Common use of FCC Approval Clause in Contracts

FCC Approval. (a) Purchaser and Seller shall jointly file with the FCC substantially complete applications (the "Applications") to request the FCC's consent to the voluntary assignment of the FCC Licenses from Seller to Purchaser (the "FCC Consent"), within ten (10) business days after the execution of this Agreement. Purchaser and Seller shall each pay its own expenses in connection with the preparation and prosecution of the Applications and shall share any filing fee associated with the Applications equally. Seller and Purchaser shall prosecute the Applications 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 Consent promptly and in order to carry out the provisions of this Agreement. If FCC reconsideration or review, or if judicial review, shall be sought with respect to the FCC Consent, by a third party or upon the FCC's own motion, Purchaser and Seller shall cooperate in opposing such requests for FCC reconsideration or review or for judicial review. (b) If 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, 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 (i) any condition generally applicable to the broadcast industry or a transaction of this kind, (ii) any condition imposed as a result of any act or failure to act by Purchaser, or (iii) any condition imposed as a result of Purchaser's entry into any Other TV Acquisition Agreement (including but not limited to a requirement that Purchaser divest KVVV or another television station).

FCC Approval. (a) Purchaser Notwithstanding any provision to the contrary herein, Option Holder’s rights under this Agreement are subject to the Communications Act of 1934, as amended, and Seller the rules, regulations and published policies of the FCC. (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 substantially complete applications (the "Applications") to request requesting the FCC's ’s written consent to the voluntary assignment of the FCC Licenses from Seller Grantor to Purchaser 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 "FCC Consent")request of Option Holder, within ten (10) business days after any motion for leave to withdraw or dismiss any Assignment Application or other filing made by the execution of parties in connection with the transactions contemplated by this Agreement. Purchaser and Seller shall each pay its own expenses ) (collectively, the “Additional Applications” and, together with the Assignment Application, the “FCC Applications”); (ii) file any amendment or modification to the FCC Applications; (iii) provide to Option Holder any information, documents or other materials reasonably requested by Option Holder in connection with the preparation and prosecution of the Applications and shall share any filing fee associated with the Applications equally. Seller and Purchaser shall such FCC Applications, including without limitation any Waiver Request, (iv) prosecute the FCC Applications with commercially reasonable diligence and otherwise use their commercially reasonable efforts to obtain a favorable conclusion with regard to the FCC, including opposing FCC Applications; (v) otherwise take any petitions to deny filed against any of the Applications, with all reasonable diligence, in order to obtain the FCC Consent promptly and in order to carry out the provisions of this Agreement. If FCC reconsideration or review, or if judicial review, shall be sought other action with respect to the FCC Consentas may be reasonably necessary or reasonably requested by Option Holder in connection with the transactions contemplated hereby; and (vi) cooperate in good faith with the other party with respect to the foregoing covenants, all as may be determined by a third party Option Holder to be reasonably necessary or appropriate or advisable in order to consummate the transactions contemplated hereby upon the FCC's own motionexercise of the Option. Each party shall promptly provide the other with a copy of any pleading, Purchaser and Seller shall cooperate in opposing such requests for FCC reconsideration order or review or for judicial review. (b) If other document served on it relating to the FCC Consent Applications, shall impose any condition upon any party hereto, such party furnish all information required by the FCC and shall use its best efforts be represented at all meetings or hearings scheduled to consider the FCC Application. The FCC’s written consent to the assignment of the FCC Licenses contemplated hereby is referred to herein as the “FCC Consent.” The parties each agree to comply with any condition imposed on them by any FCC Consent, except that no party shall be required to comply with a condition if such condition. If any condition requires such party to this Agreement divest any of its direct or indirect assets. The parties shall seek oppose any petitions to deny or other objections filed with respect to the application for any 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 Consent and any requests for 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, any 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 (i) any condition generally applicable to the broadcast industry or a transaction of this kind, (ii) any condition imposed as a result of any act or failure to act by Purchaser, or (iii) any condition imposed as a result of Purchaser's entry into any Other TV Acquisition Agreement (including but not limited to a requirement that Purchaser divest KVVV or another television station)Consent.

