Common use of Governmental Permits Clause in Contracts

Governmental Permits. (a) The Tribune Sub owns, holds, or possesses the Tribune Station FCC Authorizations and all other governmental licenses, franchises, permits, privileges, immunities, approvals and other authorizations which are necessary to entitle it to own or lease, operate and use the Tribune Station Assets and the Tribune Station and to carry on and conduct the Tribune Station Business as currently conducted (herein collectively referred to as "Tribune Station Governmental Permits"), except for such Tribune Station Governmental Permits which the failure to so own, hold or possess would not have a material adverse effect on the operations and financial condition of the Tribune Stations, individually and taken as a whole. Schedule 2.9(A)(1) sets forth a list and brief description of each such Tribune Station Governmental Permit held by the Tribune Sub as of the date of this Agreement, except for such incidental licenses, permits and other authorizations which would be readily obtainable by any qualified applicant without undue burden in the event of any lapse, termination, cancellation or forfeiture thereof. Schedule 2.9(A)(2) sets forth a list of licenses and permits issued to the Tribune Sub by the FCC that are not used in connection with the operation of the Tribune Station. (b) Except as set forth in Schedule 2.9(B), the Tribune Sub has fulfilled and performed in all material respects its obligations under each of such Tribune Station Governmental Permits, and no event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a material breach or material default under any such Tribune Station Governmental Permit. No notice of cancellation, of default or of any dispute concerning any Tribune Station Governmental Permit, or of any event, condition or state of facts described in the preceding sentence, has been received by Tribune. Except as set forth in Schedule 2.9(B), each of the Tribune Station Governmental Permits is valid, subsisting and in full force and effect, and, subject to the receipt of the FCC Order, to the best knowledge of Tribune, may be assigned and transferred to the Xxxxxxxx Sub in accordance with this Agreement and at the time of assignment to the Xxxxxxxx Sub will be in full force and effect, in each case without (a) the occurrence of any breach, default or forfeiture of rights thereunder or (b) the consent, approval, or act of, or the making of any filing with, any Governmental Body or other party (other than the FCC as contemplated by Section 4.3). The Tribune Station is being operated in all material respects in accordance with the Tribune Station FCC Authorizations and in compliance in all material respects with the Communications Act, the rules and regulations thereunder, and all other laws and regulations, federal, state and local, applicable to the Tribune Station. Tribune has not received any notice of any violations of the Tribune Station FCC Authorizations, the Communications Act and the rules and regulations thereunder. There is no action by or before the FCC currently pending or, to the best knowledge of Tribune, threatened to revoke, cancel, rescind, modify or refuse to renew in the ordinary course any of the Tribune Station FCC Authorizations.

Governmental Permits. (a) The Tribune Sub Except as set forth on Schedule 3.4 and Schedule 3.10, as of the date hereof, the Company owns, holds, holds or possesses the Tribune Station FCC Authorizations and all other governmental material licenses, franchises, permits, privileges, immunities, certificates, rights, exemptions, variances, orders, consents, approvals and other authorizations which from a Governmental Entity (collectively, “Governmental Permits”) that are necessary to entitle it to own or own, lease, operate and use the Tribune Station Assets and the Tribune Station its properties or assets and to carry on and conduct the Tribune Station Business its business as currently conducted (herein collectively referred to as "Tribune Station Governmental Permits"), except for such Tribune Station Governmental Permits which the failure to so own, hold or possess would not have a material adverse effect on the operations and financial condition of the Tribune Stations, individually and taken as a whole. Schedule 2.9(A)(1) sets forth a list and brief description of each such Tribune Station Governmental Permit held by the Tribune Sub as of the date of this Agreement, except for such incidental licenses, permits and other authorizations which would be readily obtainable by any qualified applicant without undue burden in the event of any lapse, termination, cancellation or forfeiture thereof. Schedule 2.9(A)(2) sets forth a list of licenses and permits issued to the Tribune Sub by the FCC that are not used in connection with the operation of the Tribune Station. (b) Except as set forth in Schedule 2.9(B), the Tribune Sub has fulfilled and performed in all material respects its obligations under each of such Tribune Station Governmental Permits, and no event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a material breach or material default under any such Tribune Station Governmental Permit. No notice of cancellation, of default or of any dispute concerning any Tribune Station Governmental Permit, or of any event, condition or state of facts described in the preceding sentence, has been received by Tribunehereof. Except as set forth in on Schedule 2.9(B)3.10, each of the Tribune Station Governmental Permits is valid, subsisting and in full force and effect, and, subject to the receipt of the FCC Order, to the best knowledge of Tribune, may be assigned and transferred to the Xxxxxxxx Sub in accordance with this Agreement and at the time of assignment to the Xxxxxxxx Sub will be in full force and effect, in each case without (a) the occurrence of any breach, default or forfeiture of rights thereunder or (b) the consent, approval, or act of, or the making of any filing with, any Governmental Body or other party (other than the FCC as contemplated by Section 4.3). The Tribune Station is being operated Company has complied in all material respects with all terms and conditions of the Governmental Permits. Except as set forth on Schedule 3.10, the Company has not received any written notice of any violation of any Governmental Permit. No suspension, cancellation or non-renewal of any Governmental Permit is pending or, to the Knowledge of Seller, threatened. Notwithstanding the foregoing, the representations and warranties contained in accordance this Section 3.10 do not apply to Taxes, benefit plans and related matters or labor matters, which subject matters are addressed in their entirety and exclusively in Section 3.9 (Tax Matters), Section 3.16 (Employee Benefit Plans) and Section 3.17 (Labor Matters), respectively. Except as set forth on Schedule 3.10, since January 1, 2008, the Company has timely filed all forms, reports, registration statements, schedules and other documents, together with any amendments required to be made with respect thereto, that were required to be filed with any Securities Authority, and has paid all fees and assessments due and payable in connection therewith. The Company is duly registered as an investment advisor under the Tribune Station FCC Authorizations and in compliance Advisers Act. To the Knowledge of Seller, all regulatory documents of the Company complied in all material respects with the Communications Act, the rules and regulations thereunder, and all other laws and regulations, federal, state and local, applicable to the Tribune Station. Tribune has not received any notice of any violations requirements of the Tribune Station FCC Authorizations, the Communications Act securities laws and the rules and regulations thereunder. There is no action by or before the FCC currently pending or, to the best knowledge of Tribune, threatened to revoke, cancel, rescind, modify or refuse to renew in the ordinary course any of the Tribune Station FCC AuthorizationsSEC promulgated thereunder applicable to such regulatory documents, and none of such regulatory documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not materially misleading.

Governmental Permits. Section 4.10 of the Disclosure Schedule contains a complete list and summary description (aincluding its dates of expiration) of all of Medfusion and the Subsidiaries’ Governmental Permits. The Tribune Sub ownsCompanies and the Subsidiaries hold all Governmental Permits and any other regulatory authorizations from any Governmental Authorities, holdsprofessional accreditation organizations, professional standards setting organizations, or possesses the Tribune Station FCC Authorizations and all any other governmental licenses, franchises, permits, privileges, immunities, approvals and other authorizations which are similar third party necessary to entitle it to own or lease, operate and use the Tribune Station Assets and the Tribune Station and to carry on and conduct the Tribune Station Business as currently conducted (herein collectively referred to as "Tribune Station Governmental Permits"), except for such Tribune Station Governmental Permits which the failure to so own, hold or possess would not have a material adverse effect on the operations and financial condition of the Tribune Stations, individually and taken as a whole. Schedule 2.9(A)(1) sets forth a list and brief description of each such Tribune Station Governmental Permit held by the Tribune Sub as of the date of this Agreement, except for such incidental licenses, permits and other authorizations which would be readily obtainable by any qualified applicant without undue burden in the event of any lapse, termination, cancellation or forfeiture thereof. Schedule 2.9(A)(2) sets forth a list of licenses and permits issued to the Tribune Sub by the FCC that are not used in connection with the operation of the Tribune Station. (b) Except Business as set forth in Schedule 2.9(B), the Tribune Sub has fulfilled and performed in all material respects its obligations under each of such Tribune Station Governmental Permitscurrently operated, and no event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a material breach or material default under any such Tribune Station Governmental Permit. No notice of cancellation, of default or of any dispute concerning any Tribune Station Governmental Permit, or of any event, condition or state of facts described in the preceding sentence, has been received by Tribune. Except as set forth in Schedule 2.9(B), each of the Tribune Station Governmental Permits is valid, subsisting and in full force and effect, and, subject to the receipt of the FCC Order, to the best knowledge of Tribune, may be assigned and transferred to the Xxxxxxxx Sub in accordance with this Agreement and at the time of assignment to the Xxxxxxxx Sub will be in full force and effect, in each case without (a) the occurrence of any breach, default or forfeiture of rights thereunder or (b) the consent, approval, or act of, or the making of any filing with, any Governmental Body or other party (other than the FCC as contemplated by Section 4.3). The Tribune Station is being operated in all material respects in accordance with the Tribune Station FCC Authorizations and are in compliance in all material respects with the Communications Actterms of such Governmental Permits and any other applicable regulatory authorizations, except as set forth in Section 4.10 of the rules Disclosure Schedule. To the Knowledge of the Companies, each practicing pharmacist, pharmacy technician, nurse and regulations thereunderother clinician or personnel employed by or an independent contractor to the Companies and the Subsidiaries have all Governmental Permits necessary to perform their professional duties and (i) are the holders of all applicable valid licenses, certifications, facility privileges, and all other laws rights and regulationsauthorizations required by Law, federalprofessional accreditation organization, or professional standards setting organizations necessary for each practicing pharmacist, pharmacy technician, nurse, and other clinician or personnel employed by or an independent contractor to furnish services to, for the benefit of or on behalf of the Companies and the Subsidiaries (the “Professional Authorizations”); (ii) are in compliance in all material respects and in good standing with their respective Professional Authorizations; (iii) has not been excluded from participating in any federal or state and local, applicable healthcare program or private third party healthcare program in which he or she participates; (iv) to the Tribune Station. Tribune Companies’ Knowledge, has not received engaged in any notice activity which would cause or be likely to cause the loss, limitation, restriction, revocation or suspension of these Professional Authorizations; and (v) to the Companies’ Knowledge, is not the subject of any violations investigation for violation of any federal or state Law. Neither the Tribune Station FCC Authorizations, Companies or the Communications Act and the rules and regulations thereunder. There is no action by or before the FCC currently pending orSubsidiaries nor, to the best knowledge of TribuneCompanies’ Knowledge, threatened to revoke, cancel, rescind, modify or refuse to renew in the ordinary course any of the Tribune Station FCC Authorizationspracticing pharmacists, pharmacy technicians, nurses or other clinicians or personnel employed by or independent contractors to the Companies or the Subsidiaries has received any written notice that they are in breach or violation of, or default under, or that any of their respective properties, facilities, equipment, operations or business procedures or practices fail to comply in any material respect with, any Governmental Permit. Except as set forth in Section 4.10 of the Disclosure Schedule, each Governmental Permit held by the Companies or the Subsidiaries will continue in full force and effect with the Companies and the Subsidiaries following the Closing in accordance with the terms, conditions and limitations thereof without requiring the consent or approval of any Person.

