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

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

Compliance with Governmental Authorizations and Applicable Law. (a) ATC Section 4.6(a) of the Target Disclosure Schedule contains a true, complete and accurate description of each Governmental Authorization required under Applicable Law (i) to own and operate the Target Assets and conduct the Target Business, as currently conducted or proposed to be conducted on or prior to the Closing Date, which, individually or in the aggregate, is material to Target. Target has obtained all Governmental Authorizations that are necessary for the ownership or operation of the Target Assets or the conduct of the Target Business as now conducted and which, if not obtained and maintained, would, individually or in the aggregate, have a Material Adverse Effect on Target, all of which are valid and in good standing and in full force and effect, with such exceptions as, individually or in the aggregate, have not had and will not have a Material Adverse Effect on Target. None of the Governmental Authorizations listed in Section 4.6(a) of the Target Disclosure Schedule is subject to any restriction or condition that would limit in any material respect the ownership or operations of the Target Assets or the conduct of the Target Business as currently conducted, except for restrictions and conditions generally applicable to Governmental Authorizations of such type and such exceptions as, individually or in the aggregate, have not had and will not have a Material Adverse Effect on Target. The conduct of the Target Business is in accordance with the Governmental Authorizations, except for such noncompliances as, individually or in the aggregate, have not had and will not have a Material Adverse Effect on Target. No such Governmental Authorization is the subject of any pending or, to Target's knowledge, threatened challenge or proceeding to revoke or terminate any such Governmental Authorization. (b) Except as otherwise specifically set forth in Section 4.6(b) of the Target Disclosure Schedule, Target has conducted its Subsidiaries have conducted their respective businesses business and owned and operated their respective its property and assets in accordance with all Applicable Laws and Governmental Authorizations, except for such breaches, violations and defaults as, individually or in the aggregate, have not had and will not have a Material Adverse Effect on ATCTarget. Neither ATC nor any Except as otherwise specifically described in Section 4.6(b) of its Subsidiaries the Target Disclosure Schedule, Target is in, or not in and is not charged by any Authority with, orand, to ATCTarget's knowledge, is not threatened or under investigation by any Authority with respect to, any breach or violation of, or default in the performance, observance or fulfillment of, any Applicable Law relating to the ownership and operation of their respective assets the Target Assets or the conduct of their respective businesses the Target Business which, individually or in the aggregate, has had or will have a Material Adverse Effect on ATCTarget. No Except as otherwise specifically described in Section 4.6(b) of the Target Disclosure Schedule, to Target's knowledge, no Event exists or has occurred occurred, as of the date of this Agreement, which constitutes, or but for any requirement of giving of notice or passage of time or both would constitute, such a breach, violation or default, under any Governmental Authorization or any Applicable Law, except for such breaches, violations or defaults as, individually or in the aggregate, have not had and will not have a Material Adverse Effect on ATC. (bTarget. With respect to matters, if any, of a nature referred to in Section 4.6(b) ATC or one of its Subsidiaries has obtained all Governmental Authorizations that are necessary for the ownership or operation of the assets of ATC and its Subsidiaries or the conduct Target Disclosure Schedule, except as otherwise specifically described in Section 4.6(b) of the business of ATC Target Disclosure Schedule, all such information and its Subsidiaries as now conducted and whichmatters set forth in the Target Disclosure Schedule, if not obtained and maintained, wouldadversely determined against Target, individually or in the aggregate, have a Material Adverse Effect on ATC, all of which are valid and in good standing and in full force and effect, with such exceptions as, individually or in the aggregate, have not had and will not have a Material Adverse Effect on ATC. None of such Governmental Authorizations is subject to any restriction or condition that would limit in any material respect the ownership or operations of the assets of ATC and its Subsidiaries or the conduct of the business of ATC and its Subsidiaries as currently conducted, except for restrictions and conditions generally applicable to Governmental Authorizations of such type and such exceptions as, individually or in the aggregate, have not had and will not have a Material Adverse Effect on ATC. The conduct of the business of ATC and its Subsidiaries is in accordance with the Governmental Authorizations, except for such noncompliances as, individually or in the aggregate, have not had and will not have a Material Adverse Effect on ATC. No such Governmental Authorization is the subject of any pending or, to ATC's knowledge, threatened challenge or proceeding to revoke or terminate any such Governmental AuthorizationTarget. (c) There As of the date of this Agreement, there are no Legal Actions of any kind pending or, to the knowledge of ATCTarget, threatened at law, in equity or before any Authority against ATC Target or any of its Subsidiaries or the officers or directors of any thereof relating to the ownership or operation of their respective assets the Target Assets or the conduct of their respective businesses whichthe Target Business, which if determined adversely to ATC or its SubsidiariesTarget, individually or in the aggregate, will have a Material Adverse Effect on ATCTarget.

