Compliance with Governmental Authorizations and Applicable Law Sample Clauses

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. (b) Except as otherwise specifically described in Section 3.7(b) of the Diablo Disclosure Schedule, neither Diablo nor any director or officer thereof (in connection ...

Compliance with Governmental Authorizations and Applicable Law. (a) Section 3.7(a) of the Disclosure Letter contains a description of: (i) all Legal Actions which are pending or, other than those finally adjudicated or settled on or before December 31, 1997, in which the Company or any of its Subsidiaries, or any of its officers or directors, is, or at any time during the last three calendar years ending on December 31, 1997 has been, engaged, or which involves, or at any time during such period involved, the business, operations or properties of the Company or any of its Subsidiaries or, to the Company's knowledge, which is threatened or contemplated against, or in any other manner relating Adversely to, the Company or any of its Subsidiaries or the business, operations or properties, or the officers or directors, or any of them in connection therewith; and (ii) each Governmental Authorization to which the Company or any Subsidiary is subject and which relates to the business, operations, properties, prospects, condition (financial or other), or results of operations of the Company or the Company and its Subsidiaries taken as a whole, all of which are in full force and effect. (b) Each of the Company and each of its Subsidiaries has obtained all Governmental Authorizations which are necessary for the ownership or uses of its properties and the conduct of its business as now conducted or as presently proposed to be conducted by the Company or which, if not obtained and maintained, could singly or in the aggregate, have any Adverse Effect on the Company or the Company and its Subsidiaries taken as a whole. No Governmental Authorization is the subject of any pending or, to the Company's knowledge, threatened attack, revocation or termination. Neither the Company nor any Subsidiary nor any officer or director (in connection with the business, operations and properties of the Company or any Subsidiary) is or at any time since January 1, 1993 has been, or is or has during such time been charged with, or to the knowledge of the Company, is threatened or under investigation with respect to any material breach or violation of, or in default in the performance, observance or fulfillment of, any Governmental Authorization or any Applicable Law, and no Event exists or has occurred, which constitutes, or but for any requirement of giving of notice or passage of time or both would constitute, such a breach, violation or default, under (i) any Governmental Authorization or any Applicable Law, except for such breaches, violations or ...

Compliance with Governmental Authorizations and Applicable Law. (a) Section 3.7(a) of the Disclosure Schedule contains a description of: (i) all Legal Actions which are pending or, other than those finally adjudicated or settled on or before December 31, 1995, in which the Company or any of its Subsidiaries, or any of its officers or directors, is, or at any time since its organization has been, engaged, or which involves, or at any time during such period involved, the business, operations or properties of the Company or any of its Subsidiaries or, to the Company's knowledge, which is threatened or contemplated against, or in any other manner relating Adversely to, the Company or any of its Subsidiaries or the business, operations or properties, or the officers or directors, or any of them in connection therewith; and (ii) each Governmental Authorization to which the Company or any Subsidiary is subject and which relates to the business, operations, properties, prospects, condition (financial or other), or results of operations of the Company or the Company and its Subsidiaries taken as a whole, all of which are in full force and effect. (b) Each of the Company and each of its Subsidiaries has obtained all Governmental Authorizations which are necessary for the ownership or uses of its properties and the conduct of its business as now conducted or as presently proposed to be conducted by the Company or which, if not obtained and maintained, could singly or in the aggregate, have any Adverse Effect on the Company or the Company and its Subsidiaries taken as a whole. No Governmental Authorization is the subject of any pending or, to the Company's knowledge, threatened attack, revocation or termination. Neither the Company nor any Subsidiary nor any officer or director (in connection with the business, operations and properties of the Company or any Subsidiary) is or at any time since January 1, 1991 has been, or is or has during such time been charged with, or to the knowledge of the Company, is threatened or under investigation with respect to any material breach or violation of, or in default in the performance, observance or fulfillment of, any Governmental Authorization or any Applicable Law, and no Event exists or has occurred, which constitutes, or but for any requirement of giving of notice or passage of time or both would constitute, such a breach, violation or default, under (i) any Governmental Authorization or any Applicable Law, except for such breaches, violations or defaults as do not and, to the Company's...

