FCC Authorizations Sample Clauses

FCC Authorizations. (a) Schedule 7.4 contains a true and complete list of the Station Licenses, including their expiration dates, and there are no other licenses, permits or other authorizations from Governmental Entities or regulatory authorities required for the lawful conduct of the business and operation of any Station in the manner and to the full extent that such Station is now conducted. The Sellers have delivered to the Buyers true and complete copies of the Station Licenses, including any and all amendments and other modifications thereto. The Station Licenses and other licenses, permits and authorizations listed in Schedule 7.4 were validly issued and are validly held by the Sellers, are in full force and effect and are unimpaired by any act or omission of the Sellers, their shareholders, officers, directors, employees or agents, and except as disclosed in Schedule 7.4, none of the foregoing is subject to any restriction or condition which would limit in any respect the full operation of the Stations as now operated. The Sellers have no reason to believe that the FCC will not renew the Station Licenses in the ordinary course. (b) Except as disclosed in Schedule 7.4 and except for the FCC Applications, there are no applications, complaints or proceedings pending or, to the Sellers' Knowledge, threatened before the FCC relating to the business or operation of any Station or that may result in the revocation, modification, non-renewal or suspension of any of the Station Licenses, the denial of any pending application or the imposition of any fines, forfeitures, or other administrative actions by the FCC with respect to any Station or such Station's operation other than proceedings affecting the broadcasting industry generally. Except as disclosed in Schedule 7.4, the Sellers are not subject to any outstanding judgment or order of the FCC relating to any Station. Each Station is being operated in accordance with the terms and conditions of the Station Licenses which are applicable to such Station, and all rules, regulations and policies of the FCC. All ownership reports, employment reports and other reports and documents required to be filed by the Sellers with the FCC have been timely filed; such items as are required to be placed in each Station's local public files have been placed in such files; all proofs of performance and measurements that are required to be made by the Sellers with respect to each Station's transmission facilities have been completed and filed a...

FCC Authorizations. All licenses, construction permits and authorizations issued by the FCC to Seller with respect to the Station (the “FCC Authorizations”), and all applications therefor, together with any renewals, extensions, or modifications thereof and additions thereto.

FCC Authorizations. The FCC Authorizations constitute all licenses and authorizations issued by the FCC that are necessary for the operation of the business of the Borrower and its Restricted Subsidiaries as currently conducted except as could not reasonably be expected to have a Material Adverse Effect. The FCC Authorizations are in full force and effect and have not expired, been revoked, suspended, rescinded, or terminated and are not subject to any conditions or requirements that have not been imposed upon all such authorizations generally except as could not reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to result in a Material Adverse Effect, the Borrower and its Restricted Subsidiaries operate their business in compliance with the terms of the FCC Authorizations and the Communications Act. To the knowledge of Borrower and except as would not reasonably be expected to result in a Material Adverse Effect, there is no action pending or, to the knowledge of the Borrower, threatened before the FCC to revoke, refuse to renew, suspend, or modify any of the FCC Authorizations other than proceedings to amend FCC rules of general applicability.

FCC Authorizations. The FCC shall have given its written consents ------------------ to the assignment of the FCC Authorizations, without any conditions materially adverse to Evergreen, (provided that Evergreen may, if there shall be a challenge made to the FCC consent to any assignment of the FCC Authorizations prior to such consent becoming a final order not subject to further review or appeal, delay (but subject in any event to the terms of Sections 3.1 and 11. 1) the Closing of the transactions contemplated by this Agreement if and for so long as its outside FCC counsel shall provide it with a written opinion (with a copy to Pacific and Southern) to the effect that the challenge has raised material non-frivolous issues which could require substantive review of the merits of the challenge by the FCC and/or any reviewing court and which would more probably than not result in reversal or rescission of the FCC consent to the assignment of the FCC Authorizations); provided, however, it shall not be a condition to Closing that renewal of any FCC Authorizations has been issued by the FCC, provided that Evergreen may, if .1) the Closing of the transactions contemplated by this Agreement if and for so long as its outside FCC counsel shall provide it with a written opinion (with a copy to Pacific and Southern) to the effect that the challenge has raised material non-frivolous issues which could require substantive review of the merits of the challenge by the FCC and/or any reviewing court and which more probably than not result in a non-grant of the renewal, or a reversal or rescission of the renewal. In the event renewal is denied and such denial is a final order, Evergreen may terminate this Agreement.

FCC Authorizations. The FCC, by not later than December 10, 1997, ------------------ shall have given its written consents to the assignment of the FCC Authorizations, without any conditions materially adverse to Pacific and Southern or to its affiliated companies.

