Common use of Licenses and Authorizations Clause in Contracts

Licenses and Authorizations. Seller is, and on the Closing Date will be, the holder of the Licenses relating to the Stations, all of which are in full force and effect (and none of which shall be altered or modified between the date hereof and the Closing Date); and, except as disclosed in Schedule A hereof and except as may be expressly consented to in writing by Buyer, Seller has and will have no applications outstanding for any operating authority, or for the construction of any facility or for the modification of any authorization or application therefor. Schedule A annexed hereto sets forth a complete listing of all FCC Licenses and other authorizations currently held by or issued to Seller in connection with the operation of the Stations. The Licenses constitute all licenses, permits and authorizations from the FCC and other regulatory bodies that are required for the operation of the Stations and the conduct of its business as conducted on the date hereof. There is not now, and on the Closing Date there will not be, pending, or to the knowledge of Seller threatened, any action by or before the FCC to revoke, cancel, rescind, modify, or refuse to renew in the ordinary course any of the Licenses, or any investigation, Order to Show Cause, Notice of Violation, Notice of Apparent Liability for Forfeiture, Order of Forfeiture, or Complaint against the Stations or Seller. In the event of any such action, or the filing or issuance of any such order, notice or complaint, or knowledge of the threat thereof, Seller shall notify Buyer of same within (5) business days after Seller receives notice thereof, and shall take all reasonable measures to contest in good faith or seek removal or rescission of such action, order, notice or complaint, and shall pay any sanctions imposed. There is not now in existence any violation on any federal, state or local law or regulation in respect of the operation of the Stations the effect of which, individually or in aggregate, could be materially adverse to the Stations or the Stations' Assets. Seller knows of no reason why the FCC should not approve the Application required by Article 3 hereof.

Licenses and Authorizations. Seller is(a) The Company and its Subsidiaries hold all material licenses, permits, certificates, franchises, ordinances, registrations, or other rights, applications and on authorizations filed with, granted or issued by, or entered by any Governmental Entity, including, without limitation, any state or local regulatory authorities asserting jurisdiction over the Closing Date will beCompany or any of its Subsidiaries or their respective businesses or assets (each a "STATE AUTHORITY"), that are required for the conduct of their businesses as currently being conducted (each as amended to date) (collectively, the holder "COMPANY AUTHORIZATIONS"), other than such licenses, permits, certificates, franchises, ordinances, registrations or other rights, applications and authorizations the absence of which would not individually or in the aggregate materially impair the ability of the Licenses relating Company to consummate the Stationstransactions contemplated hereby or by the Ancillary Agreements or of the Company and its Subsidiaries to own and operate their respective properties, all of which assets and businesses. (b) The Company Authorizations are in full force and effect (and none have not been pledged or otherwise encumbered, assigned, suspended, modified in any material adverse respect, canceled or revoked, and each of the Company and its Subsidiaries has operated in compliance with all terms thereof or any renewals thereof applicable to it, other than where the failure to so comply would not individually or in the aggregate have a Material Adverse Effect on the Company or materially impair the ability of the Company or its Subsidiaries to own and operate their respective properties, assets and businesses. No event has occurred with respect to any of the Company Authorizations which shall be altered or modified between the date hereof and the Closing Date); and, except as disclosed in Schedule A hereof and except as may be expressly consented to in writing by Buyer, Seller has and will have no applications outstanding for any operating authoritypermits, or for after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the construction rights of the holder of any facility such Company Authorizations. To the Knowledge of the Company, there is not pending any application, petition, objection or for other pleading with any State Authority or any similar body having jurisdiction or authority over the operations of the Company or its Subsidiaries which questions the validity of or contests any Company Authorization or which could reasonably be expected, if accepted or granted, to result in the revocation, cancellation, suspension or any materially adverse modification of any authorization or application therefor. Schedule A annexed hereto sets forth a complete listing of all FCC Licenses and other authorizations currently held by or issued to Seller in connection with the operation of the Stations. The Licenses constitute all licenses, permits and authorizations from the FCC and other regulatory bodies that are required for the operation of the Stations and the conduct of its business as conducted on the date hereof. There is not now, and on the Closing Date there will not be, pending, or to the knowledge of Seller threatened, any action by or before the FCC to revoke, cancel, rescind, modify, or refuse to renew in the ordinary course any of the Licenses, or any investigation, Order to Show Cause, Notice of Violation, Notice of Apparent Liability for Forfeiture, Order of Forfeiture, or Complaint against the Stations or Seller. In the event of any such action, or the filing or issuance of any such order, notice or complaint, or knowledge of the threat thereof, Seller shall notify Buyer of same within (5) business days after Seller receives notice thereof, and shall take all reasonable measures to contest in good faith or seek removal or rescission of such action, order, notice or complaint, and shall pay any sanctions imposed. There is not now in existence any violation on any federal, state or local law or regulation in respect of the operation of the Stations the effect of which, individually or in aggregate, could be materially adverse to the Stations or the Stations' Assets. Seller knows of no reason why the FCC should not approve the Application required by Article 3 hereofCompany Authorization.

