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

Compliance with Governmental Authorizations and Applicable Law. (a) Section 3.7(a) of the Evergreen Disclosure Schedule contains a description of: (i) all Legal Actions pending or, to Evergreen's knowledge, information and belief, is threatened against any Evergreen Party with respect to the operation or ownership of any of the Evergreen Assets or the conduct of the business of any of the Evergreen Stations; (ii) all Claims and Legal Actions pending or, to Evergreen's knowledge, information and belief, threatened against any Evergreen Party with respect to the operation or ownership of any of the Evergreen Assets or the conduct of the business of any of the Evergreen Stations which, individually or in the aggregate, are reasonably likely to result in the revocation or termination of any of the Evergreen FCC Licenses or the imposition of any restriction of such a nature as would Adversely affect the ownership or operations of any of the Evergreen Stations; in particular, but without limiting the generality of the foregoing, there are no applications, complaints or Legal Actions pending or, to Evergreen's knowledge, information and belief, threatened (x) before the FCC relating to the ownership or operations of any of the Evergreen Assets or the conduct of the business of any of the Xxxxxxxxx Xxxxxxxx other than applications, complaints or Legal Actions which affect the radio broadcasting industry generally, or (y) before any Authority involving charges of illegal discrimination by any of the Evergreen Stations under any federal or state employment Laws; and (iii) each Governmental Authorization (including without limitation all FCC Licenses) required under Applicable Laws (x) to own and operate each of the Evergreen Stations, as currently conducted or proposed to be conducted on or prior to the Closing Date, all of which are in full force and effect or (y) that are necessary to permit each Evergreen Party to execute and deliver this Agreement and to perform its obligations hereunder (the "Evergreen Governmental Authorizations"). The Evergreen Parties have delivered to the EZ Parties true and complete copies of the Evergreen Governmental Authorizations (including any and all amendments and other modifications thereto.) (b) The appropriate Evergreen Party is the authorized legal holder of the Evergreen FCC Licenses listed in Section 3.7(a) of the Evergreen Disclosure Schedule, none of which is subject to any restriction or condition which would limit in any respect the operations of any of the Evergreen Stations as currently conducted or proposed to be conducted on or prior to the Closing Date. The Evergreen 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 any Evergreen Party or its officers, directors, employees or agents, and the operation of each of the Evergreen Stations is in accordance in all Material respects with the Evergreen FCC Licenses. The Evergreen Stations are operating in accordance with the Evergreen FCC Licenses, all underlying construction permits and the FCA. Except as disclosed in Section 3.7 of the Evergreen Disclosure Schedule, no application, action or proceeding is pending for the renewal or modification of any Evergreen FCC Licenses and, to Evergreen's knowledge, information and belief, there is not as of the date of this Agreement issued or outstanding any investigation or material complaint against any Evergreen Party at the FCC relating to any Evergreen Station. Except as disclosed in Section 3.7 of the Evergreen 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 Evergreen Station. All fees payable to Authorities pursuant to the FCC Licenses, including FCC annual regulatory fees have been paid and no event has occurred which, individually or in the aggregate, and without the giving of notice or the lapse of time or both, would constitute grounds for revocation thereof or would have a Material Adverse Effect on Evergreen. All Material reports, forms and statements required to be filed by each Evergreen Party with the FCC with respect to each of the Evergreen Stations have been filed and are true, complete and accurate in all Material respects. To the knowledge, information and belief of Evergreen, under the FCA, there are no facts that would disqualify it as the transferee of the control of the EZ Stations. No renewal of any Evergreen FCC License would constitute a major environmental action (as defined in the FCC rules and regulations). The Evergreen Governmental Authorizations comprise all Governmental Authorizations which are necessary for the lawful ownership or operation of the Evergreen Assets or the lawful conduct of the business of each of the Evergreen Stations as now conducted or as presently proposed to be conducted, except for Governmental Authorizations, the failure of which to obtain and maintain, would not individually or in the aggregate, have any Material Adverse Effect on Evergreen. No Evergreen Governmental Authorization is the subject of any pending or, to Evergreen's knowledge, information and belief, threatened challenge or proceeding to revoke or terminate any Evergreen Governmental Authorization. Evergreen has no reason to believe that any Evergreen Governmental Authorization would not be renewed in the name of Evergreen by the granting Authority in the ordinary course. (c) With respect to matters, if any, of a nature referred to in Section 3.7(a) or 3.7(b) of the Evergreen Disclosure Schedule, except as otherwise specifically described in Section 3.7(c) of the Evergreen Disclosure Schedule, all such information and matters set forth in the Evergreen Disclosure Schedule, if adversely determined against Evergreen, will not, in the aggregate, Materially Adversely Affect Evergreen.