Governmental Permits. (a) The Tribune Sub ownsEach Company has, holdsand has owned, held or possesses the Tribune Station FCC Authorizations and possessed all other governmental material licenses, franchises, permits, registrations, privileges, immunities, approvals and other authorizations from a Governmental Body which are necessary to entitle it to own or lease, operate and use the Tribune Station Assets and the Tribune Station its respective assets and to carry on and conduct its Business (collectively, the Tribune Station Business as currently conducted (herein collectively referred to as "Tribune Station “Governmental Permits"”), except for such Tribune Station Governmental Permits which the failure to so own, hold or possess would not have a material adverse effect on the operations and financial condition of the Tribune Stations, individually and taken as a whole. Schedule 2.9(A)(15.8(A) sets forth a list and brief description of each such Tribune Station Governmental Permit currently held by the Tribune Sub as each Company. True and correct copies of the date of this Agreement, except for all such incidental licenses, permits and other authorizations which would be readily obtainable Governmental Permits have heretofore been delivered to Buyer by any qualified applicant without undue burden in the event of any lapse, termination, cancellation or forfeiture thereof. Schedule 2.9(A)(2) sets forth a list of licenses and permits issued to the Tribune Sub by the FCC that are not used in connection with the operation of the Tribune StationSeller. (b) Except as set forth in Schedule 2.9(B5.8(B), the Tribune Sub (i) each Company has fulfilled and performed in all material respects its obligations under each of such Tribune Station the Governmental Permits, and no event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a material breach or material default under any such Tribune Station Governmental Permit or which permits or, after notice or lapse of time or both, would permit revocation or termination of any such Governmental Permit. No , or which might adversely affect in any material respect the rights of any Company under any such Governmental Permit; (ii) no notice of cancellation, of default or of any dispute concerning any Tribune Station Governmental Permit, or to Seller’s Knowledge, of any event, condition or state of facts described in the preceding sentenceclause, has been received by Tribune. Except as set forth in Schedule 2.9(B), any Company or Seller ; and (iii) each of the Tribune Station Governmental Permits is valid, subsisting and in full force and effect, and, subject to the receipt of the FCC Order, to the best knowledge of Tribune, effect and may be assigned and transferred to the Xxxxxxxx Sub Buyer in accordance with this Agreement and at the time of assignment to the Xxxxxxxx Sub will be continue in full force and effecteffect thereafter, in each case without (ax) the occurrence of any breach, default or forfeiture of rights thereunder thereunder, or (by) the consent, approval, or act of, or the making of any filing with, any Governmental Body or other party Body. (other c) Other than the FCC as contemplated by Section 4.3). The Tribune Station is being operated in all material respects in accordance with the Tribune Station FCC Authorizations support from federal and in compliance in all material respects with the Communications Act, the rules and regulations thereunder, and all other laws and regulations, federal, state and local, applicable Illinois programs related to the Tribune Station. Tribune has not received operations of Telco and Communications, no Company is a party to or receives funds from any notice of grants, incentives or subsidies from any violations of the Tribune Station FCC Authorizations, the Communications Act and the rules and regulations thereunder. There is no action by or before the FCC currently pending or, to the best knowledge of Tribune, threatened to revoke, cancel, rescind, modify or refuse to renew in the ordinary course any of the Tribune Station FCC AuthorizationsGovernmental Body.

Governmental Permits. (a) The Tribune Sub Emmis License owns, holds, holds or possesses the Tribune Station Emmis Denver FCC Authorizations Authorizations, and the Emmis Entities own, hold or possess all other governmental licenses, franchises, permits, privileges, immunities, approvals and other authorizations which from a Governmental Body that are necessary to entitle it them to own or lease, operate and use the Tribune Station Purchased Assets and the Tribune Station and to carry on and conduct the Tribune Station Business substantially as currently conducted (herein collectively referred immediately prior to as "Tribune Station Governmental Permits")the date of this Agreement, except for such Tribune Station Governmental Permits as to which the failure to so own, hold or possess would not have a material adverse effect on the operations and financial condition of the Tribune Stations, individually and taken as a wholeMaterial Adverse Effect (herein collectively called “Governmental Permits”). Schedule 2.9(A)(13.9(a) sets forth a list and brief description of each such Tribune Station Governmental Permit held by the Tribune Sub each Emmis Entity as of the date of this Agreement, except for such incidental licenses, permits and other authorizations which would be readily obtainable by any qualified applicant without undue burden in the event of any lapse, termination, cancellation or forfeiture thereof. Schedule 2.9(A)(2) sets forth a list of licenses and permits issued to the Tribune Sub by the FCC that are not used in connection with the operation of the Tribune Station. (b) Except as set forth in Schedule 2.9(B3.9(b), the Tribune Sub each Emmis Entity has fulfilled and performed in all material respects --------------- its obligations under each of such Tribune Station the Governmental Permits, and no event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a material breach or material default under any such Tribune Station Governmental Permit. No notice of cancellation, of default or of any dispute concerning any Tribune Station Governmental Permit, or of any event, condition or state of facts described in the preceding sentence, has been received by Tribuneeither Emmis Entity. Except as set forth in Schedule 2.9(B3.9(b), each of the Tribune Station Governmental Permits is valid, subsisting and in full --------------- force and effect, and, subject to the receipt of the FCC OrderConsent, to the best knowledge Knowledge of Tribunethe Emmis Entities, may be assigned and transferred to the Xxxxxxxx Sub Buyer in accordance with this Agreement and at the time of assignment to the Xxxxxxxx Sub Buyer will be in full force and effect, in each case without (a) the occurrence of any breach, default or forfeiture of rights thereunder or (b) the consent, approval, approval or act of, or the making of any filing with, any Governmental Body or other party (other than the FCC as contemplated by Section 4.35.3). The Tribune Except as set forth on Schedule 3.9(b), the Station is being operated in all ----------- --------------- material respects in accordance with the Tribune Station Emmis Denver FCC Authorizations and in compliance in all material respects with the Communications Act, the rules and regulations thereunder, and all other laws and regulations, federal, state and local, applicable to the Tribune Station. Tribune Neither Emmis Entity has not received any notice of any violations of the Tribune Station Emmis Denver FCC Authorizations, the Communications Act and or the rules and regulations thereunderthereunder relating to the Station. There is no action by or before the FCC currently pending or, to the best knowledge Knowledge of Tribunethe Emmis Entities, threatened to revoke, cancel, rescind, modify or refuse to renew in the ordinary course any of the Tribune Station Emmis Denver FCC Authorizations.

Governmental Permits. (a) The Tribune Sub Each Seller owns, holds, holds or possesses the Tribune Station FCC Authorizations and all other governmental licenses, franchises, permits, privileges, immunities, approvals and other authorizations which from a Governmental Body that are necessary to entitle it to own or lease, operate and use the Tribune Station Purchased Assets and the Tribune Station owned by it and to carry on and conduct the Tribune Station Business substantially as currently conducted (herein collectively referred to as "Tribune Station Governmental Permits"), by it except for such Tribune Station Governmental Permits any of the foregoing as to which the failure to so own, hold or possess would not have a material adverse effect on the operations and financial condition of Purchased Assets or the Tribune Stations, individually and taken as a wholeBusiness (herein collectively called “Governmental Permits”). Schedule 2.9(A)(1) 5.6 sets forth a list and brief description of each such Tribune Station Governmental Permit held by the Tribune Sub as of the date of this AgreementPermit, except for such incidental licenses, permits and other authorizations which would be readily obtainable by any qualified applicant without undue burden in the event of any lapse, termination, cancellation or forfeiture thereof. Schedule 2.9(A)(2) sets forth a list of licenses and permits issued to the Tribune Sub by the FCC that are not used in connection with the operation of the Tribune Station. (b) Except as set forth in Schedule 2.9(B), the Tribune Sub 5.6 (i) each Seller has fulfilled and performed in all material respects its their obligations under each of such Tribune Station the Governmental PermitsPermits to which it is subject, and no event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a material breach or material default under any such Tribune Station Governmental Permit or which permits revocation or termination of any such Governmental Permit or which would cause the suspension, termination, revocation, cancellation, limitation or impairment of any such Governmental Permit. No ; (ii) no notice of cancellation, of default or of any material dispute concerning any Tribune Station Governmental Permit, or of any event, condition or state of facts described in the preceding sentence, Permit has been received by Tribune. Except as set forth in Schedule 2.9(B), a Seller that has not been revoked or otherwise resolved or cured; (iii) each of the Tribune Station Governmental Permits is valid, subsisting and in full force and effect, and, subject to the receipt of the FCC Order, to the best knowledge of Tribune, may be assigned ; and transferred to the Xxxxxxxx Sub (iv) there are no material fines or penalties owed by a Seller in accordance with this Agreement and at the time of assignment to the Xxxxxxxx Sub will be in full force and effect, in each case without (a) the occurrence respect of any breach, default Governmental Permit or forfeiture of rights thereunder or (b) the consent, approval, or act of, or the making of any filing with, any Governmental Body or other party (other than the FCC as contemplated by Section 4.3). The Tribune Station is being operated in all material respects in accordance with the Tribune Station FCC Authorizations and in compliance in all material respects with the Communications Act, the rules and regulations thereunder, and all other laws and regulations, federal, state and local, applicable to the Tribune Station. Tribune has not received any notice of any violations of the Tribune Station FCC Authorizations, the Communications Act and the rules and regulations thereunder. There is no action by or before the FCC currently pending or, to the best knowledge of Tribune, threatened to revoke, cancel, rescind, modify or refuse to renew in the ordinary course any of the Tribune Station FCC Authorizationsviolation thereof.

Governmental Permits. (a) The Tribune Sub Each of Seller and Seller Subsidiary owns, holds, holds or possesses the Tribune Station FCC Authorizations and all other governmental licenses, franchises, permits, privileges, immunities, approvals approvals, certificates and other authorizations from a Governmental Body which are necessary to entitle it to own or lease, operate and use the Tribune Station Purchased Assets and the Tribune Station and to carry on and conduct the Tribune Station Business as currently conducted (herein collectively referred to as "Tribune Station collectively, the “Governmental Permits"”), except for such Tribune Station Governmental Permits which where the failure so to so own, hold or possess would not reasonably be expected to have a material adverse effect on the operations and financial condition of the Tribune Stations, individually and taken as a wholeMaterial Adverse Effect. Schedule 2.9(A)(1) 5.9 sets forth a list and brief description of each such Tribune Station Governmental Permit held by the Tribune Sub as Permit. Complete and correct copies of all of the date of this Agreement, except for such incidental licenses, permits and other authorizations which would be readily obtainable Governmental Permits have heretofore been made available to Buyer by any qualified applicant without undue burden in the event of any lapse, termination, cancellation or forfeiture thereof. Schedule 2.9(A)(2) sets forth a list of licenses and permits issued to the Tribune Sub by the FCC that are not used in connection with the operation of the Tribune StationSeller. (b) Except as set forth in Schedule 2.9(B)5.9, the Tribune Sub (i) each of Seller and Seller Subsidiary has fulfilled and performed performed, in all material respects respects, its obligations under each of such Tribune Station the Governmental Permits, and, to the knowledge of Seller, Seller Subsidiary and the Selling Parties, no event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a material breach or material default under any such Tribune Station Governmental Permit or which permits or, after notice or lapse of time or both, would permit revocation or termination of any such Governmental Permit. No , or which would reasonably be expected to materially adversely affect the rights of Seller or Seller Subsidiary under any such Governmental Permit; (ii) no notice of cancellation, of default or of any dispute concerning any Tribune Station Governmental Permit, or of any event, condition or state of facts described in the preceding sentenceclause, has been received by Tribune. Except as set forth in Schedule 2.9(B)writing by, or is known to, Seller, Seller Subsidiary or the Selling Parties; and (iii) each of the Tribune Station Governmental Permits is valid, subsisting and in full force and effect, and, subject to the receipt of the FCC Order, to the best knowledge of Tribune, effect and may be assigned and transferred to the Xxxxxxxx Sub Buyer in accordance with this Agreement and at the time of assignment to the Xxxxxxxx Sub will be in full force and effect, in each case without (a) the occurrence of any breach, default or forfeiture of rights thereunder or (b) the consent, approval, or act of, or the making of any filing with, any Governmental Body or other party (other than the FCC as contemplated by Section 4.3). The Tribune Station is being operated in all material respects in accordance with the Tribune Station FCC Authorizations and in compliance in all material respects with the Communications Act, the rules and regulations thereunder, and all other laws and regulations, federal, state and local, applicable to the Tribune Station. Tribune has not received any notice of any violations of the Tribune Station FCC Authorizations, the Communications Act and the rules and regulations thereunder. There is no action by or before the FCC currently pending or, to the best knowledge of Tribune, threatened to revoke, cancel, rescind, modify or refuse to renew in the ordinary course any of the Tribune Station FCC AuthorizationsAgreement.

