Common use of Compliance with Law; Approvals Clause in Contracts

Compliance with Law; Approvals. Except as set forth in the Disclosure Schedule and to the extent not addressed by other representations contained in this Exchange Agreement: (a) The operations of the Contributed Business has been conducted in accordance with all applicable Laws and other requirements of all courts and other Governmental Agencies having jurisdiction over the Contributing Company and its Assets, Approvals, properties and operations, except for violations that individually or in the aggregate would not and, insofar as may reasonably be foreseen, in the future will not, have a Material Adverse Effect; (b) The Contributing Company has not received notice of any violation of any such Law or other legal requirement, and is not in material default with respect to any order, writ, judgment, award, injunction or decree of any federal, state or local court or Governmental Agency or arbitrator, domestic or foreign, applicable to the Contributing Company or any of its Assets, Approvals, properties or operations; (c) The Contributing Company has no knowledge of any proposed change in any such Laws that would materially adversely affect the transactions contemplated by this Exchange Agreement or all or any material part of the Assets or the business of any of the Contributed Business; (d) Each of the Contributed Subs has, and all professional employees or agents of each of the Contributed Businesses have, been granted and presently hold, all licenses, franchises, permits, registrations, certificates, authorizations or approvals from all governmental or regulatory authorities, including the FCC, state governmental agencies having jurisdiction over intrastate communications and local authorities ("Approvals"), required or necessary for the conduct of the Contributed Business, except where the failure to have such Approvals would not, individually or in the aggregate, have a Material Adverse Effect on any of the Contributed Businesses. The Disclosure Schedule truly and completely lists all such Approvals. All of such Approvals are in full force and effect, are not subject to any conditions outside of the ordinary course, and none of the Contributed Subs or the professional employees or agents of any of the Contributed Businesses lack any such Approval or are in violation of any terms or conditions thereof, except for such violations as would not, individually or in the aggregate, have a Material Adverse Effect on any of the Contributed Businesses; (e) No Contributing Company has received any notice or correspondence from any Governmental Agency (or from any third party or other Person requesting such action) revoking, canceling, rescinding, modifying or refusing to renew, or threatening to take any action with respect to, any such Approval; and (f) Except as set forth on the Disclosure Schedule, all such Approvals are freely transferable to Newco Sub subject to prior Governmental Agency approvals (including approvals of the FCC, state governmental agencies having jurisdiction over intrastate communications and local authorities), where applicable, and upon the consummation of the transactions contemplated hereunder and receipt of any Government Agency and FCC approvals, Newco Sub will receive the benefits (without any diminution) of all such Approvals.

Compliance with Law; Approvals. Except as set forth in the Disclosure Schedule and to the extent not addressed by other representations contained in this Exchange Agreement: (a) The operations of the Contributed Business has Borrower and its Affiliates have been and will continue to be conducted in accordance with all applicable Laws Applicable Laws, including, without limitation, all such laws, regulations, orders and other requirements of all courts promulgated by or relating to consumer protection, equal opportunity, health, third party reimbursement (including Medicare and other Governmental Agencies having jurisdiction over the Contributing Company Medicaid), environmental protection, fire, zoning and its Assets, Approvals, properties building and operationsoccupational safety matters, except for violations that individually or in the aggregate would not and, insofar as may reasonably be foreseen, in the future will not, have a Material Adverse Effect;Effect on the Borrower or any Subsidiary. (b) The Contributing Company Neither the Borrower nor any Affiliate has not received notice of any violation (or of any such Law investigation, inspection, audit, or other