Common use of Compliance with Governmental Authorizations and Applicable Law Clause in Contracts

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 with ownership or operation of the Diablo Assets or the conduct of the Diablo Business) is in or is charged by any Authority with or, to Diablo's knowledge, at any time since January 1, 1993 has been in or has been charged by any Authority with, or, to Diablo'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 Governmental Authorization or any Applicable Law relating to the ownership and operation of the Diablo Assets or the conduct of the Diablo Business. In particular, but without limiting the generality of the foregoing, there are no applications, complaints or Legal Actions pending or, to Diablo's knowledge, threatened before or by any Authority (x) relating to the ownership or operation of the Diablo Assets or the conduct of the Diablo Business which, individually or in the aggregate, are reasonably likely to result in the revocation or termination of any Governmental Authorization or the imposition of any restriction of such a nature as would adversely affect the ownership or operations of the Diablo Business; (y) involving charges of illegal discrimination by Diablo 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 Diablo Disclosure Schedule. (c) Except as otherwise specifically described in Section 3.7(c) of the Diablo Disclosure Schedule, no Event exists or has occurred, which, to Diablo'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 (i) any Governmental Authorization or any Applicable Law, except for such breaches, violations or defaults as do not and will not have, individually or in the aggregate, any material adverse effect on Diablo or (ii) any material requirement of any insurance carrier, applicable to the ownership or operations of the Diablo Assets or the conduct of the Diablo Business. (d) With respect to matters, if any, of a nature referred to in Section 3.7(a), 3.7(b) or 3.7(c) of the Diablo Disclosure Schedule, except as otherwise specifically described in Section 3.7(d) of the Diablo Disclosure Schedule, all such information and matters set forth in Sections 3.7(a), 3.7(b) and 3.7(c) of the Diablo Disclosure Schedule, if adversely determined against Diablo, will not, individually or in the aggregate, have a materially adversely effect on Diablo.

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 with ownership or operation of the Diablo Assets or the conduct of the Diablo Business) is in or is charged by any Authority with or, to Diablo's knowledge, at any time since January 1, 1993 has been in or has been charged by any Authority with, or, to Diablo'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 Governmental Authorization or any Applicable Law relating to the ownership and operation of the Diablo Assets or the conduct of the Diablo Business. In particular, but without limiting the generality of the foregoing, there are no applications, complaints or Legal Actions pending or, to Diablo's knowledge, threatened before or by any Authority (x) relating to the ownership or operation of the Diablo Assets or the conduct of the Diablo Business which, individually or in the aggregate, are reasonably likely to result in the revocation or termination of any Governmental Authorization or the imposition of any restriction of such a nature as would adversely affect the ownership or operations of the Diablo Business; (y) involving charges of illegal discrimination by Diablo 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 Diablo Disclosure Schedule. (c) Except as otherwise specifically described in Section 3.7(c) of the Diablo Disclosure Schedule, no Event exists or has occurred, which, to Diablo'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 (i) any Governmental Authorization or any Applicable Law, except for such breaches, violations or defaults as do not and will not have, individually or in the aggregate, any material adverse effect on Diablo or (ii) any material requirement of any insurance carrier, applicable to the ownership or operations of the Diablo Assets or the conduct of the Diablo Business. (d) With respect to matters, if any, of a nature referred to in Section 3.7(a), 3.7(b) or 3.7(c) of the Diablo Disclosure Schedule, except as otherwise specifically described in Section 3.7(d) of the Diablo Disclosure Schedule, all such information and matters set forth in Sections 3.7(a), 3.7(b) and or 3.7(c) of the Diablo Disclosure Schedule, if adversely determined against Diablo, will not, individually or in the aggregate, have a materially adversely effect on Diablo.

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 ATS has obtained all Governmental Authorizations (collectively, the "ATS Governmental Authorizations") which are necessary for the ownership or operation of the Diablo ATS Assets or the conduct of the Diablo ATS Business as now conducted and which, if not obtained and maintained, would, individually or in the aggregate, have any material adverse effect Material Adverse Effect on DiabloATS. None of the ATS 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 a material respect the ownership or operations of the Diablo ATS Assets or the conduct of the Diablo ATS Business as currently conducted, except for restrictions and conditions generally applicable to ATS Governmental Authorizations of such type. The ATS 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 ATS or its officers, directors, employees or agents, and the ownership or operation of the Diablo ATS Assets or the conduct of the Diablo ATS Business are in accordance in all material respects 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. To Diablo's knowledge, all All material reports, forms and statements required to be filed by Diablo ATS with all Authorities with respect to the Diablo ATS Business have been filed and are true, complete and accurate in all material respects. No such ATS Governmental Authorization is the subject of any pending or, to Diablo's ATS' knowledge, threatened challenge or proceeding to revoke or terminate any such Governmental Authorization. Diablo has no reason to believe that any such ATS Governmental Authorization which, if revoked or terminated, would not be renewed in the name of Diablo by the granting Authority in the ordinary coursehave a Material Adverse Effect on ATS. (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 with ownership or operation of the Diablo Assets or the conduct of the Diablo Business) ATS is in or is charged by any Authority compliance with orall Applicable Laws, to Diablo's knowledge, at any time since January 1, 1993 has been in or has been charged by any Authority with, or, to Diablo'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 Governmental Authorization or any Applicable Law relating to the ownership and operation of the Diablo Assets or the conduct of the Diablo Business. In particular, but without limiting the generality of the foregoing, there are no applications, complaints or Legal Actions pending or, to Diablo's knowledge, threatened before or by any Authority (x) relating to the ownership or operation of the Diablo Assets or the conduct of the Diablo Business whichexcept where such noncompliance, individually or in the aggregate, are has not had and is not reasonably likely like to result in the revocation or termination of any Governmental Authorization or the imposition of any restriction of such have a nature Material Adverse Effect on ATS. Except as would adversely affect the ownership or operations of the Diablo Business; (y) involving charges of illegal discrimination by Diablo under any federal or state employment Laws, or (z) involving Environmental Laws or zoning laws, except as otherwise specifically described set forth in Section 3.7(b5.6(b) of the Diablo Disclosure Schedule. (c) Except as otherwise specifically described in Section 3.7(c) of the Diablo ATS Disclosure Schedule, no Event exists or has occurred, which, to Diablo'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 (i) any Governmental Authorization or any Applicable Law, except for such breaches, violations or defaults as do not and will not have, individually or in the aggregate, any material adverse effect on Diablo or (ii) any material requirement of any insurance carrier, applicable to the ownership or operations of the Diablo Assets or the conduct of the Diablo Business. (d) With respect to matters, if any, of a nature referred to in Section 3.7(a), 3.7(b) or 3.7(c) of the Diablo Disclosure Schedule, except as otherwise specifically described in Section 3.7(d) of the Diablo Disclosure Schedule, all such information and matters set forth in Sections 3.7(a), 3.7(b) and 3.7(c) of the Diablo Disclosure Schedule, if adversely determined against Diablo, will not, individually or in the aggregate, have a materially adversely effect on Diablo.there are no

Compliance with Governmental Authorizations and Applicable Law. (a) To Diablo's knowledge, Section 3.7(a) of the Diablo OPM Disclosure Schedule contains a true, complete and accurate description of each Governmental Authorization required under Applicable Laws (i) to own and operate the Diablo OPM 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 OPM 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 OPM has obtained all Governmental Authorizations which are necessary for the ownership or operation of the Diablo OPM Assets or the conduct of the Diablo OPM Business as now conducted and which, if not obtained and maintained, would, individually or in the aggregate, have any material adverse effect on DiabloOPM. None of the Governmental Authorizations listed in Section 3.7(a) of the Diablo OPM Disclosure Schedule is subject to any restriction or condition which would limit in any material respect the ownership or operations of the Diablo OPM Assets or the conduct of the Diablo OPM 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 OPM 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 OPM or its officers, directors, employees or agents, and the ownership or operation of the Diablo OPM Assets or the conduct of the Diablo OPM Business are in accordance in all material respects with the Governmental Authorizations. To Diablo's knowledge, all All material reports, forms and statements required to be filed by Diablo OPM with all Authorities with respect to the Diablo OPM 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 Stockholders' knowledge, threatened challenge or proceeding to revoke or terminate any such Governmental Authorization. Diablo OPM has no reason to believe that any such Governmental Authorization would not be renewed in the name of Diablo OPM by the granting Authority in the ordinary course. (b) Except as otherwise specifically described in Section 3.7(b) of the Diablo OPM Disclosure Schedule, neither Diablo OPM nor any director or officer thereof (in connection with ownership or operation of the Diablo OPM Assets or the conduct of the Diablo OPM Business) is in or is charged by any Authority with or, to Diablo's Stockholders' knowledge, at any time since January May 1, 1993 1995 has been in or has been charged by any Authority with, or, to Diablo's Stockholders' 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 Governmental Authorization or any Applicable Law relating to the ownership and operation of the Diablo OPM Assets or the conduct of the Diablo OPM Business. In particular, but without limiting the generality of the foregoing, there are no applications, complaints or Legal Actions pending or, to Diablo's Stockholders' knowledge, threatened before or by any Authority (x) relating to the ownership or operation of the Diablo Assets or the conduct of the Diablo Business which, individually or in the aggregate, are reasonably likely to result in the revocation or termination of any Governmental Authorization or the imposition of any restriction of such a nature as would adversely affect the ownership or operations of the Diablo Business; (y) involving charges of illegal discrimination by Diablo 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 Diablo Disclosure Schedule. (c) Except as otherwise specifically described in Section 3.7(c) of the Diablo Disclosure Schedule, no Event exists or has occurred, which, to Diablo'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 (i) any Governmental Authorization or any Applicable Law, except for such breaches, violations or defaults as do not and will not have, individually or in the aggregate, any material adverse effect on Diablo or (ii) any material requirement of any insurance carrier, applicable to the ownership or operations of the Diablo Assets or the conduct of the Diablo Business. (d) With respect to matters, if any, of a nature referred to in Section 3.7(a), 3.7(b) or 3.7(c) of the Diablo Disclosure Schedule, except as otherwise specifically described in Section 3.7(d) of the Diablo Disclosure Schedule, all such information and matters set forth in Sections 3.7(a), 3.7(b) and 3.7(c) of the Diablo Disclosure Schedule, if adversely determined against Diablo, will not, individually or in the aggregate, have a materially adversely effect on Diablo.Authority

