Common use of FCC Application Clause in Contracts

FCC Application. Not later than ten (10) calendar days after the date of the exercise of the Option, ---------------- Seller and Buyer shall file with the FCC substantially complete applications (the “FCC Applications”) seeking the FCC’s consent to the assignment of the FCC Licenses from Seller to Buyer and Buyer’s assumption thereof (the “FCC Consent”). Seller and Buyer shall diligently and promptly take all actions necessary, or desirable and proper, ------- to prosecute the FCC Applications expeditiously. Seller shall timely publish and/or broadcast the notices required by the rules and regulations of the FCC pertaining to the FCC Applications. Seller and Buyer shall cooperate with each other in the preparation and prosecution of the FCC Applications. Seller and Buyer shall provide to each other copies of any and all petitions and pleadings filed by any third party, and copies of any and all correspondence and orders received from the FCC, with respect to any of the FCC Applications. In the event that the FCC imposes any condition upon Buyer or Seller with respect to any FCC Applications, the party subject to such condition shall use its best efforts to comply therewith; provided, however, that the party -------- ------- subject to such condition shall not be required to take any action which would have a Material Adverse Effect on such party or any Affiliate of such party. Buyer shall not enter into any agreement or transactions to acquire any other broadcast properties or stations in the Phoenix, Arizona market, nor shall Buyer take any other action, including but not limited to, entering into a time brokerage agreement, local marketing agreement, or joint sales agreement, which could have the effect of delaying action by the FCC upon the FCC Applications or the consummation of the transactions contemplated hereby. Buyer and Seller shall oppose any petitions to deny or other objections filed with respect to any applications for the FCC Consent and any requests for reconsideration or judicial review of the FCC Consent and otherwise use their commercially reasonable efforts to cause the FCC Order to become a Final Action as soon as practicable. If the Closing shall not have occurred for any reason within the original effective period of the FCC Consent, and neither party shall have terminated this Agreement under Section 10, the parties shall jointly request an extension of the effective period of the FCC Consent. No extension of the FCC Consent shall limit the right of any party to exercise its rights under Section 12.

FCC Application. Not later than ten (10i) calendar days after the date of the exercise of the Option, ---------------- Seller and Buyer shall file with the FCC substantially complete applications (the “FCC Applications”) seeking the FCC’s consent to the The assignment of the FCC Licenses from Seller as contemplated by this Agreement is subject to the prior consent and approval of the FCC. Within 10 Business Days after execution of this Agreement, Buyer and Buyer’s assumption thereof (Seller shall file the “FCC Consent”)Application. Seller and Buyer shall diligently and promptly take all actions necessary, or desirable and proper, ------- to thereafter prosecute the FCC Applications expeditiously. Seller shall timely publish and/or broadcast the notices required by the rules and regulations of the FCC pertaining to the FCC Applications. Seller and Buyer shall cooperate Application with each other in the preparation and prosecution of the FCC Applications. Seller and Buyer shall provide to each other copies of any and all petitions and pleadings filed by any third party, and copies of any and all correspondence and orders received from the FCC, with respect to any of the FCC Applications. In the event that the FCC imposes any condition upon Buyer or Seller with respect to any FCC Applications, the party subject to such condition shall use its best efforts to comply therewith; provided, however, that the party -------- ------- subject to such condition shall not be required to take any action which would have a Material Adverse Effect on such party or any Affiliate of such party. Buyer shall not enter into any agreement or transactions to acquire any other broadcast properties or stations in the Phoenix, Arizona market, nor shall Buyer take any other action, including but not limited to, entering into a time brokerage agreement, local marketing agreement, or joint sales agreement, which could have the effect of delaying action by the FCC upon the FCC Applications or the consummation of the transactions contemplated hereby. Buyer and Seller shall oppose any petitions to deny or other objections filed with respect to any applications for the FCC Consent and any requests for reconsideration or judicial review of the FCC Consent commercially reasonable diligence and otherwise use their commercially reasonable efforts to cause obtain the FCC Order Consent as expeditiously as practicable. Each party shall promptly provide the other with a copy of any pleading, order or other document served on it relating to become the FCC Application, and shall furnish all information required by the FCC. (ii) The parties acknowledge that license renewal applications are currently pending for the FCC Licenses. The parties further acknowledge that the FCC generally will not allow the consummation of an acquisition a Final Action 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 practicablepossible, subject to the terms of this Agreement. If the Closing shall not have occurred for any reason within the original effective period of In order to ensure that the FCC Consentacts 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 (1995), and neither party shall have terminated this Agreement under to assume the consequences associated with Buyer succeeding to the place of Seller in such renewal applications. Seller agrees to indemnify Buyer for all Losses relating to FCC matters that may arise out of or result from such agreement without regard to the limitations set forth in the last sentence of 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 exercise its rights under Section 127.2(a).

