Common use of FCC Consent; HSR Act Approval; Other Consents and Approvals Clause in Contracts

FCC Consent; HSR Act Approval; Other Consents and Approvals. (a) As promptly as practicable after the date hereof, but in any event no later than five (5) Business Days hereafter, the Seller Parties and the Buyer shall file, or any of their respective Affiliates shall file (and, in the case of the Seller Parties, shall use their reasonable best efforts to cause LIN or its Affiliates to file), with the FCC the necessary applications requesting its consent to the assignment of the Seller FCC Authorizations to the Buyer, as contemplated by this Agreement (the “FCC Applications”). The Seller Parties and the Buyer shall, or shall cause their respective Affiliates to (and, in the case of the Seller Parties, shall use their reasonable best efforts to cause LIN or its Affiliates to), cooperate in the preparation of such applications and will diligently take, or cooperate in the taking of, all necessary, desirable and proper steps, provide any additional information required by the FCC and shall use reasonable best efforts (and, in the case of the Seller Parties, shall use their reasonable best efforts to cause LIN or its Affiliates) to obtain promptly the FCC Consent; provided, however, that the parties hereto acknowledge and agree that Seller Parties, LIN or their Affiliates may take various actions related to obtaining necessary approvals for the Mergers and to consummate the Mergers, including amending the FCC Applications (which may affect the timing of FCC action with respect to the FCC Applications), and such actions shall not be deemed a violation of this obligation; provided, further, that such actions are not materially adverse to the Buyer’s other rights under this Agreement. The Seller Parties, on the one hand, and the Buyer, on the other hand, shall bear the cost of FCC filing fees relating to the FCC Applications equally. The Buyer and the Seller Parties shall (and, in the case of the Seller Parties, shall use their reasonable best efforts to cause LIN or its Affiliates to) oppose any petitions to deny or other objections filed with respect to the FCC Applications to the extent such petition or objection relates to any such party. Neither Seller Parties nor Buyer shall, and each shall cause its Affiliates not to (and, in the case of the Seller Parties, shall use their reasonable best efforts to cause LIN or its Affiliates not to), 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 preventing or materially delaying the receipt of the FCC Consent; provided, however, that the parties hereto acknowledge and agree that the Seller Parties, LIN and their respective Affiliates may take various actions related to obtaining necessary approvals for the Mergers and to consummate the Mergers, including amending the FCC Applications (which may affect the timing of FCC action with respect to the FCC Applications), and such actions shall not be deemed a violation of this obligation; provided, further, that such actions are not materially adverse to the Buyer’s other rights under this Agreement. The Seller Parties and Buyer will (and, in the case of the Seller Parties, shall use their reasonable best efforts to cause LIN or its Affiliates to) cooperate to amend the FCC Applications as may be necessary or required to reflect the consummation of the Mergers or to otherwise obtain the timely grant of the FCC Consent. To the extent reasonably necessary for the purpose of obtaining the FCC Consent in an expeditious manner, the Buyer shall enter, or cause its Affiliates to enter, into a customary assignment, assumption, tolling, or other similar arrangement with the FCC to resolve any complaints with the FCC relating to the Station.

