FCC LICENSES AND APPROVALS Sample Clauses

FCC LICENSES AND APPROVALS. A. Each of Company and each other Credit Party has all requisite power and authority and necessary licenses, authorizations, waivers and permits (the ``FCC LICENSES'') required under the Communications Act to own and operate its properties and to carry on its businesses as now conducted and as proposed to be conducted (other than, for the period prior to any Acquisition Date, with respect to any properties or businesses to be acquired in connection with such Acquisition). B. Set forth in Schedule 5.18, as it may be supplemented pursuant to ------------- subsection 4.4N to include the FCC Licenses acquired in connection with any Acquisition, is a complete list of all FCC Licenses of Company and each other Credit Party. Such list correctly sets forth the termination date of each such FCC License. Each such FCC License which is materially necessary to the operation of the business of any such Person is validly issued and in full force and effect, and constitutes in all material respects, all of the authorization from any Communications Regulatory Authority necessary for the operation of such Person's business in the same manner as it is presently conducted and as proposed to be conducted. Each of Company and each other Credit Party has taken all material actions and performed all of its material obligations that are necessary to maintain such FCC Licenses without adverse modification or impairment, and complete and correct copies of the FCC Licenses of each such Person have been delivered to Agent. No event has occurred which (a) results in, or after notice or lapse of time or both would result in, revocation, suspension, adverse modification, non-renewal, impairment or termination of or any order of forfeiture with respect to, any FCC License or (b) materially and adversely affects or in the future may (so far as any Credit Party can now reasonably foresee) materially adversely affect any of the rights of Company or any other Credit Party of such Person thereunder. Except as set forth in Schedule 5.18, as it may be supplemented pursuant to subsection 4.4N to ------------- include the FCC Licenses acquired in connection with any Acquisition, none of the FCC Licenses requires that any present stockholder, director, officer or employee of Company or any other Credit Party remain a stockholder or employee of such Person, or that any transfer of control of such Person must be approved by any public or governmental body other than the FCC. C. Neither Company nor a...
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FCC LICENSES AND APPROVALS. (i) The Company and each of its subsidiaries has all requisite power and authority and necessary licenses, authorizations, waivers and permits (the "FCC Licenses") required under the Communications Act or federal or state laws to own and operate its properties and to carry on its businesses as now conducted and as proposed to be conducted. (ii) Each such FCC License which is materially necessary to the operation of the business of the Company or any of its subsidiaries is validly issued and in full force and effect and constitutes, in all material respects, all of the authorization from any communications regulatory commission, agency, department, board or authority (including, without limitation, the FCC) necessary for the operation of such Person's business in the same manner as it is presently conducted and as proposed to be conducted. The FCC Licenses have no restrictions or qualifications (other than standard restrictions or qualifications usually pertaining to similar licenses) that would, singly or in the aggregate, have a Material Adverse Effect. (iii) Except as disclosed in the Preliminary Offering Memorandum and the Offering Memorandum, the Company and each of its subsidiaries has taken all material actions and performed all of their material obligations that are necessary to maintain such FCC Licenses without adverse modification or impairment. (iv) None of the FCC Licenses requires that any present stockholder, director, officer or employee of the Company or any subsidiary thereof remain a stockholder or employee of such Person, or that any transfer of control of such Person must be approved by any public or governmental body other than the FCC. (v) Except as disclosed in the Preliminary Offering Memorandum and the Offering Memorandum, neither the Company nor any of its subsidiaries is a party to or has, nor do the Company's named executive officers (as such term is defined under Item 402(a)(3) of Regulation S-K) have, knowledge of any investigation, notice of apparent liability, violation, forfeiture or other order or complaint issued by or before any court or regulatory, including the FCC, or of any other proceedings (other than proceedings relating to the radio or television industries generally) which could in any manner threaten or adversely affect the validity or continued effectiveness of the FCC Licenses of any such Person. (vi) Neither the Company nor any of its subsidiaries has any reason to believe (other than in connection with ther...
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FCC LICENSES AND APPROVALS. A. Schedule 4.20 annexed hereto correctly describes each of the television stations and television translators owned, or to be owned, by Parent and its Subsidiaries as of the Closing Date. B. Schedule 4.20 correctly sets forth all of the FCC Licenses held, or to be held upon consummation of the Acquisitions by the Duluth Licensee and the Fort Xxxxx Licensee, and correctly sets forth the termination date, if any, of each such FCC License. Other than the FCC Licenses, none of Parent, its Subsidiaries or their Affiliates hold any attributable or other interests in licenses, authorizations or permits issued by the FCC or any Communications Regulatory Authority. Each FCC License which is a main station license or a television translator station license was duly and validly issued by the FCC pursuant to procedures which comply with all requirements of applicable law and neither Parent nor its Subsidiaries has any knowledge of the occurrence of any event or the existence of any circumstance which, in the reasonable judgment of Parent or its Subsidiaries, as applicable, is likely to lead to the revocation of any FCC License. Duluth Licensee and Fort Xxxxx Licensee each have the right to use all FCC Licenses required for the operation of their respective Stations as presently conducted and as proposed to be conducted immediately following the Closing Date. Each such FCC License is in full force and effect and does not, to the knowledge of Parent or its Subsidiaries, conflict with the valid rights of others in each case where such failure to be in full force and effect or conflict could have a Material Adverse Effect. C. Neither Parent nor its Subsidiaries is a party to or has knowledge of any investigation, notice of apparent liability, violation, forfeiture or other order or complaint issued by or before any court or regulatory body, including the FCC, or of any other proceedings (other than proceedings relating to the radio or television industries generally or to resolve the Duluth Application for Review) which could in any manner threaten or adversely affect the validity or continued effectiveness of the FCC Licenses of any such Person or give rise to any order of forfeiture. Neither Parent nor its Subsidiaries has any reason to believe that the FCC Licenses listed and described in Schedule 4.20, will not be renewed in the ordinary course except to the extent that licenses for television stations may be affected by the conversion to digital television pursuant ...
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Related to FCC LICENSES AND APPROVALS

