Common use of FCC Filings Clause in Contracts

FCC Filings. (a) Within fifteen (15) Business Days after the date hereof, the parties hereto shall cause to be filed with the FCC one or more applications (collectively, the “FCC Application”) requesting FCC consent to the transfer of control of the FCC Transfer Licenses from Journal to Scripps. FCC consent to the FCC Application with respect to the FCC Transfer Licenses is referred to herein as the “FCC Consent”. The FCC Application will contain commitments to divest and requests for waivers as set forth in Section 8.14 of the Journal Disclosure Schedule. The parties hereto shall diligently prosecute the FCC Application and otherwise take all actions as may be necessary to obtain the FCC Consent as soon as possible. Scripps shall pay one-half (1/2), and Journal shall pay one-half (1/2), of the FCC filing fees relating to the Transactions, irrespective of whether the Transactions are consummated. Each party hereto shall oppose any petitions to deny or other objections filed with respect to the FCC Application to the extent such petition or objection relates to such party. No party hereto shall take any action that would, or fail to take any 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. Journal shall promptly enter into tolling, assignment and assumption or similar agreements, if necessary, in connection with the FCC Application. If the Closing Date shall not have occurred for any reason within the original effective period of the FCC Consent, and neither party hereto shall have terminated this Agreement pursuant to Article 13, Scripps and Journal shall jointly request extensions of the effective period of the FCC Consent until the Closing Date occurs or this Agreement is otherwise terminated; provided, however, that no such extension of the FCC Consent shall limit the right of either party hereto to exercise such party’s rights under Article 13. (b) Journal shall prosecute each application for renewal of any Primary Journal FCC License (a “Renewal Application”) that is pending on the date hereof, and shall timely file and prosecute any Renewal Application that is required to be filed by it prior to or on the Closing Date. For each Renewal Application that is pending on the date hereof or that otherwise may become eligible for grant by the FCC prior to the Closing Date, Journal shall, to the extent reasonably necessary to expedite grant by the FCC of that Renewal Application and thereby to facilitate grant of the FCC Application, enter into a tolling, assignment and assumption or similar agreement with the FCC to extend the statute of limitations for the FCC to determine or impose a forfeiture penalty against the relevant Journal Station in connection with (i) any pending complaints that the Journal Station aired programming that contained obscene, indecent or profane material or (ii) any other enforcement matters against the Journal Station with respect to which the FCC may permit Journal to enter into a tolling assignment and assumption or similar agreement. With respect to those Journal Stations for which a Renewal Application is pending or must be filed during the pendency of the FCC Application, to avoid disruption or delay in the processing of the FCC Application, but without limiting Journal’s obligation set out in this Section 11.03(b) to use its reasonable best efforts to pursue the grant of any pending Renewal Application prior to the Closing Date through a tolling or similar agreement with the FCC, Scripps agrees, as part of the FCC Application, to request that the FCC apply its policy permitting the transfer of control of broadcast licenses in transactions involving multiple stations to proceed, notwithstanding the pendency of one or more Renewal Applications (the “FCC Renewal Policy”). Scripps shall make such representations and agree to such undertakings as are required to be made to invoke the FCC Renewal Policy, including undertakings to assume, as between the parties hereto and the FCC, the position of the applicant before the FCC with respect to any pending Renewal Application and to assume the corresponding regulatory risks relating to any such Renewal Application. (c) Notwithstanding anything in this Agreement to the contrary, Scripps and Journal each agree to use their respective reasonable best efforts to take promptly any and all steps necessary to eliminate each and every impediment and obtain all consents under any antitrust or competition law, rule or regulation (including the HSR Act), or any communications or broadcast law, rule or regulation (including the Communications Act and the rules, regulations and written decisions and policies of the FCC promulgated pursuant thereto), that may be required by the FCC, the FTC, the DOJ, any state Attorney General or any other U.S. federal, state or local governmental authority, or any applicable non-U.S. antitrust or competition Governmental Authority, in each case having competent jurisdiction, so as to enable the parties hereto to close the Transactions as promptly as practicable, including committing to or effecting, by consent decree, pocket consent decree, hold separate orders, trust or otherwise, divestitures or limitations on freedom of action as are required in order to obtain the FCC Consent or the HSR Clearance and to avoid the entry of (or to effect the dissolution of or vacate or lift) any order that would otherwise have the effect of preventing or materially delaying the consummation of the Transactions. Notwithstanding anything to the contrary in this Section 11.03(c), if any of the consents or approvals (or elimination of impediments) contemplated by the preceding sentence have not been obtained (or eliminated), in each case as of the date that is six (6) months following the date hereof, and if Scripps or Journal, after consultation with Journal or Scripps, as the case may be, determines, or, if at any time after the date hereof, the FCC, the FTC, the DOJ, any state Attorney General or any other U.S. federal, state or local governmental authority, or any applicable non-U.S. antitrust or competition Governmental Authority, has indicated, that a divestiture or other relief is required to obtain the FCC Consent (other than the divestitures set forth at Section 8.14 of the Journal Disclosure Schedule) or the HSR Clearance, or otherwise to remove any impediment or to obtain any required consents under any antitrust or competition law, rule or regulation or under the Communications Laws in connection with the consummation of the Transactions, then Scripps or Journal, as the case may be, shall have the right to provide written notice of such determination or indication to Journal or Scripps, as the case may be (a “Divestiture Notice”). Upon receipt of a Divestiture Notice, Journal or Scripps, as the case may be, shall promptly (and in all respects prior to the End Date) agree to implement or cause to be implemented such divestiture, but conditioned on consummation of the Transactions hereunder. Further, and for the avoidance of doubt, Scripps and Journal will take any and all actions necessary in order to ensure that (i) no requirement for any non-action, consent or approval of FCC, the FTC, the DOJ, any state Attorney General or any other U.S. federal, state or local governmental authority, or any applicable non-U.S. antitrust or competition governmental authority, (ii) no decree, judgment, injunction, temporary restraining order or any other order in any suit or proceeding, and (iii) no other matter relating to any antitrust or competition law or any Communications Law would preclude consummation of the Transactions on or before the End Date.

