Common use of Environmental Matters; OSHA Clause in Contracts

Environmental Matters; OSHA. (a) With respect to the Entravision Stations and the Sale Assets, each Entravision Party is, and all of its activities have been conducted, in compliance in all material respects with the provisions of all Environmental Laws. Each Entravision Party has all material environmental, health and safety permits necessary or required for either the operation of the Entravision Stations as currently operated or the ownership of the Sale Assets. All such permits are in full force and effect, and each Entravision Party is in compliance in all material respects with the terms and conditions of such permits. (b) There is no Action pending or, to the knowledge of the Entravision Parties, threatened that may result in the reversal, rescission, termination, modification or suspension of any environmental or health or safety permits necessary for the operation of the Entravision Stations as currently conducted or the ownership of the Sale Assets, or alleging a material violation of any Environmental Law with respect thereto, or that could give rise to a material Liability or any clean-up or remediation under any Environmental Law with respect thereto. (c) No Entravision Party has, and, to the knowledge of the Entravision Parties, no other Person has, caused or permitted materials to be generated, released, stored, treated, recycled, disposed of, on, under or at such parcels, which materials, if known to be present, would require clean up, removal or other remedial or responsive action under Environmental Laws (other than normal office, cleaning and maintenance supplies in reasonable quantities used or stored appropriately in the buildings or improvements on the Real Property). No Entravision Party has caused the migration of any materials from the Sale Assets onto or under any property, which materials, if known to be present, would require cleanup, removal or other remedial or responsive action under Environmental Laws. There are no underground storage tanks and no PCBs or friable asbestos in or on the Sale Assets or the Real Property. (d) No Entravision Party, nor to the Entravision Parties’ knowledge any other Person, is subject to any Order with respect to the Entravision Stations or the Sale Assets related to or arising out of Environmental Laws, and no Entravision Party has received notice that it has been named or listed as a potentially responsible party by any Person or governmental body or agency in any matter, under Environmental Laws. (e) No Entravision Party, nor to the Entravision Parties’ knowledge any other Person, has discharged or disposed of any petroleum product or solid waste on the Real Property or on the property adjacent to such Real Property owned by third parties, which may form the basis for any present or future claim based upon the Environmental Laws, or any demand or action seeking clean-up of any site, location, body of water, surface or subsurface, under any Environmental Laws or otherwise, or which may subject the owner of the real property to claims by third parties (except to the extent third party Liability can be established) for damages. (f) No portion of the Sale Assets have ever been used by the Entravision Parties, nor to the Entravision Parties’ knowledge by any other Person, in violation of Environmental Laws or as a landfill, dump site or any other use which involves the disposal or storage of Hazardous Materials on-site or in any manner which may constitute a Material Adverse Condition. (g) No pesticides, herbicides, fertilizers or other materials have been used on, applied to or disposed of by the Entravision Parties on or in the Sale Assets in material violation of any Environmental Laws (other than normal office, cleaning and maintenance supplies in reasonable quantities used and/or stored appropriately in the buildings or improvements on the Real Property). (h) With respect to the Sale Assets, each Entravision Party has disposed of all waste in full compliance with all Environmental Laws and, to the knowledge of the Entravision Parties, there is no existing condition that may form the basis of any present or future claim, demand or action seeking clean up of any facility, site, location or body of water, surface or subsurface, for which the Univision Parties could be liable or responsible solely as a result of the disposal of waste at such site by the Entravision Parties. (i) Each Entravision Party has been and is in compliance in all material respects with all OSHA Laws applicable to the Sale Assets. (j) Each Entravision Party has delivered or made available to the Univision Parties true, correct and complete copies of all reports, assessments, studies, information, and surveys in its possession or in the possession of its agents or contractors relating to past or present environmental conditions or compliance with Environmental Laws relating to the Entravision Stations or the Sale Assets.

Environmental Matters; OSHA. (a) With respect to the Entravision Stations and the Sale Assets, each Entravision Party is, and all of its activities have been conducted, Seller is in compliance in all material respects with the provisions of all Environmental Laws. Each Entravision Party has all material environmental, health and safety permits necessary or required for either Laws except where the operation of the Entravision Stations as currently operated or the ownership of the Sale Assets. All such permits are failure to do so would not likely result in full force and effect, and each Entravision Party is in compliance in all material respects with the terms and conditions of such permitsa Material Adverse Condition. (b) There is no Action pending orSeller has not, and to the Seller’s knowledge of the Entravision Parties, threatened that may result in the reversal, rescission, termination, modification or suspension of any environmental or health or safety permits necessary for the operation of the Entravision Stations as currently conducted or the ownership of the Sale Assets, or alleging a material violation of any Environmental Law with respect thereto, or that could give rise to a material Liability or any clean-up or remediation under any Environmental Law with respect thereto. (c) No Entravision Party has, and, to the knowledge of the Entravision Parties, no other Person has, caused or permitted materials to be generated, released, stored, treated, recycled, disposed of, on, under or at such parcelsthe Real Property, which materials, if known to be present, would require clean up, removal or other remedial or responsive action under Environmental Laws (other than normal office, cleaning and maintenance supplies in reasonable quantities used or and /or stored appropriately in the buildings or improvements on the Real Property). No Entravision Party has caused the migration of any materials from the Sale Assets onto or under any property, which materials, if known to be present, would require cleanup, removal or other remedial or responsive action under Environmental Laws. There are no underground storage tanks and no PCBs or friable asbestos in or on the Sale Assets or the Real Property. (dc) No Entravision PartyNeither Seller, nor to the Entravision Parties’ knowledge Seller’s knowledge, any other Person, is subject to any Order judgment, decree, order or citation with respect to the Entravision Stations or the Sale Assets related to or arising out of Environmental Laws, and no Entravision Party Seller has not received written notice that it has been named or listed as a potentially responsible party by any Person or governmental body or agency in any matter, matter with respect to the Real Property under Environmental Laws. (e) No Entravision Party, nor to the Entravision Parties’ knowledge any other Person, has discharged or disposed of any petroleum product or solid waste on the Real Property or on the property adjacent to such Real Property owned by third parties, which may form the basis for any present or future claim based upon the Environmental Laws, or any demand or action seeking clean-up of any site, location, body of water, surface or subsurface, under any Environmental Laws or otherwise, or which may subject the owner of the real property to claims by third parties (except to the extent third party Liability can be established) for damages. (fd) No portion of the Sale Assets have has ever been used by the Entravision PartiesSeller, nor to the Entravision Parties’ Seller’s knowledge by any other Person, in violation of Environmental Laws in any material respect or as a landfill, dump site or any other use which involves the disposal or storage of Hazardous Materials on-site except in compliance in all material respects with applicable law or in any manner which may would likely constitute a Material Adverse ConditionCondition on the Real Property or the Sale Assets. (g) No pesticides, herbicides, fertilizers or other materials have been used on, applied to or disposed of by the Entravision Parties on or in the Sale Assets in material violation of any Environmental Laws (other than normal office, cleaning and maintenance supplies in reasonable quantities used and/or stored appropriately in the buildings or improvements on the Real Property). (he) With respect to the Sale Assets, each Entravision Party Seller has disposed of all waste in full compliance with all Environmental Laws and, to the knowledge of the Entravision Parties, there is no existing condition that may form the basis of any present or future claim, demand or action seeking clean up of any facility, site, location or body of water, surface or subsurface, for which the Univision Parties could be liable or responsible solely as a result of the disposal of waste at such site by the Entravision Parties. (i) Each Entravision Party has been and is in compliance in all material respects with all Environmental Laws. (f) To Seller’s knowledge, Seller is in material compliance with all OSHA Laws applicable to the Sale Assets. (jg) Each Entravision Party has delivered or made available With respect to the Univision Parties trueReal Property or Sale Assets, correct and complete copies Seller has not received written notice of all reportsany actions, assessmentscauses of action, studiesclaims, informationinvestigations, and surveys in its possession demands or in the possession of its agents notices alleging liability under or contractors relating to past or present environmental conditions or non-compliance with Environmental Laws relating to the Entravision Stations or the Sale AssetsLaws.

