Common use of FCC Licenses; Operations of Licensed Facilities Clause in Contracts

FCC Licenses; Operations of Licensed Facilities. The Company and its Subsidiaries have operated the radio stations for which the Company or any of its Subsidiaries holds licenses from the FCC (the "Licensed Facilities") in material compliance with the terms of the Permits issued by the FCC to the Company and its Subsidiaries for the operation of the Licensed Facilities (the "FCC Licenses"), and the Communications Act, except for possible non-compliance which could not reasonably be expected to (i) have a Material Adverse Effect on the Company, (ii) impair the ability of the Company to perform its obligations under this Agreement in any material respect or (iii) delay in any material respect or prevent the consummation of the transactions contemplated by this Agreement. The Company and its Subsidiaries have filed or made all applications, reports and other disclosures required by the FCC to be filed or made with respect to the Licensed Facilities and have paid all FCC regulatory fees with respect thereto except for possible filings, disclosures or payments that if not so filed, disclosed or paid could not reasonably be expected to (x) have a Material Adverse Effect on the Company, (y) impair the ability of the Company to perform its obligations under this Agreement in any material respect or (z) delay in any material respect or prevent the consummation of the transactions contemplated by this Agreement. The Company and each of its Subsidiaries are the authorized legal holders of all FCC Licenses necessary or used in the operation of the businesses of the Licensed Facilities as presently operated except where the absence of such FCC Licenses could not reasonably be expected to have a Material Adverse Effect on the Company. All such FCC Licenses are validly held and are in full force and effect, unimpaired by any act or omission of the Company, each of its Subsidiaries or their respective officers, employees or agents, except for such lack of being in full force and effect or for such impairment that (A) could not reasonably be expected to have a Material Adverse Effect on the Company, (B) could not reasonably be expected to prevent the continued operation of the Licensed Facilities as presently operated, (C) could not reasonably be expected to impair the ability of the Company to perform its obligations under this Agreement in any material respect and (D) could not reasonably be expected to delay in any material respect or prevent the consummation of the transactions contemplated by this Agreement. Except as disclosed in Section 3.01(p) of the Company Disclosure Schedule, as of the date hereof, no application, action or proceeding is pending for the renewal or major modification of any of the FCC Licenses and, to the Company's knowledge, there is not now before the FCC any material investigation, proceeding, notice of violation, order of forfeiture or complaint against the Company or any of its Subsidiaries relating to any of the Licensed Facilities that, if adversely decided, reasonably could be expected to have a Material Adverse Effect on the Company, impair the ability of the Company to perform its obligations under this Agreement in any material respect or delay in any material respect or prevent the consummation of the transactions contemplated by this Agreement (and the Company is not aware of any basis that would cause the FCC not to renew any of the FCC Licenses that are renewable). Except as disclosed in Section 3.01(p) of the Company Disclosure Schedule, there is not now pending and, to the Company's knowledge, there is not threatened, any action by or before the FCC to revoke, suspend, cancel, rescind or modify in any material respect any of the FCC Licenses that, if adversely decided, reasonably could be expected to have a Material Adverse Effect on the Company.