legal requirementproceeding by any Governmental Authority involving allegations of any violation ) of any Applicable Law, and or is not in material default with respect to any orderApplicable Law, writand to the best Knowledge of the Borrower and all Affiliates, judgmentno investigation, awardinspection, injunction audit, or decree other proceeding by any Governmental Authority involving allegations of violation of any federal, state Applicable Law is threatened or local court or Governmental Agency or arbitrator, domestic or foreign, applicable to the Contributing Company or any of its Assets, Approvals, properties or operations;contemplated. (c) The Contributing Company Neither the Borrower nor any Affiliate has no knowledge any Knowledge of any proposed change in any such Laws Applicable Law that would materially adversely affect the transactions contemplated by this Exchange Agreement or all or any material part of the Assets assets or the business of the Borrower or any of the Contributed Business;Affiliate. (d) Each of the Contributed Subs Borrower and its Affiliates has, and all professional employees or agents of each of the Contributed Businesses Borrower and its Affiliates have, been granted and presently hold, all licenses, franchises, permits, registrationsauthorizations, certificatesincluding certificates of need, authorizations or approvals from all governmental or regulatory authorities, including the FCC, state governmental agencies having jurisdiction over intrastate communications and local authorities Governmental Authorities ("Approvals"), ) required or necessary for the --------- conduct of the Contributed Businessbusiness of each of the Borrower and its Affiliates and the occupancy and operation, for its present uses, of the real and personal property which each of the Borrower and its Affiliates owns or leases, except where the failure to have such Approvals would not, individually or in the aggregate, have a Material Adverse Effect on any of the Contributed Businesses. The Disclosure Schedule truly and completely lists all such Approvals. All of such Approvals are in full force and effect, are not subject to Borrower or any conditions outside of the ordinary courseAffiliate, and none of neither the Contributed Subs Borrower nor any Affiliate or the professional employees or agents of any either is in violation of the Contributed Businesses lack any such Approval or are in violation of any terms or conditions thereof, except for such violations as would not, individually or in the aggregate, have a Material Adverse Effect on any of the Contributed Businesses;Borrower or any Affiliate. Each of the Borrower and its Affiliates has all Approvals required for the conduct of the business of each of the Borrower and its Affiliates and the occupancy and operation, for its present uses, of the real and personal property which each of the Borrower and its Affiliates owns or leases, and neither the Borrower nor any Affiliate is in violation of any such Approval or the terms or conditions thereof. (e) No Contributing Company has received Schedule 4.14(e) sets forth a true and complete list of all ---------------- Approvals issued or granted to each of the Borrower and any notice Affiliate (excluding any licenses granted to any natural person); such list contains a summary description of each such item and, where applicable, specifies the date issued, granted or correspondence from any Governmental Agency (or from any third party or other Person requesting such action) revokingapplied for, canceling, rescinding, modifying or refusing to renew, or threatening to take any action with respect to, any such Approval; andthe expiration date and the current status thereof. (f) Except as set forth on the Disclosure Schedule, all All such Approvals are freely transferable in full force and effect, have been issued to Newco Sub subject and fully paid for by the holder thereof and, to prior Governmental Agency approvals (including approvals the Knowledge of each of the FCCBorrower and its Affiliates, state governmental agencies having jurisdiction over intrastate communications and local authorities)no suspension or cancellation thereof has been threatened. (g) No such Approvals will in any way be affected by, where applicableor terminate or lapse by reason of, and upon the consummation of the transactions contemplated hereunder and receipt of any Government Agency and FCC approvals, Newco Sub will receive the benefits (without any diminution) of all such Approvalsby this Agreement.

