Common use of Compliance with Law; Authorizations Clause in Contracts

Compliance with Law; Authorizations. (a) Each of the Partnership and Pubco has complied with, and is not in violation of, any Requirement of Law or any other Governmental Order, in each case, applicable to it or its business, except as has not had, and would not reasonably be expected to result in, individually or in the aggregate, a material adverse effect on the ability of the Partnership or Pubco to consummate the transactions contemplated by this Agreement and the other Transaction Documents. (b) Except as has not had, and would not reasonably be expected to result in, individually or in the aggregate, a material adverse effect on the ability of the Partnership or Pubco to consummate the transactions contemplated by this Agreement and the other Transaction Documents, (i) each of the Partnership and Pubco has all Authorizations that are necessary for it to operate its business, (ii) each of such Authorizations is in full force and effect, is validly and exclusively held by the Partnership or Pubco, as applicable, without any legal disqualifications, conditions or other restrictions, and is free and clear of all Liens and (iii) there are no existing applications, petitions to deny or complaints or proceedings pending before any Governmental Authority relating to such Authorizations. Except as has not had, and would not reasonably be expected to result in, individually or in the aggregate, a material adverse effect on the ability of the Partnership or Pubco to consummate the transactions contemplated by this Agreement and the other Transaction Documents, neither the Partnership nor Pubco is in default, nor has the Partnership or Pubco received any notice of any claim of default, pending investments or additional requirements to be satisfied with respect to such Authorizations, and no event has occurred with respect to such Authorizations which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any impairment of the rights of the Partnership or Pubco, as applicable, under any such Authorizations.

Compliance with Law; Authorizations. (a) Each Except as set forth in Schedule 3.1.3(a), each of the Partnership Protego Entities, the DAI GP and Pubco DAI has complied in all material respects with, and is not in violation in any material respect of, any material Requirement of Law or any other material Governmental Order, in each case, applicable to it or its business, except as has not had, and would not reasonably be expected to result in, individually or in the aggregate, a material adverse effect on the ability any of the Partnership Protego Entities, the DAI GP, DAI or Pubco to consummate their respective businesses, as the transactions contemplated by this Agreement and the other Transaction Documentscase may be. (b) Except as has not had, and would not reasonably be expected to result in, individually or in the aggregate, a material adverse effect on Material Adverse Effect with respect to the ability of the Partnership or Pubco to consummate the transactions contemplated by this Agreement and the other Transaction DocumentsProtego Entities, (i) each of the Partnership Protego Entities, the DAI GP and Pubco DAI has all Authorizations (“Protego Authorizations”), including all Authorizations from the CNBV for PCB to engage in business as a registered broker-dealer in Mexico, that are necessary for it to operate its business, (ii) each of such Protego Authorizations is in full force and effect, is validly and exclusively held by the Partnership applicable Protego Entity, the DAI GP or PubcoDAI, as applicablethe case may be, without any legal disqualifications, conditions or other restrictions, and is free and clear of all Liens and (iii) there are no existing applications, petitions to deny or complaints or proceedings pending before any Governmental Authority relating to such the Protego Authorizations. Except as has not had, and would not reasonably be expected to result in, individually or in the aggregate, a material adverse effect on Material Adverse Effect with respect to the ability Protego Entities, none of the Partnership Protego Entities, the DAI GP or Pubco to consummate the transactions contemplated by this Agreement and the other Transaction Documents, neither the Partnership nor Pubco DAI is in default, nor has any of the Partnership Protego Entities, the DAI GP or Pubco DAI received any notice of any claim of default, pending investments or additional requirements to be satisfied with respect to such any of the Protego Authorizations, and to the Knowledge of the Protego Partners, no event has occurred with respect to such any of the Protego Authorizations which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any impairment of the rights of the Partnership or Pubco, as applicable, under holder of any such AuthorizationsProtego Authorization.

