Common use of FCC Applications Clause in Contracts

FCC Applications. (a) As promptly as practicable and in any event within five Business Days after the execution and delivery of this Agreement, the Sellers shall prepare and deliver to Purchaser Seller's completed portion of all appropriate applications for FCC approval, and such other documents as may be required, with respect to the assignment of licenses of Sellers to Purchaser (collectively, the "FCC Applications"). As promptly as practicable and in any event within five Business Days after the execution and delivery of this Agreement, the Purchaser shall prepare and deliver to the Sellers, the Purchaser's portion of all appropriate FCC Applications. As soon as practical after the execution and delivery of this Agreement, the parties shall file, or cause to be filed, the FCC Applications. If the Closing shall not have occurred for any reason within any applicable initial consummation period relating to the FCC's grant of the FCC Applications, and neither Sellers nor Purchaser shall have terminated this Agreement pursuant to Section 8.1, Purchaser and Sellers shall jointly request one or more extensions of the consummation period of such grant. No party hereto shall knowingly take, or fail to take, any action if the intent or reasonably anticipated consequence of such action or failure to act is, or would be, to cause the FCC not to grant approval of the FCC Applications or materially delay either such approval or the consummation of the assignment of licences and the Customer Base of the Sellers. (b) Purchaser and Sellers shall cooperate to determine a plan to expeditiously obtain applicable governmental approvals, clearances, consents and authorizations necessary to effectuate the Contemplated Transactions. Subject to the determination of such plan, as promptly as practicable and in any event within five Business Days after the execution and delivery of this Agreement, the Sellers shall prepare and deliver to Purchaser Sellers' portions of all required applications for approval by State PUCs, and such other documents as may be required, with respect to the assignment of licenses and Customer Base of the Sellers (collectively, the "State PUC Applications"). As promptly as practicable and in any event within five Business Days after the execution and delivery of this Agreement, the Purchaser shall prepare and deliver to Sellers Purchaser's portion of all appropriate State PUC Applications. Subject to the first sentence of this Section 5.8(b), as soon as practicable after the execution and delivery of this Agreement, the parties shall file, or cause to be filed, the State PUC Applications. If the Closing shall not have occurred for any reason within any applicable consummation period relating to any State PUC's grant of any State PUC Application, and neither Purchaser nor the Sellers shall have terminated this Agreement pursuant to Section 8.1, Purchaser and Sellers shall jointly request one or more extensions of the consummation period of such grant. No party hereto shall knowingly take, or fail to take, any action if the intent or reasonably anticipated consequence of such action or failure to act is, or would be, to cause any State PUC not to grant approval of any State PUC Application or materially delay either such approval or the consummation of the assignment of licenses and Customer Base of Sellers. (c) The Company and Purchaser shall each pay one-half of any FCC fees that may be payable in connection with the filing or granting of approval of the FCC Applications. Except as set forth in the immediately preceding sentence, each of Purchaser and the Sellers shall bear its own expenses in connection with the preparation and prosecution of the FCC Applications and the State PUC Applications. Purchaser and Sellers shall each use their reasonable best efforts to prosecute the FCC Applications and the State PUC Applications in good faith and with due diligence before the FCC and the State PUCs and in connection therewith shall take such action or actions as may be necessary or reasonably required in connection with the FCC Applications and the State PUC Applications, including furnishing to the FCC and the State PUCs any documents, materials or other information requested by the FCC and the State PUCs in order to obtain such approvals as expeditiously as practicable.