Licenses and Authorizations. Seller is(a) The Company and its Subsidiaries hold all material licenses, permits, certificates, franchises, ordinances, registrations, or other rights, applications and on authorizations filed with, granted or issued by, or entered by any Governmental Entity, including any state or local regulatory authorities asserting jurisdiction over the Closing Date will beCompany or any of its Subsidiaries or their respective businesses or assets, that are required for the conduct of their respective businesses as currently being conducted other than such licenses, permits, certificates, franchises, ordinances, registrations or other rights, applications and authorizations the absence of which would not individually or in the aggregate materially impair the ability of the Company to consummate the transactions contemplated hereby or by the Articles of Merger or impair the ability of the Company and its Subsidiaries to own and operate their respective properties, assets and businesses (collectively, the holder of the Licenses relating to the Stations, all of which “Company Authorizations”). (b) The Company Authorizations are in full force and effect (and none have not been pledged or otherwise encumbered, assigned, suspended, modified in any material adverse respect, canceled or revoked, and each of the Company and its Subsidiaries has operated in compliance with all terms thereof or any renewals thereof applicable to it, other than where the failure to so comply would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect or materially impair the ability of the Company or its Subsidiaries to own and operate their respective properties, assets and businesses. No event has occurred with respect to any of the Company Authorizations which shall be altered or modified between the date hereof and the Closing Date); and, except as disclosed in Schedule A hereof and except as may be expressly consented to in writing by Buyer, Seller has and will have no applications outstanding for any operating authoritypermits, or for after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the construction rights of the holder of any facility such Company Authorizations. To the Knowledge of the Company, there is not pending any application, petition, objection or for other pleading with any Governmental Entity having jurisdiction or authority over the operations of the Company or its Subsidiaries which questions the validity of or contests any Company Authorization or which would reasonably be expected, if accepted or granted, to result in the revocation, cancellation, suspension or any materially adverse modification of any authorization or application therefor. Schedule A annexed hereto sets forth a complete listing of all FCC Licenses and other authorizations currently held by or issued to Seller in connection with the operation of the Stations. The Licenses constitute all licenses, permits and authorizations from the FCC and other regulatory bodies that are required for the operation of the Stations and the conduct of its business as conducted on the date hereof. There is not now, and on the Closing Date there will not be, pending, or to the knowledge of Seller threatened, any action by or before the FCC to revoke, cancel, rescind, modify, or refuse to renew in the ordinary course any of the Licenses, or any investigation, Order to Show Cause, Notice of Violation, Notice of Apparent Liability for Forfeiture, Order of Forfeiture, or Complaint against the Stations or Seller. In the event of any such action, or the filing or issuance of any such order, notice or complaint, or knowledge of the threat thereof, Seller shall notify Buyer of same within (5) business days after Seller receives notice thereof, and shall take all reasonable measures to contest in good faith or seek removal or rescission of such action, order, notice or complaint, and shall pay any sanctions imposed. There is not now in existence any violation on any federal, state or local law or regulation in respect of the operation of the Stations the effect of which, individually or in aggregate, could be materially adverse to the Stations or the Stations' Assets. Seller knows of no reason why the FCC should not approve the Application required by Article 3 hereofCompany Authorization.