Compliance with Law; Authorizations. (a) Each To Seller's Knowledge, Seller, the Company and each Subsidiary has complied with in all material respects, and neither Seller, the Company nor any of the Partnership and Pubco has complied with, and Subsidiaries is not in material violation of, any Requirement of Law to which the Shares, the Business or any other Governmental Orderof the Company Assets is subject (including rules, in each caseregulations or orders of the FCC and the PUC), applicable to it or its businessand, except as set forth on Schedule 3.1.3, the Company has not hadreceived no written notice that it is under investigation with respect to, and would to the Knowledge of Seller, the Company is not reasonably be expected to result inotherwise now under investigation with respect to, individually any material violation of applicable Requirements of Law (including rules, regulations, or in the aggregate, a material adverse effect on the ability orders of the Partnership or Pubco to consummate the transactions contemplated by this Agreement FCC and the other Transaction DocumentsPUC). (b) Except as has not had, and would not reasonably be expected to result in, individually or in The Business Authorizations identified on Schedule 3.1.3 (the aggregate, a material adverse effect on the ability "Material Business Authorizations") are all of the Partnership or Pubco to consummate the transactions contemplated by this Agreement FCC Authorizations and the PUC Authorizations and all of the other Transaction Documents, (i) material Business Authorizations which are necessary for the Company and each of the Partnership Subsidiaries to own, operate or conduct its respective portion of the Business and Pubco the Company Assets in a lawful manner as currently owned and operated. Each of the Material Business Authorizations is, and has been at all Authorizations that are necessary for it to operate its businessrelevant times, (ii) each of such Authorizations is in full force and effect, is validly and exclusively held by the Partnership Company or Pubcoa Subsidiary, as applicable, without any legal disqualificationsand, conditions subject to the parties hereto obtaining the Regulatory Consents and Purchaser obtaining the Purchaser Consents, will be validly held by the Company or other restrictionssuch Subsidiary as of the Closing Date, and is free and clear of all Liens and (iii) there are no existing applications, petitions to deny or complaints or proceedings pending before other than the Permitted Liens. Neither the Company nor any Governmental Authority relating to such Authorizations. Except as has not had, and would not reasonably be expected to result in, individually or in the aggregate, a material adverse effect on the ability of the Partnership or Pubco to consummate the transactions contemplated by this Agreement and the other Transaction Documents, neither the Partnership nor Pubco Subsidiary is in material default, nor has Seller, the Partnership Company or Pubco any Subsidiary received any notice of any claim of material default, pending investments or additional requirements to be satisfied with respect to any of such Material Business Authorizations, and and, to Seller's Knowledge, no event has occurred with respect to any of such Material Business Authorizations which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any impairment of the rights of the Partnership holder of any such Material Business Authorizations. (c) Except as disclosed in Schedule 3.1.3, there are no interconnection requests by third parties relating to the Business or Pubcoits operations. (d) Except as disclosed in Schedule 3.1.3, there are no applications by Seller, the Company or any Subsidiary or formal complaints or petitions by others pending, or to Seller's Knowledge, threatened before the FCC or the PUC relating to the Business, the FCC Authorizations or the PUC Authorizations, as applicable. (e) The antenna supporting structures owned by the Company or any of the Subsidiaries, which are identified on Schedule 3.1.3, are subject to valid "no hazard" determinations by the FAA, to the extent such a determination is required under any such Authorizationsthe rules and regulations of the FAA. (f) The Company is subject to the provisions of the Sarbanes-Oxley Act as is applicable for a subsidiary of TXU Corp. The Xxxxxxx xx xxx a Securities and Exchange Commission registrant but its policies, procedures and practices have been implemented in accordance with, and to Seller's Knowledge comply with, effective sections of the Act.

Compliance with Law; Authorizations. (a) Each Except as set forth in Schedule 3.2.3(a), each of the Partnership Evercore Entities, the ECP II GP and Pubco ECP II has complied in all material respects with, and is not in violation in any material respect of, any material Requirement of Law or any other material Governmental Order, in each case, applicable to it or its business, except as has not had, and would not reasonably be expected to result in, individually or in the aggregate, a material adverse effect on the ability any of the Partnership Evercore Entities, the ECP II GP, ECP II or Pubco to consummate their respective businesses, as the transactions contemplated by this Agreement and the other Transaction Documentscase may be. (b) Except as has not had, and would not reasonably be expected to result in, individually or in the aggregate, a material adverse effect on Material Adverse Effect with respect to the ability of the Partnership or Pubco to consummate the transactions contemplated by this Agreement and the other Transaction DocumentsEvercore Entities, (i) each of the Partnership Evercore Entities, the ECP II GP and Pubco ECP II has all Authorizations (“Evercore Authorizations”), including all Authorizations from the NASD for EG LLC to engage in business as a registered broker-dealer in the United States, that are necessary for it to operate its business, (ii) each of such Evercore Authorizations is in full force and effect, is validly and exclusively held by the Partnership applicable Evercore Entity, the ECP II GP or PubcoECP II, as applicablethe case may be, without any legal disqualifications, conditions or other restrictions, and is free and clear of all Liens and (iii) there are no existing applications, petitions to deny or complaints or proceedings pending before any Governmental Authority relating to such the Evercore Authorizations. Except as has not had, and would not reasonably be expected to result in, individually or in the aggregate, a material adverse effect on Material Adverse Effect with respect to the ability Evercore Entities, none of the Partnership Evercore Entities, the ECP II GP or Pubco to consummate the transactions contemplated by this Agreement and the other Transaction Documents, neither the Partnership nor Pubco ECP II is in default, nor has have any of the Partnership Evercore Entities, the ECP II GP or Pubco ECP II received any notice of any claim of default, pending investments or additional requirements to be satisfied satisfied, with respect to such any of the Evercore Authorizations, and to the Knowledge of the Evercore Partners, no event has occurred with respect to such any of the Evercore Authorizations which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any impairment of the rights of the Partnership or Pubco, as applicable, under holder of any such AuthorizationsEvercore Authorization.