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

FCC Consent; 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, the Buyer and their respective Affiliates, as applicable, shall 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, 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 to obtain promptly the FCC Consent; provided, however, that the parties hereto acknowledge and agree that Seller Parties or their Affiliates may take various actions solely related to obtaining necessary approvals for the Mergers and to consummate the Mergers, including amending the Seller Parties’ portion of 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 except to the extent such actions would be reasonably likely to result in the return, dismissal, or withdrawal of the FCC Applications or denial of the FCC Consent. 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 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, 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 the successful prosecution of the FCC Applications or materially delaying the receipt of the FCC Consent; provided, however, that the parties hereto acknowledge and agree that the Seller Parties and their respective Affiliates may take various actions solely 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 except to the extent such actions would be reasonably likely to result in the return, dismissal, or withdrawal of the FCC Applications or denial of the FCC Consent. The parties agree that they will 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. (b) The Seller Parties and the Buyer shall, use their respective reasonable best efforts to consummate and make effective the transactions contemplated hereby and to cause the conditions set forth in Article VII and Article VIII to be satisfied as promptly as reasonably practicable after the date hereof, including (i) in the case of the Buyer, the obtaining of all necessary approvals under any applicable communications or broadcast Laws required in connection with this Agreement, (ii) the obtaining of all necessary actions or nonactions, consents and approvals from Governmental Bodies or other persons necessary in connection with the consummation of the transactions contemplated by this Agreement and, in the case of the Seller Parties, the Mergers (including, but not limited to, the DOJ Consent and consents and approvals required pursuant to the DOJ Final Judgment) and the making of all necessary registrations and filings (including filings with Governmental Bodies if necessary) and the taking of all reasonable steps as may be necessary to obtain an approval from, or to avoid an action or proceeding by, any Governmental Body or other persons necessary in connection with the consummation of the transactions contemplated by this Agreement, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions performed or consummated by such party in accordance with the terms of this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Body vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions to be performed or consummated by such party in accordance with the terms of this Agreement and to fully carry out the purposes of this Agreement; provided, however, that the Seller Parties and their respective Affiliates may take various actions solely related to obtaining necessary approvals for the Mergers and to consummate the Mergers, including amending the FCC Applications, and such actions shall not be deemed a violation of this obligation except to the extent such actions would be reasonably likely to result in the return, dismissal, or withdrawal of the FCC Applications or denial of the FCC Consent. Notwithstanding any provision to the contrary in this Agreement, none of the Buyer or its Affiliates shall be obligated to divest or agree to divest any station or assets in connection with or relating to obtaining any consent or approval of any Person, notifying or making any filings with any Person concerning the transactions contemplated by this Agreement, or attempting to consummate and make effective the transactions contemplated by this Agreement or cause the conditions in Articles VII and VIII to be satisfied. (c) The Seller Parties and the Buyer shall, and shall cause their respective Affiliates to, use reasonable best efforts to obtain all consents, approvals and amendments from the parties to the Station Agreements which are required by the terms thereof or this Agreement for the consummation of the transactions contemplated by this Agreement; provided, however, that none of the Seller Parties, the Buyer or any of their Affiliates shall have any obligation to offer or pay any consideration in order to obtain any such consents or amendments, including, any obligation to accept or agree to any restrictions, limitations, Encumbrances, to incur any obligation, liability, or to amend, modify or otherwise alter the terms of any contract or agreement with any such party that is not included in the Purchased Assets or, insofar as any Multi-Station Contract relates to Other Seller Stations (as such terms are defined in Section 5.6), the terms thereof relating to Other Seller Stations; and provided, further, that the parties acknowledge and agree that such third party consents are not conditions to Closing, except for the certain third party consent set forth on Schedule 5.3(c) (the “Required Consents”). All such consents and amendments shall be in writing and executed copies thereof shall be delivered to the Buyer and Seller Parties promptly after receipt thereof by the applicable parties. None of the Seller Parties and Buyer shall, and the Seller Parties and Buyer shall cause their Affiliates not to, agree to any modification of any Station Agreements in the course of obtaining any consent or amendment where such modification would materially adversely affect the Business.

