Common use of Enforceability; Authority; No Conflict Clause in Contracts

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller and Shareholder, enforceable against each of them in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). Upon the execution and delivery by Seller and Shareholder of the Assignment and Assumption Agreement and each other agreement to be executed or delivered by any or all of Seller and Shareholder at the Closing (collectively, the "Seller's Closing Documents"), each of Seller's Closing Documents will constitute the legal, valid and binding obligation of the Seller and the Shareholder, enforceable against each of them in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders and board of directors. Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's Closing Documents to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes and, when executed and delivered at Closing, each other agreement, document and instrument to be executed, delivered or performed by SPC in connection with this Agreement (collectively, the “SPC Documents”) will constitute, the legal, valid and binding obligation of Seller SPC and Shareholderthe Stockholders’ Representative, enforceable against each of them in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability terms (regardless of whether considered in assuming this Agreement is a proceeding at law or in equity). Upon the execution and delivery by Seller and Shareholder of the Assignment and Assumption Agreement and each other agreement to be executed or delivered by any or all of Seller and Shareholder at the Closing (collectively, the "Seller's Closing Documents"), each of Seller's Closing Documents will constitute the legal, valid and binding obligation of, and enforceable against, Acquiror and Merger Sub), subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights and general principles of the Seller equity relating to enforceability. SPC and the Shareholder, enforceable against Stockholders’ Representative each of them in accordance with its terms. Seller has the absolute and unrestricted requisite right, power and authority to execute execute, deliver and deliver perform this Agreement and has or will have prior to Closing the Seller's Closing Documents to which it is a party requisite right, power and authority to perform its obligations under this Agreement and to execute, deliver and perform each other SPC Document and to carry out the Seller's Closing Documentstransactions contemplated hereby and thereby, and such action has or will have prior to Closing been duly authorized by all necessary corporate action. All corporate, limited liability or partnership proceedings, as applicable, and any action required to be taken by Seller's shareholders SPC or the Stockholders’ Representative or the Radio Subsidiaries relating to the execution, delivery and board of directors. Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's Closing Documents to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution performance of this Agreement and the Seller's Closing DocumentsSPC Documents and the consummation of the transactions contemplated hereby and thereby have been duly taken or, Shareholderwith respect to any action taken by the Radio Subsidiaries in connection with Section 5.3, being the sole shareholder will have been duly taken prior to Closing. Attached hereto as Exhibit G is a true and correct copy of Seller, is thereby a Written Consent in Lieu of a Meeting authorizing (i) the execution and delivery of adopting this Agreement and the Seller's Closing DocumentsMerger (the “Written Consent”) executed by a Majority in Interest, and (ii) which Written Consent has not been amended, revoked or superseded by any other action of the Contemplated TransactionsSPC Stockholders.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of each Seller and ShareholderParty, enforceable against each of them in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). Upon the execution and delivery delivery, respectively, by Seller and Shareholder Parties of the Assignment and Assumption Escrow Agreement, the Guarantees, the Noncompetition Agreement and each other agreement agreement, document or instrument to be executed or delivered delivered, respectively, by any or all of Seller and Shareholder Parties at the Closing (collectively, the "Seller's “Seller Parties’ Closing Documents"”), each of Seller's Seller Parties’ Closing Documents will constitute the legal, valid and binding obligation of the each such Seller and the ShareholderParty, respectively, enforceable against each of them in accordance with its terms. Each Seller Party has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Seller Parties’ Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's Seller Parties’ Closing Documents, and such action has been duly authorized by all necessary action by each Seller's shareholders ’s shareholders, members, board of directors and managers, respectively. The board of directors, shareholder and member actions, respectively, of each Seller signing this Agreement and the transactions contemplated hereby were duly taken on August 28, 2006, certified copies of which actions are attached hereto as Schedule 3.2(a), none of which shall have been rescinded or modified as of the Effective Time. Each Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's Seller Parties’ Closing Documents to which such Shareholder is a party and to perform his her obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement has been duly executed and delivered by Seller and each Shareholder and constitutes the legal, valid and binding obligation of Seller and each Shareholder, enforceable against each of them in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or other similar laws affecting the enforcement of or relating to creditors' ’ rights generally or by equitable and is subject to general principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). Upon the execution and delivery by Seller and each Shareholder of the Assignment and Assumption Escrow Agreement and each other agreement to be executed or delivered by any or all of Seller and Seller, Shareholders or any Shareholder at the Closing (collectively, the "Seller's Closing Documents"), each of Seller's Closing Documents will constitute the legal, valid and binding obligation of the each of Seller and the each Shareholder, as applicable, enforceable against each of them in accordance with its terms, except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors’ rights generally and are subject to general principles of equity. