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

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

Compliance with Governmental Authorizations and Applicable Law. (a) Section 4.7(a) of the American Disclosure Schedule contains a description of: (i) all Claims pending or, to American's knowledge, threatened against either American Party with respect to the business, operation or one ownership of its Subsidiaries any of the American Assets or any of the American 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 American FCC Licenses or the imposition of any restriction of such a nature as would adversely affect the ownership or operations of any of the American Stations; in particular, but without limiting the generality of the foregoing, there are no Claims pending or, to American's knowledge, threatened (x) before the FCC relating to the business or operations of any of the American Stations other than Claims which affect the radio broadcasting industry generally, or (y) before any Authority involving charges of illegal discrimination by any of the American Stations under any federal or state employment Laws; and (ii) each Governmental Authorization (including without limitation all FCC Licenses) required under Applicable Laws to own and operate the American 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 (the "American Governmental Authorizations"). Attached to the American Disclosure Schedule are true, correct and complete copies of the American Governmental Authorizations (including without limitation any and all amendments and other modifications thereto). (b) American License is the authorized legal holder of all the FCC licenses required to carry on the operation Licenses listed in Section 4.7(a) of the radio broadcasting stations of AmericanAmerican Disclosure Schedule, none of which is subject to any restriction or condition which would limit in any material respect the operations of such stations the American Stations as currently conducted or proposed to be conducted. There are no applications, complaints or other Legal Actions pending or, to the best knowledge of American, threatened before the The American FCC which could Materially Adversely Affect the business or operations of its stations, other than applications, complaints or proceedings which affect the radio broadcasting industry generally. The FCC licenses held by American or one of its Subsidiaries 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 either American or any of its Subsidiaries Party or its or their officers, directors, employees or agents. The American Stations are operating in accordance with the American FCC Licenses, all underlying construction permits and the FCA. Except as disclosed in Section 4.7(b) of the American Disclosure Schedule, no application, action or proceeding is pending for the renewal or modification of any American FCC Licenses and, to American's knowledge, there is not as of the date of this Agreement issued or outstanding any investigation or complaint against either American Party at the FCC relating to any of the American Stations. Except as disclosed in Section 4.7(b) of the American 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 American Stations. All fees payable to Authorities pursuant to the American Station FCC Licenses, including FCC annual regulatory fees, have been paid and no event has occurred which, individually or in the aggregate, and without the operation giving of notice or the lapse of time or both, would constitute grounds for revocation thereof or would have an adverse effect on either American Party. Except (i) as set forth in Section 4.7(b) of the American Disclosure Schedule and (ii) for such stations is reports, forms and statements the failure of which to file would not, individually or in accordance in the aggregate, have an adverse effect on the American Stations, all material respects with its FCC licenses. All material reports, forms and statements required to be filed by either American Party with the FCC with respect to such stations the American Stations have been filed and are true, complete and accurate in all material respects. (b) Each . To American's knowledge, under the FCA, there are no facts that would disqualify it as the transferee of the control of the Jacor Stations. The American and each of its Subsidiaries has obtained Governmental Authorizations comprise all Governmental Authorizations which are necessary for the lawful ownership and or operation of the American Assets or the lawful conduct of its the business of the American 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 not, individually or in the aggregate, have any Material Adverse Effect adverse effect on the American and its Subsidiaries taken as a wholeAssets or American Stations. No American Governmental Authorization is the subject of any pending or, to American's knowledge, threatened challenge or proceeding to revoke or terminate any American Governmental Authorization. To American's knowledge, except as set forth in Section 4.7(b) of the American Disclosure Schedule, American has no reason to believe that any American Governmental Authorization would not be renewed in the name of American License by the granting Authority in the ordinary course.