FCC Consent; Other Consents and Approvals. (a) As promptly as practicable after the date hereofof this Agreement, but in any event no later than five (5) Business Days hereafterbusiness days thereafter, the Seller Parties, the Equity Entities and Buyer and their respective Affiliates, as applicable, shall file with the FCC the necessary applications an application requesting its consent to the Assignment assignment of the Seller FCC Authorizations Licenses (and any extensions or renewals thereof) to Buyer from the Buyer, as contemplated by this Agreement Equity Entities (the “FCC ApplicationsTransfer Application”). The Seller Parties Equity Entities and the Buyer shall, or shall cause their respective Affiliates to, will cooperate in the preparation of such applications Transfer Applications and will diligently take, or take and will cooperate in the taking of, of all necessary, desirable reasonable steps necessary to prosecute expeditiously the Transfer Applications and proper steps, provide any additional information required by the FCC and shall will use their reasonable best efforts to obtain promptly the FCC’s consent and approval of the Transfer Applications. Any fees assessed by the FCC Consentincident to the filing or grant of such applications shall be borne equally by Buyer and the Equity Entities, with each party responsible for one half of any such fees assessed; provided, however, that Buyer will reimburse the parties hereto acknowledge Equity Entities for Buyer’s share of such fees paid by the Equity Entities, and agree that Seller Parties the Equity Entities will reimburse the Buyer for Equity Entities’ share of such fees paid by the Buyer. The Equity Entities and Buyer shall make available to each other, promptly after the filing thereof, copies of all reports filed by it or their Affiliates may take various actions solely related on or prior to obtaining necessary approvals for the Mergers and to consummate Closing Date with the Mergers, including amending the Seller Parties’ portion FCC in respect of 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 except to the extent such actions would be reasonably likely to result in the return, dismissal, or withdrawal of the FCC Applications or denial of the FCC Consent. 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 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, 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 the successful prosecution of the FCC Applications or materially delaying the receipt of the FCC Consent; provided, however, that the parties hereto acknowledge and agree that the Seller Parties and their respective Affiliates may take various actions solely 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 except to the extent such actions would be reasonably likely to result in the return, dismissal, or withdrawal of the FCC Applications or denial of the FCC Consent. The parties agree that they will 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 ConsentStations. (b) The Seller Parties Equity Entities and the Buyer shall, use their respective reasonable best efforts to consummate and make effective the transactions contemplated hereby and to cause the conditions set forth in Article VII and Article VIII to be satisfied as promptly as reasonably practicable after the date hereof, including (i) in the case of the Buyer, the obtaining of all necessary approvals under any applicable communications or broadcast Laws required in connection with this Agreement, (ii) the obtaining of all necessary actions or nonactions, consents and approvals from Governmental Bodies or other persons necessary in connection with the consummation of the transactions contemplated by this Agreement and, in the case of the Seller Parties, the Mergers (including, but not limited to, the DOJ Consent and consents and approvals required pursuant to the DOJ Final Judgment) and the making of all necessary registrations and filings (including filings with Governmental Bodies if necessary) and the taking of all reasonable steps as may be necessary to obtain an approval from, or to avoid an action or proceeding by, any Governmental Body or other persons necessary in connection with the consummation of the transactions contemplated by this Agreement, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions performed or consummated by such party in accordance with the terms of this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Body vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions to be performed or consummated by such party in accordance with the terms of this Agreement and to fully carry out the purposes of this Agreement; provided, however, that the Seller Parties and their respective Affiliates may take various actions solely related to obtaining necessary approvals for the Mergers and to consummate the Mergers, including amending the FCC Applications, and such actions shall not be deemed a violation of this obligation except to the extent such actions would be reasonably likely to result in the return, dismissal, or withdrawal of the FCC Applications or denial of the FCC Consent. Notwithstanding any provision to the contrary in this Agreement, none of the Buyer or its Affiliates shall be obligated to divest or agree to divest any station or assets in connection with or relating to obtaining any consent or approval of any Person, notifying or making any filings with any Person concerning the transactions contemplated by this Agreement, or attempting to consummate and make effective the transactions contemplated by this Agreement or cause the conditions in Articles VII and VIII to be satisfied. (c) The Seller Parties and the Buyer shall, and shall cause their respective Affiliates to, each use reasonable best efforts to obtain all any consents, approvals and amendments or permits from the parties to the Station Agreements Governmental Bodies which are required by the terms thereof or this Agreement for the consummation of the transactions contemplated by this Agreement; provided, howeverand shall jointly, that none of the Seller Partiesdiligently and expeditiously prosecute, the Buyer or any of their Affiliates and shall have any obligation to offer or pay any consideration in order to obtain any such consents or amendments, including, any obligation to accept or agree to any restrictions, limitations, Encumbrances, to incur any obligation, liability, or to amend, modify or otherwise alter the terms of any contract or agreement cooperate fully with any such party that is not included each other in the Purchased Assets orprosecution of, insofar as any Multi-Station Contract relates such requests for approval or waiver and all proceedings necessary to Other Seller Stations (as secure such terms are defined in Section 5.6), the terms thereof relating to Other Seller Stations; approvals and provided, further, that the parties acknowledge and agree that such third party consents are not conditions to Closing, except for the certain third party consent set forth on Schedule 5.3(c) (the “Required Consents”). All such consents and amendments shall be in writing and executed copies thereof shall be delivered to the Buyer and Seller Parties promptly after receipt thereof by the applicable parties. None of the Seller Parties and Buyer shall, and the Seller Parties and Buyer shall cause their Affiliates not to, agree to any modification of any Station Agreements in the course of obtaining any consent or amendment where such modification would materially adversely affect the Businesswaivers.

