FCC Licenses and License Subsidiaries Sample Clauses

FCC Licenses and License Subsidiaries. The Borrower will not permit any FCC License (other than the FCC License for the commercial radio broadcast station WQQK(FM) in Hendersonville, Tennessee) to be owned or acquired by any Person other than a corporation organized under the laws of a jurisdiction in the United States that (a) is a Subsidiary Loan Party and is wholly owned directly by a Loan Party, (b) does not engage in any business or activity other than the ownership of one or more FCC Licenses and activities incidental thereto, (c) does not own or acquire any assets other than one or more FCC Licenses, cash and Permitted Investments and (d) does not have or incur any Indebtedness or other liabilities other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities, and other liabilities incidental to its existence and permitted business and activities (any corporation satisfying the foregoing requirements, a "License Subsidiary"). The FCC License for the commercial radio broadcast station WQQK(FM) in Hendersonville, Tennessee, may be owned by Phoenix of Hendersonville, Inc., provided that Phoenix of Hendersonville, Inc. (i) is a Subsidiary Loan Party and is wholly owned directly by a Loan Party and (ii) does not have or incur any Indebtedness or other liabilities other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities, and other liabilities incidental to its existence and the ownership of an FCC License.
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FCC Licenses and License Subsidiaries. The Borrower will not permit any FCC License to be owned or acquired by any Person other than a corporation organized under the laws of a jurisdiction in the United States that (a) is a Subsidiary Loan Party and is wholly owned directly by a Loan Party, (b) does not engage in any business or activity other than the ownership of one or more FCC Licenses and activities incidental thereto, (c) does not own or acquire any assets other than one or more FCC Licenses, cash and Permitted Investments and (d) does not have or incur any Indebtedness or other liabilities other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities, and other liabilities incidental to its existence and permitted business and activities (any corporation satisfying the foregoing requirements, a "License Subsidiary").
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FCC Licenses and License Subsidiaries. The Borrower ------------------------------------- will not permit any FCC License to be owned or acquired by any Person other than a corporation that (a) is wholly owned directly by the Parent, (b) does not engage in any business or activity other than the ownership of one or more FCC Licenses and activities incidental thereto, (c) does not own or acquire any assets other than one or more FCC Licenses, cash and Permitted Investments and (d) does not have or incur any Indebtedness or other liabilities other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities, other liabilities incidental to its existence and permitted business and activities and FCC Debt or Permitted License Acquisition Debt incurred to finance the purchase by it of its FCC Licenses (any corporation satisfying the foregoing requirements, a "License Subsidiary"). Each FCC License ------------------ that is acquired without being financed with FCC Debt or Permitted License Acquisition Debt shall be owned by a License Subsidiary that does not have any liability in respect of any FCC Debt or Permitted License Acquisition Debt. Each FCC License that is financed with FCC Debt or Permitted License Acquisition Debt shall be owned by a separate License Subsidiary (which shall be the only Loan Party liable for such FCC Debt or Permitted License Acquisition Debt), except that any combination of two or more such FCC Licenses that are acquired contemporaneously pursuant to the same acquisition may be owned by the same License Subsidiary if required by the terms of such FCC Debt or Permitted License Acquisition Debt.
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FCC Licenses and License Subsidiaries. The Borrower -------------------------------------- will not permit any FCC License to be owned or acquired by any Person other than the Borrower or a Restricted Subsidiary that (a) is wholly owned directly by the Borrower, (b) does not engage in any business or activity other than the ownership of one or more FCC Licenses and activities incidental thereto, (c) does not own or acquire any assets other than one or more FCC Licenses, cash and Permitted Investments and (d) does not have or incur any Indebtedness or other liabilities other than liabilities imposed by law, including tax liabilities, and other liabilities incidental to its existence and permitted business and activities (any Restricted Subsidiary satisfying the foregoing requirements, a "License Subsidiary"); provided that, to the extent the Borrower is advised by ------------------- -------- counsel that, in order to preserve the tax status of any tax-free reorganization involving any Restricted Subsidiary (a "Tax-Free Merger Sub"), any FCC License ------------------- cannot be held by the Borrower or a License Subsidiary, such FCC License shall be held by such Tax-Free Merger Sub until such time as such FCC License may be transferred to the Borrower or a License Subsidiary without adverse tax consequences to the Borrower or the other parties to the transaction pursuant to which such Tax-Free Merger Sub became a Subsidiary of the Borrower.
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FCC Licenses and License Subsidiaries. Neither Holdings nor Borrower shall permit any FCC License to be owned or acquired by any Person other than a Subsidiary that (i) is wholly owned directly or indirectly by Borrower, (ii) does not engage in any business or activity other than the ownership of FCC Licenses and activities directly incidental thereto, (iii) does not own or acquire any assets other than FCC Licenses, and (iv) does not have or incur any Indebtedness or other liabilities other than liabilities imposed by law, including tax liabilities, other liabilities directly incidental to its existence and permitted business and activities, and any liabilities to Agent and Lenders arising pursuant to the Loan Documents (any Subsidiary satisfying the foregoing requirements, a “License Subsidiary”). No License Subsidiary may merge with or into any other Subsidiary except another License Subsidiary.
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FCC Licenses and License Subsidiaries. Neither Holdings nor Borrower shall permit any FCC License to be owned or acquired by any Person other than a Subsidiary that (i) is wholly owned directly or indirectly by Borrower, (ii) does not engage in any business or activity other than the ownership of FCC Licenses and activities directly incidental thereto, (iii) does not own or acquire any assets other than FCC Licenses, and (iv) does not have or incur any Indebtedness or other liabilities other than liabilities imposed by law, including tax liabilities, other liabilities directly incidental to its existence and permitted business and activities, and any liabilities to Agent and Lenders arising pursuant to the Loan Documents (any Subsidiary satisfying the foregoing requirements, a "License Subsidiary"). (ix) The following is added as a new Section 6.3 to the Credit Agreement:
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Related to FCC Licenses and License Subsidiaries

  • 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.