FCC Licenses; Operations of Licensed Facilities. The Company and its Subsidiaries have operated the radio stations for which the Company or any of its Subsidiaries holds licenses from the FCC (the "Licensed Facilities") in material compliance with the terms of the Permits issued by the FCC to the Company and its Subsidiaries for the operation of the Licensed Facilities (the "FCC Licenses"), and the Communications Act, except for possible non-compliance which could not reasonably be expected to (i) have a Material Adverse Effect on the Company, (ii) impair the ability of the Company to perform its obligations under this Agreement in any material respect or (iii) delay in any material respect or prevent the consummation of the transactions contemplated by this Agreement. The Company and its Subsidiaries have filed or made all applications, reports and other disclosures required by the FCC to be filed or made with respect to the Licensed Facilities and have paid all FCC regulatory fees with respect thereto except for possible filings, disclosures or payments that if not so filed, disclosed or paid could not reasonably be expected to (x) have a Material Adverse Effect on the Company, (y) impair the ability of the Company to perform its obligations under this Agreement in any material respect or (z) delay in any material respect or prevent the consummation of the transactions contemplated by this Agreement. The Company and each of its Subsidiaries are the authorized legal holders of all FCC Licenses necessary or used in the operation of the businesses of the Licensed Facilities as presently operated except where the absence of such FCC Licenses could not reasonably be expected to have a Material Adverse Effect on the Company. All such FCC Licenses are validly held and are in full force and effect, unimpaired by any act or omission of the Company, each of its Subsidiaries or their respective officers, employees or agents, except for such lack of being in full force and effect or for such impairment that (A) could not reasonably be expected to have a Material Adverse Effect on the Company, (B) could not reasonably be expected to prevent the continued operation of the Licensed Facilities as presently operated, (C) could not reasonably be expected to impair the ability of the Company to perform its obligations under this Agreement in any material respect and (D) could not reasonably be expected to delay in any material respect or prevent the consummation of the transactions contemplated by this Agreement. Except as disclosed in Section 3.01(p) of the Company Disclosure Schedule, as of the date hereof, no application, action or proceeding is pending for the renewal or major modification of any of the FCC Licenses and, to the Company's knowledge, there is not now before the FCC any material investigation, proceeding, notice of violation, order of forfeiture or complaint against the Company or any of its Subsidiaries relating to any of the Licensed Facilities that, if adversely decided, reasonably could be expected to have a Material Adverse Effect on the Company, impair the ability of the Company to perform its obligations under this Agreement in any material respect or delay in any material respect or prevent the consummation of the transactions contemplated by this Agreement (and the Company is not aware of any basis that would cause the FCC not to renew any of the FCC Licenses that are renewable). Except as disclosed in Section 3.01(p) of the Company Disclosure Schedule, there is not now pending and, to the Company's knowledge, there is not threatened, any action by or before the FCC to revoke, suspend, cancel, rescind or modify in any material respect any of the FCC Licenses that, if adversely decided, reasonably could be expected to have a Material Adverse Effect on the Company.the

FCC Licenses; Operations of Licensed Facilities. The Company Seller and its Subsidiaries subsidiaries have operated the radio television stations for which the Company or any of its Subsidiaries holds them hold licenses from the FCC FCC, in each case which are owned or operated by Seller or its subsidiaries (the "“Licensed Facilities") ”), in material compliance with the terms of the Permits licenses issued by the FCC to the Company and its Subsidiaries for the operation of the Licensed Facilities Seller or any subsidiary (the "“FCC Licenses"”), and in material compliance with the Communications Act. Seller has, except for possible non-compliance which could not reasonably be expected to (i) have a Material Adverse Effect on the Companyand each of its subsidiaries has, (ii) impair the ability of the Company to perform its obligations under this Agreement in any material respect or (iii) delay in any material respect or prevent the consummation of the transactions contemplated by this Agreement. The Company and its Subsidiaries have timely filed or made all applications, reports and other disclosures required by the FCC to be filed or made with respect to the Licensed Facilities and have has timely paid all FCC regulatory fees with respect thereto except for possible filings, disclosures or payments that if not so filed, disclosed or paid could not reasonably be expected to (x) have a Material Adverse Effect on the Company, (y) impair the ability of the Company to perform its obligations under this Agreement in any material respect or (z) delay in any material respect or prevent the consummation of the transactions contemplated by this Agreementthereto. The Company Seller and each of its Subsidiaries subsidiaries have, and are the authorized legal holders of of, all FCC Licenses necessary or used in the operation of the businesses business of Seller and the Licensed Facilities Companies as presently operated except where the absence of such FCC Licenses could not reasonably be expected to have a Material Adverse Effect on the Companyoperated. All such FCC Licenses are validly held and are in full force and effect, unimpaired by any act or omission of the CompanySeller, each any of its Subsidiaries subsidiaries (or, to Seller’s Knowledge, their respective predecessors) or their respective officers, managers, employees or agents, except for such lack of being in full force and effect or for such impairment that (A) could not reasonably be expected to have a Material Adverse Effect on the Company, (B) could not reasonably be expected to prevent the continued operation of the Licensed Facilities as presently operated, (C) could not reasonably be expected to impair the ability of the Company to perform its obligations under this Agreement in any material respect and (D) could not reasonably be expected to delay in any material respect or prevent the consummation of the transactions contemplated by this Agreement. Except as disclosed set forth in Section 3.01(p) of the Company Disclosure Schedule, as of the date hereofSchedule 3.23, no application, action application or proceeding Proceeding is pending for the renewal or major modification of any of the FCC Licenses License and, to the Company's knowledgeSeller’s Knowledge, there is not now before the FCC any material investigation, proceedingProceeding, notice of violation, violation or order of forfeiture or complaint against the Company or any of its Subsidiaries relating to any of the Licensed Facilities thatFacility, if adversely decided, reasonably could be expected to have a Material Adverse Effect on the Company, impair the ability of the Company to perform its obligations under this Agreement in any material respect or delay in any material respect or prevent the consummation of the transactions contemplated by this Agreement (and the Company is not aware Seller has no Knowledge of any basis that would could reasonably be expected to cause the FCC not to renew any FCC License (other than Proceedings to amend FCC rules or the Communications Act of general applicability to the FCC Licenses that are renewabletelevision broadcast industry). Except as disclosed in Section 3.01(p) of the Company Disclosure ScheduleThere is not pending and, to Seller’s Knowledge, there is not now pending and, to the Company's knowledge, there is not threatenedThreatened, any action by or before the FCC to revoke, suspend, cancel, rescind rescind, fail to renew, or modify in any material respect any FCC License (other than Proceedings to amend FCC rules or the Communications Act of general applicability to the FCC Licenses that, if adversely decided, reasonably could be expected to have a Material Adverse Effect on the Companytelevision broadcast industry).