Governmental Permits. (a) The Tribune Sub ownsPSC License, holdsa Subsidiary of the Seller, directly holds all of the licenses, permits or other authorizations issued by the FCC relating to or necessary for the operation of the Station (the "FCC Licenses"). Schedule 4.8(a) sets forth a list of all of the FCC Licenses (other than auxiliary service licenses and FCC registrations for receive-only earth stations) held by PSC License and sets forth the expiration date, if any, of each such FCC License. To the Knowledge of the Seller, each FCC License, at the time of its issuance, was duly and validly issued by the FCC. To the Knowledge of the Seller, no event has occurred or circumstance exists which permits, or possesses after notice or lapse of time or both would permit, the Tribune Station revocation, suspension, termination or non-renewal of any FCC Authorizations License, other than (i) events that may occur or circumstances that may arise after the date of this Agreement as a result of the Optionee's failure to fulfill its obligations under the Optionee LMA, and (ii) circumstances of general applicability to the television broadcast industry as a whole. As of the date of this Agreement, each of the FCC Licenses is in full force and effect, and PSC License is in substantial compliance therewith with no known conflict with the valid rights of others. At the Closing, each FCC License will be in full force and effect (other than as provided in the rules and policies of the FCC generally applicable to the television broadcast industry as a whole), and PSC License will be in substantial compliance therewith with no known conflict with the valid rights of others, except where the failure to be in full force and effect or in substantial compliance results from the failure of the Optionee to fulfill its obligations under the Optionee LMA. (b) To the Knowledge of the Seller, the Seller and its Subsidiaries own, hold or possess all Governmental Permits (other governmental licenses, franchises, permits, privileges, immunities, approvals and other authorizations which are necessary to entitle it to own or lease, operate and use than the Tribune Station Assets and the Tribune Station and to carry on and conduct the Tribune Station Business as currently conducted (herein collectively referred to as "Tribune Station Governmental Permits"FCC Licenses), except for such Tribune Station Governmental Permits Permits, of which the failure to so own, hold or possess would not not, individually or in the aggregate, have a material adverse effect on the operations and financial condition of the Tribune Stations, individually and taken as a wholeMaterial Adverse Effect. Schedule 2.9(A)(14.8(b) sets forth a list and brief description of each such Tribune Station Governmental Permit (other than the FCC Licenses) owned, held or possessed by the Tribune Sub Seller and its Subsidiaries as of the date of this Agreement, except for such incidental licenses, permits and other authorizations which would be readily obtainable by any qualified applicant without undue burden in the event of any lapse, termination, cancellation or forfeiture thereof. Schedule 2.9(A)(2) sets forth a list of licenses and permits issued to the Tribune Sub by the FCC that are not used in connection with the operation name of the Tribune Stationholder thereof. (bc) Except with respect to programming being provided to the Seller under the Affiliation Agreement and the Existing Affiliation Agreement about which the Seller and its Subsidiaries make no representation or warranty, and except as set forth in Schedule 2.9(B4.8(c), the Tribune Sub Seller and each of its Subsidiaries has fulfilled and performed in all material respects its obligations under each of such Tribune Station the Governmental Permits, except where the failure to fulfill or perform such obligations would not individually or in the aggregate have a Material Adverse Effect, and no event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a material breach or material default under any such Tribune Station Governmental PermitPermit except for such breaches or defaults as would not individually or in the aggregate have a Material Adverse Effect. No written notice of cancellation, of default or of any dispute concerning any Tribune Station Governmental Permit, or of any event, condition or state of facts described in the preceding sentence, has been received by Tribunethe Seller or any of its Subsidiaries. Except as set forth in Schedule 2.9(B4.8(c), each of the Tribune Station Governmental Permits is valid, subsisting and in full force and effect, and, subject except where the failure to be so would not individually or in the aggregate have a Material Adverse Effect. (d) Except with respect to programming being provided to the receipt of Seller under the FCC OrderAffiliation Agreement and the Existing Affiliation Agreement about which the Seller and its Subsidiaries make no representation or warranty, to the best knowledge Knowledge of Tribunethe Seller, may be assigned and transferred to the Xxxxxxxx Sub in accordance with this Agreement and at the time of assignment to the Xxxxxxxx Sub will be in full force and effect, in each case without (a) the occurrence of any breach, default or forfeiture of rights thereunder or (b) the consent, approval, or act of, or the making of any filing with, any Governmental Body or other party (other than the FCC as contemplated by Section 4.3). The Tribune Station is being operated in all material respects in accordance with the Tribune Station FCC Authorizations Governmental Permits and in compliance in all material respects with the Communications Act, the rules and regulations thereunder, and all other laws and regulations, federal, state and local, Requirements of Law applicable to the Tribune Station. Tribune Neither the Seller nor any of its Subsidiaries has not received any written notice of any violations of the Tribune Station FCC AuthorizationsGovernmental Permits, the Communications Act and or the rules and regulations thereunder. There To the Knowledge of the Seller, there is no action by or before the FCC currently pending or, to the best knowledge of Tribune, or threatened to revoke, cancel, rescind, modify or refuse to renew in the ordinary course any of the Tribune Governmental Permits, other than circumstances of general applicability to the television broadcast industry as a whole. The Governmental Permits are validly issued in the name of the Seller or a Subsidiary of the Seller. The Seller has delivered to the Optionee true and complete copies of the Governmental Permits, including any and all amendments and other modifications thereto. The Governmental Permits are in full force and effect, are valid for the balance of the current license term applicable generally to television stations licensed to communities in the state where the Station is located, are unimpaired by any acts or omissions of the Seller or any of its Affiliates, or the employees, agents, officers or directors, or members of the Seller or any of their Affiliates, and are free and clear of any restrictions which might limit the full operation of the Station in the manner and to the full extent as it is now operated (other than restrictions under the terms of the Governmental Permits themselves). Neither the Seller nor any of its Subsidiaries has received any written notice of any violations of the Governmental Permits, the Communications Act or the rules and regulations thereunder. To the Knowledge of the Seller, there are no applications or Claims pending or threatened which may individually or in the aggregate have a Material Adverse Effect (other than rulemaking proceedings that apply to the television broadcasting industry generally). Neither the Seller nor any of its Subsidiaries is aware of any reason why those of the Governmental Permits subject to expiration might not be renewed in the ordinary course for a full term without material qualifications, except to the extent of any contrary rules and policies of the FCC Authorizationsof general applicability to the television broadcast industry as a whole, or of any reason why any of the Governmental Permits might be revoked. No renewal of any Governmental Permits would constitute a major environmental action under the current rules and regulations of the FCC. The Seller maintains an appropriate public inspection file at the Station's studios in accordance with FCC rules and regulations. Access to the Station's transmission facilities is restricted in accordance with the policies, rules and regulations of the FCC.

Governmental Permits. (a) The Tribune Sub Each of the Company and the Subsidiaries owns, holds, holds or possesses the Tribune Station FCC Authorizations and all other governmental licenses, franchises, permits, privileges, variances, immunities, approvals and other authorizations which from Governmental Bodies that are necessary to entitle it to own or lease, operate and use the Tribune Station Assets its properties and the Tribune Station assets and to carry on and conduct the Tribune Station Business its business substantially as currently conducted (herein collectively referred to as "Tribune Station Governmental Permits"), except for such Tribune Station Governmental Permits which the failure to so own, hold or possess would not have a material adverse effect on the operations and financial condition of the Tribune Stations, individually and taken as a whole. Schedule 2.9(A)(1) sets forth a list and brief description of each such Tribune Station Governmental Permit held by the Tribune Sub as of the date of this Agreementconducted, except for such incidental licenses, permits and other authorizations which would be readily obtainable by any qualified applicant without undue burden in the event of any lapse, termination, cancellation or forfeiture thereofthereof (collectively, the “Governmental Permits”). Schedule 2.9(A)(2) 5.8 of the Disclosure Schedule sets forth a list and brief description of licenses each Governmental Permit. Complete and permits issued to the Tribune Sub by the FCC that are not used in connection with the operation correct copies of all of the Tribune StationGovernmental Permits have heretofore been delivered to Parent. (b) Except as set forth in on Schedule 2.9(B), 5.8 of the Tribune Sub Disclosure Schedule: (i) each of the Company and the Subsidiaries has fulfilled and performed in all material respects its obligations under each of such Tribune Station Governmental PermitsPermit, and no event has occurred or condition or state of facts exists which that constitutes or, after notice or lapse of time or both, would constitute a material breach or material default under any such Tribune Station Governmental Permit or that permits or, after notice or lapse of time or both, would permit revocation or termination of any such Governmental Permit or that might adversely affect the rights of the Company or any Subsidiary under any such Governmental Permit. No ; (ii) no notice of cancellation, of default or of any dispute concerning any Tribune Station Governmental Permit, or of any event, condition or state of facts described in the preceding sentenceclause, has been received by Tribune. Except as set forth in Schedule 2.9(B)by, or is known to, the Company or any Subsidiary; (iii) each of the Tribune Station Governmental Permits is valid, subsisting and in full force and effect, and, subject to ; and (iv) the receipt consummation of the FCC Order, to the best knowledge of Tribune, may be assigned and transferred to the Xxxxxxxx Sub in accordance with transactions contemplated by this Agreement and at the time of assignment to the Xxxxxxxx Sub will be in full force and effectnot, in each case without (a) the occurrence absence of any breach, default or forfeiture of rights thereunder or (b) the consent, approval, approval or act of, or the making of any filing with, any Governmental Body Body, cause a breach or other party (other than the FCC as contemplated by Section 4.3). The Tribune Station is being operated in all material respects in accordance with the Tribune Station FCC Authorizations and in compliance in all material respects with the Communications Act, the rules and regulations thereunder, and all other laws and regulations, federal, state and local, applicable to the Tribune Station. Tribune has not received default under any notice such Governmental Permit or permit revocation or termination of any violations such Governmental Permit or adversely affect the rights of the Tribune Station FCC Authorizations, the Communications Act and the rules and regulations thereunder. There is no action by Company or before the FCC currently pending or, to the best knowledge of Tribune, threatened to revoke, cancel, rescind, modify or refuse to renew in the ordinary course any of the Tribune Station FCC AuthorizationsSubsidiary under any such Governmental Permit.

Governmental Permits. (a) The Tribune Sub ownsSeller and Hastings Canada own, holds, hold or possesses the Tribune Station FCC Authorizations and possess all other governmental licenses, franchises, permits, privileges, immunities, approvals and other authorizations from a Governmental Body which are necessary to entitle it to own or lease, operate and use the Tribune Station Purchased Assets and the Tribune Station and to carry on and conduct the Tribune Station Business substantially as currently conducted (herein collectively referred to as called "Tribune Station Governmental PermitsGOVERNMENTAL PERMITS"), except for such Tribune Station Governmental Permits as to which the failure to so own, hold or possess would not have a material adverse effect on the operations and Purchased Assets, the Business or the operations, liabilities, profits, prospects or condition (financial condition of the Tribune Stations, individually and taken as a wholeor otherwise) thereof. Schedule 2.9(A)(1) SCHEDULE 5.9 sets forth a list and brief description of each such Tribune Station Governmental Permit held by the Tribune Sub as of the date of this AgreementPermit, except for such incidental licenses, permits and other authorizations which would be readily obtainable by any qualified applicant without undue burden in the event of any lapse, termination, cancellation or forfeiture thereof. Schedule 2.9(A)(2) sets forth a list Complete and correct copies of licenses and permits issued to the Tribune Sub by the FCC that are not used in connection with the operation all of the Tribune StationGovernmental Permits have heretofore been delivered to Buyer by Seller. (b) Except as set forth in Schedule 2.9(B)SCHEDULE 5.9, the Tribune Sub has (i) Each of Seller and Hastings Canada have fulfilled and performed in all material respects its obligations under each of such Tribune Station its Governmental Permits, and no event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a material breach or material default under any such Tribune Station Governmental Permit or which permits or, after notice or lapse of time or both, would permit revocation or termination of any such Governmental Permit. No , or which might adversely affect the rights of Seller or Hastings Canada under any such Governmental Permit; (ii) no notice of cancellation, of default or of any dispute concerning any Tribune Station Governmental Permit, or of any event, condition or state of facts described in the preceding sentenceclause, has been received by Tribune. Except as set forth in Schedule 2.9(B)by, or is known to, Seller or Hastings Canada; and (iii) each of the Tribune Station Governmental Permits is valid, subsisting and in full force and effect, and, subject to the receipt of the FCC Order, to the best knowledge of Tribune, effect and may be assigned and transferred to the Xxxxxxxx Sub Buyer in accordance with this Agreement and at the time of assignment to the Xxxxxxxx Sub will be continue in full force and effecteffect thereafter, in each case without (ax) the occurrence of any breach, default or forfeiture of rights thereunder thereunder, or (by) the consent, approval, or act of, or the making of any filing with, any Governmental Body or other party (other than the FCC as contemplated by Section 4.3). The Tribune Station is being operated in all material respects in accordance with the Tribune Station FCC Authorizations and in compliance in all material respects with the Communications Act, the rules and regulations thereunder, and all other laws and regulations, federal, state and local, applicable to the Tribune Station. Tribune has not received any notice of any violations of the Tribune Station FCC Authorizations, the Communications Act and the rules and regulations thereunder. There is no action by or before the FCC currently pending or, to the best knowledge of Tribune, threatened to revoke, cancel, rescind, modify or refuse to renew in the ordinary course any of the Tribune Station FCC AuthorizationsBody.