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders and board of directors. Each Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's Closing Documents to which such Shareholder is a party and to perform his its obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller and ShareholderShareholders, enforceable against each of them in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). Upon the execution and delivery by Seller and Shareholder Shareholders of the Assignment and Assumption Agreement and each other agreement to be executed or delivered by any or all of Seller and Shareholder Shareholders at the Closing (collectively, the "Seller's Closing Documents"), each of Seller's Closing Documents will constitute the legal, valid and binding obligation of the Seller and the ShareholderShareholders, enforceable against each of them in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders and board of directors. Shareholder has Shareholders have all necessary legal capacity to enter into this Agreement and the Seller's Closing Documents to which such Shareholder is Shareholders are a party and to perform his their respective obligations hereunder and thereunder. By his their execution of this Agreement and the Seller's Closing Documents, ShareholderShareholders, being the sole shareholder holders of the majority of the outstanding shares of Seller, is thereby hereby are authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller and each Shareholder, enforceable against each of them in accordance with its terms, except as to the extent that enforceability may be is limited by applicable the laws of bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium insolvency or similar laws affecting the enforcement of creditors' ’ rights generally and remedies, or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity)principles. Upon the execution and delivery by Seller and Shareholder Shareholders of the Assignment and Assumption Employment Agreements, the Noncompetition Agreement and each other agreement to be executed or delivered by any or all of Seller and Shareholder Shareholders at the Closing (collectively, the "“Seller's ’s Closing Documents"”), each of Seller's ’s Closing Documents will constitute the legal, valid and binding obligation of the each of Seller and the ShareholderShareholders, enforceable against each of them in accordance with its terms, except to the extent that enforceability is limited by the laws of bankruptcy, insolvency or similar laws affecting creditors’ rights and remedies, or by equitable principles. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and and, at Closing, the Seller's ’s Closing Documents to which it is a party and to perform its obligations under this Agreement and and, at Closing, the Seller's ’s Closing Documents, and such action has been duly authorized by all necessary action by the Shareholders and Seller's shareholders and ’s board of directors. Each Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's ’s Closing Documents to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of each Seller and each Shareholder, enforceable against each of them Seller and each Shareholder in accordance with its terms, except as enforceability may be limited by applicable terms subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, fraudulent conveyance or transfer, moratorium or and other similar laws relating to or affecting the enforcement of creditors' ’ rights generally or by and general equitable principles relating to enforceability (regardless of whether considered in a proceeding in equity or at law or in equitylaw). Upon the execution and delivery by each Seller and Shareholder each Shareholder, as applicable of the Assignment and Assumption Agreement Escrow Agreement, the Non-Competition Agreements, the Registration Rights Agreement, the Consulting Agreements and each other agreement to be executed or delivered by any or all of Seller and Shareholder the Sellers and/or Shareholders at the Closing (collectively, the "Seller's “Sellers’ Closing Documents"”), each of Seller's Sellers’ Closing Documents will constitute the legal, valid and binding obligation of the each Seller and the Shareholdereach Shareholder party thereto, enforceable against each of them such Seller and/or Shareholder in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to tor affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law). Each Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Sellers’ Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's such Sellers’ Closing Documents, and such action has been duly authorized by all necessary action by each Seller's ’s shareholders and board of directors, or members and mangers, as applicable. Each Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's Sellers’ Closing Documents to which such Shareholder is a party and to perform his its obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactions.EXECUTION VERSION

