Common use of Compliance with Applicable Laws; FCC Matters Clause in Contracts

Compliance with Applicable Laws; FCC Matters. (i) Except as -------------------------------------------- permitted or contemplated hereby, the operations of the Stations have been and now are being conducted in substantial compliance with each law, ordinance, regulation, judgment, decree, injunction, rule or order of the FCC or any other Governmental Entity binding on Seller, the Stations or their respective properties or assets. No investigation or review by any Governmental Entity with respect to Seller or the Stations is pending or, to the Seller's knowledge, is threatened. Without limiting the generality of the foregoing and with respect to the Stations, the Stations comply in all material respects with the Communications Act of 1934, as amended (the "Communications Act"), all rules, regulations and written policies of the FCC thereunder, all obligations with respect to equal opportunity under applicable law, and all rules and regulations of the FCC and the Federal Aviation Administration applicable to the towers used by the Stations (including all rules regulating hazards to air navigation, registration of radio towers, and exposure of humans to non-ionizing radio frequency radiation). In addition, Seller has duly and timely filed, or caused to be filed, with the appropriate Governmental Entities all applications, reports, statements, fees, documents, registrations, filings or submissions with respect to the operations of the Stations and the ownership thereof, including, without limitation, applications for renewal of authority required by applicable law to be filed. All such filings complied in all material respects with applicable laws when made and no material deficiencies have been asserted with respect to any such filings. All the material required by 47 C.F.R. (S) 73.3526 to be kept in the public inspection files of the Stations is in such files. Except as disclosed on Schedule 6.1.5, Seller has no knowledge of any fact or circumstance relating to Seller or the Stations arising from noncompliance with the Communications Act, or the rules, regulations or written policies of the FCC in effect on the date of this Agreement that could reasonably be expected to (a) disqualify Seller from assigning the Station Licenses to the Buyer or (b) prevent or delay the consummation by them of the transactions contemplated by this Agreement.

Compliance with Applicable Laws; FCC Matters. (i) Except as -------------------------------------------- permitted or contemplated hereby, the operations of the Stations Station have been and now are being conducted in substantial compliance in all material respects with each law, ordinance, regulation, judgment, decree, injunction, rule or order of the FCC or any other Governmental Entity binding on Seller, the Stations Station or their its respective properties or assets. No investigation or review by any Governmental Entity with respect to Seller or the Stations Station is pending or, to the Seller's knowledge, is threatened. Without limiting the generality of the foregoing and with respect to the Stationsforegoing, the Stations comply operation of the Station complies in all material respects with the Communications Act of 1934, as amended (the "Communications Act"), all rules, regulations and written policies of the FCC thereunder, all obligations with respect to equal opportunity under applicable law, and all rules and regulations of the FCC and the Federal Aviation Administration applicable to the towers used by the Stations Station (including all rules regulating hazards to air navigation, registration of radio towers, and exposure of humans to non-ionizing radio frequency radiation). In addition, Seller has duly and timely filed, or caused to be filed, with the appropriate Governmental Entities all material applications, reports, statements, fees, documents, registrations, filings or submissions with respect to the operations of the Stations Station and the ownership thereof, including, without limitation, applications for renewal of authority required by applicable law to be filed. All such filings complied in all material respects with applicable laws when made and no material deficiencies have been asserted with respect to any such filings. All the material required by 47 C.F.R. (S) 73.3526 to be kept in the public inspection files of the Stations Station is in such files. Except as disclosed on Schedule 6.1.5, Seller has no knowledge of any fact or circumstance relating to Seller or the Stations Station arising from noncompliance with the Communications Act, or the rules, regulations or written policies of the FCC in effect on the date of this Agreement that could reasonably be expected to (a) disqualify Seller from assigning the Station FCC Licenses to the Buyer or (b) prevent or delay the consummation by them Seller and Buyer of the transactions contemplated by this Agreement.

