Common use of FCC Application Clause in Contracts

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 (10) days of the signing of this Agreement. The Sellers and the Buyers shall prosecute the FCC Application with all reasonable diligence and otherwise use their reasonable best efforts to obtain the grant of the FCC Application as expeditiously as practicable 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 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 to cause or permit any of its officers, directors, partners or other affiliates to, take any action which could reasonably be expected to materially and adversely affect the likelihood of the grant of any FCC Consent. 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. 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 Upon Buyer's three (103) business days' prior written notice to Seller, but in any event no later than thirty (30) days of after the signing date of this Agreement, whether or not such notice is given, Buyer and Seller shall file the FCC Application. The Sellers Seller and the Buyers Buyer shall thereafter prosecute the FCC Application with all reasonable diligence and otherwise use their commercially reasonable best efforts to obtain the grant of the FCC Application as expeditiously as practicable including the filing of this Agreement as an amendment to the prior filingpracticable; provided, however, that neither the Sellers Seller nor the Buyers Buyer shall have any obligation to satisfy any complainant third party (including but not limited to a petitioner or complainant) or the FCC by taking any steps which would have a material adverse effect upon the Sellers Seller or the Buyers Buyer or upon any Affiliate of the Buyers or the Sellersaffiliated entity, but neither the expense nor inconvenience to a Party party of defending against a complainant petition to deny or other third party complaint or an inquiry by the FCC shall be considered a material adverse effect on such Partyparty. Each party will promptly provide the other party with a copy of any pleading, order, or other document sent or received by it relating to the FCC Application. Each party shall make whatever amendments or submissions are required or requested by the FCC or otherwise necessary to secure FCC Consent; provided however, that such amendment or response does not have a material adverse effect on such party or any affiliated entity. If the FCC Consent imposes any condition on any Party party hereto, such Party party shall use its commercially reasonable best efforts to comply with such condition; provided, however, that no Party 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 to cause or permit any of its officers, directors, partners or other affiliates to, take any action which could reasonably be expected to materially and adversely affect the likelihood of the grant of any FCC Consentaffiliated entity. If reconsideration or judicial review is sought with respect to the FCC Consent, the Party party affected shall vigorously oppose such efforts for reconsideration or judicial review; provided, however, that nothing herein shall be construed to limit either Partyparty's right to terminate this Agreement pursuant to Article 16 17 hereof.

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 Buyer and the Sellers with the FCC within ten (10) days of the signing of this Agreement. The Sellers and the Buyers Buyer shall prosecute the FCC Application with all reasonable diligence and otherwise use their reasonable best efforts to obtain the grant of the FCC Application as expeditiously as practicable 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 Partypracticable. If the FCC Consent imposes any condition on any Party hereto, such Party shall use its reasonable best efforts to comply with such condition; provided, howeverincluding, that no Party shall be required to comply with but not limited to, any condition that would have FCC Consent conditioned upon the outcome of a material adverse effect upon it or any of its Affiliatespending FCC rulemaking proceeding. The Buyers Buyer will provide the Sellers, and the Sellers will provide the BuyersBuyer, with a copy of any pleading, order or other document served on such Person relating to any the FCC Application. Neither the Buyers 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 Affiliates to, take any action which could reasonably be expected to materially and adversely affect the likelihood of the grant of any the FCC Consent. 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. In the event that the FCC denies the FCC Application and such denial becomes a Final Order, this Agreement shall be terminated in accordance with the express terms and conditions of Article 16 of this Agreement.

