Common use of Licenses; Compliance with Regulatory Requirements Clause in Contracts

Licenses; Compliance with Regulatory Requirements. The Company and its Subsidiaries hold all licenses, franchises, ordinances, authorizations, permits, certificates, variances, exemptions, concessions, leases, rights of way, easements, instruments, orders and approvals, domestic or foreign required for the ownership of the assets and operation of the businesses of the Company or any of its Subsidiaries, except for the failure to hold any of the foregoing as would not be reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on the Company and its Subsidiaries taken as a whole (collectively, the "Licenses"). Each of the Company and its Subsidiaries is in compliance with, and has conducted its business so as to comply with, the terms of their respective Licenses and with all applicable laws, rules, regulations, ordinances and codes, except where the failure so to comply has not had and, insofar as reasonably can be foreseen by the Company, in the future is not reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. Without limiting the generality of the foregoing, the Company and its Subsidiaries, (i) have all Licenses of foreign, state and local governmental authorities required for the operation of the facilities being operated on the date hereof by the Company or any of its Subsidiaries (the "Permits"), (ii) have duly and currently filed all reports and other information required to be filed by any other Governmental Entity in connection with such Permits and (iii) are not in violation of any of such Permits, other than the lack of Permits, delays in filing reports or possible violations which have not had and, insofar as can reasonably be foreseen by the Company, in the future are not reasonably likely to have, a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. Without limiting the generality of the foregoing, to the knowledge of the Company, the Company and its Subsidiaries have duly complied with, and the operation of their respective businesses, equipment and other assets and the facilities owned or leased by them are in compliance with the provisions of all applicable federal, state and local environmental, health and safety laws, statutes, ordinances, rules and regulations of any governmental or a quasi governmental authority relating to (i) errors or omissions, (ii) discharges to surface water or ground water, (iii) solid or liquid waste disposal, (iv) the use, storage, generation, handling, transport, discharge, release or disposal of toxic or hazardous substances or waste, (v) the emission of non-ionizing electromagnetic radiation or (vi) other environmental, health or safety matters, including without limitation all matters set forth in the Comprehensive Environmental Response Compensation and Liability Act of 1980 as amended by the Superfund Amendments and Authorization Act of 1986, the Occupational Safety and Health Act, the Resource Conservation Recovery Act of 1976, the Federal Water Pollution Control Act of 1970, the Safe Drinking Water Act of 1974, the Toxic Substances Control Act of 1976, the Emergency Planning Community Right to Know Act of 1986, as amended, and the Clean Air Act, as amended (collectively "Environmental and Health Laws"); except, with respect to any of the foregoing, where the failure to be or have been in such compliance would not be reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. To the knowledge of the Company, there are no investigations, administrative proceedings, judicial actions, orders, claims or notices that are pending or threatened against the Company or any of its Subsidiaries relating to violations of the Environmental and Health Laws, except for such matters as would not be reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on the Company and its Subsidiaries taken as a whole.