Compliance with Governmental Authorizations and Applicable Law. (a) Section 3.7(a) of the Evergreen SFX Disclosure Schedule contains a description of: (i) all Legal Actions pending or, to EvergreenSFX's knowledge, information and belief, is belief threatened against any Evergreen SFX Party with respect to the operation or ownership of any of the Evergreen Future SFX Assets or the conduct of the business of any of the Evergreen StationsFuture SFX Station; (ii) all Claims and Legal Actions pending or, to EvergreenSFX's knowledge, information and belief, threatened against any Evergreen SFX Party with respect to the operation or ownership of any of the Evergreen Future SFX Assets or the conduct of the business of any of the Evergreen Stations Future SFX Station which, individually or in the aggregate, are reasonably likely to result in the revocation or termination of any of the Evergreen FCC Licenses Future SFX License or the imposition of any restriction of such a nature as would Adversely affect the ownership or operations of any of the Evergreen StationsFuture SFX Station; in particular, but without limiting the generality of the foregoing, there are no applications, complaints or Legal Actions pending or, to EvergreenSFX's knowledge, information and belief, threatened (x) before the FCC relating to the ownership or operations of any of the Evergreen Future SFX Assets or the conduct of the business of any of the Xxxxxxxxx Xxxxxxxx Future SFX Station other than applications, complaints or Legal Actions which affect the radio broadcasting industry generally, or (y) before any Authority involving charges of illegal discrimination by any of the Evergreen Stations Future SFX Station under any federal or state employment Laws; and (iii) each Governmental Authorization (including without limitation all FCC Licenses) required under Applicable Laws (x) to own and operate each of the Evergreen StationsFuture SFX Station, as currently conducted or proposed to be conducted on or prior to the Closing Date, all of which are in full force and effect or (y) that are necessary to permit each Evergreen SFX Party to execute and deliver this Agreement and to perform its obligations hereunder (the "Evergreen SFX Governmental Authorizations"). The Evergreen SFX Parties have delivered to the EZ Parties true and complete copies of the Evergreen SFX Governmental Authorizations (including any and all amendments and other modifications thereto).) (b) The appropriate Evergreen SFX Party is will, assuming consummation of the transactions contemplated by the Secret-SFX Agreement, be the authorized legal holder of the Evergreen FCC Licenses Future SFX License listed in Section 3.7(a) of the Evergreen SFX Disclosure Schedule, none of which is will not, assuming such consummation, be subject to any restriction or condition which would limit in any respect the operations of any of the Evergreen Stations Future SFX Station as currently conducted or proposed to be conducted on or prior to the Closing Date. The Evergreen FCC Licenses are Future SFX License is valid and in good standing, are is in full force and effect and are is not impaired in any Material respect by any act or omission of any Evergreen SFX Party or its officers, directors, employees or agents, and the operation of each of the Evergreen Stations Future SFX Station is in accordance in all Material respects with the Evergreen FCC LicensesFuture SFX License. The Evergreen Stations are Future SFX Station is operating in accordance with the Evergreen FCC LicensesFuture SFX License, all underlying construction permits and the FCA. Except as disclosed in Section 3.7 of the Evergreen SFX Disclosure Schedule, no application, action or proceeding is pending for the renewal or modification of any Evergreen FCC Licenses the Future SFX License and, to EvergreenSFX's knowledge, information and belief, there is not as of the date of this Agreement issued or outstanding any investigation or material complaint against any Evergreen SFX Party at the FCC relating to any Evergreen the Future SFX Station. Except as disclosed in Section 3.7 of the Evergreen SFX 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 Evergreen the Future SFX Station. All fees payable to Authorities pursuant to the FCC LicensesFuture SFX License, including FCC annual regulatory fees have been paid and no event has occurred which, individually or in the aggregate, and without the giving of notice or the lapse of time or both, would constitute grounds for revocation thereof or would have a Material Adverse Effect on EvergreenSFX. All Material reports, forms and statements required to be filed by each Evergreen SFX Party with the FCC with respect to each of the Evergreen Stations Future SFX Station have been filed and are true, complete and accurate in all Material respects. To the knowledge, information and belief of EvergreenSFX, under the FCA, there are no facts that would disqualify it as the transferee