FCC Matters Sample Clauses

FCC Matters. (a) The license attached hereto as Exhibit A is a true and correct copy of the License. There is no other condition, to the knowledge of Seller, imposed by the FCC as part of the License that is neither set forth on the face of the License as issued by the FCC, or contained in the FCC rules applicable generally to the licenses of the type, nature and class or location of the License. No other licenses or authorizations are required from the FCC for the operations of facilities in compliance with the License on the Seller Channels in the market area as of the Effective Date. Except as set forth in Section 3.5 below, no Person other than Seller has any right, title, interest or claim in or to the License. The License has been granted to Seller by Final Order and is in full force and effect. (b) Excluding the proceedings in WT Docket No. 03-66, there is not pending or, to the knowledge of Seller, threatened against Seller or the License before the FCC or any other Governmental Authority any application, action, petition, objection or other pleading, or any proceeding with the FCC or any other Governmental Authority, which (i) questions or contests the validity of, or seeks the revocation, forfeiture, non-renewal or suspension of, the License, (ii) seeks the imposition of any modification or amendment with respect thereof, (iii) which would adversely affect the ability of Seller to consummate the Transactions, or (iv) seeks the payment of a fine, sanction, penalty, damages or contribution in connection with the use of the License. To Seller's knowledge there are no facts or circumstances existing that would give rise to any such application, action, petition, objection or other pleading, or proceeding with the FCC or any other Governmental Authority. (c) Other than under the Interference Agreements listed in Exhibit E hereto, Seller has not located, in a search of its readily available records as of the Effective Date, any other written agreements to accept or allow any electromagnetic interference from any other FCC licensees, permittees or applicants with respect to the License and/or Seller Channels, and, to Seller's knowledge, no other such licensees, permittees or applicants have agreed to accept electromagnetic interference from Seller with respect to their respective facilities. (d) To Seller's knowledge, Seller is in compliance with all applicable Laws except for any non-compliance that, individually or in the aggregate, will not have a material advers...

FCC Matters. (a) Notwithstanding anything herein to the contrary, the Collateral Agent, on behalf of the Secured Parties, agrees that to the extent prior FCC approval is required pursuant to communications laws for (i) the operation and effectiveness of any grant, right or remedy hereunder or under any other Security Document or (ii) taking any action that may be taken by the Collateral Agent hereunder or under the other Security Documents, such grant, right, remedy or actions will be subject to such prior FCC approval having been obtained by or in favor of the Collateral Agent, on behalf of the Secured Parties. Notwithstanding anything herein to the contrary, the Collateral Agent, on behalf of the Secured Parties, acknowledges that, to the extent required by the FCC, the voting rights in the applicable pledged securities, as well as de jure, de facto and negative control over all FCC Licenses, shall remain with the applicable Grantors even in the event of an Event of Default until the FCC shall have given its prior consent to the exercise of securityholder rights by a purchaser at a public or private sale of the applicable pledged securities or to the exercise of such rights by a receiver, trustee, conservator or other agent duly appointed in accordance with the applicable law. The Grantors shall, upon the occurrence and during the continuance of an Event of Default and after thirty (30) days’ notice for the opportunity to cure such Event of Default, at the Collateral Agent’s request (acting at the written request of the Required Holders), file or cause to be filed such applications for approval and shall take such other actions reasonably required by the Collateral Agent, as directed by the Required Holders pursuant to this Security Agreement, to obtain such FCC approvals or consents as are necessary to transfer ownership and control to the Collateral Agent, on behalf of the Secured Parties, or their successors, assigns or designees, of the FCC Licenses held by the applicable Grantors. To enforce the provisions of this subsection, and if Grantors do not timely file or cause to be filed the required applications for FCC approval, the Collateral Agent is empowered, at the written direction of the Required Holders, and subject to the Collateral Agent’s rights hereunder and under the Indenture, to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the FCC an involuntary transfer of control of any...

