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

Compliance with Applicable Laws; Regulatory Matters. The Company and its Subsidiaries hold all permits, licenses, certificates, franchises, registrations, variances, exemptions, orders and approvals of all Governmental Entities which are necessary or advisable to the operation of their businesses, other than those which, individually or in the aggregate, the failure to hold could not reasonably be expected to have a Material Adverse Effect on the Company (the "Company Permits"). All such Company Permits are valid and in full force and effect, and no suspension or cancellation of any such Company Permit is pending or, to the knowledge of the Company, threatened, except as could not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect on the Company. The business of the Company and its Subsidiaries (including, without limitation, operation of each Company Benefit Plan) are not being and have not been conducted in violation of any law, ordinance, regulation, judgment, decree, injunction, rule or order of any Governmental Entity ("Law") except for violations that individually or in the aggregate (1) would not result in a material penalty or fine, (2) would not constitute a material criminal violation, (3) would not result in cognizable damage to the business reputation of the Company or the Parent, and (4) which, individually or in the aggregate, could not otherwise reasonably be expected to have a Material Adverse Effect on the Company. As of the date of this Agreement, no investigation by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, to the knowledge of the Company, threatened, other than investigations which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on the Company.

Compliance with Applicable Laws; Regulatory Matters. The Company and its Material Subsidiaries hold all permits, licenses, certificates, franchises, registrations, variances, exemptions, orders and approvals of all Governmental Entities which are necessary or advisable material to the operation of their businesses, other than those whichtaken as a whole (the "COMPANY PERMITS"). The Company and its Material Subsidiaries are in compliance with the terms of the Company Permits, except where the failure so to comply, individually or in the aggregate, the failure to hold could not reasonably be expected to have a Material Adverse Effect on the Company. Except as disclosed in the Company (SEC Reports filed with the "Company Permits"). All such Company Permits are valid and in full force and effect, and no suspension or cancellation of any such Company Permit is pending or, SEC prior to the knowledge of date hereof, the Company, threatened, except as could not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect on the Company. The business businesses of the Company and its Material Subsidiaries (including, without limitation, operation of each Company Benefit Plan) are not being and have not been conducted in violation of any law, ordinance, regulation, judgment, decree, injunction, rule or order of any Governmental Entity ("Law") Entity, except for violations that individually or in the aggregate (1) would not result in a material penalty or fine, (2) would not constitute a material criminal violation, (3) would not result in cognizable damage to the business reputation of the Company or the Parent, and (4) which, individually or in the aggregate, which could not otherwise reasonably be expected to have a Material Adverse Effect on the Company. As of the date of this Agreement, no investigation by any Governmental Entity with respect to the Company or any of its Subsidiaries Material Subsidiary is pending or, to the knowledge of the Company, threatened, other than investigations which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on the Company.

Compliance with Applicable Laws; Regulatory Matters. The Company and its Material Subsidiaries hold in full force and effect all permits, licenses, certificates, franchises, registrations, variances, exemptions, orders and approvals of all Governmental Entities Entities, except for those which are necessary or advisable to the operation of their businesses, other than those which, individually or in the aggregate, the failure to hold could would not reasonably be expected to have a Material Adverse Effect upon the Company (the "COMPANY PERMITS"). The Company and its Material Subsidiaries are in compliance with the terms of the Company Permits, except where the failure to comply would not reasonably be expected to have a Material Adverse Effect on the Company (the "Company Permits")Company. All such Other than any Company Permits which are valid and ministerial in full force and effect, and no suspension nature or cancellation the absence of any such Company Permit is pending or, to the knowledge of the Company, threatened, except as could not reasonably be expected towhich, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect on the Company, no Company Permits will be required, as a result of the Merger or the other transactions contemplated hereby, to be issued, re-issued or transferred in order to permit the Company following the Merger to continue to operate its business. The business businesses of the Company and its Material Subsidiaries (including, without limitation, operation of each Company Benefit Plan) are not being and have not been conducted in violation of any law, ordinance, regulation, judgment, decree, injunction, rule or order of any Governmental Entity ("Law") Entity, except for violations that individually or in the aggregate (1) which would not result in a material penalty or fine, (2) would not constitute a material criminal violation, (3) would not result in cognizable damage to the business reputation of the Company or the Parent, and (4) which, individually or in the aggregate, could not otherwise reasonably be expected to have a Material Adverse Effect on the Company. As of the date of this Agreement, no investigation by any Governmental Entity with respect to the Company or any of its Subsidiaries Material Subsidiary is pending or, to the knowledge of the Company, threatened, other than investigations which, individually or in the aggregate, could which would not reasonably be expected to have a Material Adverse Effect on the Company.

