Common use of FCC Approval Clause in Contracts

FCC Approval. (a) The consummation of the transactions contemplated hereby is subject to the prior consent and approval of the FCC. Buyer and Seller shall jointly file with the FCC one or more applications (the “FCC Applications”) requesting (i) FCC consent to the assignment of the FCC Licenses to Buyer and (ii) to the extent necessary, the Waiver (to be prepared by Buyer for Buyer’s portion of the FCC Applications) within ten (10) Business Days after the execution of this Agreement. FCC consent to the FCC Applications with respect to the FCC Licenses and grant of the Waiver, each without any material adverse conditions other than those of general applicability, are referred to collectively herein as the “FCC Consent.” Buyer and Seller shall each pay its own expenses in connection with the preparation and prosecution of the FCC Applications and shall share any filing fee(s) associated with the FCC Applications equally; provided, however, that neither Buyer nor Seller shall be required to pay consideration to any third party to obtain FCC Consent, except as contemplated in this Section 5.1(a). Seller and Buyer shall diligently prosecute the FCC Applications before the FCC, including opposing any petitions to deny filed against the FCC Applications to the extent that any such petition or objection relates to such party. Each party shall promptly provide to the other party a copy of any pleading, order or other document served on them or a copy of any formal inquiry or request by the FCC or the substance of any informal FCC inquiry relating to any such FCC Application. Other than as contemplated herein, 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 materially delaying the receipt of the FCC Consent. Without limiting the foregoing, Buyer shall not enter into or commit to become a party to any local marketing agreement, time brokerage agreement, joint sales agreement, shared services agreement, management services agreement, news sharing agreement or other similar Contract with any broadcast television station in the Market prior to Closing. (b) If required by the FCC staff, Seller agrees that, to the extent reasonably necessary to expedite the grant of the FCC Application with respect to each Station, Seller shall enter into customary tolling, assignment and assumption or similar agreements with the FCC to extend the statute of limitations for the FCC to determine or impose a forfeiture penalty against such Station in connection with (i) any pending complaints that such Station aired programming that contained obscene, indecent or profane material or (ii) any other enforcement matters against such Station with respect to which the FCC may permit Seller to enter into a tolling, assignment or assumption agreement; provided, that Seller shall not be required to enter into any escrow agreement or otherwise agree to fund any escrow. Buyer and Seller shall consult in good faith with each other prior to Seller entering into any such tolling, assignment or assumption agreement under this Section 5.1(b). (c) Without limiting the provisions of Section 5.1(a) or Section 5.1(b), each party hereto covenants and agrees to use commercially reasonable efforts to eliminate impediments and to obtain all necessary consents under the Communications Act that may be required by the FCC or any other Governmental Authority having competent jurisdiction so as to enable the parties to consummate the transactions contemplated hereunder as promptly as practicable, including (i) filing amendments or modifications of the FCC Applications, as may be requested by the FCC, (ii) taking such other actions with respect to the FCC as may be reasonably necessary in connection with the transactions contemplated hereby and

FCC Approval. (a) The consummation of Notwithstanding any provision to the transactions contemplated hereby is contrary herein, Option Holder’s rights under this Agreement are subject to the prior consent Communications Act of 1934, as amended, and approval the rules, regulations and published policies of the FCC. Buyer and Seller . (b) As soon as reasonably practicable, but in no event later than five business days after Option Holder’s delivery of the Exercise Notice, the parties shall jointly file an application (the “Assignment Application”) with the FCC one or more applications (requesting the “FCC Applications”) requesting (i) FCC FCC’s written consent to the assignment of the FCC Licenses from Grantor to Buyer Option Holder, including, as applicable, any waiver of such FCC Rules (a “Waiver Request”). In addition, each party hereto covenants and agrees to (i) prepare, file and prosecute any alternative application, petition, motion, request (including any Waiver Request) or other filing (including, upon the request of Option Holder, any motion for leave to withdraw or dismiss any Assignment Application or other filing made by the parties in connection with the transactions contemplated by this Agreement) (collectively, the “Additional Applications” and, together with the Assignment Application, the “FCC Applications”); (ii) file any amendment or modification to the extent necessary, the Waiver (to be prepared by Buyer for Buyer’s portion of the FCC Applications; (iii) within ten provide to Option Holder any information, documents or other materials reasonably requested by Option Holder in connection with the preparation of any such FCC Applications, including without limitation any Waiver Request, (10iv) Business Days after prosecute the execution of this Agreement. FCC consent Applications with commercially reasonable diligence and otherwise use their commercially reasonable efforts to obtain a favorable conclusion with regard to the FCC Applications Applications; (v) otherwise take any other action with respect to the FCC Licenses and grant of the Waiver, each without any material adverse conditions other than those of general applicability, are referred to collectively herein as the “FCC Consent.” Buyer and Seller shall each pay its own expenses may be reasonably necessary or reasonably requested by Option Holder in connection with the preparation transactions contemplated hereby; and prosecution (vi) cooperate in good faith with the other party with respect to the foregoing covenants, all as may be determined by Option Holder to be reasonably necessary or appropriate or advisable in order to consummate the transactions contemplated hereby upon the exercise of the FCC Applications and shall share any filing fee(s) associated with the FCC Applications equally; provided, however, that neither Buyer nor Seller shall be required to pay consideration to any third party to obtain FCC Consent, except as contemplated in this Section 5.1(a). Seller and Buyer shall diligently prosecute the FCC Applications before the FCC, including opposing any petitions to deny filed against the FCC Applications to the extent that any such petition or objection relates to such partyOption. Each party shall promptly provide to the other party with a copy of any pleading, order or other document served on them or a copy of any formal inquiry or request by it relating to the FCC or the substance of any informal FCC inquiry relating to any such FCC Application. Other than as contemplated hereinApplications, 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 materially delaying the receipt of the FCC Consent. Without limiting the foregoing, Buyer shall not enter into or commit to become a party to any local marketing agreement, time brokerage agreement, joint sales agreement, shared services agreement, management services agreement, news sharing agreement or other similar Contract with any broadcast television station in the Market prior to Closing. (b) If furnish all information required by the FCC