Common use of FCC Matters Clause in Contracts

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 parties hereto shall cooperate (a) Each of Holdco and Skynet will use their its reasonable best efforts to persuade CCTV take, or cause to be taken, all actions and the Owners to filedo, or cause to be done, and to consent assist and cooperate with each of the other parties in doing, all things necessary, proper or advisable under applicable Law to obtain the FCC Approval. In furtherance and not in limitation of the foregoing, each party agrees to make or cause to be made any appropriate filing or filings that are required by or advisable under the Communications Act (including the rules, regulations and policies promulgated there under by the FCC) as promptly as practicable, and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the Company filingCommunications Act or by any Governmental Entity of the United States participating in a review of such filing or filings pursuant to the Communications Act. (b) Each of Holdco and Skynet, in connection with the FCC an application seeking efforts referenced in Section 4.2(a) to obtain 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 CompanyApproval, 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 to: (i) cooperate to prosecute the FCC Applications with reasonable diligence and otherwise use their its reasonable best efforts to work with the Owners to cause all requisite filings and notifications to obtain the FCC and other governmental or regulatory bodies requested or necessary in connection Approval as expeditiously as practicable, including the exercise of reasonable diligence to comply with any request from the FCC Consentor any other Governmental Entity of the United States for additional documents, the Assignment, the Initial Closing and the Option Closing and the transactions contemplated by this Agreementinformation or materials; (ii) furnish to the cooperate in all respects with each other parties such information and assistance as such parties reasonably may request and as may be reasonably necessary party in connection with the preparation any filing or prosecution of any such filings and notificationssubmission; (iii) keep notify each other (c) The parties shall request that the FCC Applications be processed by the FCC on an expedited basis. (d) Representatives of each of the parties shall have the right, subject to applicable Law, to attend all meetings and to participate in all material conference calls that are attended by or participated in by representatives of any other party, on the one hand, and of the FCC or any Governmental Entity of the United States participating in a review of such FCC Applications under the Communications Act, on the other hand. To the extent practicable, each party shall provide the other parties promptly apprised with prompt prior notice of each such meeting and material conference call (it being understood that such notice shall be provided immediately after such notifying party becomes aware of any communications withsuch meeting or conference call). For clarity, 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 “material conference call” means any telephonic communication with the FCC and all other governmental or regulatory bodies responsible for communications matters; (v) permit any Governmental Entity of the other parties United States that is not solely directed to review any material communication given by it to, and consult with ascertaining the other parties in advance processing status 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 satisfiedApplications or pending filings with other Governmental Entities of the United States.

FCC Matters. The parties hereto Parties shall cooperate file with the FCC, within thirty (30) days following the issuance of the Alameda Court Approval, an application (the “Assignment Application”), seeking approval of the transfer and use their reasonable best efforts assignment of the Licenses to persuade CCTV Buyer. The Assignment Application will include appropriate waiver requests, including the Section 90.353 Waiver (as defined below) as reasonably requested by and substantially prepared by Buyer (FCC approval of the Owners to fileAssignment Application, free of any materially adverse conditions, and including grant of such waiver requests being referred to consent to herein collectively as the Company filing, with “FCC Approvals”). Each of the FCC an application seeking Parties shall diligently take or cooperate in 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 of all steps that are reasonably necessary or appropriate to expedite the preparation, filing, prosecution and granting favorable consideration of any such applicationthe Assignment Application and the Renewal Applications. Without limiting the foregoing, the parties hereto shall (i) use their reasonable best efforts The Parties agree to work consult and coordinate with the Owners to cause all requisite filings and notifications one another as to the FCC and other governmental or regulatory bodies requested or necessary in connection approach to be taken 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 obtaining any necessary consent or authority to the transactions contemplated by this Agreement; (iv) hereby and the grant of the Assignment Application and the Renewal Applications. Each Party shall retain the right to communicate with the FCC staff about the Assignment Application or Renewal Applications without requiring the other Party to be present, and each of the Parties shall keep the other parties apprised of Party reasonably informed as to the status of any such communications with the FCC. Buyer shall be responsible, at its own cost and expense, for filing all necessary documents and applications filed with the FCC to obtain the FCC Approvals to acquire each of the Licenses; provided that the Seller, at its own cost and all other governmental or regulatory bodies responsible for communications matters; (v) permit expense, shall, upon reasonable request from time to time from the other parties to review any material communication given by it toBuyer, and consult with the other parties in advance of any meeting or conference with, any such governmental or regulatory body; and (vi) use their commercially reasonable best efforts to cause assist the Buyer with obtaining the FCC Consent-related conditions to closing to be satisfiedApprovals as soon as reasonably practicable.