Compliance with Governmental Authorizations and Applicable Law. (a) To Diablo's knowledge, Section 3.7(a) of the Diablo Seller Disclosure Schedule contains a true, complete and accurate description list of each Governmental Authorization required required, to Seller's knowledge, under Applicable Laws (i) to own and operate the Diablo Seller 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 Seller to execute and deliver this Agreement and to perform its obligations hereunder. To Diablo's knowledge, except Except as otherwise set forth in Section 3.7(a) of the Diablo Seller Disclosure Schedule, Diablo to Seller's knowledge, Seller and each Seller Subsidiary has obtained all Governmental Authorizations which are necessary for the ownership or operation of the Diablo Seller Assets or the conduct of the Diablo Seller Business as now conducted and which, if not obtained and maintained, would, individually or in the aggregate, have any material adverse Adverse effect on DiabloSeller or any Seller Subsidiary. None To Seller's knowledge, none of the Governmental Authorizations listed in Section 3.7(a) of the Diablo Seller Disclosure Schedule is subject to any restriction or condition which would limit in any material respect the ownership or operations of the Diablo Seller Assets or the conduct of the Diablo Seller Business as currently conducted, except for restrictions and conditions generally applicable to Governmental Authorizations of such type. The To Seller's knowledge, except as set forth in Section 3.7(a) of the Seller Disclosure Schedule, the Governmental Authorizations listed in Section 3.7(a) of the Diablo Seller 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 Seller, the Seller Subsidiaries or its any of their respective officers, directors, employees or agents, and the ownership or operation of the Diablo Seller Assets or the conduct of the Diablo Seller Business are in accordance in all material respects with the Governmental Authorizations. To DiabloSeller's knowledge, all material reports, forms and statements required to be filed by Diablo Seller and each Seller Subsidiary with all Authorities with respect to the Diablo Seller Business have been filed and are true, complete and accurate in all material respects. No To Seller's knowledge, no such Governmental Authorization is the subject of any pending or, to Diablo's knowledge, or threatened challenge or proceeding to revoke or terminate any such Governmental Authorization. Diablo Seller has no reason to believe that any such Governmental Authorization would not be renewed in the name of Diablo Seller or the applicable Seller Subsidiary by the granting Authority in the ordinary course. (b) Except as otherwise specifically described in Section 3.7(b) of the Diablo Seller Disclosure Schedule, neither Diablo none of Seller, any Seller Subsidiary nor any director or officer thereof (in connection with ownership or operation of the Diablo Seller Assets or the conduct of the Diablo Seller Business) is in or is charged by any Authority with or, to DiabloSeller's knowledge, at any time since January 1, 1993 1996 has been in or has been charged by any Authority with, or, to DiabloSeller'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 Governmental Authorization or any Applicable Law relating to the ownership and operation of the Diablo Seller Assets or the conduct of the Diablo Seller Business. In particular, but without limiting the generality of the foregoing, to Seller's knowledge, there are no applications, complaints or Legal Actions pending or, to Diablo's knowledge, or threatened before or by any Authority (x) relating to the ownership or operation of the Diablo Seller Assets or the conduct of the Diablo Seller Business which, individually or in the aggregate, are reasonably likely to result in the revocation or termination of any Governmental Authorization or the imposition of any restriction of such a nature as would adversely Adversely affect the ownership or operations operation of the Diablo Seller Assets or the conduct of the Seller Business; (y) involving charges of illegal discrimination by Diablo Seller or any Seller Subsidiary under any federal or state employment LawsLaws with respect to any of the Seller Employees, or (z) involving Environmental Laws or zoning laws, except as otherwise specifically described in Section 3.7(b) of the Diablo Seller Disclosure Schedule. (c) Except as otherwise specifically described in Section 3.7(c) of the Diablo Seller Disclosure Schedule, to Seller's knowledge, no Event exists or has occurred, which, to Diablo's knowledge, 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 will not have, individually or in the aggregate, any material adverse Adverse effect on Diablo Seller or any Seller Subsidiary or (ii) any material requirement of any property or liability insurance carrier, applicable to the ownership or operations of the Diablo Seller Assets or the conduct of the Diablo Seller Business. (d) With respect to matters, if any, of a nature referred to in Section 3.7(a), 3.7(b) or 3.7(c) of the Diablo Seller Disclosure Schedule, except as otherwise specifically described in Section 3.7(d) of the Diablo Seller Disclosure Schedule, all such information and matters set forth in Sections 3.7(a), 3.7(b) and 3.7(c) of the Diablo Seller Disclosure Schedule, if adversely Adversely determined against DiabloSeller or the applicable Seller Subsidiary, will not, individually or in the aggregate, have a materially adversely Adversely effect on DiabloSeller or any Seller Subsidiary.

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 ATC has obtained all Governmental Authorizations (collectively, the "ATC Governmental Authorizations") which are necessary for the ownership or operation of the Diablo ATC Assets or the conduct of the Diablo ATC Business as now conducted and which, if not obtained and maintained, would, individually or in the aggregate, have any material adverse effect Material Adverse Effect on DiabloATC. None of the ATC 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 a material respect the ownership or operations of the Diablo ATC Assets or the conduct of the Diablo ATC Business as currently conducted, except for restrictions and conditions generally applicable to ATC Governmental Authorizations of such type. The ATC 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 ATC or its officers, directors, employees or agents, and the ownership or operation of the Diablo ATC Assets or the conduct of the Diablo ATC Business are in accordance in all material respects with the ATC 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 ATC. To Diablo's knowledge, all All material reports, forms and statements required to be filed by Diablo ATC with all Authorities with respect to the Diablo ATC Business have been filed and are true, complete and accurate in all material respects. No such ATC Governmental Authorization is the subject of any pending or, to DiabloATC's knowledge, threatened challenge or proceeding to revoke or terminate any such Governmental Authorization. Diablo has no reason to believe that any such ATC Governmental Authorization which, if revoked or terminated, would not be renewed in the name of Diablo by the granting Authority in the ordinary coursehave a Material Adverse Effect on ATC. (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 with ownership or operation of the Diablo Assets or the conduct of the Diablo Business) ATC is in or is charged by any Authority compliance with orall Applicable Laws, to Diablo's knowledge, at any time since January 1, 1993 has been in or has been charged by any Authority with, or, to Diablo'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 Governmental Authorization or any Applicable Law relating to the ownership and operation of the Diablo Assets or the conduct of the Diablo Business. In particular, but without limiting the generality of the foregoing, there are no applications, complaints or Legal Actions pending or, to Diablo's knowledge, threatened before or by any Authority (x) relating to the ownership or operation of the Diablo Assets or the conduct of the Diablo Business whichexcept where such noncompliance, individually or in the aggregate, are has not had and is not reasonably likely like to result in the revocation or termination of any Governmental Authorization or the imposition of any restriction of such have a nature Material Adverse Effect on ATC. Except as would adversely affect the ownership or operations of the Diablo Business; (y) involving charges of illegal discrimination by Diablo under any federal or state employment Laws, or (z) involving Environmental Laws or zoning laws, except as otherwise specifically described set forth in Section 3.7(b4.6(b) of the Diablo Disclosure Schedule. (c) Except as otherwise specifically described in Section 3.7(c) of the Diablo ATC Disclosure Schedule, there are no Event exists or has occurred, whichLegal Actions of any kind pending or, to Diablo's knowledgethe knowledge of ATC, constitutesthreatened at law, in equity or but for before 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 will not have, individually or in the aggregate, any material adverse effect on Diablo or (ii) any material requirement of any insurance carrier, applicable to the ownership or operations of the Diablo Assets or the conduct of the Diablo BusinessAuthority against ATC. (d) With respect to matters, if any, of a nature referred to in Section 3.7(a), 3.7(b) or 3.7(c) of the Diablo Disclosure Schedule, except as otherwise specifically described in Section 3.7(d) of the Diablo Disclosure Schedule, all such information and matters set forth in Sections 3.7(a), 3.7(b) and 3.7(c) of the Diablo Disclosure Schedule, if adversely determined against Diablo, will not, individually or in the aggregate, have a materially adversely effect on Diablo.