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller and ShareholderSeller, enforceable against each of them the Seller in accordance with its terms, except as enforceability may be limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, fraudulent conveyance or transfer, moratorium or and similar laws affecting the enforcement creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of creditors' rights generally or by equitable equity, including principles relating to enforceability of commercial reasonableness, good faith and fair dealing (regardless of whether considered enforcement is sought in a proceeding at law or in equity). Upon the execution and delivery by Seller and Shareholder of the Assignment and Assumption Agreement and each other agreement to be executed or delivered by any or all of Seller and Shareholder at the Closing (collectively, the "“Seller's ’s Closing Documents"”), each of Seller's ’s Closing Documents will constitute the legal, valid and binding obligation of the Seller and the ShareholderSeller, enforceable against each of them it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in law or in equity). Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's ’s Closing Documents to which it is a party and to perform its obligations under this Agreement and and, with respect to Seller, the Seller's ’s Closing Documents, and such action has been duly authorized by all necessary action by Seller's ’s shareholders and board of directors. Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's Closing Documents to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller and Shareholdereach Seller, enforceable against each of them Seller in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). Upon the execution and delivery by Sellers of the Joinders, the Amended Affiliate Leases, the Seller and Shareholder Franchise Agreements, Escrow Agreement, the Bills of Sale, the Assignment and Assumption Agreements, the Registration Rights Agreement and each other agreement to be executed or delivered by any or all of Seller and Shareholder the Sellers at the Closing (collectively, the "Seller's “Sellers’ Closing Documents"”), each of Seller's the Sellers’ Closing Documents will constitute the legal, valid and binding obligation of each the Seller and the ShareholderSellers, enforceable against each of them in accordance with its terms. Each Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Sellers’ Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's Sellers’ Closing Documents, and such action has been duly authorized by all necessary action by each Seller's shareholders ’s equityholders and board of directorsdirectors or general partner. Shareholder Each Seller has all necessary legal capacity to enter into this Agreement and the Seller's Sellers’ Closing Documents to which such Shareholder Seller is a party and to perform his its obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller and Shareholder, enforceable against each of them in accordance with its terms, except as enforceability may be limited terms subject to limitations on enforcement imposed by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws other Legal Requirements affecting the enforcement of creditors' the rights generally of creditors or by others and to the extent that equitable principles relating to enforceability (regardless remedies such as specific performance and injunctions are only available in the discretion of whether considered in a proceeding at law or in equity)the court from which they are sought. Upon the execution and delivery by Seller and Shareholder of the Assignment and Assumption Agreement Noncompetition Agreements, and each other agreement to be executed or delivered by any or all of Seller and Shareholder at the Closing (collectively, the "Seller's Closing Documents"), each of Seller's Closing Documents will constitute the legal, valid and binding obligation of the each of Seller and the Shareholder, enforceable against each of them in accordance with its terms. Seller terms subject to limitations on enforcement imposed by bankruptcy, insolvency, reorganization, or other Legal Requirements affecting the enforcement of the rights of creditors or others and to the extent that equitable remedies such as specific performance and injunctions are only available in the discretion of the court from which they are soughtSeller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders shareholder and board of directors. The Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's Closing Documents to which such the Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents(b) Except as set forth in Exhibit 3.2(b), Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) neither the execution and delivery of this Agreement and nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): (i) Breach (A) any provision of any of the Governing Documents of Seller or (B) any resolution adopted by the board of directors or the Shareholder of Seller's Closing Documents, and ; (ii) Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller or Shareholder, or any of the Assets, may be subject; (iii) Contravene, conflict with or result in a violation or breach in any material respect of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of Seller; (iv) Cause Buyer to become subject to, or to become liable for the payment of, any transfer tax as a result of the Closing; (v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract; (vi) Result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (c) Except as set forth in Exhibit 3.2(c), neither Seller nor Shareholder is required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.. 3.3