FCC Matters. The Except as otherwise contemplated by this Agreement, (i) the parties hereto shall will cooperate to prepare such application(s) as may be commercially reasonable and use their necessary for submission to the FCC (the "FCC Application") in order to obtain the FCC's approval of the transfer of control of the FCC Authorizations (the "FCC Approval") and will promptly file (no later than 15 Business Days following the date that this Agreement is executed) such FCC Application with the FCC; (ii) each of the Parties will (A) diligently take, or cooperate in the taking of, all necessary, desirable, proper and 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 ConsentApproval, cooperate with CCTV including entering into a tolling agreement if necessary, and the Owners in providing all information provide any additional information, reasonably required or 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 respect 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 AgreementApplication; (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; (iiiB) keep the other parties promptly apprised informed of any material communications with(including any meeting, conference or telephonic call) and inquiries will provide the other copies of all correspondence between it (or requests for information from, such governmental or regulatory bodies its advisors) and the FCC with respect to the transactions contemplated by this AgreementFCC Application; (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; (vC) permit the other parties to review any material communication relating to the FCC Application to be given by it to, and consult with to the FCC; (D) to notify as soon as reasonably practicable the other parties in advance the event it becomes aware of any meeting other facts, actions, communications or conference with, occurrences that would reasonably be expected to affect FCC approval of the FCC Application; (E) oppose any such governmental petitions to deny or regulatory bodyother objections filed with respect to the FCC Application and any requests for reconsideration or judicial review of the FCC Approval; and (viF) use their reasonable best efforts not take any action that would reasonably be expected to cause materially delay, materially impede or prevent receipt of the FCC Consent-related conditions to closing to be satisfiedApproval. Azteca shall bear 50%, IM shall bear 31% and Cine shall bear 19% of the fees required by the FCC for the filing of the FCC Application.

FCC Matters. The parties hereto shall cooperate (a) Each of the Purchaser, the Seller and the Corporation will use their its reasonable best efforts to persuade CCTV take, or cause to be taken, all actions and the Owners to filedo, or cause to be done, and to consent assist and cooperate with each of the other parties in doing, all things necessary, proper or advisable under applicable Law to obtain the FCC Approval. In furtherance and not in limitation of the foregoing, each party agrees to make or cause to be made any appropriate filing or filings that are required by or advisable under the United States Communications Act (including the rules, regulations and policies promulgated there under by the FCC) as promptly as practicable, and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the Company filingUnited States Communications Act or by any Governmental Entity of the United States participating in a review of such filing or filings pursuant to the United States Communications Act. (b) Each of the Purchaser, the Seller and the Corporation, in connection with the FCC an application seeking efforts referenced in subsection (a) above to obtain 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 Approval shall use its reasonable best efforts to (i) cooperate to prosecute any such application the FCC Applications with reasonable diligence and otherwise use its reasonable best efforts to obtain the FCC ConsentApproval expeditiously as practicable, including the exercise of reasonable diligence to comply with any request from the FCC or any other Governmental Entity of the United States for additional documents, information or materials; (ii) cooperate in all respects with CCTV each other party in connection with any filing or submission; (iii) notify each other party promptly following any communication received by such party from, or given by such party to, the FCC or any other Governmental Entity of the United States and of any communication received or given in connection with any proceeding by a private party and, in each case, provide the other party with a copy of any written communication promptly after the receipt thereof; and (iv) oppose any petitions to deny or other objections filed with respect the FCC Applications, including any administrative or judicial review and any request for reconsideration or review of any FCC Approval. Each of the Purchaser, the Seller and the Owners Corporation shall take or cause to be taken all actions necessary, appropriate or desirable to permit the FCC to approve in providing all information requested a timely