Compliance with Governmental Authorizations and Applicable Law. (a) Section 3.7(a) of the Disclosure Schedule contains a description of:
Compliance with Governmental Authorizations and Applicable Law. (a) To Diablo's knowledge, Section 3.7(a) of the Diablo Disclosure Schedule contains a true, complete and accurate description of each Governmental Authorization required under Applicable Laws (i) to own and operate the Diablo Business, as currently conducted or proposed to be conducted on or prior to the Closing Date, all of which are in full force and effect or (ii) that is necessary to permit Diablo to execute and deliver this Agreement and to perform its obligations hereunder. To Diablo's knowledge, except as otherwise set forth in Section 3.7(a) of the Diablo Disclosure Schedule, Diablo has obtained all Governmental Authorizations which are necessary for the ownership or operation of the Diablo Assets or the conduct of the Diablo Business as now conducted and which, if not obtained and maintained, would, individually or in the aggregate, have any material adverse effect on Diablo. None of the Governmental Authorizations listed in Section 3.7(a) of the Diablo Disclosure Schedule is subject to any restriction or condition which would limit in any material respect the ownership or operations of the Diablo Assets or the conduct of the Diablo Business as currently conducted, except for restrictions and conditions generally applicable to Governmental Authorizations of such type. The Governmental Authorizations listed in Section 3.7(a) of the Diablo Disclosure Schedule are valid and in good standing, are in full force and effect and are not impaired in any material respect by any act or omission of Diablo or its officers, directors, employees or agents, and the ownership or operation of the Diablo Assets or the conduct of the Diablo Business are in accordance in all material respects with the Governmental Authorizations. To Diablo's knowledge, all material reports, forms and statements required to be filed by Diablo with all Authorities with respect to the Diablo Business have been filed and are true, complete and accurate in all material respects. No such Governmental Authorization is the subject of any pending or, to Diablo's knowledge, threatened challenge or proceeding to revoke or terminate any such Governmental Authorization. Diablo has no reason to believe that any such Governmental Authorization would not be renewed in the name of Diablo by the granting Authority in the ordinary course.
Compliance with Governmental Authorizations and Applicable Law. (a) Section 4.6(a) of the Gearon Disclosure Schedule contains a true, complete and accurate description of each Governmental Authorization required under Applicable Law (i) to own and operate the Gearon Assets and conduct the Gearon Business, as currently conducted or proposed to be conducted on or prior to the Closing Date, all of which are in full force and effect or (ii) that is necessary to permit Gearon to execute and deliver this Agreement and to perform its obligations hereunder. Gearon has obtained all Governmental Authorizations which are necessary for the ownership or operation of the Gearon Assets or the conduct of the Gearon Business as now conducted and which, if not obtained and maintained, would, individually or in the aggregate, have any material adverse effect on Gearon. None of the Governmental Authorizations listed in Section 4.6(a) of the Gearon Disclosure Schedule is subject to any restriction or condition which would limit in any material respect the ownership or operations of the Gearon Assets or the conduct of the Gearon Business as currently conducted, except for restrictions and conditions generally applicable to Governmental Authorizations of such type. The Governmental Authorizations listed in Section 4.6(a) of the Gearon Disclosure Schedule are valid and in good standing, are in full force and effect and are not impaired in any material respect by any act or omission of Gearon or its officers, directors, employees or agents, and the ownership or operation of the Gearon Assets or the conduct of the Gearon Business are in accordance in all material respects with the Governmental Authorizations. All material reports, forms and statements required to be filed by Gearon with all Authorities with respect to the Gearon Business have been filed and are true, complete and accurate in all material respects. No such Governmental Authorization is the subject of any pending or, to Gearon's knowledge, threatened challenge or proceeding to revoke or terminate any such Governmental Authorization. Gearon has no reason to believe that any such Governmental Authorization would not be renewed in the name of Gearon by the granting Authority in the ordinary course.