Environmental Matters; OSHA. (a) With respect to the Entravision Stations and the Sale Assets, each Entravision Party is, and Seller has obtained all of its activities have been conducted, in compliance in all material respects with the provisions of all Environmental Laws. Each Entravision Party has all material environmental, health and safety permits necessary or required for either the operation of the Entravision Stations as currently operated or the ownership of the Sale Assets. All Station and all such permits are in full force and effect, effect and each Entravision Party Seller is in compliance in with all material respects with the terms and material conditions of such permits. (b) There is no Action proceeding pending or, to the knowledge of the Entravision PartiesSeller's actual knowledge, threatened that which may result in the reversal, rescission, termination, modification or suspension of any environmental or health or safety permits necessary for the operation of the Entravision Stations as currently conducted or the ownership of the Sale Assets, or alleging a material violation of any Environmental Law with respect thereto, or that could give rise to a material Liability or any clean-up or remediation under any Environmental Law with respect theretoStation. (c) No Entravision Party has, and, With respect to the knowledge Station, Seller is in compliance in all material respects with the provisions of Environmental Laws. (d) During Seller's occupancy of any real property associated with the Entravision PartiesStation ("the Real Property"), Seller has not, and to Seller's actual knowledge, no other Person has, person or entity has caused or permitted materials to be generated, released, stored, treated, recycled, disposed of, of on, under or at such parcels, which materials, if known to be present, would require clean up, removal or other remedial or responsive action under Environmental Laws (other than normal office, cleaning and maintenance supplies in reasonable quantities used or stored appropriately in the buildings or improvements on the Real Property)Laws. No Entravision Party Seller has not caused the migration of any materials from the Sale Assets Real Property onto or under any property, property adjacent to the Real Property which materials, if known to be present, would require cleanup, removal or other remedial or responsive action under Environmental Laws. There To Seller's actual knowledge there are no underground storage tanks and no PCBs polychlorinated biphenyls ("PCB") or friable asbestos in or on the Sale Assets or the Real Propertysuch property. (de) No Entravision Party, nor to the Entravision Parties’ knowledge any other Person, Seller is not subject to any Order judgment, decree, order or citation with respect to the Entravision Stations Station or the Sale Assets Real Property related to or arising out of Environmental Laws, and no Entravision Party Seller has not received notice that it has been named or listed as a potentially responsible party by any Person person or governmental body or agency in any matter, matter arising under Environmental Laws. (ef) No Entravision Party, nor to the Entravision Parties’ knowledge any other Person, Seller has not discharged or disposed of any petroleum product or solid waste on the Real Property Property, or on the property adjacent to such the Real Property owned by third partiesProperty, which may form the basis for any present or future claim based upon the Environmental LawsLaws in existence on the date hereof or as of the Closing, or any demand or action seeking clean-up of any site, location, body of water, surface or subsurface, under any Environmental Laws or otherwise, or which may subject the owner of the real property Real Property to claims by third parties (except to the extent third party Liability liability can be established) for damages. (fg) No portion of the Sale Assets have Real Property has ever been used by the Entravision Parties, nor to the Entravision Parties’ knowledge by any other Person, Seller in material violation of Environmental Laws or used by Seller as a landfill, dump site or any other use which involves the disposal or storage of Hazardous Materials on-site or in any manner which may constitute a Material Adverse Conditionadversely affect the value of the Real Property. (gh) No pesticides, herbicides, fertilizers or other materials have been used on, applied to or disposed of by Seller on the Entravision Parties on or in the Sale Assets Real Property in material violation of any Environmental Laws (other than normal office, cleaning and maintenance supplies in reasonable quantities used and/or stored appropriately in the buildings or improvements on the Real Property)Laws. (hi) With respect to the Sale AssetsStation or the Real Property, each Entravision Party Seller has disposed of all waste in full compliance with all Environmental Laws and, and to the knowledge of the Entravision PartiesSeller's actual knowledge, there is no existing condition that may form the basis of any present or future claim, demand or action seeking clean up of any facility, site, location or body of water, surface or subsurface, for which the Univision Parties could be liable or responsible solely as a result of the disposal of waste at such site by the Entravision Parties. (i) Each Entravision Party has been and is in compliance in all material respects with all OSHA Laws applicable to the Sale Assets. (j) Each Entravision Party has delivered or made available to the Univision Parties trueTo Seller's actual knowledge, correct and complete copies of all reports, assessments, studies, information, and surveys Seller is in its possession or in the possession of its agents or contractors relating to past or present environmental conditions or material compliance with Environmental Laws relating to the Entravision Stations or the Sale Assetsall OSHA Laws.

Environmental Matters; OSHA. (a) With respect to the Entravision Stations and the Sale AssetsSeller has obtained all material, each Entravision Party is, and all of its activities have been conducted, in compliance in all material respects with the provisions of all Environmental Laws. Each Entravision Party has all material environmental, health and safety permits necessary or required for either the operation of the Entravision Stations Station as currently operated or the ownership of the Sale Assets. All Assets and all such permits are in full force and effect, effect and each Entravision Party Seller is in compliance in with all material respects with the terms and conditions of such permits. (b) There is no Action proceeding pending or, to the knowledge of the Entravision Parties, or threatened that which may result in the reversal, rescission, termination, modification or suspension of any environmental or health or safety permits necessary for the operation of the Entravision Stations Station as currently conducted or the ownership of the Sale Assets, or alleging a material violation of any Environmental Law with respect thereto, or that could give rise to a material Liability or any clean-up or remediation under any Environmental Law with respect thereto. (c) No Entravision Party has, and, With respect to the knowledge Station and the Sale Assets, Seller is in compliance in all material respects with the provisions of the Entravision PartiesEnvironmental Laws. (d) Seller has not, and no other Person hasperson or entity, has caused or permitted materials to be generated, released, stored, treated, recycled, disposed of, on, under or at such parcels, which materials, if known to be present, would require clean up, removal or other remedial or responsive action under Environmental Laws (other than normal office, cleaning and maintenance supplies in reasonable quantities used or and /or stored appropriately in the buildings or improvements on the Real Property). No Entravision Party Seller has not caused the migration of any materials from the Sale Assets onto or under any property, which materials, if known to be present, would require cleanup, removal or other remedial or responsive action under Environmental Laws. There are no underground storage tanks and no PCBs or friable asbestos in or on the Sale Assets or the Real Property. (de) No Entravision Party, nor to the Entravision Parties’ knowledge any other Person, Seller is not subject to any Order judgment, decree, order or citation with respect to the Entravision Stations or the Sale Assets related to or arising out of Environmental Laws, and no Entravision Party Seller has not received notice that it has been named or listed as a potentially responsible party by any Person person or governmental body or agency in any matter, under Environmental Laws. (ef) No Entravision Party, nor to the Entravision Parties’ knowledge any other Person, Seller has not discharged or disposed of any petroleum product or solid waste on the Real Property or on the property adjacent to such the Real Property owned by third parties, which may form the basis for any present or future claim based upon the Environmental LawsLaws in existence on the date hereof or as of the Closing, or any demand or action seeking clean-up of any site, location, body of water, surface or subsurface, under any Environmental Laws or otherwise, or which may subject the owner of the real property Real Property to claims by third parties (except to the extent third party Liability liability can be established) for damages. (fg) No portion of the Sale Assets have ever been used by the Entravision PartiesSeller, nor to the Entravision Parties’ knowledge by any other Personprevious owner of the Sale Assets, or any of them, in material violation of Environmental Laws or as a landfill, dump site or any other use which involves the disposal or storage of Hazardous Materials on-site or in any manner which may constitute have a Material Adverse ConditionEffect on the value of the Real Property or the Sale Assets. (gh) No pesticides, herbicides, fertilizers or other materials have been used on, applied to or disposed of by the Entravision Parties Seller on or in the Sale Assets in material violation of any Environmental Laws (other than normal office, cleaning and maintenance supplies in reasonable quantities used and/or stored appropriately in the buildings or improvements on the Real Property). (hi) With respect to the Sale Assets, each Entravision Party Seller has disposed of all waste in full compliance with all Environmental Laws and, to the knowledge of the Entravision Parties, and there is no existing condition that may form the basis of any present or future claim, demand or action seeking clean up of any facility, site, location or body of water, surface or subsurface, for which the Univision Parties Buyer could be liable or responsible solely as a result of the disposal of waste at such site by a prior owner of the Entravision PartiesSale Assets. (ij) Each Entravision Party has been and Seller is in material compliance in all material respects with all OSHA Laws applicable to the Sale Assets. (jk) Each Entravision Party Seller has delivered not received written notice of, nor is it the subject of, any actions, causes of action, claims, investigations, demands or made available to the Univision Parties true, correct and complete copies of all reports, assessments, studies, information, and surveys in its possession notices alleging liability under or in the possession of its agents or contractors relating to past or present environmental conditions or non-compliance with Environmental Laws or that Seller is a potentially responsible party at any superfund site or state equivalent site with respect to the Real Property or Sale Assets. (l) Seller has not agreed to indemnify any predecessor or other party with respect to any environmental liability relating to the Entravision Stations Real Property or the Sale Assets.

