PURSUANT TO THE
HSRA.
THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT IS
CONDITIONED UPON THE TERMINATION OR EXPIRATION OF THE WAITING PERIOD UNDER THE
HSRA WITHOUT THE INSTITUTION OR THREAT OF ANY ACTION WITH RESPECT TO SUCH
CONSUMMATION.
(D)
COMMERCIALLY REASONABLE EFFORTS.
IN CONNECTION WITH THE EFFORTS
REFERENCED IN SECTION 4.1(A), SECTION 4.1(B) AND SECTION 4.1(C) TO OBTAIN (I)
ALL REQUISITE APPROVALS AND AUTHORIZATIONS FOR THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT UNDER THE HSRA OR ANY OTHER ANTITRUST LAW AND (II) THE FCC
CONSENT, EACH OF BUYER AND SELLER SHALL USE ITS COMMERCIALLY REASONABLE EFFORTS
TO (A) COOPERATE IN ALL RESPECTS WITH EACH OTHER IN CONNECTION WITH ANY FILING
OR SUBMISSION AND IN CONNECTION WITH ANY INVESTIGATION OR OTHER INQUIRY,
15
INCLUDING ANY PROCEEDING INITIATED BY A PRIVATE PARTY, (B) KEEP THE OTHER PARTY
INFORMED IN ALL MATERIAL RESPECTS OF ANY MATERIAL COMMUNICATIONS RECEIVED BY
SUCH PARTY FROM, OR GIVEN BY SUCH PARTY TO, THE FEDERAL TRADE COMMISSION (THE
"FTC"), THE ANTITRUST DIVISION OF THE DEPARTMENT OF JUSTICE (THE "DOJ"), THE FCC
OR ANY OTHER GOVERNMENTAL AUTHORITY AND OF ANY MATERIAL COMMUNICATION RECEIVED
OR GIVEN IN CONNECTION WITH ANY PROCEEDING BY A PRIVATE PARTY AND (C) PERMIT THE
OTHER PARTY TO REVIEW ANY MATERIAL NON-CONFIDENTIAL COMMUNICATION GIVEN BY IT
TO, AND CONSULT WITH EACH OTHER IN ADVANCE OF AND BE PERMITTED TO ATTEND ANY
MEETING OR CONFERENCE WITH, THE FTC, DOJ, THE FCC OR ANY SUCH OTHER GOVERNMENTAL
AUTHORITY OR, IN CONNECTION WITH ANY PROCEEDING BY A PRIVATE PARTY, WITH ANY
OTHER PERSON, IN EACH CASE REGARDING ANY OF THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT.
(E)
GOVERNMENTAL FILING OR GRANT FEES.
EXCEPT AS OTHERWISE PROVIDED
IN THIS AGREEMENT, ANY FILING OR GRANT FEES (INCLUDING FCC AND HSRA FILING FEES)
IMPOSED BY ANY GOVERNMENTAL AUTHORITY, THE CONSENT OF WHICH IS REQUIRED FOR THE
TRANSACTIONS CONTEMPLATED HEREBY, SHALL BE BORNE EQUALLY BY SELLER AND BUYER.
IN ADDITION, SELLER AND BUYER SHALL BEAR EQUALLY ANY FEES INCURRED BY SELLER IN
THE PUBLICATION OF THE REQUISITE LOCAL PUBLIC NOTICE REGARDING THE FCC
APPLICATION UNDER SECTION 73.3580(D)(3) OF THE FCC'S RULES.
4.2
Conduct of Business.
(A)
PRIOR TO CLOSING.
BETWEEN THE DATE OF THIS AGREEMENT AND THE
CLOSING DATE, EXCEPT AS EXPRESSLY PERMITTED BY THIS AGREEMENT, OR WITH THE PRIOR
WRITTEN CONSENT OF BUYER, WHICH CONSENT SHALL NOT BE UNREASONABLY CONDITIONED,
WITHHELD OR DELAYED AND WHICH SHALL BE DEEMED GIVEN IF BUYER DOES NOT RESPOND TO
SELLER'S REQUEST WITHIN FIVE BUSINESS DAYS OF RECEIPT THEREOF, SELLER SHALL:
(I)
MAINTAIN THE FCC LICENSES IN FULL FORCE AND EFFECT;
(II)
OPERATE THE STATIONS IN ALL MATERIAL RESPECTS IN ACCORDANCE WITH
THE FCC LICENSES, THE COMMUNICATIONS ACT, THE FCC RULES AND REGULATIONS AND ALL
APPLICABLE LAWS;
(III)
NOT ADVERSELY MODIFY ANY OF THE FCC LICENSES, EXCEPT AS MAY BE
PROVIDED IN ANY PENDING APPLICATION IDENTIFIED ON SCHEDULE 2.7(B);
(IV)
USE COMMERCIALLY REASONABLE EFFORTS TO CAUSE ALL LIENS ON THE
STATION ASSETS, OTHER THAN PERMITTED LIENS, TO BE RELEASED IN FULL PRIOR TO
CLOSING;
(V)
USE