Common use of Compliance with Law; Litigation Clause in Contracts

Compliance with Law; Litigation. (a) Except as disclosed in the TCI Music SEC Reports, TCI Music and its Subsidiaries hold all permits, licenses, franchises, variances, exemptions, concessions, leases, instruments, orders and approvals (the "TCI Music Permits") of all courts, administrative agencies or commissions or other governmental authorities or instrumentalities, domestic or foreign (each, a "Governmental Entity") required to be held under applicable Legal Requirements, except for such TCI Music Permits the failure of which to hold, individually or in the aggregate, does not have and, in the future is not likely to have, a Material Adverse Effect on TCI Music. To TCI Music's Knowledge, TCI Music and its Subsidiaries are in compliance with the terms of the TCI Music Permits, except for such failures to comply that, individually or in the aggregate, would not have a Material Adverse Effect on TCI Music. To TCI Music's Knowledge, the businesses of TCI Music and its Subsidiaries are not being conducted in violation of any Legal Requirement, except for such violations which, individually or in the aggregate, would not have a Material Adverse Effect on TCI Music. No investigation or review by any Governmental Entity with respect to TCI Music or any of its Subsidiaries is pending, or, to the Knowledge of TCI Music, threatened, nor has any Governmental Entity indicated to TCI Music in writing an intention to conduct the same, other than those the outcome of which would not have a Material Adverse Effect on TCI Music. (b) Except as disclosed in the TCI Music SEC Reports or on Schedule 4.8(b), there is no suit, action or proceeding pending or, to the Knowledge of TCI Music, threatened, against or affecting TCI Music or any of its Subsidiaries that has had or is likely to have a Material Adverse Effect on TCI Music nor is there any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against TCI Music or any of its Subsidiaries that has had or is likely to have a Material Adverse Effect on TCI Music.

Compliance with Law; Litigation. (a) Except as disclosed in the TCI Music SEC Reports, TCI Music ICG and its Subsidiaries hold all permits, licenses, franchises, variances, exemptions, concessions, leases, instruments, orders and approvals (the "TCI Music ICG Permits") of all courts, administrative agencies or commissions or other governmental authorities or instrumentalities, domestic or foreign (each, a "Governmental Entity") required to be held under applicable Legal Requirements, except for such TCI Music ICG Permits the failure of which to hold, individually or in the aggregate, does not have and, in the future is not likely to have, a Material Adverse Effect on TCI MusicICG. To TCI MusicICG's Knowledge, TCI Music ICG and its Subsidiaries are in compliance with the terms of the TCI Music ICG Permits, except for such failures to comply that, individually or in the aggregate, would not have a Material Adverse Effect on TCI MusicICG. To TCI MusicICG's Knowledge, the businesses of TCI Music ICG and its Subsidiaries are not being conducted in violation of any Legal Requirement, except for such violations which, individually or in the aggregate, would not have a Material Adverse Effect on TCI MusicICG. No investigation or review by any Governmental Entity with respect to TCI Music ICG or any of its Subsidiaries is pending, or, to the Knowledge of TCI MusicICG, threatened, nor has any Governmental Entity indicated to TCI Music ICG in writing an intention to conduct the same, other than those the outcome of which would not reasonably be expected to have a Material Adverse Effect on TCI MusicICG. (b) Except as disclosed in the TCI Music SEC Reports or on Schedule 4.8(b), there There is no suit, action or proceeding pending or, to the Knowledge of TCI MusicICG, threatened, against or affecting TCI Music ICG or any of its Subsidiaries that has had or is likely to have a Material Adverse Effect on TCI Music ICG, nor is there any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against TCI Music ICG or any of its Subsidiaries that has had or is likely to have a Material Adverse Effect on TCI MusicICG.

Compliance with Law; Litigation. (a) Except as disclosed set forth in Section 3.8 of the TCI Music SEC ReportsUSCS Disclosure Schedule, TCI Music USCS and its Subsidiaries hold all permits, licenses, franchises, variances, exemptions, concessions, leases, instruments, orders and approvals (the "TCI Music USCS Permits") of all courts, administrative agencies or commissions or other governmental authorities or instrumentalities, domestic or foreign (each, a "Governmental Entity") Entities required to be held under applicable Legal RequirementsRequirements and will not lose any USCS Permit as a result of the Merger, except for such TCI Music USCS Permits the failure of which to hold, individually or in the aggregate, does not have and, to the Knowledge of USCS, in the future is not likely to have, a Material Adverse Effect on TCI MusicUSCS. To TCI Music's Knowledge, TCI Music USCS and its Subsidiaries are in compliance with the terms of the TCI Music USCS Permits, except for such failures to comply that, individually or in the aggregate, would not have a Material Adverse Effect on TCI MusicUSCS. To TCI Music's Knowledge, the The businesses of TCI Music USCS and its Subsidiaries are not being conducted in violation of any Legal Requirement, except for such violations which, individually or in the aggregate, would not have a Material Adverse Effect on TCI MusicUSCS. No investigation or review by any Governmental Entity with respect to TCI Music USCS or any of its Subsidiaries is pending, or, to the Knowledge of TCI MusicUSCS, threatened, nor has any Governmental Entity indicated to TCI Music USCS in writing an intention to conduct the same, other than those the outcome of which would not have a Material Adverse Effect on TCI Music. (b) Except as disclosed Set forth in Section 3.8(b) of the TCI Music SEC Reports or on USCS Disclosure Schedule 4.8(b), there is no a schedule listing every suit, action or proceeding pending or, to the Knowledge of TCI MusicUSCS, threatened, threatened against or affecting TCI Music USCS or any of its Subsidiaries that has had or is likely to have a Material Adverse Effect on TCI Music nor is there any and every judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against TCI Music USCS or any of its Subsidiaries and none of the suits, actions, proceedings, judgments, decrees, injunctions, rules or orders listed in that Schedule has had or is likely to have a Material Adverse Effect on TCI MusicUSCS. (c) Neither USCS nor any of its Subsidiaries is subject to Section 2115 of the California Corporation Code.