FCC Authorizations. (a) Schedule 1.2(a) contains a true and complete list of the licenses and permits, including the FCC Authorization, issued in connection with the Station, including their expiration dates. Seller has delivered to Buyer true and complete copies of such licenses and permits. The FCC Authorization and other licenses, permits and authorizations listed in Schedule 1.2(a) are validly held by Seller, and are in full force and effect. There are no applications pending before the FCC relating to the FCC Authorization. (b) There are no applications, complaints or proceedings pending or, to the best of Seller's knowledge, threatened before the FCC that may result in the revocation, materially adverse modification, or suspension of the FCC Authorization, or the imposition of any fines, forfeitures, or other administrative actions with respect to the Station other than proceedings affecting the broadcasting industry generally. (c) There are no facts which, under the Communications Act of 1934, as amended, or the existing rules and regulations of the FCC, would disqualify Seller as the assignor of the FCC Authorization.

FCC Authorizations. 3.3.1 Seller is the legal holder of the FCC Authorizations listed on Schedule 3.3. There is not now pending, or to the knowledge of the Seller threatened, any action by the FCC to revoke, cancel, rescind, modify or refuse to renew in the ordinary course any of the FCC Authorizations, or any investigation, Order to Show Cause, Notice of Violation or of Apparent Liability or of Forfeiture, or material complaint, objection, petition to deny, or opposition issued by or filed with the FCC or any other governmental authority in connection with the operation of or authorizations for the Station or Seller. All material reports, forms, applications, statements, and other information required to be filed by Seller with the FCC with respect to the Station have been filed, are complete and accurate in all material respects, and will continue to be filed as required through the Closing Date. The Station is operating in material accordance with its respective FCC Authorizations, and in material compliance with the Act and the rules and regulations of the FCC, including but not limited to the FCC's policy on exposure to radio frequency radiation. The renewal of the FCC Authorization for the Station xxxx not constitute a major environmental action under the FCC's rules or regulations. 3.3.2 The FCC Authorizations (a) are in full force and effect, unimpaired by any material act or omission of Seller, or its agents, and constitute all of the permits and Authorizations required by the Act, the rules and regulations thereunder or the FCC for, or used in, the operation of the Station as now operated; (b) constitute all the Authorizations, including amendments and modifications thereto, issued by the FCC to Seller for or in connection with the operation of the Station; and (c) are not subject to any restriction or condition which would limit in any respect the full operation of the Station as now conducted.

FCC Authorizations. (a) Schedule 1.2(a) contains a true and complete list of the FCC Licenses, and there are no other licenses, permits or other authorizations from the FCC required for the lawful conduct of the business and operation of the Station in the manner now conducted. The FCC Licenses are in full force and effect. All required FCC regulatory fees with respect to the FCC Licenses have been paid. The FCC licenses have been issued for the full terms customarily issued to a radio broadcast station in the State of Illinois, and the FCC Licenses are not subject to any condition except for conditions shown on the face of the FCC Licenses, applicable to radio broadcast licenses generally or otherwise disclosed in Schedule 1.2(a). (b) Except as set forth in Schedule 1.2(a), to Seller's knowledge, there are no applications, petitions, complaints, proceedings or other actions pending or threatened before the FCC relating to the Station, other than proceedings affecting the radio broadcasting industry generally. (c) Seller has no reason to believe that the FCC assignment contemplated herein might be challenged or might not be granted by the FCC in the ordinary course.

FCC Authorizations. 12 7.5 Title to and Condition of Real Property....................13 7.6 Condition and Operation of Improvements....................14 7.7 Title to and Condition of Personal Property................14 7.8 Contracts..................................................15 7.9

FCC Authorizations. (a) Section 3.13(a) of the Company Disclosure Letter sets forth a true and complete list as of February 28, 2011 of (i) all FCC Authorizations; (ii) all applications (collectively, “Pending Applications”) currently pending before the FCC filed by or on behalf of the Company or any Company Subsidiary; (iii) all petitions for rulemaking currently pending before the FCC that were filed by the Company or any Company Subsidiary; and (iv) all pending proceedings before the FCC (including those on appeal or review to any court of competent jurisdiction) that expressly relate to the Company, any Company Subsidiary, or any Company Station. Section 3.13(a) of the Company Disclosure Letter also identifies: (A) all radio stations for which the Company or any Company Subsidiary provides programming, advertising or other services pursuant to a local marketing agreement, joint sales agreement or similar agreement; (B) all radio stations owned by the Company or any Company Subsidiary to which programming, advertising or other services are provided pursuant to a local marketing agreement, joint sales agreement or similar agreement; and (C) all pending transactions for the acquisition or disposal of any radio stations by the Company or any Company Subsidiary through a purchase, sale or exchange transaction. The Company is not aware of any reason that could reasonably be expected to result in a refusal by the FCC to renew any FCC Authorization for a full term without any conditions (other than those standard to such renewals) in the normal course.