Governmental Licenses; FCC Matters Sample Clauses

Governmental Licenses; FCC Matters. (a) Schedule 3.4 includes a true and complete list of the Licenses. Seller has made available to Buyer true and complete copies of the Licenses (including any amendments and other modifications thereto). The Licenses have been validly issued, and Licensee is the authorized legal holder thereof. The Licenses listed on Schedule 3.4 comprise all of the licenses, permits and other authorizations required from any governmental or regulatory authority for the lawful conduct in all material respects of the business and operations of the Station in the manner and to the full extent they are now conducted, and none of the Licenses is subject to any unusual or special restriction or condition that could reasonably be expected to limit the full operation of the Station as now operated. The Licenses are in full force and effect, and the conduct of the business and operations of the Station is in accordance therewith. Except as set forth on Schedule 3.4, no application, action or proceeding is pending for the renewal or modification of any of the Licenses and, except for actions or proceedings affecting radio broadcast stations generally, no application, complaint, action or proceeding is pending or, to Seller's knowledge, threatened that may result in the (i) denial of an application for renewal by the FCC or other granting authority, (ii) the revocation, modification, non-renewal or suspension of any of the Licenses, (iii) the issuance of any cease-an- desist orders, or (iv) the imposition of any administrative or judicial sanction with respect to the Station; provided, to the extent any application, action or proceeding has been brought by a person or entity which is not an Affiliate of Seller, the foregoing representation is provided only to the knowledge of Seller. (b) Except as set forth on Schedule 3.4, the Station (i) is being operated in all material respects in accordance with the specifications of the applicable FCC Licenses as seasonal variances allow and (ii) is being operated in material compliance in all respects with all requirements of the Communications Act. Sellers have complied in all material respects with all requirements of the FCC and the FAA with respect to the Station's antenna structures. (c) Except as set forth on Schedule 3.4, Seller knows of no facts, conditions or events relating to Seller or the Station that might cause the FCC or other granting authority to have a legally valid basis to deny the assignment of the Licenses as provided fo...
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Governmental Licenses; FCC Matters. (a) DCS or its Affiliates hold all those licenses, permits and/or certificates of public convenience and necessity issued by any governmental body having jurisdiction over the California Business or any California Assets, which are required in connection with the ownership and operation of the California Assets and the California Business as it is presently being conducted except for such licenses, consents, permits, approvals and authorizations for which the failure to so hold would not be material. DCS or an Affiliate is the exclusive holder of, and has good, complete and marketable title to, free and clear of all Liens, the California FCC Authorizations. No person other than DCS or an Affiliate has any right, title or interest (legal or beneficial) in or to, or any right or license to use, any California FCC Authorizations. Each California FCC Authorization has been granted to DCS or an Affiliate by Final Order and is in full force and effect. Neither DCS nor any Affiliate has entered into any obligation, agreement, arrangement or understanding to sell, transfer, deliver, convey, assign or otherwise dispose of any California FCC Authorization or that would affect the ownership or use of any California FCC Authorization by AWS or an Affiliate after Closing. (b) Except as set forth on Schedule 7.6(b)(i), neither DCS nor any Affiliate is operating in material conflict with, or in material default or violation of, any Laws applicable to any California FCC Authorization, and each is in compliance in all material respects with the terms and conditions of each California FCC Authorization. Except as set forth on Schedule 7.6(b)(ii), and except for proceedings affecting the wireless industry or wireless licenses generally, there is not pending or, to the knowledge of DCS, threatened against DCS or an Affiliate or any California FCC Authorization, nor does DCS have knowledge of any basis for, any application, action, complaint, claim, investigation, suit, notice of violation, petition, objection or other pleading, or any proceeding against DCS or an Affiliate or any California FCC Authorization, with the FCC or any other Governmental Authority (as defined in Section 18.18), which questions or contests the validity of, or seeks the revocation, cancellation, forfeiture, non-renewal or suspension of, any California FCC Authorization, or which seeks the imposition of any modification or amendment with respect thereto, or the payment of a fine, sanction, penalty, dam...
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Governmental Licenses; FCC Matters. (a) AWS or its Affiliates hold all those licenses, permits and/or certificates of public convenience and necessity issued by any governmental body having jurisdiction over the Alaska Business or any Alaska Assets, which are required in connection with the ownership and operation of the Alaska Assets and the Alaska Business as it is presently being conducted except for such licenses, consents, permits, approvals and authorizations for which the failure to so hold would not be material. AWS or an Affiliate is the exclusive holder of, and has good, complete and marketable title to, free and clear of all Liens, the Alaska FCC Authorizations. No person other than AWS or an Affiliate has any right, title or interest (legal or beneficial) in or to, or any right or license to use, any Alaska FCC Authorizations. Each Alaska FCC Authorization has been granted to AWS or an Affiliate by Final Order and is in full force and effect. Neither AWS nor any Affiliate has entered into any obligation, agreement, arrangement or understanding to sell, transfer, deliver, convey, assign or otherwise dispose of any Alaska FCC Authorization or that would affect the ownership or use of any Alaska FCC Authorization by DCS or an Affiliate after Closing. (b) Except as set forth on Schedule 8.6(b)(i), neither AWS nor any Affiliate is operating in material conflict with, or in material default or violation of, any Laws applicable to any Alaska FCC Authorization, and each is in compliance in all material respects with the terms and conditions of each Alaska FCC Authorization. Except as set forth on Schedule 8.6(b)(ii), and except for proceedings affecting the wireless industry or wireless licenses generally, there is not pending or, to the knowledge of AWS, threatened against AWS or an Affiliate or any Alaska FCC Authorization, nor does AWS have knowledge of any basis for, any application, action, complaint, claim, investigation, suit, notice of violation, petition, objection or other pleading, or any proceeding against AWS or an Affiliate or any Alaska FCC Authorization, with the FCC or any other Governmental Authority (as defined in Section 18.18), which questions or contests the validity of, or seeks the revocation, cancellation, forfeiture, non-renewal or suspension of, any Alaska FCC Authorization, or which seeks the imposition of any modification or amendment with respect thereto, or the payment of a fine, sanction, penalty, damages or contribution in connection with the use of any A...
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Governmental Licenses; FCC Matters. 18 Section 7.7. Compliance with Laws.................................. 19 Section 7.8. No Conflicts; Consents................................ 19 Section 7.9. Litigation and Legal Proceedings...................... 19 Section 7.10. California System Employees........................... 20 Section 7.11.
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Governmental Licenses; FCC Matters. 31 Section 8.7. Compliance with Laws.................................. 33 Section 8.8. No Conflicts; Consents................................ 33 Section 8.9. Litigation and Legal Proceedings...................... 33 Section 8.10. Alaska System Employees............................... 34 Section 8.11.
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Governmental Licenses; FCC Matters 
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Related to Governmental Licenses; FCC Matters