  • Licenses and Approvals Contractor shall obtain and keep current all necessary licenses, approvals, permits and authorizations required by Applicable Laws to provide the Work. Contractor will be responsible for all fees and taxes associated with obtaining such licenses, approvals, permits and authorizations, and for any fines and penalties arising from its noncompliance with any Applicable Law.

  • Consents, Licenses and Approvals The Administrative Agent shall have received, with a counterpart for each Lender, a certificate of a Responsible Officer of the Borrower (i) attaching copies of all consents, authorizations and filings referred to in Section 5.4, and (ii) stating that such consents, licenses and filings are in full force and effect, and each such consent, authorization and filing shall be in form and substance satisfactory to the Administrative Agent.

  • Permits and Approvals Consultant shall obtain, at its sole cost and expense, all permits and regulatory approvals necessary in the performance of this Agreement. This includes, but shall not be limited to, encroachment permits and building and safety permits and inspections.

  • Licenses, Permits and Approvals Seller has not received any written notice, and Seller has no knowledge that the Property fails to comply with all applicable licenses, permits and approvals and federal, state or local statutes, laws, ordinances, rules, regulations, requirements and codes including, without limitation, those regarding zoning, land use, building, fire, health, safety, environmental, subdivision, water quality, sanitation controls and the Americans with Disabilities Act, and similar rules and regulations relating and/or applicable to the ownership, use and operation of the Property as it is now operated. Seller has received all licenses, permits and approvals required or needed for the lawful conduct, occupancy and operation of the business of the Hotel, and each license and permit is in full force and effect, and will be received and in full force and effect as of the Closing. No licenses, permits or approvals necessary for the lawful conduct, occupancy or operation of the business of the Hotel, to Seller’s knowledge requires any approval of a governmental authority for transfer of the Property except as set forth in Exhibit D.