Compliance with Governmental Authorizations and Applicable Law. (a) ATC and its Subsidiaries have conducted their respective businesses and owned and operated their respective property and assets in accordance with all Applicable Laws and Governmental Authorizations, except for such breaches, violations and defaults as, individually or in the aggregate, have not had and will not have a Material Adverse Effect on ATC. Neither ATC nor any of its Subsidiaries is in, or is charged by any Authority with, or, to ATC's knowledge, is threatened or under investigation by any Authority with respect to, any breach or violation of, or default in the performance, observance or fulfillment of, any Applicable Law relating to the ownership and operation of their respective assets or the conduct of their respective businesses which, individually or in the aggregate, has had or will have a Material Adverse Effect on ATC. No Event exists or has occurred which constitutes, or but for any requirement of giving of notice or passage of time or both would constitute, such a breach, violation or default, under any Governmental Authorization or any Applicable Law, except for such breaches, violations or defaults as, individually or in the aggregate, have not had and will not have a Material Adverse Effect on ATC. (b) ATC or one of its Subsidiaries has obtained all Governmental Authorizations that are necessary for the ownership or operation of the assets of ATC and its Subsidiaries or the conduct of the business of ATC and its Subsidiaries as now conducted and which, if not obtained and maintained, would, individually or in the aggregate, have a Material Adverse Effect on ATC, all of which are valid and in good standing and in full force and effect, with such exceptions as, individually or in the aggregate, have not had and will not have a Material Adverse Effect on ATC. None of such Governmental Authorizations is subject to any restriction or condition that would limit in any material respect the ownership or operations of the assets of ATC and its Subsidiaries or the conduct of the business of ATC and its Subsidiaries as currently conducted, except for restrictions and conditions generally applicable to Governmental Authorizations of such type and such exceptions as, individually or in the aggregate, have not had and will not have a Material Adverse Effect on ATC. The conduct of the business of ATC and its Subsidiaries is in accordance with the Governmental Authorizations, except for such noncompliances as, individually or in the aggregate, h...

Compliance with Governmental Authorizations and Applicable Law. (a) Except as otherwise specifically described in Section 3.7(a) of the BEA Disclosure Schedule, there is no Governmental Authorization required under Applicable Laws (i) to own and operate the BEA Business, as currently conducted or proposed to be conducted on or prior to the Closing Date, or (ii) that is necessary to permit BEA to execute and deliver this Agreement and to perform its obligations hereunder; provided, however, that the foregoing representation and warranty is not intended to apply to consents of Persons (other than Authorities) required in order to assign the BEA Assets to ATS pursuant to the provisions of this Agreement. (b) Except as otherwise specifically described in Section 3.7(b) of the BEA Disclosure Schedule, neither BEA nor any director or officer thereof (in connection with ownership or operation of the BEA Assets or the conduct of the BEA Business) is in or is charged by any Authority with or, to BEA's knowledge, at any time since January 1, 1993 has been in or has been charged by any Authority with, or, to BEA's knowledge, is threatened or under investigation by any Authority with respect to, breach or violation of, or default in the performance, observance or fulfillment of, any Applicable Law relating to the ownership and operation of the BEA Assets or the conduct of the BEA Business. In particular, but without limiting the generality of the foregoing, there are no applications, complaints or Legal Actions pending or, to BEA's knowledge, threatened before or by any Authority (x) relating to the ownership or operation of the BEA Assets or the conduct of the BEA Business which, individually or in the aggregate, are reasonably likely to result in the imposition of any restriction of such a nature as would adversely affect the ownership or operation of the BEA Assets or the conduct of the BEA Business; (y) involving charges of illegal discrimination by BEA under any federal or state employment Laws, or (z) involving Environmental Laws or zoning laws, except as otherwise specifically described in Section 3.7(b) of the BEA Disclosure Schedule. (c) Except as otherwise specifically described in Section 3.7(c) of the BEA Disclosure Schedule, no Event exists or has occurred, which, to BEA's knowledge, constitutes, or but for any requirement of giving of notice or passage of time or both would constitute, such a breach, violation or default, under any Applicable Law, except for such breaches, violations or defaults as do not and will no...

Compliance with Governmental Authorizations and Applicable Law. (a) Section 3.5(a) of the CSD Disclosure Schedule contains a true, complete and accurate description of each Governmental Authorization required under Applicable Laws (i) to own and operate the CSD Central Valley 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 CSD to execute and deliver this Agreement and to perform its obligations hereunder. CSD has obtained all Governmental Authorizations which are necessary for the ownership or operation of the CSD Assets or the conduct of the CSD Central Valley Business as now conducted and which, if not obtained and maintained, would, individually or in the aggregate, have any material adverse effect on CSD. None of the Governmental Authorizations listed in Section 3.5(a) of the CSD Disclosure Schedule is subject to any restriction or condition which would limit in any material respect the ownership or operations of the CSD Assets or the conduct of the CSD Central Valley Business as currently conducted, except for restrictions and conditions generally applicable to Governmental Authorizations of such type. The Governmental Authorizations listed in Section 3.5(a) of the CSD 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 CSD or its officers, directors, employees or agents, and the ownership or operation of the CSD Assets or the conduct of the CSD Central Valley Business are in accordance in all material respects with the Governmental Authorizations. All material reports, forms and statements required to be filed by CSD with all Authorities with respect to the CSD Central Valley 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 CSD's knowledge, threatened challenge or proceeding to revoke or terminate any such Governmental Authorization. CSD has no reason to believe that any such Governmental Authorization would not be renewed in the name of CSD by the granting Authority in the ordinary course. (b) Except as otherwise specifically described in Section 3.5(b) of the CSD Disclosure Schedule, neither CSD nor any director or officer thereof (in connection with ownership or operation of the CSD Assets or the conduct of the CSD Central Valley Business) is in or is charged by any Authority with o...

