Common use of Governmental Authorization; Other Consents Clause in Contracts

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, (b) as of the Closing Date, the grant by any Loan Party of the Liens granted by it pursuant to the Security Documents, (c) as of the Closing Date, the perfection or maintenance of the Liens created under the Security Documents (including the priority thereof), or (d) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Security Documents, except, in each case above, for (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties from and after the Closing Date, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect, (iii) the filing of certain of the Loan Documents with the FCC after the Closing Date, (iv) any necessary prior approval of the FCC and (v) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Governmental Authorization; Other Consents. No material approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, or for the consummation of the Transaction, (b) as of the Closing Date, the grant by any Loan Party of the Liens granted by it pursuant to the Security Collateral Documents, (c) as of the Closing Date, the perfection or maintenance of the Liens created under the Security Collateral Documents (including the priority thereof), ) or (d) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Security Collateral Documents, except, in each case above, except for (i) filings and registrations necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties from and after the Closing DateParties, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect (or, with respect to consummation of the Transaction, will be duly obtained, taken, given or made and will be in full force and effect, in each case within the time period required to be so obtained, taken, given or made) and (iii) the filing of certain of the Loan Documents with the FCC after the Closing Date, (iv) any necessary prior approval of the FCC and (v) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make could not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, or for the consummation of the Transaction, (b) as of the Closing Date, the grant by any Loan Party of the Liens granted by it pursuant to the Security Collateral Documents, (c) as of the Closing Date, the perfection or maintenance of the Liens created under the Security Collateral Documents (including the priority thereof), (d) approvals, consents, exceptions, authorization, action, notice or filing under securities laws or (de) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Security Collateral Documents, except, in each case above, except for (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties from and after the Closing Date, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect, effect and (iii) the filing of certain of the Loan Documents with the FCC after the Closing Date, (iv) any necessary prior approval of the FCC and (v) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, or for the consummation of the lending Transaction under the Loan Documents, (b) as of the Closing Date, the grant by any Loan Party of the Liens granted by it pursuant to the Security Collateral Documents, (c) as of the Closing Date, the perfection or maintenance of the Liens created under the Security Collateral Documents (including the priority thereof), or (d) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Security Collateral Documents, except, in each case above, except for (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties from and after the Closing Date, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect, (iii) the approvals, consents, exceptions, authorization, action, notice or filing of certain of the Loan Documents with the FCC after the Closing Date, under securities laws and (iv) any necessary prior approval of the FCC and (v) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, (b) as of the Closing Date, the grant by any Loan Party of the Liens granted by it pursuant to the Security Documents, (c) as of the Closing Date, the perfection or maintenance of the Liens created under the Security Documents (including the priority thereof), or (d) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Security Documents, except, in each case above, ; except for (i) the filing of certain of the Loan Documents with the FCC after the Acquisition Effective Date, (ii) the filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties from and after the Closing Acquisition Effective Date, (iiiii) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect, (iiiiv) the filing of certain of the Loan Documents with the FCC after the Closing Date, (iv) any necessary prior approval of the FCC as may be required for the Lenders to exercise certain of their rights with respect to the Stations and the Shared Service Party Stations, (iv) filings with the SEC required under applicable Laws and (v) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make could notmake, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Governmental Authorization; Other Consents. No As of the Restatement Closing Date, no material approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (ai) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document or Material Debt Document, (b) as or for the consummation of the Closing DateTransactions, (ii) the grant by any Loan Party of the Liens granted by it pursuant to the Security Collateral Documents, (ciii) as of the Closing Date, the perfection or maintenance of the Liens created under the Security Collateral Documents (including the first priority (subject to Specified Statutory Liens) nature thereof), ) or (div) the exercise by the Administrative any Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Security Collateral Documents, except, in each case above, except for (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties from and after the Closing Dateauthorizations, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect, (iii) the filing of certain of the Loan Documents with the FCC after the Closing Date, (iv) any necessary prior approval of the FCC effect and (vii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make could not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect. The Action Sports Acquisition has been, or substantially concurrently with the occurrence of the Restatement Closing Date will be, consummated in accordance with the Action Sports Stock Purchase Agreement and applicable Law.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, or for the consummation of the Transactions, (b) as of the Closing Date, the grant by any Loan Party of the Liens granted by it pursuant to the Security Collateral Documents, (c) as of the Closing Date, the perfection or maintenance of the Liens created under the Security Collateral Documents (including the priority thereof), ) or (d) the exercise by the Administrative Agent, the Collateral Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Security Collateral Documents, except, in each case above, except for (i) filings and registrations necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties from and after the Closing DateParties, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effecteffect (except to the extent not required to be obtained, taken, given or made or to be in full force and effect pursuant to the Collateral and Guarantee Requirement) and (iii) the filing of certain of the Loan Documents with the FCC after the Closing Date, (iv) any necessary prior approval of the FCC and (v) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make could notmake, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Governmental Authorization; Other Consents. No As of the Closing Date, no material approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan DocumentDocument or for the consummation of the Transactions, (b) as of the Closing Date, the grant by any Loan Party of the Liens granted by it pursuant to the Security Collateral Documents, (c) as of the Closing Date, the perfection or maintenance of the Liens created under the Security Collateral Documents (including having the priority thereofset forth in the Intercreditor Agreement (subject to Specified Statutory Liens) or, after the repayment in full of the Term Facility, having a first priority Lien (subject to Specified Statutory Liens), ) or (d) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Security Collateral Documents, except, in each case above, except for (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties from and after the Closing Dateauthorizations, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect, (iiiii) filings or recordings necessary to create or perfect the filing of certain Liens on the Collateral granted by the Loan Parties in favor of the Loan Documents with the FCC after the Closing Date, (iv) any necessary prior approval of the FCC Secured Parties and (viii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make could not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect.