FCC Filings. (a) Within fifteen (15) Business Days 8.4.1 As soon as practicable after the date hereof, but in no event more than seven (7) Business Days following the parties hereto date hereof, Buyer and Seller shall file or cause to be filed with the FCC one or more applications (collectively, the “FCC Application”) requesting an appropriate application for FCC consent to the transfer of control assignment to Buyer of the Owned FCC Transfer Licenses from Journal to Scripps. FCC consent to and the FCC Application with respect to the FCC Transfer Licenses is referred to herein as Spectrum Leases (the “FCC ConsentAssignment Applications”. The FCC Application will contain commitments to divest and requests for waivers as set forth in Section 8.14 of the Journal Disclosure Schedule. The parties hereto shall diligently prosecute the FCC Application and otherwise take all actions as may be necessary to obtain the FCC Consent as soon as possible. Scripps shall pay one-half (1/2), and Journal shall pay one-half (1/2), of the FCC filing fees relating to the Transactions, irrespective of whether the Transactions are consummated. Each party hereto shall oppose any petitions to deny or other objections filed with respect to the FCC Application to the extent such petition or objection relates to such party. No party hereto shall take any action that would, or fail to take any 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. Journal shall promptly enter into tolling, assignment and assumption or similar agreements, if necessary, in connection with the FCC Application. If the Closing Date shall not have occurred for any reason within the original effective period of the FCC Consent, and neither party hereto shall have terminated this Agreement pursuant to Article 13, Scripps and Journal shall jointly request extensions of the effective period of the FCC Consent until the Closing Date occurs or this Agreement is otherwise terminated; provided, however, that no the failure to file within such extension seven (7) Business Day period shall not constitute a breach of this Agreement so long as the filing is made as promptly as reasonably practicable thereafter. The FCC Assignment Applications and any supplemental information furnished in connection therewith shall be in substantial compliance with the FCC Consent shall limit the right of either party hereto to exercise such party’s rights under Article 13. (b) Journal shall prosecute each application for renewal of any Primary Journal FCC License (a “Renewal Application”) that is pending on the date hereofLaws, and shall timely file contain such showings, information and prosecute requests for waivers as shall be appropriate. In the event that any Renewal Application that is required to be filed by it prior to or on the Closing Date. For each Renewal Application that is pending on the date hereof or that otherwise may become eligible for grant by information in the FCC prior to the Closing Date, Journal shall, to the extent reasonably necessary to expedite grant by the FCC of that Renewal Application and thereby to facilitate grant of the FCC Application, enter into a tolling, assignment and assumption Assignment Applications or similar agreement with the FCC to extend the statute of limitations for the FCC to determine or impose a forfeiture penalty against the relevant Journal Station any such supplemental information furnished in connection with (i) any pending complaints that therewith is deemed confidential by Buyer, the Journal Station aired programming that contained obscene, indecent or profane material or (ii) any other enforcement matters against the Journal Station with respect to which the FCC may permit Journal to enter into a tolling assignment and assumption or similar agreement. With respect to those Journal Stations for which a Renewal Application is pending or must be filed during the pendency of the FCC Application, to avoid disruption or delay in the processing of the FCC Application, but without limiting Journal’s obligation set out in this Section 11.03(b) to parties shall use its their reasonable best efforts to pursue maintain the grant of any pending Renewal Application prior to the Closing Date through a tolling or similar agreement with the FCC, Scripps agrees, as part confidentiality of the same, and Buyer (with such support from Seller as reasonably may be necessary or helpful) shall seek FCC Application, authorization to request that the FCC apply its policy permitting the transfer of control of broadcast licenses in transactions involving multiple stations to proceed, notwithstanding the pendency of one or more Renewal Applications (the “FCC Renewal Policy”). Scripps shall make withhold such representations and agree to such undertakings as are required to be made to invoke the FCC Renewal Policy, including undertakings to assume, as between the parties hereto and the FCC, the position of the applicant before the FCC with respect to any pending Renewal Application and to assume the corresponding regulatory risks relating to any such Renewal Applicationinformation from public view. (c) Notwithstanding anything in this Agreement 8.4.2 Buyer and Seller shall furnish to the contrary, Scripps each other such necessary information and Journal each agree to use their respective reasonable best efforts to take promptly any and all steps necessary to eliminate each and every impediment and obtain all consents under any antitrust or competition law, rule or regulation (including the HSR Act), or any communications or broadcast law, rule or regulation (including the Communications Act and the rules, regulations and written decisions and policies of the FCC promulgated pursuant thereto), that may be required by the FCC, the FTC, the DOJ, any state Attorney General or any other U.S. federal, state or local governmental authority, or any applicable non-U.S. antitrust or competition Governmental Authority, in each case having competent jurisdiction, so as to enable the parties hereto to close the Transactions as promptly as practicable, including committing to or effecting, by consent decree, pocket consent decree, hold separate orders, trust or otherwise, divestitures or limitations on freedom of action as are required in order to obtain the FCC Consent or the HSR Clearance and to avoid the entry of (or to effect the dissolution of or vacate or lift) any order that would otherwise have the effect of preventing or materially delaying the consummation of the Transactions. Notwithstanding anything to the contrary in this Section 11.03(c), if any of the consents or approvals (or elimination of impediments) contemplated by the preceding sentence have not been obtained (or eliminated), in each case as of the date that is six (6) months following the date hereof, and if Scripps or Journal, after consultation with Journal or Scripps, assistance as the case other may be, determines, or, if at any time after the date hereof, the FCC, the FTC, the DOJ, any state Attorney General or any other U.S. federal, state or local governmental authority, or any applicable non-U.S. antitrust or competition Governmental Authority, has indicated, that a divestiture or other relief is required to obtain the FCC Consent (other than the divestitures set forth at Section 8.14 of the Journal Disclosure Schedule) or the HSR Clearance, or otherwise to remove any impediment or to obtain any required consents under any antitrust or competition law, rule or regulation or under the Communications Laws reasonably request in connection with the consummation preparation, filing and prosecution of the TransactionsFCC Assignment Applications. Seller and Buyer shall each use their respective commercially reasonable efforts to prosecute the FCC Assignment Applications and shall furnish to the FCC any documents, then Scripps materials, or Journalother information reasonably requested by the FCC. In the event that the FCC’s approval of the FCC Assignment Applications shall be the subject of reconsideration, as the case may bereview or appeal, Seller and Buyer shall have the right use their respective commercially reasonable efforts to provide written notice of such determination or indication to Journal or Scripps, as the case may be (a “Divestiture Notice”). Upon receipt of a Divestiture Notice, Journal or Scripps, as the case may be, shall promptly (defend diligently and in all respects prior to good faith such reconsideration, review or appeal. 8.4.3 Buyer and Seller shall bear their own expenses in connection with the End Date) agree to implement or cause to be implemented such divestiturepreparation, but conditioned on consummation filing, and prosecution of the Transactions hereunder. FurtherFCC Assignment Applications; provided, and for the avoidance of doubthowever, Scripps and Journal will take any and that all actions necessary filing fees incurred in order to ensure that (i) no requirement for any non-action, consent or approval of FCC, the FTC, the DOJ, any state Attorney General or any other U.S. federal, state or local governmental authority, or any applicable non-U.S. antitrust or competition governmental authority, (ii) no decree, judgment, injunction, temporary restraining order or any other order in any suit or proceeding, and (iii) no other matter relating to any antitrust or competition law or any Communications Law would preclude consummation of the Transactions on or before the End Dateconnection therewith shall be borne by Buyer.

