicable; provided, however, that neither Seller nor Buyer shall have any obligation to satisfy any complainant or the FCC by taking any steps which would have a material adverse effect upon Seller or Buyer or upon any affiliated entity, but neither the expense nor inconvenience to a party of defending against a complainant or an inquiry by the FCC shall be considered a material adverse effect on such party. If the Closing FCC Consent imposes any condition on any party hereto, such party shall not use its best efforts to comply with such condition; provided, however, that no party shall be required to comply with any condition that would have occurred for a material adverse effect upon it or any reason within the initial effective period of the granting of approval by affiliated entity. If reconsideration or judicial review is sought with respect to the FCC of Consent, the FCC Applicationparty or parties affected shall vigorously oppose such efforts for reconsideration or judicial review; provided, and neither Acquiror nor the Company however, that nothing herein shall have terminated be construed to limit either party's right to terminate 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 ApplicationARTICLE 12 (Termination Rights). (bc) Acquiror All FCC filing or grant fees shall be borne equally by Buyer and Seller. Each party shall otherwise bear its own costs and expenses (including the Company shall each pay one-half (1/2fees and disbursements of its counsel) of any FCC fees that may be payable in connection with the filing or granting preparation of approval the portion of the FCC Application. The Company shall pay any cost incurred in connection with complying with the FCC notice Application to be prepared by it and advertisement requirements in connection with the transfer processing and defense of control of the Companythat application.

FCC Application. (a) As promptly as practicable after the execution Each of Purchaser, MMP II and delivery of this AgreementSeller shall, 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 within two (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 (212) calendar days after Business Days following the date hereof, file with the Company and Acquiror shall jointly file, or cause to be filed, FCC the FCC Application. Acquiror, Merger Sub and ; provided that the Company parties shall use their reasonable best efforts to prosecute cooperate with each other in the preparation of the FCC Application and shall in good faith and with due diligence in order take all reasonable steps necessary to obtain expedite the processing of the FCC Application and to secure such FCC consent consents or approvals as expeditiously as practicable; and provided further that MMP II shall and shall cause the MMP II Licensee Entities, to the extent deemed reasonably necessary by counsel to Purchaser to join in and provide information in connection with the FCC Application and comply with the immediately preceding provisions and 9.5(b) below. If the Closing shall not have occurred for any reason within the initial effective period periods of the granting of FCC approval by the FCC of the FCC Application, and neither Acquiror nor the Company no party shall have terminated this Agreement pursuant to under Section 9.114, Acquiror and the Company parties shall jointly request and use their respective best efforts to obtain one or more extensions of the effective period periods of such grantgrants. 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 Seller and MMP II, as the Company case may be, shall each pay one-half publish (1/2and cause the MMP II Licensee Entities to publish) of any the notices required by the FCC fees that may be payable in connection with Rules and Regulations relative to the filing or granting of approval of the FCC Application. The Company shall pay any cost incurred in connection Copies of all applications, documents and papers filed after the date hereof and prior to the Closing, or filed after the Closing with complying respect to the transaction under this Agreement, by Purchaser, Seller, MMP II, or the MMP II Licensee Entities with the FCC notice shall be mailed to the other simultaneously with the filing of the same with the FCC. Each party shall bear its own costs and advertisement requirements expenses (including the fees and disbursements of its counsel) in connection with the transfer of control preparation of the Companyportion of the application to be prepared by it and in connection with the processing of that application. All filing and grant fees, if any, paid to the FCC, shall be split equally by Purchaser and the Seller. None of the information contained in any filing made by Purchaser or Seller with the FCC with respect to the transaction contemplated by this Agreement shall contain any untrue statement of a material fact.