FCC Approval. (a) Purchaser and Seller shall jointly file with the FCC substantially complete applications (the "Applications") to request the FCC's consent to the voluntary assignment Each of the FCC Licenses from Seller Parties shall use its reasonable best efforts to Purchaser (file the "FCC Consent")applications seeking the FCC Approval, within ten (10) business 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 execution 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. Purchaser and Seller shall each pay its own expenses in connection with , the preparation and prosecution Stock Purchase Agreement or the consummation of the Applications Transactions, or in the event the FCC grants the applications for the FCC Approvals or any other application filed or amended to effectuate the purposes of this Agreement, or the Stock Purchase Agreement or the consummation of the Transactions and shall share any filing fee associated with the Applications equally. Seller and Purchaser shall prosecute the Applications to Person petitions for stay, review or reconsideration of such grant before the FCC, including opposing any petitions to deny filed against any or seeks judicial stay or review of such grant, then each of the Applications, with all reasonable diligence, in order to obtain the FCC Consent promptly and in order to carry out the provisions of this Agreement. If FCC reconsideration or review, or if judicial review, shall be sought with respect to the FCC Consent, by a third party or upon the FCC's own motion, Purchaser and Seller shall cooperate in opposing such requests for FCC reconsideration or review or for judicial review. (b) If the FCC Consent shall impose any condition upon any party hereto, such party Parties shall use its reasonable best efforts to comply with oppose such condition. If any party to this Agreement shall seek petition or challenge before the FCC reconsideration or review, or judicial review, and vigorously defend the grant of a materially adverse condition imposed such applications by the FCCFCC diligently and in good faith, provided that the other party FCC Parties shall cooperate fully with not have any obligation to participate in any evidentiary hearing on any such application. Should the party seeking 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 condition; provideddenial or conditions, howeverprovided 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 neither party shall seek or cause to no such filing will be sought, made without the prior written consent 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 filing, 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. The FCC Parties shall promptly provide to each other copies of all material communications with the FCC related to the applications for the FCC Approval and provide to each other a reasonable opportunity to contribute to and review any and all pleadings, documents, applications and other materials filed with the FCC by each other. If consummation of the Transactions referred to in 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 partyAuthorities in Canada including the Competition Bureau and Investment Canada, the obligations of Harbinger and the Company under this Article VIII shall apply mutatis mutandis to applications, pleadings, documents and other materials and communications required to be filed with Industry Canada. The FCC reconsideration Parties further agree that they will use their reasonable best efforts to assist in any further applications that Harbinger 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 (i) any condition generally applicable its Affiliates may make in the future with FCC and Industry Canada relating to the broadcast industry or a transaction of this kind, (ii) any condition imposed as a result of any act or failure to act by Purchaser, or (iii) any condition imposed as a result of Purchaser's entry into any Other TV Acquisition Agreement (including but not limited to a requirement that Purchaser divest KVVV or another television station)FCC Parties.

FCC Approval. (a) Purchaser 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 substantially complete applications (the "“Assignment Applications"”) to request the FCC's ’s consent to the voluntary assignment of the FCC Licenses from Seller to Purchaser Buyer (the "“FCC Consent"), ”) within ten (10) business days Business Days after the execution of this AgreementAgreement so long as Buyer has delivered the Escrow Deposit to the 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 shall be filed not more than one (1) business day after such freeze is lifted. Purchaser Buyer and Seller shall each pay its own expenses in connection with the preparation and prosecution of the Assignment Applications and shall share any filing fee fee(s) associated with the Assignment Applications equally. Seller and Purchaser Buyer shall prosecute the Assignment Applications to before the FCC, including opposing any petitions to deny filed against any of the Assignment Applications, with all commercially reasonable diligence, and otherwise use commercially reasonable efforts in order to obtain the FCC Consent promptly and in order to carry out the provisions 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. If FCC reconsideration or review, or if judicial review, review shall be sought with respect to the FCC Consent, Consent by a third party or upon the FCC's ’s own motion, Purchaser Buyer and Seller shall cooperate in opposing such requests for FCC reconsideration or review or for judicial review. (b) If Except as provided in clause (c) or (d) below, each party hereto covenants and agrees to (i) prepare, file and prosecute any alternative application, petition, motion, request or other filing (including any motion for leave to withdraw or dismiss any Assignment Application filed by the parties with the FCC Consent shall impose in connection with the transactions contemplated hereby) (the “Additional Applications”); (ii) file any condition upon amendment or modification to the FCC Applications; (iii) otherwise take any other action with respect to the FCC as may be reasonably necessary in connection with the transactions contemplated hereby; and (iv) cooperate in good faith with the other party heretohereto with respect to the foregoing, such 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 shall use its best efforts agrees to comply with such conditionany 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 (i) any condition generally applicable to the broadcast industry or a transaction of this kind, . (iid) If the Closing shall not have occurred for any condition imposed as a result reason within the original effective period of any act 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 failure 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 act by Purchaser, or (iii) any condition imposed as a result of Purchaser's entry into any Other TV Acquisition terminate the Agreement (including but not limited to a requirement that Purchaser divest KVVV or another television station)under Section 8.1.