FCC Filings. (a) Within fifteen five (155) Business Days business days after the date hereofof this Agreement, the parties hereto Xxxxxx shall cause to be filed file with the FCC one and thereafter diligently prosecute a minor change application for a construction permit for Sharee’s Station in order to implement this Agreement (the “CP”) (and, if required, include with such application a copy of this Agreement with appropriate redactions of confidential information). Sharer shall xxxxxxx Xxxxxx with such information and assistance as Xxxxxx may reasonably request in connection with Sharee’s preparation of such application (or more the covering license application). Neither party shall take any action that would reasonably be expected to result in the dismissal of the FCC application for the CP or the covering license application. All FCC filing fees (if any) associated with the minor change application and the covering license application shall be paid by Sharer. The parties shall cooperate in good faith to prepare, submit, and prosecute any other applications with the FCC that may be necessary to implement the sharing arrangement contemplated by this Agreement, including without limitation license applications for the Shared Channel and any necessary community of license change. (b) Within three (3) business days after the Sharing Commencement Date, Xxxxxx shall file and thereafter diligently prosecute a license application to cover the CP. (c) If the FCC imposes a condition on the approval, performance or terms and conditions of this Agreement or any of the FCC applications filed pursuant to this Agreement that (i) has the effect of materially increasing the cost of performance by a party of its obligations under this Agreement or (ii) cancels, changes or supersedes any material term or provision of this Agreement (collectively, a “Regulatory Condition”), then the “FCC Application”) requesting FCC consent parties shall negotiate in good faith to modify this Agreement in a manner consistent with the transfer form, intent and purpose of control of the FCC Transfer Licenses from Journal to Scripps. FCC consent to the FCC Application with respect to the FCC Transfer Licenses is referred to herein as the “FCC Consent”. The FCC Application will contain commitments to divest this Agreement and requests for waivers as set forth in Section 8.14 of the Journal Disclosure Schedule. The parties hereto shall diligently prosecute the FCC Application and otherwise take all actions as may be necessary to obtain comply with such Regulatory Condition, while maintaining to the FCC Consent as soon as possible. Scripps shall pay one-half (1/2), and Journal shall pay one-half (1/2), greatest extent possible the benefit of the FCC filing fees relating to the Transactions, irrespective bargain of whether the Transactions are consummated. Each party hereto shall oppose any petitions to deny or other objections filed with respect to the FCC Application to the extent such petition or objection relates to such party. No party hereto shall take any action that would, or fail to take any 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. Journal shall promptly enter into tolling, assignment and assumption or similar agreements, if necessary, in connection with the FCC Application. If the Closing Date shall not have occurred for any reason within the original effective period of the FCC Consent, and neither party hereto shall have terminated this Agreement pursuant to Article 13, Scripps and Journal shall jointly request extensions of the effective period of the FCC Consent until the Closing Date occurs or this Agreement is otherwise terminated; provided, however, that no such extension of the FCC Consent shall limit the right of either party hereto to exercise such party’s rights under Article 13. (b) Journal shall prosecute each application for renewal of any Primary Journal FCC License (a “Renewal Application”) that is pending on the date hereof, and shall timely file and prosecute any Renewal Application that is required to be filed by it prior to or on the Closing Date. For each Renewal Application that is pending on the date hereof or that otherwise may become eligible for grant by the FCC prior to the Closing Dateimposition of such Regulatory Condition, Journal shall, provided that no party shall be required to the extent reasonably necessary to expedite grant by the FCC of that Renewal Application and thereby to facilitate grant of the FCC Application, enter into a tolling, assignment and assumption or similar agreement with the FCC to extend the statute of limitations for the FCC to determine or impose a forfeiture penalty against the relevant Journal Station in connection with (i) any pending complaints that the Journal Station aired programming that contained obscene, indecent or profane material or (ii) any other enforcement matters against the Journal Station with respect to which the FCC may permit Journal to enter into a tolling assignment and assumption or similar agreement. With respect to those Journal Stations for which a Renewal Application is pending or must be filed during the pendency of the FCC Application, to avoid disruption or delay in the processing of the FCC Application, but without limiting Journal’s obligation set out in this Section 11.03(b) to use its reasonable best efforts to pursue the grant of any pending Renewal Application prior to the Closing Date through a tolling or similar agreement with the FCC, Scripps agrees, as part of the FCC Application, to request that the FCC apply its policy permitting the transfer of control of broadcast licenses in transactions involving multiple stations to proceed, notwithstanding the pendency of one or more Renewal Applications (the “FCC Renewal Policy”). Scripps shall make such representations and agree to such undertakings as are required to be made to invoke the FCC Renewal Policy, including undertakings to assume, as between the parties hereto and the FCC, the position of the applicant before the FCC with respect to any pending Renewal Application and to assume the corresponding regulatory risks relating to any such Renewal Application. (c) Notwithstanding anything in this Agreement to the contrary, Scripps and Journal each agree to use their respective reasonable best efforts to take promptly any and all steps necessary to eliminate each and every impediment and obtain all consents under any antitrust or competition law, rule or regulation (including the HSR Act), or any communications or broadcast law, rule or regulation (including the Communications Act and the rules, regulations and written decisions and policies of the FCC promulgated pursuant thereto), that may be required by the FCC, the FTC, the DOJ, any state Attorney General or any other U.S. federal, state or local governmental authority, or any applicable non-U.S. antitrust or competition Governmental Authority, in each case having competent jurisdiction, so as to enable the parties hereto to close the Transactions as promptly as practicable, including committing to or effecting, by consent decree, pocket consent decree, hold separate orders, trust or otherwise, divestitures or limitations on freedom of action as are required in order to obtain the FCC Consent or the HSR Clearance and to avoid the entry of (or to effect the dissolution of or vacate or lift) any order amendment that would otherwise have the effect of preventing or materially