Licenses and Authorizations. Seller is(a) The Company and its Subsidiaries hold all material licenses, permits, certificates, franchises, ordinances, registrations, or other rights, applications and on authorizations filed with, granted or issued by, or entered by any Governmental Entity, including any state or local regulatory authorities asserting jurisdiction over the Closing Date will beCompany or any of its Subsidiaries or their respective businesses or assets, that are required for the conduct of their respective businesses as currently being conducted other than such licenses, permits, certificates, franchises, ordinances, registrations or other rights, applications and authorizations the absence of which would not individually or in the aggregate materially impair the ability of the Company to consummate the transactions contemplated hereby or by the Articles of Merger or of the Company and its Subsidiaries to own and operate their respective properties, assets and businesses (collectively, the holder of the Licenses relating to the Stations, all of which “Company Authorizations”). (b) The Company Authorizations are in full force and effect (and none have not been pledged or otherwise encumbered, assigned, suspended, modified in any material adverse respect, canceled or revoked, and each of the Company and its Subsidiaries has operated in compliance with all terms thereof or any renewals thereof applicable to it, other than where the failure to so comply would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect or materially impair the ability of the Company or its Subsidiaries to own and operate their respective properties, assets and businesses. No event has occurred with respect to any of the Company Authorizations which shall be altered or modified between the date hereof and the Closing Date); and, except as disclosed in Schedule A hereof and except as may be expressly consented to in writing by Buyer, Seller has and will have no applications outstanding for any operating authoritypermits, or for after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the construction rights of the holder of any facility such Company Authorizations. To the Knowledge of the Company, there is not pending any application, petition, objection or for other pleading with any Governmental Entity having jurisdiction or authority over the operations of the Company or its Subsidiaries which questions the validity of or contests any Company Authorization or which could reasonably be expected, if accepted or granted, to result in the revocation, cancellation, suspension or any materially adverse modification of any authorization or application therefor. Schedule A annexed hereto sets forth a complete listing of all FCC Licenses and other authorizations currently held by or issued to Seller in connection with the operation of the Stations. The Licenses constitute all licenses, permits and authorizations from the FCC and other regulatory bodies that are required for the operation of the Stations and the conduct of its business as conducted on the date hereof. There is not now, and on the Closing Date there will not be, pending, or to the knowledge of Seller threatened, any action by or before the FCC to revoke, cancel, rescind, modify, or refuse to renew in the ordinary course any of the Licenses, or any investigation, Order to Show Cause, Notice of Violation, Notice of Apparent Liability for Forfeiture, Order of Forfeiture, or Complaint against the Stations or Seller. In the event of any such action, or the filing or issuance of any such order, notice or complaint, or knowledge of the threat thereof, Seller shall notify Buyer of same within (5) business days after Seller receives notice thereof, and shall take all reasonable measures to contest in good faith or seek removal or rescission of such action, order, notice or complaint, and shall pay any sanctions imposed. There is not now in existence any violation on any federal, state or local law or regulation in respect of the operation of the Stations the effect of which, individually or in aggregate, could be materially adverse to the Stations or the Stations' Assets. Seller knows of no reason why the FCC should not approve the Application required by Article 3 hereofCompany Authorization.

