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 isCompliance with Environmental and Health Laws. The Borrower and each of its Subsidiaries has all necessary licenses, permits and governmental authorizations to own and operate its Properties and to carry on the Closing Date will be, the holder of the Licenses relating to the Stations, all of which are in full force its business as currently conducted and effect (and none of which shall be altered or modified between the date hereof and the Closing Date); andcontemplated, except as disclosed in Schedule A hereof and except as may be expressly consented where the failure 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 maintain such licenses, permits and authorizations would (individually or in the aggregate, insofar as the Borrower may reasonably foresee) not reasonably be expected to have, and does not actually have, a material adverse effect on the business, operations, Property or financial or other condition of the Borrower and its Subsidiaries taken as a whole. The Borrower and its Subsidiaries are in compliance with all Environmental and Health Laws, except where the failure to comply would not be reasonably expected to have, and actually does not have, a material adverse effect on the business, operations, Property or financial or other condition of the Borrower and its Subsidiaries taken as a whole. Neither the Borrower nor any Subsidiary has given, nor is it required to give, nor has the Borrower or any Subsidiary received, any notice, letter, citation, order, warning, complaint, inquiry, claim or demand to or from any governmental entity or in connection with any court proceeding which would reasonably be expected to have a material adverse effect on the Property, business or operations of the Borrower and its Subsidiaries taken as a whole claiming that: (i) the Borrower or any Subsidiary has violated, or is about to violate, any Environmental and Health Law; (ii) there has been a release, or there is a threat of release, of Hazardous Materials from the FCC and other regulatory bodies that are required Borrower's or any Subsidiary's Property, facilities, equipment or vehicles; (iii) the Borrower or any Subsidiary may be or is liable, in whole or in part, for the operation costs of the Stations and the conduct cleaning up, remediating or responding to a release of its business as conducted on the date hereof. There is not now, and on the Closing Date there will not be, pending, Hazardous Materials; 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 (iv) any of the LicensesBorrower's or any Subsidiary's property or assets are subject to a Lien in favor of any governmental entity for any liability, costs or damages, under any Environmental and Health Law arising from, or any investigationcosts incurred by such governmental entity in response to, Order to Show Cause, Notice a release 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 hereofa Hazardous Materials.

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 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.