Governmental Permits. (a) Excluding business registrations in the jurisdictions set forth on Schedule 5.1 and Schedule 5.3, Schedule 5.19 sets forth a complete and correct list of all Governmental Permits used in the operation of the Business or otherwise held by the Company or any of its Subsidiaries. The Tribune Sub ownsCompany and its Subsidiaries own, holdspossess or lawfully use in the operation of the Business, or possesses the Tribune Station FCC Authorizations and all other governmental licenses, franchises, permits, privileges, immunities, approvals and other authorizations Governmental Permits which are necessary to entitle it to own or lease, operate and use the Tribune Station Assets and the Tribune Station and to carry on and conduct the Tribune Station Business as currently now conducted (herein collectively referred by them or to as "Tribune Station the ownership of the Assets now or previously owned by them, free and clear of all Liens except Permitted Liens. Neither the Company nor any of its Subsidiaries is in Default, nor has it received any written notice of, nor is the Company, any of its Subsidiaries or any Seller Party aware of, any claim of Default, with respect to any such Governmental Permits"), except for . The Company and each of its Subsidiaries has been operated in compliance with all such Tribune Station Governmental Permits which the failure to so own, hold or possess would not have a material adverse effect on the operations and financial condition of the Tribune Stations, individually and taken as a whole. Schedule 2.9(A)(1) sets forth a list and brief description of each such Tribune Station Governmental Permit held by the Tribune Sub as of the date of this Agreement, except for such incidental licenses, permits and other authorizations which would be readily obtainable by any qualified applicant without undue burden in the event of any lapse, termination, cancellation or forfeiture thereof. Schedule 2.9(A)(2) sets forth a list of licenses and permits issued to the Tribune Sub by the FCC that are not used in connection with the operation of the Tribune Station. (b) Except as set forth in Schedule 2.9(B), the Tribune Sub has fulfilled and performed in all material respects its obligations under each of respects. All such Tribune Station Governmental Permits, and no event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a material breach or material default under any such Tribune Station Governmental Permit. No notice of cancellation, of default or of any dispute concerning any Tribune Station Governmental Permit, or of any event, condition or state of facts described in the preceding sentence, has been received by Tribune. Except as set forth in Schedule 2.9(B), each of the Tribune Station Governmental Permits is valid, subsisting are valid and in full force and effect. Except as set forth on Schedule 5.19, and, subject to the receipt of the FCC Order, to the best knowledge of Tribune, may be assigned and transferred to the Xxxxxxxx Sub in accordance with this Agreement and at the time of assignment to the Xxxxxxxx Sub will be in full force and effect, in each case without (a) the occurrence of any breach, default all such Governmental Permits are renewable by their terms or forfeiture of rights thereunder or (b) the consent, approval, or act of, or the making of any filing with, any Governmental Body or other party (other than the FCC as contemplated by Section 4.3). The Tribune Station is being operated in all material respects in accordance with the Tribune Station FCC Authorizations and in compliance in all material respects with the Communications Act, the rules and regulations thereunder, and all other laws and regulations, federal, state and local, applicable to the Tribune Station. Tribune has not received any notice of any violations of the Tribune Station FCC Authorizations, the Communications Act and the rules and regulations thereunder. There is no action by or before the FCC currently pending or, to the best knowledge of Tribune, threatened to revoke, cancel, rescind, modify or refuse to renew in the ordinary course of business and will not be adversely affected by the completion of the Transaction. The Company and each of its Subsidiaries has filed such timely and complete renewal applications as may be required by it with respect to such Governmental Permits and has paid all renewal fees in full, to the extent that they have come due. Except as set forth on Schedule 5.19, neither the Company nor any of its Subsidiaries has received any notification of any Governmental Permit revocation, cancellation, limitation, modification, lapse, suspension, integrity review, withdrawal or other adverse action (collectively “Governmental Permit Action”), and to the Tribune Station FCC AuthorizationsKnowledge of the Company or any Seller Party, no Governmental Permit Action is or has been threatened, undertaken, under investigation, or is pending. No occurrence or event has occurred that could reasonably result in a Governmental Permit Action. No present or former shareholder, director, officer, contractor, agent or employee of the Company or any of its Subsidiaries, or any other Person owns or has any proprietary, financial or other interest (direct or indirect) in any Governmental Permits which the Company or any of its Subsidiaries now or previously owned, possessed or used.

Governmental Permits. (a) The Tribune Sub Company owns, holds, holds or possesses the Tribune Station FCC Authorizations and all other governmental licenses, franchises, permits, privileges, immunities, approvals and other authorizations from Governmental Bodies which are necessary to entitle it to own or lease, operate and use the Tribune Station Assets and the Tribune Station its assets and to carry on and conduct the Tribune Station Business its business substantially as currently conducted (herein collectively referred to as "Tribune Station Governmental Permits")conducted, except for such Tribune Station Governmental Permits those as to which the failure to so own, hold or possess would not have a material adverse effect Material Adverse Effect on the operations and financial condition of the Tribune Stations, individually and taken as a wholeCompany (herein collectively called "Governmental Permits"). Schedule 2.9(A)(15.9(a) sets forth a list and brief description of each such Tribune Station Governmental Permit held by the Tribune Sub as of the date of this AgreementPermits, except for such incidental licenses, permits and other authorizations which would be readily obtainable by any qualified applicant without undue burden in the event of any lapse, termination, cancellation or forfeiture thereof. Schedule 2.9(A)(2) sets forth a list Complete and correct copies of licenses and permits issued to the Tribune Sub by the FCC that are not used in connection with the operation all of the Tribune StationGovernmental Permits have heretofore been delivered to Parent. (b) Except as set forth in Schedule 2.9(B5.9(b), (i) the Tribune Sub Company has fulfilled and performed in all material respects its obligations under each of such Tribune Station the Governmental Permits, and to the Company's knowledge, no event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a material breach or default in any material default respect under any such Tribune Station Governmental Permit or which permits or, after notice or lapse of time or both, would permit revocation or termination of any such Governmental Permit. No , or which could reasonably be expected to adversely affect in any material respect the rights of the Company under any such Govern- mental Permit, except in each case such as would not have a Material Adverse Effect on the Company; (ii) no written notice of cancellation, of default or of any material dispute concerning any Tribune Station Governmental PermitPermit except in each case such as would not have a Material Adverse Effect on the Company, or of any event, condition or state of facts described in the preceding sentenceclause, has been received by Tribune. Except as set forth in Schedule 2.9(B)by, or is known to, the Company; and (iii) except to an extent that would not have a Material Adverse Effect on the Company, each of the Tribune Station Governmental Permits is valid, subsisting and in full force and effect, and, subject to the receipt of the FCC Order, to the best knowledge of Tribune, may be assigned effect and transferred to the Xxxxxxxx Sub in accordance with this Agreement and at the time of assignment to the Xxxxxxxx Sub will be continue in full force and effecteffect after the Effective Date of the Merger, in each case without (ax) the occurrence of any breach, default or forfeiture of rights thereunder thereunder, or (by) the consent, approval, or act of, or the making of any filing with, any Governmental Body or other party (other than the FCC as contemplated by Section 4.3). The Tribune Station is being operated in all material respects in accordance with the Tribune Station FCC Authorizations and in compliance in all material respects with the Communications Act, the rules and regulations thereunder, and all other laws and regulations, federal, state and local, applicable to the Tribune Station. Tribune has not received any notice of any violations of the Tribune Station FCC Authorizations, the Communications Act and the rules and regulations thereunder. There is no action by or before the FCC currently pending or, to the best knowledge of Tribune, threatened to revoke, cancel, rescind, modify or refuse to renew in the ordinary course any of the Tribune Station FCC AuthorizationsBody.

Governmental Permits. (a) The Tribune Sub Seller owns, holds, holds or possesses the Tribune Station FCC Authorizations and -------------------- all other governmental material licenses, franchises, permits, privileges, immunities, approvals and other authorizations from a Governmental Body which are necessary to entitle it to own or lease, operate and use the Tribune Station Purchased Assets and the Tribune Station and to carry on and conduct the Tribune Station Business as currently conducted (herein collectively referred to as called "Tribune Station Governmental Permits"), except for such Tribune Station Governmental Permits which where the failure to so own, hold or possess -------------------- the Governmental Permits would not have a material adverse effect Material Adverse Effect on the operations and financial condition of the Tribune Stations, individually and taken as a wholePurchased Assets. The Disclosure Schedule 2.9(A)(1) sets forth a list and brief description of each such Tribune Station Governmental Permit held by the Tribune Sub as of the date of this AgreementPermit, except for such incidental licenses, permits and other authorizations which would be readily obtainable by any qualified applicant without undue burden in the event of any lapse, termination, cancellation or forfeiture thereof. Schedule 2.9(A)(2) sets forth a list of licenses and permits issued To the extent assignable, the Governmental Permits are being assigned to the Tribune Sub by Buyer pursuant to the FCC that are not used in connection with the operation Instrument of the Tribune StationAssignment and Assumption. (bi) Except as set forth in Schedule 2.9(B), the Tribune Sub Seller has fulfilled and performed its obligations in all material respects its obligations under each of such Tribune Station the Governmental Permits, and to the Seller's knowledge no event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a material breach or material default under any such Tribune Station Governmental Permit or which permits or, after notice or lapse of time or both, would permit revocation or termination of any such Governmental Permit. No , or which might adversely affect the rights of the Seller under any such Governmental Permit; (ii) no notice of cancellation, of default or of any dispute concerning any Tribune Station Governmental Permit, or of any event, condition or state of facts described in the preceding sentenceclause, has been received by Tribune. Except as set forth in Schedule 2.9(B)by, or is known to, the Seller; and (iii) each of the Tribune Station Governmental Permits is valid, subsisting and in full force and effect, and, subject to the receipt of the FCC Order, to the best knowledge of Tribune, may be assigned and transferred to the Xxxxxxxx Sub in accordance with this Agreement and at the time of assignment to the Xxxxxxxx Sub will be in full force and effect, in each case without (a) the occurrence of any breach, default or forfeiture of rights thereunder or (b) the consent, approval, or act of, or the making of any filing with, any Governmental Body or other party (other than the FCC as contemplated by Section 4.3). The Tribune Station is being operated in all material respects in accordance with the Tribune Station FCC Authorizations and in compliance in all material respects with the Communications Act, the rules and regulations thereunder, and all other laws and regulations, federal, state and local, applicable to the Tribune Station. Tribune has not received any notice of any violations of the Tribune Station FCC Authorizations, the Communications Act and the rules and regulations thereunder. There is no action by or before the FCC currently pending or, to the best knowledge of Tribune, threatened to revoke, cancel, rescind, modify or refuse to renew in the ordinary course any of the Tribune Station FCC Authorizations.