Compliance with Governmental Authorizations and Applicable Law. (a) To Diablo's knowledge, Section 3.7(a) of the Diablo Seller Disclosure Schedule contains a true, complete and accurate description of each Governmental Authorization which Seller currently holds. To the best of Seller's knowledge, these are the only Governmental Authorizations (i) required under Applicable Laws (i) to own and operate the Diablo Seller 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 Seller to execute and deliver this Agreement and to perform its obligations hereunder. To Diablothe best of Seller's knowledge, except as otherwise set forth in Section 3.7(a) of the Diablo Disclosure Schedule, Diablo Seller has obtained all Governmental Authorizations which are necessary for the ownership or operation of the Diablo Seller Assets or the conduct of the Diablo Seller Business as now conducted and which, if not obtained and maintained, would, individually or in the aggregate, have any material adverse effect on DiabloSeller. None of the Governmental Authorizations listed in Section 3.7(a) of the Diablo Seller Disclosure Schedule Schedule, to Seller's knowledge, is subject to any restriction or condition which would limit in any material respect the ownership or operations of the Diablo Seller Assets or the conduct of the Diablo Seller 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 Seller Disclosure Schedule are are, to Seller's knowledge, 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 Seller or its officers, directors, employees or agents, and and, to the best of Seller's knowledge, the ownership or operation of the Diablo Seller Assets or the conduct of the Diablo Seller Business are in accordance in all material respects with the Governmental Authorizations. To Diablo's knowledge, all All material reports, forms and statements required to be filed by Diablo Seller with all Authorities with respect to the Diablo Seller Business have have, to Seller's knowledge, been filed and are true, complete and accurate in all material respects. No such Governmental Authorization is the subject of any pending or, to DiabloSeller's knowledge, threatened challenge or proceeding to revoke or terminate any such Governmental Authorization. Diablo has no reason to Seller does not believe that any such Governmental Authorization would will not be renewed in the name of Diablo Seller by the granting Authority in the ordinary course. (b) Except as otherwise specifically described in Section 3.7(b) of the Diablo Seller Disclosure Schedule, neither Diablo Seller nor any director or officer thereof (in connection with ownership or operation of the Diablo Seller Assets or the conduct of the Diablo Seller Business) is in or is charged by any Authority with or, to DiabloSeller's knowledge, at any time since January 1, 1993 has been in or has been charged by any Authority with, or, to DiabloSeller'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 Governmental Authorization or any Applicable Law relating to the ownership and operation of the Diablo Seller Assets or the conduct of the Diablo Seller Business. In particular, but without limiting the generality of the foregoing, there are no applications, complaints or Legal Actions pending or, to DiabloSeller's knowledge, threatened before or by any Authority (x) relating to the ownership or operation of the Diablo Seller Assets or the conduct of the Diablo Seller Business which, individually or in the aggregate, are reasonably likely to result in the revocation or termination of any Governmental Authorization or the imposition of any restriction of such a nature as would adversely affect the ownership or operations operation of the Diablo Seller Assets or the conduct of the Seller Business; (y) involving charges of illegal discrimination by Diablo Seller 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 Diablo Seller Disclosure Schedule. (c) Except as otherwise specifically described in Section 3.7(c) of the Diablo Seller Disclosure Schedule, no Event exists or has occurred, which, to DiabloSeller'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 (i) any Governmental Authorization or any Applicable Law, except for such breaches, violations or defaults as do not and will not have, individually or in the aggregate, any material adverse effect on Diablo Seller or (ii) any material requirement of any insurance carrier, applicable to the ownership or operations of the Diablo Seller Assets or the conduct of the Diablo Seller Business. (d) With respect to matters, if any, of a nature referred to in Section 3.7(a), 3.7(b) or 3.7(c) of the Diablo Seller Disclosure Schedule, except as otherwise specifically described in Section 3.7(d) of the Diablo Seller Disclosure Schedule, all such information and matters set forth in Sections 3.7(a), 3.7(b) and 3.7(c) of the Diablo Seller Disclosure Schedule, if adversely determined against DiabloSeller, will not, individually or in the aggregate, have a materially adversely effect on DiabloSeller.

Compliance with Governmental Authorizations and Applicable Law. (a) To Diablo's knowledgeExcept as set forth on Schedule 2.6(a) hereto, 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 Drive Entity by 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 Date will have obtained all Governmental Authorizations which that are necessary or advisable for the ownership or operation of the Diablo Assets assets and property of Drive Entities or the conduct of the Diablo Business business and operations of the Drive Entities as now conducted by Auto and which, if not obtained and maintained, would, individually or in proposed to be conducted after the aggregate, have any material adverse effect on DiabloClosing Date by Drive. None of the any Auto Entity's Governmental Authorizations listed in Section 3.7(ais (and none of any Drive Entity's Governmental Authorities will be) of the Diablo Disclosure Schedule is subject to any restriction or condition which that would limit in any material respect the ownership or operations of the Diablo Assets assets and property of the Auto Entities (or, after the Closing, the Drive Entities) or the conduct of the Diablo Business business and operations of the Auto Entities (or, after the Closing, the Drive Entities), as currently conductedconducted by Auto and proposed to be conducted by Drive, except for restrictions and conditions generally applicable to Governmental Authorizations of such type. The Each of the Auto Entities' Governmental Authorizations listed in Section 3.7(a) are (and, upon Acquisition Effectiveness, each of the Diablo Disclosure Drive Entities' Governmental Authorizations, except those listed on Schedule are 2.6(a), will be) 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 any Auto Entity or its Drive Entity or any of their respective officers, directors, employees or or, to the Relevant Entities' knowledge, their respective agents, and the ownership or and operation of the Diablo Assets or assets and property of the Auto Entities (and, after Acquisition Effectiveness, the Drive Entities), and the conduct of the Diablo Business business and operations of the Auto Entities as currently conducted and the conduct of the business and operations of the Drive Entities as currently conducted by the Auto Entities and proposed to be conducted by the Drive Entities, are in accordance in all material respects with the Governmental Authorizations. To Diablo's knowledge, all All material reports, forms and statements required to be filed by Diablo the Auto Entities 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 in favor of any of the Auto Entities or any of the Drive Entities is the subject of any pending (or, to Diablo's the Relevant Entities' knowledge, threatened threatened) challenge or proceeding to revoke or terminate any such Governmental Authorization. Diablo No Relevant Entity has no any reason to believe that any such Governmental Authorization would will not be renewed in the name of Diablo Auto (if requested) or reissued (at reasonable cost and without significant restriction) in the name of Drive by the granting Authority in the ordinary course. With respect to each Governmental Authorization listed on Schedule 2.6(a), no Relevant Party has any reason not to expect that such Governmental Authorizations, satisfactory in form and substance to the Relevant Entities, will not be duly issued to the appropriate Drive Entity, at reasonable cost, (A) on or within 30 Business Days with respect to material Governmental Authorizations, and (B) on or within 120 Business Days with respect to immaterial Governmental Authorizations, after Acquisition Effectiveness (or such later date specified alongside such permit's description on said schedule). (b) Except as otherwise specifically described in Section 3.7(b) of the Diablo Disclosure ScheduleNo Auto Entity is in, neither Diablo nor any director or officer thereof (in connection with ownership or operation of the Diablo Assets or the conduct of the Diablo Business) is in or is charged by any Authority with or, to Diablo's knowledge, at any time since January 1, 1993 has been in or has been charged by any Authority with, or, to Diablo's knowledgethe knowledge of the FC Parties and the Auto Entities, 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 Governmental Authorization or any Applicable Law relating to the ownership and operation of the Diablo Assets assets and property of the Auto Entities or the conduct of the Diablo Business. In particular, but without limiting the generality of the foregoing, there are no applications, complaints or Legal Actions pending or, to Diablo's knowledge, threatened before or by any Authority (x) relating to the ownership or operation of the Diablo Assets or the conduct of the Diablo Business which, individually or in the aggregate, are reasonably likely to result in the revocation or termination of any Governmental Authorization or the imposition of any restriction of such a nature as would adversely affect the ownership business or operations of the Diablo Business; (y) involving charges of illegal discrimination by Diablo 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 Diablo Disclosure Schedule. (c) Except as otherwise specifically described in Section 3.7(c) of the Diablo Disclosure Schedule, no Auto Entities. No Event exists or has occurred, which, to Diablo's knowledge, 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, default under (i) any Governmental Authorization or any Applicable Law, except for such breaches, violations or defaults as do not and will not have, individually or in the aggregate, any material adverse effect on Diablo or (ii) any material requirement of any insurance carrier, applicable to the ownership or operations of the Diablo Assets or the conduct of the Diablo Business. (dc) With respect to matters, if any, of a nature referred to in Section 3.7(a), 3.7(b) or 3.7(c) of the Diablo Disclosure Schedule, except Except as otherwise specifically described in Section 3.7(d) of the Diablo Disclosure Schedule, all such information and matters set forth in Sections 3.7(a), 3.7(b) and 3.7(c) of the Diablo Disclosure Schedule, if adversely determined against Diablo, will not, individually or in the aggregate, have a materially adversely effect on Diablo.Schedule 2.6