delaying the consummation of the Transactions. Notwithstanding anything to the contrary in this Section 11.03(c), if any of the consents or approvals (or elimination of impediments) contemplated by the preceding sentence have not been obtained (or eliminated), in each case as of the date deprive that is six (6) months following the date hereof, and if Scripps or Journal, after consultation with Journal or Scripps, as the case may be, determines, or, if at any time after the date hereof, the FCC, the FTC, the DOJ, any state Attorney General or any other U.S. federal, state or local governmental authority, or any applicable non-U.S. antitrust or competition Governmental Authority, has indicated, that a divestiture or other relief is required to obtain the FCC Consent (other than the divestitures set forth at Section 8.14 of the Journal Disclosure Schedule) or the HSR Clearance, or otherwise to remove any impediment or to obtain any required consents under any antitrust or competition law, rule or regulation or under the Communications Laws in connection with the consummation of the Transactions, then Scripps or Journal, as the case may be, shall have the right to provide written notice of such determination or indication to Journal or Scripps, as the case may be (a “Divestiture Notice”). Upon receipt party of a Divestiture Notice, Journal or Scripps, as the case may be, shall promptly (and in all respects prior to the End Date) agree to implement or cause to be implemented such divestiture, but conditioned on consummation material benefit of the Transactions hereunder. Further, and for the avoidance of doubt, Scripps and Journal will take any and all actions necessary in order to ensure that (i) no requirement for any non-action, consent or approval of FCC, the FTC, the DOJ, any state Attorney General or any other U.S. federal, state or local governmental authority, or any applicable non-U.S. antitrust or competition governmental authority, (ii) no decree, judgment, injunction, temporary restraining order or any other order in any suit or proceeding, and (iii) no other matter relating to any antitrust or competition law or any Communications Law would preclude consummation of the Transactions on or before the End Datethis Agreement.

FCC Filings. (a) Sellers will file or cause to be filed with the FCC as soon as practicable after the commencement of the Bankruptcy Cases, but in no event more than ten (10) Business Days following the commencement of the Bankruptcy Cases, pro forma applications with respect to the assignment of all FCC Licenses to the applicable Seller, in each case as a debtor-in-possession. Sellers shall use their best efforts to prosecute such pro forma applications to obtain FCC approval. No Seller shall take any action, or fail to take any action, if such action or failure to act would (or would be expected to) have the effect of delaying the receipt of or failing to obtain such FCC consent, including, but not limited to, providing such information or data as the FCC may request. (b) Within fifteen ten (1510) Business Days after the date hereof, the parties hereto shall Sellers will file or will cause to be filed with the FCC one or more applications (collectively, an application to partition the “FCC Application”) requesting FCC consent portion of the WorldCom BTAs that is not leased pursuant to the transfer of control WorldCom BTA Agreements in accordance with Exhibit B of the FCC Transfer Licenses from Journal WorldCom BTA Agreements (the "Partitioned BTAs"). Sellers shall use their best efforts to Scripps. FCC consent to the FCC Application with respect to the FCC Transfer Licenses is referred to herein as the “FCC Consent”. The FCC Application will contain commitments to divest and requests for waivers as set forth in Section 8.14 of the Journal Disclosure Schedule. The parties hereto shall diligently prosecute the FCC Application and otherwise take all actions as may be necessary such application to obtain the FCC Consent as soon as possible. Scripps shall pay one-half (1/2), and Journal shall pay one-half (1/2), of the FCC filing fees relating to the Transactions, irrespective of whether the Transactions are consummated. Each party hereto shall oppose any petitions to deny or other objections filed with respect to the FCC Application to the extent such petition or objection relates to such partyapproval. No party hereto Seller shall take any action that wouldaction, or fail to take any action, if such action the or failure of which to take would, reasonably act would (or would be expected to to) have the effect of preventing or materially delaying the receipt of or failing to obtain the FCC Consentconsent for such partitions, including, but not limited to, providing such information or data as the FCC may request. Journal If the WorldCom BTAs are not partitioned in accordance with this Section 7.04(b) by the date of entry of the Approval Order then, Purchaser and Sellers will cause the application to partition the WorldCom BTAs to be incorporated into the FCC Assignment Application at the time of filing of the FCC Assignment Applications. (c) Not later than five (5) Business Days following the date of entry of the Approval Order, Purchaser and Sellers shall promptly enter into tolling, assignment and assumption file or similar agreements, if necessary, in connection cause to be filed with the FCC Application. If all appropriate applications with respect to the assignment to Purchaser of the Company FCC Licenses, the amendment of the Company Pending Applications to specify Purchaser as the applicant as of the Closing Date shall not have occurred for any reason within and the original effective period partitioning of the FCC Consent, and neither party hereto shall have terminated this Agreement pursuant WorldCom BTAs into the Partitioned BTAs to Article 13, Scripps and Journal shall jointly request extensions the extent not partitioned in accordance with Section 7.04(b) by the date of entry of the effective Approval Order. During the period from the date of entry of the FCC Consent until the Closing Date occurs or this Agreement is otherwise terminated; provided, however, that no such extension of the FCC Consent shall limit the right of either party hereto to exercise such party’s rights under Article 13. (b) Journal shall prosecute each application for renewal of any Primary Journal FCC License (a “Renewal Application”) that is pending on the date hereof, and shall timely file and prosecute any Renewal Application that is required to be filed by it prior to or on the Closing Date. For each Renewal Application that is pending on the date hereof or that otherwise may become eligible for grant by the FCC prior Approval Order to the Closing Date, Journal shallpromptly after any other FCC authorization or application becomes a Company FCC License or Company Pending Application, as applicable, Purchaser and Sellers shall file or cause to the extent reasonably necessary to expedite grant by be filed with the FCC of that Renewal Application such assignment applications and thereby filings with respect to facilitate grant such FCC authorizations and applications. Such FCC authorizations and applications are hereinafter referred to as the "FCC Assignment Applications." The FCC Assignment Applications and any supplemental information furnished in connection therewith shall be in substantial compliance with the FCC Rules. (d) Purchaser and