assignee of the control of the Future EZ StationsStation. No renewal of any Evergreen FCC the Future SFX License would constitute a major environmental action (as defined in the FCC rules and regulations). The Evergreen Governmental Authorizations comprise all Governmental Authorizations which are necessary for the lawful ownership or operation of the Evergreen Future SFX Assets or the lawful conduct of the business of each of the Evergreen Stations Future SFX Station as now conducted or as presently proposed to be conducted, except for Governmental Authorizations, the failure of which to obtain and maintain, would not individually or in the aggregate, have any Material Adverse Effect on EvergreenSFX. No Evergreen SFX Governmental Authorization is the subject of any pending or, to EvergreenSFX's knowledge, information and belief, threatened challenge or proceeding to revoke or terminate any Evergreen SFX Governmental Authorization. Evergreen SFX has no reason to believe that any Evergreen SFX Governmental Authorization would not be renewed in the name of Evergreen SFX by the granting Authority in the ordinary course. (c) With respect to matters, if any, of a nature referred to in Section 3.7(a) or 3.7(b) of the Evergreen SFX Disclosure Schedule, except as otherwise specifically described in Section 3.7(c) of the Evergreen SFX Disclosure Schedule, all such information and matters set forth in the Evergreen SFX Disclosure Schedule, if adversely determined against EvergreenSFX, will not, in the aggregate, Materially Adversely Affect EvergreenSFX.

Compliance with Governmental Authorizations and Applicable Law. (a) Section 3.7(a4.7(a) of the Evergreen EZ Disclosure Schedule contains a description of: (i) all Legal Actions pending or, to EvergreenEZ's knowledge, information and belief, is threatened against any Evergreen EZ Party with respect to the operation or ownership of any of the Evergreen EZ Assets or the conduct of the business of any either of the Evergreen EZ Stations; (ii) all Claims and Legal Actions pending or, to EvergreenEZ's knowledge, information and belief, threatened against any Evergreen EZ Party with respect to the operation or ownership of any of the Evergreen EZ Assets or the conduct of the business of any either of the Evergreen EZ Stations which, individually or in the aggregate, are reasonably likely to result in the revocation or termination of any of the Evergreen EZ FCC Licenses or the imposition of any restriction of such a nature as would Adversely affect the ownership or operations of any either of the Evergreen EZ Stations; in particular, but without limiting the generality of the foregoing, there are no applications, complaints or Legal Actions pending or, to EvergreenEZ's knowledge, information and belief, threatened (x) before the FCC relating to the ownership or operations of any of the Evergreen EZ Assets or the conduct of the business of any either of the Xxxxxxxxx Xxxxxxxx EZ Stations other than applications, complaints or Legal Actions which affect the radio broadcasting industry generally, or (y) before any Authority involving charges of illegal discrimination by any of the Evergreen EZ Stations under any federal or state employment Laws; and (iii) each Governmental Authorization (including without limitation all FCC Licenses) required under Applicable Laws (x) to own and operate each of the Evergreen EZ Stations, as currently conducted or proposed to be conducted on or prior to the Closing Date, all of which are in full force and effect or (y) that are necessary to permit each Evergreen EZ Party to execute and deliver this Agreement and to perform its obligations hereunder (the "Evergreen EZ Governmental Authorizations"). The Evergreen EZ Parties have delivered to the EZ Parties true and complete copies of the Evergreen EZ Governmental Authorizations (including any and all amendments and other modifications thereto.) (b) The appropriate Evergreen EZ Party is the authorized legal holder of the Evergreen EZ FCC Licenses listed in Section 3.7(a4.7(a) of the Evergreen EZ Disclosure Schedule, none of which is subject to any restriction or condition which would limit in any respect the operations of any of the Evergreen EZ Stations as currently conducted or proposed to be conducted on or prior to the Closing Date. The Evergreen EZ 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 any Evergreen EZ Party or its officers, directors, employees or agents, and the operation of each of the Evergreen EZ Stations is in accordance in all Material respects with the Evergreen EZ FCC Licenses. The Evergreen EZ Stations are operating in accordance with the Evergreen EZ FCC Licenses, all underlying construction permits and the FCA. Except as disclosed in Section 3.7 4.7 of the Evergreen EZ Disclosure Schedule, no application, action or proceeding is pending for the renewal or modification of any Evergreen EZ FCC Licenses and, to EvergreenEZ's knowledge, information and belief, there