Environmental Matters; OSHA. (a) With respect to the Entravision Stations and the Sale Assets, each Entravision Party is, and all of its activities have been conducted, in compliance in all material respects with the provisions of all Environmental Laws. Each Entravision Representing Party has obtained all material material, environmental, health and safety permits necessary or required for either the operation of the Entravision Applicable Stations as currently operated or the ownership of the Sale Assets. All Assets of the Representing Party and all such permits are in full force and effect, effect and each Entravision Representing Party is in compliance in with all material respects with the terms and conditions of such permits. (b) There is no Action proceeding pending or, to the knowledge of the Entravision Parties, or threatened that which may result in the reversal, rescission, termination, modification or suspension of any environmental or health or safety permits necessary for the operation of the Entravision Applicable Stations as currently conducted or the ownership of the Sale Assets, or alleging a material violation of any Environmental Law with respect thereto, or that could give rise to a material Liability or any clean-up or remediation under any Environmental Law with respect thereto. (c) No Entravision Party has, and, With respect to the knowledge Applicable Stations and the Sale Assets of the Entravision PartiesRepresenting Party, Representing Party is in compliance in all material respects with the provisions of Environmental Laws. (d) Representing Party has not, and no other Person has, caused or permitted materials to be generated, released, stored, treated, recycled, disposed of, on, under or at such parcels, which materials, if known to be present, would require clean up, removal or other remedial or responsive action under Environmental Laws (other than normal office, cleaning and maintenance supplies in reasonable quantities used or and /or stored appropriately in the buildings or improvements on the Real Property). No Entravision Representing Party has not caused the migration of any materials from the Sale Assets onto or under any property, which materials, if known to be present, would require cleanup, removal or other remedial or responsive action under Environmental Laws. There are no underground storage tanks and no PCBs or friable asbestos in or on the Sale Assets or Real Property of the Real PropertyRepresenting Party. (de) No Entravision Neither Representing Party, nor to the Entravision Parties’ Representing Party’s knowledge any other Person, is subject to any Order judgment, decree, order or citation with respect to the Entravision Stations or the Sale Assets of the Representing Party related to or arising out of Environmental Laws, and no Entravision Representing Party has not received notice that it has been named or listed as a potentially responsible party by any Person or governmental body or agency in any matter, under Environmental Laws. (ef) No Entravision Neither Representing Party, nor to the Entravision Parties’ Representing Party’s knowledge any other Person, has discharged or disposed of any petroleum product or solid waste on the Real Property of the Representing Party or on the property adjacent to such Real Property owned by third parties, which may form the basis for any present or future claim based upon the Environmental LawsLaws in existence on the date hereof or as of the Closing, or any demand or action seeking clean-up of any site, location, body of water, surface or subsurface, under any Environmental Laws or otherwise, or which may subject the owner of the real property to claims by third parties (except to the extent third party Liability liability can be established) for damages. (fg) No portion of the Sale Assets of the Representing Party have ever been used by the Entravision PartiesRepresenting Party, nor to the Entravision Parties’ Representing Party’s knowledge by any other Person, or any of them, in violation of Environmental Laws or as a landfill, dump site or any other use which involves the disposal or storage of Hazardous Materials on-site or in any manner which may constitute a Material Adverse ConditionCondition on the value of the Real Property or the Sale Assets of the Representing Party. (gh) No pesticides, herbicides, fertilizers or other materials have been used on, applied to or disposed of by the Entravision Parties on or in the Sale Assets of the Representing Party in material violation of any Environmental Laws (other than normal office, cleaning and maintenance supplies in reasonable quantities used and/or stored appropriately in the buildings or improvements on the Real Property). (hi) With respect to the Sale AssetsAssets of the Representing Party, each Entravision Representing Party has disposed of all waste in full compliance with all Environmental Laws and, to the knowledge of the Entravision Parties, and there is no existing condition that may form the basis of any present or future claim, demand or action seeking clean up of any facility, site, location or body of water, surface or subsurface, for which the Univision Parties Transferee could be liable or responsible solely as a result of the disposal of waste at such site by the Entravision Partiessite. (ij) Each Entravision Representing Party has been and is in material compliance in all material respects with all OSHA Laws applicable to the Sale AssetsAssets of the Representing Party. (jk) Each Entravision Representing Party has delivered not received written notice of, nor is it the subject of, any actions, causes of action, claims, investigations, demands or made available to the Univision Parties true, correct and complete copies of all reports, assessments, studies, information, and surveys in its possession notices alleging liability under or in the possession of its agents or contractors relating to past or present environmental conditions or non-compliance with Environmental Laws relating or that Representing Party is a potentially responsible party at any superfund site or state equivalent site with respect to the Entravision Stations Real Property or Sale Assets of the Sale AssetsRepresenting Party.

Environmental Matters; OSHA. (a) With respect to the Entravision Stations and the Sale AssetsExcept as set forth on Schedule 3.14, each Entravision Party isSeller has obtained all material, and all of its activities have been conducted, in compliance in all material respects with the provisions of all Environmental Laws. Each Entravision Party has all material environmental, health and safety permits necessary or required for either the operation of the Entravision Stations Station as currently operated or the ownership of the Sale Assets. All Real Property and all such permits are in full force and effect, effect and each Entravision Party Seller is in compliance in with all material respects with the terms and conditions of such permits. (b) There is no Action proceeding pending or, to the knowledge of the Entravision PartiesSeller's actual knowledge, threatened that which may result in the reversal, rescission, termination, modification or suspension of any environmental or health or safety permits necessary for the operation of the Entravision Stations Station as currently conducted or the ownership of the Sale Assets, or alleging a material violation of any Environmental Law with respect thereto, or that could give rise to a material Liability or any clean-up or remediation under any Environmental Law with respect theretoReal Property. (c) No Entravision Party has, and, With respect to the knowledge Station and the ownership of the Entravision PartiesReal Property, Seller is in compliance in all material respects with the provisions of Environmental Laws. (d) During Seller's occupancy of the Real Property, Seller has not, and to Seller's actual knowledge, no other Person has, person or entity has caused or permitted materials to be generated, released, stored, treated, recycled, disposed of, of on, under or at such parcels, which materials, if known to be present, would require clean up, removal or other remedial or responsive action under Environmental Laws (other than normal office, cleaning and maintenance supplies in reasonable quantities used or and /or stored appropriately in the buildings or improvements on the Real Property). No Entravision Party Seller has not caused the migration of any materials from the Sale Assets Real Property onto or under any property, property adjacent to the Real Property which materials, if known to be present, would require cleanup, removal or other remedial or responsive action under Environmental Laws. There are no underground storage tanks and no PCBs polychlorinated biphenyls ("PCB") or friable asbestos in or on the Sale Assets or the Real Propertysuch property. (de) No Entravision PartyExcept as set forth on Schedule 3.14, nor to the Entravision Parties’ knowledge any other Person, Seller is not subject to any Order judgment, decree, order or citation with respect to the Entravision Stations Station or the Sale Assets Real Property related to or arising out of Environmental Laws, and no Entravision Party Seller has not received notice that it has been named or listed as a potentially responsible party by any Person person or governmental body or agency in any matter, matter arising under Environmental Laws. (ef) No Entravision Party, nor to the Entravision Parties’ knowledge any other Person, Seller has not discharged or disposed of any petroleum product or solid waste on the Real Property or on the property adjacent to such the Real Property owned by third parties, which which, to the best of Seller's knowledge, may form the basis for any present or future claim based upon the Environmental LawsLaws in existence on the date hereof or as of the Closing, or any demand or action seeking clean-up of any site, location, body of water, surface or subsurface, under any Environmental Laws or otherwise, or which may subject the owner of the real property Real Property to claims by third parties (except to the extent third party Liability liability can be established) for damages. (fg) No portion of the Sale Assets have Real Property has ever been used by the Entravision PartiesSeller, nor nor, to the Entravision Parties’ knowledge best of Seller's knowledge, by any other Personprevious occupant of the Real Property, in material violation of Environmental Laws or as a landfill, dump site or any other use which involves the disposal or storage of Hazardous Materials on-site or in any manner which may constitute a Material Adverse Conditionmaterially adversely affect the value of the Real Property. (gh) No pesticides, herbicides, fertilizers or other materials have been used on, applied to or disposed of by Seller on the Entravision Parties on or in the Sale Assets Real Property in material violation of any Environmental Laws (other than normal office, cleaning and maintenance supplies in reasonable quantities used and/or stored appropriately in the buildings or improvements on the Real Property). (hi) With respect to the Sale AssetsStation or the Real Property, each Entravision Party Seller has disposed of all waste in full compliance with all Environmental Laws and, to the knowledge best of the Entravision PartiesSeller's knowledge, there is no existing condition that may form the basis of any present or future claim, demand or action seeking clean up of any facility, site, location or body of water, surface or subsurface, for which the Univision Parties Buyer could be liable or responsible solely as a result of the disposal of waste at such site by a prior owner of the Entravision PartiesReal Property. (ij) Each Entravision Party has been and Seller is in material compliance in all material respects with all OSHA Laws applicable to the Sale AssetsReal Property and the operations of the Station. (j) Each Entravision Party has delivered or made available to the Univision Parties true, correct and complete copies of all reports, assessments, studies, information, and surveys in its possession or in the possession of its agents or contractors relating to past or present environmental conditions or compliance with Environmental Laws relating to the Entravision Stations or the Sale Assets.

