Common use of CAPSTAR SEC DOCUMENTS; FINANCIAL STATEMENTS Clause in Contracts

CAPSTAR SEC DOCUMENTS; FINANCIAL STATEMENTS. (i) Capstar has filed with the SEC a Registration Statement on Form S-1, as amended (the "IPO Registration Statement"), with respect to the registration of an initial public offering of the Capstar Class A Common Stock pursuant to the Prospectus dated May 26, 1998 contained in such IPO Registration Statement, and has filed all required reports, schedules, forms, statements and other documents with the SEC since the effective date of the IPO Registration Statement (such IPO Registration Statement and reports, schedules, forms, statements and other documents and any other documents filed with the SEC by Capstar, Capstar Partners, Capstar Radio Partners and Capstar Communications and publicly available prior to the date of this Agreement are hereinafter referred to as the "Capstar SEC Documents"); (ii) as of their respective dates, the Capstar SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Capstar SEC Documents, and none of the Capstar SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) as of their respective dates, the consolidated financial statements of Capstar and its predecessors included in the Capstar SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, the consolidated financial position of Capstar and its consolidated subsidiaries (or its predecessors and their respective consolidated subsidiaries) as of the dates thereof and the consolidated results of their operations and cash flows for

CAPSTAR SEC DOCUMENTS; FINANCIAL STATEMENTS. (i) Capstar has filed with the SEC a Registration Statement on Form S-1, as amended (the "IPO Registration Statement"), with respect to the registration of an initial public offering of the Capstar Class A Common Stock pursuant to the Prospectus dated May 26, 1998 contained in such 11 19 IPO Registration Statement, and has filed all required reports, schedules, forms, statements and other documents with the SEC since the effective date of the IPO Registration Statement to August 26, 1998 (such IPO Registration Statement and reports, schedules, forms, statements and other documents and any other documents filed with the SEC by Capstar, Capstar Partners, Capstar Radio Partners and Capstar Communications and publicly available prior to the date of this Agreement August 26, 1998 are hereinafter referred to as the "Capstar SEC Documents"); (ii) as of their respective dates, the Capstar SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Capstar SEC Documents, and none of the Capstar SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) as of their respective dates, the consolidated financial statements of Capstar and its predecessors included in the Capstar SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, the consolidated financial position of Capstar and its consolidated subsidiaries (or its predecessors and their respective consolidated subsidiaries) as of the dates thereof and the consolidated results of their operations and cash flows forfor the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).