Licenses; Compliance with Regulatory Requirements. (a) The Company Seller and its Subsidiaries hold all licenses, franchises, ordinances, authorizations, permits, certificates, variances, exemptions, concessions, leases, rights of way, easements, instruments, final and enforceable orders and approvals, domestic or foreign (collectively, the “Licenses”), required for or which are material to the ownership of the assets Transferred Assets and the operation of the businesses of the Company or any of its SubsidiariesNorth America Business, except for those Licenses which the failure to hold any of the foregoing as would not reasonably be reasonably likely expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company Seller, the North America Business or the Transferred Assets. Seller and each of its Subsidiaries taken as a whole (collectively, the "Licenses"). Each of the Company and its Subsidiaries is are in compliance with, and has have conducted its business their respective businesses so as to comply with, the terms of their respective Licenses and with all applicable laws, rules, regulations, ordinances and codesLaws, except where the failure so to comply has not had and, insofar as reasonably can be foreseen by the Company, in the future is would not reasonably likely be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company and its Subsidiaries taken as a wholeSeller, the North America Business or the Transferred Assets. Without limiting the generality of the foregoing, the Company Seller and its Subsidiaries, Subsidiaries (i) have all material Licenses of foreign, state and local governmental authorities Governmental Authorities required for the operation of the facilities being operated on the date hereof by the Company Seller or any of its Subsidiaries (the "“Permits"”), (ii) have duly and currently filed all material reports and other material information required to be filed by with any other Governmental Entity Authority in connection with such Permits and (iii) are not in violation of any of such Permits, other than the lack of Permits, delays in filing reports or possible violations which that have not had and, insofar as can would not reasonably be foreseen by the Company, in the future are not reasonably likely to have, a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. Without limiting the generality of the foregoing, to the knowledge of the Company, the Company and its Subsidiaries have duly complied with, and the operation of their respective businesses, equipment and other assets and the facilities owned or leased by them are in compliance with the provisions of all applicable federal, state and local environmental, health and safety laws, statutes, ordinances, rules and regulations of any governmental or a quasi governmental authority relating to (i) errors or omissions, (ii) discharges to surface water or ground water, (iii) solid or liquid waste disposal, (iv) the use, storage, generation, handling, transport, discharge, release or disposal of toxic or hazardous substances or waste, (v) the emission of non-ionizing electromagnetic radiation or (vi) other environmental, health or safety matters, including without limitation all matters set forth in the Comprehensive Environmental Response Compensation and Liability Act of 1980 as amended by the Superfund Amendments and Authorization Act of 1986, the Occupational Safety and Health Act, the Resource Conservation Recovery Act of 1976, the Federal Water Pollution Control Act of 1970, the Safe Drinking Water Act of 1974, the Toxic Substances Control Act of 1976, the Emergency Planning Community Right to Know Act of 1986, as amended, and the Clean Air Act, as amended (collectively "Environmental and Health Laws"); except, with respect to any of the foregoing, where the failure to be or have been in such compliance would not be reasonably likely expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. To Seller, the knowledge of North America Business or the Company, there are no investigations, administrative proceedings, judicial actions, orders, claims or notices that are pending or threatened against the Company or any of its Subsidiaries relating to violations of the Environmental and Health Laws, except for such matters as would not be reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on the Company and its Subsidiaries taken as a wholeTransferred Assets.

Licenses; Compliance with Regulatory Requirements. (a) The Company Seller and its Subsidiaries hold all licenses, franchises, ordinances, authorizations, permits, certificates, variances, exemptions, concessions, leases, rights of way, easements, instruments, final and enforceable orders and approvals, domestic or foreign (collectively, the "Licenses"), required for or which are material to the ownership of the assets Transferred Assets and the operation of the businesses of the Company or any of its SubsidiariesNon-North America Business, except for those Licenses which the failure to hold any of the foregoing as would not reasonably be reasonably likely expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company Seller, the Non-North America Business or the Transferred Assets. Seller and each of its Subsidiaries taken as a whole (collectively, the "Licenses"). Each of the Company and its Subsidiaries is are in compliance with, and has have conducted its business their respective businesses so as to comply with, the terms of their respective Licenses and with all applicable laws, rules, regulations, ordinances and codesLaws, except where the failure so to comply has not had and, insofar as reasonably can be foreseen by the Company, in the future is would not reasonably likely be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company and its Subsidiaries taken as a wholeSeller, the Non-North America Business or the Transferred Assets. Without limiting the generality of the foregoing, the Company Seller and its Subsidiaries, Subsidiaries (i) have all material Licenses of foreign, state and local governmental authorities Governmental Authorities required for the operation of the facilities being operated on the date hereof by the Company Seller or any of its Subsidiaries (the "Permits"), (ii) have duly and currently filed all reports and other material information required to be filed by with any other Governmental Entity Authority in connection with such Permits and (iii) are not in violation of any of such Permits, other than the lack of Permits, delays in filing reports or possible violations which that have not had and, insofar as can would not reasonably be foreseen by the