Compliance with Applicable Laws; FCC Matters. (i) Except as -------------------------------------------- permitted or contemplated hereby, the operations businesses of the Stations Osboxx xxx its subsidiaries have been and now are being conducted in substantial compliance with each applicable law, ordinance, regulation, judgment, decree, injunction, rule or order of the FCC or any other Governmental Entity binding on Seller, the Stations Osboxx xx any of its subsidiaries or their respective properties or assets, except for such instances of noncompliance as would not have a Material Adverse Effect. No investigation or review by any Governmental Entity with respect to Seller or the Stations Osboxx xx any of its subsidiaries is pending or, to the Seller's Osboxx'x knowledge, is threatened, except for such investigations or reviews as would not have a Material Adverse Effect. Without limiting the generality of the foregoing and with respect to the Stationsforegoing, the Stations comply in all material respects Osboxx xxx its subsidiaries have complied with the Communications Act of 1934, as amended (the "Communications Act")) in all material respects, all material rules, regulations and written policies of the FCC thereunder, all material obligations with respect to equal opportunity under applicable law, and all material rules and regulations of the FCC and the Federal Aviation Administration applicable to the towers used by the Stations radio broadcast stations operated by Osboxx xxx its subsidiaries (including all rules regulating hazards to air navigation, registration of radio towers, and exposure of humans to non-ionizing radio frequency radiationthe "Stations"). In addition, Seller has Osboxx and its subsidiaries have duly and timely filed, or caused to be so filed, with the appropriate Governmental Entities FCC all applications, material reports, statements, fees, documents, registrations, filings or submissions with respect to the operations operation of the Stations and the ownership thereof, including, without limitation, applications for renewal of authority required by applicable law to be filed. All such FCC filings complied in with all material respects with applicable laws when made and no material deficiencies have been asserted with respect to any such filings. All the The material required by 47 C.F.R. (S) Section 73.3526 to be kept in the public inspection files of the Stations is in such files. Except as disclosed on Schedule 6.1.5, Seller has no knowledge of any fact or circumstance relating to Seller or the Stations arising from noncompliance with the Communications Act, or the rules, regulations or written policies of the FCC in effect on the date of this Agreement that could reasonably be expected to (a) disqualify Seller from assigning the Station Licenses to the Buyer or (b) prevent or delay the consummation by them of the transactions contemplated by this Agreement.

Compliance with Applicable Laws; FCC Matters. (i) Except To Seller's -------------------------------------------- knowledge, except as -------------------------------------------- permitted or contemplated hereby, the business and operations of the Stations Station have been been, and now are being being, conducted in substantial compliance in all material respects with the Station Licenses, with each law, ordinance, regulation, judgment, decree, injunction, rule or order of the FCC or any other Governmental Entity binding on Seller, the Stations Station or their respective its properties or assets. No investigation or review by any Governmental Entity with respect to Seller or the Stations Station is pending or, to the Seller's knowledge, is threatened. Without limiting the generality of the foregoing and with respect to the StationsStation, the Stations comply Station complies in all material respects with the Communications Act of 1934, as amended (the "Communications Act"), all rules, regulations and written policies Communication Laws of the FCC thereunderFCC, all obligations with respect to equal opportunity under applicable law, and all rules and regulations of the FCC and the Federal Aviation Administration ("FAA") applicable to the towers used by the Stations Station (including all rules regulating hazards to air navigation, registration of radio towers, and exposure of humans to non-ionizing radio frequency radiation). In addition, Seller has duly and timely filed, or caused to be filed, with the appropriate Governmental Entities all applications, reports, statements, fees, documents, registrations, filings or submissions with respect to the business or operations of the Stations Station and the ownership thereof, including, without limitation, applications for renewal of authority required to be filed by applicable law to be filedlaw. All such filings complied in all material respects with applicable laws when made made, and no material deficiencies have been asserted with respect to any such filings. All the material required by 47 C.F.R. (S) 73.3526 to be kept in the public inspection files file of the Stations Station is in such filesfile. Except as disclosed on Schedule 6.1.5, Seller has no knowledge of any material fact or circumstance relating to Seller or the Stations Station arising from noncompliance with the Communications Act, or the rules, regulations or written policies Communication Laws of the FCC in effect on the date of this Agreement that could reasonably be expected to (ai) disqualify Seller from assigning the Station Licenses to the Buyer or (bii) prevent or delay the consummation by them the parties of the transactions contemplated by this Agreement.