FCC Application. Not The assignment of the Station Licenses as contemplated by this Agreement is subject to the prior consent of the FCC. Upon Buyer's three (3) business days' prior written notice to Seller, but in any event no later than ten thirty (1030) calendar days after the date of the exercise of the Optionthis Agreement, ---------------- whether or not such notice is given, Buyer and 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”)Application. Seller and Buyer shall diligently and promptly take all actions necessary, or desirable and proper, ------- to thereafter prosecute the FCC Applications expeditiously. Seller shall timely publish and/or broadcast Application with all reasonable diligence and otherwise use commercially reasonable efforts to obtain the notices required by the rules and regulations grant of the FCC pertaining to the FCC Applications. Seller and Buyer shall cooperate with each other in the preparation and prosecution of the FCC Applications. Seller and Buyer shall provide to each other copies of any and all petitions and pleadings filed by any third party, and copies of any and all correspondence and orders received from the FCC, with respect to any of the FCC Applications. In the event that the FCC imposes any condition upon Buyer or Seller with respect to any FCC Applications, the party subject to such condition shall use its best efforts to comply therewithApplication as expeditiously as practicable; provided, however, that neither Seller nor Buyer shall have any obligation to satisfy any third party (including but not limited to a petitioner or complainant) or the party -------- ------- subject to such condition shall not be required to take FCC by taking any action steps which would have a Material Adverse Effect 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 petition to deny or other third party complaint or an inquiry by the FCC shall be considered a material adverse effect on such 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 Affiliate of such partyaffiliated entity. Buyer shall not enter into any agreement or transactions to acquire any other broadcast properties or stations in the Phoenix, Arizona market, nor shall Buyer take any other action, including but not limited to, entering into a time brokerage agreement, local marketing agreement, or joint sales agreement, which could have the effect of delaying action by the FCC upon the FCC Applications or the consummation of the transactions contemplated hereby. Buyer and Seller shall oppose any petitions to deny or other objections filed with respect to any applications for If the FCC Consent and imposes any requests for condition on any party hereto, such party shall use commercially reasonable 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 affiliated entity. If reconsideration or judicial review of the FCC Consent and otherwise use their commercially reasonable efforts is sought with respect to cause the FCC Order to become a Final Action as soon as practicable. If the Closing shall not have occurred for any reason within the original effective period of the FCC Consent, and neither the party affected shall have terminated vigorously oppose such reconsideration or judicial review; provided, however, that nothing herein shall be construed to limit either party's right to terminate this Agreement under Section 10, the parties shall jointly request an extension of the effective period of the FCC Consent. No extension of the FCC Consent shall limit the right of any party pursuant to exercise its rights under Section 12Article 17 hereof.