Environmental Matters; OSHA. (a) With respect to the Entravision Stations and the Sale Assets, each Entravision Party is, and all of its activities have been conducted, Seller is in compliance in all material respects with the provisions of all Environmental Laws. Each Entravision Party has all material environmental, health and safety permits necessary or required for either Laws except where the operation of the Entravision Stations as currently operated or the ownership of the Sale Assets. All such permits are failure to do so would not likely result in full force and effect, and each Entravision Party is in compliance in all material respects with the terms and conditions of such permitsa Material Adverse Condition. (b) There is no Action pending orSeller has not, and to the Seller’s knowledge of the Entravision Parties, threatened that may result in the reversal, rescission, termination, modification or suspension of any environmental or health or safety permits necessary for the operation of the Entravision Stations as currently conducted or the ownership of the Sale Assets, or alleging a material violation of any Environmental Law with respect thereto, or that could give rise to a material Liability or any clean-up or remediation under any Environmental Law with respect thereto. (c) No Entravision Party has, and, to the knowledge of the Entravision Parties, no other Person has, caused or permitted materials to be generated, released, stored, treated, recycled, disposed of, on, under or at such parcelsthe Real Property, which materials, if known to be present, would require clean up, removal or other remedial or responsive action under Environmental Laws (other than normal office, cleaning and maintenance supplies in reasonable quantities used or and /or stored appropriately in the buildings or improvements on the Real Property). No Entravision Party has caused the migration of any materials from the Sale Assets onto or under any property, which materials, if known to be present, would require cleanup, removal or other remedial or responsive action under Environmental Laws. There are no underground storage tanks and no PCBs or friable asbestos in or on the Sale Assets or the Real Property. (dc) No Entravision PartyNeither Seller, nor to the Entravision Parties’ knowledge Seller’s knowledge, any other Person, is subject to any Order judgment, decree, order or citation with respect to the Entravision Stations or the Sale Assets related to or arising out of Environmental Laws, and no Entravision Party Seller has not received written notice that it has been named or listed as a potentially responsible party by any Person or governmental body or agency in any matter, matter with respect to the Real Property under Environmental Laws. (e) No Entravision Party, nor to the Entravision Parties’ knowledge any other Person, has discharged or disposed of any petroleum product or solid waste on the Real Property or on the property adjacent to such Real Property owned by third parties, which may form the basis for any present or future claim based upon the Environmental Laws, or any demand or action seeking clean-up of any site, location, body of water, surface or subsurface, under any Environmental Laws or otherwise, or which may subject the owner of the real property to claims by third parties (except to the extent third party Liability can be established) for damages. (fd) No portion of the Sale Assets have has ever been used by the Entravision PartiesSeller, nor to the Entravision Parties’ Seller’s knowledge by any other Person, in violation of Environmental Laws in any material respect or as a landfill, dump site or any other use which involves the disposal or storage of Hazardous Materials on-site except in compliance in all material respects with applicable law or in any manner which may would likely constitute a Material Adverse Condition. (g) No pesticides, herbicides, fertilizers or other materials have been used on, applied to or disposed of by the Entravision Parties on or in the Sale Assets in material violation of any Environmental Laws (other than normal office, cleaning and maintenance supplies in reasonable quantities used and/or stored appropriately in the buildings or improvements Condition on the Real PropertyProperty or the Sale Assets. As set Purchase Agreement KTRB(AM). (he) With respect to the Sale Assets, each Entravision Party Seller has disposed of all waste in full compliance with all Environmental Laws and, to the knowledge of the Entravision Parties, there is no existing condition that may form the basis of any present or future claim, demand or action seeking clean up of any facility, site, location or body of water, surface or subsurface, for which the Univision Parties could be liable or responsible solely as a result of the disposal of waste at such site by the Entravision Parties. (i) Each Entravision Party has been and is in compliance in all material respects with all Environmental Laws. (f) To Seller’s knowledge, Seller is in material compliance with all OSHA Laws applicable to the Sale Assets. (jg) Each Entravision Party has delivered or made available With respect to the Univision Parties trueReal Property or Sale Assets, correct and complete copies Seller has not received written notice of all reportsany actions, assessmentscauses of action, studiesclaims, informationinvestigations, and surveys in its possession demands or in the possession of its agents notices alleging liability under or contractors relating to past or present environmental conditions or non-compliance with Environmental Laws relating to the Entravision Stations or the Sale AssetsLaws.

Environmental Matters; OSHA. (a) With respect to the Entravision Stations and the Sale Assets, each Entravision Party is, and Seller has obtained all of its activities have been conducted, in compliance in all material respects with the provisions of all Environmental Laws. Each Entravision Party has all material environmental, health and safety permits necessary or required for permits, the failure of which to obtain would have a material adverse effect on either the operation of the Entravision Stations as currently operated Station or the ownership of the Sale Assets. All Real Property and all such permits are in full force and effect, effect and each Entravision Party Seller is in material compliance in with all material respects with the terms and conditions of such permits. (b) There To Seller's actual knowledge on the date hereof, there is no Action proceeding pending or, to the knowledge of the Entravision Parties, or threatened that which may result in the reversal, rescission, termination, modification or suspension of any environmental or health or safety permits necessary for the operation of the Entravision Stations as currently conducted Station or the ownership of the Sale Assets, or alleging a material violation of any Environmental Law with respect thereto, or that could give rise to a material Liability or any clean-up or remediation under any Environmental Law with respect theretoReal Property. (c) No Entravision Party hasExcept as set forth on the Phase I Environmental Site Assessment dated April 21, and1994 attached hereto as Schedule 3.14 ("the 1994 ------------- Assessment"), with respect to the knowledge Station and the ownership of the Entravision PartiesReal Property, Seller is in compliance in all material respects with the provisions of Environmental Laws. (d) During Seller's occupancy of the Real Property, Seller has not, and to Seller's actual knowledge on the date hereof, no other Person has, person or entity has caused or permitted materials to be generated, released, stored, treated, recycled, disposed of, of on, under or at such parcels, which materials, if known to be present, would require clean up, removal or other remedial or responsive action under Environmental Laws (other than normal office, cleaning and maintenance supplies in reasonable quantities used or and /or stored appropriately in the buildings or improvements on the Real Property). No Entravision Party Seller has not caused the migration of any materials from the Sale Assets Real Property onto or under any property, property adjacent to the Real Property which materials, if known to be present, would require cleanup, removal or other remedial or responsive action under Environmental Laws. There To Seller's actual knowledge on the date hereof, except as disclosed on the 1994 Assessment, there are no underground storage tanks and no PCBs polychlorinated biphenyls ("PCB") or friable asbestos in or on the Sale Assets or the Real Propertysuch property. (de) No Entravision Party, nor to the Entravision Parties’ To Seller's actual knowledge any other Person, Seller is not subject to any Order judgment, decree, order or citation with respect to the Entravision Stations Station or the Sale Assets Real Property related to or arising out of Environmental Laws, and no Entravision Party Seller has not received notice that it has been named or listed as a potentially responsible party by any Person person or governmental body or agency in any matter, matter arising under Environmental Laws. (ef) No Entravision Party, nor to the Entravision Parties’ knowledge any other Person, Seller has not discharged or disposed of any petroleum product or solid waste on the Real Property or on the property adjacent to such the Real Property owned by third parties, which may form the basis for any present or future claim based upon the Environmental Laws, Laws or any demand or action seeking clean-up of any site, location, body of water, surface or subsurface, under any Environmental Laws or otherwise, or which may subject the owner of the real property Real Property to claims by third parties (except to the extent third party Liability liability can be established) for damages. (fg) No Except as otherwise disclosed on the 1994 Assessment no portion of the Sale Assets have Real Property has ever been used by the Entravision PartiesSeller, nor nor, to the Entravision Parties’ actual knowledge by of Seller as of the date hereof, any other Personprevious occupant of the Real Property, in material violation of Environmental Laws or as a landfill, dump site or any other use which involves the disposal or storage of Hazardous Materials on-site or in any manner which may constitute a Material Adverse Conditionadversely affect the value of the Real Property. (gh) No pesticides, herbicides, fertilizers or other materials have been used on, applied to or disposed of by Seller on the Entravision Parties on or in the Sale Assets Real Property in material violation of any Environmental Laws (other than normal office, cleaning and maintenance supplies in reasonable quantities used and/or stored appropriately in the buildings or improvements on the Real Property). (hi) With respect to the Sale AssetsStation or the Real Property, each Entravision Party Seller has disposed of all waste in full material compliance with all Environmental Laws and, to the actual knowledge of Seller on the Entravision Partiesdate hereof, there is no existing condition that may form the basis of any present or future material claim, demand or action seeking clean up of any facility, site, location or body of water, surface or subsurface, for which the Univision Parties Buyer could be liable or responsible solely as a result of the disposal of waste at such site by a prior owner of the Entravision Parties. (i) Each Entravision Party has been and is in compliance in all material respects with all OSHA Laws applicable to the Sale AssetsReal Property. (j) Each Entravision Party has delivered or made available to the Univision Parties true, correct and complete copies of all reports, assessments, studies, information, and surveys Seller is in its possession or in the possession of its agents or contractors relating to past or present environmental conditions or material compliance with Environmental Laws relating to the Entravision Stations or the Sale Assetsall OSHA Laws.