FCC Consent; Other Consents and Approvals. (a) As promptly as practicable after the date hereofof this Agreement, but in any event no later than five (5) Business Days hereafterbusiness days thereafter, the Seller Parties, the SBS Entities and Buyer and their respective Affiliates, as applicable, shall file with the FCC the necessary applications an application requesting its consent to the Assignment assignment of the Seller FCC Authorizations Licenses to the Buyer, as contemplated by this Agreement Buyer from SBS Licensee (the “FCC Applications”"Transfer Application"). The Seller Parties SBS Entities and the Buyer shall, or shall cause their respective Affiliates to, will cooperate in the preparation of such applications the Transfer Application and will diligently take, or take and will cooperate in the taking of, of all necessary, desirable reasonable steps necessary to prosecute expeditiously the Transfer Application and proper steps, provide any additional information required by the FCC and shall will use their reasonable best efforts to obtain promptly the FCC Consent; provided, however, that the parties hereto acknowledge FCC's consent and agree that Seller Parties or their Affiliates may take various actions solely related to obtaining necessary approvals for the Mergers and to consummate the Mergers, including amending the Seller Parties’ portion approval of the Transfer Application. Any fees assessed by the FCC Applications (which may affect the timing of FCC action with respect incident to the FCC Applications), and such actions shall not be deemed a violation of this obligation except to the extent such actions would be reasonably likely to result in the return, dismissal, filing or withdrawal grant of the FCC Applications or denial Transfer Application shall be borne equally by Buyer and the SBS Entities, with each party responsible for one half of any such fees assessed; provided that Buyer will reimburse the FCC Consent. The Seller Parties, on SBS Entities for Buyer's share of such fees paid by the one handSBS Entities, and the SBS Entities will reimburse the Buyer for the SBS Entities' share of such fees paid by the Buyer, on . Each of the other hand, SBS Entities and Buyer shall bear the cost of FCC filing fees relating make available to the other, promptly after the filing thereof, copies of all amendments, pleadings and other documents filed by it or its Affiliates with the FCC Applications equally. The Buyer between the date hereof and the Seller Parties shall oppose any petitions to deny or other objections filed with Closing Date in 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, 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 the successful prosecution of the FCC Applications or materially delaying the receipt of the FCC Consent; provided, however, that the parties hereto acknowledge and agree that the Seller Parties and their respective Affiliates may take various actions solely 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 except to the extent such actions would be reasonably likely to result in the return, dismissal, or withdrawal of the FCC Applications or denial of the FCC Consent. The parties agree that they will 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 ConsentTransfer Application. (b) The Seller Parties SBS Entities and the Buyer shall, shall each use their respective reasonable best efforts to consummate and make effective the transactions contemplated hereby and to cause the conditions set forth in Article VII and Article VIII to be satisfied as promptly as reasonably practicable after the date hereofobtain all consents, including (i) in the case of the Buyer, the obtaining of all necessary approvals under any applicable communications amendments or broadcast Laws required in connection with this Agreement, (ii) the obtaining of all necessary actions or nonactions, consents and approvals permits from Governmental Bodies or other persons necessary in connection with which are required by the consummation of the transactions contemplated by this Agreement and, in the case of the Seller Parties, the Mergers (including, but not limited to, the DOJ Consent and consents and approvals required pursuant to the DOJ Final Judgment) and the making of all necessary registrations and filings (including filings with Governmental Bodies if necessary) and the taking of all reasonable steps as may be necessary to obtain an approval from, or to avoid an action or proceeding by, any Governmental Body or other persons necessary in connection with terms thereof for the consummation of the transactions contemplated by this Agreement, (iii) the defending of any lawsuits or other legal proceedingsand shall jointly, whether judicial or administrative, challenging this Agreement or the consummation of the transactions performed or consummated by such party in accordance with the terms of this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Body vacated or reversed diligently and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions to be performed or consummated by such party in accordance with the terms of this Agreement and to fully carry out the purposes of this Agreement; provided, however, that the Seller Parties and their respective Affiliates may take various actions solely related to obtaining necessary approvals for the Mergers and to consummate the Mergers, including amending the FCC Applications, and such actions shall not be deemed a violation of this obligation except to the extent such