Sellers shall furnish to each other such necessary information and reasonable assistance as the other may reasonably request in connection with the preparation, filing and prosecution of the FCC Assignment Applications and the WorldCom BTA Application, enter into a tolling, assignment if any. Purchaser and assumption or similar agreement with the FCC to extend the statute of limitations for the FCC to determine or impose a forfeiture penalty against the relevant Journal Station Sellers shall bear their own expenses in connection with the preparation, filing and prosecution of the FCC Assignment Applications and the WorldCom BTA Application, if any. Purchaser and Sellers shall each use their commercially reasonable efforts to prosecute the FCC Assignment Applications and the WorldCom BTA Application, if any, and shall furnish to the FCC any documents, materials, or other information reasonably requested by the FCC; provided that in connection with obtaining such approvals, Purchaser shall not be required to agree to any conditions or limitations (i) with respect to any pending complaints that business or property of Purchaser or its Affiliates (excluding the Journal Station aired programming that contained obscene, indecent or profane material Acquired Assets) on terms not acceptable to Purchaser in its sole and absolute discretion or (ii) any other enforcement matters against on the Journal Station with respect Acquired Assets on terms not reasonably acceptable to which Purchaser or that would have, in the aggregate, a material impact on the benefits expected to be obtained by Purchaser and its Affiliates from the Acquisition. (e) If the condition set forth in Section 8.02(g) hereof has not been satisfied on or before April 1, 2004, Sellers will, upon written notice from Purchaser, either (i) amend and bifurcate the FCC may permit Journal to enter into a tolling assignment and assumption or similar agreement. With respect to those Journal Stations for which a Renewal Assignment Application is pending or must be filed during the pendency in order that all portions of the FCC Application, Assignment Applications relating to avoid disruption or delay in the processing of WorldCom BTAs be considered for approval by the FCC Application, but without limiting Journal’s obligation set out pursuant to a separate application process or (ii) if the bifurcation described in this Section 11.03(bclause (i) to use its reasonable best efforts to pursue the grant of any pending Renewal Application prior to the Closing Date through a tolling or similar agreement with the FCC, Scripps agrees, as part of the FCC Application, to request that the FCC apply its policy permitting the transfer of control of broadcast licenses in transactions involving multiple stations to proceed, notwithstanding the pendency of one or more Renewal Applications (the “FCC Renewal Policy”). Scripps shall make such representations and agree to such undertakings as are required to be made to invoke the FCC Renewal Policy, including undertakings to assume, as between the parties hereto and the FCC, the position of the applicant before the FCC with respect to any pending Renewal Application and to assume the corresponding regulatory risks relating to any such Renewal Application. (c) Notwithstanding anything in this Agreement to the contrary, Scripps and Journal each agree to use their respective reasonable best efforts to take promptly any and all steps necessary to eliminate each and every impediment and obtain all consents under any antitrust or competition law, rule or regulation (including the HSR Act), or any communications or broadcast law, rule or regulation (including the Communications Act and the rules, regulations and written decisions and policies of the FCC promulgated pursuant thereto), that may be required is not permitted by the FCC, the FTC, the DOJ, any state Attorney General or any other U.S. federal, state or local governmental authority, or any applicable non-U.S. antitrust or competition Governmental Authority, in each case having competent jurisdiction, so as to enable the parties hereto to close the Transactions as promptly as practicable, including committing to or effecting, by consent decree, pocket consent decree, hold separate orders, trust or otherwise, divestitures or limitations on freedom of action as are required in order to obtain amend the FCC Consent or Assignment Application to delete the HSR Clearance and to avoid the entry of (or to effect the dissolution of or vacate or lift) any order that would otherwise have the effect of preventing or materially delaying the consummation portions of the Transactions. Notwithstanding anything FCC Assignment Applications relating to the contrary in this Section 11.03(c)WorldCom BTAs from the FCC Assignment Applications and will, if any not later than five (5) Business Days following the amendment of the consents FCC Assignment Applications, file or approvals (or elimination of impediments) contemplated by cause to be filed with the preceding sentence have not been obtained (or eliminated), in each case as FCC a separate application with respect to the partitioning of the date that is six WorldCom BTAs in accordance with Exhibit B of the WorldCom BTA Agreements and the transfer and assignment to Purchaser of the Partitioned BTAs (6) months following the date hereof, and if Scripps bifurcated application or Journal, after consultation with Journal or Scrippsseparate application, as the case may be, determines, orthe "WorldCom BTA Application"). The WorldCom BTA Application, if at any, and any time after the date hereof, the FCC, the FTC, the DOJ, any state Attorney General or any other U.S. federal, state or local governmental authority, or any applicable non-U.S. antitrust or competition Governmental Authority, has indicated, that a divestiture or other relief is required to obtain supplemental information furnished in connection therewith shall be in substantial compliance with the FCC Consent (other than the divestitures set forth at Section 8.14 of the Journal Disclosure Schedule) or the HSR Clearance, or otherwise to remove any impediment or to obtain any required consents under any antitrust or competition law, rule or regulation or under the Communications Laws in connection with the consummation of the Transactions, then Scripps or Journal, as the case may be, shall have the right to provide written notice of such determination or indication to Journal or Scripps, as the case may be (a “Divestiture Notice”). Upon receipt of a Divestiture Notice, Journal or Scripps, as the case may be, shall promptly (and in all respects prior to the End Date) agree to implement or cause to be implemented such divestiture, but conditioned on consummation of the Transactions hereunder. Further, and for the avoidance of doubt, Scripps and Journal will take any and all actions necessary in order to ensure that (i) no requirement for any non-action, consent or approval of FCC, the FTC, the DOJ, any state Attorney General or any other U.S. federal, state or local governmental authority, or any applicable non-U.S. antitrust or competition governmental authority, (ii) no decree, judgment, injunction, temporary restraining order or any other order in any suit or proceeding, and (iii) no other matter relating to any antitrust or competition law or any Communications Law would preclude consummation of the Transactions on or before the End DateRules.