FCC Approval. (a) Purchaser Notwithstanding any provision to the contrary herein, Option Holder’s rights under this Agreement are subject to the Communications Act and Seller 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 Exercise Notice, the parties shall jointly file an application (the “Consent Application”) with the FCC substantially complete applications (the "Applications") to request requesting the FCC's ’s written consent to (i) the voluntary assignment of the FCC Licenses from Seller the Company to Purchaser Option Holder or (ii) the "transfer of control of the Company from Grantor to Option Holder, as the case may be, including, as applicable, any waiver of such FCC Consent"Rules as Option Holder may deem appropriate or desirable (a “Waiver Request”). In addition, within ten each party hereto covenants and agrees to (10i) business days after prepare, file and prosecute any alternative application, petition, motion, request (including any Waiver Request) or other filing (including, upon the execution 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. Purchaser and Seller shall each pay its own expenses ) (collectively, the “Additional Applications” and, together with the Consent Application, the “FCC Applications”); (ii) file any amendment or modification to the FCC Applications; (iii) provide to Option Holder any information, documents or other materials reasonably requested by Option Holder in connection with the preparation and prosecution of the Applications and shall share any filing fee associated with the Applications equally. Seller and Purchaser shall such FCC Applications, including without limitation any Waiver Request; (iv) prosecute the FCC Applications with commercially reasonable diligence and otherwise use their commercially reasonable efforts to obtain a favorable conclusion with regard to the FCC, including opposing FCC Applications; (v) otherwise take any petitions to deny filed against any of the Applications, with all reasonable diligence, in order to obtain the FCC Consent promptly and in order to carry out the provisions of this Agreement. If FCC reconsideration or review, or if judicial review, shall be sought other action with respect to the FCC Consentas may be reasonably necessary or reasonably requested by Option Holder in connection with the transactions contemplated hereby; and (vi) cooperate in good faith with the other party with respect to the foregoing covenants, all as may be determined by a third party Option Holder to be reasonably necessary or appropriate or advisable in order to consummate the transactions contemplated hereby upon the FCC's own motionexercise of the Option. Each party shall promptly provide the other with a copy of any pleading, Purchaser and Seller shall cooperate in opposing such requests for FCC reconsideration order or review or for judicial review. (b) If other document served on it relating to the FCC Consent Applications, shall impose any condition upon any party heretofurnish all information required by the FCC and shall be represented at all meetings or hearings scheduled to consider the FCC Application. The FCC’s written consent to the assignment of the FCC Licenses or transfer of the Subject Shares, such party shall use its best efforts as the case may be, contemplated hereby is referred to herein as the “FCC Consent.” The parties each agree to comply with any condition imposed on them by any FCC Consent, except that no party shall be required to comply with a condition if such condition. If any condition requires such party to this Agreement divest any of its direct or indirect assets. The parties shall seek oppose any petitions to deny or other objections filed with respect to the application for any 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 Consent and any requests for 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, any 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 (i) any condition generally applicable to the broadcast industry or a transaction of this kind, (ii) any condition imposed as a result of any act or failure to act by Purchaser, or (iii) any condition imposed as a result of Purchaser's entry into any Other TV Acquisition Agreement (including but not limited to a requirement that Purchaser divest KVVV or another television station)Consent.