fashion the FCC Applications including using its reasonable best efforts to resolve such objections, if any, as may be asserted by any Governmental Entity of the United States participating in a review of such FCC Applications under the United States Communications Act. (c) The parties shall request that the FCC Applications be processed by the FCC on an expedited basis. The Seller shall have the right to request that the FCC not link the process to approve the FCC Applications with the process to approve of the application to transfer the Skynet Assets to the Purchaser (“Skynet Application”) and taking process the FCC Applications separately from that of the Skynet Applications and the Purchaser agrees to support such request and use its reasonable best efforts to convince the FCC to agree to the above request. (d) Representatives of each of the parties shall have the right, subject to applicable Law, to attend all steps reasonably necessary material meetings and to participate in all material conference calls that are attended by or appropriate to expedite participated in by representatives of any other party, on the preparationone hand, filingand of FCC or any Governmental Entity of the United States participating in a review of such FCC Applications under the United States Communications Act, prosecution on the other hand. To the extent practicable, each party shall provide the other parties with prompt prior notice of each such material meeting and granting material conference call (it being understood that such notice shall be provided immediately after the party becomes aware of any such applicationmeeting or conference call). (e) None of the parties shall take any action that will have the effect of delaying, impairing or impeding the approval of the FCC Applications. (f) Notwithstanding anything to the contrary contained in this Agreement, the Seller shall have the right, in its sole discretion, to waive, and if such waiver is exercised the Purchaser shall be deemed to have also waived, FCC Approval as a condition to the obligations of the parties hereto to consummate the transactions contemplated hereby if it causes the Corporation, prior to the Closing, to transfer to the Seller or an Affiliate of the Seller (the “Pro Forma Licensee”), other than the Corporation or one of the Subsidiaries, all of the issued and outstanding shares of Infosat and all of the FCC Licenses, certificates and authorizations (the “Authorizations”) held by the Corporation pursuant to a pro forma transfer application that the Corporation will in that case file with the FCC and diligently pursue. Without limiting Following the foregoingcompletion of the transfer through to the Closing, the covenants contained Section 4.1 will continue to apply to Infosat as though it were still a Subsidiary of the Corporation (it being understood and agreed that the effect of such covenants is to require Infosat to retain its earnings from and after the date of this agreement for the ultimate benefit of the Purchaser following the Closing). The Pro Forma Licensee shall have control over the Authorizations and over Infosat, which in turn shall have control over its FCC Licenses, certificates and authorizations, to the extent required under applicable Law. At the Closing, along with the Purchased Shares the Purchaser shall purchase, and the Seller shall sell, all of the assets and business associated with the Authorizations, and Purchaser shall enter into a management agreement with the Pro Forma Licensee pursuant to which management agreement Purchaser or one of its Affiliates will manage the business and operations of Infosat to the fullest extent permitted by applicable Law in return for a fee equal to the net profits, if any, of such business during the period of management, it being understood and agreed that the Purchaser shall indemnify and hold harmless the Seller, Corporation and the Pro Forma Licensee from and against any net losses incurred during such period, any Taxes resulting from the transfer to the Pro Forma Licensee and the transfer from the Pro Forma Licensee to the Purchaser, and any other Losses (substituting Seller, Corporation and Pro Forma Licensee, as applicable, for Indemnified Party in the definition of Losses) suffered or incurred as a result of the transfer to the Pro Forma Licensee and/or transfer from the Pro Forma Licensee to the Purchaser, and/or management agreement and related matters from and after the Closing Date, (except for any losses attributable to Seller’s fraud). Following the Closing Date, the parties hereto shall (i) use their reasonable best efforts will continue to work with seek FCC approval of the Owners to cause all requisite filings transfer of the Authorizations and notifications of the change of control of Infosat 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 Purchaser 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 provided above with respect to the transactions contemplated by this Agreement; (iv) keep FCC Licenses, and immediately following such approval, subject to the other parties apprised indemnification