staff, Seller agrees that, and shall be represented at all meetings or hearings scheduled to consider the FCC Application. The FCC’s written consent to the extent reasonably necessary to expedite the grant assignment of the FCC Application Licenses contemplated hereby is referred to herein as the “FCC Consent.” The parties each agree to comply with respect to each Stationany condition imposed on them by any FCC Consent, Seller except that no party shall enter into customary tolling, assignment and assumption or similar agreements with the FCC to extend the statute of limitations for the FCC to determine or impose a forfeiture penalty against such Station in connection with (i) any pending complaints that such Station aired programming that contained obscene, indecent or profane material or (ii) any other enforcement matters against such Station with respect to which the FCC may permit Seller to enter into a tolling, assignment or assumption agreement; provided, that Seller shall not be required to enter into comply with a condition if such condition requires such party to divest any escrow agreement of its direct or otherwise agree indirect assets. The parties shall oppose any petitions to fund any escrow. Buyer and Seller shall consult in good faith with each deny or other prior to Seller entering into any such tolling, assignment or assumption agreement under this Section 5.1(b). (c) Without limiting the provisions of Section 5.1(a) or Section 5.1(b), each party hereto covenants and agrees to use commercially reasonable efforts to eliminate impediments and to obtain all necessary consents under the Communications Act that may be required by the FCC or any other Governmental Authority having competent jurisdiction so as to enable the parties to consummate the transactions contemplated hereunder as promptly as practicable, including (i) filing amendments or modifications of the FCC Applications, as may be requested by the FCC, (ii) taking such other actions objections filed with respect to the application for any FCC as may be reasonably necessary in connection with the transactions contemplated hereby andConsent and any requests for reconsideration or review of any FCC Consent.

FCC Approval. (a) The Each of the FCC Parties shall use its reasonable best efforts to file the FCC applications seeking the FCC Approval, with the exception of the FCC application seeking FCC approval for transfer of control of the TVCC Lease, on or before the date that is 30 days after the Possible Offer Announcement or such later date as the FCC Parties may mutually agree. Each of the FCC Parties shall file the FCC application seeking the FCC Approval for transfer of control of the TVCC Lease at such time as is determined by Xxxxxxxxx. Each of the FCC Parties shall use its reasonable best efforts to prosecute the FCC applications and obtain the FCC Approvals, cooperate in providing all information requested by the FCC and take all steps reasonably necessary or appropriate to prepare, file and prosecute such applications and obtain the FCC Approvals in each case in accordance with the terms and conditions set forth in this Section 8.3 and subject at all times to the terms and conditions set forth in Section 8.2. If any Person petitions the FCC to deny or otherwise challenges the applications for the FCC Approvals or any other application filed or amended to effectuate the purposes of this Agreement, the Stock Purchase Agreement or the consummation of the transactions contemplated hereby is subject to Transactions, or in the prior consent and approval of the FCC. Buyer and Seller shall jointly file with event the FCC one or more grants the applications (the “FCC Applications”) requesting (i) FCC consent to the assignment of for the FCC Licenses Approvals or any other application filed or amended to Buyer and (ii) to effectuate the extent necessary, the Waiver (to be prepared by Buyer for Buyer’s portion of the FCC Applications) within ten (10) Business Days after the execution purposes of this Agreement. FCC consent to , or the FCC Applications with respect to Stock Purchase Agreement or the FCC Licenses and grant consummation of the WaiverTransactions and any Person petitions for stay, each without any material adverse conditions other than those review or reconsideration of general applicability, are referred to collectively herein as the “FCC Consent.” Buyer and Seller shall each pay its own expenses in connection with the preparation and prosecution of the FCC Applications and shall share any filing fee(s) associated with the FCC Applications equally; provided, however, that neither Buyer nor Seller shall be required to pay consideration to any third party to obtain FCC Consent, except as contemplated in this Section 5.1(a). Seller and Buyer shall diligently prosecute the FCC Applications such grant before the FCC, including opposing any petitions to deny filed against or seeks judicial stay or review of such grant, then each of the FCC Applications Parties shall use its reasonable best efforts to the extent that any oppose such petition or objection relates challenge before the FCC and vigorously defend the grant of such applications by the FCC diligently and in good faith, provided that the FCC Parties shall not have any obligation to participate in any evidentiary hearing on any such application. Should the FCC deny any such application or grant any such application subject to material adverse conditions, each of the FCC Parties shall utilize its reasonable best efforts to secure timely reconsideration or review of such denial or conditions, provided that the FCC Parties shall not have any obligation to participate in any evidentiary hearing on any such denial or imposition of conditions. The FCC Parties shall give each other a reasonable opportunity to review any and all pleadings, documents, applications and other materials filed by the FCC Parties with respect to any of the foregoing prior to its filing, provided that no such filing will be made without the prior review and approval of Harbinger, and further provided that if the Company or any of its Subsidiaries is required to be a party to such partyfiling, the Company shall be reasonably satisfied with the factual statements therein relating to the Company or any of its Subsidiaries, as the case may be. Each party The FCC Parties shall promptly provide to the each other party a copy copies of any pleading, order or other document served on them or a copy of any formal inquiry or request by the FCC or the substance of any informal FCC inquiry relating to any such FCC Application. Other than as contemplated herein, 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 materially delaying the receipt of the FCC Consent. Without limiting the foregoing, Buyer shall not enter into or commit to become a party to any local marketing agreement, time brokerage agreement, joint sales agreement, shared services agreement, management services agreement, news sharing agreement or other similar Contract with any broadcast television station in the Market prior to Closing. (b) If required by the FCC staff, Seller agrees that, to the extent reasonably necessary to expedite the grant of the FCC Application with respect to each Station, Seller shall enter into customary tolling, assignment and assumption or similar agreements all material communications with the FCC related to extend the statute of limitations applications for the FCC Approval and provide to determine or impose each other a forfeiture penalty against such Station in connection reasonable opportunity to contribute to and review any and all pleadings, documents, applications and other materials filed with (i) any pending complaints that such Station aired programming that contained obscene, indecent or profane material or (ii) any other enforcement matters against such Station with respect to which the FCC may permit Seller by each other. If consummation of the Transactions referred to enter into a tollingin Section 8.1(i) to (iv) above or otherwise contemplated by this Agreement or the Stock Purchase Agreement requires the approval of Industry Canada and other Authorities in Canada including the Competition Bureau and Investment Canada, assignment or assumption agreement; providedthe obligations of Harbinger and the Company under this Article VIII shall apply mutatis mutandis to applications, that Seller shall not be pleadings, documents and other materials and communications required to enter into any escrow agreement or otherwise be filed with Industry Canada. The FCC Parties further agree to fund any escrow. Buyer and Seller shall consult in good faith with each other prior to Seller entering into any such tolling, assignment or assumption agreement under this Section 5.1(b). (c) Without limiting the provisions of Section 5.1(a) or Section 5.1(b), each party hereto covenants and agrees to that they will use commercially their reasonable best efforts to eliminate impediments assist in any further applications that Harbinger or its Affiliates may make in the future with FCC and to obtain all necessary consents under the Communications Act that may be required by the FCC or any other Governmental Authority having competent jurisdiction so as to enable the parties to consummate the transactions contemplated hereunder as promptly as practicable, including (i) filing amendments or modifications of the FCC Applications, as may be requested by the FCC, (ii) taking such other actions with respect Industry Canada relating to the FCC as may be reasonably necessary in connection with the transactions contemplated hereby andParties.

FCC Approval. (a) The Each of the FCC Parties shall use its reasonable best efforts to file the FCC applications seeking the FCC Approval, with the exception of the FCC application seeking FCC approval for transfer of control of the TVCC Lease, on or before the date that is 30 days after the Possible Offer Announcement or such later date as the FCC Parties may mutually agree. Each of the FCC Parties shall file the FCC application seeking the FCC Approval for transfer of control of the TVCC Lease at such time as is determined by Harbinger. Each of the FCC Parties shall use its reasonable best efforts to prosecute the FCC applications and obtain the FCC Approvals, cooperate in providing all information requested by the FCC and take all steps reasonably necessary or appropriate to prepare, file and prosecute such applications and obtain the FCC Approvals in each case in accordance with the terms and conditions set forth in this Section 8.3 and subject at all times to the terms and conditions set forth in Section 8.2. If any Person petitions the FCC to deny or otherwise challenges the applications for the FCC Approvals or any other application filed or amended to effectuate the purposes of this Agreement, the Stock Purchase Agreement or the consummation of the transactions contemplated hereby is subject to Transactions, or in the prior consent and approval of the FCC. Buyer and Seller shall jointly file with event the FCC one or more grants the applications (the “FCC Applications”) requesting (i) FCC consent to the assignment of for the FCC Licenses Approvals or any other application filed or amended to Buyer and (ii) to effectuate the extent necessary, the Waiver (to be prepared by Buyer for Buyer’s portion of the FCC Applications) within ten (10) Business Days after the execution purposes of this Agreement. FCC consent to , or the FCC Applications with respect to Stock Purchase Agreement or the FCC Licenses and grant consummation of the WaiverTransactions and any Person petitions for stay, each without any material adverse conditions other than those review or reconsideration of general applicability, are referred to collectively herein as the “FCC Consent.” Buyer and Seller shall each pay its own expenses in connection with the preparation and prosecution of the FCC Applications and shall share any filing fee(s) associated with the FCC Applications equally; provided, however, that neither Buyer nor Seller shall be required to pay consideration to any third party to obtain FCC Consent, except as contemplated in this Section 5.1(a). Seller and Buyer shall diligently prosecute the FCC Applications such grant before the FCC, including opposing any petitions to deny filed against or seeks judicial stay or review of such grant, then each of the FCC Applications Parties shall use its reasonable best efforts to the extent that any oppose such petition or objection relates challenge before the FCC and vigorously defend the grant of such applications by the FCC diligently and in good faith, provided that the FCC Parties shall not have any obligation to participate in any evidentiary hearing on any such application. Should the FCC deny any such application or grant any such application subject to material adverse conditions, each of the FCC Parties shall utilize its reasonable best efforts to secure timely reconsideration or review of such denial or conditions, provided that the FCC Parties shall not have any obligation to participate in any evidentiary hearing on any such denial or imposition of conditions. The FCC Parties shall give each other a reasonable opportunity to review any and all pleadings, documents, applications and other materials filed by the FCC Parties with respect to any of the foregoing prior to its filing, provided that no such filing will be made without the prior review and approval of Harbinger, and further provided that if the Company or any of its Subsidiaries is required to be a party to such partyfiling, the Company shall be reasonably satisfied with the factual statements therein relating to the Company or any of its Subsidiaries, as the case may be. Each party The FCC Parties shall promptly provide to the each other party a copy copies of any pleading, order or other document served on them or a copy of any formal inquiry or request by the FCC or the substance of any informal FCC inquiry relating to any such FCC Application. Other than as contemplated herein, 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 materially delaying the receipt of the FCC Consent. Without limiting the foregoing, Buyer shall not enter into or commit to become a party to any local marketing agreement, time brokerage agreement, joint sales agreement, shared services agreement, management services agreement, news sharing agreement or other similar Contract with any broadcast television station in the Market prior to Closing. (b) If required by the FCC staff, Seller agrees that, to the extent reasonably necessary to expedite the grant of the FCC Application with respect to each Station, Seller shall enter into customary tolling, assignment and assumption or similar agreements all material communications with the FCC related to extend the statute of limitations applications for the FCC Approval and provide to determine or impose each other a forfeiture penalty against such Station in connection reasonable opportunity to contribute to and review any and all pleadings, documents, applications and other materials filed with (i) any pending complaints that such Station aired programming that contained obscene, indecent or profane material or (ii) any other enforcement matters against such Station with respect to which the FCC may permit Seller by each other. If consummation of the Transactions referred to enter into a tollingin Section 8.1(i) to (iv) above or otherwise contemplated by this Agreement or the Stock Purchase Agreement requires the approval of Industry Canada and other Authorities in Canada including the Competition