Compliance with Governmental Authorizations and Applicable Law. (a) To DiabloSection 3.7(a) of the EXCL Disclosure Schedule contains a description of: (i) all Claims and Legal Actions pending or, to EXCL's knowledge, threatened against any EXCL Party with respect to the operation or ownership of any of the EXCL Assets or the conduct of the business of either of the EXCL Stations including without limitation all Claims which, individually or in the aggregate, are reasonably likely to result in the revocation or termination of any of the EXCL FCC Licenses or the imposition of any restriction of such a nature as would adversely affect the ownership or operations of any of the EXCL Assets or the conduct of the business of either of the EXCL Stations; in particular, but without limiting the generality of the foregoing, Section 3.7(a) of the Diablo EXCL Disclosure Schedule contains a true, complete and accurate description of any complaints or Claims pending or, to EXCL's knowledge, threatened (x) before the FCC relating to the ownership or operations of any of the EXCL Assets or the conduct of the business of either of the EXCL Stations other than complaints or Claims which affect the radio broadcasting industry generally, or (y) before any Authority involving charges of illegal discrimination by either of the EXCL Stations under any federal or state employment Laws; and (ii) each Governmental Authorization (including without limitation all FCC Licenses) required under Applicable Laws (i) to own and operate each of the Diablo BusinessEXCL 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 (ii) that is necessary the "EXCL Governmental Authorizations"). Attached to permit Diablo to execute the EXCL Disclosure Schedule are true, correct and deliver this Agreement and to perform its obligations hereunder. To Diablo's knowledge, except as otherwise set forth in Section 3.7(a) complete copies of the Diablo Disclosure Schedule, Diablo has obtained all EXCL Governmental Authorizations which are necessary for the ownership or operation (including without limitation any and all amendments and other modifications thereto). (b) One of the Diablo Assets or EXCL Parties is the conduct authorized legal holder 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 FCC Licenses listed in Section 3.7(a) of the Diablo EXCL Disclosure Schedule Schedule, none of which 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 EXCL Stations as currently conducted, except for restrictions and such conditions as are set forth on the face of such FCC License or generally applicable to Governmental Authorizations of such typethe radio broadcasting industry. The Governmental Authorizations listed in Section 3.7(a) of the Diablo Disclosure Schedule EXCL FCC Licenses 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 any EXCL Party or its officers, directors, employees or agents, and the ownership or operation of the Diablo Assets or the conduct of the Diablo Business . The EXCL Stations are in accordance operating in all material respects in accordance with the Governmental AuthorizationsEXCL FCC Licenses, all underlying construction permits and the FCA. To DiabloExcept as disclosed in Section 3.7(b) of the EXCL Disclosure Schedule, no application, action or proceeding is pending for the renewal or modification of any EXCL FCC Licenses and, to EXCL's knowledge, there is not as of the date of this Agreement issued or outstanding any investigation or complaint against any EXCL Party by or before the FCC relating to any of the EXCL Stations. Except as disclosed in Section 3.7(b) of the EXCL Disclosure Schedule, as of the date of this Agreement, there is no proceeding pending at, or outstanding notice of violation from, the FCC relating to any of the EXCL Stations. All fees payable to Authorities pursuant to the EXCL Station FCC Licenses, including FCC annual regulatory fees, have been paid and no event has occurred which, individually or in the aggregate, and with or without the giving of notice or the lapse of time or both, would constitute grounds for revocation thereof or would have an adverse effect on EXCL. Except (i) as set forth in Section 3.7(b) of the EXCL Disclosure Schedule and (ii) for such reports, forms and statements the failure of which to file would not, individually or in the aggregate, have a material adverse effect on the EXCL Stations, all material reports, forms and statements required to be filed by Diablo any EXCL Party with all Authorities the FCC with respect to the Diablo Business EXCL Stations have been filed and are true, complete and accurate in all material respects. To EXCL's knowledge, under the FCA, there are no facts that would disqualify it as the transferee of the control of the American Stations. The EXCL Governmental Authorizations comprise all Governmental Authorizations which are necessary for the lawful ownership or operation of the EXCL Assets or the lawful conduct of the business of the EXCL Stations as now conducted, except for Governmental Authorizations, the failure of which to obtain and maintain, would not, individually or in the aggregate, have a material adverse effect on the EXCL Assets or the EXCL Stations. No such EXCL Governmental Authorization is the subject of any pending or, to DiabloEXCL's knowledge, threatened challenge or proceeding to revoke or terminate any such EXCL Governmental Authorization. Diablo To EXCL's knowledge, except as set forth in Section 3.7(b) of the EXCL Disclosure Schedule, no EXCL Party has no any reason to believe that any such EXCL Governmental Authorization would not be renewed in the name of Diablo one of the EXCL Parties 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 with ownership or operation of the Diablo Assets or the conduct of the Diablo Business) is in or is charged by any Authority with or, to Diablo's knowledge, at any time since January 1, 1993 has been in or has been charged by any Authority with, or, to Diablo'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 Governmental Authorization or any Applicable Law relating to the ownership and operation of the Diablo Assets or the conduct of the Diablo Business. In particular, but without limiting the generality of the foregoing, there are no applications, complaints or Legal Actions pending or, to Diablo's knowledge, threatened before or by any Authority (x) relating to the ownership or operation of the Diablo Assets or the conduct of the Diablo Business which, individually or in the aggregate, are reasonably likely to result in the revocation or termination of any Governmental Authorization or the imposition of any restriction of such a nature as would adversely affect the ownership or operations of the Diablo Business; (y) involving charges of illegal discrimination by Diablo 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 Diablo Disclosure Schedule. (c) Except as otherwise specifically described in Section 3.7(c) of the Diablo Disclosure Schedule, no Event exists or has occurred, which, to Diablo'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 (i) any Governmental Authorization or any Applicable Law, except for such breaches, violations or defaults as do not and will not have, individually or in the aggregate, any material adverse effect on Diablo or (ii) any material requirement of any insurance carrier, applicable to the ownership or operations of the Diablo Assets or the conduct of the Diablo Business. (d) With respect to matters, if any, of a nature referred to in Section 3.7(a), 3.7(b) or 3.7(c) of the Diablo Disclosure Schedule, except as otherwise specifically described in Section 3.7(d) of the Diablo Disclosure Schedule, all such information and matters set forth in Sections 3.7(a), 3.7(b) and 3.7(c) of the Diablo Disclosure Schedule, if adversely determined against Diablo, will not, individually or in the aggregate, have a materially adversely effect on Diablo.

Compliance with Governmental Authorizations and Applicable Law. (a) To Diablo's knowledge, Section 3.7(a) of the Diablo Seller Disclosure Schedule contains a true, complete and accurate description list of each Governmental Authorization required required, to Seller's knowledge, under Applicable Laws (i) to own and operate the Diablo Seller 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 Seller to execute and deliver this Agreement and to perform its obligations hereunder. To Diablo's knowledge, except Except as otherwise set forth in Section 3.7(a) of the Diablo Seller Disclosure Schedule, Diablo to Seller's knowledge, Seller and each Seller Subsidiary has obtained all Governmental Authorizations which are necessary for the ownership or operation of the Diablo Seller Assets or the conduct of the Diablo Seller Business as now conducted and which, if not obtained and maintained, would, individually or in the aggregate, have any material adverse Adverse effect on DiabloSeller or any Seller Subsidiary. None To Seller's knowledge, none of the Governmental Authorizations listed in Section 3.7(a) of the Diablo Seller Disclosure Schedule is subject to any restriction or condition which would limit in any material respect the ownership or operations of the Diablo Seller Assets or the conduct of the Diablo Seller Business as currently conducted, except for restrictions and conditions generally applicable to Governmental Authorizations of such type. The To Seller's knowledge, except as set forth in Section 3.7(a) of the Seller Disclosure Schedule, the Governmental Authorizations listed in Section 3.7(a) of the Diablo Seller 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 Seller, the Seller Subsidiaries or its any of their respective officers, directors, employees or agents, and the ownership or operation of the Diablo Seller Assets or the conduct of the Diablo Seller Business are in accordance in all material respects with the Governmental Authorizations. To DiabloSeller's knowledge, all material reports, forms and statements required to be filed by Diablo Seller and each Seller Subsidiary with all Authorities with respect to the Diablo Seller Business have been filed and are true, complete and accurate in all material respects. No To Seller's knowledge, no such Governmental Authorization is the subject of any pending or, to Diablo's knowledge, or threatened challenge or proceeding to revoke or terminate any such Governmental Authorization. Diablo Seller has no reason to believe that any such Governmental Authorization would not be renewed in the name of Diablo Seller or the applicable Seller Subsidiary by the granting Authority in the ordinary course. (b) Except as otherwise specifically described in Section 3.7(b) of the Diablo Seller Disclosure Schedule, neither Diablo none of Seller, any Seller Subsidiary nor any director or officer thereof (in connection with ownership or operation of the Diablo Seller Assets or the conduct of the Diablo Seller Business) is in or is charged by any Authority with or, to DiabloSeller's knowledge, at any time since January 1, 1993 1996 has been in or has been charged by any Authority with, or, to DiabloSeller'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 Governmental Authorization or any Applicable Law relating to the ownership and operation of the Diablo Seller Assets or the conduct of the Diablo Seller Business. In particular, but without limiting the generality of the foregoing, to Seller's knowledge, there are no applications, complaints or Legal Actions pending or, to Diablo's knowledge, or threatened before or by any Authority (x) relating to the ownership or operation of the Diablo Seller Assets or the conduct of the Diablo Seller Business which, individually or in the aggregate, are reasonably likely to result in the revocation or termination of any Governmental Authorization or the imposition of any restriction of such a nature as would adversely Adversely affect the ownership or operations operation of the Diablo Business; (y) involving charges of illegal discrimination by Diablo 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 Diablo Disclosure Schedule. (c) Except as otherwise specifically described in Section 3.7(c) of the Diablo Disclosure Schedule, no Event exists or has occurred, which, to Diablo'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 (i) any Governmental Authorization or any Applicable Law, except for such breaches, violations or defaults as do not and will not have, individually or in the aggregate, any material adverse effect on Diablo or (ii) any material requirement of any insurance carrier, applicable to the ownership or operations of the Diablo Seller Assets or the conduct of the Diablo Business. (d) With respect to matters, if any, of a nature referred to in Section 3.7(a), 3.7(b) or 3.7(c) of the Diablo Disclosure Schedule, except as otherwise specifically described in Section 3.7(d) of the Diablo Disclosure Schedule, all such information and matters set forth in Sections 3.7(a), 3.7(b) and 3.7(c) of the Diablo Disclosure Schedule, if adversely determined against Diablo, will not, individually or in the aggregate, have a materially adversely effect on Diablo.Seller

