OF ITS INTERESTS IN RADIO STATIONS, INCLUDING THE STATIONS,
PURSUANT TO THE TERMS OF THIS SECTION 4.1(A).
(B)
FCC APPLICATION.
14
(I)
THE ASSIGNMENT OF THE FCC LICENSES AS CONTEMPLATED BY THIS
AGREEMENT IS SUBJECT TO THE PRIOR CONSENT AND APPROVAL OF THE FCC.
WITHIN 10
BUSINESS DAYS AFTER EXECUTION OF THIS AGREEMENT, BUYER AND SELLER SHALL FILE THE
FCC APPLICATION.
SELLER AND BUYER SHALL THEREAFTER PROSECUTE THE FCC
APPLICATION WITH ALL COMMERCIALLY REASONABLE DILIGENCE AND OTHERWISE USE
COMMERCIALLY REASONABLE EFFORTS TO OBTAIN THE FCC CONSENT AS EXPEDITIOUSLY AS
PRACTICABLE.
EACH PARTY SHALL PROMPTLY PROVIDE THE OTHER WITH A COPY OF ANY
PLEADING, ORDER OR OTHER DOCUMENT SERVED ON IT RELATING TO THE FCC APPLICATION,
AND SHALL FURNISH ALL INFORMATION REQUIRED BY THE FCC.
(II)
THE PARTIES ACKNOWLEDGE THAT LICENSE RENEWAL APPLICATIONS ARE
CURRENTLY PENDING FOR THE FCC LICENSES.
THE PARTIES FURTHER ACKNOWLEDGE THAT
THE FCC GENERALLY WILL NOT ALLOW THE CONSUMMATION OF AN ACQUISITION A RADIO
BROADCAST STATION IF A LICENSE RENEWAL APPLICATION FOR THE STATION IS PENDING.
THE PARTIES, HOWEVER, DESIRE TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT AS SOON AS POSSIBLE, SUBJECT TO THE TERMS OF THIS AGREEMENT.
IN ORDER
TO ENSURE THAT THE FCC ACTS ON THE FCC APPLICATION IN THE NORMAL COURSE AND TO
ALLOW THE PARTIES TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT
AS SOON AS POSSIBLE, BUYER AGREES TO ADVISE THE FCC IN WRITING, EITHER IN A
LETTER SUBMITTED TO THE FCC OR IN THE FCC APPLICATION ITSELF, OF BUYER'S EXPRESS
WILLINGNESS TO ABIDE BY THE PROCEDURES SET FORTH IN PARAGRAPH 35 OF STOCKHOLDERS
OF CBS, 11 FCC RCD 3733, 3750 (1995), AND TO ASSUME THE CONSEQUENCES ASSOCIATED
WITH BUYER SUCCEEDING TO THE PLACE OF SELLER IN SUCH RENEWAL APPLICATIONS.
SELLER AGREES TO INDEMNIFY BUYER FOR ALL LOSSES RELATING TO FCC MATTERS THAT MAY
ARISE OUT OF OR RESULT FROM SUCH AGREEMENT WITHOUT REGARD TO THE LIMITATIONS SET
FORTH IN THE LAST SENTENCE OF SECTION 7.2(A).
(C)
COMPLIANCE WITH ANTITRUST LAWS.
EACH OF BUYER AND SELLER AGREES
TO MAKE APPROPRIATE FILINGS PURSUANT TO APPLICABLE ANTITRUST LAWS, INCLUDING A
NOTIFICATION AND REPORT FORM PURSUANT TO THE HSRA (INCLUDING MAKING A REQUEST
FOR EARLY TERMINATION OF THE WAITING PERIOD THEREUNDER), WITH RESPECT TO THE
TRANSACTIONS CONTEMPLATED HEREBY (I) WITHIN 30 DAYS AFTER EXECUTION OF THIS
AGREEMENT, IF IT IS DETERMINED THAT HSRA NOTIFICATION WITH RESPECT TO THIS
AGREEMENT MAY BE FILED SEPARATELY FROM THE HSRA NOTIFICATION WITH RESPECT TO THE
ASSET PURCHASE AGREEMENT OF EVEN DATE HEREWITH AMONG SELLER, TEXAS CBS RADIO
L.P., CBS RADIO INC. OF ILLINOIS AND BUYER (THE "MULTI-MARKET PURCHASE
AGREEMENT") OR (II) WITHIN FIVE BUSINESS DAYS AFTER EXECUTION OF THIS AGREEMENT,
IF A SINGLE HSRA NOTIFICATION MUST BE FILED FOR BOTH THIS AGREEMENT AND THE
MULTI-MARKET PURCHASE AGREEMENT.
BUYER AND SELLER EACH AGREE TO FURNISH TO THE
OTHER PARTY ALL INFORMATION THAT THE OTHER REASONABLY REQUESTS IN CONNECTION
WITH SUCH FILINGS, AND TO SUPPLY, AS PROMPTLY AS PRACTICABLE, ANY ADDITIONAL
INFORMATION AND DOCUMENTARY MATERIAL THAT MAY BE REQUESTED