  • Permitted License Transfers As Licensee’s business operations may be altered, expanded or diminished, licenses granted hereunder may be transferred or combined for use at an alternative or consolidated site not originally specified in the license, including transfers between Agencies (“permitted license transfers”). Licensee(s) do not have to obtain the approval of Contractor for permitted license transfers, but must give thirty (30) days prior written notice to Contractor of such move(s) and certify in writing that the Product is not in use at the prior site. There shall be no additional license or other transfer fees due Contractor, provided that: i) the maximum capacity of the consolidated machine is equal to the combined individual license capacity of all licenses running at the consolidated or transferred site (e.g., named users, seats, or MIPS); or ii) if the maximum capacity of the consolidated machine is greater than the individual license capacity being transferred, a logical or physical partition or other means of restricting access will be maintained within the computer system so as to restrict use and access to the Product to that unit of licensed capacity solely dedicated to beneficial use for Licensee. In the event that the maximum capacity of the consolidated machine is greater than the combined individual license capacity of all licenses running at the consolidated or transferred site, and a logical or physical partition or other means of restricting use is not available, the fees due Contractor shall not exceed the fees otherwise payable for a single license for the upgrade capacity.

  • Inbound Licenses Except as disclosed on the Schedule, Borrower is not a party to, nor is bound by, any license or other agreement that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property.

  • Outbound Licenses Part 2.7(d) of the Disclosure Schedule accurately identifies each Contract pursuant to which any Person has been granted any license under, or otherwise has received or acquired any right (whether or not currently exercisable) or interest in, any Seller IP. The Seller is not bound by, and no Seller IP is subject to, any Contract containing any covenant or other provision that in any way limits or restricts the ability of the Seller to use, exploit, assert, or enforce any Seller IP anywhere in the world.

  • Permits and Licenses The Contractor shall observe and comply with all laws, rules, and regulations affecting services under this Agreement. The Contractor shall procure and keep in full force and effect during the term of this Agreement all permits and licenses necessary to accomplish the Work contemplated in this Agreement.

  • State Business Licenses The Servicer or the Certificateholder shall prepare and instruct the Trust to file each state business license (and any renewal thereof) required to be filed under applicable state law without further consent or instruction from the Instructing Party (as defined in the Trust Agreement), including a Sales Finance Company Application (and any renewal thereof) with the Pennsylvania Department of Banking, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and Regulation.

  • Trademarks, Franchises, and Licenses The Borrower and its Subsidiaries own, possess, or have the right to use all necessary patents, licenses, franchises, trademarks, trade names, trade styles, copyrights, trade secrets, know how, and confidential commercial and proprietary information to conduct their businesses as now conducted, without known conflict with any patent, license, franchise, trademark, trade name, trade style, copyright or other proprietary right of any other Person.

  • Permitted License Uses and Restrictions (a) This Order Form Supplement allows you, as an authorized User under the Master Subscription Agreement, to use the Software on any Supported Device and on no other devices. (b) You may not distribute or make the Software available over a network where it could be used by multiple devices at the same time. (c) With respect to updates to the Software that xxxxxxxxxx.xxx may make available for download, this Order Form Supplement allows you to download such Software updates to update or restore the Software on any Supported Device. (d) Except as and only to the extent permitted by applicable law, or by licensing terms governing use of open-sourced components included with the Software, neither you nor any other Customer personnel may copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify, or create derivative works of the Software or Software updates, or any part thereof. Any attempt to do so is a violation of the rights of xxxxxxxxxx.xxx and its licensors. If you or any other Customer personnel violate this restriction, you or they, and the Customer, may be subject to prosecution and damages. (e) Neither you nor the Customer may rent, lease, lend, redistribute or sublicense the Software. The Customer may, however, allow other authorized Users under the Master Subscription Agreement to use the Software in connection with a re-assignment of the Supported Device to another authorized User under the Master Subscription Agreement. (f) The Software is available only for Supported Devices, and is not available for all devices. Please check xxx.xxxxxxxxxx.xxx or contact your xxxxxxxxxx.xxx representative to determine whether a specific device-iOS software combination is supported by the Software. (g) In addition to mobile applications offered by xxxxxxxxxx.xxx (and for purposes of this section 5(g), “xxxxxxxxxx.xxx” shall include any Affiliates of xxxxxxxxxx.xxx), xxxxxxxxxx.xxx may offer platforms for the creation of third-party mobile applications, including but not limited to the Salesforce1 platform. Third parties may obtain information from, or access data stored on, Users’ mobile devices to provide services associated with any third-party mobile applications that Users download, install, use, or otherwise interact with over a xxxxxxxxxx.xxx platform. Xxxxxxxxxx.xxx’s mobile applications may also contain links or integrations to other mobile applications provided by third parties. Xxxxxxxxxx.xxx is not responsible for the security and privacy of data collected through third-party mobile applications or the privacy and security practices of the foregoing third parties. (h) Without limiting the generality of anything herein, you acknowledge and agree that the Software may collect user or device data for the purposes of providing services or functions that are relevant to use of the Software.

  • Permits and License Contractor represents and warrants that it will comply with all applicable laws and maintain all permits and licenses required by applicable city, county, state, and federal rules, regulations, statutes, codes, and other laws that pertain to this Contract.

  • Subsidiaries All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. If the Company has no subsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.