FCC Application. Not (a) As soon as possible (but in no event later than ten (10) calendar business days after the date of the exercise of the Option, ---------------- this Agreement) Seller shall cause Ring and Buyer shall cause Salem to file an application with the FCC substantially complete applications (the “"FCC Applications”Application") seeking requesting the FCC’s 's written consent to the assignment of the FCC Licenses Authorizations from Seller Ring to Buyer and Buyer’s assumption thereof (Salem immediately following the “FCC Consent”)Closing. Seller and Buyer shall diligently and promptly take all actions necessarysteps, or desirable and proper, ------- to prosecute the FCC Applications expeditiously. Seller shall timely publish and/or broadcast the notices required by the rules and regulations of the FCC pertaining to the FCC Applications. Seller and Buyer shall cooperate with each other in cause Salem to diligently take all steps that are necessary, proper or desirable to expedite the preparation and prosecution of the FCC Applications. Seller and Buyer shall provide Application to each other copies of any and all petitions and pleadings filed by any third party, and copies of any and all correspondence and orders received from the FCC, with respect to any of the FCC Applications. In the event that the FCC imposes any condition upon Buyer or Seller with respect to any FCC Applications, the party subject to such condition shall use its best efforts to comply therewith; provided, however, that the party -------- ------- subject to such condition shall not be required to take any action which would have a Material Adverse Effect on such party or any Affiliate of such party. Buyer shall not enter into any agreement or transactions to acquire any other broadcast properties or stations in the Phoenix, Arizona market, nor shall Buyer take any other action, including but not limited to, entering into a time brokerage agreement, local marketing agreement, or joint sales agreement, which could have the effect of delaying action by the FCC upon the FCC Applications or the consummation of the transactions contemplated hereby. Buyer and Seller shall oppose any petitions to deny or other objections filed with respect to any applications for obtain the FCC Consent without any conditions materially adverse to Ring or Salem or the Station and any requests for reconsideration or judicial review of the FCC Consent and otherwise use their commercially reasonable efforts to cause the FCC Order Consent to become a Final Action as soon as practicablewithout any such conditions. If the Closing Seller shall not have occurred for promptly provide Buyer with a copy of any reason within the original effective period of pleading, order or other document served on Seller or Ring relating to the FCC ConsentApplication, shall furnish all information required by the FCC, and neither party shall have terminated this Agreement under Section 10, the parties shall jointly request an extension of the effective period of be represented at all meetings or hearings scheduled to consider the FCC ConsentApplication. No extension Buyer shall promptly provide Seller with a copy of any pleading, order or other document served on it or Salem relating to the FCC Consent Application and shall limit furnish and shall cause Salem to furnish all information required by the right FCC. Buyer and Salem shall be represented at all meetings or hearings scheduled to consider the FCC Application. (b) The FCC staff's initial grant of any party consent to exercise its rights under Section 12the FCC Application is referred to herein as the "FCC Consent."

FCC Application. Not The assignment of the Station Licenses as contemplated by this Agreement is subject to the prior consent and approval of the FCC. No later than ten five (105) calendar business days after the date of the exercise of the Optionthis Agreement, ---------------- Buyer and 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”)Application. Seller and Buyer shall diligently and promptly take all actions necessary, or desirable and proper, ------- to thereafter prosecute the FCC Applications expeditiously. Seller shall timely publish and/or broadcast Application with all reasonable diligence and otherwise use their best efforts to obtain the notices required by the rules and regulations grant of the FCC pertaining Application as expeditiously as practicable and shall diligently oppose any objections to, appeals from or petitions to the FCC Applications. Seller and Buyer shall cooperate with each other in the preparation and prosecution reconsider such approval of the FCC Applications. Seller and Buyer shall provide to each other copies of any and all petitions and pleadings filed by any third party, and copies of any and all correspondence and orders received from the FCC, with respect to any of the FCC Applications. In the event end that the FCC imposes any condition upon Buyer or Seller Consent and a Final Order with respect to any FCC Applications, the party subject to such condition shall use its best efforts to comply therewiththereto may be obtained as soon as practicable; provided, however, that neither Seller nor Buyer shall have any obligation to satisfy any complainant or the party -------- ------- subject to such condition shall not be required to take FCC by taking any action steps which would have a Material Adverse Effect 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 or any Affiliate of such party. Buyer shall not enter into any agreement or transactions to acquire any other broadcast properties or stations in If the Phoenix, Arizona market, nor shall Buyer take any other action, including but not limited to, entering into a time brokerage agreement, local marketing agreement, or joint sales agreement, which could have the effect of delaying action FCC Application has been designated for hearing by the FCC upon the FCC Applications FCC, either Buyer or the consummation of the transactions contemplated herebySeller may elect to terminate this Agreement pursuant to Article 17 hereof. Buyer and Seller covenant that neither of them shall oppose knowingly take any petitions action that such party knows or has reason to deny 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 or materially delay the FCC Consent from becoming a Finax Xxder, or which would result in the imposition of a Material Adverse Condition, such party shall promptly notify the other objections filed with respect party thereof in writing and both parties shall cooperate to any applications for take all steps necessary or desirable to resolve the matter expeditiously and to obtain the FCC Consent and any requests for reconsideration or judicial review the Final Order without the imposition of the FCC Consent and otherwise use their commercially reasonable efforts to cause the FCC Order to become a Final Action Material Adverse Condition so long as soon as practicable. If the Closing shall such steps would not have occurred for a material adverse effect upon Seller or Buyer or any reason within the original effective period of the FCC Consent, and neither party shall have terminated this Agreement under Section 10, the parties shall jointly request an extension of the effective period of the FCC Consent. No extension of the FCC Consent shall limit the right of any party to exercise its rights under Section 12affiliated entity.