Company, in the future are not reasonably likely to have, a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. Without limiting the generality of the foregoing, to the knowledge of the Company, the Company and its Subsidiaries have duly complied with, and the operation of their respective businesses, equipment and other assets and the facilities owned or leased by them are in compliance with the provisions of all applicable federal, state and local environmental, health and safety laws, statutes, ordinances, rules and regulations of any governmental or a quasi governmental authority relating to (i) errors or omissions, (ii) discharges to surface water or ground water, (iii) solid or liquid waste disposal, (iv) the use, storage, generation, handling, transport, discharge, release or disposal of toxic or hazardous substances or waste, (v) the emission of non-ionizing electromagnetic radiation or (vi) other environmental, health or safety matters, including without limitation all matters set forth in the Comprehensive Environmental Response Compensation and Liability Act of 1980 as amended by the Superfund Amendments and Authorization Act of 1986, the Occupational Safety and Health Act, the Resource Conservation Recovery Act of 1976, the Federal Water Pollution Control Act of 1970, the Safe Drinking Water Act of 1974, the Toxic Substances Control Act of 1976, the Emergency Planning Community Right to Know Act of 1986, as amended, and the Clean Air Act, as amended (collectively "Environmental and Health Laws"); except, with respect to any of the foregoing, where the failure to be or have been in such compliance would not be reasonably likely expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. To Seller, the knowledge of Non-North America Business or the Company, there are no investigations, administrative proceedings, judicial actions, orders, claims or notices that are pending or threatened against the Company or any of its Subsidiaries relating to violations of the Environmental and Health Laws, except for such matters as would not be reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on the Company and its Subsidiaries taken as a wholeTransferred Assets.

Licenses; Compliance with Regulatory Requirements. (a) The Company and its Subsidiaries Subsidiaries, and to the knowledge of the Company, its Equity Affiliates hold all licenses, franchises, ordinances, authorizations, permits, certificates, variances, exemptions, concessions, leases, rights of way, easements, instruments, orders and approvals, domestic or foreign (collectively, the "Licenses"), required for or which are material to the ownership of the assets and the operation of the businesses of the Company or any of its Subsidiaries, except for those Licenses which the failure to hold any of the foregoing as would has not be had and is not reasonably likely to have, either individually or in the aggregate, a Company Material Adverse Effect on the Effect. The Company and each of its Subsidiaries taken as a whole (collectivelySubsidiaries, and to the "Licenses"). Each knowledge of the Company and Company, each of its Subsidiaries is Equity Affiliates, are in compliance with, and has have conducted its business their respective businesses so as to comply with, the terms of their respective Licenses and with all applicable laws, rules, regulations, ordinances and codescodes (domestic or foreign), except where the failure so to comply has not had and, insofar as reasonably can be foreseen by the Company, in the future and is not reasonably likely to have, either individually or in the aggregate, a Company Material Adverse Effect on the Company and its Subsidiaries taken as a wholeEffect. Without limiting the generality of the foregoing, the Company and its Subsidiaries, and to the knowledge of the Company, its Equity Affiliates (i) have all Licenses of foreign, state and local governmental authorities Governmental Entities required for the operation of the facilities being operated on the date hereof by the Company or any of its Subsidiaries or Equity Affiliates (the "Permits"), (ii) have duly and currently filed all reports and other information required to be filed by with any other Governmental Entity in connection with such Permits and (iii) are not in violation of any of such Permits, other than the lack of Permits, delays in filing reports or possible violations which that have not had and, insofar as can reasonably be foreseen by the Company, in the future are not reasonably likely to have, a Company Material Adverse Effect on the Company and its Subsidiaries taken as a whole. Without limiting the generality of the foregoing, to the knowledge of the Company, the Company and its Subsidiaries have duly complied with, and the operation of their respective businesses, equipment and other assets and the facilities owned or leased by them are in compliance with the provisions of all applicable federal, state and local environmental, health and safety laws, statutes, ordinances, rules and regulations of any governmental or a quasi governmental authority relating to (i) errors or omissions, (ii) discharges to surface water or ground water, (iii) solid or liquid waste disposal, (iv) the use, storage, generation, handling, transport, discharge, release or disposal of toxic or hazardous substances or waste, (v) the emission of non-ionizing electromagnetic radiation or (vi) other environmental, health or safety matters, including without limitation all matters set forth in the Comprehensive Environmental Response Compensation and Liability Act of 1980 as amended by the Superfund Amendments and Authorization Act of 1986, the Occupational Safety and Health Act, the Resource Conservation Recovery Act of 1976, the Federal Water Pollution Control Act of 1970, the Safe Drinking Water Act of 1974, the Toxic Substances Control Act of 1976, the Emergency Planning Community Right to Know Act of 1986, as amended, and the Clean Air Act, as amended (collectively "Environmental and Health Laws"); except, with respect to any of the foregoing, where the failure to be or have been in such compliance would not be reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. To the knowledge of the Company, there are no investigations, administrative proceedings, judicial actions, orders, claims or notices that are pending or threatened against the Company or any of its Subsidiaries relating to violations of the Environmental and Health Laws, except for such matters as would not be reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on the Company and its Subsidiaries taken as a wholeEffect.