FCC Application. (a) As promptly The assignment of the FCC Licenses as practicable contemplated by this Agreement is subject to the prior consent and approval of the FCC. Prior to the Closing, Buyer shall not directly or indirectly control, supervise, direct, or attempt to control, supervise, or direct, the operations of the Station, and all such operations, including complete control and supervision of all of the Station's programs, employees, and policies, shall be the sole responsibility of Seller until the Closing. (b) No later than ten (10) days after the execution and delivery date of this Agreement, AcquirorBuyer and Seller shall prepare and jointly file a complete and grantable FCC Application, Merger Sub and the Company parties shall prepare all appropriate applications for FCC consent, and such other documents as may be required, with respect use reasonable efforts 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 cause the FCC Application. As promptly to accept the FCC Application for filing as soon as practicable, but not later than twenty-one (21) calendar days after the date hereof, the Company . Seller and Acquiror Buyer shall jointly file, or cause to be filed, the FCC Application. Acquiror, Merger Sub and the Company shall use their reasonable best efforts to thereafter prosecute the FCC Application in good faith and with due all reasonable diligence in order and otherwise use their best efforts to obtain such the grant of the FCC consent Application as expeditiously as practicable; provided, however, that neither Seller nor Buyer shall have any obligation to satisfy any complainant or the FCC by taking any steps which would have a material adverse effect upon Seller or Buyer or upon any affiliated entity, but neither the expense nor inconvenience to a party of defending against a complainant or an inquiry by the FCC shall be considered a material adverse effect on such party. If the Closing FCC Consent imposes any condition on any party hereto, such party shall not use its best efforts to comply with such condition; provided, however, that no party shall be required to comply with any condition that would have occurred for a material adverse effect upon it or any reason within the initial effective period of the granting of approval affiliated entity. If rehearing, reconsideration or judicial review is sought by a third party or by the FCC of on its own motion with respect to the FCC ApplicationConsent, Buyer and neither Acquiror nor the Company Seller shall have terminated vigorously oppose such efforts for rehearing, reconsideration or judicial review; provided, however, that nothing herein shall be construed to limit either party's right to terminate this Agreement pursuant to Section 9.1, Acquiror and Article 10 (Termination Rights). (c) All FCC filing or grant fees with respect to 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 assignment of the FCC Application. Licenses from Seller to Buyer shall be paid equally by Buyer and Seller. Each party shall otherwise bear its own costs and expenses (bincluding the fees and disbursements of its counsel) 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 preparation of approval the portion of the FCC Application. The Company shall pay any cost incurred in connection with complying with the FCC notice Application to be prepared by it and advertisement requirements in connection with the transfer of control processing and defense of the Companyapplication.

FCC Application. (a) As promptly The assignment of the FCC Licenses as practicable contemplated by this Agreement is subject to the prior consent and approval of the FCC. Between the date of this Agreement and the Closing, Buyer shall not directly or indirectly control the operation of the Station. (b) No later than five (5) business days after the execution and delivery date of this Agreement, Acquiror, Merger Sub Buyer and the Company Seller shall each 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 jointly file a complete and Merger Sub shall deliver to the Company their respective completed portions of the grantable FCC Application. As promptly as practicable, but not later than twenty-one (21) calendar days after the date hereof, the Company Seller and Acquiror Buyer shall jointly file, or cause to be filed, the FCC Application. Acquiror, Merger Sub and the Company shall use their reasonable best efforts to thereafter prosecute the FCC Application in good faith and with due all reasonable diligence in order and otherwise use their best efforts to obtain such the grant of the FCC consent Application as expeditiously as practicable; provided, however, that neither Seller nor Buyer shall have any obligation to satisfy any complainant or the FCC by taking any steps which would have a material adverse effect upon Seller or Buyer or upon any affiliated entity, but neither the expense nor inconvenience to a party of defending against a complainant or an inquiry by the FCC shall be considered a material adverse effect on such party. If the Closing FCC Consent imposes any condition on any party hereto, such party shall not use its best efforts to comply with such condition; provided, however, that no party shall be required to comply with any condition that would have occurred for a material adverse effect upon it or any reason within the initial effective period of the granting of approval by affiliated entity. If reconsideration or judicial review is sought with respect to the FCC of Consent, the FCC Applicationparty or parties affected shall vigorously oppose such efforts for reconsideration or judicial review; provided, and neither Acquiror nor the Company however, that nothing herein shall have terminated be construed to limit either party's right to terminate 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 ApplicationARTICLE 10 (Termination Rights). (bc) Acquiror All FCC filing or grant fees shall be shared equally by Buyer and Seller. Each party shall otherwise bear its own costs and expenses (including the Company shall each pay one-half (1/2fees and disbursements of its counsel) of any FCC fees that may be payable in connection with the filing or granting preparation of approval the portion of the FCC Application. The Company shall pay any cost incurred in connection with complying with the FCC notice Application to be prepared by it and advertisement requirements in connection with the transfer processing and defense of control of the Companythat application.