FCC Application. Not The assignment of the Station Licenses as contemplated by this Agreement is subject to the prior consent of the FCC. Upon Seller's three (3) business days' prior written notice to Buyer, but in any event, no later than ten thirty (1030) calendar days after the date of the exercise of the Optionthis Agreement whether or not such notice is given, ---------------- Buyer and 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”)Application. Seller and Buyer shall diligently and promptly take all actions necessary, or desirable and proper, ------- to thereafter prosecute the FCC Applications expeditiously. Seller shall timely publish and/or broadcast the notices required by the rules and regulations of the FCC pertaining to the FCC Applications. Seller and Buyer shall cooperate Application with each other in the preparation and prosecution of the FCC Applications. Seller and Buyer shall provide to each other copies of any and all petitions and pleadings filed by any third party, and copies of any and all correspondence and orders received from the FCC, with respect to any of the FCC Applications. In the event that the FCC imposes any condition upon Buyer or Seller with respect to any FCC Applications, the party subject to such condition shall use its best efforts to comply therewith; provided, however, that the party -------- ------- subject to such condition shall not be required to take any action which would have a Material Adverse Effect on such party or any Affiliate of such party. Buyer shall not enter into any agreement or transactions to acquire any other broadcast properties or stations in the Phoenix, Arizona market, nor shall Buyer take any other action, including but not limited to, entering into a time brokerage agreement, local marketing agreement, or joint sales agreement, which could have the effect of delaying action by the FCC upon the FCC Applications or the consummation of the transactions contemplated hereby. Buyer and Seller shall oppose any petitions to deny or other objections filed with respect to any applications for the FCC Consent and any requests for reconsideration or judicial review of the FCC Consent reasonable diligence and otherwise use their commercially reasonable efforts to cause obtain the grant of the FCC Order to become a Final Action Application as soon expeditiously as practicable; provided, however, that neither Seller nor Buyer shall have any obligation to satisfy any 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 Seller or Buyer or upon any affiliated entity, but neither the expense nor inconvenience to a party of defending against a petition to deny or other third party complaint or an inquiry by the FCC shall be considered a material adverse effect on such 7 -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 Closing FCC Consent imposes any condition on any party hereto, such party shall not use commercially reasonable 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 original effective period of affiliated entity. If reconsideration or judicial review is sought with respect to the FCC Consent, and neither the party affected shall have terminated vigorously oppose such reconsideration or judicial review; provided, however, that nothing herein shall be construed to limit either party's right to terminate this Agreement under Section 10, the parties shall jointly request an extension of the effective period of the FCC Consent. No extension of the FCC Consent shall limit the right of any party pursuant to exercise its rights under Section 12Article 17 hereof.