Compliance with Applicable Laws; FCC Matters. (ia) Except as -------------------------------------------- permitted or contemplated hereby, the business and operations of the Stations have been been, and now are being being, conducted in substantial compliance in all material respects with the Stations Licenses, each law, ordinance, regulation, judgment, decree, injunction, rule or order of the FCC or any other Governmental Entity binding on Seller, the Stations or their respective properties or assets. No investigation or review by any Governmental Entity with respect to Seller or the Stations is pending or, to the Seller's knowledge, is threatened. Without limiting the generality of the foregoing and with respect to the Stationsforegoing, the Stations comply Seller has complied in all material respects with the Communications Act of 1934, as amended (the "Communications Act"), all rules, ------------------ regulations and written policies of the FCC thereunder, all obligations with respect to equal opportunity under applicable law, and all rules and regulations of the FCC law and the Federal Aviation Administration FCC's policy on exposure to radio frequency radiation applicable to the towers used by Stations. No renewal of any Stations License would constitute a major environmental action under the Stations (including all rules regulating hazards of the FCC. Access to air navigation, registration the Stations' transmission facilities are restricted in accordance with the policies of radio towers, and exposure of humans to non-ionizing radio frequency radiation)the FCC. In addition, Seller has duly and timely filed, or caused to be filed, with the appropriate Governmental Entities all applications, reports, statements, fees, documents, registrations, filings or submissions with respect to the business or operations of the Stations and the ownership thereof, including, without limitation, applications for renewal of authority required to be filed by applicable law law, except where failure to be filedso file is not reasonably likely to have a material adverse effect in the business and operations of the Stations. All such filings complied in all material respects with applicable laws when made and and, to the Seller's knowledge, no material deficiencies have been asserted with respect to any such filings. Seller has duly and timely paid, or caused to be paid, to the appropriate Governmental Entities, all fees associated with any such filings. Seller has duly and timely paid, or caused to be paid, all annual regulatory fees to the appropriate Governmental Entities as required by applicable law. All of the material required by 47 C.F.R. (S) Section 73.3526 to be kept in the public inspection files of the Stations is in such files. Except as otherwise disclosed on Schedule 6.1.5, Seller has no knowledge of any fact or -------------- circumstance relating to Seller or the Stations arising from noncompliance with the Communications Act, or the rules, regulations or written policies of the FCC in effect on the date of this Agreement that could reasonably be expected to (ai) disqualify Seller from assigning the Station Stations Licenses to the Buyer or (bii) prevent or delay the consummation by them the parties of the transactions contemplated by this Agreement. The ground system of the AM Station is as specified in the current license or applicable construction permit for the AM Station (including with respect to the number, length and burial depth of radials). For the purposes of this Agreement, the term "knowledge", when used to refer to the --------- knowledge of Seller, shall mean the actual knowledge of any of the following individuals with respect to any matter with which such individual is charged with knowledge: Xxxxxxxx X. Xxxx, Chairman of the Board of Directors of Seller, Xxx Xxxxxxx, President of Seller and General Manager of the Stations, Xxxxxxx X. Xxxxxx, Secretary, Treasurer and General Counsel of Seller, Xxxxxxx Xxxxxxx, Chief Engineer of the Stations and Xxxxx Xxx, Xx. of Xxxx and Marks, Seller's FCC counsel.

Compliance with Applicable Laws; FCC Matters. (i) Except as -------------------------------------------- permitted or contemplated hereby, the operations of the Stations have been and now are being conducted in substantial compliance with each law, ordinance, regulation, judgment, decree, injunction, rule or order of the FCC or any other Governmental Entity binding on any Seller, the Stations or their respective properties or assets. No investigation or review by any Governmental Entity with respect to any Seller or the Stations any Station is pending or, to the Seller's Sellers' knowledge, is threatened. Without limiting the generality of the foregoing and with respect to the Stations, to Sellers' knowledge the Stations comply in all material respects with the Communications Act of 1934, as amended (the "Communications Act"), all rules, regulations and written policies of the FCC thereunder, all obligations with respect to equal opportunity under applicable law, and all rules and regulations of the FCC and the Federal Aviation Administration applicable to the towers used by the Stations (including all rules regulating hazards to air navigation, registration of radio towers, and exposure of humans to non-ionizing radio frequency radiation). In addition, Seller has Sellers have duly and timely filed, or caused to be filed, with the appropriate Governmental Entities all applications, reports, statements, fees, documents, registrations, filings or submissions with respect to the operations of the Stations and the ownership thereof, including, without limitation, applications for renewal of authority required by applicable law to be filed. All such filings complied in all material respects with applicable laws when made made, and no material deficiencies have been asserted with respect to any such filings. All the material required by 47 C.F.R. (S) 73.3526 to be kept in the public inspection files of the Stations is in such files. Except as disclosed on Schedule 6.1.5stated in the Seller Disclosure Letter, Seller has Sellers have no knowledge of any fact or circumstance relating to any Seller or the Stations Station arising from noncompliance with the Communications Act, or the rules, regulations or written policies of the FCC in effect on the date of this Agreement that could reasonably be expected to (a) disqualify Seller Sellers from assigning the Station Licenses to the Buyer or (b) prevent or delay the consummation by them of the transactions contemplated by this Agreement.