Governmental Permits. (a) The Tribune Sub ownsSellers own, holds, hold or possesses possess the Tribune Station FCC Authorizations Licenses and all other governmental licenses, franchises, permits, privileges, immunities, approvals and other authorizations which from a Governmental Body that are necessary to entitle it them to own or lease, operate and use the Tribune Station Assets and assets of the Tribune Station and to carry on and conduct the Tribune Station Business as currently conducted (herein collectively referred to as called "Tribune Station Governmental Permits"), except for such Tribune Station Governmental Permits which the failure to so own, hold or possess would not have a material adverse effect on the operations and financial condition of the Tribune Stations, individually and taken as a whole. Schedule 2.9(A)(14.9(a) sets forth a list and brief description of each such Tribune Station Governmental Permit held by the Tribune Sub Sellers as of the date of this Agreement, except for such incidental licenses, permits and other authorizations which would be readily obtainable by any qualified applicant without undue burden in the event of any lapse, termination, cancellation or forfeiture thereof. Schedule 2.9(A)(2) sets forth a list of licenses and permits issued to the Tribune Sub by the FCC that are not used in connection with the operation of the Tribune Station. (b) Except as set forth in Schedule 2.9(B4.9(b), the Tribune Sub has ACME Entities have fulfilled and performed in all material respects its their obligations under each of such Tribune Station the Governmental Permits, and no event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a material breach or material default under any such Tribune Station Governmental Permit. No notice of cancellation, of default or of any dispute concerning any Tribune Station Governmental Permit, or of any event, condition or state of facts described in the preceding sentence, has been received by Tribunethe ACME Entities. Except as set forth in Schedule 2.9(B4.9(b), each of the Tribune Station Governmental Permits is valid, subsisting and in full force and effect, and, subject to the receipt of the FCC Order, to Consent and expiration of the best knowledge of Tribunewaiting period under the HSR Act, may be assigned and transferred to the Xxxxxxxx Sub Buyer or its Affiliates in accordance with this Agreement and at the time of assignment to the Xxxxxxxx Sub Buyer or its Affiliates will be in full force and effect, in each case without (ai) the occurrence of any breach, default or forfeiture of rights thereunder or (bii) the consent, approval, approval or act of, or the making of any filing with, any Governmental Body or other party (other than the FCC as contemplated by Section 4.36.3). . (c) The Tribune Station is being operated in all material respects in accordance with the Tribune Station FCC Authorizations Licenses and in compliance in all material respects with the Communications Act, the published rules and regulations thereunder, and all other laws and published regulations, federal, state and local, applicable to the Tribune Station. Tribune has Sellers have not received any notice of any violations of the Tribune Station FCC AuthorizationsLicenses, the Communications Act and or the rules and regulations thereunder. There is no action by or before the FCC currently pending or, to the best knowledge Knowledge of Tribunethe ACME Entities, threatened to revoke, cancel, rescind, modify or refuse to renew in the ordinary course any of the Tribune Station Licenses. The Station Licenses are validly issued in the name of ACME Oregon Licensee as listed on Schedule 4.9(a). Sellers have delivered to Buyer true and complete copies of the Station Licenses, including any and all amendments and other modifications thereto. The Station Licenses are in full force and effect, are valid for the balance of the current license term applicable generally to television stations licensed in the state where the Station is located, are unimpaired by any acts or omissions of the ACME Entities or any of their Affiliates, or the employees, agents, officers, directors or managers, or shareholders or members of the ACME Entities or any of their Affiliates, and are free and clear of any restrictions which might limit the operation of the Station in the manner and to the full extent as it is now operated (other than restrictions under the terms of the Station Licenses themselves and those restrictions in the Communications Act and the rules and policies of the FCC Authorizationsgenerally applicable to television stations of the same type). There are no applications, proceedings, or complaints pending or, to the Knowledge of the ACME Entities, threatened before a Governmental Body which may have a Material Adverse Effect on the Business, the Purchased Assets or the operation of the Station (other than rulemaking proceedings that apply to the television broadcasting industry generally). The ACME Entities do not have Knowledge of any reason why those of the Station Licenses subject to expiration might not be renewed in the ordinary course for a full term without material modifications or of any reason why any of the Station Licenses might be revoked. Except as set forth in Schedule 4.9(c), the Station is in compliance in all material respects with the FCC's published policy on exposure to radio frequency radiation. No renewal of any Station License would constitute a major environmental action under the published rules and regulations of the FCC. As of the date of this Agreement, to the Knowledge of the ACME Entities, there are no facts which, under the Communications Act or the published rules and regulations of the FCC, would disqualify Sellers from assigning the Station Licenses or from consummating the transactions contemplated herein within the times contemplated herein. Sellers maintain an appropriate public inspection file at the Station's studios in accordance with published FCC rules and regulations. Access to the Station's transmission facilities is restricted in accordance with the published policies, rules and regulations of the FCC.

Governmental Permits. (a) The Tribune Sub Seller owns, holds, holds or possesses the Tribune Station FCC Authorizations and all other governmental licenses, franchises, permits, privileges, immunities, approvals and other authorizations from a Governmental Body which are necessary to entitle it to own or lease, operate and use the Tribune Station Purchased Assets and the Tribune Station and to carry on and conduct the Tribune Station Business as currently conducted on the real property occupied by Seller (herein collectively referred to as called "Tribune Station Governmental Permits"), ) except for such Tribune Station Governmental Permits as to which the failure to so own, hold or possess would not have a material adverse effect on the operations and financial condition of Purchased Assets or the Tribune Stations, individually and taken as a wholeBusiness. Schedule 2.9(A)(1) 5.9 sets forth a list and brief description of each such Tribune Station Governmental Permit held by the Tribune Sub as of the date of this AgreementPermit, except for such incidental licenses, permits and other authorizations which would be readily obtainable by any qualified applicant without undue burden in the event of any lapse, termination, cancellation or forfeiture thereof. Schedule 2.9(A)(2) sets forth a list Complete and correct copies of licenses and permits issued to the Tribune Sub by the FCC that are not used in connection with the operation all of the Tribune StationGovernmental Permits have heretofore been delivered to Buyer by Seller. (b) Except as set forth in Schedule 2.9(B), the Tribune Sub Seller has fulfilled and performed in all material respects its obligations under each of such Tribune Station Governmental PermitsPermit, and no event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a material breach or material default under any such Tribune Station Governmental Permit or which permits or, after notice or lapse of time or both, would permit revocation or termination of any such Governmental Permit, or which might adversely affect in any material respect the rights of Seller under any such Governmental Permit. No notice of cancellation, of default or of any dispute concerning any Tribune Station Governmental Permit, or of any event, condition or state of facts described in the preceding sentence, has been received by Tribuneby, or is known to, Seller. Except as set forth in on Schedule 2.9(B)5.9, each of the Tribune Station Governmental Permits Permit is valid, subsisting and in full force and effect, and, subject to the receipt of the FCC Order, to the best knowledge of Tribune, effect and may be assigned and transferred to the Xxxxxxxx Sub Buyer in accordance with this Agreement and at the time of assignment to the Xxxxxxxx Sub will be continue in full force and effecteffect thereafter, in each case without (aA) the occurrence of any breach, default or forfeiture of rights thereunder thereunder, or (bB) the consent, approval, or act of, or the making of any filing with, any Governmental Body or other party (other than the FCC as contemplated by Section 4.3). The Tribune Station is being operated in all material respects in accordance with the Tribune Station FCC Authorizations and in compliance in all material respects with the Communications Act, the rules and regulations thereunder, and all other laws and regulations, federal, state and local, applicable to the Tribune Station. Tribune has not received any notice of any violations of the Tribune Station FCC Authorizations, the Communications Act and the rules and regulations thereunder. There is no action by or before the FCC currently pending or, to the best knowledge of Tribune, threatened to revoke, cancel, rescind, modify or refuse to renew in the ordinary course any of the Tribune Station FCC AuthorizationsBody.

Governmental Permits. (a) The Tribune Sub Except as set forth in Schedule 2.8, Seller owns, holds, holds or possesses the Tribune Station FCC Authorizations and all other governmental licenses, franchises, permits, privileges, immunities, approvals and other authorizations which are necessary to entitle it to own or lease, operate and use the Tribune Station Purchased Assets and the Tribune Station and to carry on and conduct the Tribune Station Business Station's business as currently conducted (herein collectively referred to as called "Tribune Station Governmental Permits"), except for such Tribune Station Governmental Permits which the failure to so own, hold or possess would not have a material adverse effect on the operations and financial condition of the Tribune Stations, individually and taken as a whole. Schedule 2.9(A)(1) 2.8 sets forth a list and brief description of each such Tribune Station Governmental Permit held by the Tribune Sub Seller as of the date of this Agreement, except for such incidental licenses, permits . Complete and other authorizations which would be readily obtainable by any qualified applicant without undue burden in the event correct copies of any lapse, termination, cancellation or forfeiture thereof. Schedule 2.9(A)(2) sets forth a list of licenses and permits issued to the Tribune Sub by the FCC that are not used in connection with the operation all of the Tribune Station. (b) Except as set forth Governmental Permits listed in Schedule 2.9(B), the Tribune Sub 2.8 have heretofore been delivered to Buyer by Seller. Seller has fulfilled and performed in all material respects its obligations under each of such Tribune Station Governmental Permits, and no event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a material breach or material default under any such Tribune Station Governmental Permit. No notice of cancellation, of default or of any dispute concerning any Tribune Station Governmental Permit, or of any event, condition or state of facts described in the preceding sentence, has been received by TribuneSeller. Except as set forth in Schedule 2.9(B)2.8, each of the Tribune Station Governmental Permits is valid, subsisting and in full force and effect, and, subject to the receipt of the FCC OrderConsent and any other necessary governmental consents, to the best knowledge of TribuneSeller's knowledge, may be assigned and transferred to the Xxxxxxxx Sub Buyer in accordance with this Agreement and at the time of assignment to the Xxxxxxxx Sub Buyer will be in full force and effect, in each case without (a) the occurrence of any breach, default or forfeiture of rights thereunder or (b) the consent, approval, or act of, or the making of any filing with, any Governmental Body other governmental body, regulatory commission or other party (other than the FCC as contemplated by Section 4.3)party. The Tribune Station is being operated in all material respects in accordance with the Tribune Station FCC Authorizations and in compliance in all material respects with the Communications Act, the rules and regulations thereunder, and all other laws and regulations, federal, state and local, applicable to the Tribune Station. Tribune Seller has not received any notice of any violations of the Tribune Station FCC Authorizations, the Communications Act and Act, the rules and regulations thereunderthereunder or any other applicable laws and regulations. There is no action by or before the FCC currently pending or, to the best knowledge of TribuneSeller's knowledge, threatened to revoke, cancel, rescind, modify or refuse to renew in the ordinary course any of the Tribune Station FCC Authorizations.

