Common use of License Subsidiaries Clause in Contracts

License Subsidiaries. All FCC Licenses shall be held by one or more License Subsidiaries (and any License Subsidiary may own more than one FCC License). The Borrower shall cause each License Subsidiary from and after the Closing Date to (a) maintain a separate legal existence from the Borrower and its other Subsidiaries, (b) not make loans to or assume or guaranty the obligations of any Person (other than pursuant to the Guaranty and the First Lien Guaranty), (c) otherwise be operated in such a manner that the separate legal existence of such License Subsidiary will not be disregarded in any insolvency or other legal proceeding, (d) hold no assets other than the FCC licenses and have no financial obligations in each case other than (i) contracts entered into in the ordinary course of business and customary in the industry for broadcast company license subsidiaries which do not result in the incurrence of any Indebtedness by any License Subsidiary, (ii) contracts related to Permitted Acquisitions or other acquisitions, Investments or dispositions permitted by subsections 7.3 and 7.7 to the extent such License Subsidiary is party thereto solely for the purpose of transferring or acquiring the applicable FCC Licenses and (iii) obligations to the Administrative Agent, the Lenders, the First Lien Agent and the First Lien Lenders as a Guarantor, (e) if not a Guarantor on the Closing Date, become a Guarantor in accordance with the terms hereof and the other Loan Documents upon or prior to the time of acquiring any FCC License and (f) xxxxx x Xxxx in its assets to the Administrative Agent pursuant to the Loan Documents.

License Subsidiaries. All FCC (a) Whenever the Borrower or any of its Subsidiaries acquires any Broadcast License after the Effective Date, the Borrower shall (without limiting its obligations under Section 6.09) cause such acquisition to take place as follows in accordance with all applicable laws and regulations, including pursuant to approvals from the FCC: (i) each Broadcast License so acquired shall be transferred to and held by a separate Wholly Owned Subsidiary of the Borrower that is a License Subsidiary, provided that (y) the Broadcast Licenses shall for one or more radio broadcasting stations serving a single “Area of Dominant Influence” as determined by Arbitron Company may be held by any one or more License Subsidiaries that do not hold any Broadcast License for any one or more television broadcasting stations and (z) the Broadcast Licenses for WTTV-TV and any WTTK-TV may be held in a single License Subsidiary; (ii) the related operating assets shall be transferred to and held by an operating company that is a Subsidiary of the Borrower (an “Operating Subsidiary”); (iii) such License Subsidiary may own more than one FCC License). The and such Operating Subsidiary shall enter into an Asset Use and Operating Agreement; (iv) the Borrower shall deliver or cause each License Subsidiary from and after the Closing Date to (a) maintain a separate legal existence from the Borrower and its other Subsidiaries, (b) not make loans to or assume or guaranty the obligations of any Person (other than pursuant be delivered to the Guaranty and Administrative Agent in pledge under the First Lien Guaranty)Security Agreement all capital stock, (c) otherwise be operated in such a manner that the separate legal existence limited liability company interests or other ownership interests of such License Subsidiary will not be disregarded in any insolvency or other legal proceeding, (d) hold no assets other than the FCC licenses and have no financial obligations in each case other than (i) contracts entered into in the ordinary course of business and customary in the industry for broadcast company license subsidiaries which do not result in the incurrence of any Indebtedness by any License such Operating Subsidiary, (ii) contracts related to Permitted Acquisitions or other acquisitions, Investments or dispositions permitted by subsections 7.3 and 7.7 to the extent such License Subsidiary is party thereto solely for the purpose of transferring or acquiring the applicable FCC Licenses ; and (iiiv) obligations to the Administrative Agent, the Lenders, the First Lien Agent and the First Lien Lenders as a Guarantor, (e) if not a Guarantor on the Closing Date, become a Guarantor in accordance with the terms hereof and the other Loan Documents upon or prior to the time of acquiring any FCC License and (f) xxxxx x Xxxx in its assets Borrower shall furnish to the Administrative Agent pursuant to such evidence as may be reasonably requested by the Loan DocumentsAdministrative Agent or any Lender that the foregoing transactions have been so effected.