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 ATSI has obtained all Governmental Authorizations which are necessary for the ownership or operation of the Diablo Assets its assets or the conduct of the Diablo Business its business as now conducted and which, if not obtained and maintained, would, individually or in the aggregate, have any material adverse effect on DiabloATS. None of the ATSI's Governmental Authorizations listed in Section 3.7(a) which is material to the ownership and operation of ATSI's assets or the Diablo Disclosure Schedule conduct of ATSI's business is subject to any restriction or condition which would limit in any material respect the ownership or operations of the Diablo Assets ATSI's assets or the conduct of the Diablo Business ATSI 's business as currently conducted, except for restrictions and conditions (i) generally applicable to Governmental Authorizations of such type, and (ii) that would not, individually or in the aggregate, have a material adverse effect on ATS. The ATSI's Governmental Authorizations listed in Section 3.7(a) which are material to the ownership and operation of ATSI's assets or the Diablo Disclosure Schedule conduct of ATSI's business 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 ATSI or its officers, directors, employees or agents, and the ownership or operation of the Diablo Assets ATSI's assets or the conduct of the Diablo Business ATSI's business are in accordance in all material respects with the Governmental Authorizations. To Diablo's knowledge, all All material reports, forms and statements required to be filed by Diablo ATSI with all Authorities with respect to the Diablo Business ATSI's business have been filed and are true, complete and accurate in all material respects. No such Governmental Authorization which is material to the ownership and operation of ATSI's assets or the conduct of ATSI's business is the subject of any pending or, to DiabloATSI's knowledge, threatened challenge or proceeding to revoke or terminate any such Governmental Authorization. Diablo ATSI has no reason to believe that any such Governmental Authorization would not be renewed in the name of Diablo ATSI by the granting Authority in the ordinary course. (b) Except as otherwise specifically described in Section 3.7(b) of the Diablo Disclosure ScheduleATS Information Statement, neither Diablo ATS or ATSI nor any director or officer thereof (in connection with the ownership or operation of the Diablo Assets ATSI's assets or the conduct of the Diablo BusinessATSI's business) is in or is charged by any Authority with or, to Diablo's knowledge, at any time since January 1, 1993 has been in or has been charged by any Authority with, or, to Diablo'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 Governmental Authorization or any Applicable Law relating to the ownership and operation of the Diablo Assets ATSI's assets or the conduct of ATSI's business which, if determined adversely, individually or in the Diablo Businessaggregate, would have a material adverse effect on ATSI. In particular, but without limiting the generality of the foregoing, there are no applications, complaints Claims or Legal Actions pending or, to Diablo's ATS' knowledge, threatened before or by any Authority (x) relating to the ownership or operation of the Diablo Assets ATS assets or the conduct of the Diablo Business ATS business which, individually or in the aggregate, are reasonably likely to result in the revocation or termination of any Governmental Authorization or the imposition of any restriction of such a nature as would adversely affect the ownership or operations operation of the Diablo BusinessATS assets or the conduct of the ATS business; (y) involving charges of illegal discrimination by Diablo ATS under any federal or state employment Laws, or (z) involving Environmental Laws or zoning laws, except except, in each case, such applications, Claims or Legal Actions as otherwise specifically described do not and will not have, individually or in Section 3.7(b) of the Diablo Disclosure Scheduleaggregate, any material adverse effect on ATS. (c) Except as otherwise specifically described in Section 3.7(c) of the Diablo Disclosure ScheduleATS Information Statement, no Event exists or has occurred, which, to Diablo's ATS' 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 (i) any Governmental Authorization or any Applicable Law, except or (ii) any material requirement of any insurance carrier, applicable to the ownership or operations of the ATS assets or the conduct of the ATS business, except, in each case, for such breaches, violations or defaults as do not and will not have, individually or in the aggregate, any material adverse effect on Diablo or (ii) any material requirement of any insurance carrier, applicable to the ownership or operations of the Diablo Assets or the conduct of the Diablo BusinessATS. (d) With respect to matters, if any, of a nature referred to in Section 3.7(a), 3.7(b) or 3.7(c) of the Diablo Disclosure Schedule, except as otherwise specifically described in Section 3.7(d) of the Diablo Disclosure Schedule, all such information and matters set forth in Sections 3.7(a), 3.7(b) and 3.7(c) of the Diablo Disclosure Schedule, if adversely determined against Diablo, will not, individually or in the aggregate, have a materially adversely effect on Diablo.

Compliance with Governmental Authorizations and Applicable Law. (a) To DiabloIntrepid's knowledge, Section 3.7(a6.6(a) of the Diablo Intrepid Disclosure Schedule contains a true, complete and accurate description of each Governmental Authorization that is material to the ownership or operation of the Intrepid Assets or the conduct of the Intrepid Business and that is required under Applicable Laws Law (i) to own and operate the Diablo Business, Intrepid Assets and conduct the Intrepid Business as currently conducted or proposed to be conducted on or prior to the Closing Dateconducted, all of which are in full force and effect or (ii) that is necessary to permit Diablo Intrepid 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 Intrepid and its Subsidiaries have obtained all Governmental Authorizations which that are necessary for the ownership or operation of the Diablo Intrepid Assets or the conduct of the Diablo Intrepid Business as now conducted and which, if not obtained and maintained, would, individually or in the aggregate, have any a material adverse effect on DiabloIntrepid. None of the Governmental Authorizations listed in Section 3.7(a6.6(a) of the Diablo Intrepid Disclosure Schedule is subject to any restriction or condition which that would limit in any material respect the ownership or 24 30 operations of the Diablo Intrepid Assets or the conduct of the Diablo Intrepid 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(a6.6(a) of the Diablo Intrepid Disclosure Schedule are valid and in good standing, are in full force and effect and and, to Intrepid's knowledge, are not impaired in any material respect by any act or omission of Diablo Intrepid, its Subsidiaries or its any of their respective officers, directors, employees or agents, and the ownership or and operation of the Diablo Intrepid Assets or and the conduct of the Diablo Intrepid Business are in accordance in all material respects with the Governmental Authorizations. To Diablo's knowledge, all All material reports, forms and statements required to be filed by Diablo Intrepid and its Subsidiaries with all Authorities and Self-Regulatory Organizations with respect to the Diablo Intrepid Business have been filed and are true, complete and accurate in all material respects. No To Intrepid's knowledge, no such Governmental Authorization currently held by Intrepid or any of its Subsidiaries is the subject of any pending or, to DiabloIntrepid's knowledge, threatened challenge or proceeding to revoke or terminate any such Governmental AuthorizationAuthorization that, individually or in the aggregate, if revoked or terminated, would have a material adverse effect on Intrepid. Diablo Intrepid has no reason to believe that any such Governmental Authorization would will not be renewed in the name of Diablo Intrepid or its Subsidiaries, as the case may be, by the granting Authority in the ordinary course. (b) To Intrepid's knowledge, Intrepid and its Subsidiaries are in compliance with all Applicable Laws, except where such non-compliance, individually or in the aggregate, has not had and is not reasonably likely to have a material adverse effect on Intrepid. Except as otherwise specifically described set forth in Section 3.7(b6.6(b) of the Diablo Intrepid Disclosure Schedule, neither Diablo nor any director Schedule or officer thereof (in connection with ownership or operation of the Diablo Assets or the conduct of the Diablo Business) is in or is charged by any Authority with or, to Diablo's knowledge, at any time since January 1, 1993 has been in or has been charged by any Authority with, or, to Diablo'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 Governmental Authorization or any Applicable Law relating to the ownership and operation of the Diablo Assets or the conduct of the Diablo Business. In particular, but without limiting the generality of the foregoingIntrepid SEC Reports, there are no applications, complaints or Legal Actions of any kind pending or, to Diablo's knowledgethe knowledge of Intrepid, threatened threatened, at law, in equity or before or by any Authority (x) relating or Self-Regulatory Organization against Intrepid or its Subsidiaries. Such disclosed Legal Actions, if determined adversely to the ownership Intrepid or operation of the Diablo Assets or the conduct of the Diablo Business whichits Subsidiaries, individually or in the aggregate, are not reasonably likely to result in the revocation or termination of any Governmental Authorization or the imposition of any restriction of such have a nature as would adversely affect the ownership or operations of the Diablo Business; (y) involving charges of illegal discrimination by Diablo 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 Diablo Disclosure Schedulematerial adverse effect on Intrepid. (c) Except as otherwise specifically described set forth in Section 3.7(c6.6(c) of the Diablo Intrepid Disclosure Schedule, no Event exists Schedule or has occurred, whichin the Intrepid SEC Reports, to DiabloIntrepid's knowledge, constitutes, Intrepid and its Subsidiaries have not received any notification or but for communication from any requirement of giving of notice Authorities or passage of time or both would constitute, such a breach, violation or default, under Self-Regulatory Organizations (i) asserting non-compliance with any Governmental Authorization of the Laws that such Authorities or any Applicable LawSelf-Regulatory Organizations enforce, except for such breaches, violations or defaults as do not and will not have, individually or in the aggregate, any material adverse effect on Diablo or (ii) any material requirement threatening to revoke or condition the continuation of any insurance carrier, applicable to the ownership Private Authorization or operations Governmental Authorization (nor do any grounds for any of the Diablo Assets foregoing exist), (iii) requiring them (or any of their respective directors or controlling Persons) to enter into a cease and desist order, agreement, memorandum of understanding, censure or disciplinary agreement (or requiring the conduct board of the Diablo Businessdirectors thereof to adopt any resolution or policy), or (iv) restricting or disqualifying their respective activities (except for restrictions generally imposed by disqualifying their respective activities) other than for restrictions generally imposed by rule, regulation or administrative policy on brokers or dealers generally. (d) With respect Other than periodic examinations by Self-Regulatory Organizations in the ordinary course, Intrepid is not aware of any pending or threatened investigation, review or disciplinary proceedings by any Authorities or Self-Regulatory Organizations against Intrepid or any Subsidiary of Intrepid or any of their respective officers, directors or employees. (e) To Intrepid's knowledge, neither Intrepid, nor its Subsidiaries, nor any of their respective employees is, and, to mattersIntrepid's knowledge, if anynone of Intrepid's Affiliates or their respective employees are, of subject to a nature referred to "statutory disqualification" (as defined in Section 3.7(a), 3.7(b) or 3.7(c3(a)(39) of the Diablo Disclosure ScheduleExchange Act) or subject to a disqualification that would be a basis for censure, limitations on the activities, functions or operations of, or suspension or revocation of the registration of any broker-dealer Affiliate as a broker-dealer, municipal securities dealer, government securities broker or government securities dealer under Section 15, Section 15B or Section 15C of the Exchange Act, and, to Intrepid's knowledge, there is no reasonable basis for, or proceeding or investigation, whether formal or informal, or whether preliminary or otherwise, that is reasonably likely to result in, any such censure, limitations, suspension or revocation. (f) Neither Intrepid nor any of its Subsidiaries is required to be registered as an investment company, commodity trading advisor, commodity pool operator, futures commission merchant, introducing broker, insurance agent or transfer agent under any federal, state, local or foreign Law. Neither Intrepid nor any its Subsidiaries acts as the "sponsor" of a "broker-dealer trading program", as such terms are defined in rule 17a-23 under the Exchange Act. (g) To Intrepid's knowledge, in the conduct of their respective businesses, neither Intrepid nor any of its Subsidiaries has (i) breached any applicable fiduciary duty under Part 4 of Title I of ERISA which would subject it to liability under Sections 405 or 409 of ERISA or (ii) engaged in a "prohibited transaction" within the meaning of Section 406 of ERISA or Section 4975(c) of the Code which would subject it to liability or Taxes under Sections 409 or 502(I) of ERISA or Section 4975(a) of the Code. (h) Neither Intrepid nor any of its Subsidiaries is subject to any cease and desist, censure or other order issued by, or a party to any written agreement, consent agreement, memorandum of understanding or disciplinary agreement with, or a party to any commitment letter or similar undertaking to, or subject to any order or directive by, or a recipient of any supervisory letter from or adopted any board resolutions at the request of any Authority or Self-Regulatory Organization, or been advised by any Authority or Self-Regulatory Organization that is considering issuing or requesting any such agreement or other action, and Intrepid has no knowledge of any pending or threatened regulatory investigation. (i) To Intrepid's knowledge, except as otherwise specifically described set forth in Section 3.7(d6.6(i) of the Diablo Intrepid Disclosure Schedule, all such information and matters set forth in Sections 3.7(a), 3.7(b) and 3.7(c) of the Diablo Disclosure Schedule, if adversely determined against Diablo, will not, individually Schedule or in the aggregateIntrepid SEC Reports, Intrepid and its Subsidiaries have a materially adversely effect on Diablotimely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that were required to be filed under any applicable law, regulation or rule, with (A) all applicable Authorities and (B) any Self-Regulatory Organization (collectively, the "Intrepid Reports"). To Intrepid's knowledge, as of their respective dates, the Intrepid Reports complied with the applicable statutes, rules, regulations and orders enforced or promulgated by the regulatory authority with which they were filed.