Governmental Permits. (a) The Tribune Sub Except as set forth in SCHEDULE 6.9, NTS or the NTS Subsidiary owns, holds, holds or possesses the Tribune Station FCC Authorizations and all other governmental licenses, franchises, permits, privileges, immunities, approvals and other authorizations from a Governmental Body which are necessary to entitle it to own or lease, operate and use the Tribune Station Purchased NTS Assets and the Tribune Station and to carry on and conduct the Tribune Station NTS Business substantially as currently conducted (herein collectively referred to as called "Tribune Station Governmental PermitsNTS GOVERNMENTAL PERMITS"), except for such Tribune Station Governmental Permits as to which the failure to so own, hold or possess would not have a material adverse effect on the operations and Purchased NTS Assets, the NTS Business or the operations, liabilities, profits, prospects or condition (financial condition or otherwise) of NTS or the Tribune Stations, individually and taken as a wholeNTS Subsidiary. Schedule 2.9(A)(1) SCHEDULE 6.9 sets forth a list and brief description of each such Tribune Station Governmental Permit held by the Tribune Sub as Permit. Complete and correct copies of all of the date of this Agreement, except for such incidental licenses, permits and other authorizations which would be readily obtainable NTS Governmental Permits have heretofore been delivered by any qualified applicant without undue burden in the event of any lapse, termination, cancellation or forfeiture thereofIPS to Comdata. Schedule 2.9(A)(2) sets forth a list of licenses and permits issued to the Tribune Sub by the FCC that are not used in connection with the operation of the Tribune Station. (b) Except as set forth in Schedule 2.9(B)SCHEDULE 6.9, (i) NTS or the Tribune Sub NTS Subsidiary has fulfilled and performed in all material respects its obligations under each of such Tribune Station the NTS Governmental PermitsPermits and to the knowledge of IPS, and NTS or the NTS Subsidiary, no event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a material breach or material default under any such Tribune Station NTS Governmental Permit or which permits or, after notice or lapse of time or both, would permit revocation or termination of any such NTS Governmental Permit. No , or which might adversely affect the rights of NTS or the NTS Subsidiary under any such NTS Governmental Permit; (ii) no notice of cancellation, of default or of any dispute concerning any Tribune Station NTS Governmental Permit, or of any event, condition or state of facts described in the preceding sentenceclause, has been received by Tribune. Except as set forth in Schedule 2.9(B)by, or is known to, IPS, NTS or the NTS Subsidiary; and (iii) each of the Tribune Station NTS Governmental Permits is valid, subsisting and in full force and effect, and, subject to the receipt of the FCC Order, to the best knowledge of Tribune, may be assigned and transferred to the Xxxxxxxx Sub in accordance with this Agreement and at the time of assignment to the Xxxxxxxx Sub will be in full force and effect, in each case without (a) the occurrence of any breach, default or forfeiture of rights thereunder or (b) the consent, approval, or act of, or the making of any filing with, any Governmental Body or other party (other than the FCC as contemplated by Section 4.3). The Tribune Station is being operated in all material respects in accordance with the Tribune Station FCC Authorizations and in compliance in all material respects with the Communications Act, the rules and regulations thereunder, and all other laws and regulations, federal, state and local, applicable to the Tribune Station. Tribune has not received any notice of any violations of the Tribune Station FCC Authorizations, the Communications Act and the rules and regulations thereunder. There is no action by or before the FCC currently pending or, to the best knowledge of Tribune, threatened to revoke, cancel, rescind, modify or refuse to renew in the ordinary course any of the Tribune Station FCC Authorizations.

Governmental Permits. (a) The Tribune Sub ownsSellers own, holds, hold or possesses the Tribune Station FCC Authorizations and possess all other governmental licenses, franchises, permits, privileges, immunities, approvals and other authorizations from a Governmental Body which are necessary to entitle it them to own or lease, operate and use the Tribune Station Purchased Assets and the Tribune Station and to carry on and conduct the Tribune Station Business substantially as currently conducted conducted, including the licenses and permits to sell liquor (herein collectively referred to as collectively, the "Tribune Station Governmental Permits"), except for such Tribune Station Governmental Permits as to which the failure to so own, hold or possess would not have a material adverse effect on the operations and Purchased Assets, the Business or the operations, liabilities, profits, prospects or condition (financial condition or otherwise) of the Tribune Stations, individually and taken as a wholeeither Division. Schedule 2.9(A)(1) SCHEDULE 5.9 sets forth a list and brief description of each such Tribune Station Governmental Permit held by the Tribune Sub as of the date of this AgreementPermit, except for such incidental licenses, permits and other authorizations which would be readily obtainable by any qualified applicant without undue burden in the event of any lapse, termination, cancellation or forfeiture thereof. Schedule 2.9(A)(2) sets forth a list Complete and correct copies of licenses and permits issued to the Tribune Sub by the FCC that are not used in connection with the operation all of the Tribune StationGovernmental Permits have heretofore been delivered to Buyer by Sellers. (b) Except as set forth in Schedule 2.9(B)SCHEDULE 5.9, the Tribune Sub (i) each Seller has fulfilled and performed in all material respects its obligations under each of such Tribune Station the Governmental Permits, and no event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a material breach or material default under any such Tribune Station Governmental Permit or which permits or, after notice or lapse of time or both, would permit revocation or termination of any such Governmental Permit. No , or which might adversely affect the rights of any Seller under any such Governmental Permit; (ii) no notice of cancellation, of default or of any dispute concerning any Tribune Station Governmental Permit, or of any event, condition or state of facts described in the preceding sentenceclause, has been received by Tribune. Except as set forth in Schedule 2.9(B)by, or is known to, any Seller; and (iii) each of the Tribune Station Governmental Permits is valid, subsisting and in full force and effect, and, subject to the receipt of the FCC Order, to the best knowledge of Tribune, effect and may be assigned and transferred to the Xxxxxxxx Sub Buyer in accordance with this Agreement and at the time of assignment to the Xxxxxxxx Sub will be continue in full force and effecteffect thereafter, in each case without (ax) the occurrence of any breach, default or forfeiture of rights thereunder thereunder, or (by) the consent, approval, or act of, or the making of any filing with, any Governmental Body or other party (other than the FCC as contemplated by Section 4.3). The Tribune Station is being operated in all material respects in accordance with the Tribune Station FCC Authorizations and in compliance in all material respects with the Communications Act, the rules and regulations thereunder, and all other laws and regulations, federal, state and local, applicable to the Tribune Station. Tribune has not received any notice of any violations of the Tribune Station FCC Authorizations, the Communications Act and the rules and regulations thereunder. There is no action by or before the FCC currently pending or, to the best knowledge of Tribune, threatened to revoke, cancel, rescind, modify or refuse to renew in the ordinary course any of the Tribune Station FCC AuthorizationsBody.

Governmental Permits. (a) The Tribune Sub ownsSellers own, holds, hold or possesses the Tribune Station FCC Authorizations and possess all other governmental licenses, franchises, permits, privileges, immunities, approvals and other authorizations from a Governmental Body which are necessary to entitle it them to own or lease, operate and use the Tribune Station Purchased Assets and the Tribune Station and to carry on and conduct the Tribune Station Business substantially as currently conducted conducted, including the licenses and permits to sell liquor (herein collectively referred to as collectively, the "Tribune Station Governmental Permits"), except for such Tribune Station Governmental Permits as to which the failure to so own, hold or possess would not have a material adverse effect on the operations and Purchased Assets, the Business or the operations, liabilities, profits, prospects or condition (financial condition or otherwise) of the Tribune Stations, individually and taken as a wholeeither Division. Schedule 2.9(A)(1) SCHEDULE 5.9 sets forth a list and brief description of each such Tribune Station Governmental Permit held by the Tribune Sub as of the date of this AgreementPermit, except for such incidental licenses, permits and other authorizations which would be readily obtainable by any qualified applicant without undue burden in the event of any lapse, termination, cancellation or forfeiture thereof. Schedule 2.9(A)(2) sets forth a list Complete and correct copies of licenses and permits issued to the Tribune Sub by the FCC that are not used in connection with the operation all of the Tribune StationGovernmental Permits have heretofore been delivered to Buyer by Sellers. (b) Except as set forth in Schedule 2.9(B)SCHEDULE 5.9, the Tribune Sub (I) each Seller has fulfilled and performed in all material respects its obligations under each of such Tribune Station the Governmental Permits, and no event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a material breach or material default under any such Tribune Station Governmental Permit or which permits or, after notice or lapse of time or both, would permit revocation or termination of any such Governmental Permit. No , or which might adversely affect the rights of any Seller under any such Governmental Permit; (ii) no notice of cancellation, of default or of any dispute concerning any Tribune Station Governmental Permit, or of any event, condition or state of facts described in the preceding sentenceclause, has been received by Tribune. Except as set forth in Schedule 2.9(B)by, or is known to, any Seller; and (iii) each of the Tribune Station Governmental Permits is valid, subsisting and in full force and effect, and, subject to the receipt of the FCC Order, to the best knowledge of Tribune, effect and may be assigned and transferred to the Xxxxxxxx Sub Buyer in accordance with this Agreement and at the time of assignment to the Xxxxxxxx Sub will be continue in full force and effecteffect thereafter, in each case without (ax) the occurrence of any breach, default or forfeiture of rights thereunder thereunder, or (by) the consent, approval, or act of, or the making of any filing with, any Governmental Body or other party (other than the FCC as contemplated by Section 4.3). The Tribune Station is being operated in all material respects in accordance with the Tribune Station FCC Authorizations and in compliance in all material respects with the Communications Act, the rules and regulations thereunder, and all other laws and regulations, federal, state and local, applicable to the Tribune Station. Tribune has not received any notice of any violations of the Tribune Station FCC Authorizations, the Communications Act and the rules and regulations thereunder. There is no action by or before the FCC currently pending or, to the best knowledge of Tribune, threatened to revoke, cancel, rescind, modify or refuse to renew in the ordinary course any of the Tribune Station FCC AuthorizationsBody.

Governmental Permits. (a) The Tribune Sub Denver owns, holds, holds or possesses the Tribune Station FCC Authorizations Licenses and all other governmental licenses, franchises, permits, privileges, immunities, approvals and other authorizations which from a Governmental Body that are necessary to entitle it to own or lease, operate and use the Tribune Station Assets and the Tribune Station its assets and to carry on and conduct the Tribune Station Business substantially as currently conducted (herein collectively referred immediately prior to as "Tribune Station Governmental Permits")the date of this Agreement, except for such Tribune Station Governmental Permits as to which the failure to so own, hold or possess would not have a material adverse effect on the operations and financial condition of the Tribune Stations, individually and taken as a wholeMaterial Adverse Effect (herein collectively called “Governmental Permits”). Schedule 2.9(A)(14.9(a) sets forth a list and brief description of each such Tribune Station Governmental Permit held by the Tribune Sub Denver as of the date of this Agreement, except for such incidental licenses, permits and other authorizations which would be readily obtainable by any qualified applicant without undue burden in the event of any lapse, termination, cancellation or forfeiture thereof. Schedule 2.9(A)(2) sets forth a list of licenses and permits issued to the Tribune Sub by the FCC that are not used in connection with the operation of the Tribune Station. (b) Except as set forth in Schedule 2.9(B4.9(b), the Tribune Sub Denver has fulfilled and performed in all material respects its obligations under each of such Tribune Station the Governmental Permits, and no event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a material breach or material default under any such Tribune Station Governmental Permit. No notice of cancellation, of default or of any dispute concerning any Tribune Station Governmental Permit, or of any event, condition or state of facts described in the preceding Table of Contents sentence, has been received by TribuneTribune Denver. Except as set forth in Schedule 2.9(B4.9(b), each of the Tribune Station Governmental Permits is valid, subsisting and in full force and effect, and, subject to the receipt of the FCC Order, to the best knowledge of TribuneConsent, may be assigned and transferred to the Xxxxxxxx Sub Optionee in accordance with this Agreement and at the time of assignment to the Xxxxxxxx Sub Optionee will be in full force and effect, in each case without (ai) the occurrence of any breach, default or forfeiture of rights thereunder or (bii) the consent, approval, approval or act of, or the making of any filing with, any Governmental Body or other party (other than the FCC as contemplated by Section 4.36.3). . (c) The Tribune Station is Stations are being operated in all material respects in accordance with the Tribune Station FCC Authorizations Licenses and in compliance in all material respects with the Communications Act, the rules and regulations thereunder, and all other laws and regulations, federal, state and local, applicable to the Tribune StationStations. Tribune Denver has not received any notice of any violations of the Tribune Station FCC AuthorizationsLicenses, the Communications Act and or the rules and regulations thereunder. There is no action by or before the FCC currently pending or, to the best knowledge Knowledge of TribuneTribune Denver, threatened to revoke, cancel, rescind, modify or refuse to renew in the ordinary course any of the Station Licenses. The Station Licenses are validly issued in the name of Tribune Denver. Tribune Denver has delivered to Optionee true and complete copies of the Station Licenses, including any and all amendments and other modifications thereto. The Station Licenses are in full force and effect, are valid for the balance of the current license term applicable generally to radio stations licensed to communities in the state where the Stations are located, are unimpaired by any acts or omissions of Tribune, Tribune Denver or any of their Affiliates, or the employees, agents, officers or directors, or shareholders of Tribune, Tribune Denver or any of their Affiliates, and are free and clear of any restrictions which might limit the full operation of the Stations in the manner and to the full extent as they are now operated (other than restrictions under the terms of the Station Licenses themselves). Tribune Denver has not received any notice of any violations of the Station Licenses, the Communications Act or the rules and regulations thereunder. There is no action by or before the FCC Authorizations.currently pending or, to the Knowledge of Tribune Denver, threatened to revoke, cancel, rescind, modify or refuse to renew in the ordinary course any of the Station Licenses. There are no applications, proceedings, or complaints pending or, to the Knowledge of Tribune Denver, threatened which may have an adverse effect on the Business, the Purchased Assets or the operation of the Stations (other than rulemaking proceedings that apply to the radio broadcasting industry generally). Tribune Denver and Tribune are not aware of any reason why those of the Station Licenses subject to expiration might not be renewed in the ordinary course for a full term without material qualifications or of any reason why any of the Station Licenses might be revoked. Except as set forth in Schedule 4.9(c), the Stations are in compliance in all material respects with the FCC’s policy on exposure to radio frequency radiation. No renewal of any Station License would constitute a major environmental action under the rules and regulations of the FCC. As of the date of this Agreement, there are no facts which, under the Communications Act or the existing rules and regulations of the FCC, would disqualify Tribune Denver from assigning the Station Licenses or from consummating the transactions contemplated herein within the times contemplated herein. Tribune Denver maintains an appropriate public inspection file at the Stations’ studios in accordance with FCC rules and regulations. Access to the Stations’ transmission facilities is restricted in accordance with the policies, rules and regulations of the FCC. Table of Contents