Compliance with Applicable Laws; FCC Matters. (ia) Except as -------------------------------------------- permitted or contemplated herebystated in the Seller Disclosure Letter, the operations of the Stations have been and now are being conducted Seller is in substantial compliance with each law, ordinance, regulation, judgment, decree, injunction, rule or order of the FCC or any other Governmental Entity binding on Seller, the Stations or their respective properties or assets. No investigation or review by any Governmental Entity with respect to Seller or the Stations is pending or, to the Seller's knowledge, is threatened. Without limiting the generality of the foregoing and with respect to the Stations, the Stations comply in all material respects with the Communications Act of 1934all federal, as amended (the "Communications Act")state, all and local laws, rules, regulations regulations, policies, and written policies ordinances applicable or relating to the Station Assets and the Stations, including those of the FCC thereunderFCC, all obligations with respect to equal opportunity under applicable law, and all rules and regulations of the FCC and the Federal Aviation Administration ("FAA") applicable to the towers used by the Stations (including all rules regulating hazards to air navigation, registration of radio towers, and exposure of humans to non-ionizing radio frequency radiationRF (as hereinafter defined)). In addition, Neither the ownership of or use of the Station Assets or the Station Licenses nor the conduct of the business of Seller has duly and timely filedconflicts in any material respect with the rights of any other person or entity, or caused to be filedwith any rule, with the appropriate regulation, or policy of any Governmental Entities Entity. To Seller's knowledge, all applicationsmaterial disclosures, returns, reports, statementsand statements that Seller or the Stations are required to file with the FCC or with any other Governmental Entity have been filed, feesand all reporting and record-keeping requirements of the FCC and other Governmental Entities having jurisdiction over Seller or the Stations have been complied with in all material respects during the current license terms. To Seller's knowledge, documentsall of such disclosures, registrationsreturns, filings or submissions reports, and statements were complete and correct in all material respects as filed. Seller has fully paid all annual FCC regulatory fees payable with respect to the operations of the Stations and the ownership thereofStation Licenses. To Seller's knowledge, including, without limitation, applications for renewal of authority required by applicable law to be filed. All all such filings complied in all material respects with applicable laws when made made, and to Seller's knowledge, no material deficiencies have been asserted with respect to any such filings. All the material required by 47 C.F.R. (S) 73.3526 to be kept in the public inspection files of the Stations is in such files. Except as disclosed on Schedule 6.1.5, Seller has no knowledge of any material fact or circumstance relating to Seller or the Stations arising from noncompliance with the Communications ActAct of 1934, as amended, or the rules, regulations or written policies of the FCC in effect on the date of this Agreement (the "Communications Act"), that could reasonably be expected to (ai) disqualify Seller from assigning the Station Licenses to the Buyer or (bii) prevent or delay the consummation by them the parties of the transactions contemplated by this Agreement.

Compliance with Applicable Laws; FCC Matters. (i) Except To -------------------------------------------- Sellers' knowledge, except as -------------------------------------------- permitted or contemplated herebyhereby or as disclosed in Sellers' Disclosure Letter, the operations of the Stations have been and now are being conducted in substantial compliance with each law, ordinance, regulation, judgment, decree, injunction, rule or order of the FCC or any other Governmental Entity binding on any Seller, the Stations or their respective properties or assets. No investigation or review by any Governmental Entity with respect to any Seller or the Stations any Station is pending or, to the Seller's Sellers' knowledge, is threatened. Without limiting the generality of the foregoing and with respect to the Stations, the Stations Stations, to Sellers' knowledge and except as disclosed in Sellers' Disclosure Letter, comply in all material respects with the Communications Act of 1934, as amended (the "Communications Act"), all rules, regulations and written policies of the FCC thereunder, all obligations with respect to equal opportunity under applicable law, and all rules and regulations of the FCC and the Federal Aviation Administration applicable to the towers used by the Stations (including all rules regulating hazards to air navigation, registration of radio towers, and exposure of humans to non-ionizing radio frequency radiation). In addition, Seller has Sellers have duly and timely filed, or caused to be filed, with the appropriate Governmental Entities all applications, reports, statements, fees, documents, registrations, filings or submissions with respect to the operations of the Stations and the ownership thereof, including, without limitation, applications for renewal of authority required by applicable law to be filed. All To Sellers' knowledge, all such filings complied in all material respects with applicable laws when made made, and no material deficiencies have been asserted with respect to any such filings. All The public inspection files of the material Stations required by 47 C.F.R. (S) 73.3526 to be kept in the public inspection files of the Stations is in such filesare substantially complete. Except as disclosed on Schedule 6.1.5in Sellers' Disclosure Letter, Seller has Sellers have no knowledge of any fact or circumstance relating to any Seller or the Stations arising from noncompliance with the Communications Act, or the rules, regulations or written policies of the FCC in effect on the date of this Agreement that could reasonably be expected to (a) disqualify Seller Sellers from assigning the Station Licenses to the Buyer or (b) prevent or delay the consummation by them of the transactions contemplated by this Agreement.;