License Subsidiaries. All FCC Licenses shall be held by one or more License Subsidiaries (and any License Subsidiary may own more than one FCC License). The Borrower shall cause each License Subsidiary from and after the Closing Date to (a) maintain a separate legal existence from the Borrower and its other Subsidiaries, (b) not make loans to or assume or guaranty the obligations of any Person (other than pursuant to the Guaranty and the First Lien Guaranty), (c) otherwise be operated in such a manner that the separate legal existence of such License Subsidiary will not be disregarded in any insolvency or other legal proceeding, (d) hold no assets other than the FCC licenses Licenses and have no financial obligations in each case other than (i) contracts entered into in the ordinary course of business and customary in the industry for broadcast company license subsidiaries which do not result in the incurrence of any Indebtedness by any License Subsidiary, (ii) contracts related to Permitted Business Acquisitions or other acquisitions, Investments or dispositions permitted by subsections 7.3 and 7.7 Section 7.02 or Section 7.05, respectively to the extent such License Subsidiary is party thereto solely for the purpose of transferring or acquiring the applicable FCC Licenses and (iii) obligations to the Administrative Agent, the Lenders, the First Lien Agent and the First Lien Lenders as a Guarantor, (e) if not a Guarantor on the Closing Date, become a Guarantor in accordance with the terms hereof and the other Loan Documents upon or prior to the time of acquiring any FCC License and (f) xxxxx x Xxxx in its assets to the Administrative Agent pursuant to the Loan Documents. Notwithstanding the foregoing, this Section 6.17 shall not apply to any FCC Licenses owed by the Business until after the date that is 60 days after the Closing Date (or such later time as the Administrative Agent may reasonably agree).

License Subsidiaries. All FCC Licenses shall be held by one or more License Subsidiaries (and any License Subsidiary may own more than one FCC License). The Borrower shall cause each License Subsidiary from and after the Closing Date to (a) maintain a separate legal existence from the Borrower and its other Subsidiaries, (b) not make loans to or assume or guaranty the obligations of any Person (other than pursuant to the Guaranty and the First Lien Guaranty), (c) otherwise be operated in such a manner that the separate legal existence of such License Subsidiary will not be disregarded in any insolvency or other legal proceeding, (d) hold no assets other than the FCC licenses Licenses and have no financial obligations in each case other than (i) contracts entered into in the ordinary course of business and customary in the industry for broadcast company license subsidiaries which do not result in the incurrence of any Indebtedness by any License Subsidiary, (ii) contracts related to Permitted Acquisitions or other acquisitions, Investments or dispositions permitted by subsections 7.3 and 7.7 to the extent such License Subsidiary is party thereto solely for the purpose of transferring or acquiring the applicable FCC Licenses and (iii) obligations to the Administrative Agent, the Lenders, the First Lien Agent and the First Lien Lenders as a Guarantor, (e) if not a Guarantor on the Closing Date, become a Guarantor in accordance with the terms hereof and the other Loan Documents upon or prior to the time of acquiring any FCC License and (f) xxxxx x Xxxx in its assets to the Administrative Agent pursuant to the Loan Documents.

License Subsidiaries. All radio broadcast service, community antenna relay service, broadcast auxiliary license, earth station registration, business radio, microwave or special safety radio service license issued by the FCC Licenses shall be held by one or more License Subsidiaries (and any License Subsidiary may own more than one FCC License). The Borrower shall cause each License Subsidiary from and after the Closing Date to (a) maintain a separate legal existence from the Borrower and its other Subsidiaries, (b) not make loans to or assume or guaranty the obligations of any Person (other than pursuant to the Guaranty Communications Act of 1934 as amended from time to time (each an “FCC License”) and other authorizations issued by the FCC relating to the Company and the First Lien GuarantyRestricted Subsidiaries’ Stations (with the exception, prior to the closing of the TV One Acquisition, of TV One’s Stations) are held by a wholly owned Restricted Subsidiary of the Company organized by the Company for the sole purpose of holding FCC Licenses, other Necessary Authorizations, and certain operating agreements and other assets incidental thereto (each a “License Subsidiary”), (c) otherwise be operated in such a manner that the separate legal existence of such . No License Subsidiary will not be disregarded in any insolvency or other legal proceeding, (d) hold no assets other than the FCC licenses and have no financial obligations in each case other than (i) contracts entered into owns or holds any assets (including the ownership of stock or any other interest in any entity) other than operating agreements and FCC Licenses and all other filings, recordings and registrations with, and all validations or exemptions, approvals, orders, authorizations, consents, licenses, certificates and permits from, the ordinary course of business FCC and customary in other governmental authorities (“Authorizations”) issued by the industry for broadcast company license subsidiaries which do not result in the incurrence of any Indebtedness by any License SubsidiaryFCC related to such Stations, (ii) contracts related is engaged in any business other than the holding, acquisition and maintenance of FCC Licenses and other Authorizations issued by the FCC, (iii) has any investments in any other entity other than the Company or a subsidiary of the Company or (iv) owes any indebtedness (other than guarantees of the 2011 Notes and the 2013 Notes and the obligations under the Existing Credit Facility) to Permitted Acquisitions any person or entity other acquisitionsthan the Company or a Restricted Subsidiary (or Guarantor under the Existing Indentures, Investments or dispositions in the case of those subsidiaries that were permitted by subsections 7.3 and 7.7 to become Restricted Subsidiaries of the Existing Notes under the Existing Credit Facility pursuant to the extent such License Subsidiary Third Amendment thereto). ROCH (i) neither owns nor holds any assets (including the ownership of stock or any other interest in any entity) other than the Company’s interests in TV One, (ii) is party thereto solely for engaged in no business other than the purpose holding of transferring or acquiring the applicable FCC Licenses Company’s interests in TV One, and (iii) obligations to owes no indebtedness for borrowed money (other than as described in the Administrative Agent, the Lenders, the First Lien Agent and the First Lien Lenders as a Guarantor, parenthetical in clause (eiv) if not a Guarantor on the Closing Date, become a Guarantor in accordance with the terms hereof and the other Loan Documents upon or prior to the time of acquiring any FCC License and (f) xxxxx x Xxxx in its assets to the Administrative Agent pursuant to the Loan Documentsabove).

