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. Notwithstanding any other provision of this Pledge Agreement:
(A) Any foreclosure on, sale, transfer or other disposition of, or the exercise or relinquishment of any right to vote or consent with respect to, any of the Pledged Collateral by CoBank shall be pursuant to Section 310(d) of the Communications Act of 1934, as amended, and the applicable rules and regulations thereunder, and, if and to the extent required thereby, subject to the prior approval or notice to and non-opposition of the FCC.
(B) If an Event of Default shall have occurred and be continuing, the Pledgor shall take any action, and shall cause the Borrower to take any action, which CoBank may reasonably request in order to transfer and assign to CoBank, or to such one or more third parties as CoBank may designate, or to a combination of the foregoing, each FCC license or permit owned by the Borrower. CoBank is empowered, to the extent permitted by applicable law, to request the appointment of a receiver from any court of competent jurisdiction. Such receiver may be instructed by CoBank to seek from the FCC an involuntary transfer of control of each such FCC license or permit for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. The Pledgor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed and, if the Pledgor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and during the continuance of an Event of Default, the Pledgor shall further use its best efforts to assist in obtaining approval of the FCC and any state regulatory bodies, if required, for any action or transactions contemplated by this Pledge Agreement, including, without limitation, the preparation, execution and filing with the FCC and any state regulatory bodies of the assignor's or transferor's portion of any application or applications for consent to the assignment of any FCC license or permit or transfer of control necessary or appropriate under the rules and regulations of the FCC or any state regulatory body for approval or non-opposition of the transfer or assignment of any portion of the Pledged Collateral, together with any FCC license or permit.
(C) The Pledgor acknowledges that the assignment or transfer of each FCC license or permit is integral to CoBank's realization of the value of the Pledged Collateral, that there is no adequate remedy at law for failure by ...
FCC Matters. (a) The FCC has issued to the Company, and the Company holds all material licenses (the "FCC LICENSES") necessary to conduct its business as such business is currently conducted and proposed to be conducted, and such FCC Licenses are valid and in full force and effect. For the two-year period prior to the date hereof, the Company has filed all statements, reports and information required by the FCC and duly performed in all respects all of its obligations under such FCC Licenses and the Communications Act.
(b) The Company is in compliance in all material respects with the Communications Act governing the ownership and operation of the paging systems owned, permitted, licensed, being constructed and/or operated pursuant to the FCC Licenses. There is not now pending or, to the Company's or any Subsidiary's knowledge, threatened any litigation, proceeding or investigation before the FCC that might result in a termination of any of the FCC Licenses. The Company has constructed all of its material facilities operating under the FCC Licenses within the construction period provided under the Communications Act.
(c) No event has occurred (including any notice issued by the FCC), and no agreement has been entered into by the Company (including this Agreement), that now or after notice or lapse of time or both, might reasonably be expected to permit cancellation, revocation or termination of the FCC Licenses, or would result in any FCC action that could reasonably be expected to have a Material Adverse Effect, and there is not, to the Company's knowledge, pending or threatened any action or matter that would suggest that the FCC Licenses will not be renewed in the ordinary course.
(d) There is not pending any application, petition, objection or other pleading filed with the FCC or any federal entity with jurisdiction to review administrative orders of the FCC, that questions the validity of or contests any of the FCC Licenses.
(e) No consents, approvals or actions by the FCC are required to permit the consummation of the transactions contemplated hereby, and such consummation will not result in a violation of the Communications Act and will not cause any forfeiture or impairment of the FCC Licenses.
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 Closing 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.
FCC Matters. Purchaser is fully qualified under the Communications Act of 1934, as amended (the "COMMUNICATIONS ACT"), to be an FCC licensee, and to be approved as the assignee of the FCC Authorizations. Purchaser knows of no reason why the FCC will not grant its consent to the assignment of the FCC Authorizations from License Sub to Purchaser.
FCC Matters. There are no facts relating to Buyer under the Communications Act or otherwise that reasonably may be expected to disqualify it from qualifying as an assignee of the Station Licenses or that would prevent it from consummating the transactions contemplated by this Agreement. Buyer hereby represents and warrants that it is able to certify on an FCC Form 314 that it is financially qualified.