  • Governmental Permits and Approvals (a) All approvals, authorizations, consents, permits and licenses from governmental and regulatory bodies required for the transactions contemplated by this Agreement and to permit the business currently carried on by Earth to continue to be carried on substantially in the same manner immediately following the Closing Date shall have been obtained and shall be in full force and effect, and the Owners shall have been furnished with appropriate evidence, reasonably satisfactory to them, of the granting of such approvals, authorizations, consents, permits and licenses; and (b) There shall not have been any action taken by any court, governmental or regulatory body then prohibiting or making illegal on the Closing Date the transactions contemplated by this Agreement.

  • Consents and Approvals No consent or approval of, giving of notice to, registration with, or taking of any other action in respect of any state, federal or other governmental authority or agency is required with respect to the execution, delivery and performance by the Company of its obligations under this Agreement, except for the filing of notices pursuant to Regulation D under the Act and any filing required by applicable state securities law, which filings will be effective by the time required thereby.

  • Required Consents and Approvals All required consents and approvals shall have been obtained and be in full force and effect with respect to the transactions contemplated hereby and from (a) all relevant Governmental Authorities; and (b) any other Person whose consent or approval the Administrative Agent deems necessary or appropriate to effect the transactions contemplated hereby.

  • Consent and Approvals Except as otherwise expressly provided, in order to be effective, all consents or approvals required under this Agreement must be in writing.

  • 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 reasonably be expected to result in the suspension or revocation of or the refusal to renew any Broadcast License or the imposition on any Mission Entity or any Restricted Subsidiary of any material fines or forfeitures by the FCC, or which could reasonably be expected to result in the revocation, rescission, reversal or material adverse modification of the authorization of any Broadcast License. (e) There are no unsatisfied or otherwise outstanding citations issued by the FCC with respect to any Station or its operations.

  • Governmental Approvals and Consents (a) Each party hereto shall, as promptly as possible, (i) make, or cause or be made, all filings and submissions required under any Law applicable to such party or any of its Affiliates; and (ii) use reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement and the Ancillary Documents. Each party shall cooperate fully with the other party and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The parties hereto shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals. (b) The Partnership and Royale shall use reasonable best efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 4.03 and Section 5.03 of the Disclosure Schedules. (c) Without limiting the generality of the parties’ undertakings pursuant to subsections (a) and (b) above, each of the parties hereto shall use all reasonable best efforts to: (i) respond to any inquiries by any Governmental Authority regarding antitrust or other matters with respect to the transactions contemplated by this Agreement or any Ancillary Document; (ii) avoid the imposition of any order or the taking of any action that would restrain, alter or enjoin the transactions contemplated by this Agreement or any Ancillary Document; and (iii) in the event any Governmental Order adversely affecting the ability of the parties to consummate the transactions contemplated by this Agreement or any Ancillary Document has been issued, to have such Governmental Order vacated or lifted. (d) All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of either party before any Governmental Authority or the staff or regulators of any Governmental Authority, in connection with the transactions contemplated hereunder (but, for the avoidance of doubt, not including any interactions between Matrix or the Royale Parties and Governmental Authorities in the ordinary course of business, any disclosure which is not permitted by Law or any disclosure containing confidential information) shall be disclosed to the other party hereunder in advance of any filing, submission or attendance, it being the intent that the parties will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any such analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals. Each party shall give notice to the other party with respect to any meeting, discussion, appearance or contact with any Governmental Authority or the staff or regulators of any Governmental Authority, with such notice being sufficient to provide the other party with the opportunity to attend and participate in such meeting, discussion, appearance or contact. (e) Notwithstanding the foregoing, nothing in this Section 6.08 shall require, or be construed to require, the Partnership or Royale or any of their Affiliates to agree to (i) sell, hold, divest, discontinue or limit, before or after the Closing Date, any assets, businesses or interests of Royale, the Partnership or any of their respective Affiliates; (ii) any conditions relating to, or changes or restrictions in, the operations of any such assets, businesses or interests which, in either case, could reasonably be expected to result in a Partnership Material Adverse Effect or a Royale Material Adverse Effect, or which would materially and adversely impact the economic or business benefits to Parent, Royale, Matrix, the Partnership or their respective stockholders or partners, of the transactions contemplated by this Agreement; or (iii) any material modification or waiver of the terms and conditions of this Agreement.

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