set out above, the Pro Forma Licensee will transfer the Authorizations and all of the status issued and outstanding stock of Infosat to the Purchaser or as the Purchaser shall direct for no additional consideration. None of the representations or warranties of the Seller set forth in this Agreement shall be deemed to have been breached by virtue of the Corporation, its Subsidiaries or the Seller undertaking any transaction pursuant to its obligations under this subsection 4.3(f). (g) The Purchaser shall pay all applications filed filing fees, if any, required in connection with obtaining any approvals of the FCC, including the FCC and all other governmental or regulatory bodies responsible Approval, for communications matters; (v) permit the other parties applications made pursuant 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 satisfiedthis Section 4.3.

FCC Matters. (1) The parties hereto shall cooperate Purchaser and the Company will each use their reasonable best efforts to persuade CCTV take, or cause to be taken, all actions and the Owners to filedo, or cause to be done, and to consent assist and cooperate with each other in doing, all things necessary, proper or advisable under Applicable Law to obtain the FCC Approval. In furtherance and not in limitation of the foregoing, each Party agrees to make or cause to be made any appropriate filing or filings that are required by or advisable under the United States Communications Act (including the rules, regulations and policies promulgated there under by the FCC) as promptly as practicable, and in any event by no later than forty-five days from the date of the Agreement, and to supply as promptly as practicable, and in any event within 15 days of such request, any additional information and documentary material that may be requested pursuant to the Company filingUnited States Communications Act or by any Governmental Authority of the United States participating in a review of such filing or filings pursuant to the United States Communications Act. (2) The Purchaser and the Company, in connection with the foregoing, shall each use their reasonable best efforts to: (a) cooperate to prosecute the FCC Applications with reasonable diligence and otherwise use reasonable best efforts to obtain the FCC Approval as expeditiously as practicable, including the exercise of reasonable diligence to comply with any request from the FCC or any other Governmental Authority of the United States for additional documents, information or materials; (b) cooperate in all respects with each other in connection with any filing or submission in connection with the FCC an application seeking Applications; (c) notify each other promptly following any communication received by, or given to, the FCC Consent within fourteen (14) days or any other Governmental Authority of the United States in connection with the FCC Applications and of any communication received or given in connection with any Proceeding by a private party relating thereto and, in each case, provide each other with a copy of any such written communication promptly after the date hereof receipt thereof; and (d) oppose any petitions to deny or as soon thereafter as practicable. Upon obtaining such consent from CCTV other objections filed with respect to the FCC Applications, including any administrative or judicial review and any request for reconsideration or review of any FCC Approval. (3) The Parties shall request that the Owners for FCC Applications be processed by the Company, FCC on an expedited basis. (4) Each of the Purchaser and the Company shall take or cause to be taken all such actions necessary necessary, appropriate or desirable to file such application as soon as practicable. The Company shall use permit the FCC to approve in a timely fashion the FCC Applications including using its reasonable best efforts to prosecute resolve such objections, if any, as may be asserted by any Governmental Authority of the United States participating in a review of such application FCC Applications under the United States Communications Act. (5) Representatives of each of the Parties shall have the right, subject to Applicable Law, to attend all material meetings and obtain to participate in all material conference calls that are attended by or participated in by representatives of the other Party, on the one hand, and of the FCC Consentor any Governmental Authority of the United States participating in a review of such FCC Applications under the United States Communications Act, cooperate with CCTV and on the Owners in providing all information requested by other hand. (6) None of the Parties shall take any action that will have the effect of delaying, impairing or impeding the approval of the FCC and taking Applications. (7) The Purchaser shall pay all steps reasonably necessary or appropriate to expedite the preparationfiling fees, filingif any, 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 required 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 making 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 satisfiedApplications.