actions would be reasonably likely to result in the return, dismissal, or withdrawal of the FCC Applications or denial of the FCC Consent. Notwithstanding any provision to the contrary in this Agreement, none of the Buyer or its Affiliates shall be obligated to divest or agree to divest any station or assets in connection with or relating to obtaining any consent or approval of any Person, notifying or making any filings with any Person concerning the transactions contemplated by this Agreement, or attempting to consummate and make effective the transactions contemplated by this Agreement or cause the conditions in Articles VII and VIII to be satisfied. (c) The Seller Parties and the Buyer shallexpeditiously prosecute, and shall cause their respective Affiliates tocooperate fully with each other in the prosecution of, use reasonable best efforts such requests for approval or waiver and all proceedings necessary to obtain all consents, secure such approvals and amendments from the parties to the Station Agreements which are required by the terms thereof or this Agreement for the consummation of the transactions contemplated by this Agreement; provided, however, that none of the Seller Parties, the Buyer or any of their Affiliates shall have any obligation to offer or pay any consideration in order to obtain any such consents or amendments, including, any obligation to accept or agree to any restrictions, limitations, Encumbrances, to incur any obligation, liability, or to amend, modify or otherwise alter the terms of any contract or agreement with any such party that is not included in the Purchased Assets or, insofar as any Multi-Station Contract relates to Other Seller Stations (as such terms are defined in Section 5.6), the terms thereof relating to Other Seller Stations; and provided, further, that the parties acknowledge and agree that such third party consents are not conditions to Closing, except for the certain third party consent set forth on Schedule 5.3(c) (the “Required Consents”). All such consents and amendments shall be in writing and executed copies thereof shall be delivered to the Buyer and Seller Parties promptly after receipt thereof by the applicable parties. None of the Seller Parties and Buyer shall, and the Seller Parties and Buyer shall cause their Affiliates not to, agree to any modification of any Station Agreements in the course of obtaining any consent or amendment where such modification would materially adversely affect the Businesswaivers.

FCC Consent; Other Consents and Approvals. (a) As promptly as practicable after the date hereof, but in any event no later than five (5) Business Days hereafterafter entry of the Sale Order, the Seller PartiesSeller, the Buyer and their respective Affiliates, as applicable, shall 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, 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 requested or required by the FCC and shall use reasonable best efforts to obtain promptly the FCC Consent; provided, however, that the parties hereto acknowledge and agree that Seller Parties or their Affiliates may take various actions solely related to obtaining necessary approvals for the Mergers and to consummate the Mergers, including amending the Seller Parties’ portion of 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 except to the extent such actions would be reasonably likely to result in the return, dismissal, or withdrawal of the FCC Applications or denial of the FCC Consent. The Seller PartiesSeller, 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 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; provided, however, that neither party shall have any obligation to participate in any evidentiary hearing designated by the FCC on any FCC Application filed with the FCC. Neither Seller Parties nor Buyer shall, and each shall cause 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 the successful prosecution of the FCC Applications or materially delaying the receipt of the FCC Consent; provided, however, that the parties hereto acknowledge and agree that the Seller Parties and their respective Affiliates may take various actions solely 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 except to the extent such actions would be reasonably likely to result in the return, dismissal, or withdrawal of the FCC Applications or denial of the FCC Consent. The parties agree that they will 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. As may reasonably be necessary to facilitate the grant of the FCC Consent, in the event that in order to obtain the FCC Consent in an expeditious manner, it is necessary for the Buyer or any of 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 Stations, the Buyer shall enter, or cause its Affiliates, as applicable, to enter, into such a customary assignment, assumption, tolling or other arrangement with the FCC. (b) The Subject to the terms and conditions herein, the Seller Parties and the Buyer shall, use their respective reasonable best efforts to consummate and make effective the transactions contemplated hereby and to cause the conditions set forth in Article VII and Article VIII to be satisfied as promptly as reasonably practicable after the date hereof, including cooperating with each other in (i) in (A) determining which filings are required to be made prior to the case of the BuyerClosing with, the obtaining of all necessary approvals under any applicable communications and which consents, approvals, permits, notices or broadcast Laws