Compliance with Governmental Authorizations and Applicable Law. (a) To Diablosuch Ewinx Xxxreholder's knowledge, Section 3.7(a4.2(a) of the Diablo Disclosure Ewinx Xxxclosure Schedule contains a true, complete and accurate description of each Governmental Authorization that is material to the ownership or operation of the Ewinx Xxxets or the conduct of the Ewinx Xxxiness and that is required under Applicable Laws Law (i) to own and operate the Diablo Business, Ewinx Xxxets and conduct the Ewinx Business as currently conducted or proposed to be conducted on or prior to the Closing Dateconducted, all of which are in full force and effect or (ii) that is necessary to permit Diablo to Ewinx xx 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 Ewinx and its Subsidiaries have obtained all Governmental Authorizations which that are necessary for the ownership or operation of the Diablo Assets Ewinx Xxxets or the conduct of the Diablo Business Ewinx Xxxiness as now conducted and which, if not obtained and maintained, would, individually or in the aggregate, have any a material adverse effect on DiabloEwinx. None Xxne of the Governmental Authorizations listed in Section 3.7(a4.2(a) of the Diablo Disclosure Ewinx Xxxclosure Schedule is subject to any restriction or condition which that would limit in any material respect the ownership or operations of the Diablo Ewinx Assets or the conduct of the Diablo Business Ewinx Xxxiness as currently conducted, except for restrictions and conditions generally applicable to Governmental Authorizations of such type. The Governmental Authorizations listed in Section 3.7(a4.2(a) of the Diablo Disclosure Ewinx Xxxclosure Schedule are valid and in good standing, are in full force and effect and and, to such Ewinx Xxxreholder's knowledge, are not impaired in any material respect by any act or omission of Diablo Ewinx, xxs Subsidiaries or its any of their respective officers, directors, employees or agents, and the ownership or and operation of the Diablo Assets or Ewinx Xxxets and the conduct of the Diablo Business Ewinx Xxxiness are in accordance in all material respects with the Governmental Authorizations. To Diablo's knowledge, all 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 with ownership or operation of the Diablo Assets or the conduct of the Diablo Business) is in or is charged by any Authority with or, to Diablo's knowledge, at any time since January 1, 1993 has been in or has been charged by any Authority with, or, to Diablo'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 Governmental Authorization or any Applicable Law relating to the ownership and operation of the Diablo Assets or the conduct of the Diablo Business. In particular, but without limiting the generality of the foregoing, there are no applications, complaints or Legal Actions pending or, to Diablo's knowledge, threatened before or by any Authority (x) relating to the ownership or operation of the Diablo Assets or the conduct of the Diablo Business which, individually or in the aggregate, are reasonably likely to result in the revocation or termination of any Governmental Authorization or the imposition of any restriction of such a nature as would adversely affect the ownership or operations of the Diablo Business; (y) involving charges of illegal discrimination by Diablo 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 Diablo Disclosure Schedule. (c) Except as otherwise specifically described in Section 3.7(c) of the Diablo Disclosure Schedule, no Event exists or has occurred, which, to Diablo'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 (i) any Governmental Authorization or any Applicable Law, except for such breaches, violations or defaults as do not and will not have, individually or in the aggregate, any material adverse effect on Diablo or (ii) any material requirement of any insurance carrier, applicable to the ownership or operations of the Diablo Assets or the conduct of the Diablo Business. (d) With respect to matters, if any, of a nature referred to in Section 3.7(a), 3.7(b) or 3.7(c) of the Diablo Disclosure Schedule, except as otherwise specifically described in Section 3.7(d) of the Diablo Disclosure Schedule, all such information and matters set forth in Sections 3.7(a), 3.7(b) and 3.7(c) of the Diablo Disclosure Schedule, if adversely determined against Diablo, will not, individually or in the aggregate, have a materially adversely effect on Diablo.and