Compliance with Governmental Authorizations and Applicable Law. (a) ATC and its Subsidiaries Except as set forth on Section 4.5(a) of the Disclosure Schedule, all of the Tower Structures have conducted their respective businesses and owned been constructed and operated their respective property and assets in accordance with all Applicable Laws and Governmental Authorizations, except for such breaches, violations and defaults as, individually or in the aggregate, have not had and will would not have a Material Adverse Effect Effect. Except as set forth on ATCSection 4.5 of the Disclosure Schedule, the Company and its Subsidiaries hold all Governmental Authorizations required under applicable Law for the lawful conduct of their respective businesses in the Ordinary Course of Business, except as, individually or in the aggregate, would not have a Material Adverse Effect. Neither ATC Except as set forth on Section 4.5(a) of the Disclosure Schedule, all such material Governmental Authorizations are valid and in full force and effect, and neither the Company nor any of its Subsidiaries is inor has been since January 1, 2009, in breach or violation of any such Governmental Authorizations, except for such failure to be in full force and effect or such breach or violation as, individually or in the aggregate, would not have a Material Adverse Effect. Except as set forth on Section 4.5(a) of the Disclosure Schedule, all reports, registrations, filings, forms and statements required to be filed by the Company or any of its Subsidiaries with all Authorities with respect to the lawful conduct of their respective businesses have been filed, except where the failure to do so, individually or in the aggregate, would not have a Material Adverse Effect. Except as set forth on Section 4.5(a) of the Disclosure Schedule, each of such reports, registrations, filings, forms and statements, when filed, complied in all respects as to form with, and the requirements of, the applicable Authorities, or in the event of any such non-compliance, such non-compliance has been cured prior to the date hereof, except where such non-compliance, individually or in the aggregate, would not have a Material Adverse Effect. Except as set forth on Section 4.5(a) of the Disclosure Schedule, no such material Governmental Authorization is charged by the subject of any Authority with, pending or, to ATC's knowledgethe Knowledge of the Company, is threatened challenge or under investigation proceeding to revoke, terminate, suspend, cancel or nonrenewal by any such Governmental Authorization, or to fine or admonish the Company or one of its Subsidiaries, except where such revocation, termination, suspension, cancellation or nonrenewal, individually or in the aggregate, would not have a Material Adverse Effect. (b) Except as set forth on Section 4.5(b) of the Disclosure Schedule, each of the Company and each of its Subsidiaries is in compliance with all applicable Laws in all material respects. Except as would not, individually or in the aggregate, have a Material Adverse Effect, none of the Sellers, the Company nor any of its Subsidiaries has received any written or, to the Knowledge of the Company, oral notice from any Authority with respect to, any (i) alleging breach or violation of, or default in the performance, observance or fulfillment of, any Applicable applicable Law relating to the ownership and operation of their respective assets or the conduct of their respective businesses which, individually or in the aggregate, has had or will have a Material Adverse Effect on ATC. No Event exists or has occurred which constitutes, or but for any requirement of giving of notice or passage of time or both would constitute, such a breach, violation or default, under any Governmental Authorization Company or any Applicable Lawof the Company’s Subsidiaries, except for such breaches, violations (ii) to the effect that any of the assets of the Company or defaults as, individually or in the aggregate, have not had and will not have a Material Adverse Effect on ATC. (b) ATC or one of its Subsidiaries has obtained all (A) lack any necessary Governmental Authorizations that are Authorizations, (B) lack any approvals under zoning laws necessary for the ownership or operation of the assets of ATC and its Subsidiaries or the conduct of the business of ATC and its Subsidiaries as now conducted and which, if not obtained and maintained, would, individually or in the aggregate, have a Material Adverse Effect on ATC, all of which are valid and in good standing and in full force and effect, with such exceptions as, individually or in the aggregate, have not had and will not have a