FCC Applications. (a) As promptly as practicable and in any event within five Business Days after the execution and delivery of this Agreement, Acquisition and the Sellers Company shall prepare and deliver to Purchaser Seller's completed portion of all appropriate applications for FCC approval, and such other documents as may be required, with respect to the assignment transfer of licenses control of Sellers the Company to Purchaser Acquisition (collectively, the "FCC Applications"). As promptly as practicable and in any event within five Business Days after the following execution and delivery of this Agreement, the Purchaser Company shall prepare and deliver to the Sellers, the Purchaser's Acquisition its completed portion of all appropriate the FCC Applications. As soon as practical after Not later than the execution and fifth business day following the delivery of this Agreementthe FCC Applications to Acquisition, the parties Acquisition shall file, or cause to be filed, the FCC Applications. If the Closing shall not have occurred for any reason within any applicable initial consummation period relating to the FCC's grant of the FCC Applications, and neither Sellers Acquisition nor Purchaser the Company shall have terminated this Agreement pursuant to Section 8.19.1, Purchaser Acquisition and Sellers the Company shall jointly request one or more extensions of the consummation period of such grant. No party hereto shall knowingly take, or fail to take, any action if the intent or reasonably anticipated consequence of such action or failure to act is, or would be, to cause the FCC not to grant approval of the FCC Applications or materially delay either such approval or the consummation of the assignment transfer of licences and the Customer Base control of the SellersCompany. (b) Purchaser and Sellers shall cooperate to determine a plan to expeditiously obtain applicable governmental approvals, clearances, consents and authorizations necessary to effectuate the Contemplated Transactions. Subject to the determination of such plan, as As promptly as practicable and in any event within five Business Days after the execution and delivery of this Agreement, Acquisition and the Sellers Company shall prepare and deliver to Purchaser Sellers' portions of all required applications for approval by State PUCs, and such other documents as may be required, with respect to the assignment transfer of licenses and Customer Base control of the Sellers Company (collectively, the "State PUC Applications"). As promptly as practicable and in any event within five Business Days after Not later than the twentieth business day following execution and delivery of this Agreement, the Purchaser Company shall prepare and deliver to Sellers Purchaser's Acquisition its completed portion of all appropriate the State PUC Applications. Subject to Not later than the first sentence of this Section 5.8(b), as soon as practicable after the thirtieth business day following execution and delivery of this Agreement, Acquisition and the parties Company shall file, or cause to be filed, the State PUC Applications. If the Closing shall not have occurred for any reason within any applicable consummation period relating to any State PUC's grant of any State PUC Application, and neither Purchaser Acquisition nor the Sellers Company shall have terminated this Agreement pursuant to Section 8.19.1, Purchaser Acquisition and Sellers the Company shall jointly request one or more extensions of the consummation period of such grant. No party hereto shall knowingly take, or fail to take, any action if the intent or reasonably anticipated consequence of such action or failure to act is, or would be, to cause any State PUC not to grant approval of any State PUC Application or materially delay either such approval or the consummation of the assignment transfer of licenses and Customer Base control of Sellersthe Company. (c) The Acquisition and the Company and Purchaser 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 Applications. Except as set forth in the immediately preceding sentence, each Each of Purchaser Acquisition and the Sellers Company shall bear its own expenses in connection with the preparation and prosecution of the FCC Applications and the State PUC Applications. Purchaser Acquisition and Sellers the Company shall each use their reasonable its best efforts to prosecute the FCC Applications and the State PUC Applications in good faith and with due diligence before the FCC and the State PUCs and in connection therewith shall take such action or actions as may be necessary or reasonably required in connection with the FCC Applications and the State PUC Applications, including furnishing to the FCC and the State PUCs any documents, materials or other information requested by the FCC and the State PUCs in order to obtain such approvals as expeditiously as practicable.