is not as of the date of this Agreement issued or outstanding any investigation or material complaint against any Evergreen EZ Party at the FCC relating to any Evergreen either EZ Station. Except as disclosed in Section 3.7 4.7 of the Evergreen EZ 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 Evergreen either EZ Station. All fees payable to Authorities pursuant to the FCC Licenses, including FCC annual regulatory fees fees, have been paid and no event has occurred which, individually or in the aggregate, and without the giving of notice or the lapse of time or both, would constitute grounds for revocation thereof or would have a Material Adverse Effect on EvergreenEZ. All Material reports, forms and statements required to be filed by each Evergreen any EZ Party with the FCC with respect to each of the Evergreen EZ Stations have been filed and are true, complete and accurate in all Material respects. To the knowledge, information and belief of EvergreenEZ, under the FCA, there are no facts that would disqualify it as the transferee of the control of the EZ Evergreen Stations. No renewal of any Evergreen EZ FCC License would constitute a major environmental action (as defined in the FCC rules and regulations). The Evergreen EZ Governmental Authorizations comprise all Governmental Authorizations which are necessary for the lawful ownership or operation operations of the Evergreen EZ Assets or the lawful conduct of the business of each of the Evergreen EZ Stations as now conducted or as presently proposed to be conducted, except for Governmental Authorizations, the failure of which to obtain and maintain, would not individually or in the aggregate, have any Material Adverse Effect on EvergreenEZ. No Evergreen EZ Governmental Authorization is the subject of any pending or, to EvergreenEZ's knowledge, information and belief, threatened challenge or proceeding to revoke or terminate any Evergreen EZ Governmental Authorization. Evergreen EZ has no reason to believe that any Evergreen EZ Governmental Authorization would not be renewed in the name of Evergreen EZ by the granting Authority in the ordinary course. (c) With respect to matters, if any, of a nature referred to in Section 3.7(a4.7(a) or 3.7(b4.7(b) of the Evergreen EZ Disclosure Schedule, except as otherwise specifically described in Section 3.7(c4.7(c) of the Evergreen EZ Disclosure Schedule, all such information and matters set forth in the Evergreen EZ Disclosure Schedule, if adversely determined against EvergreenEZ, will not, in the aggregate, Materially Adversely Affect EvergreenEZ.

Compliance with Governmental Authorizations and Applicable Law. (a) Section 3.7(a) of the Evergreen Disclosure Schedule contains a description of: (i) all Legal Actions pending or, to Evergreen's knowledge, information and belief, is threatened against any Evergreen Party with respect to the operation or ownership of any of the Evergreen Assets or the conduct of the business of any of the Evergreen StationsStation; (ii) all Claims and Legal Actions pending or, to Evergreen's knowledge, information and belief, threatened against any Evergreen Party with respect to the operation or ownership of any of the Evergreen Assets or the conduct of the business of any of the Evergreen Stations Station which, individually or in the aggregate, are reasonably likely to result in the revocation or termination of any of the Evergreen FCC Licenses or the imposition of any restriction of such a nature as would Adversely affect the ownership or operations of any of the Evergreen StationsStation; in particular, but without limiting the generality of the foregoing, there are no applications, complaints or Legal Actions pending or, to Evergreen's knowledge, information and belief, threatened (x) before the FCC relating to the ownership or operations of any of the Evergreen Assets or the conduct of the business of any of the Xxxxxxxxx Xxxxxxxx Evergreen Station other than applications, complaints or Legal Actions which affect the radio broadcasting industry generally, or (y) before any Authority involving charges of illegal discrimination by any of the Evergreen Stations Station under any federal or state employment Laws; and (iii) each Governmental Authorization (including without limitation all FCC Licenses) required under Applicable Laws (x) to own and operate each of the Evergreen StationsStation, as currently conducted or proposed to be conducted on or prior to the Closing Date, all of which are in full force and effect or (y) that are necessary to permit each Evergreen Party to execute and deliver this Agreement and to perform its obligations hereunder (the "Evergreen Governmental Authorizations"). The Evergreen Parties have delivered to the EZ Parties true and complete copies of the Evergreen Governmental Authorizations (including any and all amendments and other modifications thereto.) (b) The appropriate Evergreen Party is the authorized legal holder of the Evergreen