Compliance with Applicable Laws; FCC Matters. (ia) Except as -------------------------------------------- permitted or contemplated hereby, the operations of the Stations Station have been and now are being conducted in substantial compliance in all material respects with the Station Licenses, each law, ordinance, regulation, judgment, decree, injunction, rule or order of the FCC or any other Governmental Entity binding on Seller, the Stations Station or their its respective properties or assets. No investigation or review by any Governmental Entity with respect to Seller or the Stations Station is pending or, to the Seller's knowledge, is threatened. Without limiting the generality of the foregoing and with respect to the Stationsforegoing, the Stations comply Seller has complied in all material respects with the Communications Act of 1934, as amended (the "Communications Act"), all rules, regulations and written policies of the FCC thereunder, all obligations with respect to equal opportunity under applicable law, and all rules and regulations of the FCC law and the Federal Aviation Administration FCC's policy on exposure to radio frequency radiation applicable to the towers used by Station. No renewal of any Station License would constitute a major environmental action under the Stations (including all rules regulating hazards of the FCC. Access to air navigation, registration the Station's transmission facilities are restricted in accordance with the policies of radio towers, and exposure of humans to non-ionizing radio frequency radiation)the FCC. In addition, Seller has duly and timely filed, or caused to be filed, with the appropriate Governmental Entities all applications, reports, statements, fees, documents, registrations, filings or submissions with respect to the operations of the Stations Station and the ownership thereof, including, without limitation, applications for renewal of authority required by applicable law to be filed. All such filings complied in all material respects with applicable laws when made and and, to the Seller's knowledge, no material deficiencies have been asserted with respect to any such filings. All of the material required by 47 C.F.R. (S) Section 73.3526 to be kept in the public inspection files of the Stations Station is in such files. Except as disclosed on Schedule 6.1.5, Seller has no knowledge of any fact or circumstance relating to Seller or the Stations Station arising from noncompliance with the Communications Act, or the rules, regulations or written policies of the FCC in effect on the date of this Agreement that could reasonably be expected to (ai) disqualify the Seller from assigning the Station Licenses to the Buyer or (bii) prevent or delay the consummation by them of the transactions contemplated by this Agreement.

Compliance with Applicable Laws; FCC Matters. (i) Except as -------------------------------------------- permitted or contemplated hereby, the operations of the Stations have been and now are being conducted in substantial compliance with each law, ordinance, regulation, judgment, decree, injunction, rule or order of the FCC or any other Governmental Entity binding on SellerSellers, the Stations or their respective properties or assetsassets to the extent failure to so comply could be reasonably expected to have a material adverse effect. No investigation or review by any Governmental Entity with respect to Seller Sellers or the Stations is pending or, to the Seller's knowledge, is threatened. Without limiting the generality of the foregoing and with respect to the Stations, the Stations comply in all material respects with the Communications Act of 1934, as amended (the "Communications Act"), all rules, regulations and written policies of the FCC thereunder, all obligations with respect to equal opportunity under applicable law, and all rules and regulations of the FCC and the Federal Aviation Administration applicable to the towers used by the Stations (including all rules regulating hazards to air navigation, registration of radio towers, and exposure of humans to non-ionizing radio frequency radiation). In addition, Seller has the Stations have duly and timely filed, or caused to be filed, with the appropriate Governmental Entities all applications, reports, statements, fees, documents, registrations, filings or submissions with respect to the operations of the Stations and the ownership thereof, including, without limitation, applications for renewal of authority required by applicable law to be filed. All such filings complied in all material respects with applicable laws when made and no material deficiencies have been asserted with respect to any such filings. All the material required by 47 C.F.R. (S) 73.3526 to be kept in the public inspection files of the Stations is in such files. Except as disclosed on Schedule 6.1.5, Seller has Sellers have no knowledge of any fact or circumstance relating to Seller Sellers or the Stations arising from noncompliance with the Communications Act, or the rules, regulations or written policies of the FCC in effect on the date of this Agreement that could reasonably be expected to (a) disqualify Seller the Sellers from assigning the Station Stations Licenses to the Buyer or (b) prevent or delay the consummation by them of the transactions contemplated by this Agreement.