Compliance with Law; Approvals. Except as set forth in the Disclosure Schedule and to the extent not addressed by other representations contained in this Exchange Agreement: (a) The operations of the Contributed Business has Borrower and its Affiliates have been and will continue to be conducted in accordance with all applicable Laws Applicable Laws, including, without limitation, all such laws, regulations, orders and other requirements of all courts promulgated by or relating to consumer protection, equal opportunity, health, third party reimbursement (including Medicare and other Governmental Agencies having jurisdiction over the Contributing Company Medicaid), environmental protection, fire, zoning and its Assets, Approvals, properties building and operationsoccupational safety matters, except for violations that individually or in the aggregate would not and, insofar as may reasonably be foreseen, in the future will not, have a Material Adverse Effect;Effect on the Borrower or any Subsidiary. (b) The Contributing Company Neither the Borrower nor any Affiliate has not received notice of any violation (or of any such Law investigation, inspection, audit, or other legal requirementproceeding by any Governmental Authority involving allegations of any violation ) of any Applicable Law, and or is not in material default with respect to any orderApplicable Law, writand to the best Knowledge of the Borrower and all Affiliates, judgmentno investigation, awardinspection, injunction audit, or decree other proceeding by any Governmental Authority involving allegations of violation of any federal, state Applicable Law is threatened or local court or Governmental Agency or arbitrator, domestic or foreign, applicable to the Contributing Company or any of its Assets, Approvals, properties or operations;contemplated. (c) The Contributing Company Neither the Borrower nor any Affiliate has no knowledge any Knowledge of any proposed change in any such Laws Applicable Law that would materially adversely affect the transactions contemplated by this Exchange Agreement or all or any material part of the Assets assets or the business of the Borrower or any of the Contributed Business;Affiliate. (d) Each of the Contributed Subs Borrower and its Affiliates has, and all professional employees or agents of each of the Contributed Businesses Borrower and its Affiliates have, been granted and presently hold, all licenses, franchises, permits, registrationsauthorizations, certificatesincluding certificates of need, authorizations or approvals from all governmental or regulatory authorities, including the FCC, state governmental agencies having jurisdiction over intrastate communications and local authorities Governmental Authorities ("ApprovalsAPPROVALS"), ) required or necessary for the conduct of the Contributed Businessbusiness of each of the Borrower and its Affiliates and the occupancy and operation, for its present uses, of the real and personal property which each of the Borrower and its Affiliates owns or leases, except where the failure to have such Approvals would not, individually or in the aggregate, have a Material Adverse Effect on any of the Contributed Businesses. The Disclosure Schedule truly and completely lists all such Approvals. All of such Approvals are in full force and effect, are not subject to Borrower or any conditions outside of the ordinary courseAffiliate, and none of neither the Contributed Subs Borrower nor any Affiliate or the professional employees or agents of any either is in violation of the Contributed Businesses lack any such Approval or are in violation of any terms or conditions thereof, except for such violations as would not, individually or in the aggregate, have a Material Adverse Effect on any of the Contributed Businesses;Borrower or any Affiliate. Each of the Borrower and its Affiliates has all Approvals required for the conduct of the business of each of the Borrower and its Affiliates and the occupancy and operation, for its present uses, of the real and personal property which each of the Borrower and its Affiliates owns or leases, and neither the Borrower nor any Affiliate is in violation of any such Approval or the terms or conditions thereof. (e) No Contributing Company has received SCHEDULE 4.14(e) sets forth a true and complete list of all Approvals issued or granted to each of the Borrower and any notice Affiliate (excluding any licenses granted to any natural person); such list contains a summary description of each such item and, where applicable, specifies the date issued, granted or correspondence from any Governmental Agency (or from any third party or other Person requesting such action) revokingapplied for, canceling, rescinding, modifying or refusing to renew, or threatening to take any action with respect to, any such Approval; andthe expiration date and the current status thereof. (f) Except as set forth on the Disclosure Schedule, all All such Approvals are freely transferable in full force and effect, have been issued to Newco Sub subject and fully paid for by the holder thereof and, to prior Governmental Agency approvals (including approvals the Knowledge of each of the FCCBorrower and its Affiliates, state governmental agencies having jurisdiction over intrastate communications and local authorities)no suspension or cancellation thereof has been threatened. (g) No such Approvals will in any way be affected by, where applicableor terminate or lapse by reason of, and upon the consummation of the transactions contemplated hereunder and receipt of any Government Agency and FCC approvals, Newco Sub will receive the benefits (without any diminution) of all such Approvalsby this Agreement.