FCC Matters. (a) If an Event of Default shall have occurred and be continuing, each Borrower shall, and, if applicable, shall cause each of its Subsidiaries to, take any action which Agent may reasonably request in the exercise of its rights and remedies under any Loan Document in order to transfer or assign any Collateral to Agent for the benefit of applicable Lenders or to such one or more third parties as Agent may designate, or to a combination of the foregoing. (b) To enforce the provisions of this Section 4.22, Agent is empowered to seek from the FCC and any other Governmental Authority, to the extent required, consent to or approval of any involuntary transfer of control of any entity whose Collateral is subject to any Loan Document for the purpose of seeking a bona fide purchaser to whom control ultimately will be transferred. Each Borrower agrees in such event to, and, if applicable, shall cause each of its Subsidiaries to agree to, cooperate with any such purchaser and with Agent in the preparation, execution and filing of any forms and providing any information that may be necessary or helpful in obtaining the consent of the FCC or any other Governmental Authority to the assignment to such purchaser of the Collateral. Each Borrower agrees to, and, if applicable, shall cause each of its Subsidiaries to, consent to any such voluntary or involuntary transfer after and during the continuation of an Event of Default and, without limiting any rights of Agent under any Loan Document, to authorize Agent to nominate a trustee or receiver to assume control of the Collateral, subject only to required judicial, FCC or other consents required by any Governmental Authority, in order to effectuate the transactions contemplated by this Agreement. Such trustee or receiver shall have all the rights and powers as provided to it by law or court order, or to Agent under any Loan Document. Each Borrower agrees to, and, if applicable, shall cause each of its Subsidiaries to, cooperate fully in obtaining the consent of the FCC and the approval or consent of each other Governmental Authority required to effectuate the foregoing. Each Borrower agrees to, and, if applicable, shall cause each of its Subsidiaries to take all actions reasonably necessary to obtain all approvals, authorizations consents or waivers necessary to transfer ownership and control of the FCC Licenses to any trustee, receiver or bona fide purchaser on behalf of the Lenders, including (i) the immediate filing of a...

FCC Matters. (i) except for the filing of tariffs with the FCC, each Loan Party has duly and timely filed all filings which are required to be filed by it under the Communications Act, the failure to file which could reasonably be expected to have a Material Adverse Effect and is in all material respects in compliance with the Communications Act, including the rules and regulations of the FCC applicable to it, the failure to be in compliance with which could reasonably be expected to have a Material Adverse Effect; (ii) no failure to pay any Indebtedness owing to the FCC in respect of any FCC License has occurred, except in accordance with the orders, rules and regulations of the FCC;

FCC Matters. A. A list of the FCC Licenses of the Company is attached as SCHEDULE 4.30. The statements made to the FCC in the applications for the FCC licenses were true and correct at the time made and at the time the FCC issued the FCC Licenses. The FCC Licenses were duly issued by the FCC, are in full force and effect, and contain all the conditions placed upon the entire authorization for each market, except as are found in the rules and regulations of the FCC ("FCC RULES"). The FCC Licenses permit the Company or ART to operate within the service area and on the channels specified. The Company has good and marketable title to the FCC Licenses (subject to FCC Rules on transfers of ownership) free and clear of any mortgage, pledge, lien, security interest, conditional sale agreement, settlement agreements, whether oral or written, claim, encumbrance, or charge of any kind. The Company have fully complied with the terms of all FCC Licenses, representations made to the FCC and the FCC Rules, except where the failure to so comply could not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect. There are no pending petitions for reconsideration of the grants of the FCC Licenses and the grants of the FCC Licenses have become final orders, no longer subject to reconsideration by the FCC on its own motion or to judicial review. The Company has not been notified of any unresolved protest to the grants of the FCC Licenses or objections by the FCC and, except for FCC rulemaking proceedings, has no reason to believe that the grants of the FCC Licenses will be rescinded or in any way modified. The FCC Rules currently provide that the Company will have exclusive use of the frequencies authorized throughout the designated rectangular geographic area and that the Company will not require prior FCC approval before activating communications paths and new transmitters within the designated area. To the Company's best knowledge, there are no pending written petitions to amend the FCC Rules in this regard and, except for FCC rulemaking proceedings, the Company has no reason to believe that any such amendments will be proposed. Except as set forth on SCHEDULE 4.30 and except as could not singly or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company has timely made all filings, reports, paid any fees, and otherwise met all FCC applicable requirements concerning the FCC Licenses. The Company has not taken any action or fai...