authorizations are required in connection with this Agreementto be obtained prior to Closing from, (ii) the obtaining of all necessary actions or nonactions, consents and approvals from Governmental Bodies or other persons necessary third parties in connection with the execution and delivery of this Agreement and related agreements, and consummation of the transactions contemplated by this Agreement andhereby and thereby and (B) timely making all necessary filings and timely seeking all consents, in the case approvals, permits, notices or authorizations, including to obtain entry of the Seller PartiesSale Order, the Mergers and (including, but not limited to, the DOJ Consent and consents and approvals required pursuant to the DOJ Final Judgmentii) and the making of all necessary registrations and filings (including filings with Governmental Bodies if necessary) and the taking of all reasonable steps as may be necessary to obtain an approval fromtaking, or causing to avoid an action be taken, all other actions and doing, or proceeding bycausing to be done, any Governmental Body and cooperating with each other in order to do, all other things necessary or other persons necessary in connection with the consummation of appropriate to consummate the transactions contemplated by this Agreement, (iii) hereby as soon as practicable. In the defending of event any lawsuits or other legal proceedings, whether judicial or administrative, by any Governmental Body or other Person is commenced challenging this Agreement or the consummation of the transactions to be performed or consummated by such party in accordance with the terms of this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Body vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions to be performed or consummated by such party in accordance with the terms of this Agreement and to fully carry out the purposes of this Agreement; provided, however, that the Seller Parties and their respective Affiliates may take various actions solely related to obtaining necessary approvals for the Mergers and to consummate the Mergers, including amending the FCC Applications, and such actions shall not be deemed a violation of this obligation except to the extent such actions would be reasonably likely to result in the return, dismissal, or withdrawal of the FCC Applications or denial of the FCC Consent. Notwithstanding any provision to the contrary in this Agreement, none of the Buyer or its Affiliates shall be obligated to divest or agree to divest any station or assets in connection with or relating to obtaining any consent or approval of any Person, notifying or making any filings with any Person concerning the transactions contemplated by this Agreement, or attempting to consummate and make effective the transactions contemplated by this Agreement or cause the conditions in Articles VII and VIII to be satisfied. (c) The Seller Parties and the Buyer shallshall (A) cooperate and use commercially reasonable efforts to defend against such proceeding, (B) in the event an injunction or other Order is issued in any such proceeding, use commercially reasonable efforts to have such injunction or other Order lifted, and shall cause their respective Affiliates to, use reasonable best efforts (C) cooperate reasonably regarding any other impediment to obtain all consents, approvals and amendments from the parties to the Station Agreements which are required by the terms thereof or this Agreement for the consummation of the transactions contemplated by this Agreement; provided, however, that none of the hereby. (c) [Intentionally omitted] (d) Buyer and Seller Parties, the Buyer or any of their Affiliates shall have any obligation to offer or pay any consideration in order to obtain any such consents or amendments, including, any obligation to accept or agree to any restrictions, limitations, Encumbrances, to incur any obligation, liability, or to amend, modify or otherwise alter the terms of any contract or agreement with any such party that is not included in the Purchased Assets or, insofar as any Multi-Station Contract relates to Other Seller Stations (as such terms are defined in Section 5.6), the terms thereof relating to Other Seller Stations; and provided, further, that the parties acknowledge understand and agree that Seller has a case pending as debtor in possession in the Bankruptcy Court. The terms of this Agreement, the submission of the FCC Application and the consummation of the transaction contemplated herein all are subject to the review and approval by the Bankruptcy Court, and that such third party consents are not conditions to Closing, except for the certain third party consent set forth on Schedule 5.3(c) (the “Required Consents”). All such consents and amendments approval shall be a mutual closing condition in writing accordance with Articles VII and executed copies thereof VIII hereto. In regard to Bankruptcy Court approval of this Agreement, the Parties agree that Seller shall be delivered to not file any motions, orders or other pleadings with the Buyer and Seller Parties promptly after receipt thereof by Bankruptcy Court seeking approval of this Agreement without the applicable parties. None prior written consent of the Seller Parties and Buyer shall, and the Seller Parties and Buyer shall cause their Affiliates not to, agree to any modification of any Station Agreements in the course of obtaining any consent or amendment where such modification would materially adversely affect the BusinessBuyer.