Enforceability; Authority; No Conflict. (a) This Agreement constitutes has been duly authorized, executed and delivered by Seller, subject only to the receipt of the shareholder approvals described in Sections 7.6 and 8.5, and is the legal, valid and binding obligation of Seller and ShareholderSeller, enforceable against each of them Seller in accordance with its terms, terms except as enforceability to the extent that enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement general principles of creditors' rights generally or by equitable principles relating to enforceability equity (regardless of whether enforcement is considered in a proceeding at law or in equity). Seller's Board of Directors has approved this Agreement and the Contemplated Transactions and determined that it will recommend to the shareholders of Seller approval of the matters listed in Section 5.10. Upon the execution and delivery by Seller and Shareholder of the Assignment and Assumption Agreement and each other agreement to be executed or delivered by any or all of Seller and Shareholder it at the Closing (collectively, the "Seller's Seller Closing Documents"), each of Seller's Seller Closing Documents will constitute the legal, valid and binding obligation of the Seller and the ShareholderSeller, enforceable against each of them Seller in accordance with its termsterms except to the extent that enforcement thereof may be limited by general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity). Subject to the receipt of shareholder approval, Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Seller Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's Seller Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders and board of directors. Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's Closing Documents to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactionscorporate action.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes and, when executed and delivered at Closing, each other agreement, document and instrument to be executed, delivered or performed by Sellers in connection with this Agreement (collectively, the “Seller Documents”) will constitute, the legal, valid and binding obligation of Seller and Shareholdereach of Sellers, enforceable against each of them in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability terms (regardless of whether considered in assuming this Agreement is a proceeding at law or in equity). Upon the execution and delivery by Seller and Shareholder of the Assignment and Assumption Agreement and each other agreement to be executed or delivered by any or all of Seller and Shareholder at the Closing (collectively, the "Seller's Closing Documents"), each of Seller's Closing Documents will constitute the legal, valid and binding obligation of, and enforceable against, Buyer), subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights and general principles of the Seller and the Shareholder, enforceable against each equity relating to enforceability. Each of them in accordance with its terms. Seller Sellers has the absolute and unrestricted requisite right, power and authority to execute execute, deliver and deliver perform this Agreement and has or will have prior to Closing the Seller's Closing Documents to which it is a party requisite right, power and authority to perform its obligations under this Agreement and to execute, deliver and perform each other Seller Document and to carry out the Seller's Closing Documentstransactions contemplated hereby and thereby, and such action has or will have prior to Closing been duly authorized by all necessary limited liability company, partnership or corporate action, as applicable. All limited liability, partnership or corporate proceedings, as applicable, and any action required to be taken by Seller's shareholders Sellers relating to the execution, delivery and board of directors. Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's Closing Documents to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution performance of this Agreement and the Seller's Closing DocumentsSeller Documents and the consummation of the transactions contemplated hereby and thereby have been duly taken or will have been duly taken prior to Closing. (b) Except as set forth in Schedule 3.2(b), Shareholdernone of the execution, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery or performance of this Agreement and the Seller's Closing DocumentsSeller Documents nor the consummation or performance hereof or thereof will (with or without notice or lapse of time): (i) contravene, and conflict with or result in a violation or breach of any of the terms or requirements of (A) any provision of any of the Governing Documents of any of the Sellers, or (B) any resolution adopted by the managers or members of 1051FM, the partners of Susquehanna, or the directors or shareholders of Radio; (ii) contravene, conflict with or result in a violation or breach of any of the Contemplated Transactions.terms or requirements of, or give any Governmental Body or other Person the right to challenge the transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which Sellers may be subject; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Commission Authorization or any material Governmental Authorization that is not a Commission Authorization or any Legal Requirement relating to the Business that is held by any of the Sellers; (iv) result in a breach of, or violate, or be in conflict with, or constitute a default under, or permit the termination of, or require any consent or authorization under, or cause or permit acceleration of the maturity or performance of or payment under any Material Contract, other than as indicated on Schedule 3.20(b), or adversely affect any Intangible that is material to the Business or the operation of any of the Stations; or 18