Compliance with Applicable Laws; FCC Matters. (ia) Except To Seller's knowledge, except as -------------------------------------------- permitted or contemplated hereby, the business and operations of the Stations have been been, and now are being being, conducted in substantial compliance in all material respects with the Station Licenses, with each law, ordinance, regulation, judgment, decree, injunction, rule or order of the FCC or any other Governmental Entity binding on Seller, the Stations or their respective properties or assets. No investigation or review by any Governmental Entity with respect to Seller or the Stations is pending or, to the Seller's knowledge, is threatened. Without limiting the generality of the foregoing and with respect to the Stations, the Stations comply in all material respects with the Communications Act of 1934, as amended (the "Communications Act"), all rules, regulations and written policies of the FCC thereunder, all obligations with respect to equal opportunity under applicable law, and all rules and regulations of the FCC and the Federal Aviation Administration applicable to the towers used by the Stations (including all rules regulating hazards to air navigation, registration of radio towers, and exposure of humans to non-ionizing radio frequency radiation). In addition, Seller has duly and timely filed, or caused to be filed, with the appropriate Governmental Entities all applications, reports, statements, fees, documents, registrations, filings or submissions with respect to the business or operations of the Stations and the ownership thereof, including, without limitation, applications for renewal of authority required to be filed by applicable law to be filedlaw. All such filings complied in all material respects with applicable laws when made made, and no material deficiencies have been asserted with respect to any such filings. All the material required by 47 C.F.R. (S) 73.3526 to be kept in the public inspection files of the Stations is in such files. Except as disclosed on Schedule 6.1.5stated in Seller's Disclosure Letter, Seller has no knowledge of any material fact or circumstance relating to Seller or the Stations arising from noncompliance with the Communications Act, or the rules, regulations or written policies of the FCC in effect on the date of this Agreement that could reasonably be expected to (ai) disqualify Seller from assigning the Station Licenses to the Buyer or (bii) prevent or delay the consummation by them the parties of the transactions contemplated by this Agreement.

Compliance with Applicable Laws; FCC Matters. (ia) Except as -------------------------------------------- permitted or contemplated hereby, the operations of the Stations Companies, including, without limitation, the operation of the Station have been and now are being conducted in substantial compliance compliance, in all material respects, with the Station Licenses, each law, ordinance, regulation, judgment, decree, injunction, rule or order of the FCC or any other Governmental Entity binding on Seller, the Stations Companies or their its respective properties or assets. No investigation or review by any Governmental Entity with respect to Seller or the Stations Companies is pending or, to the Seller's or the Companies' knowledge, is threatened. Without limiting the generality of the foregoing foregoing, each of Seller and with respect to the Stations, the Stations comply Companies has complied in all material respects with the Communications Act of 1934, as amended (the "Communications Act"), all rules, regulations and written policies of the FCC thereunder, all obligations with respect to equal opportunity under applicable law, and all rules and regulations of the FCC and the Federal Aviation Administration FCC's policy on exposure to radio frequency radiation applicable to the towers used by Station. No renewal of any Station Licenses would constitute a major environmental action under the Stations (including all rules regulating hazards of the FCC. Access to air navigation, registration the Station's transmission facilities are restricted in accordance with the policies of radio towers, and exposure of humans to non-ionizing radio frequency radiation)the FCC. In addition, each of Seller and the Companies has duly and timely filed, or caused to be filed, with the appropriate Governmental Entities all applications, reports, statements, fees, documents, registrations, filings or submissions with respect to the operations of the Stations Companies, including, without limitation, the operation of the Station and the ownership thereof, including, without limitation, applications for renewal of authority required by applicable law to be filed. All such filings complied in all material respects with applicable laws when made and to the Seller's or the Companies' knowledge, no material deficiencies have been asserted with respect to any such filings. All of the material required by 47 C.F.R. (S) Section 73.3526 to be kept in the public inspection files of the Stations Station is in such files. Except as disclosed on Schedule 6.1.53.1.8, neither Seller nor either of the Companies has no knowledge of any fact or circumstance relating to Seller the Companies or the Stations Station arising from noncompliance with the Communications Act, or the rules, regulations or written policies of the FCC in effect on the date of this Agreement that could reasonably be expected to (ai) disqualify Seller from assigning the Station Licenses Shares to the Buyer or (bii) prevent or delay the consummation by them Seller and Buyer of the transactions contemplated by this Agreement.