Bureau and Investment Canada, assignment or assumption agreement; providedthe obligations of Harbinger and the Company under this Article VIII shall apply mutatis mutandis to applications, that Seller shall not be pleadings, documents and other materials and communications required to enter into any escrow agreement or otherwise be filed with Industry Canada. The FCC Parties further agree to fund any escrow. Buyer and Seller shall consult in good faith with each other prior to Seller entering into any such tolling, assignment or assumption agreement under this Section 5.1(b). (c) Without limiting the provisions of Section 5.1(a) or Section 5.1(b), each party hereto covenants and agrees to that they will use commercially their reasonable best efforts to eliminate impediments assist in any further applications that Harbinger or its Affiliates may make in the future with FCC and to obtain all necessary consents under the Communications Act that may be required by the FCC or any other Governmental Authority having competent jurisdiction so as to enable the parties to consummate the transactions contemplated hereunder as promptly as practicable, including (i) filing amendments or modifications of the FCC Applications, as may be requested by the FCC, (ii) taking such other actions with respect Industry Canada relating to the FCC as may be reasonably necessary in connection with the transactions contemplated hereby andParties.

FCC Approval. (a) The consummation of Notwithstanding any provision to the transactions contemplated hereby is contrary herein, Option Holder’s rights under this Agreement are subject to the prior consent Communications Act and approval the FCC Rules. (b) As soon as reasonably practicable, but in no event later than five business days after Option Holder’s delivery of the FCC. Buyer and Seller Exercise Notice, the parties shall jointly file an application (the “Consent Application”) with the FCC one or more applications (requesting the “FCC Applications”) requesting FCC’s written consent to (i) FCC consent to the assignment of the FCC Licenses from the Company to Buyer and Option Holder or (ii) the transfer of control of the Company from Grantor to Option Holder, as the extent necessarycase may be, including, as applicable, any waiver of such FCC Rules as Option Holder may deem appropriate or desirable (a “Waiver Request”). In addition, each party hereto covenants and agrees to (i) prepare, file and prosecute any alternative application, petition, motion, request (including any Waiver Request) or other filing (including, upon the request of Option Holder, any motion for leave to withdraw or dismiss any Consent Application or other filing made by the parties in connection with the transactions contemplated by this Agreement) (collectively, the Waiver “Additional Applications” and, together with the Consent Application, the “FCC Applications”); (ii) file any amendment or modification to be prepared by Buyer for Buyer’s portion of the FCC Applications; (iii) within ten provide to Option Holder any information, documents or other materials reasonably requested by Option Holder in connection with the preparation of any such FCC Applications, including without limitation any Waiver Request; (10iv) Business Days after prosecute the execution of this Agreement. FCC consent Applications with commercially reasonable diligence and otherwise use their commercially reasonable efforts to obtain a favorable conclusion with regard to the FCC Applications Applications; (v) otherwise take any other action with respect to the FCC Licenses and grant of the Waiver, each without any material adverse conditions other than those of general applicability, are referred to collectively herein as the “FCC Consent.” Buyer and Seller shall each pay its own expenses may be reasonably necessary or reasonably requested by Option Holder in connection with the preparation transactions contemplated hereby; and prosecution (vi) cooperate in good faith with the other party with respect to the foregoing covenants, all as may be determined by Option Holder to be reasonably necessary or appropriate or advisable in order to consummate the transactions contemplated hereby upon the exercise of the FCC Applications and shall share any filing fee(s) associated with the FCC Applications equally; provided, however, that neither Buyer nor Seller shall be required to pay consideration to any third party to obtain FCC Consent, except as contemplated in this Section 5.1(a). Seller and Buyer shall diligently prosecute the FCC Applications before the FCC, including opposing any petitions to deny filed against the FCC Applications to the extent that any such petition or objection relates to such partyOption. Each party shall promptly provide to the other party with a copy of any pleading, order or other document served on them or a copy of any formal inquiry or request by it relating to the FCC or the substance of any informal FCC inquiry relating to any such FCC Application. Other than as contemplated hereinApplications, 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 materially delaying the receipt of the FCC Consent. Without limiting the foregoing, Buyer shall not enter into or commit to become a party to any local marketing agreement, time brokerage agreement, joint sales agreement, shared services agreement, management services agreement, news sharing agreement or other similar Contract with any broadcast television station in the Market prior to Closing. (b) If furnish all information required by the FCC staff, Seller agrees that, and shall be represented at all meetings or hearings scheduled to consider the FCC Application. The FCC’s written consent to the extent reasonably necessary to expedite the grant assignment of the FCC Application Licenses or transfer of the Subject Shares, as the case may be, contemplated hereby is referred to herein as the “FCC Consent.” The parties each agree to comply with respect to each Stationany condition imposed on them by any FCC Consent, Seller except that no party shall enter into customary tolling, assignment and assumption or similar agreements with the FCC to extend the statute of limitations for the FCC to determine or impose a forfeiture penalty against such Station in connection with (i) any pending complaints that such Station aired programming that contained obscene, indecent or profane material or (ii) any other enforcement matters against such Station with respect to which the FCC may permit Seller to enter into a tolling, assignment or assumption agreement; provided, that Seller shall not be required to enter into comply with a condition if such condition requires such party to divest any escrow agreement of its direct or otherwise agree indirect assets. The parties shall oppose any petitions to fund any escrow. Buyer and Seller shall consult in good faith with each deny or other prior to Seller entering into any such tolling, assignment or assumption agreement under this Section 5.1(b). (c) Without limiting the provisions of Section 5.1(a) or Section 5.1(b), each party hereto covenants and agrees to use commercially reasonable efforts to eliminate impediments and to obtain all necessary consents under the Communications Act that may be required by the FCC or any other Governmental Authority having competent jurisdiction so as to enable the parties to consummate the transactions contemplated hereunder as promptly as practicable, including (i) filing amendments or modifications of the FCC Applications, as may be requested by the FCC, (ii) taking such other actions objections filed with respect to the application for any FCC as may be reasonably necessary in connection with the transactions contemplated hereby andConsent and any requests for reconsideration or review of any FCC Consent.