FCC Filings. (a) Within fifteen Not later than ten (1510) Business Days after following the date hereof, the parties hereto Purchaser and BellSouth shall file or cause to be filed with the FCC one all appropriate applications and notifications (which notifications shall be filed on or more applications before the deadlines specified in the FCC Rules instead of ten (collectively, 10) Business Days following the “FCC Application”) requesting FCC consent date hereof with respect to the Transfer of the Acquired Assets), and such applications shall include a request for authority to acquire control of any Pending Applications and to specify Purchaser as the controlling party of the applicant as of any Closing at which such Pending Application is Transferred to Purchaser. During the period from the date hereof to the final Closing Date, promptly after any other FCC authorization or application becomes a License or Pending Application, as applicable, Purchaser and BellSouth shall file or cause to be filed with the FCC the aforementioned transfer of control applications and filings with respect to such FCC authorizations and applications. The FCC applications, amendments and notifications referred to in this Section 7.04(a) are hereinafter referred to as the "FCC Transfer Applications"). The FCC Transfer Applications and any supplemental information furnished in connection therewith shall be in substantial compliance with the FCC Rules or be responsive to a request of the FCC. (b) Purchaser and BellSouth shall furnish to one another such necessary information and assistance as Purchaser or BellSouth may request in connection with the preparation, filing, and prosecution of the FCC Transfer Licenses from Journal Applications in order to Scrippshave such applications made as expeditiously as practicable. FCC consent to Neither party shall participate in any meeting with the FCC Application with respect to the FCC Transfer Licenses is referred to herein as the “FCC Consent”. The FCC Application will contain commitments to divest and requests for waivers as set forth in Section 8.14 of the Journal Disclosure Schedule. The parties hereto shall diligently prosecute the FCC Application and otherwise take all actions as may be necessary to obtain the FCC Consent as soon as possible. Scripps shall pay one-half (1/2), and Journal shall pay one-half (1/2), of the FCC filing fees relating to the Transactions, irrespective of whether the Transactions are consummated. Each party hereto shall oppose any petitions to deny or other objections filed with respect to the FCC Application to the extent such petition or objection relates to such party. No party hereto shall take any action that would, or fail to take any 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. Journal shall promptly enter into tolling, assignment and assumption or similar agreements, if necessary, its staff in connection with the FCC ApplicationTransfer Applications without the participation of the other, unless the other party waives its right to participate. Purchaser and BellSouth shall bear their own expenses in connection with the preparation, filing, and prosecution of the FCC Transfer Applications; provided, however, that all filing fees and similar out-of-pocket costs incurred in connection therewith shall be borne by Purchaser. Purchaser and BellSouth shall use their best efforts to cooperate and prosecute the FCC Transfer Applications in good faith and with due diligence before the FCC, and shall furnish to the FCC any documents, materials, or other information requested by the FCC in order to obtain such approvals as expeditiously as practicable. (c) If the final Closing Date shall not have occurred for any reason within any applicable consummation period set forth on the original effective period FCC's approval of the any FCC ConsentTransfer Application, and neither party hereto Purchaser nor BellSouth shall have terminated this Agreement or any obligations of Purchaser or BellSouth under this Agreement pursuant to Article 13IX, Scripps then Purchaser and Journal BellSouth shall jointly request extensions of the effective period of the FCC Consent until the Closing Date occurs or this Agreement is otherwise terminated; provided, however, that no such extension of the FCC Consent shall limit the right of either party hereto to exercise such party’s rights under Article 13. (b) Journal shall prosecute each application for renewal of any Primary Journal FCC License (a “Renewal Application”) that is pending on the date hereof, and shall timely file and prosecute any Renewal Application that is required to be filed by it prior to or on the Closing Date. For each Renewal Application that is pending on the date hereof or that otherwise may become eligible for grant by the FCC prior to the Closing Date, Journal shall, to the extent reasonably necessary to expedite grant by the FCC of that Renewal Application and thereby to facilitate grant of the FCC Application, enter into a tolling, assignment and assumption or similar agreement with the FCC to extend the statute of limitations for the FCC to determine or impose a forfeiture penalty against the relevant Journal Station in connection with (i) any pending complaints that the Journal Station aired programming that contained obscene, indecent or profane material or (ii) any other enforcement matters against the Journal Station with respect to which the FCC may permit Journal to enter into a tolling assignment and assumption or similar agreement. With respect to those Journal Stations for which a Renewal Application is pending or must be filed during the pendency of the FCC Application, to avoid disruption or delay in the processing of the FCC Application, but without limiting Journal’s obligation set out in this Section 11.03(b) to use its reasonable best efforts to pursue the grant of any pending Renewal Application prior to the Closing Date through a tolling or similar agreement with the FCC, Scripps agrees, as part of the FCC Application, to request that the FCC apply its policy permitting the transfer of control of broadcast licenses in transactions involving multiple stations to proceed, notwithstanding the pendency of one or more Renewal Applications (extensions of reasonable duration of the “FCC Renewal Policy”)consummation period of such approval. Scripps shall make such representations and agree to such undertakings as are required to be made to invoke In the FCC Renewal Policy, including undertakings to assume, as between the parties hereto and event that the FCC's approval of any FCC Transfer Application shall be the subject of an Appeal, the position of the applicant before the FCC with respect to any pending Renewal Application BellSouth and to assume the corresponding regulatory risks relating to any such Renewal Application. (c) Notwithstanding anything in this Agreement to the contrary, Scripps and Journal each agree to Purchaser shall use their respective commercially reasonable best efforts to take promptly any and all steps necessary to eliminate each and every impediment and obtain all consents under any antitrust or competition law, rule or regulation (including the HSR Act), or any communications or broadcast law, rule or regulation (including the Communications Act and the rules, regulations and written decisions and policies of the FCC promulgated