Common use of FCC Representations and Covenants Clause in Contracts

FCC Representations and Covenants. Each Member, other than a GS Affiliated Member, hereby acknowledges, covenants and agrees that such Member will not be materially involved, directly or indirectly, in the management or operation of the media-related activity of the Company and that neither it nor any of its directors, officers, members or greater than five percent equity holders will: (i) act as an employee of the Company (directly or through the officers, directors, members or Affiliates of such Member) if such Member’s functions (or those of its officers, directors, members or Affiliates), directly or indirectly, relate to any Media Company; (ii) serve, in any material capacity, as an independent contractor or agent with respect to any Media Company in which the Company has an interest; (iii) communicate with the management of any Media Company in which the Company has an interest or with the Managing Member on matters pertaining to the day-to-day operations of any Media Company in which the Company has an interest or any media business of the Company; (iv) vote to admit any additional or replacement Managing Member to the Company unless such additional or replacement Managing Member has been approved by the Managing Member(s) then existing; (v) perform any services for the Company materially relating to any Media Company in which the Company has an interest; or (vi) become actively involved in the management or operation of any Media Company in which the Company has an interest.

FCC Representations and Covenants. Each Member, other than a GS Affiliated Member, hereby acknowledges, covenants and agrees that such Member will not be materially involved, directly or indirectly, in the management or operation of the media-related activity of the Company and that neither it nor any of its directors, officers, members or greater than five percent equity holders will: (i) act as an employee of the Company (directly or through the officers, directors, members or Affiliates of such Member) if such Member’s functions (or those of its officers, directors, members or Affiliates), directly or indirectly, relate to any Media Company; (ii) serve, in any material capacity, as an independent contractor or agent with respect to any Media Company in which the Company has an interestinterest (including an interest held through the Operating Company); (iii) communicate with the management of any Media Company in which the Company has an interest or with (including an interest held through the Managing Member Operating Company) on matters pertaining to the day-to-day operations of any Media Company in which the Company has an interest or any media business of the Company; (iv) vote to admit any additional or replacement Managing Member to the Company unless such additional or replacement Managing Member has been approved by the Managing Member(s) then existing; (v) perform any services for the Company materially relating to any Media Company in which the Company has an interestinterest (including an interest held through the Operating Company); or (viv) become actively involved in the management or operation of any Media Company in which the Company has an interestinterest (including an interest held through the Operating Company).

FCC Representations and Covenants. Each Member, other than a Xxxxxxx Sachs and any GS Affiliated Member, hereby acknowledges, covenants and agrees that such Member will not be materially involved, directly or indirectly, in the management or operation of the media-related activity of the Company and that neither it nor any of its directors, officers, members or greater than five percent equity holders will: (i) act as an employee of the Company (directly or through the officers, directors, members or Affiliates of such Member) if such Member’s functions (or those of its officers, directors, members or Affiliates), directly or indirectly, relate to any Media Company; (ii) serve, in any material capacity, as an independent contractor or agent with respect to any Media Company in which the Company has an interest; (iii) communicate with the management of any Media Company in which the Company has an interest or with the Managing Member on matters pertaining to the day-to-day operations of any Media Company in which the Company has an interest or any media business of the Company; (iv) vote to admit any additional or replacement Managing Member to the Company unless such additional or replacement Managing Member has been approved by the Managing Member(s) then existing; (v) perform any services for the Company materially relating to any Media Company in which the Company has an interest; or (vi) become actively involved in the management or operation of any Media Company in which the Company has an interest.