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 No later than five (5) business days after the Buyers and the Sellers with the FCC within ten (10) days of the signing date of this Agreement, Buyer and Seller shall file the FCC Application. The Sellers Seller and the Buyers Buyer shall thereafter prosecute the FCC Application with all reasonable diligence and otherwise use their reasonable best efforts to obtain the grant of the FCC Application as expeditiously as practicable including and shall diligently oppose any objections to, appeals from or petitions to reconsider such approval of the filing of this Agreement as an amendment FCC, to the prior filingend that the FCC Consent and a Final Order with respect thereto may be obtained as soon as practicable; provided, however, that neither the Sellers Seller nor the Buyers Buyer 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 Seller or the Buyers Buyer or upon any Affiliate of the Buyers or the Sellersaffiliated entity, but neither the expense nor inconvenience to a Party party of defending against a complainant or an inquiry by the FCC shall be considered a material adverse effect on such Partyparty. If the FCC Consent imposes any condition on any Party heretoApplication has been designated for hearing by the FCC, such Party shall use its reasonable best efforts either Buyer or Seller may elect to comply with such condition; provided, however, terminate this Agreement pursuant to Article 17 hereof. Buyer and Seller covenant 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 neither of them will use its reasonable best efforts not to cause or permit any of its officers, directors, partners or other affiliates to, shall knowingly take any action that such party knows or has reason to know would materially and adversely affect or materially delay issuance of the FCC Consent or materially and adversely affect or materially delay the FCC Consent becoming a Final Order, unless such action is requested by the FCC or its staff or is required by the FCC's rules or policies. Should Buyer or Seller become aware of any facts which could reasonably be expected to materially and adversely affect the likelihood of the grant of any FCC Consent. If reconsideration or judicial review is sought with respect to materially delay the FCC ConsentConsent from becoming a Finax Xxder, or which would result in the Party affected imposition of a Material Adverse Condition, such party shall vigorously oppose promptly notify the other party thereof in writing and both parties shall cooperate to take all steps necessary or desirable to resolve the matter expeditiously and to obtain the FCC Consent and the Final Order without the imposition of a Material Adverse Condition so long as such efforts for reconsideration steps would not have a material adverse effect upon Seller 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 hereofBuyer or any affiliated entity.

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 shall be filed by the Buyers Buyer and the Sellers with the FCC within ten (10) days of after the signing of this Agreement. The Sellers and the Buyers Buyer shall prosecute the FCC Application with all reasonable diligence and otherwise use their reasonable best efforts to obtain the grant of the FCC Application as expeditiously as practicable 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 Partypracticable. If the FCC Consent imposes any condition on any Party party hereto, such Party party shall use its reasonable best efforts to comply with such condition; provided, howeverincluding, that no Party shall be required to comply with but not limited to, any condition that would have FCC Consent conditioned upon the outcome of a material adverse effect upon it or any of its Affiliatespending FCC rulemaking proceeding. The Buyers will Buyer shall provide the Sellers, and the Sellers will shall provide the BuyersBuyer, with a copy of any pleading, order or other document served on such Person it relating to any the FCC Application. Neither the Buyers Buyer nor the Sellers willshall, and each of them will shall use its reasonable best efforts not to cause or permit any of its officers, directors, partners or other affiliates Affiliates to, take any action which could reasonably be expected to materially and adversely affect the likelihood of the grant of any the FCC Consent. If reconsideration or judicial review is sought with respect to the FCC Consent, the Party party affected shall vigorously oppose such efforts for reconsideration or judicial review; provided, however, that nothing herein shall be construed to limit either Partyparty's right to terminate this Agreement pursuant to Article 16 hereof. In the event that the FCC denies the FCC Application and such denial becomes a Final Order, this Agreement shall be terminated in accordance with the express terms and conditions of Article 16.