Licenses and Authorizations. To the best of Seller's knowledge after --------------------------- due inquiry by Seller, Seller ishas all foreign, federal, state or local governmental licenses, franchises, permits, privileges, approvals and other authorizations and licenses which are necessary to entitle it to own or lease the Purchased Assets and to operate and use the Purchased Assets to conduct and carry on the Closing Date will beBusiness as presently conducted at the Center (the "Licenses"), except for such Licenses which if not maintained, would not have a material adverse effect on the holder continuing operation of the Business at the Center. Set forth on Schedule 2.6 hereto is a list and brief description of each of the Licenses. Each of the Licenses relating to the Stations, all of which are is valid and in full force and effect (and none effect. No notice of which shall be altered cancellation, default or modified between breach of or any dispute concerning any of the date hereof and the Closing Date); andLicenses owned, except as disclosed in Schedule A hereof and except as may be expressly consented to in writing possessed or held by Buyer, Seller has and will have no applications outstanding for any operating authority, or for the construction of any facility event or for condition or state of facts described in the modification next following sentence has been received by Seller with respect to any of any authorization or application thereforsuch Licenses. Schedule A annexed hereto sets forth a complete listing To the best of all FCC Licenses and other authorizations currently held by or issued to Seller in connection with the operation of the Stations. The Licenses constitute all licensesSeller's knowledge after due inquiry, permits and authorizations from the FCC and other regulatory bodies that are required for the operation of the Stations and the conduct of its business as conducted on the date hereof. There there is not now, and on the Closing Date there will not be, now pending, or to the knowledge of Seller threatened, any action by or before the FCC to revoke, cancel, rescind, modify, modify or refuse to renew in the ordinary course any of the Licenses. Seller and, to the best of its knowledge, its predecessors in interest have performed and fulfilled in all material respects all of their respective obligations under each of the Licenses, and Seller is not aware of any event or condition or state of facts which constitutes or, after notice or lapse of time or both, would constitute a breach or default under any of such Licenses, or which permits or, after notice or lapse of time or both, would permit revocation or termination of any investigation, Order to Show Cause, Notice of Violation, Notice of Apparent Liability for Forfeiture, Order of Forfeituresuch Licenses, or Complaint against which would materially adversely affect any of the Stations rights of Seller thereunder. Notwithstanding the foregoing, nothing in this Agreement, including the foregoing representation, shall be construed as a representation by Seller that any Licenses which are not assignable, directly or Seller. In indirectly, by matter of law, will be assigned or assignable to or will otherwise inure to the event benefit of Buyer as a result of the consummation of the transactions contemplated by this Agreement, nor as an attempt to assign any such action, or the filing or issuance of any such order, notice or complaint, or knowledge of the threat thereof, Seller shall notify Buyer of same within (5) business days after Seller receives notice thereof, and shall take all reasonable measures to contest in good faith or seek removal or rescission of such action, order, notice or complaint, and shall pay any sanctions imposed. There is not now in existence any violation on any federal, state or local law or regulation in respect of the operation of the Stations the effect of which, individually or in aggregate, could be materially adverse to the Stations or the Stations' Assets. Seller knows of no reason why the FCC should not approve the Application required by Article 3 hereofLicenses.