License Subsidiaries. All FCC Licenses shall be held by one or more License Subsidiaries (and any License Subsidiary may own more than one FCC License). The Borrower shall cause each License Subsidiary from and after the Closing Date to (a) maintain a separate legal existence from the Borrower and its other Subsidiaries, (b) not make loans to or assume or guaranty the obligations of any Person (other than pursuant to the Guaranty and the First Second Lien Guaranty), (c) otherwise be operated in such a manner that the separate legal existence of such License Subsidiary will not be disregarded in any insolvency or other legal proceeding, (d) hold no assets other than the FCC licenses and have no financial obligations in each case other than (i) contracts entered into in the ordinary course of business and customary in the industry for broadcast company license subsidiaries which do not result in the incurrence of any Indebtedness by any License Subsidiary, (ii) contracts related to Permitted Acquisitions or other acquisitions, Investments or dispositions permitted by subsections 7.3 and 7.7 to the extent such License Subsidiary is party thereto solely for the purpose of transferring or acquiring the applicable FCC Licenses and (iii) obligations to the Administrative Agent, the Lenders, the First Second Lien Agent and the First Second Lien Lenders as a Guarantor, (e) if not a Guarantor on the Closing Date, become a Guarantor in accordance with the terms hereof and the other Loan Documents upon or prior to the time of acquiring any FCC License and (f) xxxxx x Xxxx in its assets to the Administrative Agent pursuant to the Loan Documents.

License Subsidiaries. All FCC Upon the consummation of any Permitted Acquisition or other acquisition by Holdings or any of its Subsidiaries permitted hereunder and under the other Loan Documents that involves the acquisition of one or more Broadcast Licenses, the Borrower shall cause each of the Broadcast Licenses shall being acquired by the Borrower or any of its Subsidiaries to be held by one or more License Subsidiaries, each of which License Subsidiaries shall have as its sole asset or assets the Broadcast Licenses associated with such acquired television broadcast station or stations, such that from and after such applicable date neither the Borrower nor its Subsidiaries (other than the applicable License Subsidiaries) shall hold any Broadcast Licenses other than through one or more duly created and any existing License Subsidiary may own more than one FCC License)Subsidiaries. The Borrower shall cause each not permit the License Subsidiary from and after the Closing Date Subsidiaries to (a) maintain a separate legal existence from the Borrower and its other Subsidiarieshave any business activities, (b) not make loans to operations, assets, Indebtedness, Guaranty Obligations or assume or guaranty the obligations of any Person Liens (other than holding Broadcast Licenses and owning the Capital Stock of other License Subsidiaries and pursuant to the Subsidiary Guaranty and Collateral Agreement issued in connection herewith or any agreement referred to in the First Lien Guarantypreceding sentence), (c) otherwise be operated in such a manner that . Promptly after the separate legal existence of such License Subsidiary will not be disregarded in any insolvency assumption or other legal proceeding, (d) hold no assets other than acquisition of the FCC licenses and have no financial obligations in each case other than (i) contracts entered into in the ordinary course of business and customary in the industry for broadcast company license subsidiaries which do not result in the incurrence of any Indebtedness by any Broadcast License Subsidiary, (ii) contracts related to acquired through a Permitted Acquisitions Acquisition or other acquisitions, Investments acquisition by Holdings or dispositions any of its Subsidiaries permitted by subsections 7.3 hereunder and 7.7 to the extent such License Subsidiary is party thereto solely for the purpose of transferring or acquiring the applicable FCC Licenses and (iii) obligations to the Administrative Agent, the Lenders, the First Lien Agent and the First Lien Lenders as a Guarantor, (e) if not a Guarantor on the Closing Date, become a Guarantor in accordance with the terms hereof and under the other Loan Documents upon or prior to the time of acquiring any FCC License and (f) xxxxx x Xxxx in its assets Subsidiaries, the Borrower shall provide to the Administrative Agent pursuant copies of any required consents to such transfer from the Loan DocumentsFCC and any other Governmental Authority, together with a certificate of a Responsible Officer stating that all Necessary Authorizations relating to such transfer have been obtained or made, are in full force and effect and are not subject to any pending or threatened reversal or cancellation.