Compliance with Governmental Authorizations and Applicable Law. (a) ATS has obtained all Governmental Authorizations (collectively, the "ATS Governmental Authorizations") which are necessary for the ownership or operation of the ATS Assets or the conduct of the ATS Business as now conducted and which, if not obtained and maintained, would, individually or in the aggregate, have any Material Adverse Effect on ATS. None of the ATS Governmental Authorizations is subject to any restriction or condition which would limit in a material respect the ownership or operations of the ATS Assets or the conduct of the ATS Business as currently conducted, except for restrictions and conditions generally applicable to ATS Governmental Authorizations of such type. The ATS Governmental Authorizations are valid and in good standing, are in full force and effect and are not impaired by any act or omission of ATS or its officers, directors, employees or agents, and the ownership or operation of the ATS Assets or the conduct of the ATS Business are in accordance with the ATS Governmental Authorizations, except for such exceptions to the foregoing as, individually or in the aggregate, have not had and will not have any Material Adverse Effect on ATS. All material reports, forms and statements required to be filed by ATS with all Authorities with respect to the ATS Business have been filed and are true, complete and accurate in all material respects. No ATS Governmental Authorization is the subject of any pending or, to ATS' knowledge, threatened challenge or proceeding to revoke or terminate any ATS Governmental Authorization which, if revoked or terminated, would have a Material Adverse Effect on ATS.
Compliance with Governmental Authorizations and Applicable Law. (a) Section 3.7(a) of the Evergreen Disclosure Schedule contains a description of:
Compliance with Governmental Authorizations and Applicable Law. (a) Section 4.7(a) of the EZ Disclosure Schedule contains a description of:
Compliance with Governmental Authorizations and Applicable Law. (a) Section 4.7(a) of the American Disclosure Schedule contains a description of:
Compliance with Governmental Authorizations and Applicable Law. Litigation. Except as disclosed in any report or other document filed by Mergeparty with the SEC prior to the date of the Original Merger Agreement or in Section 5.2 of the Mergeparty Disclosure Schedule, there are no Legal Actions pending or, to the knowledge of Mergeparty, threatened against Mergeparty or any of its Subsidiaries, except for Legal Actions that, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect on Mergeparty or prevent or materially burden or materially impair the ability of Mergeparty to consummate the transactions contemplated by this Agreement. Except as set forth in Section 5.2 of the Mergeparty Disclosure Schedule, there are not facts relating to Mergeparty (or any Affiliate thereof) under the FCA that would disqualify it (or any Affiliate or assignee) from obtaining control of the American FCC Licenses or that would prevent it (or any Affiliate or assignee) from consummating the transactions contemplated by this Agreement or, to Mergeparty's knowledge, materially delay the grant of the FCC Consents. Except as may be set forth in Section 5.2 of the Mergeparty Disclosure Schedule, it is not necessary for Mergeparty or any of its Subsidiaries or other Affiliates (or assigns) to (a) seek or obtain any waiver from the FCC, (b) dispose of any interest in any media or communications property or interest (including without limitation any of the American Stations or the American Brokered Stations), (c) terminate any venture or arrangement, or (d) effectuate any change or restructuring of ownership (including without limitation the removal or withdrawal of officers or directors or the conversion or repurchase of equity securities in Mergeparty or any Affiliate) to obtain, or to avoid any delay in obtaining, the FCC Consents. Mergeparty is able to certify on an FCC Form 315 that it is financially qualified.
Compliance with Governmental Authorizations and Applicable Law. (a) Section 3.10(a) of the Company Disclosure Schedule contains a description of:
Compliance with Governmental Authorizations and Applicable Law. Section 2.9 of the Disclosure Schedule contains a brief description of all Legal Actions which are pending or in which Company or any of its Subsidiaries or any of its business, operations or properties, or any of its officers or directors in connection therewith, is, engaged, or which involves the business, operations or properties of Company or any of its Subsidiaries, or, to Company's knowledge, which is threatened against Company or any of its Subsidiaries or any of their business, operations or properties, or any of their officers or directors in connection therewith.