FCC Application. (a) As promptly as practicable after the execution Each of Purchaser, MMP and delivery of this AgreementSeller shall, 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 within seven Business Days following the date hereof, file with the Company and Acquiror shall jointly file, or cause to be filed, FCC the FCC Application. Acquiror, Merger Sub and ; provided that the Company parties shall use their reasonable best efforts to prosecute cooperate with each other in the preparation of the FCC Application and shall in good faith and with due diligence in order take all reasonable steps necessary to obtain expedite the processing of the FCC Application and to secure such FCC consent consents or approvals as expeditiously as practicable; and provided further that MMP shall cause the FCC Licensee Entities, to the extent deemed reasonably necessary by counsel to Purchaser to join in and provide information in connection with the FCC Application and comply with the immediately preceding provisions and 9.5(b) below. If the Closing shall not have occurred for any reason within the initial effective period periods of the granting of FCC approval by the FCC of the FCC Application, and neither Acquiror nor the Company no party shall have terminated this Agreement pursuant to under Section 9.114, Acquiror and the Company parties shall jointly request and use their respective best efforts to obtain one or more extensions of the effective period periods of such grantgrants. 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.. 45 (b) Acquiror Seller and MMP, as the Company case may be, shall each pay one-half publish (1/2and cause the FCC Licensee Entities to publish) of any the notices required by the FCC fees that may be payable in connection with Rules and Regulations relative to the filing or granting of approval of the FCC Application. The Company shall pay any cost incurred in connection Copies of all applications, documents and papers filed after the date hereof and prior to the Closing, or filed after the Closing with complying respect to the transaction under this Agreement, by Purchaser, Seller, MMP, or the FCC Licensee Entities with the FCC notice shall be mailed to the other simultaneously with the filing of the same with the FCC. Each party shall bear its own costs and advertisement requirements expenses (including the fees and disbursements of its counsel) in connection with the transfer of control preparation of the Companyportion of the application to be prepared by it and in connection with the processing of that application. All filing and grant fees, if any, paid to the FCC, shall be split equally by Purchaser and the Seller. None of the information contained in any filing made by Purchaser or Seller with the FCC with respect to the transaction contemplated by this Agreement shall contain any untrue statement of a material fact.

FCC Application. (a) As promptly The assignment of the Station Licenses as practicable contemplated by this Agreement is subject to the prior consent and approval of the FCC. The FCC Application shall be filed by the Buyer and the Sellers with the FCC within ten days after the execution and delivery signing of this Agreement, Acquiror, Merger Sub . The Sellers and the Company Buyer 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 prosecute the FCC Application. As promptly as practicable, but not later than twenty-one (21) calendar days after the date hereof, the Company Application with all reasonable diligence and Acquiror shall jointly file, or cause to be filed, the FCC Application. Acquiror, Merger Sub and the Company shall otherwise use their reasonable best efforts to prosecute obtain the grant of the FCC Application in good faith and with due diligence in order to obtain such FCC consent as expeditiously as practicable. If the Closing FCC Consent imposes any condition on any party hereto, such party shall use its reasonable best efforts to comply with such condition, including, but not have occurred for limited to, any reason within FCC Consent conditioned upon the initial effective period outcome of a pending FCC rulemaking proceeding. The Buyer shall provide the Sellers, and the Sellers shall provide the Buyer, with a copy of any pleading, order or other document served on it relating to the FCC Application. Neither the Buyer nor the Sellers shall, and each of them shall use its reasonable best efforts not to cause or permit any of its officers, directors, partners or other Affiliates to, take any action which could reasonably be expected to adversely affect the likelihood of the granting of approval by the FCC grant of the FCC ApplicationConsent. If reconsideration or judicial review is sought with respect to the FCC Consent, and neither Acquiror nor the Company party affected shall have terminated 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 Section 9.1, Acquiror and Article 16 hereof. In 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 event that the FCC not to grant approval of denies the FCC Application. (b) Acquiror Application and the Company such denial becomes a Final Order, this Agreement shall each pay one-half (1/2) of any FCC fees that may be payable terminated in connection accordance with the filing or granting express terms and conditions 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 CompanyArticle 16.