FCC Licenses listed in Section 3.7(a) of the Evergreen Disclosure Schedule, none of which is subject to any restriction or condition which would limit in any respect the operations of any of the Evergreen Stations Station as currently conducted or proposed to be conducted on or prior to the Closing Date. The Evergreen 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 any Evergreen Party or its officers, directors, employees or agents, and the operation of each of the Evergreen Stations Station is in accordance in all Material respects with the Evergreen FCC Licenses. The Evergreen Stations Station are operating in accordance with the Evergreen FCC Licenses, all underlying construction permits and the FCA. Except as disclosed in Section 3.7 of the Evergreen Disclosure Schedule, no application, action or proceeding is pending for the renewal or modification of any Evergreen FCC Licenses and, to Evergreen's knowledge, information and belief, there is not as of the date of this Agreement issued or outstanding any investigation or material complaint against any Evergreen Party at the FCC relating to any Evergreen Station. Except as disclosed in Section 3.7 of the Evergreen 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 Evergreen Station. All fees payable to Authorities pursuant to the FCC Licenses, including FCC annual regulatory fees have been paid and no event has occurred which, individually or in the aggregate, and without the giving of notice or the lapse of time or both, would constitute grounds for revocation thereof or would have a Material Adverse Effect on Evergreen. All Material reports, forms and statements required to be filed by each Evergreen Party with the FCC with respect to each of the Evergreen Stations Station have been filed and are true, complete and accurate in all Material respects. To the knowledge, information and belief of Evergreen, under the FCA, there are no facts that would disqualify it as the transferee of the control of the EZ Stations. No renewal of any Evergreen FCC License would constitute a major environmental action (as defined in the FCC rules and regulations). The Evergreen Governmental Authorizations comprise all Governmental Authorizations which are necessary for the lawful ownership or operation of the Evergreen Assets or the lawful conduct of the business of each of the Evergreen Stations Station as now conducted or as presently proposed to be conducted, except for Governmental Authorizations, the failure of which to obtain and maintain, would not individually or in the aggregate, have any Material Adverse Effect on Evergreen. No Evergreen Governmental Authorization is the subject of any pending or, to Evergreen's knowledge, information and belief, threatened challenge or proceeding to revoke or terminate any Evergreen Governmental Authorization. Evergreen has no reason to believe that any Evergreen Governmental Authorization would not be renewed in the name of Evergreen by the granting Authority in the ordinary course. (c) With respect to matters, if any, of a nature referred to in Section 3.7(a) or 3.7(b) of the Evergreen Disclosure Schedule, except as otherwise specifically described in Section 3.7(c) of the Evergreen Disclosure Schedule, all such information and matters set forth in the Evergreen Disclosure Schedule, if adversely determined against Evergreen, will not, in the aggregate, Materially Adversely Affect Evergreen.

Compliance with Governmental Authorizations and Applicable Law. (a) Section 3.7(a4.7(a) of the Evergreen EZ Disclosure Schedule contains a description of: (i) all Legal Actions pending or, to EvergreenEZ's knowledge, information and belief, is belief threatened against any Evergreen EZ Party with respect to the operation or ownership of any of the Evergreen Future EZ Assets or the conduct of the business of any of the Evergreen StationsFuture EZ Station; (ii) all Claims and Legal Actions pending or, to EvergreenEZ's knowledge, information and belief, threatened against any Evergreen EZ Party with respect to the operation or ownership of any of the Evergreen Future EZ Assets or the conduct of the business of any of the Evergreen Stations Future EZ Station which, individually or in the aggregate, are reasonably likely to result in the revocation or termination of any of the Evergreen FCC Licenses Future EZ License or the imposition of any restriction of such a nature as would Adversely affect the ownership or operations of any of the Evergreen StationsFuture EZ Station; in particular, but without limiting the generality of the foregoing, there are no applications, complaints or Legal Actions pending or, to EvergreenEZ's knowledge, information and belief, threatened (x) before the FCC relating to the ownership or operations of any of the Evergreen Future EZ Assets or the conduct of the business of any of the Xxxxxxxxx Xxxxxxxx Future EZ Station other than applications, complaints or Legal Actions which affect the radio broadcasting