  • Governmental Licenses Obtain and maintain all licenses, permits, certifications and approvals of all applicable Governmental Authorities as are required for the conduct of its business as currently conducted and as contemplated by the Loan Documents, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

  • Governmental Licenses and Permits (a) Excluding Environmental Permits (which are covered in Section 3.11), each of the Companies holds all material governmental qualifications, registrations, filings, licenses, permits, orders, approvals or authorizations necessary to conduct its respective business and to own or use its respective assets and properties, as such businesses, assets and properties are conducted, owned and used on the date of the Original Stock Purchase Agreement (collectively, the "Material Permits"). (b) All Material Permits are valid and in full force and effect in all material respects. Except as set forth in Schedule 3.10(b) and excluding Environmental Permits (which are covered in Section 3.11), none of the Companies is in default or violation of any of the Material Permits in any material respect. Except as set forth in Schedule 3.10(b), (i) no Material Permit of any of the Companies has been revoked, suspended, non-renewed, terminated or impaired in any material respect, (ii) none of the Companies currently is the subject of any pending or, to the Knowledge of Seller, threatened Action seeking the revocation, suspension, non-renewal, termination, modification or impairment, in any material respect, of any Material Permit, and (iii) to the Knowledge of Seller, there is no existing condition of any of the Companies, nor has any of the Companies received any notice from any Governmental Authority of any fact or condition, which, if left uncured, would result in the revocation, limitation, suspension or non-renewal of any Material Permit, except where such revocation, limitation, suspension or non-renewal, individually or in the aggregate, would not reasonably be expected to have a material and adverse effect on any Real Property Asset. Except as set forth in Schedule 3.10(b), none of the Companies are operating under a Governmental Order or voluntary agreement with any regulatory authorities of any jurisdiction in which it now holds a Material Permit which restricts in any material respect its authority to do the business authorized pursuant to such Material Permit or which would prohibit or materially delay the consummation of the transactions contemplated hereby. Subject to obtaining the consents set forth in Schedule 3.04, none of the Material Permits will be subject to revocation, limitation, suspension, non-renewal, withdrawal, termination or modification as a result of the consummation of the transactions contemplated hereby, except where such revocation, limitation, suspension, non-renewal, withdrawal, termination or modification, individually or in the aggregate, would not reasonably be expected to have a material and adverse effect on any Real Property Asset.