FCC Consent; 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, the Buyer and their respective Affiliates, as applicable, shall 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, 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 to obtain promptly the FCC Consent; provided, however, that the parties hereto acknowledge and agree that Seller Parties or their Affiliates may take various actions solely related to obtaining necessary approvals for the Mergers and to consummate the Mergers, including amending the Seller Parties’ portion of 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 except to the extent such actions would be reasonably likely to result in the return, dismissal, or withdrawal of the FCC Applications or denial of the FCC Consent. 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 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, 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 the successful prosecution of the FCC Applications or materially delaying the receipt of the FCC Consent; provided, however, that the parties hereto acknowledge and agree that the Seller Parties and their respective Affiliates may take various actions solely 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 except to the extent such actions would be reasonably likely to result in the return, dismissal, or withdrawal of the FCC Applications or denial of the FCC Consent. The parties agree that they will 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. (b) The Seller Parties and the Buyer shall, use their respective reasonable best efforts to consummate and make effective the transactions contemplated hereby and to cause the conditions set forth in Article VII and Article VIII to be satisfied as promptly as reasonably practicable after the date hereof, including (i) in the case of the Buyer, the obtaining of all necessary approvals under any applicable communications or broadcast Laws required in connection with this Agreement, (ii) the obtaining of all necessary actions or nonactions, consents and approvals from Governmental Bodies or other persons necessary in connection with the consummation of the transactions contemplated by this Agreement and, in the case of the Seller Parties, the Mergers (including, but not limited to, the DOJ Consent and consents and approvals required pursuant to the DOJ Final Judgment) and the making of all necessary registrations and filings (including filings with Governmental Bodies if necessary) and the taking of all reasonable steps as may be necessary to obtain an approval from, or to avoid an action or proceeding by, any Governmental Body or other persons necessary in connection with the consummation of the transactions contemplated by this Agreement, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions performed or consummated by such party in accordance with the terms of this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Body vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions to be performed or consummated by such party in accordance with the terms of this Agreement and to fully carry out the purposes of this Agreement; provided, however, that the Seller Parties and their respective Affiliates may take various actions solely related to obtaining necessary approvals for the Mergers and to consummate the Mergers, including amending the FCC Applications, and such actions shall not be deemed a violation of this obligation except to the extent such actions would be reasonably likely to result in the return, dismissal, or withdrawal of the FCC Applications or denial of the FCC Consent. Notwithstanding any provision to the contrary in this Agreement, none of the Buyer or its Affiliates shall be obligated to divest or agree to divest any station or assets in connection with or relating to obtaining any consent or approval of any Person, notifying or making any filings with any Person concerning the transactions contemplated by this Agreement, or attempting to consummate and make effective the transactions contemplated by this Agreement or cause the conditions in Articles VII and VIII to be satisfied. (c) The Seller Parties and the Buyer shall, and shall cause their respective Affiliates to, use reasonable best efforts to obtain all consents, approvals and amendments from the parties to the Station Agreements which are required by the terms thereof or this Agreement for the consummation of the transactions contemplated by this Agreement; provided, however, that none of the Seller Parties, the Buyer or any of their Affiliates shall have any obligation to offer or pay any consideration in order to obtain any such consents or amendments, including, any obligation to accept or agree to any restrictions, limitations, Encumbrances, to incur any obligation, liability, or to amend, modify or otherwise alter the terms of any contract or agreement with any such party that is not included in the Purchased Assets or, insofar as any Multi-Station Contract relates to Other Seller Stations (as such terms are defined in Section 5.6), the terms thereof relating to Other Seller Stations; and provided, further, that the parties acknowledge and agree that such third party consents are not conditions to Closing, except for the certain third party consent set forth on Schedule 5.3(c) (the “Required ConsentsConsent”). All such consents and amendments shall be in writing and executed copies thereof shall be delivered to the Buyer and Seller Parties promptly after receipt thereof by the applicable parties. None of the Seller Parties and Buyer shall, and the Seller Parties and Buyer shall cause their Affiliates not to, agree to any modification of any Station Agreements in the course of obtaining any consent or amendment where such modification would materially adversely affect the Business.