Compliance with Governmental Authorizations and Applicable Law. (a) Section 3.7(a) of the Evergreen Disclosure Schedule contains a description of: (i) all Legal Actions pending or, to Evergreen's knowledge, information and belief, is threatened against any Evergreen Party with respect to the operation or ownership of any of the Evergreen Assets or the conduct of the business of any of the Evergreen Stations; (ii) all Claims and Legal Actions pending or, to Evergreen's knowledge, information and belief, threatened against any Evergreen Party with respect to the operation or ownership of any of the Evergreen Assets or the conduct of the business of any of the Evergreen Stations which, individually or in the aggregate, are reasonably likely to result in the revocation or termination of any of the Evergreen FCC Licenses or the imposition of any restriction of such a nature as would Adversely affect the ownership or operations of any of the Evergreen Stations; in particular, but without limiting the generality of the foregoing, there are no applications, complaints or Legal Actions pending or, to Evergreen's knowledge, information and belief, threatened (x) before the FCC relating to the ownership or operations of any of the Evergreen Assets or the conduct of the business of any of the Xxxxxxxxx Xxxxxxxx other than applications, complaints or Legal Actions which affect the radio broadcasting industry generally, or (y) before any Authority involving charges of illegal discrimination by any of the Evergreen Stations under any federal or state employment Laws; and (iii) each Governmental Authorization (including without limitation all FCC Licenses) required under Applicable Laws (x) to own and operate each of the Evergreen Stations, 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 (y) that are necessary to permit each Evergreen Party to execute and deliver this Agreement and to perform its obligations hereunder (the "Evergreen Governmental Authorizations"). The Evergreen Parties have delivered to the EZ Parties true and complete copies of the Evergreen Governmental Authorizations (including any and all amendments and other modifications thereto.) (b) The appropriate Evergreen Party is the authorized legal holder of the Evergreen FCC Licenses listed in Section 3.7(a) of the Evergreen Disclosure Schedule, none of which is subject to any restriction or condition which would limit in any respect the operations of any of the Evergreen Stations as curren...

Compliance with Governmental Authorizations and Applicable Law. (a) American or one of its Subsidiaries is the authorized legal holder of all FCC licenses required to carry on the operation of the radio broadcasting stations of American, none of which is subject to any restriction or condition which would limit in any material respect the operations of such stations as currently conducted or proposed to be conducted. There are no applications, complaints or other Legal Actions pending or, to the best knowledge of American, threatened before the FCC which could Materially Adversely Affect the business or operations of its stations, other than applications, complaints or proceedings which affect the radio broadcasting industry generally. The FCC licenses held by American or one of its Subsidiaries 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 American or any of its Subsidiaries or its or their officers, directors, employees or agents, and the operation of such stations is in accordance in all material respects with its FCC licenses. All material reports, forms and statements required to be filed by American with the FCC with respect to such stations have been filed and are true, complete and accurate in all material respects. (b) Each of American and each of its Subsidiaries has obtained all Governmental Authorizations which are necessary for the lawful ownership and the lawful conduct of its business as now conducted or as presently proposed to be conducted, except for Governmental Authorizations, the failure of which to obtain and maintain, would not individually or in the aggregate, have any Material Adverse Effect on American and its Subsidiaries taken as a whole. No Governmental Authorization is the subject of any pending or, to American's knowledge, threatened challenge or proceeding to revoke or terminate any Governmental Authorization. American has no reason to believe that any Governmental Authorization would not be renewed in the name of American by the granting Authority in the ordinary course.

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. As of the date hereof, there are no judgments, decrees or orders issued by any Authority presently outstanding and unsatisfied against the Company. The Disclosure Schedule contains a brief description of (a) all Legal Actions or other Claims which are pending or in which the Company or its business, operations or properties, or, to the Company's knowledge, any of its officers, directors or stockholders in connection therewith, is engaged, or which involves the business, operations or properties of the Company or, to the Company's knowledge, which are threatened or contemplated against, the Company or its business, operations or properties, or any of such officers, directors or stockholders, in connection therewith, in all cases which individually or in the aggregate could, if adversely determined, have a Materially Adverse Effect on the Company; and (b) each Governmental Authorization which, if not obtained and maintained, could singly or in the aggregate, have any Material Adverse Effect on the Company (a "Material Governmental Authorization"). No Governmental Authorization is the subject of any pending or, to the Company's knowledge, threatened attack, revocation or termination except for such attacks, revocations or terminations as do not and will not have in the aggregate any Material Adverse Effect on the Company. Neither the Company nor, to the Company's knowledge, any of its officers, directors or stockholders in connection with the business, operations and properties of the Company, is (i) in breach or violation or, or in default in the performance of, or (ii) charged with any such breach or violation of, or default under, or (iii) to the Company's knowledge, threatened with or under investigation with respect to any such breach or violation of, or default under, any Governmental Authorization or any Applicable Law, and no Event exists or has occurred, which constitutes, or but for any requirement of giving of notice or passage of time or both would constitute, such a breach or violation of or default under any such other Material Governmental Authorization or any Applicable Law, except for such defaults, breaches or violations as do not and will not have in the aggregate any Material Adverse Effect on the Company.