  • Governmental Permits and Approvals (a) All approvals, authorizations, consents, permits and licenses from governmental and regulatory bodies required for the transactions contemplated by this Agreement and to permit the business currently carried on by Earth to continue to be carried on substantially in the same manner immediately following the Closing Date shall have been obtained and shall be in full force and effect, and the Owners shall have been furnished with appropriate evidence, reasonably satisfactory to them, of the granting of such approvals, authorizations, consents, permits and licenses; and (b) There shall not have been any action taken by any court, governmental or regulatory body then prohibiting or making illegal on the Closing Date the transactions contemplated by this Agreement.

  • Governmental Permits The Company does, or will prior to the date the Project is Placed in Service, own, hold or possess all licenses, franchises, permits, privileges, immunities, approvals and other authorizations from a governmental body which are necessary to entitle it to own or lease, operate and use its assets located at the Project and to carry on and conduct its business at the Project, including, but not limited to, all required permits or licenses from any state or local governmental agencies and any required certifications from local or national boards or agencies indicating that the business of the Project is being conducted lawfully (herein collectively called “Governmental Permits”). The Company has performed its obligations under each Governmental Permit, or will when Governmental Permits are issued, and no event has occurred or condition or state of facts exists which (i) constitutes, or after notice or lapse of time or both, would constitute a breach or default under any such Governmental Permit, or (ii) permits, or after notice or lapse of time or both, would permit revocation or termination of any such Governmental Permit, or which might adversely affect in any material respect the rights of the Company under any such Governmental Permit. No notice of cancellation, of default or of any dispute concerning any Governmental Permit, or of any event, condition or state of facts described in the preceding sentence, has been received by, or is known to, the Company.

  • Consents, Licenses, Approvals, etc Lender shall have received copies of all consents, licenses and approvals, if any, required in connection with the execution, delivery and performance by Borrower, and the validity and enforceability, of the Loan Documents, and such consents, licenses and approvals shall be in full force and effect.

  • Consents, Licenses and Approvals The Administrative Agent shall have received, with a counterpart for each Lender, a certificate of a Responsible Officer of the Borrower (i) attaching copies of all consents, authorizations and filings referred to in Section 5.4, and (ii) stating that such consents, licenses and filings are in full force and effect, and each such consent, authorization and filing shall be in form and substance satisfactory to the Administrative Agent.

  • Governmental Permits, Etc The Company has all necessary franchises, licenses, certificates and other authorizations from any foreign, federal, state or local government or governmental agency, department or body that are currently necessary for the operation of the business of the Company as currently conducted, except where the failure to currently possess such franchises, licenses, certificates and other authorizations is not reasonably likely to have a Material Adverse Effect.

  • Governmental Approvals; No Conflicts The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party (a) do not require any consent or approval of, registration or filing with, or any action by, any Governmental Authority, except those as have been obtained or made and are in full force and effect, (b) will not violate any Requirements of Law applicable to the Borrower or any of its Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding on the Borrower or any of its Subsidiaries or any of its assets or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries, except Liens (if any) created under the Loan Documents.

  • Governmental Approvals Any Governmental Approval shall have been (a) revoked, rescinded, suspended, modified in an adverse manner or not renewed in the ordinary course for a full term or (b) subject to any decision by a Governmental Authority that designates a hearing with respect to any applications for renewal of any of such Governmental Approval or that could result in the Governmental Authority taking any of the actions described in clause (a) above, and such decision or such revocation, rescission, suspension, modification or non-renewal (i) has, or could reasonably be expected to have, a Material Adverse Change, or (ii) adversely affects the legal qualifications of Borrower or any of its Subsidiaries to hold such Governmental Approval in any applicable jurisdiction and such revocation, rescission, suspension, modification or non-renewal could reasonably be expected to affect the status of or legal qualifications of Borrower or any of its Subsidiaries to hold any Governmental Approval in any other jurisdiction.

  • Permits, Licenses, Etc Each of the Borrower and its Subsidiaries possesses all permits, licenses, patents, patent rights or licenses, trademarks, trademark rights, trade names rights, and copyrights which are material to the conduct of its business. Each of the Borrower and its Subsidiaries manages and operates its business in accordance with all applicable Legal Requirements except where the failure to so manage or operate could not reasonably be expected to result in a Material Adverse Change; provided that this Section 4.14 does not apply with respect to Environmental Permits.

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