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of each Seller and each Shareholder, enforceable against each of them Seller and each Shareholder in accordance with its terms, except as enforceability may be limited by applicable terms subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, fraudulent conveyance or transfer, moratorium or and other similar laws relating to or affecting the enforcement of creditors' ’ rights generally or by and general equitable principles relating to enforceability (regardless of whether considered in a proceeding in equity or at law or in equitylaw). Upon the execution and delivery by each Seller and Shareholder each Shareholder, as applicable of the Assignment and Assumption Agreement Escrow Agreement, the Non-Competition Agreements, the Registration Rights Agreement, the Consulting Agreements and each other agreement to be executed or delivered by any or all of Seller and Shareholder the Sellers and/or Shareholders at the Closing (collectively, the "Seller's “Sellers’ Closing Documents"”), each of Seller's Sellers’ Closing Documents will constitute the legal, valid and binding obligation of the each Seller and the Shareholdereach Shareholder party thereto, enforceable against each of them such Seller and/or Shareholder in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to tor affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law). Each Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Sellers’ Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's such Sellers’ Closing Documents, and such action has been duly authorized by all necessary action by each Seller's ’s shareholders and board of directors, or members and mangers, as applicable. Each Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's Sellers’ Closing Documents to which such Shareholder is a party and to perform his its obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller and ShareholderSeller, enforceable against each of them Seller in accordance with its terms, terms (except as such enforceability may be limited by applicable laws relating to bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or other similar laws legal requirement relating to or affecting the enforcement of creditors' ’ rights generally or by equitable and except as such enforceability is subject to general principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). Upon the execution and delivery by Seller of each agreement and Shareholder of the Assignment and Assumption Agreement and each other agreement certificate to be executed or delivered by any or all of Seller and Shareholder at the Closing pursuant to Section 2.6(a) (collectively, the "“Seller's ’s Closing Documents"”), each of Seller's ’s Closing Documents will constitute the legal, valid and binding obligation of the Seller and the ShareholderSeller, enforceable against each of them Seller in accordance with its termsterms (except as such enforceability may be limited by applicable laws relating to bankruptcy, insolvency, reorganization, moratorium or other similar legal requirement relating to or affecting creditors’ rights generally and except as such enforceability is subject to general principles of equity). Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's ’s Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's ’s Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders ’s equityholders and board of directorsmanagers. Shareholder has Seller and its equityholders have all necessary legal capacity to enter into this Agreement and the Seller's ’s Closing Documents to which such Shareholder is they are a party and to perform his their obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller and ShareholderSeller, enforceable against each of them Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, fraudulent conveyance or transfer, moratorium or other similar laws relating to or affecting the enforcement rights of creditors' rights creditors generally or and by equitable principles relating to enforceability (regardless of whether considered applied in a proceeding at law or in equity), including those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defenses and equitable subordination. Upon the execution and delivery by Seller and Shareholder of the Assignment and Assumption Agreement and each other agreement Transaction Document to be executed or delivered by any or all of Seller and Shareholder at the Closing (collectivelyClosing, the "Seller's Closing Documents"), each of Seller's Closing Documents will such Transaction Document shall constitute the legal, valid valid, and binding obligation of the Seller and the ShareholderSeller, enforceable against each of them Seller in accordance with its terms; provided, that the exceptions pertaining to enforceability set forth in the immediately preceding sentence shall apply equally to this sentence. Seller has the absolute and unrestricted rightThis Agreement, power and authority to execute and deliver this Agreement each applicable Transaction Document and the Seller's Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's Closing Documents, and such action has Contemplated Transactions have been duly approved and authorized by all necessary action by Seller's shareholders requisite corporate action, including, without limiting the generality of the foregoing, all shareholder and board of directors. Shareholder has all necessary legal capacity directors approvals required pursuant to enter into this Agreement and the Seller's Closing Documents ’s articles of incorporation and bylaws, as amended, and any Legal Requirements for the valid and effective sale and transfer of the Assets to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing DocumentsBuyer at Closing, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) consummation or performance of any of the Contemplated Transactions, and no other corporate or other proceedings or actions on the part of Seller, its board of directors or shareholders are necessary therefor. The person executing this Agreement on Seller’s behalf warrants that such person is fully authorized to so act.