FCC Applications. (a) As promptly as practicable Sellers and in any event within five Business Days after the execution and delivery of this Agreement, the Sellers Buyer shall prepare and deliver to Purchaser Seller's completed portion of all appropriate applications for FCC approval, and such other documents as may be required, with respect to the assignment of licenses of Sellers to Purchaser (collectively, the "FCC Applications"). As promptly as practicable and in any event within five Business Days after the execution and delivery of this Agreement, the Purchaser shall prepare and deliver to the Sellers, the Purchaser's portion of all appropriate FCC Applications. As soon as practical after the execution and delivery of this Agreement, the parties shall file, or cause to be filed, the FCC Applications. If the Closing shall not have occurred for any reason within any applicable initial consummation period relating to the FCC's grant of the FCC Applications, and neither Sellers nor Purchaser shall have terminated this Agreement pursuant to Section 8.1, Purchaser and Sellers shall jointly request one or more extensions of the consummation period of such grant. No party hereto shall knowingly take, or fail to take, any action if the intent or reasonably anticipated consequence of such action or failure to act is, or would be, to cause the FCC not to grant approval of the FCC Applications or materially delay either such approval or the consummation of the assignment of licences and the Customer Base of the Sellers. (b) Purchaser and Sellers shall cooperate to determine a plan to expeditiously obtain applicable governmental approvals, clearances, consents and authorizations necessary to effectuate the Contemplated Transactions. Subject to the determination of such plan, as promptly as practicable and in any event within five Business Days after the execution and delivery of this Agreement, the Sellers shall prepare and deliver to Purchaser Sellers' portions of all required applications for approval by State PUCs, and such other documents as may be required, with respect to the assignment of licenses and Customer Base of the Sellers (collectively, the "State PUC Applications"). As promptly as practicable and in any event within five Business Days after the execution and delivery of this Agreement, the Purchaser shall prepare and deliver to Sellers Purchaser's portion of all appropriate State PUC Applications. Subject to the first sentence of this Section 5.8(b), as soon as practicable after the execution and delivery of this Agreement, the parties shall file, or cause to be filed, the State PUC Applications. If the Closing shall not have occurred for any reason within any applicable consummation period relating to any State PUC's grant of any State PUC Application, and neither Purchaser nor the Sellers shall have terminated this Agreement pursuant to Section 8.1, Purchaser and Sellers shall jointly request one or more extensions of the consummation period of such grant. No party hereto shall knowingly take, or fail to take, any action if the intent or reasonably anticipated consequence of such action or failure to act is, or would be, to cause any State PUC not to grant approval of any State PUC Application or materially delay either such approval or the consummation of the assignment of licenses and Customer Base of Sellers. (c) The Company and Purchaser shall each pay one-half of any FCC fees that may be payable in connection with the filing or granting of approval of the FCC Applications. Except as set forth in the immediately preceding sentence, each of Purchaser and the Sellers shall bear its own expenses in connection with the preparation and prosecution of the FCC Applications and the State PUC Applications. Purchaser and Sellers shall each use their reasonable best efforts to file with the FCC the requisite applications for consent to the transfer of control of the Partnerships to Buyer and such other applications for the transactions contemplated hereunder (including any applications in connection with assignments to Buyer of the FCC Licenses) (the "FCC Applications") within ten (10) business days following the date of this Agreement and Buyer shall, to the extent deemed necessary, file temporary waiver requests with such applications for the purposes of coming into compliance with the FCC's local ownership limitations. Buyer shall have the right to make such amendments to the FCC Applications and waiver requests as shall be necessary to reflect changes that may occur in the structure of Buyer, for a period of fifteen (15) days following the date on which the FCC Applications are accepted for filing by the FCC, provided that Buyer remains qualified to be the assignee of the Stations and provided that any such changes do not materially adversely impact such waiver requests. Thereafter, Sellers and Buyer shall prosecute the FCC Applications and with reasonable best efforts to obtain the State PUC Applications in good faith and with due diligence before the FCC and the State PUCs and in connection therewith shall take such action or actions as may be necessary or reasonably required in connection with grant of the FCC Applications and as expeditiously as practicable (but neither Sellers nor Buyer shall have any obligation to satisfy complainants or the State PUC ApplicationsFCC by taking any steps which would have a material adverse effect upon Sellers or Buyer or upon any affiliated entity). If the FCC Consents impose any condition on any party hereto, including furnishing such party shall use its reasonable best efforts to comply with such condition; provided, however, that no party hereto shall be required hereunder to comply with any condition that would have a material adverse effect upon it or any affiliated entity. The parties hereto acknowledge that, in the event the FCC Consents impose conditions precedent to the effectiveness of the FCC Consents, the parties hereto shall not effectuate the Closing without first having satisfied such conditions precedent. If reconsideration or judicial review is sought with respect to the FCC and Consents, the State PUCs party affected shall vigorously oppose such efforts for reconsideration or judicial review; provided, however, that nothing herein shall be construed to limit any documents, materials or other information requested by the FCC and the State PUCs in order party's right to obtain such approvals as expeditiously as practicableterminate this Agreement pursuant to Article 18 hereof.