Material Adverse Effect on ATC. None of such Governmental Authorizations is subject to any restriction or condition that would limit in any material respect the ownership or operations of the assets of ATC and its Subsidiaries or the conduct of the business of ATC and its Subsidiaries as currently conducted, except for restrictions and conditions generally applicable to Governmental Authorizations of such type and such exceptions as, individually or in the aggregate, have not had and will not have a Material Adverse Effect on ATC. The conduct of the business of ATC and its Subsidiaries is in accordance with the Governmental Authorizations, except for such noncompliances as, individually or in the aggregate, have not had and will not have a Material Adverse Effect on ATC. No such Governmental Authorization is the subject of any pending or, to ATC's knowledge, threatened challenge or proceeding to revoke or terminate any such Governmental Authorization. (c) There are no Legal Actions of any kind pending or, to the knowledge of ATC, threatened at law, in equity or before any Authority against ATC or any of its Subsidiaries or the officers or directors of any thereof relating to the ownership or operation of their respective assets or the conduct of their respective businesses which, if determined adversely to ATC Company or its Subsidiaries, individually or (C) fails to meet industry, building or engineering standards, except in each case where such matter has been cured prior to the aggregatedate hereof; or (iii) regarding any actual, will have a Material Adverse Effect on ATCalleged, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Governmental Authorization.

Compliance with Governmental Authorizations and Applicable Law. (a1) ATC Section 4.6(a) of the Target Disclosure Schedule contains a true, complete and accurate description of each Governmental Authorization required under Applicable Law (i) to own and operate the Target Assets and conduct the Target Business, as currently conducted or proposed to be conducted on or prior to the Closing Date, or (ii) that is necessary to permit Target to execute and deliver this Agreement and to perform its Subsidiaries obligations hereunder, except those Governmental Authorizations the failure of which to obtain would not reasonably be expected to have a Material Adverse Effect on Target or the Target Assets. Target has obtained all Governmental Authorizations that are necessary for the ownership or operation of the Target Assets or the conduct of the Target Business as now conducted their respective businesses and which, if not obtained and maintained, could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Target or the Target Assets. Except as described in Section 4.6(a) of the Target Disclosure Schedule, none of the Governmental Authorizations listed in Section 4.6(a) of the Target Disclosure Schedule is subject to any restriction or condition that could limit in any respect the ownership or operations of the Target Assets or the conduct of the Target Business as currently conducted, except for restrictions and conditions generally applicable to Governmental Authorizations of such type and except for such restrictions which do not or will not in the aggregate reasonably be expected to have a Material Adverse Effect on Target or the Target Assets. Except as described in Section 4.6(a) of the Target Disclosure Schedule, the Governmental Authorizations listed in Section 4.6(a) of the Target Disclosure Schedule are valid and in good standing, are in full force and effect and are not impaired in any respect by any act or omission of Target or its officers, directors, employees or agents, and the ownership and operation of the Target Assets and the conduct of the Target Business are in accordanc in all respects with the Governmental Authorizations, except where (i) the failure of any such Governmental Authorization to be valid, in good standing and in full force and effect or (ii) any such impairment of such Governmental Authorizations by any act or omission of Target or its officers, directors, employees or agents, would not reasonably be expected to have a Material Adverse Effect on Target or the Target Assets. All material reports, forms and statements required to be filed by Target with all Authorities with respect to the Target Business have been filed and are true, complete and accurate in all respects, except where the failure to be true, complete and accurate would not reasonably be expected to have a Material Adverse Effect on Target or the Target Assets. No such Governmental Authorization is the subject of any pending or, to Target's knowledge, threatened challenge or