Environmental Matters; OSHA. (a) With respect to the Entravision Stations and the Sale Assets, each Entravision Party is, and Seller has obtained all of its activities have been conducted, in compliance in all material respects with the provisions of all Environmental Laws. Each Entravision Party has all material environmental, health and safety permits necessary or required for permits, the failure of which to obtain would have a material adverse effect on either the operation of the Entravision Stations as currently operated or the ownership of the Sale Assets. All Assets and all such permits are in full force and effect, effect and each Entravision Party Seller is in material compliance in with all material respects with the terms and conditions of such permits. (b) There is no Action proceeding pending or, to the knowledge of the Entravision Parties, or threatened that which may result in the reversal, rescission, termination, modification or suspension of any environmental or health or safety permits necessary for the operation of the Entravision Stations as currently conducted or the ownership of the Sale Assets, or alleging a material violation of any Environmental Law with respect thereto, or that could give rise to a material Liability or any clean-up or remediation under any Environmental Law with respect thereto. (c) No Entravision Party has, and, With respect to the knowledge Stations and the Sale Assets, Seller is in compliance in all material respects with the provisions of all Environmental Laws. (d) With respect to the Entravision PartiesSale Assets, Seller has not, and to Seller's Knowledge no other Person person or entity has, caused or permitted materials to be generated, released, stored, treated, recycled, disposed of, of on, under under, at or at such parcelsin the Sale Assets or the Real Property, which materials, if known to be present, would require clean up, removal or other remedial or responsive action under Environmental Laws (other than normal office, cleaning and maintenance supplies in reasonable quantities used or and /or stored appropriately in the buildings or improvements on the Real Propertyimprovements). No Entravision Party Seller has not caused the migration of any materials from the Sale Assets Real Property onto or under any property, property adjacent to the Real Property which materials, if known to be present, would require cleanup, removal or other remedial or responsive action under Environmental Laws. There To Seller's Knowledge, there are no underground storage tanks and no PCBs polychlorinated biphenyls ("PCB") or friable asbestos on, in or on under the Sale Assets or the Real PropertyAssets. (de) No Entravision PartyTo Seller's Knowledge, nor to the Entravision Parties’ knowledge any other Person, Seller is not subject to any Order judgment, decree, order or citation with respect to the Entravision Stations or the Sale Assets related to or arising out of Environmental Laws, and no Entravision Party Seller has not received notice that it has been named or listed as a potentially responsible party by any Person person or governmental body or agency in any matter, matter arising under Environmental Laws, which matter reasonably relates to the Stations or the Sale Assets. (ef) No Entravision Party, nor to the Entravision Parties’ knowledge any other Person, Seller has not discharged or disposed of any petroleum product or solid waste on the Real Property or on the property adjacent to such Real Property the Sale Assets owned by third parties, which may form the basis for any present or future claim based upon the Environmental Laws, Laws or any demand or action seeking clean-up of any site, location, body of water, surface or subsurface, under any Environmental Laws or otherwise, or which may subject the owner of the real property Sale Assets to claims by third parties (except to the extent third party Liability liability can be established) for damages. (fg) No portion of the Sale Assets have has ever been used by the Entravision PartiesSeller, nor to any previous occupant of the Entravision Parties’ knowledge by any other PersonReal Property, in material violation of Environmental Laws or as a landfill, dump site or any other use which involves the disposal or storage of Hazardous Materials on-site or in any manner which may constitute a Material Adverse Conditionadversely affect the value of the Sale Assets. (gh) No With respect to the Sale Assets, no pesticides, herbicides, fertilizers or other materials have been used onused, applied to or disposed of by the Entravision Parties on or Seller in the Sale Assets in material violation of any Environmental Laws (other than normal office, cleaning and maintenance supplies in reasonable quantities used and/or stored appropriately in the buildings or improvements on the Real Propertyimprovements). (hi) With respect to the Stations or the Sale Assets, each Entravision Party Seller has disposed of all waste in full material compliance with all Environmental Laws and, to the knowledge of the Entravision Parties, and there is no existing condition that may form the basis of any present or future material claim, demand or action seeking clean up of any facility, site, location or body of water, surface or subsurface, for which the Univision Parties Buyer could be liable or responsible solely as a result of the disposal of waste at such site by the Entravision Parties. (i) Each Entravision Party has been and is in compliance in all material respects with all OSHA Laws applicable to a prior owner of the Sale Assets. (j) Each Entravision Party has delivered or made available to Seller and the Univision Parties true, correct and complete copies of all reports, assessments, studies, information, and surveys Sale Assets are in its possession or in the possession of its agents or contractors relating to past or present environmental conditions or material compliance with Environmental Laws relating to the Entravision Stations or the Sale Assetsall OSHA Laws.

Environmental Matters; OSHA. (a) With respect to the Entravision Stations and the Sale Assets, each Entravision Party is, and The Company has obtained all of its activities have been conducted, in compliance in all material respects with the provisions of all Environmental Laws. Each Entravision Party has all material environmental, health and safety permits necessary or required for either the operation of the Entravision Stations as currently operated Station or the ownership of the Sale Assets. All Real Property, and all such permits are in full force and effect, effect and each Entravision Party the Company is in compliance in all material respects with the all terms and conditions of such permits. (b) There is no Action proceeding pending or, to the knowledge of the Entravision PartiesSeller's knowledge, threatened that which may result in the reversal, rescission, termination, modification or suspension of any environmental or health or safety permits necessary for the operation of the Entravision Stations as currently conducted Station or the ownership of the Sale Assets, or alleging a material violation of any Environmental Law with respect thereto, or that could give rise to a material Liability or any clean-up or remediation under any Environmental Law with respect theretoReal Property. (c) No Entravision Party has, and, With respect to the knowledge Station and the ownership of the Entravision PartiesReal Property, the Company is in compliance in all material respects with the provisions of applicable Environmental Laws. (d) During the Company's occupancy of the Real Property, the Company has not, and to Seller's actual knowledge, no other Person has, person or entity has caused or permitted materials to be generated, released, stored, treated, recycled, disposed of, of on, under or at such parcels, which materials, if known to be present, would require clean upcleanup, removal or other remedial or responsive action under Environmental Laws (other than normal office, cleaning and maintenance supplies in reasonable quantities used or and/or stored appropriately in the buildings or improvements on the Real Property). No Entravision Party To Seller's actual knowledge, the Company has not caused the migration of any materials from for the Sale Assets Real Property onto or under any property, property adjacent to the Real Property which materials, if known to be present, would require cleanup, removal or other remedial or responsive action under Environmental Laws. There Except as disclosed in Section 3.19 of the Disclosure Schedule and to Seller's actual knowledge, there are no underground storage tanks and no PCBs polychlorinated biphenyls or friable asbestos in or on the Sale Assets or the Real Propertysuch property. (de) No Entravision Party, nor to the Entravision Parties’ knowledge any other Person, The Company is not subject to any Order judgment, decree, order or citation with respect to the Entravision Stations Station or the Sale Assets Real Property related to or arising out of Environmental Laws, and no Entravision Party the Company has not received notice that it has been named or listed as a potentially responsible party by any Person person or governmental body or agency in any matter, matter arising under Environmental Laws. (ef) No Entravision Party, nor to the Entravision Parties’ knowledge any other Person, The Company has not discharged or disposed of any petroleum product or solid waste on the Real Property (other than incidental petroleum products from motor vehicles parked on or about the Real Property), or on the property adjacent to such the Real Property owned by third parties, which may form the basis for any present or future claim based upon the Environmental LawsLaws in existence on the date hereof or as of the Closing, or any demand or action seeking clean-up cleanup of any site, location, body of water, surface or subsurface, under any Environmental Laws or otherwise, or which may subject the owner of the real property Real Property to claims by third parties (except to the extent third third-party Liability liability can be established) for damages. (fg) No portion of the Sale Assets have Real Property has ever been used by the Entravision PartiesCompany (or, nor to the Entravision Parties’ knowledge Seller's actual knowledge, by any other Person, previous occupant of the Real Property) in material violation of Environmental Laws or Laws, as a landfill, dump site or used for any other use which involves the disposal or storage of Hazardous Materials solid waste on-site or in any manner which may constitute a Material Adverse Conditionmaterially affect the value of the Real Property. (gh) No pesticides, herbicides, fertilizers or other materials have been used on, applied to or disposed of by the Entravision Parties Company on or in the Sale Assets Real Property in material violation of any Environmental Laws (other than normal office, cleaning and maintenance supplies in reasonable quantities used and/or stored appropriately in the buildings or improvements on the Real Property). (hi) With respect to the Sale AssetsStation or the Real Property, each Entravision Party the Company has disposed of all waste in full compliance with all Environmental Laws and, and to the Seller's actual knowledge of the Entravision Partieswithout investigation, there is no existing condition that may form the basis of any present or future claim, demand or action seeking clean up of any facility, site, location or body of water, surface or subsurface, for which the Univision Parties Buyer could be liable or responsible solely as a result of the disposal of the Company's waste at such site by the Entravision Parties. (i) Each Entravision Party has been and is in compliance in all material respects with all OSHA Laws applicable to the Sale Assetssite. (j) Each Entravision Party has delivered or made available to the Univision Parties true, correct and complete copies of all reports, assessments, studies, information, and surveys The Company is in its possession or in the possession of its agents or contractors relating to past or present environmental conditions or material compliance with Environmental Laws relating to the Entravision Stations or the Sale Assetsall OSHA Laws.

