FCC Licenses. (a) No Holding Company owns any Broadcast License. Schedule 5.21 accurately and completely lists, as of the Closing Date, for each Station, all Broadcast Licenses granted or assigned to the Covenant Entities, or under which the Covenant Entities have the right to operate such Station. The Broadcast Licenses listed in Schedule 5.21 with respect to any Station include all material authorizations, licenses and permits issued by the FCC that are required or necessary for the operation of such Station, and the conduct of the business of the Covenant Entities with respect to such Station, as now conducted. On the Closing Date, the Broadcast Licenses listed in Schedule 5.21 granted or assigned to the Covenant Entities are validly issued and in full force and effect without any material condition imposed by the FCC, except those applicable generally to stations of the type, nature, class or location of the Stations in question, and the Covenant Entities have fulfilled and performed in all material respects all of their material obligations under the terms and conditions of such Broadcast Licenses and the Communications Laws and have full power and authority to operate material Broadcast Licenses.
FCC Licenses. As of the Closing Date, Schedule 3.31 lists all FCC Licenses and the Loan Party that is the licensee of each such FCC License. The FCC Licenses include all of the main Station FCC licenses, permits, permissions and authorizations necessary to operate the Loan Parties’ business as currently conducted by the Loan Parties, and all such FCC Licenses have been validly issued in the name of a Borrower or one of its Subsidiaries. Except as set forth on Schedule 3.31, the FCC Licenses that have been issued are in full force and effect, are valid for the balance of the current license term, are unimpaired by any act or omissions of any Borrower, any Subsidiary thereof or any of their respective employees, agents, officers, directors or stockholders (and in the case of any FCC Licenses being acquired in connection with any Acquisition (which Acquisition shall be approved in writing by the Required Lenders), of the current holders thereof to the extent it would adversely affect Borrower or its Subsidiaries after the Acquisition) and are free and clear of any material restrictions, except restrictions or conditions of general applicability. Moreover, each Borrower or one of its Subsidiaries are in material compliance with all license provisions. Except as set forth on Schedule 3.31 and except for those of general applicability, there are no proceedings or complaints pending or, to the best of the Loan Parties’ knowledge, threatened with respect to the FCC Licenses (including any Optioned License) or otherwise before the FCC that may have a Material Adverse Effect on the Loan Parties’ business including the reversal, revocation, cancellation, adverse modification, suspension, or non-renewal of any FCC License (and/or Optioned License, as applicable). The Loan Parties are not aware of any reason why any FCC Licenses (and/or the Optioned Licenses) subject to expiration might not be renewed in the ordinary course or of any reason why any of the FCC Licenses (and/or the Optioned Licenses) might be revoked. All information contained in any pending applications for modification, extension or renewal of the FCC Licenses or other applications filed with the FCC by any of the Loan Parties is true, complete and accurate in all material respects. All information contained in any application for consent to assignment of any FCC License, an application for consent to transfer control of any FCC License or substantially similar applications filed with the FCC in connection with any ...
FCC Licenses. Except as set forth on Schedule 1.1(a):
FCC Licenses. Seller (or one of the companies comprising Seller) is the holder of the FCC Licenses described on Schedule 1.1(a). The FCC Licenses are in full force and effect and have not been revoked, suspended, canceled, rescinded or terminated and have not expired. There is not pending any action by or before the FCC to revoke, suspend, cancel, rescind or materially adversely modify any of the FCC Licenses (other than proceedings to amend FCC rules of general applicability), and there is not now issued or outstanding, by or before the FCC, any order to show cause, notice of violation, notice of apparent liability, or notice of forfeiture against Seller with respect to the Stations. The Stations are operating in compliance in all material respects with the FCC Licenses, the Communications Act, and the rules, regulations and policies of the FCC.
FCC Licenses. All licenses, permits and other authorizations issued by the FCC to any Seller or any Heritage Subsidiary for the operation of the Stations (the "FCC Licenses"), including without limitation those listed in Schedule 2.1.1, and all applications therefor, together with any renewals, extensions or modifications thereof and additions thereto.
FCC Licenses. Cause any of the FCC Licenses to be held at any time by any Person other than New Holdings or any of its wholly-owned Restricted Subsidiaries that are Domestic Subsidiaries (with an exception for those Stations held in a Divestiture Trust pursuant to rule, regulation or order of the FCC).