proceeding to revoke or terminate any such Governmental Authorization. (2) Except as otherwise specifically set forth in Section 4.6(b) of the Target Disclosure Schedule, since December 24, 1998 (and, to Target's knowledge, from January 1, 1997 through December 23, 1998), Target has conducted its business and owned and operated their respective its property and assets in accordance with all Applicable Laws (excluding Environmental Laws) and Governmental Authorizations, except for such breaches, violations and defaults as, individually or in the aggregate, have not had and will not reasonably be expected to have a Material Adverse Effect on ATCTarget or the Target Assets. Neither ATC nor any Except as otherwise specifically described in Section 4.6(b) of its Subsidiaries the Target Disclosure Schedule, Target is in, or not in and is not charged by any Authority with, orand, to ATCTarget's knowledge, is not threatened or under investigation by any Authority with respect to, any breach or violation of, or default in the performance, observance or fulfillment of, any Applicable Law relating to the ownership and operation of their respective assets the Target Assets or the conduct of their respective businesses the Target Business which, individually or in the aggregate, has had or will reasonably be expected to have a Material Adverse Effect on ATCTarget or the Target Assets. No Except as otherwise specifically described in Section 4.6(b) of the Target Disclosure Schedule, to Target's knowledge, no Event exists or has occurred occurred, which constitutes, or but for any requirement of giving of notice or passage of time or both would constitute, such a breach, violation or default, under any Governmental Authorization or any Applicable Law, except for such breaches, violations or defaults as, individually or in the aggregate, have not had and will not reasonably be expected to have a Material Adverse Effect on ATC. (bTarget or the Target Assets. With respect to matters, if any, of a nature referred to in Section 4.6(b) ATC or one of its Subsidiaries has obtained all Governmental Authorizations that are necessary for the ownership or operation of the assets of ATC and its Subsidiaries or the conduct Target Disclosure Schedule, except as otherwise specifically described in Section 4.6(b) of the business of ATC Target Disclosure Schedule, all such information and its Subsidiaries as now conducted and whichmatters set forth in the Target Disclosure Schedule, if not obtained and maintained, wouldadversely determined against Target, individually or in the aggregate, will not reasonably be expected to have a Material Adverse Effect on ATC, all of which are valid and in good standing and in full force and effect, with such exceptions as, individually or in the aggregate, have not had and will not have a Material Adverse Effect on ATC. None of such Governmental Authorizations is subject to any restriction or condition that would limit in any material respect the ownership or operations of the assets of ATC and its Subsidiaries Target or the conduct of the business of ATC and its Subsidiaries as currently conducted, except for restrictions and conditions generally applicable to Governmental Authorizations of such type and such exceptions as, individually or in the aggregate, have not had and will not have a Material Adverse Effect on ATC. The conduct of the business of ATC and its Subsidiaries is in accordance with the Governmental Authorizations, except for such noncompliances as, individually or in the aggregate, have not had and will not have a Material Adverse Effect on ATC. No such Governmental Authorization is the subject of any pending or, to ATC's knowledge, threatened challenge or proceeding to revoke or terminate any such Governmental AuthorizationTarget Assets. (c3) There Except as set forth in Section 4.6(c) of the Target Disclosure Schedule, there are no Legal Actions of any kind pending or, to Target's knowledge, threatened, and, to Target's knowledge, there have not been any Legal Actions during the knowledge of ATCpast three years, threatened at lawLaw, in equity or before any Authority against ATC Target or any of its Subsidiaries or the officers or directors of any thereof relating to the ownership or operation of their respective assets the Target Assets or the conduct of their respective businesses whichthe Target Business. Except as set forth in Section 4.6(c) of the Target Disclosure Schedule, such disclosed Legal Actions, if determined adversely to ATC or its SubsidiariesTarget, individually or in the aggregate, will not reasonably be expected to have a Material Adverse Effect on ATCTarget or the Target Assets.