Governmental Permits. (a) The Tribune Sub Except as set forth in SCHEDULE 5.9, Comdata or the Gaming Subsidiary owns, holds, holds or possesses the Tribune Station FCC Authorizations and all other governmental licenses, franchises, permits, privileges, immunities, approvals and other authorizations from a Governmental Body which are necessary to entitle it to own or lease, operate and use the Tribune Station Purchased Gaming Assets and the Tribune Station and to carry on and conduct the Tribune Station Gaming Business substantially as currently conducted (herein collectively referred to as called "Tribune Station Governmental PermitsGAMING BUSINESS GOVERNMENTAL PERMITS"), except for such Tribune Station Governmental Permits as to which the failure to so own, hold or possess would not have a material adverse effect on the operations and Purchased Gaming Assets, the Gaming Business or the operations, liabilities, profits, prospects or condition (financial condition or otherwise) of the Tribune Stations, individually and taken as a wholeGaming Business. Schedule 2.9(A)(1) SCHEDULE 5.9 sets forth a list and brief description of each such Tribune Station Gaming Business Governmental Permit held by the Tribune Sub as Permit. Complete and correct copies of all of the date of this Agreement, except for such incidental licenses, permits and other authorizations which would be readily obtainable Gaming Business Governmental Permits have heretofore been delivered by any qualified applicant without undue burden in the event of any lapse, termination, cancellation or forfeiture thereofComdata to IPS. Schedule 2.9(A)(2) sets forth a list of licenses and permits issued to the Tribune Sub by the FCC that are not used in connection with the operation of the Tribune Station. (b) Except as set forth in Schedule 2.9(B)SCHEDULE 5.9, (i) Comdata or the Tribune Sub Gaming Subsidiary has fulfilled and performed in all material respects its obligations under each of such Tribune Station the Gaming Business Governmental Permits, and and, to the knowledge of Comdata or the Gaming Subsidiary, no event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a material breach or material default under any such Tribune Station Gaming Business Governmental Permit or which permits or, after notice or lapse of time or both, would permit revocation or termination of any such Gaming Business Governmental Permit. No , or which might adversely affect the rights of Comdata or the Gaming Subsidiary under any such Gaming Business Governmental Permit; (ii) no notice of cancellation, of default or of any dispute concerning any Tribune Station Gaming Business Governmental Permit, or of any event, condition or state of facts described in the preceding sentenceclause, has been received by Tribune. Except as set forth in Schedule 2.9(B)by, or is known to, Comdata or the Gaming Subsidiary; and (iii) each of the Tribune Station Gaming Business Governmental Permits is valid, subsisting and in full force and effect, and, subject to the receipt of the FCC Order, to the best knowledge of Tribune, may be assigned and transferred to the Xxxxxxxx Sub in accordance with this Agreement and at the time of assignment to the Xxxxxxxx Sub will be in full force and effect, in each case without (a) the occurrence of any breach, default or forfeiture of rights thereunder or (b) the consent, approval, or act of, or the making of any filing with, any Governmental Body or other party (other than the FCC as contemplated by Section 4.3). The Tribune Station is being operated in all material respects in accordance with the Tribune Station FCC Authorizations and in compliance in all material respects with the Communications Act, the rules and regulations thereunder, and all other laws and regulations, federal, state and local, applicable to the Tribune Station. Tribune has not received any notice of any violations of the Tribune Station FCC Authorizations, the Communications Act and the rules and regulations thereunder. There is no action by or before the FCC currently pending or, to the best knowledge of Tribune, threatened to revoke, cancel, rescind, modify or refuse to renew in the ordinary course any of the Tribune Station FCC Authorizations.

Governmental Permits. (a) The Tribune Sub Seller owns, holdsholds or possesses, or possesses upon consummation of the Tribune Station Exchange Transaction will own, hold or possess, the FCC Authorizations and all other governmental licenses, franchises, permits, privileges, immunities, approvals and other authorizations which are necessary to entitle it to own or lease, operate and use the Tribune Station Purchased Assets and the Tribune Station and to carry on and conduct the Tribune Station Business business of the Stations as currently conducted (herein collectively referred to as called "Tribune Station Governmental Permits"), except for such Tribune Station Governmental Permits which the failure to so own, hold or possess would not have a material adverse effect on the operations and financial condition of the Tribune Stations, individually and Stations taken as a whole. Schedule 2.9(A)(1) 2.8 sets forth a list and brief description of each such Tribune Station Governmental Permit held by the Tribune Sub Seller as of the date of this AgreementAgreement with respect to the Owned Station and each such Governmental Permit disclosed to Seller by Entercom pursuant to the Exchange Agreement or otherwise with respect to the Purchased Stations, except for such incidental licenses, permits and other authorizations which would be readily obtainable by any qualified applicant without undue burden in the event of any lapse, termination, cancellation or forfeiture thereof. Schedule 2.9(A)(2) sets forth 2.8 includes a list of licenses and permits issued all FCC Authorizations with respect to the Tribune Sub by Owned Stations and, to the knowledge of Seller, all FCC that are not used in connection Authorizations with respect to the operation of the Tribune Station. (b) Purchased Stations. Except as set forth in Schedule 2.9(B)2.8, the Tribune Sub (i) Seller has fulfilled and performed in all material respects its obligations under each of such Tribune Station Governmental Permits, and no event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a material breach or material default under any such Tribune Station Governmental Permit. No , (ii) no notice of cancellation, of default or of any dispute concerning any Tribune Station Governmental Permit, or of any event, condition or state of facts described in the preceding sentenceclause (i), has been received by Tribune. Except as set forth in Schedule 2.9(B)Seller, (iii) each of the Tribune Station Governmental Permits is valid, subsisting and in full force and effect, effect and, subject to the receipt of the FCC Order, to Consent and consummation of the best knowledge of TribuneExchange Transaction, may be assigned and transferred to the Xxxxxxxx Sub Buyer in accordance with this Agreement and at the time of assignment to the Xxxxxxxx Sub will be continue in full force and effecteffect thereafter, in each case without (aA) the occurrence of any breach, default or forfeiture of rights thereunder or (bB) the consent, approval, or act of, or the making of any filing with, any Governmental Body governmental body, regulatory commission or other party (other than the FCC as contemplated by Section 4.3). The Tribune Station is ; and (iv) the Stations are being operated in all material respects in accordance with the Tribune Station FCC Authorizations. Except as set forth in Schedule 2.8, Seller is not aware of any reason why the FCC Authorizations and in compliance in all material respects with the Communications Act, the rules and regulations thereunder, and all other laws and regulations, federal, state and local, applicable to the Tribune Station. Tribune has would not received any notice of any violations of the Tribune Station FCC Authorizations, the Communications Act and the rules and regulations thereunder. There is no action by or before the FCC currently pending or, to the best knowledge of Tribune, threatened to revoke, cancel, rescind, modify or refuse to renew be renewed in the ordinary course for a full term without material qualifications or of any reason why any of the Tribune Station FCC AuthorizationsAuthorizations might be revoked. No renewal of any FCC Authorization would constitute a major environmental action under the rules of the FCC. There are no facts which, under the Communications Act or the existing rules of the FCC, would disqualify Seller from assigning the FCC Authorizations or from consummating the transactions contemplated herein within the times contemplated herein. Seller maintains appropriate public inspection files at the Owned Stations' studios, and to the knowledge of Seller, appropriate public inspection files are maintained at the Purchased Stations' studio, in accordance with FCC rules.

Governmental Permits. (a) The Tribune Sub Except as set forth on Schedule 5.9(A), for all of the Owned Real Property, each Seller owns, holds, possesses or possesses has applied or will apply for (as set forth on the Tribune Station FCC Authorizations and Engineers’ Certificates identified on Schedule 5.9(A)) all other governmental licenses, franchises, permits, privileges, immunities, approvals and other authorizations from a Governmental Body which are necessary to entitle it to own or lease, construct improvements, operate and use the Tribune Station Assets and the Tribune Station its assets and to carry on and conduct the Tribune Station Business as currently conducted (herein collectively referred to as "Tribune Station collectively, the “Owned Property Governmental Permits"”), except for such Tribune Station Governmental Permits which where the failure to so own, hold or possess would such Owned Property Governmental Permit could not reasonably be expected to have a material adverse effect on the operations and financial condition of the Tribune Stations, individually and taken as a wholeMaterial Adverse Effect. Schedule 2.9(A)(15.9(A) also separately sets forth forth, with respect to each Owned Real Property, a list and brief description of (i) each Owned Property Governmental Permit, specifying with respect to each such Tribune Station Owned Property Governmental Permit whether such Owned Property Governmental Permit has been applied for and obtained or for which an application is pending and (ii) each Owned Property Governmental Permit owned, held by the Tribune Sub as of the date of this Agreement, except for such incidental licenses, permits and other authorizations which would be readily obtainable or possessed by any qualified applicant without undue burden in the event of any lapse, termination, cancellation Seller or forfeiture thereof. Schedule 2.9(A)(2) sets forth a list of licenses party acting on its behalf and permits issued to the Tribune Sub by the FCC that are not used in connection with the operation Owned Real Property. Complete and correct copies of all of the Tribune StationOwned Property Governmental Permits that have been obtained by each Seller and relating to the Owned Real Property have heretofore been delivered to Buyer by Sellers. (b) Except as set forth in on Schedule 2.9(B5.9(B), the Tribune Sub (i) each Seller has fulfilled and performed in all material respects all of its obligations under each of such Tribune Station the Owned Property Governmental PermitsPermits that are required to have been performed as of the date hereof, and and, to the Knowledge of each Seller, no event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a material breach or material default under any such Tribune Station Owned Property Governmental Permit or which permits or, after notice or lapse of time or both, would permit revocation or termination of any such Owned Property Governmental Permit. No , or which might adversely affect the rights of any Seller under any such Owned Property Governmental Permit, except where the failure to fulfill or perform its obligations could not reasonably be expected to have a Material Adverse Effect; (ii) no notice of cancellation, of default or of any dispute concerning any Tribune Station Owned Property Governmental Permit, or of any event, condition or state of facts described in the preceding sentenceclause, has been received by Tribune. Except as set forth in Schedule 2.9(B)by, or is Known to, any Seller; and (iii) each of the Tribune Station Owned Property Governmental Permits Permit is valid, subsisting and in full force and effecteffect and may, andupon the proper application and governmental approval, subject to the receipt of the FCC Order, to the best knowledge of Tribune, may be assigned and transferred to the Xxxxxxxx Sub Buyer in accordance with this Agreement and at the time of assignment to the Xxxxxxxx Sub will be continue in full force and effecteffect thereafter, in each case without (a) the occurrence of any breach, default or forfeiture of rights thereunder thereunder. (c) The governmental permits listed on Schedule 5.9(A) collectively constitute all of the Owned Property Governmental Permits necessary to permit the applicable Seller to lawfully conduct and operate the Business for its Owned Real Property in the manner in which it currently conducts and operates such Business and to permit such Seller to own and use the Purchased Assets for such Owned Real Property in the manner in which it currently owns and uses such Purchased Assets. (d) Except as set forth on Schedule 5.9(D), for all of the Optioned Real Property, the owner of such Optioned Real Property or (b) the consenta party acting on its behalf owns, approvalholds or possesses all licenses, or act offranchises, or the making of any filing withpermits, any privileges, immunities, approvals and other authorizations from a Governmental Body which are necessary to entitle it to deliver Fully Entitled Lots to Sellers under the agreements existing between such property owner and Sellers (collectively, the “Option Governmental Permits”), except where the failure to hold such Option Governmental Permit could not reasonably be expected to have a Material Adverse Effect. Schedule 5.9(D) also separately sets forth, with respect to each Optioned Real Property, a list and brief description of (i) each Option Governmental Permit, specifying with respect to each such Option Governmental Permit whether such Option Governmental Permit has been applied for and obtained or other for which an application is pending and (ii) each Option Governmental Permit owned, held or possessed by each such property owner or a party (other than the FCC as contemplated by Section 4.3). The Tribune Station is being operated acting on its behalf and used in all material respects in accordance connection with the Tribune Station FCC Authorizations Optioned Real Property. Complete and in compliance in correct copies of all material respects with of the Communications Act, the rules Option Governmental Permits that have been obtained by and regulations thereunder, and all other laws and regulations, federal, state and local, applicable relating to the Tribune Station. Tribune has not received any notice of any violations of the Tribune Station FCC Authorizations, the Communications Act and the rules and regulations thereunder. There is no action Optioned Real Property have heretofore been delivered to Buyer by or before the FCC currently pending orSellers. (e) Except as set forth on Schedule 5.9(E), to the best knowledge Knowledge of TribuneSellers (i) the owners of all of the Optioned Real Property have fulfilled and performed in all respects all of their obligations under each of the Option Governmental Permits that are required to have been performed as of the date hereof, threatened and, to revokethe Knowledge of each Seller, cancelno event has occurred or condition or state of facts exists which constitutes or, rescindafter notice or lapse of time or both, modify would constitute a breach or refuse default under any such Option Governmental Permit or which permits or, after notice or lapse of time or both, would permit revocation or termination of any such Option Governmental Permit, or which might adversely affect the rights of any Seller under any such Option Governmental Permit, except where the failure to renew fulfill or perform its obligations could not reasonably be expected to have a Material Adverse Effect; (ii) no notice of cancellation, of default or of any dispute concerning any Option Governmental Permit, or of any event, condition or state of facts described in the ordinary course preceding clause, has been received by, or is Known to, any Seller; and (iii) each Option Governmental Permit is valid, subsisting and in full force and effect. (f) The Option Governmental Permits listed on Schedule 5.9(D) collectively constitute all of the Tribune Station FCC AuthorizationsOption Governmental Permits necessary to permit the applicable Seller to lawfully conduct and operate the Business for the Optioned Real Property in the manner in which it currently conducts and operates such Business and to permit such Seller to own and use the Purchased Assets for such Optioned Real Property in the manner in which it currently owns and uses such Purchased Assets.