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 The assignment of the FCC ApplicationLicenses as contemplated by this Agreement is subject to the prior consent and approval of the FCC. As promptly as practicablePrior to the Closing, but Buyer shall not later than twenty-one directly or indirectly control, supervise, direct, or attempt to control, supervise, or direct, the operations of the Station, and all such operations, including complete control and supervision of all of the Station' programs, employees, and policies, shall be the sole responsibility of Seller until the Closing. (21b) calendar Within five business days after the date hereof, Buyer and Seller shall prepare and jointly file a complete and grantable FCC Application, and the Company and Acquiror parties shall jointly file, or use reasonable efforts to cause to be filed, the FCC Applicationto accept the FCC Application for filing as soon as practicable thereafter. Acquiror, Merger Sub Seller and the Company Buyer shall use their reasonable best efforts to thereafter prosecute the FCC Application in good faith and with due all reasonable diligence in order and otherwise use their best efforts to obtain such the grant of the FCC consent Application as expeditiously as practicable; provided, however, that neither Seller nor Buyer shall have any obligation to satisfy any complainant or the FCC by taking any steps which would have a material adverse effect upon Seller or Buyer or upon any affiliated entity, but neither the expense nor inconvenience to a party of defending against a complainant or an inquiry by the FCC shall be considered a material adverse effect on such party. If the Closing FCC Consent imposes any condition on any party hereto, such party shall not use its best efforts to comply with such condition; provided, however, that no party shall be required to comply with any condition that would have occurred for a material adverse effect upon it or any reason within the initial effective period of the granting of approval affiliated entity. If rehearing, reconsideration or judicial review is sought by a third party or by the FCC of on its own motion with respect to the FCC ApplicationConsent, Buyer and neither Acquiror nor the Company Seller shall have terminated vigorously oppose such efforts for rehearing, reconsideration or judicial review; provided, however, that nothing herein shall be construed to limit either party's right to terminate this Agreement pursuant to Section 9.1, Acquiror and Article 10 (Termination Rights). (c) All FCC filing or grant fees with respect to 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 assignment of the FCC Application. Licenses from Seller to Buyer shall be paid equally by Buyer and Seller. Each party shall otherwise bear its own costs and expenses (bincluding the fees and disbursements of its counsel) 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 preparation of approval the portion of the FCC Application. The Company shall pay any cost incurred in connection with complying with the FCC notice Application to be prepared by it and advertisement requirements in connection with the transfer of control processing and defense of the Companyapplication.