Compliance with Governmental Authorizations and Applicable Law. (a) ATC Section 5.10(a) of the Parent Disclosure Schedule contains a description or disclosure of or reference to: (i) all Legal Actions which are pending or, to Parent's knowledge, threatened or contemplated against, and its Subsidiaries have conducted their respective businesses and owned and operated their respective property and assets which in accordance with all Applicable Laws and any manner relate Adversely to, Parent; and (ii) each Governmental Authorizations, except for such breaches, violations and defaults as, individually Authorization to which Parent or in the aggregate, have not had and will not have a Material Adverse Effect on ATC. Neither ATC nor any of its Subsidiaries is insubject and which is material to the business, operations, properties, prospects, condition (financial or other), or results of operations of Parent and its Subsidiaries, all of which are in full force and effect. (b) Parent or a Subsidiary of Parent has obtained all Governmental Authorizations which are necessary for the ownership or uses of its properties and the conduct of its business as now conducted or as presently proposed to be conducted by Parent or such Subsidiary or which, if not obtained and maintained, could singly or in the aggregate have any Adverse Effect on Parent. No Governmental Authorization is the subject of any pending or, to Parent's knowledge, threatened attack, revocation or termination. Neither Parent nor any Subsidiary of Parent is or at any time since March 15, 1998 has been, or is or has during such time been charged by any Authority with, or, or to ATCParent's knowledge, knowledge is threatened or under investigation by any Authority with respect to, any breach or violation of, or default in the performance, observance or fulfillment of, any Applicable Law relating to the ownership and operation of their respective assets or the conduct of their respective businesses which, individually or in the aggregate, has had or will have a Material Adverse Effect on ATC. No Event exists or has occurred which constitutes, or but for any requirement of giving of notice or passage of time or both would constitute, such a breach, violation or default, under any Governmental Authorization or any Applicable Law, except (i) for such breaches, violations or defaults as, individually or as do not have in the aggregate, have not had and will not have a Material aggregate any Adverse Effect on ATC. Parent or (bii) ATC or one of its Subsidiaries has obtained all Governmental Authorizations that are necessary for the ownership or operation as otherwise described in Section 5.10(b) of the assets of ATC and its Subsidiaries or the conduct of the business of ATC and its Subsidiaries as now conducted and which, if not obtained and maintained, would, individually or in the aggregate, have a Material Adverse Effect on ATC, all of which are valid and in good standing and in full force and effect, with such exceptions as, individually or in the aggregate, have not had and will not have a Material Adverse Effect on ATC. None of such Governmental Authorizations is subject to any restriction or condition that would limit in any material respect the ownership or operations of the assets of ATC and its Subsidiaries or the conduct of the business of ATC and its Subsidiaries as currently conducted, except for restrictions and conditions generally applicable to Governmental Authorizations of such type and such exceptions as, individually or in the aggregate, have not had and will not have a Material Adverse Effect on ATC. The conduct of the business of ATC and its Subsidiaries is in accordance with the Governmental Authorizations, except for such noncompliances as, individually or in the aggregate, have not had and will not have a Material Adverse Effect on ATC. No such Governmental Authorization is the subject of any pending or, to ATC's knowledge, threatened challenge or proceeding to revoke or terminate any such Governmental AuthorizationParent Disclosure Schedule. (c) There Except as set forth in Section 5.10(c) of the Parent Disclosure Schedule, Parent and its Subsidiaries, and the conduct and operation of their respective businesses, are no Legal Actions of any kind pending or, in compliance with all Applicable Laws which (i) affect or relate to this Agreement or the knowledge of ATC, threatened at law, in equity Transactions or before any Authority against ATC (ii) are applicable to Parent or any of its Subsidiaries or the officers or directors of any thereof relating to the ownership or operation of their respective assets businesses, except for any violation of, or the conduct of their respective businesses whichdefault under, if determined adversely any Applicable Law which would not reasonably be expected to ATC or its Subsidiaries, individually or in the aggregate, will have a Material an Adverse Effect on ATCParent.

