Applicable Contracts; No Defaults. (a) Entravision has made available to the Investor or its special counsel, true, complete and correct copies of each contract under which Entravision or the Entravision Subsidiaries has any material rights or have become subject to any material obligation or liability or by which Entravision, the Entravision Subsidiaries or any of the material assets owned or used by them are bound (an "Applicable Contract"). Each Applicable Contract is in full force and effect and is valid and enforceable in all material respects in accordance with its terms. (b) Except as set forth on Schedule 2.12: (i) Entravision or the ------------- Entravision Subsidiaries, as the case may be, are, and at all times during the last twelve (12) months have been, in material compliance with the applicable terms and requirements of each Applicable Contract; (ii) to the knowledge of Entravision, no event has occurred or circumstance exists that (with or without notice or lapse of time) would be reasonably likely to contravene, conflict with or result in a material violation or material breach of, or give Entravision or the Entravision Subsidiaries, as the case may be, or other Person the right to declare a default or exercise any materially adverse remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any Applicable Contract; and (iii) Entravision and the Entravision Subsidiaries, as the case may be, have not given to or received from any other Person any written notice or other written communication regarding any actual, alleged, possible or potential material violation or material breach of, or material default under, any Applicable Contract, which has not been cured, waived or otherwise resolved in full.
Appears in 2 contracts
Samples: Convertible Subordinated Note Purchase Agreement (Entravision Communications Corp), Convertible Subordinated Note Purchase Agreement (Entravision Communications Corp)
Applicable Contracts; No Defaults. (a) Entravision Schedule 4.18 contains a complete and accurate list, and ZSPN ------------- has made available delivered to the Investor or its special counselEntravision, true, complete and correct copies of each contract under which Entravision or the Entravision Subsidiaries has any material rights or have become subject to any material obligation or liability or by which Entravision, the Entravision Subsidiaries or any of the material assets owned or used by them are bound (an "Applicable ZSPN Contract"). Each Applicable ZSPN Contract identified or required to be identified on Schedule 4.18 is in full force and effect and is valid and ------------- enforceable in all material respects in accordance with its terms.
(b) Except as set forth on Schedule 2.124.18 or delivered to Xxxxxx ------------- Xxxxxx Xxxxxxx XxXxxxxx Xxxxxx & Fognani, L.L.P. prior to the Execution Date: (i) Entravision ZSPN or the ------------- Entravision ZSPN Subsidiaries, as the case may be, are, and at all times during the last twelve (12) months since May 28, 1998 have been, in material compliance with the applicable terms and requirements of each Applicable ZSPN Contract; (ii) to the knowledge Knowledge of EntravisionZSPN or the Stockholders, no event has occurred or circumstance exists that (with or without notice or lapse of time) would be reasonably likely to contravene, conflict with or result in a material violation or material breach Breach of, or give Entravision ZSPN or the Entravision ZSPN Subsidiaries, as the case may be, or other Person the right to declare a default or exercise any materially adverse remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any Applicable ZSPN Contract; and (iii) Entravision ZSPN and the Entravision ZSPN Subsidiaries, as the case may be, have not given to or received from any other Person any written notice or other written communication regarding any actual, alleged, possible or potential material violation or material breach Breach of, or material default under, any Applicable ZSPN Contract, which has not been cured, waived or otherwise resolved in fullall material respects.
Appears in 1 contract
Samples: Acquisition Agreement (Entravision Communications Corp)
Applicable Contracts; No Defaults. (a) Entravision has made available to the Investor or its special counselZSPN, true, complete and correct copies of each contract under which Applicable Entravision or the Entravision Subsidiaries has any material rights or have become subject to any material obligation or liability or by which Entravision, the Entravision Subsidiaries or any of the material assets owned or used by them are bound (an "Applicable Contract"). Each Applicable Entravision Contract is in full force and effect and is valid and enforceable in all material respects in accordance with its terms.
(b) Except as set forth on Schedule 2.125.12: (i) Entravision or the ------------- Entravision Subsidiaries, as the case may be, are, and at all times during the last twelve two (122) months years have been, in material compliance with the applicable terms and requirements of each Applicable Entravision Contract; (ii) to the knowledge Knowledge of Entravision, no event has occurred or circumstance exists that (with or without notice or lapse of time) would be reasonably likely to contravene, conflict with or result in a material violation or material breach Breach of, or give Entravision or the Entravision Subsidiaries, as the case may be, or other Person the right to declare a default or exercise any materially adverse remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any Applicable Entravision Contract; and (iii) Entravision and the Entravision Subsidiaries, as the case may be, have not given to or received from any other Person any written notice or other written communication regarding any actual, alleged, possible or potential material violation or material breach Breach of, or material default under, any Applicable Entravision Contract, which has not been cured, waived or otherwise resolved in fullall material respects.
Appears in 1 contract
Samples: Acquisition Agreement (Entravision Communications Corp)