FCC Licenses. (a) Each Mission Entity, and each Restricted Subsidiary of each such entity, holds such validly issued Broadcast Licenses as are necessary to operate the Stations as they are currently operated, and each such Broadcast License is in full force and effect (it being recognized that, as indicated on Schedules 5.22, certain Stations may, from time to time, operate pursuant to Special Temporary Authority granted by the FCC). The Stations, together with Broadcast Licenses, are identified on Schedule 5.22, and each such Broadcast License has the expiration date set forth on Schedule 5.22.
(b) No Mission Entity has knowledge of any condition imposed by the FCC as part of any Broadcast License which is neither set forth on the face thereof as issued by the FCC nor contained in the Communications Laws applicable generally to stations of the type, nature, class or location of the Station in question. Except as otherwise set forth on Schedules 5.22 and 5.22(c), each Station has been and is being operated in all material respects in accordance with the terms and conditions of the Broadcast Licenses applicable to it and the Communications Laws.
(c) Except as otherwise set forth on Schedule 5.22(c), no proceedings are pending or, to the knowledge of any Mission Entity or any Restricted Subsidiary are threatened which may result in the revocation, modification, non-renewal or suspension of any applicable Broadcast License of such Mission Entity, 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 any Station, or its operation, other than (i) any proceedings which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect and (ii) proceedings affecting the television broadcasting industry in general.
(d) All reports, applications and other documents required to be filed by the Mission Entities and their Restricted Subsidiaries with the FCC with respect to the Stations, have been timely filed, and all such reports, applications and documents are true, correct and complete in all respects, except where the failure to make such timely filing or any inaccuracy therein could not reasonably be expected to have a Material Adverse Effect, and except as otherwise set forth on Schedule 5.22(c), no Mission Entity nor any Restricted Subsidiary of a Mission Entity has knowledge of any matters which could reasona...
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.
(b) As of the date hereof, (i) each of the FCC Licenses issued to Parent Issuer or any of its Subsidiaries is valid, binding, in full force and effect, and enforceable by Parent Issuer or any of its Subsidiaries party thereto in accordance with its terms; (ii) Parent Issuer or any Subsidiary of Parent Issuer that is the holder of each such FCC License has performed all accrued obligations thereunder in all material respects and has not received written notice of intention to terminate any FCC License or written notice alleging a material default (other than letters of default that have been rescinded or with respect to defaults that have been cured or waived); (iii) no event caused by, relating to or affecting Parent Issuer or any Subsidiary of Parent Issuer that is the holder of an FCC License has occurred which (with or without the giving of notice or lapse of time, or both) would constitute a material default or material breach by Parent Issuer or any Subsidiary of Parent Issuer party of the terms of such FCC License, the Communications Act or the FCC Rules, (iv) neither Parent Issuer nor any its Subsidiaries has modified any of the material terms of any FCC License held by Parent Issuer or any of its Subsidiaries and (v) to the knowledge of Parent Issuer and the Company, no holder of an Underlying License is in breach or default in any material respect thereunder and no event caused by, relating to or affecting any holder of an Underlying License has occurred which (with or without the giving of notice or lapse of time, or both) would constitute a material default or material breach by such party of the terms of such Underlying License, the Communications Act or the FCC Rules. Neither Parent Issuer nor the Company has entered into any agreement, written or oral, or made any commitment to enter into any such agreement, pursuant to which Parent Issuer or the Company would accept any interference other than such interference contemplated by the applicable FCC Licenses, Underlying Lic...
FCC Licenses. Except as set forth on Schedule 3.6:
(a) Seller is the valid and legal holder of each of the licenses, permits and authorizations of the FCC listed on Schedule 3.6 for the operation of the Station (the "FCC Licenses"), and any action of the FCC with respect to each FCC License is a Final Action with the exception of the FCC Order. The expiration date of the term of each FCC License is shown on Schedule 3.6.
(b) The FCC Licenses (i) are valid, subsisting and in full force and effect, and constitute all of the licenses, permits and authorizations used in or required for the current operation of the Station under the Communications Act of 1934, as amended, and the rules, regulations and policies of the FCC thereunder (collectively, the "Act"), and (ii) constitute all the licenses and authorizations, including amendments and modifications thereto, issued by the FCC to Seller for or in connection with the operation of the Station.