FCC Approval. (a) The consummation Consummation of the transactions contemplated hereby Transaction is subject to the prior consent and approval of the FCC. Buyer and Seller shall jointly file with conditioned upon the FCC one or more applications having given its consents in writing (the “FCC Applications”without, in Buyer's reasonable opinion, any condition materially adverse to Buyer) requesting (i) FCC consent to the assignment and change of the FCC Licenses control from Sellers to Buyer and (ii) to the extent necessary, the Waiver (to be prepared by Buyer for Buyer’s portion of the FCC Applications) within ten (10) Business Days after the execution of this Agreement. FCC consent to the FCC Applications with respect to the FCC Licenses and grant of the Waiver, each without any material adverse conditions other than those of general applicability, are referred to collectively herein as the “"FCC Consent.” Buyer ") of all licenses, permits and Seller shall each pay its own expenses in connection with the preparation and prosecution of the FCC Applications and shall share any filing fee(s) associated with the FCC Applications equally; provided, however, that neither Buyer nor Seller shall be required to pay consideration to any third party to obtain FCC Consent, except as contemplated in this Section 5.1(a). Seller and Buyer shall diligently prosecute the FCC Applications before the FCC, including opposing any petitions to deny filed against the FCC Applications to the extent that any such petition or objection relates to such party. Each party shall promptly provide to the other party a copy of any pleading, order or other document served on them or a copy of any formal inquiry or request authorizations granted by the FCC or the substance of any informal FCC inquiry to Sellers relating to any such FCC Application. Other than as contemplated herein, neither Buyer nor Seller shall take any intentional action that would, or intentionally fail to take such action the failure operation of which to take would, reasonably be expected to have the effect of materially delaying the receipt each of the Stations (collectively, the "FCC Licenses") and said consents having become Final FCC Consent. Without limiting the foregoing, Buyer shall not enter into or commit to become a party to any local marketing agreement, time brokerage agreement, joint sales agreement, shared services agreement, management services agreement, news sharing agreement or other similar Contract with any broadcast television station in the Market prior to Closing. (b) If required by For purposes of this Agreement, such FCC Consent shall be deemed to be Initial FCC Consent (herein so called) once it is granted and published. For purposes of this Agreement, such FCC Consent shall be deemed to have become Final FCC Consent (herein so called) after it is granted and published and when the FCC staff, Seller agrees that, to time for administrative or judicial review or reconsideration has expired and when the extent reasonably necessary to expedite the grant of the FCC Application with respect to each Station, Seller shall enter into customary tolling, assignment and assumption or similar agreements with the FCC to extend the statute of limitations time for the filing of any protest, request for stay, petition for rehearing, reconsideration or appeal of such order of consent has expired and no protest, request for stay, petition for rehearing, reconsideration or appeal has been timely filed and is pending. Once Initial FCC to determine or impose a forfeiture penalty against such Station Consent shall have occurred, Buyer may waive the condition of Final FCC Consent as set forth in connection with (i) any pending complaints that such Station aired programming that contained obscene, indecent or profane material or (ii) any other enforcement matters against such Station with respect to which the FCC may permit Seller to enter into a tolling, assignment or assumption agreement; provided, that Seller shall not be required to enter into any escrow agreement or otherwise agree to fund any escrow. Buyer and Seller shall consult in good faith with each other prior to Seller entering into any such tolling, assignment or assumption agreement under this Section 5.1(b23(o). (c) Without limiting The parties agree to proceed to file or cause to be filed all necessary applications (collectively, the provisions of Section 5.1(a"FCC Applications") requesting FCC consent to the Transaction on or Section 5.1(b), each before the 15th Business Day following the Go Ahead Date; provided that neither party hereto covenants shall be liable to the other for the failure to file by said 15th Business Day if such party has proceeded with due diligence and agrees to use commercially reasonable efforts to eliminate impediments and to obtain in good faith. In no event shall the FCC Applications be filed later than 20 Business Days following the Go Ahead Date. (d) The parties agree with each other that each of them will prosecute the FCC Applications, including all necessary consents under amendments and supplements thereto, in good faith and with due diligence. Each party agrees that it will timely, promptly and fully respond to all matters involving the Communications Act that may be required FCC Applications. If an objection to the grant of the FCC Applications is raised before the FCC by any party, or is raised by the FCC upon its own motion, then Buyer and Sellers shall each use their individual and joint best efforts to resolve such objection in a manner that will permit grant of the FCC Applications within the time period required by this Agreement; and if the said objection pertains to any portion of this Agreement, then Buyer and Sellers agree to examine the objection in good faith and to amend this Agreement to delete or otherwise modify any other Governmental Authority having competent jurisdiction so as provision found objectionable if said can be accomplished without materially decreasing the rights or benefits of either party under this Agreement and without materially increasing the obligations or duties of either party under this Agreement. (e) If the FCC shall not have consented to enable the parties to consummate Transaction within nine (9) months following the transactions contemplated hereunder as promptly as practicable, including (i) filing amendments or modifications of the FCC Applications, as may then this Agreement shall be requested terminable by the FCC, either Buyer (iiassuming Buyer is not in default under this Section) taking such other actions with respect or Sellers (assuming Sellers are not in default under this Section) upon written notice to the other unless the FCC as may has theretofore set one or more of the FCC Applications for a hearing in which case this Agreement shall be reasonably necessary in connection with extended for a sufficient period of time to permit the transactions contemplated hereby andhearing to be held and the FCC to make a decision.