Licenses and Authorizations. Seller is(a) The Buyer and the Buyer Subsidiaries hold all licenses, permits, certificates, franchises, ordinances, registrations, or other rights, applications and on the Closing Date will beauthorizations filed with, granted or issued by, or entered by any Governmental Entity, including, without limitation, the holder FCC or any State Authority asserting jurisdiction over the Buyer or any Buyer Subsidiary or its business or assets, that are required for the conduct of their businesses as currently being conducted (each as amended to date) (the "Buyer Authorizations"), other than such licenses, permits, certificates, franchises, ordinances, registrations or other rights, applications and authorizations the absence of which would not in the aggregate materially impair the ability of the Licenses relating Buyer to consummate the transactions contemplated hereby or of the Buyer to own and operate the properties, assets and businesses of the Buyer following the Closing. The Buyer has heretofore delivered to the StationsCompany a true and complete list of such Buyer Authorizations. (b) The Buyer has previously made available to the Company a true and complete list of (i) each application of the Buyer and/or any Buyer Subsidiary pending before the FCC (collectively, the "Buyer FCC Applications"); (ii) each FCC permit and FCC license which is not a Buyer Authorization but in which the Buyer or any Buyer Subsidiary, directly or indirectly, holds an interest, including as a stakeholder in the licensee (collectively, the "Indirect Buyer Authorizations"); and (iii) all licenses, certificates, consents, permits, approvals and authorizations for the benefit of the Buyer and the Buyer Subsidiaries, as applicable, pending before any State Authority (collectively, the "Buyer State Applications"). The Buyer Authorizations, the Buyer FCC Applications, the Indirect Buyer Authorizations and the Buyer State Applications (collectively, the "Buyer Licenses and Authorizations") are the only federal, state or local licenses, certificates, consents, permits, approvals and authorizations that are required for the conduct of the business and operations of the Buyer and the Buyer Subsidiaries as presently conducted, other than such consents, permits, approvals or authorizations the absence of which would not in the aggregate materially impair the ability of the Buyer and the Merger Subsidiary to either consummate the transactions contemplated hereby or of the Buyer and the Buyer Subsidiaries to own and operate the properties, assets and businesses of the Buyer and the Buyer Subsidiaries following the Closing. (c) The Buyer Authorizations and, to the Buyer's knowledge, the Indirect Buyer Authorizations are in full force and effect (and none of which shall be altered have not been pledged or otherwise encumbered, assigned, suspended, modified between the date hereof in any material adverse respect, canceled or revoked, and the Closing Date); andBuyer and the Buyer Subsidiaries have each operated in compliance with all terms thereof or any renewals thereof applicable to them, except as disclosed other than where the failure to so comply would not in Schedule A hereof the aggregate have a Buyer Material Adverse Effect or materially impair the ability of the Buyer to consummate the transactions contemplated hereby or of the Buyer to own and except as may be expressly consented operate the properties, assets and businesses of the Buyer following the Closing. No event has occurred with respect to any of the Buyer Authorizations which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in writing by any other material impairment of the rights of the holder of any such Buyer Authorizations. To the knowledge of the Buyer, Seller has there is not pending any application, petition, objection or other pleading with the FCC, any State Authority or any similar body having jurisdiction or authority over the operations of the Buyer and will have no applications outstanding for the Buyer Subsidiaries which questions the validity of or contests any operating authorityBuyer Authorization or which could reasonably be expected, if accepted or for granted, to result in the construction of revocation, cancellation, suspension or any facility or for the materially adverse modification of any authorization Buyer Authorization. (d) Except for approval by the Bankruptcy Court or application therefor. Schedule A annexed hereto sets by the FCC as contemplated by Section 4.15, or as set forth a complete listing in Section 3.14(d) of all FCC Licenses and other authorizations currently held the Buyer Disclosure Schedule, no permit, consent, approval, authorization, qualification or registration of, or declaration to or filing with, any Governmental Entity is required to be obtained or made by the Buyer or issued to Seller any Buyer Subsidiary in connection with the operation transfer or deemed transfer of the Stations. The Buyer Licenses constitute all licenses, permits and authorizations from the FCC and other regulatory bodies that are required for the operation Authorizations as a result 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 consummation of the Licensestransactions contemplated hereby, except where the failure to obtain or any investigationmake such permit, Order to Show Causeconsent, Notice of Violationapproval, Notice of Apparent Liability for Forfeitureauthorization, Order of Forfeiturequalification, or Complaint against the Stations or Seller. In the event of any such actionregistration, 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.23

Licenses and Authorizations. (a) As of the date of this Agreement, Seller is, and on the Closing Date will be, is the holder of the Licenses relating FCC Authorizations listed in Schedule 3.7 to this Agreement. Attached hereto are true and complete copies of the Stations, FCC Authorizations. Such FCC Authorizations constitute all of which the licenses and authorizations required under the Communications Act of 1934, as amended (the "Communications Act"), and the current rules, regulations, and policies of the FCC for and/or used in the operation of the Programming Service as now operated. The FCC Authorizations 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 hereofeffect. There is not now, and on the Closing Date there will not be, pending, now pending or to the knowledge of Seller threatened, threatened any action by or before the FCC to revoke, cancel, rescind, modify, modify or refuse to renew in the ordinary course any of such FCC Authorizations, and there is not now pending or to the Licensesknowledge of Seller threatened, issued or outstanding by or before the FCC, any investigation, Order to Show Cause, Notice of Violation, Notice of Apparent Liability for Forfeiture, Order or Notice of Forfeiture, Forfeiture or Complaint complaint against Seller with respect to the Stations or SellerProgramming Service. In the event of any such action, or the filing or issuance of any such order, notice or complaintcomplaint against Seller, or knowledge Seller's learning of the threat thereof, Seller shall promptly notify Buyer of same within (5) business days after Seller receives notice thereof, in writing and shall take all reasonable measures measures, at its expense, to contest in good faith or seek removal or rescission of such action, order, notice or complaint. The Programming Service is operating in compliance in all material respects with the FCC Authorizations, the Communications Act 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 the current rules and regulations of the operation FCC. All material reports, forms and statements required to be filed by Seller with the FCC with respect to the Programming Service since the grant of the Stations the effect last renewal 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 hereofAuthorizations have been filed and are complete and accurate in all material respects.