(c) Other than as set forth in the FCC Licenses, none of the FCC Licenses is subject to any restriction or condition which limits in any material respect the full operation of the Station as now conducted, and as of the Closing Date, none of the FCC Licenses shall be subject to any restriction or condition which would limit in any material respect the full operation of the Station as currently operated.
(d) The Station is being operated by Seller in all material respects in accordance with the terms and conditions of the FCC Licenses and the Act, including but not limited to those pertaining to RF emissions.
(e) No applications, complaints or proceedings are pending or, to the knowledge of Seller, 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 Station or its operation, other than actions or proceedings affecting the television broadcasting industry in general.
(f) Seller has complied in all material respects with all requirements to file registrations, reports, applications and other documents with the FCC with respect to the Station, and all such registrations, reports, applications and documents are true, correct and complete in all material respects.
(g) Other than actions or proceedings affecting the television broadcasting industry in general, Seller has no knowledge of ma...
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.
(b) To the Borrower’s knowledge, Schedule 5.21 accurately and completely lists, as of the Closing Date, for each Shared Services Party Station, all Broadcast Licenses granted or assigned to a Variable Interest Entity of Nexstar Media that is not an Immaterial VIE for such Shared Services Party Station, or under which such Variable Interest Entity for such Shared Services Party Station has the right to operate such Shared Services Party Station. To the Borrower’s knowledge, the Broadcast Licenses listed in Schedule 5.21 with respect to any Shared Services Party Station include all material authorizations, licenses and permits issued by the FCC that are required or necessary for the operation of such Shared Services Party Station, and the conduct of the business of such Variable Interest Entity for such Shared Services Party Station with respect to such Shared Services Party Station, as now conducted. To the Borrower’s knowledge, on the Closing Date, the Broadcast Licenses listed in Schedule 5.21 are validly issued and in full force and effect without any condition imposed by the FCC, except those applicable generally to stations of the type, nature, class or location of the Shared Services Party Stations in question, and, to the Borrower’s knowledge, each Variable Interest...
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. (a) 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.
(b) [Reserved].
FCC Licenses. The licenses, permits and authorizations of the FCC for the operation of the Station as listed on Schedule 3.8.
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. All licenses, permits and other authorizations issued by the FCC to Seller for the operation of the Station (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. (i) GeoEye or a GeoEye Subsidiary is the valid holder of each of the FCC licenses and authorizations listed and described in Section 4.17(a)(i) of the GeoEye Disclosure Letter (“GeoEye FCC Authorizations”). Such GeoEye FCC Authorizations constitute all of the FCC licenses, authorizations and approvals held by GeoEye and the GeoEye Subsidiaries, as well as all of the FCC licenses, authorizations and approvals otherwise required for the operation of the business of GeoEye and the GeoEye Subsidiaries as it is presently conducted, except where the failure to hold any such licenses, authorizations and approvals, individually or in the aggregate, has not had and would not reasonably be expected to have a GeoEye Material Adverse Effect. The GeoEye FCC Authorizations are validly issued and in full force and effect.
(ii) The GeoEye FCC Authorizations have not been revoked, suspended, canceled, rescinded or terminated, have not expired, and are not subject to any conditions or requirements that have not been imposed upon all earth-exploration satellite service or fixed-satellite service authorizations generally. Except as set forth in Section 4.17(a)(ii) of the GeoEye Disclosure Letter, there is no pending or, to the Knowledge of GeoEye, threatened action by or before the FCC to revoke, suspend, cancel, rescind or modify any of the GeoEye FCC Authorizations (other than proceedings to amend FCC rules of general applicability), and there is not now issued or outstanding or pending or, to the Knowledge of GeoEye, threatened, by or before the FCC, any order to show cause, letter of inquiry, notice of violation, notice of apparent liability, or notice of forfeiture issued to or against GeoEye, a GeoEye Subsidiary or the GeoEye FCC Authorizations except where the existence of such order, letter or notice, individually or in the aggregate, has not had and would not reasonably be expected to have a GeoEye Material Adverse Effect.
(iii) GeoEye and each GeoEye Subsidiary is in material compliance with all of the terms of the GeoEye FCC Authorizations, and has complied in all material respects with the Communications Act. All material reports, filings, and disclosures required to be filed by GeoEye or a GeoEye Subsidiary with the FCC have been timely filed. All such reports and filings are materially accurate and complete. GeoEye and each GeoEye Subsidiary has timely paid all material FCC regulatory fees and other applicable material fees required to be paid by holders of such...