FCC Approval. (a) The consummation Notwithstanding anything herein or therein to the contrary, to the extent this Agreement or any other Related Transactions Document purports to grant or to require Borrower to grant to Agent a security interest in the FCC Authorizations of Borrower, Agent shall only have a security interest in such FCC Authorizations at such times and to the extent that a security interest in such FCC Authorizations is permitted under applicable law. Notwithstanding anything to the contrary set forth herein or therein, Agent agrees that to the extent prior FCC approval is required pursuant to the Communications Act for (i) the operation and effectiveness of any grant, right or remedy hereunder or under the other Related Transactions Documents or (ii) taking any action that may be taken by Agent hereunder or under the other Related Transactions Documents, such grant, right, remedy or actions will be subject to such prior FCC approval having been obtained by or in favor of Agent (and Borrower will use its best efforts to obtain any such approval as promptly as possible). Borrower agrees that, upon and during the continuance of an Event of Default and at Agent's request, Borrower shall file, or cause to be filed, such applications for approval and shall take all other and further actions required by Agent to be granted such governmental authorizations as are necessary to assign Borrower's FCC Authorizations to Agent or its successors or assigns, or to transfer ownership and control over Borrower or over any other Person holding a FCC Authorization for any Borrower Station, to Agent or its successors or assigns. To enforce the provisions of this Section 9.19, Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the FCC an involuntary transfer of control over Borrower. Borrower hereby agrees to authorize such an application for involuntary transfer of control upon the request of the transactions contemplated hereby is subject receiver so appointed and, if Borrower shall refuse to authorize such application, its authorization may be required by the prior consent court. Upon the occurrence and continuance of an Event of Default, Borrower shall further use its best efforts to assist in obtaining approval of the FCC. Buyer , if required, for any action or transactions contemplated by this Agreement or the other Related Transactions Documents, including without limitation, preparation, execution and Seller shall jointly file filing with the FCC one of the assignor's or more transferor's portion of any application or applications (the “FCC Applications”) requesting (i) FCC for consent to the assignment of any FCC Authorization, or transfer of control over Borrower or any other Person holding a FCC Authorization for a Borrower Station, necessary or appropriate under the FCC Licenses to Buyer and (ii) to Communications Act for approval of the extent necessarytransfer or assignment of any portion of, the Waiver (Collateral provided for herein, together with assignment of any FCC Authorization or other authorization. Borrower acknowledges that the assignment of FCC Authorizations, or transfer of control over Borrower or other Person holding a FCC Authorization for a Borrower Station, is integral to be prepared by Buyer for Buyer’s portion Agent's and each Lender's realization of the FCC Applications) within ten (10) Business Days after value of their Collateral, that there is no adequate remedy at law for failure by Borrower to comply with the execution provisions of this Agreement. FCC consent to Section 9.19, and that such failure would not be adequately compensable in damages, and therefore, agree that the FCC Applications with respect to the FCC Licenses and grant of the Waiver, each without any material adverse conditions other than those of general applicability, are referred to collectively herein as the “FCC Consent.” Buyer and Seller shall each pay its own expenses in connection with the preparation and prosecution of the FCC Applications and shall share any filing fee(s) associated with the FCC Applications equally; provided, however, that neither Buyer nor Seller shall be required to pay consideration to any third party to obtain FCC Consent, except as contemplated agreements contained in this Section 5.1(a). Seller and Buyer shall diligently prosecute the FCC Applications before the FCC, including opposing any petitions to deny filed against the FCC Applications to the extent that any such petition or objection relates to such party. Each party shall promptly provide to the other party a copy of any pleading, order or other document served on them or a copy of any formal inquiry or request by the FCC or the substance of any informal FCC inquiry relating to any such FCC Application. Other than as contemplated herein, 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 9.19 may be expected to have the effect of materially delaying the receipt of the FCC Consent. Without limiting the foregoing, Buyer shall not enter into or commit to become a party to any local marketing agreement, time brokerage agreement, joint sales agreement, shared services agreement, management services agreement, news sharing agreement or other similar Contract with any broadcast television station in the Market prior to Closingspecifically enforced. (b) If required by the FCC staff, Seller agrees that, Notwithstanding anything to the extent reasonably necessary to expedite contrary contained in this Agreement or any other Related Transactions Document, neither Agent, Lender nor any Loan Party shall, without first obtaining the grant approval of the FCC Application with respect FCC, take any action pursuant to each Station, Seller shall enter into customary tollingthis Agreement or any other Related Transactions Document which would constitute or result in any acquisition or transfer of ownership of Borrower or its assets, assignment and assumption of any FCC Authorization or similar agreements with any change of control that would require, under then existing law (including the FCC to extend Communications Act), the statute prior approval of limitations for the FCC to determine or impose a forfeiture penalty against such Station in connection with (i) any pending complaints that such Station aired programming that contained obscene, indecent or profane material or (ii) any other enforcement matters against such Station with respect to which the FCC may permit Seller to enter into a tolling, assignment or assumption agreement; provided, that Seller shall not be required to enter into any escrow agreement or otherwise agree to fund any escrow. Buyer and Seller shall consult in good