FCC Application. The As promptly as practicable after the date hereof but in any event no later than twenty (20) days hereafter, the parties hereto shall file with the FCC complete and accurate applications requesting its consent to the assignment of the Station KEYE Licenses from KBVO License to Buyer as contemplated by this Agreement is subject herein, which shall include any necessary waivers (the "FCC Application"). The parties hereto will cooperate in the preparation of the FCC Application (including the furnishing to each other of copies of such application and request prior to filing) and will diligently take, or cooperate in the prior taking of, all necessary and desirable steps, provide any additional information required and otherwise use their efforts to prosecute the FCC Application, and to obtain promptly the requested consent and approval of the FCCFCC to the assignment of the KEYE Licenses. The FCC Application will be filed Any fees assessed by the Buyers and FCC incident to the Sellers with the FCC within ten (10) days of the signing of this Agreement. The Sellers and the Buyers shall prosecute the FCC Application with all reasonable diligence and otherwise use their reasonable best efforts to obtain the filing or grant of the FCC Application as expeditiously as practicable including shall be borne by Buyer. The parties hereto shall make available to one another, promptly after the filing thereof, copies of this Agreement as an amendment all correspondence, amendments, and reports filed on or prior to the prior filingClosing 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; providedPROVIDED, howeverHOWEVER, that neither the Sellers Buyer nor the Buyers any Seller shall have any obligation to satisfy participate in any complainant or evidentiary hearing on the FCC by taking Application. If any steps which would have a material adverse effect upon the Sellers or the Buyers or upon any Affiliate of the Buyers parties or the Sellers, but neither the expense nor inconvenience to a Party of defending against a complainant or an inquiry their subsidiaries are required by the FCC shall be considered a material adverse effect to participate in any evidentiary hearing on such Party. If the FCC Consent imposes any condition on any Party heretoApplication, such Party shall use party, at its reasonable best efforts option, by written notice of termination to comply with such conditionthe other parties, may terminate this Agreement; providedPROVIDED, howeverHOWEVER, that no Party shall be required to comply with any condition that would have a material adverse effect upon the terminating party may not so terminate this Agreement if it or any of its Affiliates. The Buyers will provide the Sellers, and the Sellers will provide the Buyers, with a copy Affiliates are in material default under any provision 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 to cause or permit any of its officers, directors, partners or other affiliates to, take any action which could reasonably be expected to materially and adversely affect the likelihood of the grant of any FCC Consent. 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 hereofAgreement.

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 Upon Seller's three (3) business days' prior written notice to Buyer, but in any event, no later than thirty (30) days after the Buyers date of this Agreement whether or not such notice is given, Buyer and the Sellers with Seller shall file the FCC within ten (10) days of the signing of this AgreementApplication. The Sellers Seller and the Buyers Buyer shall thereafter prosecute the FCC Application with all reasonable diligence and otherwise use their commercially reasonable best efforts to obtain the grant of the FCC Application as expeditiously as practicable including the filing of this Agreement as an amendment to the prior filingpracticable; provided, however, that neither the Sellers Seller nor the Buyers Buyer shall have any obligation to satisfy any complainant third party (including but not limited to a petitioner or complainant) or the FCC by taking any steps which would have a material adverse effect upon the Sellers Seller or the Buyers Buyer or upon any Affiliate of the Buyers or the Sellersaffiliated entity, but neither the expense nor inconvenience to a Party party of defending against a complainant petition to deny or other third party complaint or an inquiry by the FCC shall be considered a material adverse effect on such Party7 -6- party. Each party will promptly provide the other party with a copy of any pleading, order, or other document sent or received by it relating to the FCC Application. Each party shall make whatever amendments or submissions are required or requested by the FCC or otherwise necessary to secure FCC Consent; provided however, that such amendment or response does not have a material adverse effect on such party or any affiliated entity. If the FCC Consent imposes any condition on any Party party hereto, such Party party shall use its commercially reasonable best efforts to comply with such condition; provided, however, that no Party 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 to cause or permit any of its officers, directors, partners or other affiliates to, take any action which could reasonably be expected to materially and adversely affect the likelihood of the grant of any FCC Consentaffiliated entity. If reconsideration or judicial review is sought with respect to the FCC Consent, the Party party affected shall vigorously oppose such efforts for reconsideration or judicial review; provided, however, that nothing herein shall be construed to limit either Partyparty's right to terminate this Agreement pursuant to Article 16 17 hereof.