industry generally, or (y) before any Authority involving charges of illegal discrimination by any of the Evergreen Stations Future EZ Station under any federal or state employment Laws; and (iii) each Governmental Authorization (including without limitation all FCC Licenses) required under Applicable Laws (x) to own and operate each of the Evergreen StationsFuture EZ Station, as currently conducted or proposed to be conducted on or prior to the Closing Date, all of which are in full force and effect or (y) that are necessary to permit each Evergreen EZ Party to execute and deliver this Agreement and to perform its obligations hereunder (the "Evergreen EZ Governmental Authorizations"). The Evergreen EZ Parties have delivered to the EZ SFX Parties true and complete copies of the Evergreen EZ Governmental Authorizations (including any and all amendments and other modifications thereto).) (b) The appropriate Evergreen EZ Party is will, assuming consummation of the transactions contemplated by the Evergreen-EZ Agreement, be the authorized legal holder of the Evergreen FCC Licenses Future EZ License listed in Section 3.7(a4.7(a) of the Evergreen EZ Disclosure Schedule, none of which is will not, assuming such consummation, be subject to any restriction or condition which would limit in any respect the operations of any of the Evergreen Stations Future EZ Station as currently conducted or proposed to be conducted on or prior to the Closing Date. The Evergreen FCC Licenses are Future EZ License is valid and in good standing, are is in full force and effect and are is not impaired in any Material respect by any act or omission of any Evergreen EZ Party or its officers, directors, employees or agents, and the operation of each of the Evergreen Stations Future EZ Station is in accordance in all Material respects with the Evergreen FCC LicensesFuture EZ License. The Evergreen Stations are Future EZ Station is operating in accordance with the Evergreen FCC LicensesFuture EZ License, all underlying construction permits and the FCA. Except as disclosed in Section 3.7 4.7 of the Evergreen EZ Disclosure Schedule, no application, action or proceeding is pending for the renewal or modification of any Evergreen FCC Licenses the Future EZ License and, to EvergreenEZ's knowledge, information and belief, there is not as of the date of this Agreement issued or outstanding any investigation or material complaint against any Evergreen EZ Party at the FCC relating to any Evergreen the Future EZ Station. Except as disclosed in Section 3.7 4.7 of the Evergreen EZ 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 Evergreen the Future EZ Station. All fees payable to Authorities pursuant to the FCC LicensesFuture EZ License, including FCC annual regulatory fees have been paid and no event has occurred which, individually or in the aggregate, and without the giving of notice or the lapse of time or both, would constitute grounds for revocation thereof or would have a Material Adverse Effect on EvergreenEZ. All Material reports, forms and statements required to be filed by each Evergreen EZ Party with the FCC with respect to each of the Evergreen Stations Future EZ Station have been filed and are true, complete and accurate in all Material respects. To the knowledge, information and belief of EvergreenEZ, under the FCA, there are no facts that would disqualify it as the transferee assignee of the control of the EZ StationsFuture SFX Station. No renewal of any Evergreen FCC the Future EZ License would constitute a major environmental action (as defined in the FCC rules and regulations). The Evergreen Governmental Authorizations comprise all Governmental Authorizations which are necessary for the lawful ownership or operation of the Evergreen Future EZ Assets or the lawful conduct of the business of each of the Evergreen Stations Future EZ Station as now conducted or as presently proposed to be conducted, except for Governmental Authorizations, the failure of which to obtain and maintain, would not individually or in the aggregate, have any Material Adverse Effect on EvergreenEZ. No Evergreen EZ Governmental Authorization is the subject of any pending or, to EvergreenEZ's knowledge, information and belief, threatened challenge or proceeding to revoke or terminate any Evergreen EZ Governmental Authorization. Evergreen EZ has no reason to believe that any Evergreen EZ Governmental Authorization would not be renewed in the name of Evergreen EZ by the granting Authority in the ordinary course. (c) With respect to matters, if any, of a nature referred to in Section 3.7(a4.7(a) or 3.7(b4.7(b) of the Evergreen EZ Disclosure Schedule, except as otherwise specifically described in Section 3.7(c4.7(c) of the Evergreen EZ Disclosure Schedule, all such information and matters set forth in the Evergreen EZ Disclosure Schedule, if adversely determined against EvergreenEZ, will not, in the aggregate, Materially Adversely Affect EvergreenEZ.