Environmental Matters; OSHA. (a) With respect to the Entravision Stations and the Sale Assets, each Entravision Party is, and Seller has obtained all of its activities have been conducted, in compliance in all material respects with the provisions of all Environmental Laws. Each Entravision Party has all material environmental, health and safety permits necessary or required for permits, the failure of which to obtain would have a material adverse effect on either the operation of the Entravision Stations as currently operated or the ownership of the Sale Assets. All Assets and all such permits are in full force and effect, effect and each Entravision Party Seller is in material compliance in with all material respects with the terms and conditions of such permits. (b) There is no Action proceeding pending or, to the knowledge of the Entravision Parties, or threatened that which may result in the reversal, rescission, termination, modification or suspension of any environmental or health or safety permits necessary for the operation of the Entravision Stations as currently conducted or the ownership of the Sale Assets, or alleging a material violation of any Environmental Law with respect thereto, or that could give rise to a material Liability or any clean-up or remediation under any Environmental Law with respect thereto. (c) No Entravision Party has, and, With respect to the Stations and the Sale Assets, Seller is in compliance in all material respects with the provisions of all Environmental Laws. (d) With respect to the Sale Assets, Seller has not, and to Seller's actual knowledge of the Entravision Parties, no other Person person or entity has, caused or permitted materials to be generated, released, stored, treated, recycled, disposed of, of on, under or at such parcelsthe Stations or the Real Property, which materials, if known to be present, would require clean up, removal or other remedial or responsive action under Environmental Laws (other than normal office, cleaning and maintenance supplies in reasonable quantities used or and /or stored appropriately in the buildings or improvements on the Real Propertyimprovements). No Entravision Party Seller has not caused the migration of any materials from the Sale Assets Real Property onto or under any property, property adjacent to the Real Property which materials, if known to be present, would require cleanup, removal or other remedial or responsive action under Environmental Laws. There are no underground storage tanks and no PCBs polychlorinated biphenyls ("PCB") or friable asbestos on, in or on under the Sale Assets or the Real PropertyAssets. (de) No Entravision Party, nor to the Entravision Parties’ knowledge any other Person, Seller is not subject to any Order judgment, decree, order or citation with respect to the Entravision Stations or the Sale Assets related to or arising out of Environmental Laws, and no Entravision Party Seller has not received notice that it has been named or listed as a potentially responsible party by any Person person or governmental body or agency in any matter, matter arising under Environmental Laws. (ef) No Entravision Party, nor to the Entravision Parties’ knowledge any other Person, Seller has not discharged or disposed of any petroleum product or solid waste on the Real Property or on the property adjacent to such the Real Property owned by third parties, which may form the basis for any present or future claim based upon the Environmental Laws, Laws or any demand or action seeking clean-up of any site, location, body of water, surface or subsurface, under any Environmental Laws or otherwise, or which may subject the owner of the real property Sale Assets to claims by third parties (except to the extent third party Liability liability can be established) for damages. (fg) No portion of the Sale Assets have has ever been used by the Entravision PartiesSeller, nor to any previous occupant of the Entravision Parties’ knowledge by any other PersonReal Property, in material violation of Environmental Laws or as a landfill, dump site or any other use which involves the disposal or storage of Hazardous Materials on-site or in any manner which may constitute a Material Adverse Conditionadversely affect the value of the Sale Assets. (gh) No With respect to the Sale Assets, no pesticides, herbicides, fertilizers or other materials have been used onused, applied to or disposed of by the Entravision Parties on or Seller in the Sale Assets in material violation of any Environmental Laws (other than normal office, cleaning and maintenance supplies in reasonable quantities used and/or stored appropriately in the buildings or improvements on the Real Propertyimprovements). (hi) With respect to the Stations or the Sale Assets, each Entravision Party Seller has disposed of all waste in full material compliance with all Environmental Laws and, to the knowledge of the Entravision Parties, and there is no existing condition that may form the basis of any present or future material claim, demand or action seeking clean up of any facility, site, location or body of water, surface or subsurface, for which the Univision Parties Buyer could be liable or responsible solely as a result of the disposal of waste at such site by the Entravision Parties. (i) Each Entravision Party has been and is in compliance in all material respects with all OSHA Laws applicable to a prior owner of the Sale Assets. (j) Each Entravision Party has delivered or made available to Seller and the Univision Parties true, correct and complete copies of all reports, assessments, studies, information, and surveys Sale Assets are in its possession or in the possession of its agents or contractors relating to past or present environmental conditions or material compliance with Environmental Laws relating to the Entravision Stations or the Sale Assetsall OSHA Laws.