FCC Approval. (a) Purchaser and Seller shall jointly file with 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 substantially complete applications (the "Applications") to request the FCC's consent Authorizations of Borrower, Agent shall only have a security interest in such FCC Authorizations at such times and to the voluntary assignment 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 Licenses from Seller approval having been obtained by or in favor of Agent (and Borrower will use its best efforts to Purchaser (obtain any such approval as promptly as possible). Borrower agrees that, upon and during the "FCC Consent")continuance of an Event of Default and at Agent's request, within ten (10) business days after the execution of this Agreement. Purchaser and Seller Borrower shall each pay its own expenses in connection with the preparation and prosecution of the Applications file, or cause to be filed, such applications for approval and shall share 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 filing fee associated with the Applications equallyother Person holding a FCC Authorization for any Borrower Station, to Agent or its successors or assigns. Seller and Purchaser shall prosecute the Applications 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 Consent promptly and in order to carry out To enforce the provisions of this AgreementSection 9.19, Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. If Such receiver shall be instructed to seek from the FCC reconsideration 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 receiver so appointed and, if Borrower shall refuse to authorize such application, its authorization may be required by the 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, if required, for any action or reviewtransactions contemplated by this Agreement or the other Related Transactions Documents, including without limitation, preparation, execution and filing with the FCC of the assignor's or transferor's portion of any application or applications for consent to the assignment of any FCC Authorization, or if judicial reviewtransfer of control over Borrower or any other Person holding a FCC Authorization for a Borrower Station, shall necessary or appropriate under the Communications Act for approval of the transfer or assignment of any portion of, the 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 Agent's and each Lender's realization of the value of their Collateral, that there is no adequate remedy at law for failure by Borrower to comply with the provisions of this Section 9.19, and that such failure would not be sought with respect to adequately compensable in damages, and therefore, agree that the FCC Consent, by a third party or upon the FCC's own motion, Purchaser and Seller shall cooperate agreements contained in opposing such requests for FCC reconsideration or review or for judicial reviewthis Section 9.19 may be specifically enforced. (b) If Notwithstanding anything to the FCC Consent shall impose contrary contained in this Agreement or any condition upon other Related Transactions Document, neither Agent, Lender nor any party heretoLoan Party shall, such party shall use its best efforts to comply with such condition. If without first obtaining the approval of the FCC, take any party action pursuant to this Agreement shall seek or any other Related Transactions Document which would constitute or result in any acquisition or transfer of ownership of Borrower or its assets, assignment of any FCC reconsideration Authorization or reviewany change of control that would require, under then existing law (including the Communications Act), the prior approval of the FCC. (c) Agent acknowledges that, after the occurrence of an Event of Default, all requisite consents of the FCC must be obtained prior to the exercise by Agent, any receiver appointed to pursuant to Section 9.19(a) hereof, or judicial review, of any purchaser at a materially adverse condition imposed by the FCC, the other party shall cooperate fully with the party seeking reconsideration public 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 reviewprivate sale, of any condition or qualification that is not a materially adverse condition. For purposes of this Agreement, a "materially adverse condition" shall not include (i) any condition generally applicable to the broadcast industry or a transaction of this kind, (ii) any condition imposed rights as a result holder of any act or failure to act by Purchaser, or (iii) any condition imposed as a result of Purchaser's entry into any Other TV Acquisition Agreement (including but not limited to a requirement that Purchaser divest KVVV or another television station)FCC Authorization.