Governmental Permits. (a) The Tribune Sub owns, holds, or possesses the Tribune Station FCC Authorizations Company and each of its Subsidiaries possess all other governmental licenses, franchisescertificates, permitsauthorizations and permits issued by, privilegesand have made all declarations and filings with, immunitiesthe appropriate local, approvals and other authorizations state, federal or foreign regulatory agencies or bodies which are necessary to entitle it to own for the ownership of their respective properties or lease, operate and use the Tribune Station Assets and the Tribune Station and to carry on and conduct the Tribune Station Business of their respective businesses as currently conducted and as described in the Time of Sale Document and the Final Offering Memorandum (herein collectively referred to as "Tribune Station collectively, the “Governmental Permits")”) except (i) where any failures to possess or make the same, except for such Tribune Station Governmental Permits which singularly or in the failure to so ownaggregate, hold or possess would not have a material adverse Material Adverse Effect and (ii) as disclosed in the Time of Sale Document and the Final Offering Memorandum. The Company and its Subsidiaries are in compliance with all such Governmental Permits; all such Governmental Permits are valid and in full force and effect, except where the validity or failure to be in full force and effect on would not, singularly or in the operations aggregate, have a Material Adverse Effect. All such Governmental Permits are free and financial clear of any restriction or condition that are in addition to, or materially different from those normally applicable to similar licenses, certificates, authorizations and permits. Neither the Company nor any Subsidiary has received notification of any revocation, modification, suspension, termination or invalidation (or proceedings related thereto) of any such Governmental Permit and to the knowledge of the Tribune StationsCompany, individually and taken as a whole. Schedule 2.9(A)(1) sets forth a list and brief description of each such Tribune Station Governmental Permit held by the Tribune Sub as of the date of this Agreement, except for such incidental licenses, permits and other authorizations which would be readily obtainable by any qualified applicant without undue burden in the event of any lapse, termination, cancellation or forfeiture thereof. Schedule 2.9(A)(2) sets forth a list of licenses and permits issued to the Tribune Sub by the FCC that are not used in connection with the operation of the Tribune Station. (b) Except as set forth in Schedule 2.9(B), the Tribune Sub has fulfilled and performed in all material respects its obligations under each of such Tribune Station Governmental Permits, and no event has occurred that allows or condition results in, or state of facts exists which constitutes or, after notice or lapse of time or bothboth would allow or result in, would constitute a material breach revocation, modification, suspension, termination or material default under invalidation (or proceedings related thereto) of any such Tribune Station Governmental PermitPermit and the Company has no reason to believe that any such Governmental Permit will not be renewed. No notice The preclinical studies and clinical trials conducted by or on behalf of cancellation, of default or of any dispute concerning any Tribune Station Governmental Permit, or of any event, condition or state of facts the Company that are described in the preceding sentence, has been received by Tribune. Except as set forth in Schedule 2.9(B), each Time of Sale Document and the Tribune Station Governmental Permits is valid, subsisting Final Offering Memorandum (the “Company Studies and in full force and effect, Trials”) were and, subject to the receipt of the FCC Orderif still pending, to the best knowledge of Tribuneare being, may be assigned and transferred to the Xxxxxxxx Sub in accordance with this Agreement and at the time of assignment to the Xxxxxxxx Sub will be in full force and effect, in each case without (a) the occurrence of any breach, default or forfeiture of rights thereunder or (b) the consent, approval, or act of, or the making of any filing with, any Governmental Body or other party (other than the FCC as contemplated by Section 4.3). The Tribune Station is being operated conducted in all material respects in accordance with experimental protocols, procedures and controls pursuant to, where applicable, accepted professional scientific standards, except where noncompliance with such protocols, procedures and controls would not, singularly or in the Tribune Station FCC Authorizations aggregate, have a Material Adverse Effect; the descriptions of the results of the Company Studies and Trials contained in compliance the Time of Sale Document and the Final Offering Memorandum are accurate in all material respects with respects; and except as set forth in the Communications ActTime of Sale Document and the Final Offering Memorandum, the rules and regulations thereunder, and all other laws and regulations, federal, state and local, applicable to the Tribune Station. Tribune Company has not received any notice notices or correspondence from the FDA or any foreign, state or local governmental body exercising comparable authority requiring the termination, suspension or material modification of any violations of the Tribune Station FCC AuthorizationsCompany Studies or Trials that termination, the Communications Act and the rules and regulations thereunder. There is no action by suspension or before the FCC currently pending or, material modification would reasonably be expected to the best knowledge of Tribune, threatened to revoke, cancel, rescind, modify or refuse to renew in the ordinary course any of the Tribune Station FCC Authorizationshave a Material Adverse Effect.

Governmental Permits. (a) The Tribune Sub owns, holdsSchedule 5.18 sets forth a complete and correct list of all Governmental Permits used in the operation of the Business or otherwise held by the Company any of its Subsidiaries, or possesses in respect of any Company Product. The Company and its Subsidiaries own, possess or lawfully use in the Tribune Station FCC operation of the Business, all Governmental Permits, including all Marketing Authorizations and all other governmental licensesfor each Company Product to the extent required by Law, franchises, permits, privileges, immunities, approvals and other authorizations which are necessary to entitle it to own or lease, operate and use the Tribune Station Assets and the Tribune Station and to carry on and conduct the Tribune Station Business as currently now or previously conducted (herein collectively referred by them or to as "Tribune Station Governmental Permits"), except for such Tribune Station Governmental Permits which the failure to so own, hold or possess would not have a material adverse effect on the operations and financial condition ownership of the Tribune StationsAssets now or previously owned by them, individually free and taken as a wholeclear of all Liens except Permitted Liens. Schedule 2.9(A)(1) sets forth a list and brief description The Company Products have been correctly classified for the purpose of each such Tribune Station Governmental Permit all Marketing Authorizations held by the Tribune Sub as Company. Neither the Company nor any of its Subsidiaries is in Default, nor has the Company or any of its Subsidiaries received any written notice of, nor, to the Knowledge of the date Company, is the Company or any of this Agreementits Subsidiaries or any Seller aware of, except for any claim of Default, with respect to any such incidental licenses, permits and other authorizations which would be readily obtainable by any qualified applicant without undue burden in the event of any lapse, termination, cancellation or forfeiture thereof. Schedule 2.9(A)(2) sets forth a list of licenses and permits issued to the Tribune Sub by the FCC that are not used in connection with the operation of the Tribune Station. (b) Except as set forth in Schedule 2.9(B), the Tribune Sub has fulfilled and performed in all material respects its obligations under each of such Tribune Station Governmental Permits, . The Company and no event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a material breach or material default under any its Subsidiaries have been operated in compliance with all such Tribune Station Governmental PermitPermits. No notice of cancellation, of default or of any dispute concerning any Tribune Station Governmental Permit, or of any event, condition or state of facts described in the preceding sentence, has been received by Tribune. Except as set forth in Schedule 2.9(B), each of the Tribune Station All such Governmental Permits is valid, subsisting are valid and in full force and effect. Except as set forth on Schedule 5.18, and, subject to the receipt of the FCC Order, to the best knowledge of Tribune, may be assigned and transferred to the Xxxxxxxx Sub in accordance with this Agreement and at the time of assignment to the Xxxxxxxx Sub will be in full force and effect, in each case without (a) the occurrence of any breach, default all such Governmental Permits are renewable by their terms or forfeiture of rights thereunder or (b) the consent, approval, or act of, or the making of any filing with, any Governmental Body or other party (other than the FCC as contemplated by Section 4.3). The Tribune Station is being operated in all material respects in accordance with the Tribune Station FCC Authorizations and in compliance in all material respects with the Communications Act, the rules and regulations thereunder, and all other laws and regulations, federal, state and local, applicable to the Tribune Station. Tribune has not received any notice of any violations of the Tribune Station FCC Authorizations, the Communications Act and the rules and regulations thereunder. There is no action by or before the FCC currently pending or, to the best knowledge of Tribune, threatened to revoke, cancel, rescind, modify or refuse to renew in the ordinary course of business and will not be adversely affected by the completion of the Transactions. The Company and its Subsidiaries, as applicable, have filed such timely and complete renewal applications as may be required by the Company or any of its Subsidiaries, as applicable, with respect to such Governmental Permits and has paid all renewal fees in full, to the Tribune Station FCC Authorizationsextent that they have come due. Neither the Company nor any of its Subsidiaries has received any notification of any Governmental Permit revocation, cancellation, limitation, modification, lapse, suspension, integrity review, withdrawal or other adverse action (collectively “Governmental Permit Action”), and to the Knowledge of the Company, no Governmental Permit Action is or has been threatened, undertaken, under investigation, or is pending. To the Knowledge of the Company, no present or former shareholder, director, officer, contractor, agent or employee of the Company or any of its Subsidiaries, or any other Person owns or has any proprietary, financial or other interest (direct or indirect) in any Governmental Permits which the Company or any of its Subsidiaries now or previously owned, possessed or used. (b) Each manufacturer (to the extent such manufacturer is not the Company or any of its Subsidiaries) of Company Products which are therapeutic goods under the Therapeutic Goods Xxx 0000 (Cth) is properly and validly licensed as a manufacturer by the TGA in respect of such Company Products and has complied with all conditions and regulatory requirements applicable to such licenses.