Compliance with Law; Approvals. Except as set forth in the Disclosure Schedule and to the extent not addressed by other representations contained in this Exchange Agreement: (a) The operations of the Contributed Business has Company and its Affiliates have been and will continue to be conducted in accordance with all applicable Laws Applicable Laws, including, without limitation, all such laws, regulations, orders and other requirements of all courts promulgated by any Governmental Authority or relating to consumer protection, equal opportunity, health care industry regulation, third party reimbursement (including Medicare and other Governmental Agencies having jurisdiction over the Contributing Company Medicaid), environmental protection, fire, zoning and its Assets, Approvals, properties building and operationsoccupational safety matters, except for violations that individually or in the aggregate would not and, insofar as may reasonably be foreseen, in the future will not, have a Material Adverse Effect;Effect on the Company or any Subsidiary. (b) The Contributing Neither the Company nor any Affiliate has not received notice of any violation (or of any such Law investigation, inspection, audit, or other legal requirementproceeding by any Governmental Authority involving allegations of any violation ) of any Applicable Law, and or is not in material default with respect to any orderApplicable Law, writand to the best Knowledge of the Company and all Affiliates, judgmentno investigation, awardinspection, injunction audit, or decree other proceeding by any Governmental Authority involving allegations of violation of any federal, state Applicable Law is threatened or local court or Governmental Agency or arbitrator, domestic or foreign, applicable to the Contributing Company or any of its Assets, Approvals, properties or operations;contemplated. (c) The Contributing Neither the Company nor any Affiliate has no knowledge any Knowledge of any proposed change in any such Laws Applicable Law that would materially adversely affect the transactions contemplated by this Exchange Agreement or all or any material part of the Assets assets or the business of the Company or any of the Contributed Business;Affiliate. (d) Each of the Contributed Subs Company and its Affiliates has, and all professional employees or agents of each of the Contributed Businesses Company and its Affiliates have, been granted and presently hold, all licenses, franchises, permits, registrationsauthorizations, certificatesincluding certificates of need, authorizations or approvals from all governmental or regulatory authorities, including the FCC, state governmental agencies having jurisdiction over intrastate communications and local authorities Governmental Authorities ("Approvals"), ) required or necessary for the conduct of the Contributed Businessbusiness of each of the Company and its Affiliates and the occupancy and operation, for its present uses, of the real and personal property which each of the Company and its Affiliates owns or leases, except where the failure to have such Approvals would not, individually or in the aggregate, have a Material Adverse Effect on any of the Contributed Businesses. The Disclosure Schedule truly and completely lists all such Approvals. All of such Approvals are in full force and effect, are not subject to Company or any conditions outside of the ordinary courseAffiliate, and none of neither the Contributed Subs Company nor any Affiliate or the professional employees or agents of any either is in violation of the Contributed Businesses lack any such Approval or are in violation of any terms or conditions thereof, except for such violations as would not, individually or in the aggregate, have a Material Adverse Effect on any of the Contributed Businesses;Company or any Affiliate. Each of the Company and its Affiliates has all Approvals required for the conduct of the business of each of the Company and its Affiliates and the occupancy and operation, for its present uses, of the real and personal property which each of the Company and its Affiliates owns or leases, and neither the Company nor any Affiliate is in violation of any such Approval or the terms or conditions thereof. (e) No Contributing SCHEDULE 4.14(e) sets forth a true and complete list of all Approvals issued or granted to each of the Company has received and any notice Affiliate (excluding any licenses granted to any natural person); such list contains a summary description of each such item and, where applicable, specifies the date issued, granted or correspondence from any Governmental Agency (or from any third party or other Person requesting such action) revokingapplied for, canceling, rescinding, modifying or refusing to renew, or threatening to take any action with respect to, any such Approval; andthe expiration date and the current status thereof. (f) Except as set forth on the Disclosure Schedule, all All such Approvals are freely transferable in full force and effect, have been issued to Newco Sub subject and fully paid for by the holder thereof and, to prior Governmental Agency approvals (including approvals the Knowledge of each of the FCCCompany and its Affiliates, state governmental agencies having jurisdiction over intrastate communications and local authorities)no suspension or cancellation thereof has been threatened. (g) No such Approvals will in any way be affected by, where applicableor terminate or lapse by reason of, and upon the consummation of the transactions contemplated hereunder and receipt of any Government Agency and FCC approvals, Newco Sub will receive the benefits (without any diminution) of all such Approvalsby this Agreement.