Compliance with Governmental Authorizations and Applicable Law. (a) Section 3.7(a) of the Evergreen Disclosure Schedule contains a description of: (i) all Legal Actions pending or, to Evergreen's knowledge, information and belief, is threatened against any Evergreen Party with respect to the operation or ownership of any of the Evergreen Assets or the conduct of the business of any of the Evergreen Stations; (ii) all Claims and Legal Actions pending or, to Evergreen's knowledge, information and belief, threatened against any Evergreen Party with respect to the operation or ownership of any of the Evergreen Assets or the conduct of the business of any of the Evergreen Stations which, individually or in the aggregate, are reasonably likely to result in the revocation or termination of any of the Evergreen FCC Licenses or the imposition of any restriction of such a nature as would Adversely affect the ownership or operations of any of the Evergreen StationsXxxxxxxxx Xxxxxxxx; in particular, but without limiting the generality of the foregoing, there are no applications, complaints or Legal Actions pending or, to Evergreen's knowledge, information and belief, threatened (x) before the FCC relating to the ownership or operations of any of the Evergreen Assets or the conduct of the business of any of the Xxxxxxxxx Xxxxxxxx Evergreen Stations other than applications, complaints or Legal Actions which affect the radio broadcasting industry generally, or (y) before any Authority involving charges of illegal discrimination by any of the Evergreen Stations under any federal or state employment Laws; and (iii) each Governmental Authorization (including without limitation all FCC Licenses) required under Applicable Laws (x) to own and operate each of the Evergreen Stations, as currently conducted or proposed to be conducted on or prior to the Closing Date, all of which are in full force and effect or (y) that are necessary to permit each Evergreen Party to execute and deliver this Agreement and to perform its obligations hereunder (the "Evergreen Governmental Authorizations"). The Evergreen Parties have delivered to the EZ Parties true and complete copies of the Evergreen Governmental Authorizations (including any and all amendments and other modifications thereto.) (b) The appropriate Evergreen Party is the authorized legal holder of the Evergreen FCC Licenses listed in Section 3.7(a) of the Evergreen Disclosure Schedule, none of which is subject to any restriction or condition which would limit in any respect the operations of any of the Evergreen Stations as currently conducted or proposed to be conducted on or prior to the Closing Date. The Evergreen 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 any Evergreen Party or its officers, directors, employees or agents, and the operation of each of the Evergreen Stations is in accordance in all Material respects with the Evergreen FCC Licenses. The Evergreen Stations are operating in accordance with the Evergreen FCC Licenses, all underlying construction permits and the FCA. Except as disclosed in Section 3.7 of the Evergreen Disclosure Schedule, no application, action or proceeding is pending for the renewal or modification of any Evergreen FCC Licenses and, to Evergreen's knowledge, information and belief, there is not as of the date of this Agreement issued or outstanding any investigation or material complaint against any Evergreen Party at the FCC relating to any Evergreen Station. Except as disclosed in Section 3.7 of the Evergreen 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 Evergreen Station. All fees payable to Authorities pursuant to the FCC Licenses, including FCC annual regulatory fees have been paid and no event has occurred which, individually or in the aggregate, and without the giving of notice or the lapse of time or both, would constitute grounds for revocation thereof or would have a Material Adverse Effect on Evergreen. All Material reports, forms and statements required to be filed by each Evergreen Party with the FCC with respect to each of the Evergreen Stations have been filed and are true, complete and accurate in all Material respects. To the knowledge, information and belief of Evergreen, under the FCA, there are no facts that would disqualify it as the transferee of the control of the EZ Stations. No renewal of any Evergreen FCC License would constitute a major environmental action (as defined in the FCC rules and regulations). The Evergreen Governmental Authorizations comprise all Governmental Authorizations which are necessary for the lawful ownership or operation of the Evergreen Assets or the lawful conduct of the business of each of the Evergreen Stations as now conducted or as presently proposed to be conducted, except for Governmental Authorizations, the failure of which to obtain and maintain, would not individually or in the aggregate, have any Material Adverse Effect on Evergreen. No Evergreen Governmental Authorization is the subject of any pending or, to Evergreen's knowledge, information and belief, threatened challenge or proceeding to revoke or terminate any Evergreen Governmental Authorization. Evergreen has no reason to believe that any Evergreen Governmental Authorization would not be renewed in the name of Evergreen by the granting Authority in the ordinary course. (c) With respect to matters, if any, of a nature referred to in Section 3.7(a) or 3.7(b) of the Evergreen Disclosure Schedule, except as otherwise specifically described in Section 3.7(c) of the Evergreen Disclosure Schedule, all such information and matters set forth in the Evergreen Disclosure Schedule, if adversely determined against Evergreen, will not, in the aggregate, Materially Adversely Affect Evergreen.