Compliance with Applicable Laws; Regulatory Matters. The Company and each of its Subsidiaries hold holds all permits, licenses, certificates, franchises, registrations, variances, exemptions, orders and approvals of all Governmental Entities which are necessary or advisable to the operation of their businesses, other than those which, the failure to so hold individually or in the aggregate, the failure to hold could aggregate is not reasonably be expected likely to have a Material Adverse Effect on the Company (the "Company Permits"). All such The Company Permits and each of its Subsidiaries have performed its respective obligations under and are valid and in full force and effect, and no suspension or cancellation of any such Company Permit is pending or, to compliance with the knowledge terms of the Company, threatenedCompany Permits, except as could not reasonably be expected towhere the failure to so comply or perform, individually or in the aggregate, is not reasonably likely to have a Material Adverse Effect on the Company. No event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a breach or default under the Company Permits or, after notice or lapse of time or both, would permit revocation or termination of the Company Permits, except where such event, condition or state of state of facts, individually or in the aggregate, is not reasonably likely to have a Material Adverse Effect on the Company. The business businesses of the Company and its Subsidiaries (including, without limitation, operation of each Company Benefit Plan) are not being and have not been conducted in violation of any law, ordinance, regulation, judgment, decree, injunction, rule or order of any Governmental Entity ("Law") Entity, except for violations that individually or in the aggregate (1) would which are not result in a material penalty or fine, (2) would not constitute a material criminal violation, (3) would not result in cognizable damage to the business reputation of the Company or the Parent, and (4) which, individually or in the aggregate, could not otherwise reasonably be expected likely to have a Material Adverse Effect on the Company. As of the date of this Agreement, no lawsuit, claim, suit, proceeding or investigation by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, to the best knowledge of the Company, threatened, other than lawsuits, claims, suits, proceedings or investigations which, individually or in the aggregate, could are not reasonably be expected likely to have a Material Adverse Effect on the Company. This provision shall not apply to environmental matters, which are the subject of Section 3.1(q).

Compliance with Applicable Laws; Regulatory Matters. The Company and its Subsidiaries hold all permits, licenses, certificates, franchises, registrations, consents, variances, exemptions, orders and approvals of all Governmental Entities which are (other than the FCC Licenses) (the "COMPANY PERMITS") necessary or advisable to for the operation conduct by the Company and its Subsidiaries of their businessesrespective operations as now being conducted, other than except for those which, as to which the failure to so hold such Company Permits individually or in the aggregate, the failure to hold could aggregate would not be reasonably be expected to have a Material Adverse Effect on the Company. Except as set forth in Section 2.1(f) of the Company (Disclosure Schedule, the "Company and its Subsidiaries are in compliance with the terms of the Company Permits"). All such Company Permits are valid and in full force and effect, and no suspension or cancellation of any such Company Permit is pending or, to the knowledge of the Company, threatened, except as could not reasonably be expected to, where the failure so to comply individually or in the aggregate, aggregate would not be reasonably expected to have a Material Adverse Effect on the Company. The business Except as set forth in Section 2.1(f) of the Company Disclosure Schedule, the businesses of the Company and its Subsidiaries (including, without limitation, operation of each Company Benefit Plan) are not being and have not been conducted in violation of any law, ordinance, regulation, judgment, decree, injunction, rule or order of any Governmental Entity ("Law") Entity, except for violations that which individually or in the aggregate (1) would not result in a material penalty or fine, (2) would not constitute a material criminal violation, (3) would not result in cognizable damage to the business reputation of the Company or the Parent, and (4) which, individually or in the aggregate, could not otherwise be reasonably be expected to have a Material Adverse Effect on the Company. As Except as set forth in Section 2.1(f) of the Company Disclosure Schedule, as of the date of this Agreement, no investigation by any Governmental Entity with respect to the Company or any of its Subsidiaries Subsidiary is pending or, to the knowledge of the Company, threatened, other than investigations which, which individually or in the aggregate, could aggregate would not be reasonably be expected to have a Material Adverse Effect on the Company.