Licenses; Compliance with Regulatory Requirements. (a) The Company and its Subsidiaries hold all licenses, franchises, ordinances, authorizations, permits, certificates, variances, exemptions, concessions, leases, rights of way, easements, instruments, orders and approvals, domestic or foreign foreign, required for the ownership of the assets and the operation of the businesses of the Company or any of its Subsidiaries, except for the failure to hold any of the foregoing as would not be reasonably likely to have, either individually or in the aggregate, a Company Material Adverse Effect on the Company and its Subsidiaries taken as a whole (collectively, the "Licenses"). Each of the The Company and each of its Subsidiaries is are in compliance with, and has have conducted its business their respective businesses so as to comply with, the terms of their respective Licenses and with all applicable laws, rules, regulations, ordinances and codes, except where the failure so to comply has not had and, insofar as reasonably can be foreseen by the Company, in the future and is not reasonably likely to have, either individually or in the aggregate, a Company Material Adverse Effect on the Company and its Subsidiaries taken as a wholeEffect. Without limiting the generality of the foregoing, the Company and its Subsidiaries, Subsidiaries (i) have all Licenses of foreign, state and local governmental authorities Governmental Entities required for the operation of the facilities being operated on the date hereof by the Company or any of its Subsidiaries (the "Permits"), (ii) have duly and currently filed all reports and other information required to be filed by with any other Governmental Entity in connection with such Permits and (iii) are not in violation of any of such Permits, other than the lack of Permits, delays in filing reports or possible violations which that have not had and, insofar as can reasonably be foreseen by the Company, in the future are not reasonably likely to have, a Company Material Adverse Effect on the Company and its Subsidiaries taken as a whole. Without limiting the generality of the foregoing, to the knowledge of the Company, the Company and its Subsidiaries have duly complied with, and the operation of their respective businesses, equipment and other assets and the facilities owned or leased by them are in compliance with the provisions of all applicable federal, state and local environmental, health and safety laws, statutes, ordinances, rules and regulations of any governmental or a quasi governmental authority relating to (i) errors or omissions, (ii) discharges to surface water or ground water, (iii) solid or liquid waste disposal, (iv) the use, storage, generation, handling, transport, discharge, release or disposal of toxic or hazardous substances or waste, (v) the emission of non-ionizing electromagnetic radiation or (vi) other environmental, health or safety matters, including without limitation all matters set forth in the Comprehensive Environmental Response Compensation and Liability Act of 1980 as amended by the Superfund Amendments and Authorization Act of 1986, the Occupational Safety and Health Act, the Resource Conservation Recovery Act of 1976, the Federal Water Pollution Control Act of 1970, the Safe Drinking Water Act of 1974, the Toxic Substances Control Act of 1976, the Emergency Planning Community Right to Know Act of 1986, as amended, and the Clean Air Act, as amended (collectively "Environmental and Health Laws"); except, with respect to any of the foregoing, where the failure to be or have been in such compliance would not be reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. To the knowledge of the Company, there are no investigations, administrative proceedings, judicial actions, orders, claims or notices that are pending or threatened against the Company or any of its Subsidiaries relating to violations of the Environmental and Health Laws, except for such matters as would not be reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on the Company and its Subsidiaries taken as a wholeEffect.