Compliance with Governmental Authorizations and Applicable Law. (a) To Diablo's knowledge, Section 3.7(a3.6(a)(i) of the Diablo Disclosure Schedule contains a true, complete and accurate description of each Governmental Authorization required under Applicable Laws sets forth (i) to own all of the FCC Authorizations and operate (ii) all other Governmental Authorizations, together with any amendments thereto, in each case held by the Diablo BusinessCompany or any of its Subsidiaries. The Company has provided to, as currently conducted or proposed to be conducted on made available to, Parent or prior to the Closing Dateits legal counsel, all Governmental Authorizations of which the Company and the Company’s Subsidiaries, and any amendments thereto. Except as otherwise shown in Section 3.6(a)(ii) of the Disclosure Schedule, all roaming revenues shown on the Financial Statements are derived, directly or indirectly, from the FCC Authorizations. (b) Except as set forth in Section 3.6(b)(i) of the Disclosure Schedule, the Company and each Subsidiary holds (and is the sole holder of) all Governmental Authorizations, including all FCC Authorizations, required under applicable Law for the lawful conduct of their respective businesses and the Business in the Ordinary Course of Business. Except as set forth in Section 3.6(b)(ii) of the Disclosure Schedule, all such Governmental Authorizations are valid and in full force and effect or (ii) that is necessary to permit Diablo to execute effect, and deliver this Agreement the Company and to perform its obligations hereunder. To Diablo's knowledge, except as otherwise set forth Subsidiaries are in Section 3.7(a) of the Diablo Disclosure Schedule, Diablo has obtained material compliance with all Governmental Authorizations, including without limitation all lighting and marking requirements imposed by the FAA and FCC. All such 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 renewable by their terms or in the aggregate, have Ordinary Course of Business without the need to comply with any material adverse effect on Diabloqualification procedures not generally applicable to holders of such licenses or to pay any amounts other than routine filing and regulatory fees. None of the Governmental FCC Authorizations listed in Section 3.7(a) will be, or could be reasonably expected to be, adversely affected by the consummation of the Diablo Disclosure Schedule is subject to Merger or of any restriction or condition which would limit action taken in any material respect the ownership or operations of the Diablo Assets or the conduct of the Diablo Business as currently conductedconnection therewith. All reports, 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 standingregistrations, 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 reportsfilings, forms and statements required to be filed by Diablo the Company or one of its Subsidiaries with all Authorities Governmental Authorities, including the FCC and the FAA, with respect to the Diablo Business lawful conduct of their respective businesses have been filed filed. Each of such reports, registrations, filings, forms and are truestatements, complete when filed, complied as to form with, and accurate the requirements of, the applicable Governmental Authorities, or in all material respectsthe event of any non-compliance with respect thereto, such non-compliance has been cured prior to the date hereof. All fees, charges, assessments, duties, levies or other payments required to be paid by the Company or any of its Subsidiaries to any Governmental Authority, including the FCC and the FAA, have been paid. No such Governmental Authorization is the subject of any pending or, to Diablo's knowledgeCompany’s Knowledge, threatened challenge or proceeding to revoke or terminate any such Governmental Authorization, or to fine or admonish the Company or one of its Subsidiaries. Diablo has no reason Except as set forth in Section 3.6(b)(iii) of the Disclosure Schedule, none of the FCC Authorizations are subject to believe that being acquired by any such Governmental Authorization would not be renewed in other Person without the name consent of Diablo by the granting Authority in the ordinary courseCompany or one of its Subsidiaries. (bc) Except as set forth in Section 3.6(c) of the Disclosure Schedule, the Company and each of its Subsidiaries is in material compliance with all applicable Laws. Except as otherwise specifically described in Section 3.7(b3.6(c) of the Diablo Disclosure Schedule, neither Diablo the Company nor any director or officer thereof (in connection with ownership or operation of the Diablo Assets or the conduct of the Diablo Business) its Subsidiaries is in or is charged by any Authority with or, to Diablo's knowledge, at any time since January 1, 1993 has been in or has been charged by any Authority with, or, to Diablo'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 Governmental Authorization or any Applicable applicable Law relating to the ownership and operation Company or any of the Diablo Assets Company’s Subsidiaries, nor has any of the Holders, the Company or the conduct of the Diablo Business. In particular, but without limiting the generality of the foregoing, there are no applications, complaints or Legal Actions pending Company’s Subsidiaries received any written or, to Diablo's knowledgeCompany’s Knowledge, threatened before or by any Authority (x) relating to the ownership or operation of the Diablo Assets or the conduct of the Diablo Business which, individually or in the aggregate, are reasonably likely to result in the revocation or termination of oral notice from any Governmental Authorization or the imposition of Authority alleging any restriction of such a nature as would adversely affect the ownership or operations of the Diablo Business; (y) involving charges of illegal discrimination by Diablo 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 Diablo Disclosure Schedule. (c) Except as otherwise specifically described in Section 3.7(c) of the Diablo Disclosure Schedule, no Event exists or has occurred, which, to Diablo'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 (i) any Governmental Authorization or any Applicable Law, except for such breaches, violations or defaults as do not and will not have, individually or in the aggregate, any material adverse effect on Diablo or (ii) any material requirement of any insurance carrier, applicable to the ownership or operations of the Diablo Assets or the conduct of the Diablo Business. (d) With The Company and its Subsidiaries have accurately reported all revenue in compliance with FCC Laws (i) for universal service purposes, and (ii) pertaining to federal funds and regulatory fees, including, but not limited to, telecommunications relay service, local number portability, number administration, and the FCC annual regulatory fee, and have timely paid all amounts due and payable with respect to matters, if any, of a nature referred to all such programs and fees. (e) Except as set forth in Section 3.7(a), 3.7(b) or 3.7(c3.6(e) of the Diablo Disclosure Schedule, except as otherwise specifically described in Section 3.7(d) the operations of the Diablo Disclosure ScheduleCompany and its Subsidiaries (including, without limitation, all such information and matters set forth in Sections 3.7(a), 3.7(bswitches) are fully compliant with the Laws related to the Communications Assistance for Law Enforcement Act of 1994 (CALEA) and 3.7(cE911 regulations in all locations where E911 regulations have been implemented. The switches operated by the Company and its Subsidiaries are CALEA-capable from a software standpoint and are either equipped with all hardware for compliance with current CALEA requirements or deployed in a manner to facilitate CALEA hardware upgrades without significant downtime. (f) The Company and its Subsidiaries: (i) are in compliance with Sections 24.239-253 of the Diablo Disclosure Schedule, if adversely determined against Diablo, will not, individually or FCC Rules; (ii) are not in receipt of any notice of microwave relocation liability; and (iii) know of no set of facts which would give rise to such liability. (g) The Company and its Subsidiaries are in compliance with the aggregate, have a materially adversely effect on DiabloLocal TV Act and all Laws related thereto.

Compliance with Governmental Authorizations and Applicable Law. (a) To Diablo's knowledge, Section 3.7(a4.2(a) of the Diablo Disclosure Ewinx Xxxclosure Schedule contains a true, complete and accurate description of each Governmental Authorization that is material to the ownership or operation of the Ewinx Xxxets or the conduct of the Ewinx Xxxiness and that is required under Applicable Laws Law (i) to own and operate the Diablo Business, Ewinx Assets and conduct the Ewinx Xxxiness as currently conducted or proposed to be conducted on or prior to the Closing Dateconducted, all of which are in full force and effect or (ii) that is necessary to permit Diablo to Ewinx xx 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 Ewinx xxx its Subsidiaries have obtained all Governmental Authorizations which that are necessary for the ownership or operation of the Diablo Assets Ewinx Xxxets or the conduct of the Diablo Business Ewinx Xxxiness as now conducted and which, if not obtained and maintained, would, individually or in the aggregate, have any a material adverse effect on DiabloEwinx. None Xxne of the Governmental Authorizations listed in Section 3.7(a4.2(a) of the Diablo Disclosure Ewinx Xxxclosure Schedule is subject to any restriction or condition which that would limit in any material respect the ownership or operations of the Diablo Assets Ewinx Xxxets or the conduct of the Diablo Business Ewinx Xxxiness as currently conducted, except for restrictions and conditions generally applicable to Governmental Authorizations of such type. The Governmental Authorizations listed in Section 3.7(a4.2(a) of the Diablo Ewinx 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 Ewinx, xxs Subsidiaries or its any of their respective officers, directors, employees or agents, and the ownership or and operation of the Diablo Assets or Ewinx Xxxets and the conduct of the Diablo Business Ewinx Xxxiness are in accordance in all material respects with the Governmental Authorizations. To Diablo's knowledge, all All material reports, forms and statements required to be filed by Diablo Ewinx xxx its Subsidiaries with all Authorities and Self-Regulatory Organizations with respect to the Diablo Business Ewinx Xxxiness have been filed and are true, complete and accurate in all material respects. No such Governmental Authorization currently held by Ewinx or any of its Subsidiaries is the subject of any pending or, to Diablo's knowledgeBishxx'x xxxwledge, threatened challenge or proceeding to revoke or terminate any such Governmental AuthorizationAuthorization that, individually or in the aggregate, if revoked or terminated, would have a material adverse effect on Ewinx. Diablo has Xxshxx xxx no reason to believe that any such Governmental Authorization would will not be renewed in the name of Diablo Ewinx xx its Subsidiaries, as the case may be, by the granting Authority in the ordinary course. (b) Except as otherwise specifically described Ewinx xxx its Subsidiaries are in Section 3.7(b) of the Diablo Disclosure Schedulecompliance with all Applicable Laws, neither Diablo nor any director or officer thereof (in connection with ownership or operation of the Diablo Assets or the conduct of the Diablo Business) is in or is charged by any Authority with or, to Diablo's knowledge, at any time since January 1, 1993 has been in or has been charged by any Authority with, or, to Diablo'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 Governmental Authorization or any Applicable Law relating to the ownership and operation of the Diablo Assets or the conduct of the Diablo Business. In particular, but without limiting the generality of the foregoing, there are no applications, complaints or Legal Actions pending or, to Diablo's knowledge, threatened before or by any Authority (x) relating to the ownership or operation of the Diablo Assets or the conduct of the Diablo Business whichexcept where such non-compliance, individually or in the aggregate, are reasonably likely to result in the revocation or termination of any Governmental Authorization or the imposition of any restriction of such a nature as would adversely affect the ownership or operations of the Diablo Business; (y) involving charges of illegal discrimination by Diablo 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 Diablo Disclosure Schedule. (c) Except as otherwise specifically described in Section 3.7(c) of the Diablo Disclosure Schedule, no Event exists or has occurred, which, to Diablo'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 (i) any Governmental Authorization or any Applicable Law, except for such breaches, violations or defaults as do not had and will not have, individually or in the aggregate, any material adverse effect on Diablo or (ii) any material requirement of any insurance carrier, applicable to the ownership or operations of the Diablo Assets or the conduct of the Diablo Business. (d) With respect to matters, if any, of a nature referred to in Section 3.7(a), 3.7(b) or 3.7(c) of the Diablo Disclosure Schedule, except as otherwise specifically described in Section 3.7(d) of the Diablo Disclosure Schedule, all such information and matters set forth in Sections 3.7(a), 3.7(b) and 3.7(c) of the Diablo Disclosure Schedule, if adversely determined against Diablo, will not, individually or in the aggregate, have a materially adversely effect on Diablo.is