faith with each other prior to Seller entering into any such tolling, assignment or assumption agreement under this Section 5.1(b)FCC. (c) Without limiting Agent acknowledges that, after the provisions occurrence of Section 5.1(a) or Section 5.1(b)an Event of Default, each party hereto covenants and agrees to use commercially reasonable efforts to eliminate impediments and to obtain all necessary requisite consents under the Communications Act that may be required by the FCC or any other Governmental Authority having competent jurisdiction so as to enable the parties to consummate the transactions contemplated hereunder as promptly as practicable, including (i) filing amendments or modifications of the FCC Applications, as may must be requested by the FCC, (ii) taking such other actions with respect obtained prior to the exercise by Agent, any receiver appointed to pursuant to Section 9.19(a) hereof, or any purchaser at a public or private sale, of any rights as a holder of any FCC as may be reasonably necessary in connection with the transactions contemplated hereby andAuthorization.

FCC Approval. (a) The consummation of the transactions contemplated hereby is subject to the prior consent and approval of the FCC. Buyer Purchaser and Seller shall jointly file with the FCC one or more substantially complete applications (the “FCC "Applications”") requesting (i) FCC to request the FCC's consent to the voluntary assignment of the FCC Licenses from Seller to Buyer and Purchaser (ii) to the extent necessary"FCC Consent"), the Waiver (to be prepared by Buyer for Buyer’s portion of the FCC Applications) within ten (10) Business Days business days after the execution of this Agreement. FCC consent to the FCC Applications with respect to the FCC Licenses and grant of the Waiver, each without any material adverse conditions other than those of general applicability, are referred to collectively herein as the “FCC Consent.” Buyer Purchaser and Seller shall each pay its own expenses in connection with the preparation and prosecution of the FCC Applications and shall share any filing fee(s) fee associated with the FCC Applications equally; provided, however, that neither Buyer nor Seller shall be required to pay consideration to any third party to obtain FCC Consent, except as contemplated in this Section 5.1(a). Seller and Buyer Purchaser shall diligently prosecute the FCC Applications before to the FCC, including opposing any petitions to deny filed against any of the Applications, with all reasonable diligence, in order to obtain the FCC Applications Consent promptly and in order to carry out the extent that any such petition provisions of this Agreement. If FCC reconsideration or objection relates to such party. Each party shall promptly provide to the other party a copy of any pleading, order or other document served on them or a copy of any formal inquiry or request by the FCC or the substance of any informal FCC inquiry relating to any such FCC Application. Other than as contemplated herein, neither Buyer nor Seller shall take any intentional action that wouldreview, or intentionally fail if judicial review, shall be sought with respect to take such action the failure of which to take would, reasonably be expected to have the effect of materially delaying the receipt of the FCC Consent. Without limiting , by a third party or upon the foregoingFCC's own motion, Buyer Purchaser and Seller shall not enter into cooperate in opposing such requests for FCC reconsideration or commit to become a party to any local marketing agreement, time brokerage agreement, joint sales agreement, shared services agreement, management services agreement, news sharing agreement review or other similar Contract with any broadcast television station in the Market prior to Closingfor judicial review. (b) If required the FCC Consent shall impose any condition upon any party hereto, such party shall use its best efforts to comply with such condition. If any party to this Agreement shall seek FCC reconsideration or review, or judicial review, of a materially adverse condition imposed by the FCC staffFCC, Seller agrees thatthe other party shall cooperate fully with the party seeking reconsideration or review of such condition; provided, however, that neither party shall seek or cause to be sought, without the extent reasonably necessary to expedite the grant prior written consent of the other party, FCC Application with respect to each Stationreconsideration or review, Seller or judicial review, of any condition or qualification that is not a materially adverse condition. For purposes of this Agreement, a "materially adverse condition" shall enter into customary tolling, assignment and assumption or similar agreements with the FCC to extend the statute of limitations for the FCC to determine or impose a forfeiture penalty against such Station in connection with not include (i) any pending complaints that such Station aired programming that contained obscenecondition generally applicable to the broadcast industry or a transaction of this kind, indecent or profane material or (ii) any other enforcement matters against such Station with respect condition imposed as a result of any act or failure to which the FCC may permit Seller to enter into act by Purchaser, or (iii) any condition imposed as a tolling, assignment or assumption agreement; provided, that Seller shall not be required to enter result of Purchaser's entry into any escrow agreement Other TV Acquisition Agreement (including but not limited to a requirement that Purchaser divest KVVV or otherwise agree to fund any escrow. Buyer and Seller shall consult in good faith with each other prior to Seller entering into any such tolling, assignment or assumption agreement under this Section 5.1(banother television station). (c) Without limiting the provisions of Section 5.1(a) or Section 5.1(b), each party hereto covenants and agrees to use commercially reasonable efforts to eliminate impediments and to obtain all necessary consents under the Communications Act that may be required by the FCC or any other Governmental Authority having competent jurisdiction so as to enable the parties to consummate the transactions contemplated hereunder as promptly as practicable, including (i) filing amendments or modifications of the FCC Applications, as may be requested by the FCC, (ii) taking such other actions with respect to the FCC as may be reasonably necessary in connection with the transactions contemplated hereby and