FCC Application. The assignment of the Station Licenses as contemplated by this Agreement is subject to the prior consent and approval of the FCC. The FCC Application will be filed by the Buyer and the Sellers with the FCC within ten (a10) As promptly as practicable after days of the execution and delivery signing of this Agreement, Acquiror, Merger Sub . The Sellers and the Company Buyer 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 prosecute the FCC Application. As promptly as practicable, but not later than twenty-one (21) calendar days after the date hereof, the Company Application with all reasonable diligence and Acquiror shall jointly file, or cause to be filed, the FCC Application. Acquiror, Merger Sub and the Company shall otherwise use their reasonable best efforts to prosecute obtain the grant of the FCC Application in good faith and with due diligence in order to obtain such FCC consent as expeditiously as practicable. If the Closing FCC Consent imposes any condition on any Party hereto, such Party shall use its reasonable best efforts to comply with such condition, including, but not have occurred for limited to, any reason within FCC Consent conditioned upon the initial effective period outcome of a pending FCC rulemaking proceeding. The Buyer will provide the Sellers, and the Sellers will provide the Buyer, with a copy of any pleading, order or other document served on such Person relating to the FCC Application. Neither the Buyer nor the Sellers will, and each of them will use its reasonable best efforts not to cause or permit any of its officers, directors, partners or other Affiliates to, take any action which could reasonably be expected to adversely affect the likelihood of the granting of approval by the FCC grant of the FCC ApplicationConsent. If reconsideration or judicial review is sought with respect to the FCC Consent, and neither Acquiror nor the Company Party affected shall have terminated 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 Section 9.1, Acquiror and Article 16 hereof. In 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 event that the FCC not to grant approval of denies the FCC Application. (b) Acquiror Application and the Company such denial becomes a Final Order, this Agreement shall each pay one-half (1/2) of any FCC fees that may be payable terminated in connection accordance with the filing or granting express terms and conditions of approval Article 16 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 Companythis Agreement.

FCC Application. Seller and Buyer shall execute, file, and diligently prosecute the appropriate application with the FCC (athe “Assignment Application”) As promptly as practicable requesting the FCC’s consent ( “FCC Consent”) to the assignment from Seller to Buyer of the FCC Authorizations pertaining to the Station. The Assignment Application shall be filed not later than ten (10) business days after the date of the execution and delivery of this Agreement. Buyer shall reimburse Seller for one-half of the FCC filing fees paid in connection with the Assignment Application. Buyer and Seller shall be responsible for all of its other costs with respect to the preparation, Acquirorfiling and prosecution of the Assignment Application; provided, Merger Sub however, that neither Buyer nor Seller shall be required to pay consideration to any third party to obtain FCC Consent. Buyer and Seller shall cooperate in good faith to diligently prosecute the Company Assignment Application and otherwise use their commercially reasonable best efforts to obtain the FCC Consent as soon as possible; provided, however, that neither Party shall prepare be required to appear at any trial-type hearing or to participate in a judicial appeal. Buyer and Seller shall oppose any petitions to deny or other objection filed with respect to the Assignment Application to the extent such petition or objection relates to such Party. Neither Buyer nor Seller shall take any intentional action that would, or intentionally fail to take such action the failure of which to take would, reasonably be expected to have the effect of preventing or materially delaying the receipt of FCC Consent. Buyer and Seller shall (i) keep each other informed in all appropriate applications for material respects and on a reasonably timely basis of any material communication received by such Party from, or given by such Party to, the FCC consentwith respect to this Agreement, the Station, the Assignment Application, or the transaction contemplated hereby; (ii) notify each other of all documents filed with or received from the FCC with respect to this Agreement, the Station, the Assignment Application, or the transaction contemplated hereby, and provide each other with copies of all such documents; (iii) furnish each other documents with such information and assistance as the other may reasonably request in connection with their preparation of the Assignment