Common use of Authority; No Conflict; Consents Clause in Contracts

Authority; No Conflict; Consents. (a) This Agreement constitutes the legal, valid and binding obligation of ZSPN and the Stockholders, enforceable against ZSPN and the Stockholders in accordance with its terms, except to the extent that such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally and is subject to general principles of equity. ZSPN and the Stockholders have the absolute and unrestricted right, power, authority and capacity to execute and deliver this Agreement and to perform their respective obligations thereunder. (b) Neither the execution and delivery of this Agreement by ZSPN or the Stockholders nor the consummation or performance of any of the Contemplated Transactions by ZSPN or the Stockholders will violate, Breach or conflict with: (i) any provision of the Organizational Documents of ZSPN or the ZSPN Subsidiaries; (ii) any resolution adopted by the stockholders or the Board of Directors of ZSPN or the ZSPN Subsidiaries; (iii) any Legal Requirement or Order to which ZSPN or the ZSPN Subsidiaries may be subject; or (iv) any Contract to which ZSPN or the ZSPN Subsidiaries is a party or by which ZSPN or the ZSPN Subsidiaries may be bound. (c) Except for the filing of the FCC Consent, the filing of the Certificate of Merger with the Delaware Secretary of State, the filing required by the HSR Act and obtaining any necessary third party consents set forth on Schedule 4.2, neither ZSPN, the ZSPN Subsidiaries nor the Stockholders will be ------------ required to give any notice to or obtain any third-party Consents from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions, including, without limitation, the sale of the Shares to Acquisition Co., the transfer of the ownership and operation of the Radio Stations, the Outdoor Business and the Internet Sites to Entravision via the Merger, and assignment of all Applicable ZSPN Contracts to the Surviving Corporation. Schedule 4.2 identifies any ------------ Consent which is material to the operation of the Radio Stations, the Outdoor Business or the Internet Sites as a "Material Consent."

Authority; No Conflict; Consents. (a) Each Debtor (i) has the requisite corporate or limited liability company (as applicable) power and authority (A) to enter into, execute and deliver this Agreement and each other Transaction Document to which it is (or will be) a party, and to enter into, execute and file with the Bankruptcy Court the Plan and (B) to perform and consummate the Contemplated Transactions, and (ii) has taken all necessary corporate or limited liability company (as applicable) action required for (x) the due authorization, execution and delivery of this Agreement and each other Transaction Document to which it is (or will be) a party, (y) the due authorization, execution and filing with the Bankruptcy Court of the Plan and (z) the performance and consummation of the Contemplated Transactions. This Agreement has been (or, in the case of each other Transaction Document to be entered into by a Debtor at or prior to the Closing, will be) duly executed and delivered by each Debtor (or, in the case of any other Transaction Document, the Debtor party thereto). This Agreement constitutes (or, in the case of each other Transaction Document to be entered into by a Debtor at or prior to the Closing, will constitute) the legal, valid and binding obligation of ZSPN and each Debtor (or, in the Stockholderscase of any other Transaction Document, the Debtor party thereto), enforceable against ZSPN and the Stockholders such Debtor in accordance with its terms, except to the extent that such the enforceability thereof may be limited by (I) applicable bankruptcy, insolvency, reorganizationmoratorium, moratorium or reorganization and other similar laws relating to of general application limiting the enforcement of creditors' ’ rights generally and is subject (II) the fact that the courts may deny the granting or enforcement of equitable remedies. Subject to general principles the expiration or waiver by the Bankruptcy Court of equity. ZSPN the fourteen (14) day period set forth in Bankruptcy Rules 6004(h) and 3020(e), the Stockholders have Plan constitutes the absolute legal, valid and unrestricted rightbinding obligation of each Debtor, power, authority and capacity to execute and deliver this Agreement and to perform their respective obligations thereunderenforceable against such Debtor in accordance with its terms. (b) Neither the execution and delivery by the Debtors of this Agreement or any of the other Transaction Documents, the execution or filing with the Bankruptcy Court by ZSPN or the Stockholders Debtors of the Plan nor the performance or consummation or performance by the Debtors of any of the Contemplated Transactions by ZSPN will, directly or the Stockholders will violate, Breach indirectly (with or conflict with: without notice or lapse of time or both): (i) contravene, conflict with or result in a violation or breach of any provision of the Organizational Documents of ZSPN or the ZSPN Subsidiaries; any Debtor; (ii) after entry of the Confirmation Order, contravene, conflict with or result in a violation of any resolution adopted by the stockholders or the Board of Directors of ZSPN or the ZSPN Subsidiaries; (iii) any Legal Requirement Law or Order to which ZSPN any Debtor or any of its Subsidiaries, or any of the ZSPN Subsidiaries properties, assets, rights or interests owned or used by any Debtor or any of its Subsidiaries, may be subject; ; (iii) contravene, conflict with or (iv) result in a violation or breach of any provision of, or give rise to any right of termination, acceleration or cancellation under, any Contract to which ZSPN any Debtor or the ZSPN any of its Subsidiaries is a party or by which ZSPN any Debtor’s or the ZSPN Subsidiaries may be any of its Subsidiaries’ properties, assets, rights or interests are bound.; or (civ) Except result in the imposition or creation of any Encumbrance (except for the filing Permitted Encumbrances described in clause (e) of the FCC Consent, the filing of the Certificate of Merger definition thereof) upon or with the Delaware Secretary of State, the filing required by the HSR Act and obtaining any necessary third party consents set forth on Schedule 4.2, neither ZSPN, the ZSPN Subsidiaries nor the Stockholders will be ------------ required respect to give any notice to or obtain any third-party Consents from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactionsassets, includingproperties, without limitationrights, the sale interests or businesses owned or used by any Debtor or any of the Shares to Acquisition Co., the transfer of the ownership its Subsidiaries that will not be released and operation of the Radio Stations, the Outdoor Business and the Internet Sites to Entravision via the Merger, and assignment of all Applicable ZSPN Contracts discharged pursuant to the Surviving Corporation. Schedule 4.2 identifies any ------------ Consent which is material to Plan; except, in the operation case of the Radio Stationsclauses (ii) and (iii) above, the Outdoor Business where such occurrence, event or the Internet Sites as a "Material Consent."result

Authority; No Conflict; Consents. (a) This Assuming due authorization, execution and delivery of this Agreement by Entravision and Acquisition Co., this Agreement constitutes the legal, valid and binding obligation of ZSPN and the StockholdersLCG, enforceable against ZSPN and the Stockholders LCG in accordance with its terms, except to the extent that such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally and or is subject to general principles of equity. ZSPN and LCG has the Stockholders have the absolute and unrestricted corporate right, power, authority and capacity to execute and deliver this Agreement and to perform their respective its obligations thereunder. (b) Neither the execution and delivery of this Agreement by ZSPN or the Stockholders LCG nor the consummation or performance of any of the Contemplated Transactions by ZSPN or LCG will, subject to receipt of any required approval of the Stockholders will to the Merger and this Agreement, violate, Breach or conflict with: (i) any provision of the Organizational Documents of ZSPN LCG or the ZSPN LCG Subsidiaries; (ii) any resolution related to the Contemplated Transactions adopted by the stockholders or the Board of Directors of ZSPN LCG or the ZSPN LCG Subsidiaries; (iii) any material Legal Requirement or material Order to which ZSPN LCG or the ZSPN LCG Subsidiaries may be subject; or (iv) any material Contract to which ZSPN LCG or the ZSPN LCG Subsidiaries is are a party or by which ZSPN LCG or the ZSPN LCG Subsidiaries may be bound. (c) Except for the filing of the FCC Consent, the filing of the Certificate of Merger with the Delaware Secretary of State, the filing required by the HSR Act and Act, obtaining any necessary third third-party consents set forth on Schedule 4.2, and the approval by the Stockholders of the Merger and this ------------ Agreement, neither ZSPN, the ZSPN Subsidiaries LCG nor the Stockholders LCG Subsidiaries will be ------------ required to give any notice to or obtain any material third-party Consents from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions, including, without limitation, the sale of the Shares to Acquisition Co., Merger and the transfer of the ownership and operation of the Radio Stations, the Outdoor Business and the Internet Sites Stations to Entravision via the Merger, and assignment of all Applicable ZSPN Contracts to the Surviving Corporation. Schedule 4.2 identifies any ------------ Consent which is material to the operation of the Radio Stations, the Outdoor Business or the Internet Sites as a "Material ConsentEntravision."