Compliance with Governmental Authorizations and Applicable Law. (a) ATC Each Buyer has obtained all other Governmental Authorizations which are necessary for the ownership or uses of its properties and the conduct of its Subsidiaries have business as now conducted their respective businesses or as presently proposed to be conducted and owned which, if not obtained and operated their respective property and assets in accordance with all Applicable Laws and Governmental Authorizationsmaintained, except for such breaches, violations and defaults as, individually would singly or in the aggregate, have any material adverse affect on such Buyer and its subsidiaries taken as a whole. No other Governmental Authorization is subject of any pending or, to Buyers' knowledge, information and belief; threatened challenge or proceeding to revoke or terminate any such Governmental Authorization. Buyers' have no reason to believe that any other Governmental Authorization would not had and will not have a Material Adverse Effect on ATC. be renewed in the name of Buyer by the granting Authority in the ordinary course. (b) Neither ATC Buyer nor any officer or director (in connection with the business, operations and properties of its Subsidiaries such Buyer) is in, in or is charged by any Authority with, with or, to ATCBuyer's knowledge, information and belief; at any time since its organization has been in or has been charged with, or is threatened or under investigation by any Authority with respect to, any breach or violation of, ; or default in the performance, observance or fulfillment of, ; any Governmental Authorization or any Applicable Law relating to the ownership Law, and operation of their respective assets or the conduct of their respective businesses which, individually or in the aggregate, has had or will have a Material Adverse Effect on ATC. No Event no event exists or has occurred occurred, which constitutes, or but for any requirement of giving of notice or passage of time or both would constitute, such a breach, violation or default, under under: (i) any Governmental Authorization or any Applicable Law, except for such breaches, violations or defaults as, individually or in the aggregate, have as do not had and will not have in the aggregate any material adverse affect on Buyers taken as a Material Adverse Effect on ATC.whole or the ability of Buyers to perform any of the obligations set forth in this Agreement or any Collateral Agreement or to consummate the Transactions, or (bii) ATC or one any requirement of its Subsidiaries has obtained all Governmental Authorizations that are necessary for the ownership or operation of the assets of ATC and its Subsidiaries or the conduct of the business of ATC and its Subsidiaries as now conducted and whichany insurance carrier, if not obtained and maintained, would, individually or in the aggregate, have a Material Adverse Effect on ATC, all of which are valid and in good standing and in full force and effect, with such exceptions as, individually or in the aggregate, have not had and will not have a Material Adverse Effect on ATC. None of such Governmental Authorizations is subject to any restriction or condition that would limit in any material respect the ownership or operations of the assets of ATC and its Subsidiaries or the conduct of the business of ATC and its Subsidiaries as currently conducted, except for restrictions and conditions generally applicable to Governmental Authorizations of such type and such exceptions asits business, individually operations or in the aggregate, have not had and will not have a Material Adverse Effect on ATC. The conduct of the business of ATC and its Subsidiaries is in accordance with the Governmental Authorizations, except for such noncompliances as, individually or in the aggregate, have not had and will not have a Material Adverse Effect on ATC. No such Governmental Authorization is the subject of any pending or, to ATC's knowledge, threatened challenge or proceeding to revoke or terminate any such Governmental Authorizationproperties. (c) There are no Legal Actions of any kind pending or, to the knowledge of ATC, threatened at law, in equity or before any Authority against ATC or any of its Subsidiaries or the officers or directors of any thereof relating to the ownership or operation of their respective assets or the conduct of their respective businesses which, if determined adversely to ATC or its Subsidiaries, individually or in the aggregate, will have a Material Adverse Effect on ATC.