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 WWYZ, its shareholders and the Sellers with the FCC Buyer shall within ten (10) business days following the date of this Agreement file with the FCC the requisite applications (the "FCC Applications") for the transfer of control of the signing Companies' FCC licenses (the "Station Licenses") from the shareholders of this Agreement. The Sellers WWYZ to the Buyer and the Buyers shall to prosecute the FCC Application Applications with all reasonable diligence and otherwise use their reasonable best efforts to obtain the grant of the FCC Application Applications as expeditiously as practicable including the filing of this Agreement as an amendment to the prior filing; provided, however, that (but neither the Sellers nor the Buyers Buyer shall have any obligation to satisfy any complainant complainants or the FCC by taking any steps which would have a material adverse effect upon the Sellers or the Buyers Buyer 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 Partyaffiliated entity). If the FCC Consent imposes any condition on any Party either party hereto, such Party party shall use his or its reasonable best efforts to comply with such condition; provided, however, that no Party neither party shall be required hereunder to comply with any condition that would have a material adverse effect upon it Sellers, the Buyer, or SFX or any direct or indirect subsidiary of its Affiliates. The Buyers will provide SFX; and provided further, that the Buyer is not obligated to accept any conditions that are imposed which arise out of the actions, inactions or misconduct of 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 to cause or permit any of its officers, directors, partners or other affiliates to, take any action which could reasonably be expected to materially and adversely affect the likelihood of the grant of any FCC Consent. If reconsideration or judicial review is sought with respect to the FCC Consent, the Party party affected shall vigorously oppose such efforts for reconsideration or judicial review; provided, however, that nothing herein shall be construed to limit either Partyparty's right to terminate this Agreement pursuant to Article 16 hereof. SFX shall take all necessary action to cause Buyer to meet its obligations under this Section 4.2 and Section 4.3 following.

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 Not later than ten (10) calendar days after the date of the signing exercise of this Agreementthe 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”). The Sellers Seller and the Buyers Buyer shall diligently and promptly take all actions necessary, or desirable and proper, ------- to prosecute the FCC Application 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 reasonable diligence petitions and otherwise 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 their reasonable its best efforts to obtain the grant of the FCC Application as expeditiously as practicable including the filing of this Agreement as an amendment to the prior filingcomply therewith; provided, however, that neither the Sellers nor the Buyers party -------- ------- subject to such condition shall have not be required to take any obligation to satisfy any complainant or the FCC by taking any steps action which would have a material adverse effect upon the Sellers Material Adverse Effect on such party or the Buyers or upon any Affiliate of such party. Buyer shall not enter into any agreement or transactions to acquire any other broadcast properties or stations in the Buyers 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 Sellers, but neither the expense nor inconvenience to a Party effect of defending against a complainant or an inquiry delaying action by the FCC upon the FCC Applications or the consummation of the transactions contemplated hereby. Buyer and Seller shall be considered a material adverse effect on such Party. If oppose any petitions to deny or other objections filed with respect to any applications for the FCC Consent imposes and 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 to cause or permit any of its officers, directors, partners or other affiliates to, take any action which could reasonably be expected to materially and adversely affect the likelihood of the grant of any FCC Consent. If requests for reconsideration or judicial review is sought with respect 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, the Party affected and neither party 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 have terminated this Agreement pursuant 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 any party to Article 16 hereofexercise its rights under Section 12.