Compliance with Governmental Authorizations and Applicable Law. (a) Section 4.7(a) of the American Disclosure Schedule contains a description of: (i) all Claims and Legal Actions pending or, to American's knowledge, threatened against any American Party with respect to the operation or one ownership of its Subsidiaries any of the American Assets or the conduct of the business of either of the American 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 American FCC Licenses or the imposition of any restriction of such a nature as would adversely affect the ownership or operations of any of the American Assets or the conduct of the business of either of the American Stations; in particular, but without limiting the generality of the foregoing, Section 4.7(a) of the American Disclosure Schedule contains a description of any complaints or Claims pending or, to American's knowledge, threatened (x) before the FCC relating to the ownership or operations of any of the American Assets or the conduct of the business of either of the American 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 American Stations under any federal or state employment Laws; and (ii) each Governmental Authorization (including without limitation all FCC Licenses) required under Applicable Laws to own and operate each of the American 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 (the "American Governmental Authorizations"). Attached to the American Disclosure Schedule are true, correct and complete copies of the American Governmental Authorizations (including without limitation any and all amendments and other modifications thereto). (b) One of the American Parties is the authorized legal holder of all the FCC licenses required to carry on the operation Licenses listed in Section 4.7(a) of the radio broadcasting stations of AmericanAmerican Disclosure Schedule, none of which is subject to any restriction or condition which would limit in any material respect the operations of such stations the American Stations as currently conducted conducted, except for such conditions as are set forth on the face of such FCC License or proposed generally applicable to be conducted. There are no applications, complaints or other Legal Actions pending or, to the best knowledge of American, threatened before the FCC which could Materially Adversely Affect the business or operations of its stations, other than applications, complaints or proceedings which affect the radio broadcasting industry generallyindustry. The American FCC licenses held by American or one of its Subsidiaries 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 American or any of its Subsidiaries Party or its or their officers, directors, employees or agents, and the operation of such stations is in accordance . The American Stations are operating in all material respects in accordance with its the American FCC licensesLicenses, all underlying construction permits and the FCA. Except as disclosed in Section 4.7(b) of the American Disclosure Schedule, no application, action or proceeding is pending for the renewal or modification of any American FCC Licenses and, to American's knowledge, there is not as of the date of this Agreement issued or outstanding any investigation or complaint against any American Party by or before the FCC relating to any of the American Stations. Except as disclosed in Section 4.7(b) of the American 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 American Stations. All fees payable to Authorities pursuant to the American 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 American. Except (i) as set forth in Section 4.7(b) of the American 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 American Stations, all reports, forms and statements required to be filed by any American Party with the FCC with respect to such stations the American Stations have been filed and are true, complete and accurate in all material respects. (b) Each . To American's knowledge, under the FCA, there are no facts that would disqualify it as the transferee of the control of the American and each of its Subsidiaries has obtained Stations. The American Governmental Authorizations comprise all Governmental Authorizations which are necessary for the lawful ownership and or operation of the American Assets or the lawful conduct of its the business of the American 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 not, individually or in the aggregate, have any Material Adverse Effect a material adverse effect on the American and its Subsidiaries taken as a wholeAssets or the American Stations. No American Governmental Authorization is the subject of any pending or, to American's knowledge, threatened challenge or proceeding to revoke or terminate any American Governmental Authorization. To American's knowledge, except as set forth in Section 4.7(b) of the American Disclosure Schedule, no American Party has no any reason to believe that any American Governmental Authorization would not be renewed in the name of one of the American Parties by the granting Authority in the ordinary course.