FCC Licenses; Operations of Licensed Facilities. The Company and its Subsidiaries have operated the radio stations for which the Company or any of its Subsidiaries holds licenses from the FCC (the "Licensed Facilities") in material compliance with the terms of the Permits issued by the FCC to the Company and its Subsidiaries for the operation of the Licensed Facilities (the "FCC Licenses"), and the Communications Act, except for possible non-compliance which could not reasonably be expected to (i) have a Material Adverse Effect on the Company, (ii) impair the ability of the Company to perform its obligations under this Agreement in any material respect or (iii) delay in any material respect or prevent the consummation of the transactions contemplated by this Agreement. The Company and its Subsidiaries have filed or made all applications, reports and other disclosures required by the FCC to be filed or made with respect to the Licensed Facilities and have paid all FCC regulatory fees with respect thereto except for possible filings, filings or disclosures or payments that if not so filed, filed or disclosed or paid could not reasonably be expected to (x) have a Material Adverse Effect on the Company, (y) impair the ability of the Company to perform its obligations under this Agreement in any material respect or (z) delay in any material respect or prevent the consummation of the transactions contemplated by this Agreement. The Company and each of its Subsidiaries are the authorized legal holders of all FCC Licenses necessary or used in the operation of the businesses of the Licensed Facilities as presently operated except where the absence of such FCC Licenses could not reasonably be expected to have a Material Adverse Effect on the Company. All such FCC Licenses are validly held and are in full force and effect, unimpaired by any act or omission of the Company, each of its Subsidiaries or their respective officers, employees or agents, except for such lack of being in full force and effect or for such impairment that (A) could not reasonably be expected to have a Material Adverse Effect on the Company, (B) could not reasonably be expected to prevent the continued operation of the Licensed Facilities as presently operated, (C) could not reasonably be expected to impair the ability of the Company to perform its obligations under this Agreement in any material respect and (D) could not reasonably be expected to delay in any material respect or prevent the consummation of the transactions contemplated by this Agreement. Except as disclosed in Section 3.01(p3.01(q) of the Company Disclosure Schedule, as of the date hereof, no application, action or proceeding is pending for the renewal or major modification of any of the FCC Licenses and, to the Company's knowledge, there is not now before the FCC any material investigation, proceeding, notice of violation, order of forfeiture or complaint against the Company or any of its Subsidiaries relating to any of the Licensed Facilities that, if adversely decided, reasonably could be expected to would have a Material Adverse Effect on the Company, impair the ability of the Company to perform its obligations under this Agreement in any material respect or delay in any material respect or prevent the consummation of the transactions contemplated by this Agreement (and the Company is not aware of any basis that would cause the FCC not to renew any of the FCC Licenses that are renewable). Except as disclosed in Section 3.01(p3.01(q) of the Company Disclosure Schedule, there is not now pending and, to the Company's knowledge, there is not threatened, any action by or before the FCC to revoke, suspend, cancel, rescind or modify in any material respect any of the FCC Licenses that, if adversely decided, reasonably could be expected to would have a Material Adverse Effect on the Company.