FCC Matters. The parties hereto shall cooperate (a) Each of Holdco and Skynet will use their its reasonable best efforts to persuade CCTV take, or cause to be taken, all actions and the Owners to filedo, or cause to be done, and to consent assist and cooperate with each of the other parties in doing, all things necessary, proper or advisable under applicable Law to obtain the FCC Approval. In furtherance and not in limitation of the foregoing, each party agrees to make or cause to be made any appropriate filing or filings that are required by or advisable under the Communications Act (including the rules, regulations and policies promulgated there under by the FCC) as promptly as practicable, and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the Company filingCommunications Act or by any Governmental Entity of the United States participating in a review of such filing or filings pursuant to the Communications Act. (b) Each of Holdco and Skynet, in connection with the FCC an application seeking efforts referenced in Section 4.2(a) to obtain 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 CompanyApproval, 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 to: (i) cooperate to prosecute the FCC Applications with reasonable diligence and otherwise use their its reasonable best efforts to work with the Owners to cause all requisite filings and notifications to obtain the FCC and other governmental or regulatory bodies requested or necessary in connection Approval as expeditiously as practicable, including the exercise of reasonable diligence to comply with any request from the FCC Consentor any other Governmental Entity of the United States for additional documents, the Assignment, the Initial Closing and the Option Closing and the transactions contemplated by this Agreementinformation or materials; (ii) furnish to the cooperate in all respects with each other parties such information and assistance as such parties reasonably may request and as may be reasonably necessary party in connection with the preparation any filing or prosecution of any such filings and notificationssubmission; (iii) keep notify each other party promptly following any communication received by such party from, or given by such party to, the FCC or any other Governmental Entity of the United States and of any communication received or given in connection with any proceeding by a private party and, in each case, provide the other parties promptly apprised party with a copy of any communications with, written communication promptly after the receipt thereof; and inquiries or requests for information from, such governmental or regulatory bodies with respect to the transactions contemplated by this Agreement; (iv) keep the oppose any petitions to deny or other parties apprised of the status of all applications objections filed with respect the FCC Applications, including any administrative or judicial review and any request for reconsideration or review of any FCC Approval. Each of Holdco and Skynet shall take or cause to be taken all other governmental actions necessary, appropriate or regulatory bodies responsible for communications matters; (v) desirable to permit the other parties FCC to review any material communication given by it to, and consult with approve in a timely fashion the other parties in advance of any meeting or conference with, any such governmental or regulatory body; and (vi) use their FCC Applications including using its reasonable best efforts to cause resolve such objections, if any, as may be asserted by any Governmental Entity of the United States participating in a review of such FCC Applications under the Communications Act. (c) The parties shall request that the FCC Consent-related conditions Applications be processed by the FCC on an expedited basis. (d) Representatives of each of the parties shall have the right, subject to closing applicable Law, to attend all meetings and to participate in all material conference calls that are attended by or participated in by representatives of any other party, on the one hand, and of the FCC or any Governmental Entity of the United States participating in a review of such FCC Applications under the Communications Act, on the other hand. To the extent practicable, each party shall provide the other parties with prompt prior notice of each such meeting and material conference call (it being understood that such notice shall be satisfiedprovided immediately after such notifying party becomes aware of any such meeting or conference call). For clarity, “material conference call” means any telephonic communication with the FCC or any Governmental Entity of the United States that is not solely directed to ascertaining the processing status of the FCC Applications or pending filings with other Governmental Entities of the United States.