Compliance with Governmental Authorizations and Applicable Law. (a) Section 4.7(a) of the American Disclosure Schedule contains a description of: (i) all Claims pending or, to American's knowledge,, threatened against either of the American Parties or one Lincoln with respect to the business, operation or ownership of its Subsidiaries is any of the American Assets or any of the American 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 American FCC Licenses or the imposition of any restriction of such a nature as would adversely affect the ownership or operations of the American Stations; in particular, but without limiting the generality of the foregoing, there are no Claims pending or, to American's knowledge, threatened (x) before the FCC relating to the business or operations of the American Stations other than Claims which affect the radio broadcasting industry generally, or (y) before any Authority involving charges of illegal discrimination by the American Stations under any federal or state employment Laws; and (ii) each Governmental Authorization (including without limitation all FCC Licenses) required under Applicable Laws to own and operate the American Stations, as currently conducted or proposed to be conducted on or prior to the Closing Date, all of which are (except such, if any, that are conditioned on consummation of the transactions contemplated by the Lincoln Agreement which will, upon such consummation, be) in full force and effect (the "American Governmental Authorizations"). Attached to the American Disclosure Schedule are true and complete copies of the American Governmental Authorizations (including without limitation any and all amendments and other modifications thereto). (b) American License will, as of the time of the consummation of the transactions contemplated by the Lincoln Agreement, be the authorized legal holder of all the FCC licenses required to carry on the operation Licenses listed in Section 4.7(a) of the radio broadcasting stations of AmericanAmerican Disclosure Schedule, none of which is will, at such time, be subject to any restriction or condition which would limit in any material respect the operations of such stations the American Stations as currently conducted or proposed to be conducted. There are no applications, complaints conducted by American on or other Legal Actions pending or, prior to the best knowledge of American, threatened before the FCC which could Materially Adversely Affect the business or operations of its stations, other than applications, complaints or proceedings which affect the radio broadcasting industry generallyClosing Date. The American FCC licenses held by American or one of its Subsidiaries 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 the American or any of its Subsidiaries or its Parties, Lincoln or their respective officers, directors, employees or agents. The American Stations are operating in accordance with the American FCC Licenses, all underlying construction permits and the FCA. Except (i) as disclosed in Section 4.7(b) of the American Disclosure Schedule and (ii) for those relating to the transfer of the American FCC Licenses from Lincoln to American License, no application, action or proceeding is pending for the renewal or modification of any American FCC Licenses and, to American's knowledge, there is not as of the date of this Agreement issued or outstanding any investigation or complaint against either American Party or Lincoln at the FCC relating to any of the American Stations. Except as disclosed in Section 4.7(b) of the American 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 American Stations. All fees payable to Authorities pursuant to the American FCC Licenses, including FCC annual regulatory fees have been paid and no event has occurred which, individually or in the aggregate, and without the operation giving of notice or the lapse of time or both, would constitute grounds for revocation thereof or would have an adverse effect on American. Except (i) as set forth in Section 4.7(b) of the American Disclosure Schedule and (ii) for such stations is reports, forms and statements the failure of which to file would not, individually or in accordance in the aggregate, have an adverse effect on the American Stations, all material respects with its FCC licenses. All material reports, forms and statements required to be filed by the American Parties or Lincoln with the FCC with respect to such stations the American Stations have been filed and are true, complete and accurate in all material respects. (b) Each . To American's knowledge, under the FCA, there are no facts that would disqualify it as the transferee of the control of the Citicasters Station. The American and each of its Subsidiaries has obtained Governmental Authorizations comprise all Governmental Authorizations which are necessary for the lawful ownership and or operation of the American Assets or the lawful conduct of its the business of the American Stations as now presently conducted or as presently proposed to be conductedconducted by the American Parties prior to the Closing Date, except for Governmental Authorizations, the failure of which to obtain and maintain, would not not, individually or in the aggregate, have any Material Adverse Effect adverse effect on the American and its Subsidiaries taken as a wholeAssets or the American Stations. No American Governmental Authorization is the subject of any pending or, to American's knowledge, threatened challenge or proceeding to revoke or terminate any American Governmental Authorization. To American's knowledge, except as set forth in Section 4.7(b) of the American Disclosure Schedule, American has no reason to believe that that, except for the consummation of the transactions contemplated by the Lincoln Agreement or the Exchange, any American Governmental Authorization would not be renewed in the name of American by the granting Authority in the ordinary course.