Compliance with Applicable Laws; FCC Matters. (ia) Except as -------------------------------------------- permitted or contemplated hereby, the operations of the Stations Companies, including, without limitation, the operation of the Station have been and now are being conducted in substantial compliance compliance, in all material respects, with the Station Licenses, each law, ordinance, regulation, judgment, decree, injunction, rule or order of the FCC or any other Governmental Entity binding on Seller, the Stations Companies or their its respective properties or assets. No investigation or review by any Governmental Entity with respect to Seller or the Stations Companies is pending or, to the Seller's or the Companies' knowledge, is threatened. Without limiting the generality of the foregoing foregoing, each of Seller and with respect to the Stations, the Stations comply Companies has complied in all material respects with the Communications Act of 1934, as amended (the "Communications Act"), all rules, regulations and written policies of the FCC thereunder, all obligations with respect to equal opportunity under applicable law, and all rules and regulations of the FCC and the Federal Aviation Administration FCC's policy on exposure to radio frequency radiation applicable to the towers used by Station. No renewal of any Station Licenses would constitute a major environmental action under the Stations (including all rules regulating hazards of the FCC. Access to air navigation, registration the Station's transmission facilities are restricted in accordance with the policies of radio towers, and exposure of humans to non-ionizing radio frequency radiation)the FCC. In addition, each of Seller and the Companies has duly and timely filed, or caused to be filed, with the appropriate Governmental Entities all applications, reports, statements, fees, documents, registrations, filings or submissions with respect to the operations of the Stations Companies, including, without limitation, the operation of the Station and the ownership thereof, including, without limitation, applications for renewal of authority required by applicable law to be filed. All such filings complied in all material respects with applicable laws when made and to the Seller's or the Companies' knowledge, no material deficiencies have been asserted with respect to any such filings. All of the material required by 47 C.F.R. (S) ss. 73.3526 to be kept in the public inspection files of the Stations Station is in such files. Except as disclosed on Schedule 6.1.53.1.8, neither Seller nor either of the Companies has no knowledge of any fact or circumstance relating to Seller the Companies or the Stations Station arising from noncompliance with the Communications Act, or the rules, regulations or written policies of the FCC in effect on the date of this Agreement that could reasonably be expected to (ai) disqualify Seller from assigning the Station Licenses Shares to the Buyer or (bii) prevent or delay the consummation by them Seller and Buyer of the transactions contemplated by this Agreement.

Compliance with Applicable Laws; FCC Matters. (i) Except as -------------------------------------------- permitted or contemplated hereby, the operations any operation of the Stations have been and now are being Station will be conducted in substantial compliance with each law, ordinance, regulation, judgment, decree, injunction, rule or order of the FCC or any other Governmental Entity binding on Seller, the Stations Station or their respective properties or assetsassets to the extent failure to so comply could be reasonably expected to have a material adverse effect. No investigation or review by any Governmental Entity with respect to Seller or the Stations Station is pending or, to the Seller's knowledge, is threatened. Without limiting the generality of the foregoing and with respect to the StationsStation, the Stations comply Station complies in all material respects with the Communications Act of 1934, as amended (the "Communications Act"), all applicable rules, regulations and written policies of the FCC thereunder, all obligations with respect to equal opportunity under applicable law, and all rules and regulations of the FCC and the Federal Aviation Administration applicable to the any towers used by the Stations Station (including all rules regulating hazards to air navigation, registration of radio towers, and exposure of humans to non-ionizing radio frequency radiation). In addition, Seller the Station has duly and timely filed, or caused to be filed, with the appropriate Governmental Entities all applications, reports, statements, fees, documents, registrations, filings or submissions with respect to the operations any operation of the Stations Station and the ownership thereof, including, without limitation, applications for renewal of authority required by applicable law to be filed. All such filings complied in all material respects with applicable laws when made and no material deficiencies have been asserted with respect to any such filings. All the material required by 47 C.F.R. (S) 73.3526 to be kept in the public inspection files of the Stations Station is in such files. Except as disclosed on Schedule 6.1.5, Seller has no knowledge of any fact or circumstance relating to Seller or the Stations Station arising from noncompliance with the Communications Act, or the rules, regulations or written policies of the FCC in effect on the date of this Agreement that could reasonably be expected to (a) disqualify the Seller from assigning the Station Licenses to the Buyer or (b) prevent or delay the consummation by them of the transactions contemplated by this AgreementBuyer.