FCC Application. The assignment of Seller and Buyer shall execute, file, and diligently prosecute 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 appropriate application with the FCC within (the “Assignment Application”) 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 signing execution of this Agreement. The Sellers and the Buyers Buyer shall prosecute the FCC Application with all reasonable diligence and otherwise use their reasonable best efforts to obtain the grant reimburse Seller for one-half of the FCC Application as expeditiously as practicable including filing fees paid in connection with the filing Assignment Application. Buyer and Seller shall be responsible for all of this Agreement as an amendment its other costs with respect to the prior filingpreparation, filing and prosecution of the Assignment Application; provided, however, that neither the Sellers Buyer 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 Seller shall be considered a material adverse effect on such Partyrequired to pay consideration to any third party to obtain FCC Consent. If Buyer and Seller shall cooperate in good faith to diligently prosecute the FCC Consent imposes any condition on any Party hereto, such Party shall Assignment Application and otherwise use its their commercially reasonable best efforts to comply with such conditionobtain the FCC Consent as soon as possible; provided, however, that no neither Party shall be required to comply with appear at any condition that would have trial-type hearing or to participate in a material adverse effect upon it or judicial appeal. Buyer and Seller shall oppose any of its Affiliates. The Buyers will provide the Sellers, and the Sellers will provide the Buyers, with a copy of any pleading, order petitions to deny or other document served on objection filed with respect to the Assignment Application to the extent such Person relating petition or objection relates to any FCC Applicationsuch Party. Neither the Buyers 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, Seller shall take any intentional action that would, or intentionally fail to take such action the failure of which could to take would, reasonably be expected to have the effect of preventing or materially and adversely affect delaying the likelihood receipt of the grant of any FCC Consent. If reconsideration Buyer and Seller shall (i) keep each other informed in all material respects and on a reasonably timely basis of any material communication received by such Party from, or judicial review is sought given by such Party to, the FCC with 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 Consentwith respect to this Agreement, the Party affected Station, the Assignment Application, or the transaction contemplated hereby, and provide each other with copies of all such documents; (iii) furnish each other 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 vigorously oppose such efforts for reconsideration or judicial review; provided, however, that nothing herein shall be construed to limit either Party's have the right to terminate 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 pursuant Agreement, the Station, the Assignment Application, or the transaction contemplated hereby. Seller and Buyer agree to Article 16 hereofcooperate to the extent necessary to obtain the FCC’s extension of the effectiveness of the FCC Consent as may be required.

FCC Application. The As soon as reasonably practicable (but in no event later than five (5) business days after the date of this Agreement) Seller and Buyer shall file an application with the FCC requesting the FCC's written consent to the assignment of the Station Licenses as contemplated by this Agreement is subject FCC License from Seller 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 (10) days of the signing of Buyer pursuant to this Agreement. The Sellers Seller and the Buyers Buyer shall thereafter prosecute the FCC Application such application with all commercially reasonable diligence and otherwise use their commercially reasonable best efforts to obtain the grant of the FCC Application as expeditiously as practicable including the filing of this Agreement as an amendment a favorable conclusion with regard to the prior filing; provided, however, that neither the Sellers nor the Buyers such application. Each party 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 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 promptly provide the Sellers, and the Sellers will provide the Buyers, other with a copy of any pleading, order or other document served on such Person it relating to such applications, shall furnish all information required by the FCC, and shall be represented at all meetings or hearings scheduled to consider such applications. The FCC's written consent to the assignment of the FCC License contemplated hereby is referred to herein as the "FCC CONSENT." Seller and Buyer each agree to comply with any condition imposed on them by any FCC Application. Neither the Buyers nor the Sellers willConsent, and each of them will use its reasonable best efforts not except that neither shall be required to cause or permit comply with a condition if such condition requires such party to divest any of its officers, directors, partners direct or indirect assets. Buyer and Seller shall oppose any petitions to deny or other affiliates to, take objections filed with respect to the application for any action which could reasonably be expected to materially FCC Consent and adversely affect the likelihood of the grant any requests for reconsideration or review of any FCC Consent. If reconsideration or judicial review is sought with respect to the Closing shall not have occurred for any reason within the original effective period of any FCC Consent, the Party affected and neither party 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 have terminated this Agreement pursuant to Article 16 its right under SECTION 10.1 hereof, the parties shall jointly request an extension of the effective period of such FCC Consent. No extension of the effective period of any FCC Consent shall limit the exercise by either party of its right to terminate the Agreement under SECTION 10.1 hereof.