Licenses and Authorizations. Seller is(a) The Company holds all licenses, permits, certificates, franchises, ordinances, registrations, or other rights, applications and on authorizations filed with or granted, issued or entered by any Governmental Entity, that are required for the conduct of its business as currently conducted (each as amended to date) (collectively, the "Company Authorizations"), other than such licenses, permits, certificates, franchises, ordinances, registrations or other rights, applications and authorizations the absence of which would not individually or in the aggregate materially impair the ability of the Company to consummate the transactions contemplated hereby or of the Company to own and operate the properties, assets and business of the Company following the Closing Date will be, in the holder ordinary course of the Licenses relating to the Stations, all of which business. (b) The Company Authorizations are in full force and effect (and none of which shall be altered have not been suspended or modified between the date hereof in any material adverse respect, canceled or revoked, and the Closing Date); andCompany has operated in compliance with all terms thereof or any renewals thereof applicable to it, except as disclosed other than where the failure to so comply would not individually or in Schedule A hereof the aggregate have a Company Material Adverse Effect or materially impair the ability of the Company to own and except as may operate the properties, assets and business of the Company following the Closing. To the Company's knowledge, there is not pending any application, petition, objection or other pleading with any Governmental Entity which questions the validity of or contests any Company Authorization or which could reasonably be expressly consented expected, if accepted or granted, to result in writing by Buyerthe revocation, Seller has and will have no applications outstanding for cancellation, suspension or any operating authority, or for the construction of any facility or for the materially adverse modification of any authorization or application therefor. Schedule A annexed hereto sets forth a complete listing of all FCC Licenses and other authorizations currently held by or issued to Seller in connection with the operation of the Stations. The Licenses constitute all licenses, permits and authorizations from the FCC and other regulatory bodies that are required for the operation of the Stations and the conduct of its business as conducted on the date hereof. There is not now, and on the Closing Date there will not be, pending, or to the knowledge of Seller threatened, any action by or before the FCC to revoke, cancel, rescind, modify, or refuse to renew in the ordinary course any of the Licenses, or any investigation, Order to Show Cause, Notice of Violation, Notice of Apparent Liability for Forfeiture, Order of Forfeiture, or Complaint against the Stations or Seller. In the event of any such action, or the filing or issuance of any such order, notice or complaint, or knowledge of the threat thereof, Seller shall notify Buyer of same within (5) business days after Seller receives notice thereof, and shall take all reasonable measures to contest in good faith or seek removal or rescission of such action, order, notice or complaint, and shall pay any sanctions imposed. There is not now in existence any violation on any federal, state or local law or regulation in respect of the operation of the Stations the effect of which, individually or in aggregate, could be materially adverse to the Stations or the Stations' Assets. Seller knows of no reason why the FCC should not approve the Application required by Article 3 hereofCompany Authorization.

Licenses and Authorizations. Seller is(a) The Company and its Subsidiaries hold all material licenses, permits, certificates, franchises, ordinances, registrations, or other rights, applications and on authorizations filed with, granted or issued by, or entered by any Governmental Entity, including, without limitation, any state or local regulatory authorities asserting jurisdiction over the Closing Date will beCompany or any of its Subsidiaries or their respective businesses or assets (each a “State Authority”), that are required for the conduct of their businesses as currently being conducted (each as amended to date) (collectively, the holder “ Company Authorizations”), other than such licenses, permits, certificates, franchises, ordinances, registrations or other rights, applications and authorizations the absence of which would not individually or in the aggregate materially impair the ability of the Licenses relating Company to consummate the Stationstransactions contemplated hereby or by the Ancillary Agreements or of the Company and its Subsidiaries to own and operate their respective properties, all of which assets and businesses. (b) The Company Authorizations are in full force and effect (and none have not been pledged or otherwise encumbered, assigned, suspended, modified in any material adverse respect, canceled or revoked, and each of the Company and its Subsidiaries has operated in compliance with all terms thereof or any renewals thereof applicable to it, other than where the failure to so comply would not individually or in the aggregate have a Material Adverse Effect on the Company or materially impair the ability of the Company or its Subsidiaries to own and operate their respective properties, assets and businesses. No event has occurred with respect to any of the Company Authorizations which shall be altered or modified between the date hereof and the Closing Date); and, except as disclosed in Schedule A hereof and except as may be expressly consented to in writing by Buyer, Seller has and will have no applications outstanding for any operating authoritypermits, or for after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the construction rights of the holder of any facility such Company Authorizations. To the Knowledge of the Company, there is not pending any application, petition, objection or for other pleading with any State Authority or any similar body having jurisdiction or authority over the operations of the Company or its Subsidiaries which questions the validity of or contests any Company Authorization or which could reasonably be expected, if accepted or granted, to result in the revocation, cancellation, suspension or any materially adverse modification of any authorization or application therefor. Schedule A annexed hereto sets forth a complete listing of all FCC Licenses and other authorizations currently held by or issued to Seller in connection with the operation of the Stations. The Licenses constitute all licenses, permits and authorizations from the FCC and other regulatory bodies that are required for the operation of the Stations and the conduct of its business as conducted on the date hereof. There is not now, and on the Closing Date there will not be, pending, or to the knowledge of Seller threatened, any action by or before the FCC to revoke, cancel, rescind, modify, or refuse to renew in the ordinary course any of the Licenses, or any investigation, Order to Show Cause, Notice of Violation, Notice of Apparent Liability for Forfeiture, Order of Forfeiture, or Complaint against the Stations or Seller. In the event of any such action, or the filing or issuance of any such order, notice or complaint, or knowledge of the threat thereof, Seller shall notify Buyer of same within (5) business days after Seller receives notice thereof, and shall take all reasonable measures to contest in good faith or seek removal or rescission of such action, order, notice or complaint, and shall pay any sanctions imposed. There is not now in existence any violation on any federal, state or local law or regulation in respect of the operation of the Stations the effect of which, individually or in aggregate, could be materially adverse to the Stations or the Stations' Assets. Seller knows of no reason why the FCC should not approve the Application required by Article 3 hereofCompany Authorization.