Application and (iv) cooperate in all respects with each other in connection with this Agreement, the Station, the Assignment Applications, or the transaction contemplated hereby and in connection with any investigation or other inquiry by or before the FCC related to the foregoing. Buyer and Seller shall have the right to review in advance, and to the extent practicable each will consult with the other on, all information relating to the other Party that appears in any filing made with, or written materials submitted to, the FCC with respect to this Agreement, the Station, the Assignment Application, or the transaction contemplated hereby. Seller and Buyer agree to cooperate to the extent necessary to obtain the FCC’s extension of the effectiveness of the FCC Consent 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. (a) As promptly The assignments of the FCC Licenses as practicable after contemplated by this Agreement are subject to the execution prior consent and delivery approval of this Agreementthe FCC. Prior to the Closing, AcquirorBuyers shall not directly or indirectly control, Merger Sub and supervise, direct, or attempt to control, supervise, or direct, the Company shall prepare all appropriate applications for FCC consentoperation of the Station, and such other documents operation, including complete control and supervision of all of the Station’s programs, employees, and policies, shall be the sole responsibility of Sellers as may be requiredthe operator of the Station until the Closing, with respect subject to the transfer of control provisions of the Company to Acquiror Time Brokerage Agreement. (collectively, the "FCC Application"). As promptly as practicable thereafter, Acquiror b) Buyers and Merger Sub Sellers shall deliver to the Company their respective completed portions of prepare and jointly file the FCC Application. As promptly as practicable, but not later than twenty-one Applications within five (215) calendar business days after the date hereof, the Company and Acquiror of this Agreement. The Parties shall jointly file, or use commercially reasonable efforts to cause to be filed, the FCC Applicationto accept the FCC Applications for filing as soon as practicable after such filing; provided, however, that neither Sellers nor Buyers shall have any obligation to satisfy any complainant or the FCC by taking any steps which would have a material adverse effect upon BHC, BIC, Licensee or Radio One, but neither the expense nor inconvenience to a Party of defending against a complainant or an inquiry by the FCC shall be considered a material adverse effect on such Party. Acquiror, Merger Sub Buyers and the Company Sellers shall use their reasonable best efforts to thereafter prosecute the FCC Application Applications in good faith and with due all reasonable diligence in order and otherwise use their commercially reasonable efforts to obtain such the grant of the FCC consent Applications as expeditiously as practicable. Neither Party will take any action that it knows, or reasonably believes, would disqualify the FCC Applications. If the Closing shall not have occurred for any reason within the initial effective period of the granting of approval rehearing, reconsideration or judicial review is sought by a third party or by the FCC of on its own motion with respect to the FCC ApplicationConsent, Buyers and neither Acquiror nor the Company Sellers shall have terminated vigorously oppose such efforts for rehearing, reconsideration or judicial review; provided, however, that nothing herein shall be construed to limit either Party’s right to terminate this Agreement pursuant to Section 9.1, Acquiror and the Company Article 11 (Termination Rights). (c) Each Party shall jointly request one or more extensions bear one-half 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 cost of the FCC Application. filing fees for the FCC Applications. Each Party shall bear its own costs and expenses (bincluding the legal fees and disbursements of its counsel) 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 preparation of approval the portion of the FCC Application. The Company shall pay any cost incurred in connection with complying with the FCC notice Applications to be prepared by it and advertisement requirements in connection with the transfer of control processing and defense of the Companyapplication. (d) In the event that a court of competent jurisdiction or governmental, regulatory or administrative agency or commission pursues an order, decree or ruling or takes any other action that seeks to restrain, enjoin or otherwise prohibit the transactions contemplated by this Agreement, Buyers and Sellers shall each use commercially reasonable efforts to oppose and to prevent the issuance of such an order, decree or ruling; provided, however, that nothing herein shall be construed to limit either Party’s right to terminate this Agreement pursuant to Article 11 (Termination Rights).