FCC Application. Not later than ten (10) calendar days after --------------- the date of the exercise of the Option, ---------------- Seller and Buyer shall file with the FCC substantially complete applications (the “"FCC Applications”") seeking the FCC’s 's consent to the assignment of the FCC Licenses from Seller to Buyer and Buyer’s 's assumption thereof (the “"FCC Consent”"). Seller and Buyer shall diligently and promptly take all actions necessary, or desirable and proper, ------- to prosecute the FCC Applications expeditiously. Seller shall timely publish and/or broadcast the notices required by the rules and regulations of the FCC pertaining to the FCC Applications. Seller and Buyer shall cooperate with each other in the preparation and prosecution of the FCC Applications. Seller and Buyer shall provide to each other copies of any and all petitions and pleadings filed by any third party, and copies of any and all correspondence and orders received from the FCC, with respect to any of the FCC Applications. In the event that the FCC imposes any condition upon Buyer or Seller with respect to any FCC Applications, the party subject to such condition shall use its best efforts to comply therewith; provided, however, that the party -------- ------- subject to such condition shall not be required to take any action which would have a Material Adverse Effect on such party or any Affiliate of such party. Buyer shall not enter into any agreement or transactions to acquire any other broadcast properties or stations in the Phoenix, Arizona market, nor shall Buyer take any other action, including but not limited to, entering into a time brokerage agreement, local marketing agreement, or joint sales agreement, which could have the effect of delaying action by the FCC upon the FCC Applications or the consummation of the transactions contemplated hereby. Buyer and Seller shall oppose any petitions to deny or other objections filed with respect to any applications for the FCC Consent and any requests for reconsideration or judicial review of the FCC Consent and otherwise use their commercially reasonable efforts to cause the FCC Order to become a Final Action as soon as practicable. If the Closing shall not have occurred for any reason within the original effective period of the FCC Consent, and neither party shall have terminated this Agreement under Section 10, the parties shall jointly request an extension of the effective period of the FCC Consent. No extension of the FCC Consent shall limit the right of any party to exercise its rights under Section 12.

FCC Application. Not As soon as reasonably practicable (but in no event later than ten five (105) calendar business days after the date of the exercise of the Option, ---------------- this Agreement) Seller and Buyer shall file an application with the FCC substantially complete applications (the “FCC Applications”) seeking requesting the FCC’s 's written consent to the assignment of the FCC Licenses License from Seller to Buyer and Buyer’s assumption thereof (the “FCC Consent”)pursuant to this Agreement. Seller and Buyer shall diligently thereafter prosecute such application with commercially reasonable diligence and otherwise use their commercially reasonable efforts to obtain a favorable conclusion with regard to such application. Each party shall promptly take provide the other with a copy of any pleading, order or other document served on it relating to such applications, shall furnish all actions necessary, or desirable and proper, ------- to prosecute the FCC Applications expeditiously. Seller shall timely publish and/or broadcast the notices information required by the rules FCC, and regulations shall be represented at all meetings or hearings scheduled to consider such applications. The FCC's written consent to the assignment of the FCC pertaining License contemplated hereby is referred to herein as the "FCC Applications. CONSENT." Seller and Buyer shall cooperate each agree to comply with each other in the preparation and prosecution of the FCC Applications. Seller and Buyer shall provide to each other copies of any and all petitions and pleadings filed condition imposed on them by any third partyFCC Consent, and copies of any and all correspondence and orders received from the FCC, with respect to any of the FCC Applications. In the event except that the FCC imposes any condition upon Buyer or Seller with respect to any FCC Applications, the party subject to such condition neither shall use its best efforts to comply therewith; provided, however, that the party -------- ------- subject to such condition shall not be required to take any action which would have comply with a Material Adverse Effect on condition if such condition requires such party to divest any of its direct or any Affiliate of such party. Buyer shall not enter into any agreement or transactions to acquire any other broadcast properties or stations in the Phoenix, Arizona market, nor shall Buyer take any other action, including but not limited to, entering into a time brokerage agreement, local marketing agreement, or joint sales agreement, which could have the effect of delaying action by the FCC upon the FCC Applications or the consummation of the transactions contemplated herebyindirect assets. Buyer and Seller shall oppose any petitions to deny or other objections filed with respect to the application for any applications for the FCC Consent and any requests for reconsideration or judicial review of the any FCC Consent and otherwise use their commercially reasonable efforts to cause the FCC Order to become a Final Action as soon as practicableConsent. If the Closing shall not have occurred for any reason within the original effective period of the any FCC Consent, and neither party shall have terminated this Agreement pursuant to its right under Section 10SECTION 10.1 hereof, the parties shall jointly request an extension of the effective period of the such FCC Consent. No extension of the effective period of any FCC Consent shall limit the exercise by either party of its right of any party to exercise its rights terminate the Agreement under Section 12SECTION 10.1 hereof.