FCC Consent; HSR Act Approval; Other Consents and Approvals. (a) With respect to the Designated Station that may not be acquired by Buyer under applicable Law, Buyer has assigned to the Qualified Assignee, in accordance with Section 11.5, Buyer’s rights hereunder to purchase the Designated Station Assets with respect to the Designated Station, in such a manner, consistent with its general obligations pursuant to this Section 5.3, intended to not delay the consummation of the transactions contemplated hereby. As promptly as practicable after the date hereofMerger Closing Date, but in any event no later than five (5) Business Days hereafterthereafter, Parent shall, pursuant to the Seller Parties and the Buyer shall Option Exercise Agreement, cause Option Party to file, and Buyer or any of their respective Affiliates the Qualified Assignee, as applicable, shall file (and, in the case of the Seller Parties, shall use their reasonable best efforts to cause LIN or its Affiliates to file), with the FCC the necessary one or more applications requesting its consent to the assignment of (i) the Seller FCC Authorizations with respect to the Stations (other than the Designated Station) to Buyer, as contemplated by this Agreement (the “Asset Sale Applications”) and (ii) the Designated Station Licenses to the Qualified Assignee, as contemplated by this Agreement and the Qualified Assignee Documents (the “Designated Station Application” and, together with the Asset Sale Applications, the “FCC Applications”). The Seller Parties Parent, Buyer and the Buyer Qualified Assignee, as applicable, shall, or shall and Parent shall, pursuant to the Option Exercise Agreement, cause their respective Affiliates to (and, in the case of the Seller Parties, shall use their reasonable best efforts to cause LIN or its Affiliates Option Party to), cooperate in the preparation of such applications and will diligently take, or cooperate in the taking of, all necessary, desirable and proper steps, provide any additional information required by the FCC and shall otherwise use commercially reasonable best efforts (and, in the case of the Seller Parties, shall use their reasonable best efforts to cause LIN or its Affiliates) to obtain promptly the FCC Consent; provided, however, that the parties hereto acknowledge . Parent and agree that Seller Parties, LIN or their Affiliates may take various actions related to obtaining necessary approvals for the Mergers and to consummate the Mergers, including amending the FCC Applications (which may affect the timing of FCC action with respect to the FCC Applications), and such actions shall not be deemed a violation of this obligation; provided, further, that such actions are not materially adverse to the Buyer’s other rights under this Agreement. The Seller Parties, on the one hand, and the Buyer, on the other hand, Buyer shall bear the cost of FCC filing fees relating to the FCC Asset Sale Applications equally. The equally Parent shall, pursuant to the Option Exercise Agreement, cause the Option Party to, make available to Buyer and the Seller Parties shall (andQualified Assignee, in promptly after the case filing thereof, copies of the Seller Parties, shall use their reasonable best efforts to cause LIN all reports filed by it or its Affiliates on or prior to the Closing Date with the FCC in respect of the Stations. Buyer and the Qualified Assignee, and Parent, as applicable, shall, and Parent shall, pursuant to the Option Exercise Agreement, cause the Option Party to) , oppose any petitions to deny or other objections filed with respect to the FCC Applications to the extent such petition or objection relates to any such party. Neither Seller Parties nor Buyer shall, and each shall cause its Affiliates not to (and, in the case of the Seller Parties, shall use their reasonable best efforts to cause LIN or its Affiliates not to), take any intentional action that would, or intentionally fail to take such action the failure of which to take would, As may reasonably be expected necessary to have facilitate the effect of preventing or materially delaying the receipt of the FCC Consent; provided, however, that the parties hereto acknowledge and agree that the Seller Parties, LIN and their respective Affiliates may take various actions related to obtaining necessary approvals for the Mergers and to consummate the Mergers, including amending the FCC Applications (which may affect the timing of FCC action with respect to the FCC Applications), and such actions shall not be deemed a violation of this obligation; provided, further, that such actions are not materially adverse to the Buyer’s other rights under this Agreement. The Seller Parties and Buyer will (and, in the case of the Seller Parties, shall use their reasonable best efforts to cause LIN or its Affiliates to) cooperate to amend the FCC Applications as may be necessary or required to reflect the consummation of the Mergers or to otherwise obtain the timely grant of the FCC Consent. To , in the extent reasonably necessary for event that the purpose of obtaining FCC advises that, to obtain the FCC Consent in an expeditious manner, the it is necessary for Buyer shall enter, or cause its Affiliates Qualified Assignee to enter, enter into a customary assignment, assumption, tolling, or other similar arrangement with the FCC to resolve any complaints with the FCC relating to any Seller FCC Authorization or any Designated Station License, as applicable, with respect to any Station, Buyer and Qualified Assignee shall, subject to the Stationindemnification obligation set forth in Section 9.1(v), enter into such a customary assignment or other arrangement with the FCC.