FCC Licenses. Seller are the holders of the FCC Licenses listed ------------- on Schedule 3.8, and except as set forth on such Schedule, the FCC Licenses (i) ------------ are valid, in good standing and in full force and effect and constitute all of the licenses, permits and authorizations required by the Act, the Rules and Regulations or the FCC for, or used in, the operation of the Stations as now operated, and (ii) constitute all the licenses and authorizations issued by the FCC to Sellers for or in connection with the current operation of the Stations. Sellers have no knowledge of any condition imposed by the FCC as part of any FCC License which is neither set forth on the face thereof as issued by the FCC nor contained in the rules and regulations of the FCC applicable generally to stations of the type, nature, class or location of the Stations. Except as disclosed on Schedule 3.8, the Stations are being operated at full authorized ------------ power in accordance with the terms and conditions of the FCC Licenses applicable to them and in accordance with the Rules and Regulations. Except as set forth on Schedule 3.8, no proceedings are pending or, to the knowledge of the Sellers, ------------ are threatened which may result in the revocation, modification, non-renewal or suspension of any of the FCC Licenses, the denial of any pending applications, the issuance of any cease and desist order or the imposition of any fines, forfeitures or other administrative actions by the FCC with respect to the Stations or their operation, other than proceedings affecting the radio broadcasting industry in general. Sellers have complied in all material respects with all requirements to file reports, applications and other documents with the FCC with respect to the Stations, and all such reports, applications and documents are complete and correct in all material respects. Sellers have no knowledge of any matters (i) which could reasonably be expected to result in the suspension or revocation of or the refusal to renew any of the FCC Licenses or the imposition of any fines or forfeitures by the FCC, or (ii) against Sellers which could reasonably be expected to result in the FCC's refusal to grant approval of the assignment to Buyer of the FCC Licenses or the imposition of any Material Adverse Condition in connection with approval of such assignment. There are not any unsatisfied or otherwise outstanding citations issued by the FCC with respect to the Stations or their operation. Co...
FCC Licenses. The licenses, permits and authorizations of the FCC for the operation of the Station as listed on Schedule 3.8.
FCC Licenses. (a) Schedule 4.13 contains a true and complete list, as of the date of this Agreement, of (i) each FCC License which the FCC has issued to Parent Issuer or any of its Subsidiaries, identifying the holder of each such FCC License and (ii) all material pending applications filed with the FCC by Parent Issuer or any of its Subsidiaries. Except as set forth on Schedule 4.13, neither Parent Issuer nor any of its Subsidiaries has any Foreign Spectrum Holdings as of the date hereof.
FCC Licenses. Within twenty (20) business days after the date of this Agreement (or such later date as is acceptable to Ultimate Parent in its sole discretion), Sovryn and Ultimate Parent shall prepare their respective portions of, and shall jointly file with the FCC, the FCC Application to obtain the FCC’s consent to the assignment of the FCC Licenses to Ultimate Parent (or its designee). Sovryn shall be deemed to have authorized its signature in the assignor’s certification of such FCC Application and shall cooperate in all respects in the preparation of the assignor’s sections of such FCC Application (including but not limited to providing all information necessary to complete such sections). In the event that Sovryn or the Company fails to cooperate as required by the preceding sentence, Ultimate Parent may complete such sections to the best of its ability, based on publicly available information, and Sovryn shall be deemed to have certified the accuracy of the assignor’s sections of the FCC Application as so completed by Ultimate Parent. Within one (1) business day after the execution of this Agreement, the Company shall provide to Agent all information deemed necessary or desirable by Agent to facilitate the electronic filing of the FCC Application via the FCC Media Bureau’s Licensing and Management System (“LMS”) or other FCC filing system, including but not limited to Sovryn’s FCC Registration Number (“FRN”) and associated password. The Company and Sovryn shall use their best efforts to cooperate in the prosecution of the FCC Application to a final and unappealable grant. Neither the Company nor Sovryn shall take any action to impede or frustrate the final and unappealable grant by the FCC of the FCC Application (including but not limited to the filing of any petition to deny or informal objection against the FCC Application, the filing of any request for dismissal of the FCC Application, and the filing of any petition for reconsideration, application for review, or notice of appeal of the FCC staff’s grant of the FCC Application pursuant to delegated authority), and neither the Company nor Sovryn shall solicit or encourage any third person or entity to take any such action. Upon the FCC’s initial grant of the FCC Application (which may include a grant by FCC staff pursuant to delegated authority), the FCC Licenses shall, in the Agent’s discretion, be deemed assigned from Sovryn to Ultimate Parent (or its designee) without the necessity of further action by the ...