FCC Approval. (a) Purchaser and Seller shall jointly file with Consummation of the Transaction is conditioned upon the FCC substantially complete applications having given its consents in writing (the "Applications"without, in Buyer's reasonable opinion, any condition materially adverse to Buyer) to request the FCC's consent assignment and change of control from Sellers to the voluntary assignment of the FCC Licenses from Seller to Purchaser Buyer (the "FCC Consent")) of all licenses, within ten (10) business days after permits and authorizations granted by the execution FCC to Sellers relating to the operation of this Agreement. Purchaser and Seller shall each pay its own expenses in connection with the preparation and prosecution of the Applications Stations (collectively, the "FCC Licenses") and shall share any filing fee associated with the Applications equally. Seller and Purchaser shall prosecute the Applications 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 Consent promptly and in order to carry out the provisions of this Agreement. If FCC reconsideration or review, or if judicial review, shall be sought with respect to the said consents having become Final FCC Consent, by a third party or upon the FCC's own motion, Purchaser and Seller shall cooperate in opposing such requests for FCC reconsideration or review or for judicial review. (b) If the For purposes of this Agreement, such 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, 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 be deemed to be sought, without the prior written consent of the other party, Initial FCC reconsideration or review, or judicial review, of any condition or qualification that Consent (herein so called) once it is not a materially adverse conditiongranted 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 time for administrative or judicial review or reconsideration has expired and when the 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 Consent shall have occurred, Buyer may waive the condition of Final FCC Consent as set forth in Section 23(o). (c) The parties agree to proceed to file or cause to be filed all necessary applications (collectively, the "FCC Applications") requesting FCC consent to the Transaction on or before the 15th Business Day following the Go Ahead Date; provided that neither party hereto 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 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 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 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 provision found objectionable if said can be accomplished without materially adverse condition" 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 include (i) any condition generally applicable have consented to the broadcast industry Transaction within nine (9) months following the filing of the FCC Applications, then this Agreement shall be terminable by either Buyer (assuming Buyer is not in default under this Section) or Sellers (assuming Sellers are not in default under this Section) upon written notice to the other unless the FCC has theretofore set one or more of the FCC Applications for a transaction hearing in which case this Agreement shall be extended for a sufficient period of this kind, (ii) any condition imposed as time to permit the hearing to be held and the FCC to make a result of any act or failure to act by Purchaser, or (iii) any condition imposed as a result of Purchaser's entry into any Other TV Acquisition Agreement (including but not limited to a requirement that Purchaser divest KVVV or another television station)decision.

FCC Approval. (a) Purchaser 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 substantially complete one or more applications (the "“FCC Applications"”) to request the FCC's requesting (i) FCC consent to the voluntary assignment of the FCC Licenses from Seller to Purchaser Buyer and (ii) to the "extent necessary, the Waiver (to be prepared by Buyer for Buyer’s portion of the FCC Consent"), Applications) within ten (10) business days Business Days after the execution of this Agreement. Purchaser 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 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 Purchaser Buyer shall diligently prosecute the FCC Applications to before the FCC, including opposing any petitions to deny filed against any of the Applications, with all reasonable diligence, in order to obtain the FCC Consent Applications to the extent that any such petition or objection relates to such party. Each party shall promptly and in 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 carry out the provisions of this Agreementany such FCC Application. If FCC reconsideration or reviewOther than as contemplated herein, neither Buyer nor Seller shall take any intentional action that would, or if judicial reviewintentionally fail to take such action the failure of which to take would, shall reasonably be sought with respect expected to have the effect of materially delaying the receipt of the FCC Consent. Without limiting the foregoing, by Buyer shall not enter into or commit to become a third party to any local marketing agreement, time brokerage agreement, joint sales agreement, shared services agreement, management services agreement, news sharing agreement or upon other similar Contract with any broadcast television station in the FCC's own motion, Purchaser and Seller shall cooperate in opposing such requests for FCC reconsideration or review or for judicial reviewMarket prior to Closing. (b) If required by the FCC Consent 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 condition upon 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, such party shall hereto covenants and agrees to use its best commercially reasonable efforts to comply with such condition. If eliminate impediments and to obtain all necessary consents under the Communications Act that may be required by the FCC or any party other Governmental Authority having competent jurisdiction so as to this Agreement shall seek enable the parties to consummate the transactions contemplated hereunder as promptly as practicable, including (i) filing amendments or modifications of the FCC reconsideration or reviewApplications, or judicial review, of a materially adverse condition imposed as may be requested 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 (i) any condition generally applicable to the broadcast industry or a transaction of this kind, (ii) any condition imposed taking such other actions with respect to the FCC as a result of any act or failure to act by Purchaser, or (iii) any condition imposed as a result of Purchaser's entry into any Other TV Acquisition Agreement (including but not limited to a requirement that Purchaser divest KVVV or another television station).may be reasonably necessary in connection with the transactions contemplated hereby and