Station Licenses. (a) Schedule Section 2.1(b)(i) contains a true and complete list of the FCC Licenses used or held for use in connection with the operation of the Purchased Stations as currently operated and the holder of each such FCC License. Each of the holders of FCC Licenses identified on Schedule Section 2.1(b)(i) is the authorized legal holder of such FCC License. The FCC Licenses (i) have been issued for the full terms customarily issued by the FCC for authorizations of such type for such class of station and (ii) are not subject to any condition, except for those conditions appearing on the face of the FCC Licenses and conditions generally applicable to authorizations of such type for such class of station.
(b) Except as set forth on Schedule Section 5.8(b), (i) each of the Purchased Stations and the facilities of the Purchased Stations are being and have been operated during Emmis’ operation of the Purchased Stations in compliance in all material respects with the FCC Licenses, the Communications Act and all FCC rules and policies, (ii) all material registrations and reports required to be filed with the FCC or uploaded to each Purchased Station’s public inspection file related to the FCC licenses (which registrations and reports were accurate in all material respects as of the time such registrations and reports were filed) have been timely filed or uploaded, (iii) all material FCC regulatory fees due in respect of each Purchased Station have been timely paid, (iv) the construction of all facilities or changes contemplated by any of the FCC Licenses have been completed, and (v) the FCC Licenses are all of the FCC licenses, permits and authorizations required for the operation of the Purchased Stations substantially as currently operated.
(c) Except for proceedings affecting the radio broadcasting industry generally or as permitted or required in connection with this Agreement and the Transactions, (i) there are no applications, petitions, complaints, investigations, notices of violations, notice of apparent liabilities, pending license terminations, forfeitures, proceedings or other actions pending or threatened from or before the FCC relating to the Purchased Stations or the FCC Licenses, except as would not result in a Material Adverse Effect, and (ii) Emmis has not filed with the FCC any applications or petitions relating to the Purchased Stations or the FCC Licenses which are pending before the FCC.
(d) The Mediaco Assets owned by Emmis are in material compl...
Station Licenses. Borrower and each of its Subsidiaries shall at all times maintain the Station Licenses and all other licenses, permits, permissions and other authorizations used or necessary to operate the radio and television stations as operated from time to time by Borrower and its Subsidiaries, except to the extent that the failure to maintain the foregoing would not have a Material Adverse Effect.
Station Licenses. The Station Licenses are all of the licenses, permits, and other authorizations used or necessary to lawfully operate the Station in the manner and to the full extent as it is now operated, and the Station Licenses are validly issued in the name of Seller. Seller has delivered to Buyer true and complete copies of the Station Licenses, including any and all amendments and other modifications thereto. The Station Licenses are in full force and effect, are valid for the balance of the current license term applicable generally to radio stations licensed to communities in the state where the Station is located, are unimpaired by any acts or omissions of Seller or any of its affiliates, or the employees, agents, officers, directors, or shareholders of Seller or any of its affiliates, and are free and clear of any restrictions which might limit the full operation of the Station in the manner and to the full extent as it is now operated (other than restrictions under the terms of the licenses themselves). There are no applications, proceedings, or complaints pending or, to the knowledge of Seller, threatened which may have an adverse effect on the business or operation of the Station (other than rulemaking proceedings that apply to the radio broadcasting industry generally). Seller is not aware of any reason why those of the Station Licenses subject to expiration might not be renewed in the ordinary course for a full term without material qualifications or of any reason why any of the Station Licenses might be revoked. The Station is in compliance with the Commission's policy on exposure to radio frequency radiation. No renewal of any Station License would constitute a major environmental action under the rules of the Commission. There are no facts which, under the Communications Act of 1934, as amended, or the existing rules of the Commission, would disqualify Seller from assigning the Station Licenses or from consummating the
Station Licenses. As of the Closing Date, Schedule 6.17 lists all Station Licenses and the Credit Party that is the holder of each such Station License.
Station Licenses. Schedule 4.22 accurately and completely lists as of the Closing Date (after giving effect to the Transactions), for each Station, all Station Licenses 75 70 granted or assigned to the Borrower or any of its Subsidiaries, or under which the Borrower and its Subsidiaries have the right to operate such Station. As of the Closing Date, the Station Licenses listed on Schedule 4.22 with respect to any Station include all material authorizations, licenses and permits issued by the FCC that are required or necessary for the operation of such Station, and the conduct of the business of the Borrower and its Subsidiaries with respect to such Station, as now conducted or proposed to be conducted. The Station Licenses listed on Schedule 4.22 will be, as of the Closing Date, issued in the name of, or validly assigned to the respective License Subsidiary for the Station being operated under authority of such Station Licenses and validly issued and in full force and effect, and the Borrower and its Subsidiaries will have fulfilled and performed in all material respects their obligations with respect thereto and have full power and authority to operate thereunder, and, except as described in Schedule 4.22 hereto, all consents to the transfer of control of the principal broadcasting licenses and any other material Station Licenses in connection with the transactions contemplated hereby and in the Transaction Documents shall have been granted by the FCC, provided that such consents will not be required to have become Final Orders.
Station Licenses. The principal Station License or any other material Station License of any Station (other than an Immaterial Station License) shall be revoked or canceled or shall expire by its terms without being renewed or extended by statute which has had or could reasonably be expected to result in a Material Adverse Effect, and the Borrower shall have failed to take action within 30 days after the Borrower received notice of such revocation, cancellation or expiration, which could reasonably be expected to remedy such revocation, cancellation or expiration and to restore and maintain such Station License in effect.
Station Licenses. As of the Closing Date, Schedule 3.25 lists all Station Licenses and the Credit Party or Subsidiary that is the licensee of each such Station License.
Station Licenses. Schedule 1.1(c) attached hereto contains a true and complete list of the FCC Licenses. Seller is the authorized legal holder of the FCC Licenses. The FCC Licenses are in full force and effect [if the Purchase Agreement is executed after August 1, 1997, this sentence will need to be modified to reflect the filing of the renewal application for the FCC Licenses]. The FCC Licenses are all of the licenses, permits or other authorizations required under the Communications Act and the rules and regulations of the FCC to operate the Station as currently operated. No proceedings are pending or, to the best knowledge of Seller, threatened which may result in the revocation, modification, non-renewal or suspension of any of the FCC Licenses. Except as caused by non-compliance by Buyer with the TBA, the Station is operating in compliance in all material respects with the Communications Act and all FCC rules and regulations, including, but not limited to, the timely filing of all accurate reports required by the FCC. The representations and warranties contained in this Section 6.3 are subject to Schedule 6.3 attached hereto.
Station Licenses. 56 4.23 Year 2000 Matters............................................................ 57
Station Licenses. 61 SECTION 3.17. Proxy Statement........................................61 SECTION 3.18. Year 2000 Issues.......................................62 ARTICLE IV CONDITIONS