Environmental Matters; OSHA. (a) With respect The Company is currently and has been in material compliance with all Environmental Laws where failure to the Entravision Stations comply will not have a Material Adverse Effect and the Sale Assets, each Entravision Party ishas not, and all of its activities Sellers have been conductednot, received from any Person any: (i) Environmental Notice or Environmental Claim; or (ii) written request for information pursuant to Environmental Law, which, in each case, either remains pending or unresolved, or is the source of ongoing obligations or requirements as of the Closing Date. (b) The Company has obtained and is in material compliance in all material respects with the provisions of all Environmental Laws. Each Entravision Party has all material environmental, health and safety permits necessary or required for either the operation Permits (each of which is disclosed in Section 3.19(b) of the Entravision Stations as currently operated Disclosure Schedules) necessary for the ownership, lease, operation or the ownership use of the Sale Assets. All business or assets of the Company where failure to comply will not have a Material Adverse Effect and all such permits Environmental Permits are in full force and effecteffect and shall be maintained in full force and effect by Sellers through the Closing Date in accordance with Environmental Law, and each Entravision Party neither Sellers nor the Company is aware of any condition, event or circumstance that might prevent or impede, after the Closing Date, the ownership, lease, operation or use of the business or assets of the Company as currently carried out. With respect to any such Environmental Permits, Sellers have undertaken, or will undertake prior to the Closing Date, all measures necessary to facilitate transferability of the same, and neither the Company nor Sellers is aware of any condition, event or circumstance that might prevent or impede the transferability of the same, nor have they received any Environmental Notice or written communication regarding any material adverse change in compliance in all material respects with the status or terms and conditions of such permits. (b) There is no Action pending or, to the knowledge of the Entravision Parties, threatened that may result in the reversal, rescission, termination, modification or suspension of any environmental or health or safety permits necessary for the operation of the Entravision Stations as currently conducted or the ownership of the Sale Assets, or alleging a material violation of any Environmental Law with respect thereto, or that could give rise to a material Liability or any clean-up or remediation under any Environmental Law with respect theretosame. (c) No Entravision Party hasReal Property currently or formerly owned, and, to operated or leased by the knowledge of the Entravision Parties, no other Person has, caused or permitted materials to be generated, released, stored, treated, recycled, disposed of, Company is listed on, or has been proposed for listing on, the National Priorities List (or CERCLIS) under CERCLA, or at such parcels, which materials, if known to be present, would require clean up, removal or other remedial or responsive action under Environmental Laws (other than normal office, cleaning and maintenance supplies in reasonable quantities used or stored appropriately in the buildings or improvements on the Real Property). No Entravision Party has caused the migration of any materials from the Sale Assets onto or under any property, which materials, if known to be present, would require cleanup, removal or other remedial or responsive action under Environmental Laws. There are no underground storage tanks and no PCBs or friable asbestos in or on the Sale Assets or the Real Propertysimilar state list. (d) No Entravision Party, nor to the Entravision Parties’ knowledge any other Person, is subject to any Order There has been no material Release of Hazardous Materials in contravention of Environmental Law with respect to the Entravision Stations business or assets of the Company or any real property currently or formerly owned, operated or leased by the Company and any such Release will not have a Material Adverse Effect, and neither the Company nor Sellers have received an Environmental Notice that any real property currently or formerly owned, operated or leased in connection with the business of the Company (including soils, groundwater, surface water, buildings and other structure located on any such real property) has been contaminated with any Hazardous Material which could reasonably be expected to result in an Environmental Claim against, or a violation of Environmental Law or term of any Environmental Permit by, Sellers or the Sale Assets related to or arising out of Environmental Laws, and no Entravision Party has received notice that it has been named or listed as a potentially responsible party by any Person or governmental body or agency in any matter, under Environmental LawsCompany. (e) No Entravision Party, nor to the Entravision Parties’ knowledge any other Person, has discharged or disposed of any petroleum product or solid waste on the Real Property or on the property adjacent to such Real Property owned by third parties, which may form the basis for any present or future claim based upon the Environmental Laws, or any demand or action seeking clean-up of any site, location, body of water, surface or subsurface, under any Environmental Laws or otherwise, or which may subject the owner Section 3.19(e) of the real property to claims Disclosure Schedules contains a complete and accurate list of all active or abandoned aboveground or underground storage tanks owned or operated by third parties (except to the extent third party Liability can be established) for damagesCompany. (f) No portion Section 3.19(f) of the Sale Assets have ever been Disclosure Schedules contains a complete and accurate list of all off-site Hazardous Materials treatment, storage, or disposal facilities or locations used by the Entravision PartiesCompany or Sellers and any predecessors as to which the Company or Sellers may retain liability, nor to and none of these facilities or locations has been placed or proposed for placement on the Entravision Parties’ knowledge by any other PersonNational Priorities List (or CERCLIS) under CERCLA, in violation of Environmental Laws or as a landfill, dump site or any other use which involves similar state list, and neither Sellers nor the Company has received any Environmental Notice regarding potential liabilities with respect to such off-site Hazardous Materials treatment, storage, or disposal facilities or storage locations used by the Company or Sellers. The Real Property has not been used, and is not being used, for the treatment or disposal of Hazardous Materials on-site or in any manner which may constitute a Material Adverse ConditionMaterials. (g) No pesticidesNeither Sellers nor the Company has retained or assumed, herbicidesby contract or operation of Law, fertilizers any liabilities or other materials have been used on, applied to or disposed obligations of by the Entravision Parties on or in the Sale Assets in material violation of any third parties under Environmental Laws (other than normal office, cleaning and maintenance supplies in reasonable quantities used and/or stored appropriately in the buildings or improvements on the Real Property)Law. (h) With Sellers have provided or otherwise made available to Buyer and listed in Section 3.19(h) of the Disclosure Schedules: (i) any and all environmental reports, studies, audits, records, sampling data, site assessments, risk assessments, economic models and other similar documents with respect to the Sale Assetsbusiness or assets of the Company or any currently or formerly owned, each Entravision Party has disposed operated or leased real property which are in the possession or control of all waste in full Sellers or Company related to compliance with Environmental Laws, Environmental Claims or an Environmental Notice or the Release of Hazardous Materials; and (ii) any and all material documents concerning planned or anticipated capital expenditures required to reduce, offset, limit or otherwise control pollution and/or emissions, manage waste or otherwise ensure compliance with current or future Environmental Laws and(including, to the knowledge without limitation, costs of the Entravision Partiesremediation, there is no existing condition that may form the basis of any present or future claim, demand or action seeking clean up of any facility, site, location or body of water, surface or subsurface, for which the Univision Parties could be liable or responsible solely as a result of the disposal of waste at such site by the Entravision Partiespollution control equipment and operational changes). (i) Each Entravision Party has been and Neither Sellers nor the Company is in compliance in all material respects aware of or reasonably anticipates, as of the Closing Date, any condition, event or circumstance concerning the Release or regulation of Hazardous Materials that might, after the Closing Date, prevent, impede or materially increase the costs associated with all OSHA Laws applicable to the Sale Assetsownership, lease, operation, performance or use of the business or assets of the Company as currently carried out. (j) Each Entravision Party has delivered or made available Except as set forth in Section 3.17(a) of the Disclosure Schedules, the Company’s occupational safety practices (i) have materially complied with all applicable laws where failure to the Univision Parties true, correct and complete copies of all reports, assessments, studies, informationcomply will not have a Material Adverse Effect, and surveys (ii) do not and will not result in its possession or in any liability under the possession of its agents or contractors relating to past or present environmental conditions or compliance with Environmental Laws relating to the Entravision Stations or the Sale AssetsOccupational Safety and Health Act.

Environmental Matters; OSHA. (a) With respect to the Entravision Stations and the Sale AssetsSeller has obtained all material, each Entravision Party is, and all of its activities have been conducted, in compliance in all material respects with the provisions of all Environmental Laws. Each Entravision Party has all material environmental, health and safety permits necessary or required for either the operation of the Entravision Stations Station as currently operated or the ownership of the Sale Assets. All Assets and all such permits are in full force and effect, effect and each Entravision Party Seller is in compliance in with all material respects with the terms and conditions of such permits. (b) There is no Action proceeding pending or, to the knowledge of the Entravision PartiesSeller's actual knowledge, threatened that which may result in the reversal, rescission, termination, modification or suspension of any environmental or health or safety permits necessary for the operation of the Entravision Stations Station as currently conducted or the ownership of the Sale Assets, or alleging a material violation of any Environmental Law with respect thereto, or that could give rise to a material Liability or any clean-up or remediation under any Environmental Law with respect thereto. (c) No Entravision Party has, and, With respect to the knowledge Station and the Sale Assets, Seller is in compliance in all material respects with the provisions of the Entravision PartiesEnvironmental Laws. (d) Seller has not, and to Seller's actual knowledge, no other Person has, person or entity has caused or permitted materials to be generated, released, stored, treated, recycled, disposed of, of on, under or at such parcels, which materials, if known to be present, would require clean up, removal or other remedial or responsive action under Environmental Laws (other than normal office, cleaning and maintenance supplies in reasonable quantities used or and /or stored appropriately in the buildings or improvements on the Real Property). No Entravision Party Seller has not caused the migration of any materials from the Sale Assets onto or under any property, which materials, if known to be present, would require cleanup, removal or other remedial or responsive action under Environmental Laws. There are no underground storage tanks and no PCBs or friable asbestos in or on the Sale Assets or the Real Property. (de) No Entravision Party, nor to the Entravision Parties’ knowledge any other Person, Seller is not subject to any Order judgment, decree, order or citation with respect to the Entravision Stations or the Sale Assets related to or arising out of Environmental Laws, and no Entravision Party Seller has not received notice that it has been named or listed as a potentially responsible party by any Person person or governmental body or agency in any matter, matter arising under Environmental Laws. (ef) No Entravision Party, nor to the Entravision Parties’ knowledge any other Person, Seller has not discharged or disposed of any petroleum product or solid waste on the Real Property or on the property adjacent to such the Real Property owned by third parties, which which, to the best of Seller's knowledge, may form the basis for any present or future claim based upon the Environmental LawsLaws in existence on the date hereof or as of the Closing, or any demand or action seeking clean-up of any site, location, body of water, surface or subsurface, under any Environmental Laws or otherwise, or which may subject the owner of the real property Real Property to claims by third parties (except to the extent third party Liability liability can be established) for damages. (fg) No portion of the Sale Assets have ever been used by the Entravision PartiesSeller, nor nor, to the Entravision Parties’ knowledge best of Seller's knowledge, by any other Personprevious owner of the Sale Assets, or any of them, in material violation of Environmental Laws or as a landfill, dump site or any other use which involves the disposal or storage of Hazardous Materials on-site or in any manner which may constitute a Material Adverse Conditionmaterially adversely affect the value of the Real Property or the Sale Assets. (gh) No pesticides, herbicides, fertilizers or other materials have been used on, applied to or disposed of by the Entravision Parties Seller on or in the Sale Assets in material violation of any Environmental Laws (other than normal office, cleaning and maintenance supplies in reasonable quantities used and/or stored appropriately in the buildings or improvements on the Real Property). (hi) With respect to the Sale Assets, each Entravision Party Seller has disposed of all waste in full compliance with all Environmental Laws and, to the knowledge best of the Entravision PartiesSeller's knowledge, there is no existing condition that may form the basis of any present or future claim, demand or action seeking clean up of any facility, site, location or body of water, surface or subsurface, for which the Univision Parties Buyer could be liable or responsible solely as a result of the disposal of waste at such site by a prior owner of the Entravision PartiesSale Assets. (ij) Each Entravision Party has been and Seller is in material compliance in all material respects with all OSHA Laws applicable to the Sale Assets. (j) Each Entravision Party has delivered or made available to the Univision Parties true, correct and complete copies of all reports, assessments, studies, information, and surveys in its possession or in the possession of its agents or contractors relating to past or present environmental conditions or compliance with Environmental Laws relating to the Entravision Stations or the Sale Assets.