FCC Matters. (i) Except as set forth in Section 4(l)(i) of the Transferor Disclosure Schedule, the MCI FCC License is valid; MCI controls and has always controlled the MCI FCC License and the system authorized thereunder; MCI has timely and completely performed all obligations required to date under the MCI FCC License; MCI has timely submitted all filings and reports required thereunder; MCI has taken all actions required of MCI to date to achieve international coordination of the authorized system, including, without limitation, all actions required to date to achieve (a) all necessary modifications to the International Telecommunication Union's Region 2 Broadcasting-Satellite Service Plan and associated feeder link plan set forth at Appendices 30 and 30A to the International Radio Regulations and (b) coordination of the system's Telemetry, Tracking and Control functions; and has proceeded with the construction of the DBS system with "diligence" (as such term is used in the Regulatory Provisions); and such DBS system has been designed and is being constructed to comply with, and when so constructed will be in compliance with, all obligations required to date under the MCI FCC License and the applicable Regulatory Provisions, including without limitation the geographic service requirements currently imposed on DBS permittees. (ii) Except as set forth in Section 4(l)(ii) of the Transferor Disclosure Schedule, ASkyB's Earth Station Authorizations are valid and in full force and effect, ASkyB has performed to date all obligations required to be performed thereunder, and the Gilbert Property includes Earth Station Facilities that axx xxxxy capable of operating in accordance thereto. (iii) MCI has delivered to Seller a true, correct and complete copy of the MCI FCC License. The MCI FCC License is in full force and effect and is unimpaired by any materially adverse condition. MCI has delivered to Seller true, correct and complete copies of all material correspondence from the FCC to MCI relating to the MCI FCC License and all material correspondence, submissions and/or other filings from MCI to the FCC relating thereto sent to or received by MCI subsequent to the auction of 28 frequency channels at the 110 West Longitude orbital location. Except as set forth in Section 4(l)(i) of the Transferor Disclosure Schedule, no application, action or proceeding is pending for the renewal or modification of the MCI FCC License, and no application, complaint, action or proceeding is pe...

FCC Matters. At all times maintain the FCC Licenses and all other licenses, permits, permissions and other authorizations used or necessary to operate the Stations as operated from time to time by the Borrower and its Restricted Subsidiaries, except to the extent that the failure to do so would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

FCC Matters. (a) As of the Amendment and Restatement Effective Date, Schedule 8.23(a) lists all material FCC Licenses, and the Credit Party that is the licensee of each FCC License. (b) Except as set forth on Schedule 8.23(b) or as otherwise would not result in a Material Adverse Effect, and after giving effect to any Permitted Acquisition, the operation of the business of Holdings and the Restricted Subsidiaries complies with the Communications Act of 1934, as amended, and the rules, orders regulations and other applicable requirements of the FCC. (c) All FCC Licenses are held in the name of Holdings or one of its Subsidiaries, or in the case of those FCC Licenses being acquired in a Permitted Acquisition, an application has been made and is pending with the FCC for the granting of all necessary consents of the assignment of such FCC Licenses to Holdings or certain of its Subsidiaries. The FCC Licenses that have been issued are in full force and effect. Except as set forth on Schedule 8.23(c), there are no proceedings or complaints pending or, to Holdings’ best knowledge, threatened against a Credit Party with respect to any FCC License that would result in a Material Adverse Effect.

FCC Matters. The parties hereto shall cooperate and use their reasonable best efforts to persuade CCTV and the Owners to file, and to consent to the Company filing, with the FCC an application seeking the FCC Consent within fourteen (14) days after the date hereof or as soon thereafter as practicable. Upon obtaining such consent from CCTV and the Owners for the Company, the Company shall take all such actions necessary or desirable to file such application as soon as practicable. The Company shall use its reasonable best efforts to prosecute any such application and obtain the FCC Consent, cooperate with CCTV and the Owners in providing all information requested by the FCC and taking all steps reasonably necessary or appropriate to expedite the preparation, filing, prosecution and granting of any such application. Without limiting the foregoing, the parties hereto shall (i) use their reasonable best efforts to work with the Owners to cause all requisite filings and notifications to the FCC and other governmental or regulatory bodies requested or necessary in connection with the FCC Consent, the Assignment, the Initial Closing and the Option Closing and the transactions contemplated by this Agreement; (ii) furnish to the other parties such information and assistance as such parties reasonably may request and as may be reasonably necessary in connection with the preparation or prosecution of any such filings and notifications; (iii) keep the other parties promptly apprised of any communications with, and inquiries or requests for information from, such governmental or regulatory bodies with respect to the transactions contemplated by this Agreement; (iv) keep the other parties apprised of the status of all applications filed with the FCC and all other governmental or regulatory bodies responsible for communications matters; (v) permit the other parties to review any material communication given by it to, and consult with the other parties in advance of any meeting or conference with, any such governmental or regulatory body; and (vi) use their reasonable best efforts to cause the FCC Consent-related conditions to closing to be satisfied.

FCC Matters. The Borrower and each of its Subsidiaries (i) has duly and timely filed all filings which are required to be filed by it under the Communications Act, the failure to file of which could reasonably be expected to have a Material Adverse Effect and (ii) is in all material respects in compliance with the Communications Act, including the rules and regulations of the FCC relating to the carriage of radio common carrier signals, the failure to be in compliance with which could reasonably be expected to have a Material Adverse Effect.