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 ATSI has obtained all Governmental Authorizations which are necessary for the ownership or operation of the Diablo Assets its assets or the conduct of the Diablo Business its business as now conducted and which, if not obtained and maintained, would, individually or in the aggregate, have any material adverse effect on DiabloATS. None of the ATSI's Governmental Authorizations listed in Section 3.7(a) which is material to the ownership and operation of ATSI's assets or the Diablo Disclosure Schedule conduct of ATSI's business is subject to any restriction or condition which would limit in any material respect the ownership or operations of the Diablo Assets ATSI's assets or the conduct of the Diablo Business ATSI 's business as currently conducted, except for restrictions and conditions (i) generally applicable to Governmental Authorizations of such type, and (ii) that would not, individually or in the aggregate, have a material adverse effect on ATS. The ATSI's Governmental Authorizations listed in Section 3.7(a) which are material to the ownership and operation of ATSI's assets or the Diablo Disclosure Schedule conduct of ATSI's business 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 ATSI or its officers, directors, employees or agents, and the ownership or operation of the Diablo Assets ATSI's assets or the conduct of the Diablo Business ATSI's business are in accordance in all material respects with the Governmental Authorizations. To Diablo's knowledge, all All material reports, forms and statements required to be filed by Diablo ATSI with all Authorities with respect to the Diablo Business ATSI's business have been filed and are true, complete and accurate in all material respects. No such Governmental Authorization which is material to the ownership and operation of ATSI's assets or the conduct of ATSI's business is the subject of any pending or, to DiabloATSI's knowledge, threatened challenge or proceeding to revoke or terminate any such Governmental Authorization. Diablo ATSI has no reason to believe that any such Governmental Authorization would not be renewed in the name of Diablo ATSI by the granting Authority in the ordinary course. (b) Except as otherwise specifically described in Section 3.7(b) of the Diablo Disclosure ScheduleATS Information Statement, neither Diablo ATS or ATSI nor any director or officer thereof (in connection with the ownership or operation of the Diablo Assets ATSI's assets or the conduct of the Diablo BusinessATSI's business) is in or is charged by any Authority with or, to Diablo's knowledge, at any time since January 1, 1993 has been in or has been charged by any Authority with, or, to Diablo'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 Governmental Authorization or any Applicable Law relating to the ownership and operation of the Diablo Assets ATSI's assets or the conduct of ATSI's business which, if determined adversely, individually or in the Diablo Businessaggregate, would have a material adverse effect on ATSI. In particular, but without limiting the generality of the foregoing, there are no applications, complaints Claims or Legal Actions pending or, to Diablo's ATS' knowledge, threatened before or by any Authority (x) relating to the ownership or operation of the Diablo Assets ATS assets or the conduct of the Diablo Business ATS business which, individually or in the aggregate, are reasonably likely to result in the revocation or termination of any Governmental Authorization or the imposition of any restriction of such a nature as would adversely affect the ownership or operations of the Diablo Business; (y) involving charges of illegal discrimination by Diablo 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 Diablo Disclosure Schedule. (c) Except as otherwise specifically described in Section 3.7(c) of the Diablo Disclosure Schedule, no Event exists or has occurred, which, to Diablo'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 (i) any Governmental Authorization or any Applicable Law, except for such breaches, violations or defaults as do not and will not have, individually or in the aggregate, any material adverse effect on Diablo or (ii) any material requirement of any insurance carrier, applicable to the ownership or operations of the Diablo Assets or the conduct of the Diablo Business. (d) With respect to matters, if any, of a nature referred to in Section 3.7(a), 3.7(b) or 3.7(c) of the Diablo Disclosure Schedule, except as otherwise specifically described in Section 3.7(d) of the Diablo Disclosure Schedule, all such information and matters set forth in Sections 3.7(a), 3.7(b) and 3.7(c) of the Diablo Disclosure Schedule, if adversely determined against Diablo, will not, individually or in the aggregate, have a materially adversely effect on Diablo.such

Compliance with Governmental Authorizations and Applicable Law. (a) To Diablo's knowledge, Section 3.7(a) of the Diablo Disclosure Except as set forth on Schedule contains a true, complete and accurate description of each Governmental Authorization required under Applicable Laws (i2.6(a) to own and operate the Diablo BusinessOriginal SPA, as currently conducted or proposed to be conducted on or prior to each Drive Entity by 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 Date will have obtained all Governmental Authorizations which that are necessary or advisable for the ownership or operation of the Diablo Assets assets and property of Drive Entities or the conduct of the Diablo Business business and operations of the Drive Entities as now conducted by Auto and which, if not obtained and maintained, would, individually or in proposed to be conducted after the aggregate, have any material adverse effect on DiabloClosing Date by Drive. None of the any Auto Entity's Governmental Authorizations listed in Section 3.7(ais (and none of any Drive Entity's Governmental Authorities will be) of the Diablo Disclosure Schedule is subject to any restriction or condition which that would limit in any material respect the ownership or operations of the Diablo Assets assets and property of the Auto Entities (or, after the Closing, the Drive Entities) or the conduct of the Diablo Business business and operations of the Auto Entities (or, after the Closing, the Drive Entities), as currently conductedconducted by Auto and proposed to be conducted by Drive, except for restrictions and conditions generally applicable to Governmental Authorizations of such type. The Each of the Auto Entities' Governmental Authorizations listed in Section 3.7(a) are (and, upon Acquisition Effectiveness, each of the Diablo Disclosure Drive Entities' Governmental Authorizations, except those listed on Schedule are 2.6(a) to the Original SPA, will be) 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 any Auto Entity or its Drive Entity or any of their respective officers, directors, employees or or, to the Relevant Entities' knowledge, their respective agents, and the ownership or and operation of the Diablo Assets or assets and property of the Auto Entities (and, after Acquisition Effectiveness, the Drive Entities), and the conduct of the Diablo Business business and operations of the Auto Entities as currently conducted and the conduct of the business and operations of the Drive Entities as currently conducted by the Auto Entities and proposed to be conducted by the Drive Entities, are in accordance in all material respects with the Governmental Authorizations. To Diablo's knowledge, all All material reports, forms and statements required to be filed by Diablo the Auto Entities 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 in favor of any of the Auto Entities or any of the Drive Entities is the subject of any pending (or, to Diablo's the Relevant Entities' knowledge, threatened threatened) challenge or proceeding to revoke or terminate any such Governmental Authorization. Diablo No Relevant Entity has no any reason to believe that any such Governmental Authorization would will not be renewed in the name of Diablo Auto (if requested) or reissued (at reasonable cost and without significant restriction) in the name of Drive by the granting Authority in the ordinary course. With respect to each Governmental Authorization listed on Schedule 2.6(a) to the Original SPA, no Relevant Party has any reason not to expect that such Governmental Authorizations, satisfactory in form and substance to the Relevant Entities, will not be duly issued to the appropriate Drive Entity, at reasonable cost, (A) on or within 30 Business Days with respect to material A-4 Governmental Authorizations, and (B) on or within 120 Business Days with respect to immaterial Governmental Authorizations, after Acquisition Effectiveness (or such later date specified alongside such permit's description on said schedule). (b) Except as otherwise specifically described in Section 3.7(b) of the Diablo Disclosure ScheduleNo Auto Entity is in, neither Diablo nor any director or officer thereof (in connection with ownership or operation of the Diablo Assets or the conduct of the Diablo Business) is in or is charged by any Authority with or, to Diablo's knowledge, at any time since January 1, 1993 has been in or has been charged by any Authority with, or, to Diablo's knowledgethe knowledge of the FC Parties and the Auto Entities, 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 Governmental Authorization or any Applicable Law relating to the ownership and operation of the Diablo Assets assets and property of the Auto Entities or the conduct of the Diablo Business. In particular, but without limiting the generality of the foregoing, there are no applications, complaints or Legal Actions pending or, to Diablo's knowledge, threatened before or by any Authority (x) relating to the ownership or operation of the Diablo Assets or the conduct of the Diablo Business which, individually or in the aggregate, are reasonably likely to result in the revocation or termination of any Governmental Authorization or the imposition of any restriction of such a nature as would adversely affect the ownership business or operations of the Diablo Business; (y) involving charges of illegal discrimination by Diablo 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 Diablo Disclosure Schedule. (c) Except as otherwise specifically described in Section 3.7(c) of the Diablo Disclosure Schedule, no Auto Entities. No Event exists or has occurred, which, to Diablo's knowledge, 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, default under (i) any Governmental Authorization or any Applicable Law, . (c) Except as set forth in Schedule 2.6(c) to the Original SPA (and except for Legal Actions involving collection efforts, repossessions, foreclosures, bankruptcy actions of obligors under retail installment sales contracts owned by an Auto Entity, related counterclaims and like litigation), there are no Legal Actions of any kind pending or, to the knowledge of the FC Parties and the Auto Entities, threatened at Law, in equity or before any Authority, against any of the Relevant Entities or any of their respective officers or directors, relating to the assets or property of any of the Auto Entities or Drive Entities or the conduct of the business or operations or proposed business or operations of any of the Auto Entities or Drive Entities. No such breachesLegal Action (whether listed on said schedule or excluded by virtue of the foregoing parenthetical or otherwise), violations or defaults as do not and if determined adversely to the relevant Relevant Entity, will not have, (individually or in the aggregate, any ) have a material adverse effect on Diablo or (ii) any material requirement of any insurance carrier, applicable to the ownership or operations of the Diablo Assets Auto Entities or the conduct of the Diablo BusinessDrive Entities. (d) With respect to mattersNo notification to, if anyfiling with or consent from the Department of Justice or the Federal Trade Commission or any other Authority is required by any Relevant Entity in connection with the Acquisition, of a nature referred to in Section 3.7(a), 3.7(b) or 3.7(c) the sale of the Diablo Disclosure Schedule, except as otherwise specifically described in Section 3.7(d) Subject Securities or any of the Diablo Disclosure Scheduleother transactions contemplated by the Original SPA or the other Related Documents (other than a filing with the SEC on Form 10-Q, all such information and matters set forth in Sections 3.7(aForm 8-K or a similar form), 3.7(b) and 3.7(c) of the Diablo Disclosure Schedule, if adversely determined against Diablo, will not, individually or in the aggregate, have a materially adversely effect on Diablo.