Authority; No Conflict; Consents. (a) The execution and delivery by each of Purchaser and Merger Sub of this Agreement and the other Transaction Documents to which it is a party and the performance by each of Purchaser and Merger Sub of the transactions contemplated hereby and thereby have been duly authorized pursuant to and in accordance with Applicable Law and the Organizational Documents governing each of Purchaser and Merger Sub and no other proceedings on the part of either Purchaser and Merger Sub are necessary to authorize such execution, delivery and performance. (b) This Agreement constitutes and the legal, other Transaction Documents to which each of Purchaser and Merger Sub is a party have been duly and validly executed and delivered by each of Purchaser and Merger Sub and constitute valid and binding obligation obligations of ZSPN each of Purchaser and the StockholdersMerger Sub, enforceable against ZSPN each of Purchaser and the Stockholders Merger Sub in accordance with its their terms, except to the extent that such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally the Enforceability Exceptions. (c) The execution and is subject to general principles delivery by each of equity. ZSPN Purchaser and the Stockholders have the absolute and unrestricted right, power, authority and capacity to execute and deliver Merger Sub of this Agreement and each other Transaction Document to perform their respective obligations thereunder. (b) Neither which it is a party and the execution performance by each of Purchaser and delivery of this Agreement by ZSPN or the Stockholders nor the consummation or performance of any Merger Sub of the Contemplated Transactions by ZSPN or the Stockholders will violate, Breach or transactions contemplated hereby and thereby does not conflict with: , result in a violation or breach of, or constitute a default under, in each case, with or without the giving of notice or lapse of time or both, (i) any provision term of the Organizational Documents of ZSPN or the ZSPN Subsidiaries; each of Purchaser and Merger Sub, (ii) any resolution adopted by the stockholders material Contract or the Board of Directors of ZSPN permit to which either Purchaser or the ZSPN Subsidiaries; Merger Sub is a party or (iii) any Legal Requirement or Order Applicable Law to which ZSPN either Purchaser or Merger Sub are subject, and except with respect to clauses (ii) and (iii) above, for such conflicts, violations, breaches or defaults that would not have, individually or in the ZSPN Subsidiaries may be subject; aggregate, a material adverse effect on either Purchaser or Merger Sub. (ivd) No consent, approval, permit, Order or authorization of, registration, declaration or filing with any Governmental Body, any third party or any counter-party to any material Contract to which ZSPN Purchaser or Merger Sub is a party, is required in connection with the execution, delivery and performance by each of Purchaser and Merger Sub of this Agreement or the ZSPN Subsidiaries other Transaction Documents to which it is a party or by which ZSPN or the ZSPN Subsidiaries may be bound. transactions contemplated hereby and thereby, except for (ci) Except for the filing of the FCC Consent, the filing of the Certificate of Merger with the Delaware Secretary of Statethe State of Delaware pursuant to the DGCL, the filing required by and (ii) compliance with and filings under any applicable Antitrust Laws, including under the HSR Act Act, and obtaining the rules and regulations promulgated thereunder and its foreign equivalents in each foreign jurisdiction where Purchaser and Merger Sub are subject to such compliance and filings. (e) None of Purchaser or any necessary third party consents set forth on Schedule 4.2of its Affiliates has ever (i) been denied the right to invest in, neither ZSPNown, the ZSPN Subsidiaries nor the Stockholders will be ------------ required to give any notice to operate or obtain a license with respect to a hospital or other healthcare facility or (ii) withdrawn an application to invest in, own, operate or obtain a license with respect to a hospital or other healthcare facility. None of Purchaser or any third-party Consents from any Person in connection with the execution and delivery of this Agreement or the consummation or performance its Affiliates is aware of any facts or circumstances that would reasonably be expected to result in any Governmental Body objecting to the transactions contemplated hereby, denying or materially delaying its approval of the Contemplated Transactionstransactions contemplated hereby (if such Governmental Body’s approval is required), including, without limitation, the sale of the Shares or subjecting such approval to Acquisition Co., the transfer of the ownership and operation of the Radio Stations, the Outdoor Business and the Internet Sites to Entravision via the Merger, and assignment of all Applicable ZSPN Contracts any material conditions precedent that are different from those conditions precedent generally imposed by such Governmental Body in transactions substantially similar to the Surviving Corporation. Schedule 4.2 identifies any ------------ Consent which is material to the operation of the Radio Stations, the Outdoor Business or the Internet Sites as a "Material Consenttransactions contemplated by this Agreement."