FCC Application. Not (a) As soon as possible (but in no event later than ten (10) seven calendar days after the date of the exercise of the Option, ---------------- this Agreement) Seller and Buyer shall file an application with the FCC substantially complete applications (the “"FCC Applications”Application") seeking requesting the FCC’s 's written consent to the assignment of the FCC Licenses from Seller to Buyer and Buyer’s assumption thereof (the “FCC Consent”)pursuant to this Agreement. Seller and Buyer shall diligently and promptly take all actions steps that are necessary, proper or desirable and proper, ------- to prosecute expedite the FCC Applications expeditiously. Seller shall timely publish and/or broadcast the notices required by the rules and regulations of the FCC pertaining to the FCC Applications. Seller and Buyer shall cooperate with each other in the preparation and prosecution of the FCC ApplicationsApplication to a favorable conclusion. Seller and Buyer Each party shall promptly provide to each the other copies with a copy of any and pleading, order or other document served on it relating to the FCC Application, shall furnish all petitions and pleadings filed information required by any third party, and copies of any and all correspondence and orders received from the FCC, and shall be represented at all meetings or hearings scheduled to consider the FCC Application. The FCC's written consent to the FCC Application is referred to herein as the "FCC Consent." (b) Notwithstanding anything herein to the contrary, (i) Closing is subject to the condition (the "Divestiture Condition") that Buyer assign either the FCC licenses and authorizations with respect to any WNAC (the "WNAC Licenses") or its right to acquire the Station hereunder (as provided by Section 11.1) to an FCC qualified assignee who will not (by reason of attributable ownership interests) directly or indirectly adversely affect the FCC Applications. In the event that the FCC imposes any condition upon parties' ability to consummate Closing or limit ownership or acquisition by Buyer or Seller of other stations (including without limitation radio stations in the Providence market) or otherwise adversely affect either party under the FCC's multiple ownership rules (a "Qualified Assignee"); (ii) Buyer shall use commercially reasonable efforts to satisfy the Divestiture Condition as soon as possible, including without limitation by filing (or causing to be filed) with the FCC as soon as possible a complete application (including a definitive agreement) to assign either the WNAC Licenses or the Station to a Qualified Assignee (the "Divestiture Application") and thereafter diligently prosecuting (or causing to be prosecuted) such application and keeping Seller fully informed with respect to thereto; (iii) if the Divestiture Condition is not satisfied and Closing does not occur by September 8, 2001 then Seller may terminate this Agreement at any FCC Applications, the party subject to such condition shall use its best efforts to comply therewithtime within sixty (60) days thereafter; provided, however, that if the party -------- ------- subject to Divestiture Application is filed by March 8, 2001 and thereafter diligently prosecuted and on file but not granted as of September 8, 2001, then such condition shall termination right by Seller may not be required to take any action which would have a Material Adverse Effect on such party or any Affiliate of such party. Buyer shall not enter into any agreement or transactions to acquire any other broadcast properties or stations in exercised until the Phoenixsixty (60) day period following March 8, Arizona market, nor shall Buyer take any other action, including but not limited to, entering into a time brokerage agreement, local marketing agreement, or joint sales agreement, which could have the effect of delaying action by the FCC upon the FCC Applications or the consummation of the transactions contemplated hereby. Buyer and Seller shall oppose any petitions to deny or other objections filed with respect to any applications for the FCC Consent and any requests for reconsideration or judicial review of the FCC Consent and otherwise use their commercially reasonable efforts to cause the FCC Order to become a Final Action as soon as practicable. If the Closing shall not have occurred for any reason within the original effective period of the FCC Consent, and neither party shall have terminated this Agreement under Section 10, the parties shall jointly request an extension of the effective period of the FCC Consent. No extension of the FCC Consent shall limit the right of any party to exercise its rights under Section 122002.