FCC Application. (ai) As promptly The assignment of the FCC Licenses as practicable contemplated by this Agreement is subject to the prior consent and approval of the FCC. Within five Business Days after the execution and delivery of this Agreement, Acquiror, Merger Sub Buyer and the Company Seller 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 file the FCC Application. As promptly as practicable, but not later than twenty-one (21) calendar days after the date hereof, the Company Seller and Acquiror Buyer shall jointly file, or cause to be filed, the FCC Application. Acquiror, Merger Sub and the Company shall use their reasonable best efforts to thereafter prosecute the FCC Application in good faith with all commercially reasonable diligence and with due diligence in order otherwise use commercially reasonable efforts to obtain such the FCC consent Consent as expeditiously as practicable. If Each party shall promptly provide the Closing shall not have occurred for other with a copy of any reason within the initial effective period of the granting of approval by the FCC of pleading, order or other document served on it relating to the FCC Application, and neither Acquiror nor shall furnish all information required by 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 FCC. (ii) The parties acknowledge that license renewal applications are currently pending for certain of the FCC Application. Licenses. The parties further acknowledge that the FCC generally will not allow the consummation of an acquisition a radio broadcast station if a license renewal application for the station is pending. The parties, however, desire to consummate the transactions contemplated by this Agreement as soon as possible, subject to the terms of this Agreement. In order to ensure that the FCC acts on the FCC Application in the normal course and to allow the parties to consummate the transactions contemplated by this Agreement as soon as possible, Buyer agrees to advise the FCC in writing, either in a letter submitted to the FCC or in the FCC Application itself, of Buyer’s express willingness to abide by the procedures set forth in paragraph 35 of Stockholders of CBS, 11 FCC Rcd 3733, 3750 (b) Acquiror 1995), and to assume the Company shall each pay one-half (1/2) consequences associated with Buyer succeeding to the place of any Seller in such renewal applications. Seller agrees to indemnify Buyer for all Losses relating to FCC fees matters that may be payable arise out of or result from such agreement without regard to the limitations set forth in connection with the filing or granting last sentence 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 CompanySection 7.2(a).

FCC Application. (a) As promptly as practicable after the execution date hereof but in any event no later than twenty (20) days hereafter, the parties hereto shall file with the FCC complete and delivery of this Agreement, Acquiror, Merger Sub and the Company shall prepare all appropriate accurate applications for FCC consent, and such other documents as may be required, with respect requesting its consent to the transfer of control assignment of the Company KEYE Licenses from KBVO License to Acquiror Buyer as contemplated herein, which shall include any necessary waivers (collectively, the "FCC Application"). As promptly as practicable thereafter, Acquiror and Merger Sub shall deliver to The parties hereto will cooperate in the Company their respective completed portions preparation of the FCC Application. As promptly as practicable, but not later than twenty-one Application (21including the furnishing to each other of copies of such application and request prior to filing) calendar days after the date hereof, the Company and Acquiror shall jointly filewill diligently take, or cause to be filedcooperate in the taking of, the FCC Application. Acquirorall necessary and desirable steps, Merger Sub provide any additional information required and the Company shall otherwise use their reasonable best efforts to prosecute the FCC Application in good faith Application, and with due diligence in order to obtain such FCC promptly the requested consent as expeditiously as practicable. If the Closing shall not have occurred for any reason within the initial effective period and approval of the granting FCC to the assignment of approval the KEYE Licenses. Any fees assessed by the FCC incident to the filing or grant of the FCC Application shall be borne by Buyer. The parties hereto shall make available to one another, promptly after the filing thereof, copies of all correspondence, amendments, and reports filed on or prior to the Closing Date with the FCC by any parties hereto, as the case may be, in respect of KEYE. Each party shall notify the other parties hereto in the event it becomes aware of any other facts, actions, communications, or occurrences that might directly or indirectly affect the parties' intent or ability to effect prompt FCC approval of the transactions contemplated by this Agreement. Buyer and Sellers shall oppose any petitions to deny or other objections filed with respect to the FCC Application that are directed to Buyer or Sellers, respectively; PROVIDED, HOWEVER, that neither Buyer nor any Seller shall have any obligation to participate in any evidentiary hearing on the FCC Application. If any of the parties or their subsidiaries are required by the FCC to participate in any evidentiary hearing on the FCC Application, and neither Acquiror nor such party, at its option, by written notice of termination to the Company shall have terminated other parties, may terminate this Agreement; PROVIDED, HOWEVER, that the terminating party may not so terminate this Agreement pursuant to Section 9.1, Acquiror and the Company shall jointly request one if it or more extensions any of the effective period its Affiliates are in material default under any provision 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 Applicationthis Agreement. (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.