FCC Consent; HSR Act Approval; Other Consents and Approvals. (a) As promptly as practicable after the date hereofMerger Closing Date, but in any event no later than five (5) Business Days hereafterthereafter, Parent shall, pursuant to the Seller Parties Option Exercise Agreement, cause the Option Party to file, and the Buyer shall file, or any of their respective Affiliates shall file (and, in the case of the Seller Parties, shall use their reasonable best efforts to cause LIN or its Affiliates to file), with the FCC the necessary applications requesting its consent to the assignment of the Seller FCC Authorizations with respect to the Station to Buyer, as contemplated by this Agreement (the “FCC Applications”). The Seller Parties Parent and the Buyer shall, or shall and Parent shall, pursuant to the Option Exercise Agreement, cause their respective Affiliates to (and, in the case of the Seller Parties, shall use their reasonable best efforts to cause LIN or its Affiliates Option Party to), cooperate in the preparation of such applications and will diligently take, or cooperate in the taking of, all necessary, desirable and proper steps, provide any additional information required by the FCC and shall otherwise use commercially reasonable best efforts (and, in the case of the Seller Parties, shall use their reasonable best efforts to cause LIN or its Affiliates) to obtain promptly the FCC Consent; provided, however, that the parties hereto acknowledge . Parent and agree that Seller Parties, LIN or their Affiliates may take various actions related to obtaining necessary approvals for the Mergers and to consummate the Mergers, including amending the FCC Applications (which may affect the timing of FCC action with respect to the FCC Applications), and such actions shall not be deemed a violation of this obligation; provided, further, that such actions are not materially adverse to the Buyer’s other rights under this Agreement. The Seller Parties, on the one hand, and the Buyer, on the other hand, Buyer shall bear the cost of FCC filing fees relating to the FCC Applications equally. The Buyer and Parent shall, pursuant to the Seller Parties shall (andOption Exercise Agreement, in cause the case Option Party to, make available to Buyer, promptly after the filing thereof, copies of the Seller Parties, shall use their reasonable best efforts to cause LIN all reports filed by it or its Affiliates on or prior to the Closing Date with the FCC in respect of the Station. Buyer shall, and Parent shall, pursuant to the Option Exercise Agreement, cause Option Party to) , oppose any petitions to deny or other objections filed with respect to the FCC Applications to the extent such petition or objection relates to any such party. Neither Seller Parties nor Buyer shall, and each shall cause its Affiliates not to (and, in the case of the Seller Parties, shall use their reasonable best efforts to cause LIN or its Affiliates not to), take any intentional action that would, or intentionally fail to take such action the failure of which to take would, As may reasonably be expected necessary to have facilitate the effect of preventing or materially delaying the receipt of the FCC Consent; provided, however, that the parties hereto acknowledge and agree that the Seller Parties, LIN and their respective Affiliates may take various actions related to obtaining necessary approvals for the Mergers and to consummate the Mergers, including amending the FCC Applications (which may affect the timing of FCC action with respect to the FCC Applications), and such actions shall not be deemed a violation of this obligation; provided, further, that such actions are not materially adverse to the Buyer’s other rights under this Agreement. The Seller Parties and Buyer will (and, in the case of the Seller Parties, shall use their reasonable best efforts to cause LIN or its Affiliates to) cooperate to amend the FCC Applications as may be necessary or required to reflect the consummation of the Mergers or to otherwise obtain the timely grant of the FCC Consent. To , in the extent reasonably necessary for event that the purpose of obtaining FCC advises that, to obtain the FCC Consent in an expeditious manner, the it is necessary for Buyer shall enter, or cause its Affiliates to enter, enter into a customary assignment, assumption, tolling, or other similar arrangement with the FCC to resolve any complaints with the FCC relating to any Seller FCC Authorization with respect to the Station, Buyer shall, subject to the indemnification obligation set forth in Section 9.1(v), enter into such a customary assignment or other arrangement with the FCC.