Compliance with Applicable Laws; FCC Matters. (i) Except To Seller's -------------------------------------------- knowledge and except as -------------------------------------------- set forth in Schedule 6.1.5 hereto or as permitted or contemplated hereby, the operations of the Stations have been and now are being conducted in substantial compliance with each law, ordinance, regulation, judgment, decree, injunction, rule or order of the FCC or any other Governmental Entity binding on Seller, the Stations or their respective properties or assets. No investigation or review by any Governmental Entity with respect to Seller or the Stations is pending or, to the Seller's knowledge, is threatened. Without limiting the generality of the foregoing and with respect to the Stations, to Seller's knowledge, the Stations comply in all material respects with the Communications Act of 1934, as amended (the "Communications Act"), all rules, regulations and written policies of the FCC thereunder, all obligations with respect to equal opportunity under applicable law, and all rules and regulations of the FCC and the Federal Aviation Administration applicable to the towers used by the Stations (including all rules regulating hazards to air navigation, registration of radio towers, and exposure of humans to non-ionizing radio frequency radiation)FCC. In addition, Seller has duly and timely filed, or caused to be filed, with the appropriate Governmental Entities all applications, reports, statements, fees, documents, registrations, filings or submissions with respect to the operations of the Stations and the ownership thereof, including, without limitation, applications for renewal of authority required by applicable law to be filed. All To Seller's knowledge, all such filings complied in all material respects with applicable laws when made and no material deficiencies have been asserted with respect to any such filings. All To Seller's knowledge, all the material required by 47 C.F.R. (S) 73.3526 to be kept in the public inspection files of the Stations is in such files. Except as disclosed on Schedule 6.1.5, Seller has no knowledge of any fact or circumstance relating to Seller or the Stations arising from noncompliance with the Communications Act, or the rules, regulations or written policies of the FCC in effect on the date of this Agreement that could reasonably be expected to (a) disqualify Seller from assigning the Station Licenses to the Buyer or (b) prevent or delay the consummation by them of the transactions contemplated by this Agreement.

Compliance with Applicable Laws; FCC Matters. (ia) Except as -------------------------------------------- permitted or contemplated hereby, the operations of the Stations Companies, including, without limitation, the operation of the Station have been and now are being conducted in substantial compliance compliance, in all material respects, with the Station Licenses, each law, ordinance, regulation, judgment, decree, injunction, rule or order of the FCC or any other Governmental Entity binding on Seller, the Stations Companies or their its respective properties or assets. No investigation or review by any Governmental Entity with respect to Seller or the Stations Companies is pending or, to the Seller's or the Companies' knowledge, is threatened. Without limiting the generality of the foregoing foregoing, each of Seller and with respect to the Stations, the Stations comply Companies has complied in all material respects with the Communications Act of 1934, as amended (the "Communications Act"), all rules, regulations and written policies of the FCC thereunder, all obligations with respect to equal opportunity under applicable law, and all rules and regulations of the FCC and the Federal Aviation Administration FCC's policy on exposure to radio frequency radiation applicable to the towers used by Station. No renewal of any Station Licenses would constitute a major environmental action under the Stations (including all rules regulating hazards of the FCC. Access to air navigation, registration the Station's transmission facilities are restricted in accordance with the policies of radio towers, and exposure of humans to non-ionizing radio frequency radiation)the FCC. In addition, each of Seller and the Companies has duly and timely filed, or caused to be filed, with the appropriate Governmental Entities all applications, reports, statements, fees, documents, registrations, filings or submissions with respect to the operations of the Stations Companies, including, without limitation, the operation of the Station and the ownership thereof, including, without limitation, applications for renewal of authority required by applicable law to be filed. All such filings complied in all material respects with applicable laws when made and to the Seller's or the Companies' knowledge, no material deficiencies have been asserted with respect to any such filings. All of the material required by 47 C.F.R. (S) ss. 73.3526 to be kept in the public inspection files of the Stations Station is in such files. Except as disclosed on Schedule 6.1.5SCHEDULE 3.1.8, neither Seller nor either of the Companies has no knowledge of any fact or circumstance relating to Seller the Companies or the Stations Station arising from noncompliance with the Communications Act, or the rules, regulations or written policies of the FCC in effect on the date of this Agreement that could reasonably be expected to (ai) disqualify Seller from assigning the Station Licenses Shares to the Buyer or (bii) prevent or delay the consummation by them Seller and Buyer of the transactions contemplated by this Agreement.