Common use of Compliance with Laws; Licenses Clause in Contracts

Compliance with Laws; Licenses. Except as would not have, individually or in the aggregate, a Material Adverse Effect or would not reasonably be expected to prevent or materially impair the consummation of the transactions contemplated by this Agreement, the businesses of each of the Company Representors and Seller Representors have not been, since December 31, 2012, and are not being conducted in violation of any applicable United States federal, state or local, non-United States national, provincial or local, or multinational law, statute or ordinance, common law, or any rule, regulation, directive, decree, or treaty provision applicable to the Company Representors and Seller Representors, or any judgment, agency requirement license or permit of any Governmental Authority. No investigation, audit or review by any Governmental Authority with respect to the Company Representors and Seller Representors is pending or, to the Knowledge of the Company Representor, threatened, nor has any Governmental Authority notified the Company Representors and Seller Representors of its intention to conduct the same, except for (i) such investigations, audits or reviews that would not have, individually or in the aggregate, a Material Adverse Effect and/or (ii) any investigation or review related to the Merger. As of the date hereof, neither the Company Representor nor Seller Representor has received any written notice or communication of any material noncompliance with any applicable Laws that has not been cured as of the date hereof. The Company Representor and the Seller Representor each has made applications for or obtained, renewed and is in compliance with all material permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority (“Licenses”) necessary to conduct its business in all material respects as presently conducted, except as would not have, individually or in the aggregate, a Material Adverse Effect.

Compliance with Laws; Licenses. Except as would not have, individually or in the aggregate, a Material Adverse Effect or would not reasonably be expected to prevent or materially impair the consummation of the transactions contemplated by this Agreement, the The businesses of each of the Company Representors NSGP and, to Seller’s Knowledge, NSLP and Seller Representors their respective Subsidiaries, have not beenbeen since November 12, since December 31, 20122013, and are not being being, conducted in violation of any applicable United States federal, state state, local or local, non-United States national, provincial or local, or multinational foreign law, statute or ordinance, common law, or any rule, regulation, directivestandard, judgment, order, writ, injunction, decree, or treaty provision applicable to the Company Representors and Seller Representors, or any judgmentarbitration award, agency requirement requirement, license or permit of any Governmental AuthorityEntity (collectively, “Laws”), except for violations that do not constitute a Seller Material Adverse Effect or NSGP/NSLP Material Adverse Effect. No investigation, audit To Seller’s Knowledge (a) no investigation or review by any Governmental Authority Entity with respect to the Company Representors and Seller Representors either of NSGP or NSLP or any of their respective Subsidiaries is pending or, to the Knowledge of the Company Representor, or has been threatened, nor (b) has any Governmental Authority notified the Company Representors and Seller Representors Entity informed NSGP or NSLP or any of its their respective Subsidiaries, an intention to conduct the same, except except, in each case, for (i) such investigations, audits investigations or reviews that would the outcome of which does not have, individually or in the aggregate, constitute a Seller Material Adverse Effect and/or (ii) any investigation or review related NSGP/NSLP Material Adverse Effect. None of NSGP or, to the Merger. As of the date hereofSeller’s Knowledge, neither the Company Representor nor Seller Representor NSLP and their respective Subsidiaries, has received any written notice or communication of any material noncompliance non-compliance with any applicable Laws that has Law not been cured as of the date hereof, which constitutes a Seller Material Adverse Effect or NSGP/NSLP Material Adverse Effect. The Company Representor Each of NSGP and, to Seller’s Knowledge, NSLP and the Seller Representor each their respective Subsidiaries, has made applications for or obtained, renewed obtained and is in compliance with all material permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority (“Licenses”) Entity necessary to conduct its business in all material respects as presently conducted, except as would those the absence of which, or failure to comply with which, does not have, individually constitute a Seller Material Adverse Effect or in the aggregate, a NSGP/NSLP Material Adverse Effect.

Compliance with Laws; Licenses. Except (a) The businesses of such Party and its Subsidiaries have not been since the Applicable Date, and are not being, conducted in violation of any applicable Law, except as would not havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or would not reasonably be expected on such Party. (b) Except with respect to prevent or materially impair the consummation of the transactions contemplated regulatory matters covered by this AgreementSection 8.6, the businesses of each of the Company Representors and Seller Representors have not been, since December 31, 2012, and are not being conducted in violation of any applicable United States federal, state or local, non-United States national, provincial or local, or multinational law, statute or ordinance, common law, or any rule, regulation, directive, decree, or treaty provision applicable to the Company Representors and Seller Representors, or any judgment, agency requirement license or permit of any Governmental Authority. No investigation, audit no investigation or review by any Governmental Authority Entity with respect to the Company Representors and Seller Representors such Party or any of its Subsidiaries is pending or, to the Knowledge of the Company Representorsuch Party, threatenedthreatened in writing, nor has any Governmental Authority notified the Company Representors and Seller Representors of its Entity indicated an intention to conduct the same, in each case, except for (i) such investigations, audits or reviews that as would not havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and/or on such Party. (iic) any investigation or review related to the Merger. As of the date hereof, neither the Company Representor nor Seller Representor has received any written notice or communication of any material noncompliance with any applicable Laws that has not been cured as of the date hereof. The Company Representor and the Seller Representor each has made applications for or obtained, renewed and is in compliance with all material permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority (“Licenses”) necessary to conduct its business in all material respects as presently conducted, except Except as would not havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.Effect on such Party, such Party and each of its Subsidiaries has obtained and is in compliance with all Licenses (including all Licenses issued or granted by the Federal Communications Commission (each, an “FCC License”)) necessary for it to own, lease or operate its properties, rights and other assets and to conduct its business and operations as presently conducted in all material respects and all such Licenses are in full force and effect in all material respects. No material default under, or material violation of, any FCC License or other material License has occurred since the Applicable Date that has not been fully cured pursuant to a corrective action. To such Party’s Knowledge, there is not currently threatened any revocation, adverse modification or cancellation of any FCC License or other material License. (d) Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on such Party, since the Applicable Date, such Party and each of its Subsidiaries has at all times conducted all export transactions in accordance with (i) all applicable U.S. export and re-export controls, including the United States Export Administration Act, Export Administration Regulations, the Arms Export Control Act and the International Traffic in Arms Regulations, (ii) statutes, executive orders and regulations administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) and the United States Department of State, (iii) import control statutes and regulations administered by the Department of Homeland Security, U.S. Customs and Border Protection, (iv) the anti-boycott regulations administered by the United States Department of Commerce and the U.S. Department of Treasury, and (v) all applicable sanctions, export and import controls and anti-boycott Laws of all other countries in which the business of such Party or any of its Subsidiaries is conducted. Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on such Party, neither such Party nor any of its Subsidiaries has been since the Applicable Date or currently is the subject of a charging letter or penalty notice issued, or to the Knowledge of such Party, an investigation -21- 052054-0169-16505-Active.27978848.6 SC1:4755315.9