Compliance with Applicable Laws; Regulatory Matters. The --------------------------------------------------- Company and its Subsidiaries hold all permits, licenses, certificates, franchises, registrations, consents, variances, exemptions, orders and approvals of all Governmental Entities which are (other than the FCC Licenses) (the "Company ------- Permits") necessary or advisable to for the operation conduct by the Company and its Subsidiaries of their businesses------- respective operations as now being conducted, other than except for those which, as to which the failure to so hold such Company Permits individually or in the aggregate, the failure to hold could aggregate would not be reasonably be expected to have a Material Adverse Effect on the Company. Except as set forth in Section 2.1(f) of the Company (Disclosure Schedule, the "Company and its Subsidiaries are in compliance with the terms of the Company Permits"). All such Company Permits are valid and in full force and effect, and no suspension or cancellation of any such Company Permit is pending or, to the knowledge of the Company, threatened, except as could not reasonably be expected to, where the failure so to comply individually or in the aggregate, aggregate would not be reasonably expected to have a Material Adverse Effect on the Company. The business Except as set forth in Section 2.1(f) of the Company Disclosure Schedule, the businesses of the Company and its Subsidiaries (including, without limitation, operation of each Company Benefit Plan) are not being and have not been conducted in violation of any law, ordinance, regulation, judgment, decree, injunction, rule or order of any Governmental Entity ("Law") Entity, except for violations that which individually or in the aggregate (1) would not result in a material penalty or fine, (2) would not constitute a material criminal violation, (3) would not result in cognizable damage to the business reputation of the Company or the Parent, and (4) which, individually or in the aggregate, could not otherwise be reasonably be expected to have a Material Adverse Effect on the Company. As Except as set forth in Section 2.1(f) of the Company Disclosure Schedule, as of the date of this Agreement, no investigation by any Governmental Entity with respect to the Company or any of its Subsidiaries Subsidiary is pending or, to the knowledge of the Company, threatened, other than investigations which, which individually or in the aggregate, could aggregate would not be reasonably be expected to have a Material Adverse Effect on the Company.

Compliance with Applicable Laws; Regulatory Matters. The Company and its Subsidiaries --------------------------------------------------- the Company Subs hold all permits, licenses, certificates, franchises, registrations, variances, exemptions, orders and approvals of all Governmental Entities which are necessary or advisable material to the operation of their businesses, other than those whichtaken as a whole (the "Company Permits"). The Company and the Company Subs are in --------------- compliance with the terms of the Company Permits, except where the failure so to comply, individually or in the aggregate, the failure to hold could not reasonably be expected to have a Material Adverse Effect on the Company (the "Company Permits")Company. All such Company Permits are valid and in full force and effect, and no suspension or cancellation of any such Company Permit is pending or, to the knowledge of the Company, threatened, except Except as could not reasonably be expected to, individually or disclosed in the aggregateCompany SEC Reports, have a Material Adverse Effect on the Company. The business businesses of the Company and its Subsidiaries (including, without limitation, operation of each the Company Benefit Plan) Subs are not being and have not been conducted in violation of any law, ordinance, regulation, judgment, decree, injunction, rule or order of any Governmental Entity ("Law") Entity, except for violations that individually or in the aggregate (1) would not result in a material penalty or fine, (2) would not constitute a material criminal violation, (3) would not result in cognizable damage to the business reputation of the Company or the Parent, and (4) which, individually or in the aggregate, could not otherwise reasonably be expected to have a Material Adverse Effect on the Company. As of the date of this Agreement, no investigation by any Governmental Entity with respect to the Company or any of its Subsidiaries the Company Subs is pending or, to the knowledge of the Company, threatened, other than investigations which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on the Company.

Compliance with Applicable Laws; Regulatory Matters. The Company and each of its Subsidiaries hold holds all permits, licenses, certificates, franchises, registrations, variances, exemptions, orders and approvals of all Governmental Entities which are necessary or advisable to the operation of their businesses, other than those which, the failure to so hold individually or in the aggregate, the failure to hold could aggregate is not reasonably be expected likely to have a Material Adverse Effect on the Company (the "“Company Permits"”). All such The Company Permits and each of its Subsidiaries have performed its respective obligations under and are valid and in full force and effect, and no suspension or cancellation of any such Company Permit is pending or, to compliance with the knowledge terms of the Company, threatenedCompany Permits, except as could not reasonably be expected towhere the failure to so comply or perform, individually or in the aggregate, is not reasonably likely to have a Material Adverse Effect on the Company. No event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a breach or default under the Company Permits or, after notice or lapse of time or both, would permit revocation or termination of the Company Permits, except where such event, condition or state of state of facts, individually or in the aggregate, is not reasonably likely to have a Material Adverse Effect on the Company. The business businesses of the Company and its Subsidiaries (including, without limitation, operation of each Company Benefit Plan) are not being and have not been conducted in violation of any law, ordinance, regulation, judgment, decree, injunction, rule or order of any Governmental Entity ("Law") Entity, except for violations that individually or in the aggregate (1) would which are not result in a material penalty or fine, (2) would not constitute a material criminal violation, (3) would not result in cognizable damage to the business reputation of the Company or the Parent, and (4) which, individually or in the aggregate, could not otherwise reasonably be expected likely to have a Material Adverse Effect on the Company. As of the date of this Agreement, no lawsuit, claim, suit, proceeding or investigation by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, to the best knowledge of the Company, threatened, other than lawsuits, claims, suits, proceedings or investigations which, individually or in the aggregate, could are not reasonably be expected likely to have a Material Adverse Effect on the Company. This provision shall not apply to environmental matters, which are the subject of Section 3.1(q).