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of each Seller and Shareholder, enforceable against each of them in accordance with its terms, except as enforceability may be limited by subject to applicable laws relating to bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement receivership and to general principles of creditors' rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). Upon the execution and delivery by Seller Sellers and Shareholder of the Assignment each Closing Document and Assumption Agreement and each other agreement to be executed or delivered by any or all of Seller Sellers and Shareholder at the Closing (collectively, the "Seller's Sellers' Closing Documents"), each of Seller's Sellers' Closing Documents will constitute the legal, valid and binding obligation of the each Seller and Shareholder party thereto, as the Shareholdercase may be, enforceable against each of them in accordance with its terms, subject to applicable laws relating to bankruptcy, insolvency, reorganization, moratorium or receivership and to general principles of equity. Each Seller has the absolute and unrestricted all necessary right, power and authority to execute and deliver this Agreement and the Seller's Sellers' Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's Sellers' Closing DocumentsDocuments to which it is a party, and such action has been duly authorized by all necessary action by Seller's Sellers' shareholders and board of directors. Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's Closing Documents to which such Shareholder is a party and to perform his its obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller and ShareholderBuyer, enforceable against each of them it in accordance with its terms, except as enforceability such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or and similar laws affecting the enforcement creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of creditors' rights generally or by equitable equity, including principles relating to enforceability of commercial reasonableness, good faith and fair dealing (regardless of whether considered enforcement is sought in a proceeding Proceeding at law or in equity). Upon the execution and delivery by Seller and Shareholder Buyer of the Credit Instrument, the Assignment and Assumption Agreement, the Beutlich License Agreement, the Patent License Assignment, the Vxx Xxxx Consulting Agreement, the Termination Agreement, the Side Letter Agreement and each other agreement and instrument to be executed or and delivered by any or all of Seller and Shareholder Buyer at the Closing (collectively, the "Seller's “Buyer Closing Documents"”), each of Seller's the Buyer Closing Documents will shall constitute the legal, valid and binding obligation of the Seller and the Shareholder, Buyer enforceable against each of them Buyer in accordance with its their respective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a Proceeding at law or in equity). Seller Buyer has the absolute and unrestricted right, all corporate power and corporate authority to execute and deliver this Agreement and the Seller's Buyer Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's Buyer Closing Documents, and such action has been duly authorized by all necessary corporate action by Seller's shareholders and board on the part of directorsBuyer. Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's Closing Documents to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) Neither the execution and delivery of this Agreement and by Buyer nor the Seller's Closing Documents, and (ii) consummation or performance of any of the Contemplated Transactions.Transactions shall, directly or indirectly (with or without notice or lapse of time):

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller and Shareholder, enforceable against each of them in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). Upon the execution and delivery by Seller and Shareholder of the Assignment and Assumption Agreement Escrow Agreement, the Employment Agreement, and each other agreement to be executed or delivered by any or all of Seller and Shareholder at the Closing (collectively, the "Seller's Closing Documents"), each of Seller's Closing Documents will constitute the legal, valid and binding obligation of the each of Seller and the ShareholderShareholders, enforceable against each of them in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders and board of directors. Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's Closing Documents to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) Neither the execution and delivery of this Agreement and nor the Seller's Closing Documents, and (ii) consummation or performance of any of the Contemplated Transactions.Transactions will, directly or indirectly (with or without notice or lapse of time): Breach (A) any provision of any of the Governing Documents of Seller or (B) any resolution adopted by the board of directors or the shareholders of Seller; Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller or either Shareholder, or any of the Assets, may be subject; contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of Seller; cause Buyer to become subject to, or to become liable for the payment of, any Tax; Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract; or result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; Neither Seller nor the Shareholder is required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the