Licenses and Authorizations. Seller isowns, holds or possesses all --------------------------- foreign, federal, state or local governmental licenses, franchises, permits, privileges, approvals and other authorizations and licenses which are necessary to entitle it to own or lease the Purchased Assets and to operate and use the Purchased Assets to conduct and carry on the Closing Date will be, Business as presently conducted at the holder Center (the "Licenses"). Set forth on Schedule 2.6 -------- ------------ hereto is a list and brief description of each of the Licenses. Each of the Licenses relating to the Stations, all of which are is valid and in full force and effect (and none of which shall be altered or modified between the date hereof and the Closing Date); and, except as disclosed in Schedule A hereof and except as 2.6, may be expressly consented assigned and transferred to Buyer in writing by Buyer, Seller has accordance with this ------------ Agreement and will have no applications outstanding for any operating authoritycontinue in full force and effect thereafter, without default or for the construction forfeiture of any facility rights thereunder. No notice of cancellation, default or for breach of or any dispute concerning any of the modification Licenses owned, possessed or held by Seller or of any authorization event or application therefor. Schedule A annexed hereto sets forth a complete listing condition or state of all FCC Licenses and other authorizations currently held facts described in the next following sentence has been received by or issued Seller with respect to Seller in connection with the operation any of the Stations. The Licenses constitute all licenses, permits and authorizations from the FCC and other regulatory bodies that are required for the operation of the Stations and the conduct of its business as conducted on the date hereofsuch Licenses. There is not now, and on the Closing Date there will not be, now pending, or to the knowledge of Seller threatened, any action by or before the FCC to revoke, cancel, rescind, modify, modify or refuse to renew in the ordinary course any of the Licenses. Seller and, or any investigationto the best of its knowledge, Order to Show Causeits predecessors in interest have performed and fulfilled in all respects all of their respective obligations under each of the Licenses, Notice of Violation, Notice of Apparent Liability for Forfeiture, Order of Forfeiture, or Complaint against the Stations or Seller. In the event and Seller is not aware of any event or condition or state of facts which constitutes or, after notice or lapse of time or both, would constitute a breach or default under any of such actionLicenses or which permits or, after notice or the filing lapse of time or issuance both, would permit revocation or termination of any of such order, notice Licenses or complaint, or knowledge which would adversely affect any of the threat thereof, rights of Seller shall notify Buyer of same within (5) business days after Seller receives notice thereof, and shall take all reasonable measures to contest in good faith or seek removal or rescission of such action, order, notice or complaint, and shall pay any sanctions imposed. There is not now in existence any violation on any federal, state or local law or regulation in respect of the operation of the Stations the effect of which, individually or in aggregate, could be materially adverse to the Stations or the Stations' Assets. Seller knows of no reason why the FCC should not approve the Application required by Article 3 hereofthereunder.