pursuant thereto), that may be required by the FCC, the FTC, the DOJ, any state Attorney General or any other U.S. federal, state or local governmental authority, or any applicable non-U.S. antitrust or competition Governmental Authority, in each case having competent jurisdiction, so as to enable the parties hereto to close the Transactions as promptly as practicable, including committing to or effecting, by consent decree, pocket consent decree, hold separate orders, trust or otherwise, divestitures or limitations on freedom of action as are required in order to obtain the FCC Consent or the HSR Clearance and to avoid the entry of (or to effect the dissolution of or vacate or lift) any order that would otherwise have the effect of preventing or materially delaying the consummation of the Transactions. Notwithstanding anything to the contrary in this Section 11.03(c), if any of the consents or approvals (or elimination of impediments) contemplated by the preceding sentence have not been obtained (or eliminated), in each case as of the date that is six (6) months following the date hereof, and if Scripps or Journal, after consultation with Journal or Scripps, as the case may be, determines, or, if at any time after the date hereof, the FCC, the FTC, the DOJ, any state Attorney General or any other U.S. federal, state or local governmental authority, or any applicable non-U.S. antitrust or competition Governmental Authority, has indicated, that a divestiture or other relief is required to obtain the FCC Consent (other than the divestitures set forth at Section 8.14 of the Journal Disclosure Schedule) or the HSR Clearance, or otherwise to remove any impediment or to obtain any required consents under any antitrust or competition law, rule or regulation or under the Communications Laws in connection with the consummation of the Transactions, then Scripps or Journal, as the case may be, shall have the right to provide written notice of such determination or indication to Journal or Scripps, as the case may be (a “Divestiture Notice”). Upon receipt of a Divestiture Notice, Journal or Scripps, as the case may be, shall promptly (defend diligently and in all respects prior to the End Date) agree to implement or cause to be implemented good faith such divestiture, but conditioned on consummation of the Transactions hereunder. Further, and for the avoidance of doubt, Scripps and Journal will take any and all actions necessary in order to ensure that (i) no requirement for any non-action, consent or approval of FCC, the FTC, the DOJ, any state Attorney General or any other U.S. federal, state or local governmental authority, or any applicable non-U.S. antitrust or competition governmental authority, (ii) no decree, judgment, injunction, temporary restraining order or any other order in any suit or proceeding, and (iii) no other matter relating to any antitrust or competition law or any Communications Law would preclude consummation of the Transactions on or before the End DateAppeal.

FCC Filings. (a) Within fifteen Sellers shall use their best efforts to prosecute applications filed by Seller to partition the Partitioned BTAs to obtain FCC approval. No Seller shall take any action, or fail to take any action, if such action or failure to act would (15or would be expected to) have the effect of delaying the receipt of or failing to obtain the FCC consent for such partitions, including, but not limited to, providing such information or data as the FCC may request. If the WorldCom BTAs are not partitioned in accordance with this Section 7.04(a) by the date of entry of the Approval Order then, Purchaser and Sellers will cause the application to partition the WorldCom BTAs to be incorporated into the FCC Assignment Application at the time of filing of the FCC Assignment Applications. (b) Not later than five (5) Business Days after following the date hereofthat the Approval Order becomes a Final Order, the parties hereto Purchaser and Sellers shall file or cause to be filed with the FCC one or more all appropriate applications (collectively, the “FCC Application”) requesting FCC consent to the transfer of control of the FCC Transfer Licenses from Journal to Scripps. FCC consent to the FCC Application with respect to the assignment to Purchaser of the Company FCC Transfer Licenses is referred Licenses, the amendment of the Company Pending Applications to herein specify Purchaser as the “FCC Consent”. The FCC Application will contain commitments to divest and requests for waivers applicant as set forth in Section 8.14 of the Journal Disclosure Schedule. The parties hereto shall diligently prosecute Closing and the FCC Application and otherwise take all actions as may be necessary to obtain the FCC Consent as soon as possible. Scripps shall pay one-half (1/2), and Journal shall pay one-half (1/2), partitioning of the FCC filing fees relating to WorldCom BTAs into the Transactions, irrespective of whether the Transactions are consummated. Each party hereto shall oppose any petitions to deny or other objections filed with respect to the FCC Application Partitioned BTAs to the extent such petition or objection relates to such partynot partitioned in accordance with Section 7.04(a). No party hereto shall take any action that would, or fail to take any action During the failure period from the date of which to take would, reasonably be expected to have the effect of preventing or materially delaying the receipt entry of the FCC Consent. Journal shall promptly enter into tolling, assignment and assumption or similar agreements, if necessary, in connection with the FCC Application. If the Closing Date shall not have occurred for any reason within the original effective period of the FCC Consent, and neither party hereto shall have terminated this Agreement pursuant to Article 13, Scripps and Journal shall jointly request extensions of the effective period of the FCC Consent until the Closing Date occurs or this Agreement is otherwise terminated; provided, however, that no such extension of the FCC Consent shall limit the right of either party hereto to exercise such party’s rights under Article 13. (b) Journal shall prosecute each application for renewal of any Primary Journal FCC License (a “Renewal Application”) that is pending on the date hereof, and shall timely file and prosecute any Renewal Application that is required to be filed by it prior to or on the Closing Date. For each Renewal Application that is pending on the date hereof or that otherwise may become eligible for grant by the FCC prior Approval Order to the Closing Date, Journal shall, to the extent reasonably necessary to expedite grant by the promptly after any other FCC of that Renewal Application and thereby to facilitate grant of the authorization or application becomes a Company FCC License or Company Pending Application, enter into a tollingas applicable, assignment Purchaser and assumption Sellers shall file or similar agreement cause to be filed with the FCC to extend the statute of limitations for the FCC to determine or impose a forfeiture penalty against the relevant Journal Station in connection with (i) any pending complaints that the Journal Station aired programming that contained obscene, indecent or profane material or (ii) any other enforcement matters against the Journal Station such assignment applications