Governmental Authorization; Other Consents. No material approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, or for the consummation of the Transactions, (b) as of the Closing Date, the grant by any Loan Party of the Liens granted by it pursuant to the Security Collateral Documents, (c) as of the Closing Date, the perfection or maintenance of the Liens created under the Security Collateral Documents (including the priority thereof), ) or (d) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Security Collateral Documents, except, in each case above, except for (i) filings and registrations necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties from and after the Closing DateParties, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect (or, with respect to consummation of the Transactions, will be duly obtained, taken, given or made and will be in full force and effect, in each case within the time period required to be so obtained, taken, given or made) and (iii) the filing of certain of the Loan Documents with the FCC after the Closing Date, (iv) any necessary prior approval of the FCC and (v) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make could not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, or for the consummation of the Transaction, (b) as of the Closing Date, the grant by any Loan Party of the Liens granted by it pursuant to the Security Collateral Documents, (c) as of the Closing Date, the perfection or maintenance continuance of the Liens created under the Security Collateral Documents (including the first priority nature thereof), ) or (d) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Security Collateral Documents, exceptexcept for the authorizations, in each case above, for (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties from and after the Closing Date, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which (i) have been duly obtained, taken, given or made and are in full force and effect, (iiiii) the filing of certain of are required by the Loan Documents or (iii) in the case of any authorization, approval, action, notice or filing from or with the FCC after the Closing Date, (iv) any necessary prior approval of the FCC and (v) those approvals, consents, exemptions, authorizations or a Person other actions, notices or filingsthan a Governmental Authority, the failure of which to obtain or make have could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. All applicable waiting periods in connection with the Transaction have expired without any action having been taken by any Governmental Authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, authorization or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, or for the consummation of the Transactions, except those approvals, consents, exemptions, authorizations or other actions the failure of which to obtain or take could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (b) as of the Closing Date, the grant by any Loan Party of the Liens granted by it pursuant to the Security Collateral Documents, (c) as of the Closing Date, the perfection or maintenance of the Liens created under the Security Documents (including Collateral Documents, other than UCC filings and other filings specifically contemplated by the priority thereof)Collateral Documents, or (d) the exercise by the Administrative Agent any Agent, any Lender or any Lender LC Issuer of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Security Collateral Documents, except, in each case above, except for (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of pursuant to the Secured Parties from Collateral Documents and after the Closing Date, (ii) the approvals, consents, exemptions, authorizations, actionsdeletions, notices and filings which that (A) have been duly obtained, taken, given or made and are in full force and effect, effect or (iiiB) the filing of certain of the Loan Documents with the FCC after the Closing Date, (iv) any necessary prior approval of the FCC and (v) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain obtain, take, give or make could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, (b) as of the Closing Date, the grant by any Loan Party of the Liens granted by it pursuant to the Security Documents, (c) as of the Closing Date, the perfection or maintenance of the Liens created under the Security Documents (including the priority thereof), or (d) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Security Documents, except, in each case above, ; except for (i) the filing of certain of the Loan Documents with the FCC after the Signing Date, (ii) the filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties from and after the Closing Draw Date, (iiiii) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect, (iiiiv) the filing of certain of the Loan Documents with the FCC after the Closing Date, (iv) any necessary prior approval of the FCC as may be required for the Lenders to exercise certain of their rights with respect to the Stations, (iv) filings with the SEC required under applicable Laws and (v) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make could notmake, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, (b) as of the Closing Date, the grant by any Loan Party of the Liens granted by it pursuant to the Security Documents, (c) as of the Closing Date, the perfection or maintenance of the Liens created under the Security Documents (including the priority thereof), or (d) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Security Documents, except, in each case above, ; except for (i) the filing of certain of the Loan Documents with the FCC after the Signing Date, (ii) the filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties from and after the Closing Initial Draw Date, (iiiii) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect, (iiiiv) the filing of certain of the Loan Documents with the FCC after the Closing Date, (iv) any necessary prior approval of the FCC as may be required for the Lenders to exercise certain of their rights with respect to the Stations and the Shared Service Party Stations, (iv) filings with the SEC required under applicable Laws and (v) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make could notmake, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.