FCC Approval. (a) The consummation of the transactions contemplated hereby is subject to the prior consent and approval of the FCC. Buyer and Seller shall jointly file with the FCC one or more substantially complete applications (the “FCC Assignment Applications”) requesting (i) FCC to request the FCC’s consent to the voluntary assignment of the FCC Licenses from Seller to Buyer and (ii) to the extent necessary, the Waiver (to be prepared by Buyer for Buyer’s portion of the “FCC ApplicationsConsent”) within ten (10) Business Days after the execution of this Agreement. FCC consent Agreement so long as Buyer has delivered the Escrow Deposit to the FCC Escrow Agent in accordance with Section 1.4 above; provided, however, that if any FCC-imposed freeze on the filing of broadcast license assignment applications is in effect during such ten (10) Business Day period, then the Assignment Applications with respect to the FCC Licenses and grant of the Waiver, each without any material adverse conditions other shall be filed not more than those of general applicability, are referred to collectively herein as the “FCC Consent.” one (1) business day after such freeze is lifted. Buyer and Seller shall each pay its own expenses in connection with the preparation and prosecution of the FCC Assignment Applications and shall share any filing fee(s) associated with the FCC Assignment Applications equally; provided, however, that neither Buyer nor Seller shall be required to pay consideration to any third party to obtain FCC Consent, except as contemplated in this Section 5.1(a). Seller and Buyer shall diligently prosecute the FCC Assignment Applications before the FCC, including opposing any petitions to deny filed against the Assignment Applications, with all commercially reasonable diligence, and otherwise use commercially reasonable efforts in order to obtain the FCC Applications Consent promptly and in order to carry out the extent that any such petition or objection relates to such partyprovisions of this Agreement. Each party shall promptly provide to the other party a copy of any pleading, order or other document served on them or a copy of any formal inquiry or request by the FCC or the substance of any informal FCC inquiry relating to any such FCC Application. Other than as contemplated hereinIf FCC reconsideration or review, neither or if judicial review shall be sought with respect to the FCC Consent by a third party or upon the FCC’s own motion, Buyer nor and Seller shall take any intentional action that would, cooperate in opposing such requests for FCC reconsideration or intentionally fail to take such action the failure of which to take would, reasonably be expected to have the effect of materially delaying the receipt of the FCC Consent. Without limiting the foregoing, Buyer shall not enter into review or commit to become a party to any local marketing agreement, time brokerage agreement, joint sales agreement, shared services agreement, management services agreement, news sharing agreement or other similar Contract with any broadcast television station in the Market prior to Closingfor judicial review. (b) If required by the FCC staff, Seller agrees that, to the extent reasonably necessary to expedite the grant of the FCC Application with respect to each Station, Seller shall enter into customary tolling, assignment and assumption or similar agreements with the FCC to extend the statute of limitations for the FCC to determine or impose a forfeiture penalty against such Station Except as provided in connection with (i) any pending complaints that such Station aired programming that contained obscene, indecent or profane material or (ii) any other enforcement matters against such Station with respect to which the FCC may permit Seller to enter into a tolling, assignment or assumption agreement; provided, that Seller shall not be required to enter into any escrow agreement or otherwise agree to fund any escrow. Buyer and Seller shall consult in good faith with each other prior to Seller entering into any such tolling, assignment or assumption agreement under this Section 5.1(b). clause (c) Without limiting the provisions of Section 5.1(aor (d) or Section 5.1(b)below, each party hereto covenants and agrees to use commercially reasonable efforts (i) prepare, file and prosecute any alternative application, petition, motion, request or other filing (including any motion for leave to eliminate impediments and to obtain all necessary consents under the Communications Act that may be required withdraw or dismiss any Assignment Application filed by the parties with the FCC or any other Governmental Authority having competent jurisdiction so as to enable the parties to consummate in connection with the transactions contemplated hereunder as promptly as practicable, including hereby) (ithe “Additional Applications”); (ii) filing amendments file any amendment or modifications of modification to the FCC Applications, as may be requested by the FCC, ; (iiiii) taking such otherwise take any other actions action with respect to the FCC as may be reasonably necessary in connection with the transactions contemplated hereby andhereby; and (iv) cooperate in good faith with the other party hereto with respect to the foregoing, all as may be reasonably determined by Buyer or Seller to be necessary, appropriate or advisable in order to consummate the transactions contemplated by this Agreement in a manner and within the time period contemplated by this Agreement. (c) Each party agrees to comply with any condition imposed on it by the FCC Consent, except that no party shall be required to comply with, or consummate the transaction subject to, a condition if compliance with the condition could reasonably be expected to materially adversely effect it. If any party to this Agreement shall seek FCC reconsideration or review, or judicial review, of a materially adverse condition imposed by the FCC, the other party shall cooperate fully with the party seeking reconsideration or review of such condition; provided, however, that neither party shall seek or cause to be sought, without the prior written consent of the other party, FCC reconsideration or review, or judicial review, of any condition or qualification that is not a materially adverse condition. For purposes of this Agreement, a “materially adverse condition” shall not include any condition generally applicable to the broadcast industry or a transaction of this kind. (d) If the Closing shall not have occurred for any reason within the original effective period of any FCC Consent, and neither party shall have terminated this Agreement pursuant to its rights under Section 8.1, the parties shall jointly request an extension or extensions 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 8.1.