Environmental Matters; OSHA. (a) With respect to the Entravision Stations and the Sale AssetsExcept as set forth on Schedule 3.14, each Entravision Party isSeller has obtained all material, and all of its activities have been conducted, in compliance in all material respects with the provisions of all Environmental Laws. Each Entravision Party has all material environmental, health and safety permits necessary or required for either the operation of the Entravision Stations Station as currently operated or the ownership of the Sale Assets. All Real Property and all such permits are in full force and effect, effect and each Entravision Party Seller is in compliance in with all material respects with the terms and conditions of such permits. (b) There is no Action proceeding pending or, to the knowledge of the Entravision PartiesSeller's actual knowledge, threatened that which may result in the reversal, rescission, termination, modification or suspension of any environmental or health or safety permits necessary for the operation of the Entravision Stations Station as currently conducted or the ownership of the Sale Assets, or alleging a material violation of any Environmental Law with respect thereto, or that could give rise to a material Liability or any clean-up or remediation under any Environmental Law with respect theretoReal Property. (c) No Entravision Party has, and, With respect to the knowledge Station and the lease of the Entravision PartiesReal Property, Seller is in compliance in all material respects with the provisions of Environmental Laws. (d) During Seller's occupancy of the Real Property, Seller has not, and to Seller's actual knowledge, no other Person has, person or entity has caused or permitted materials to be generated, released, stored, treated, recycled, disposed of, of on, under or at such parcels, which materials, if known to be present, would require clean up, removal or other remedial or responsive action under Environmental Laws (other than normal office, cleaning and maintenance supplies in reasonable quantities used or and /or stored appropriately in the buildings or improvements on the Real Property). No Entravision Party Seller has not caused the migration of any materials from the Sale Assets Real Property onto or under any property, property adjacent to the Real Property which materials, if known to be present, would require cleanup, removal or other remedial or responsive action under Environmental Laws. There are no underground storage tanks and no PCBs or friable asbestos in or on the Sale Assets or the Real Propertysuch property. (de) No Entravision PartyExcept as set forth on Schedule 3.14, nor to the Entravision Parties’ knowledge any other Person, Seller is not subject to any Order judgment, decree, order or citation with respect to the Entravision Stations Station or the Sale Assets Real Property related to or arising out of Environmental Laws, and no Entravision Party Seller has not received notice that it has been named or listed as a potentially responsible party by any Person person or governmental body or agency in any matter, matter arising under Environmental Laws. (ef) No Entravision Party, nor to the Entravision Parties’ knowledge any other Person, Seller has not discharged or disposed of any petroleum product or solid waste on the Real Property or on the property adjacent to such the Real Property owned by third parties, which which, to the best of Seller's knowledge, may form the basis for any present or future claim based upon the Environmental LawsLaws in existence on the date hereof or as of the Closing, or any demand or action seeking clean-up of any site, location, body of water, surface or subsurface, under any Environmental Laws or otherwise, or which may subject the owner of the real property Real Property to claims by third parties (except to the extent third party Liability liability can be established) for damages. (fg) No portion of the Sale Assets have Real Property has ever been used by the Entravision PartiesSeller, nor nor, to the Entravision Parties’ knowledge best of Seller's knowledge, by any other Personprevious occupant of the Real Property, in material violation of Environmental Laws or as a landfill, dump site or any other use which involves the disposal or storage of Hazardous Materials on-site or in any manner which may constitute a Material Adverse Conditionmaterially adversely affect the value of the Real Property. (gh) No pesticides, herbicides, fertilizers or other materials have been used on, applied to or disposed of by Seller on the Entravision Parties on or in the Sale Assets Real Property in material violation of any Environmental Laws (other than normal office, cleaning and maintenance supplies in reasonable quantities used and/or stored appropriately in the buildings or improvements on the Real Property). (hi) With respect to the Sale AssetsStation or the Real Property, each Entravision Party Seller has disposed of all waste in full compliance with all Environmental Laws and, to the knowledge best of the Entravision PartiesSeller's knowledge, there is no existing condition that may form the basis of any present or future claim, demand or action seeking clean up of any facility, site, location or body of water, surface or subsurface, for which the Univision Parties Buyer could be liable or responsible solely as a result of the disposal of waste at such site by a prior owner of the Entravision PartiesReal Property. (ij) Each Entravision Party has been and Seller is in material compliance in all material respects with all OSHA Laws applicable to the Sale AssetsReal Property and the operations of the Station. (j) Each Entravision Party has delivered or made available to the Univision Parties true, correct and complete copies of all reports, assessments, studies, information, and surveys in its possession or in the possession of its agents or contractors relating to past or present environmental conditions or compliance with Environmental Laws relating to the Entravision Stations or the Sale Assets.

Environmental Matters; OSHA. (a) With respect to the Entravision Stations and the Sale Assets, each Entravision Party is, and Sellers have obtained all of its activities have been conducted, in compliance in all material respects with the provisions of all Environmental Laws. Each Entravision Party has all material environmental, health and safety permits necessary or required for either the operation of the Entravision Stations as currently operated or the ownership of the Sale Assets. All Real Property, and all such permits are in full force and effect, effect and each Entravision Party is Sellers are in compliance in with all material respects with the terms and conditions of such permits. (b) There is no Action proceeding pending or, to the knowledge of the Entravision PartiesSellers' actual knowledge, threatened that which may result in the reversal, rescission, termination, modification or suspension of any environmental or health or safety permits necessary for the operation of the Entravision Stations as currently conducted or the ownership of the Sale Assets, or alleging a material violation of any Environmental Law with respect thereto, or that could give rise to a material Liability or any clean-up or remediation under any Environmental Law with respect theretoReal Property. (c) No Entravision Party has, and, With respect to the knowledge Stations and the ownership of the Entravision PartiesReal Property, Sellers are in compliance in all material respects with the provisions of Environmental Laws. (d) During Sellers' occupancy of the Real Property, Sellers have not, and to Sellers' actual knowledge, no other Person has, person or entity has caused or permitted materials to be generated, released, stored, treated, recycled, disposed of, of on, under or at such parcels, which materials, if known to be present, would require clean up, removal or other remedial or responsive action under Environmental Laws (other than normal office, cleaning and maintenance supplies in reasonable quantities used or and /or stored appropriately in the buildings or improvements on the Real Property). No Entravision Party has Sellers have, to their actual knowledge, not caused the migration of any materials from the Sale Assets Real Property onto or under any property, property adjacent to the Real Property which materials, if known to be present, would require cleanup, removal or other remedial or responsive action under Environmental Laws. There To Sellers' actual knowledge, there are no underground storage tanks and no PCBs polychlorinated biphenyls or friable asbestos in or on the Sale Assets or the Real Propertysuch property. (de) No Entravision Party, nor to the Entravision Parties’ knowledge any other Person, is Sellers are not subject to any Order judgment, decree, order or citation with respect to the Entravision Stations or the Sale Assets Real Property related to or arising out of Environmental Laws, and no Entravision Party has Sellers have not received notice that it has they have been named or listed as a potentially responsible party by any Person person or governmental body or agency in any matter, matter arising under Environmental Laws. (ef) No Entravision Party, nor to the Entravision Parties’ knowledge any other Person, has Sellers have not discharged or disposed of any petroleum product or solid waste on the Real Property Property, or on the property adjacent to such the Real Property owned by third parties, which may form the basis for any present or future claim based upon the Environmental LawsLaws in existence on the date hereof or as of the Closing, or any demand or action seeking clean-up of any site, location, body of water, surface or subsurface, under any Environmental Laws or otherwise, or which may subject the owner of the real property Real Property to claims by third parties (except to the extent third party Liability liability can be established) for damages. (fg) No portion of the Sale Assets have Real Property has ever been used by the Entravision PartiesSellers (or, nor to the Entravision Parties’ knowledge Sellers' actual knowledge, by any other Person, previous occupant of the Real Property) in material violation of Environmental Laws or Laws, as a landfill, dump site or used for any other use which involves the disposal or storage of Hazardous Materials solid waste on-site or in any manner which may constitute a Material Adverse Conditionmaterially affect the value of the Real Property. (gh) No pesticides, herbicides, fertilizers or other materials have been used on, applied to or disposed of by Sellers on the Entravision Parties on or in the Sale Assets Real Property in material violation of any Environmental Laws (other than normal office, cleaning and maintenance supplies in reasonable quantities used and/or stored appropriately in the buildings or improvements on the Real Property). (hi) With respect to the Sale AssetsStations or the Real Property, each Entravision Party has Sellers have disposed of all waste in full compliance with all Environmental Laws and, to the knowledge of the Entravision Parties, and there is no existing condition that may form the basis of any present or future claim, demand or action seeking clean up of any facility, site, location or body of water, surface or subsurface, for which the Univision Parties Buyer could be liable or responsible solely as a result of the disposal of Sellers' waste at such site by the Entravision Parties. (i) Each Entravision Party has been and is in compliance in all material respects with all OSHA Laws applicable to the Sale Assetssite. (j) Each Entravision Party has delivered or made available to the Univision Parties true, correct and complete copies of all reports, assessments, studies, information, and surveys Sellers are in its possession or in the possession of its agents or contractors relating to past or present environmental conditions or material compliance with Environmental Laws relating to the Entravision Stations or the Sale Assetsall OSHA Laws.