and filings with respect to which such FCC authorizations and applications. Such FCC authorizations and applications, and the WorldCom BTA Application, if applicable, are hereinafter referred to as the "FCC Assignment Applications." The FCC Assignment Applications and any supplemental information furnished in connection therewith shall be in substantial compliance with the FCC may permit Journal Rules or be responsive to enter into a tolling assignment and assumption or similar agreement. With respect to those Journal Stations for which a Renewal Application is pending or must be filed during the pendency request of the FCC Application, to avoid disruption or delay in the processing of the FCC Application, but without limiting Journal’s obligation set out in this Section 11.03(b) to use its reasonable best efforts to pursue the grant of any pending Renewal Application prior to the Closing Date through a tolling or similar agreement with the FCC, Scripps agrees, as part of the FCC Application, to request that the FCC apply its policy permitting the transfer of control of broadcast licenses in transactions involving multiple stations to proceed, notwithstanding the pendency of one or more Renewal Applications (the “FCC Renewal Policy”). Scripps shall make such representations and agree to such undertakings as are required to be made to invoke the FCC Renewal Policy, including undertakings to assume, as between the parties hereto and the FCC, the position of the applicant before the FCC with respect to any pending Renewal Application and to assume the corresponding regulatory risks relating to any such Renewal Application. (c) Notwithstanding anything Purchaser and Sellers shall furnish to each other such necessary information and reasonable assistance as the other may reasonably request in this Agreement to connection with the contrarypreparation, Scripps filing and Journal each agree to use their respective reasonable best efforts to take promptly any and all steps necessary to eliminate each and every impediment and obtain all consents under any antitrust or competition law, rule or regulation (including the HSR Act), or any communications or broadcast law, rule or regulation (including the Communications Act and the rules, regulations and written decisions and policies prosecution of the FCC promulgated pursuant thereto)Assignment Applications. Purchaser and Sellers shall bear their own expenses in connection with the preparation, filing and prosecution of the FCC Assignment Applications. Purchaser and Sellers shall each use their commercially reasonable efforts to prosecute the FCC Assignment Applications and shall furnish to the FCC any documents, materials, or other information reasonably requested by the FCC; provided that may in connection with obtaining such approvals, Purchaser shall not be required to agree to any conditions or limitations (i) with respect to any business or property of Purchaser or its Affiliates (excluding the Acquired Assets) on terms not acceptable to Purchaser in its sole and absolute discretion or (ii) on the Acquired Assets on terms not reasonably acceptable to Purchaser or that would have, in the aggregate, a material impact on the benefits expected to be obtained by Purchaser and its Affiliates from the Acquisition. (d) If the condition set forth in Section 8.02(g) hereof has not been satisfied on or before April 1, 2004, Sellers will, upon written notice from Purchaser, either (i) amend and bifurcate the FCC Assignment Application in order that all portions of the FCC Assignment Applications relating to the WorldCom BTAs be considered for approval by the FCC pursuant to a separate application process or (ii) if the bifurcation described in clause (i) is not permitted by the FCC, the FTC, the DOJ, any state Attorney General or any other U.S. federal, state or local governmental authority, or any applicable non-U.S. antitrust or competition Governmental Authority, in each case having competent jurisdiction, so as to enable the parties hereto to close the Transactions as promptly as practicable, including committing to or effecting, by consent decree, pocket consent decree, hold separate orders, trust or otherwise, divestitures or limitations on freedom of action as are required in order to obtain amend the FCC Consent or Assignment Application to delete the HSR Clearance and to avoid the entry of (or to effect the dissolution of or vacate or lift) any order that would otherwise have the effect of preventing or materially delaying the consummation portions of the Transactions. Notwithstanding anything FCC Assignment Applications relating to the contrary in this Section 11.03(c)WorldCom BTAs from the FCC Assignment Applications and will, if any not later than five (5) Business Days following the amendment of the consents FCC Assignment Applications, file or approvals (or elimination of impediments) contemplated by cause to be filed with the preceding sentence have not been obtained (or eliminated), in each case as FCC a separate application with respect to the partitioning of the date that is six WorldCom BTAs in accordance with Exhibit B of the WorldCom BTA Agreements and the transfer and assignment to Purchaser of the Partitioned BTAs (6) months following the date hereof, and if Scripps bifurcated application or Journal, after consultation with Journal or Scrippsseparate application, as the case may be, determines, orthe "WorldCom BTA Application"). The WorldCom BTA Application, if at any, and any time after the date hereof, the FCC, the FTC, the DOJ, any state Attorney General or any other U.S. federal, state or local governmental authority, or any applicable non-U.S. antitrust or competition Governmental Authority, has indicated, that a divestiture or other relief is required to obtain supplemental information furnished in connection therewith shall be in substantial compliance with the FCC Consent (other than the divestitures set forth at Section 8.14 of the Journal Disclosure Schedule) or the HSR Clearance, or otherwise to remove any impediment or to obtain any required consents under any antitrust or competition law, rule or regulation or under the Communications Laws in connection with the consummation of the Transactions, then Scripps or Journal, as the case may be, shall have the right to provide written notice of such determination or indication to Journal or Scripps, as the case may be (a “Divestiture Notice”). Upon receipt of a Divestiture Notice, Journal or Scripps, as the case may be, shall promptly (and in all respects prior to the End Date) agree to implement or cause to be implemented such divestiture, but conditioned on consummation of the Transactions hereunder. Further, and for the avoidance of doubt, Scripps and Journal will take any and all actions necessary in order to ensure that (i) no requirement for any non-action, consent or approval of FCC, the FTC, the DOJ, any state Attorney General or any other U.S. federal, state or local governmental authority, or any applicable non-U.S. antitrust or competition governmental authority, (ii) no decree, judgment, injunction, temporary restraining order or any other order in any suit or proceeding, and (iii) no other matter relating to any antitrust or competition law or any Communications Law would preclude consummation of the Transactions on or before the End DateRules.