Licenses; Compliance with Regulatory Requirements. The Company and its Subsidiaries hold all licenses, franchises, ordinances, authorizations, permits, certificates, variances, exemptions, concessions, leases, rights of way, easements, instruments, orders and approvals, domestic or foreign required for the ownership of the assets and operation of the businesses of the Company or any of its Subsidiaries, except for the failure to hold any of the foregoing as would not be reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on the Company and its Subsidiaries taken as a whole (collectively, the "Licenses"). Each of the Company and its Subsidiaries is in compliance with, and has conducted its business so as to comply with, the terms of their respective Licenses and with all applicable laws, rules, regulations, ordinances and codes, except where the failure so to comply has not had and, insofar as reasonably can be foreseen by the Company, in the future is not reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on the Company and its Subsidiaries taken as a wholeEffect. Without limiting the generality of the foregoing, the Company and its Subsidiaries, (i) have all Licenses of foreign, state and local governmental authorities from Governmental Entities required for the operation of the facilities being operated on the date hereof by the Company or any of its Subsidiaries (the "Permits"), (ii) have duly and currently filed all reports and other information required to be filed by any other Governmental Entity in connection with such Permits and (iii) are not in violation of any of such Permits, other than the lack of Permits, delays in filing reports or possible violations which have not had and, insofar as can reasonably be foreseen by the Company, in the future are not reasonably likely to have, a Material Adverse Effect on the Company and its Subsidiaries taken as a wholeEffect. Without limiting the generality of the foregoing, to the knowledge of the Company, the Company and its Subsidiaries have duly complied with, and the operation of their respective businesses, equipment and other assets and the facilities owned or leased by them are in compliance with the provisions of all applicable federal, state and local environmental, health and safety laws, statutes, ordinances, rules and regulations of any governmental or a quasi governmental authority relating to (i) errors or omissions, (ii) discharges to surface water or ground water, (iii) solid or liquid waste disposal, (iv) the use, storage, generation, handling, transport, discharge, release or disposal of toxic or hazardous substances or waste, (v) the emission of non-ionizing electromagnetic radiation or (vi) other environmental, health or safety matters, including without limitation limitation, all matters set forth in the Comprehensive Environmental Response Compensation and Liability Act of 1980 as amended by the Superfund Amendments and Authorization Act of 1986, ; the Occupational Safety and Health Act, ; the Resource Conservation Recovery Act of 1976, ; the Federal Water Pollution Control Act of 1970, ; the Safe Drinking Water Act of 1974, ; the Toxic Substances Control Act of 1976, ; the Emergency Planning Community Right to Know Act of 1986, as amended, ; and the Clean Air Act, as amended (collectively "Environmental and Health Laws"); except, with respect to any of the foregoing, where the failure to be or have been in such compliance would not be reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on the Company and its Subsidiaries taken as a wholeEffect. To the knowledge of the Company, there are no investigations, administrative proceedings, judicial actions, orders, claims or notices that are pending or threatened against the Company or any of its Subsidiaries relating to violations of the Environmental and Health Laws, except for such matters as would not be reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on the Company and its Subsidiaries taken as a wholeEffect.

Licenses; Compliance with Regulatory Requirements. (a) The Company and its Subsidiaries Subsidiaries, and to the knowledge of the Company, its Equity Affiliates hold all licenses, franchises, ordinances, authorizations, permits, certificates, variances, exemptions, concessions, leases, rights of way, easements, instruments, orders and approvals, domestic or foreign Licenses required for or which are material to the ownership of the assets and the operation of the businesses of the Company or any of its Subsidiaries, except for those Licenses which the failure to hold any of the foregoing as would has not be reasonably likely to had and could not have, either individually or in the aggregate, a Material Adverse Effect on the Effect. The Company and each of its Subsidiaries taken as a whole (collectivelySubsidiaries, and to the "Licenses"). Each knowledge of the Company and Company, each of its Subsidiaries is Equity Affiliates, are in compliance with, and has have conducted its business their respective businesses so as to comply with, the terms of their respective Licenses and with all applicable laws, rules, regulations, ordinances and codescodes (domestic or foreign), except where the failure so to comply has not had and, insofar as reasonably can be foreseen by the Company, in the future is and could not reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on the Company and its Subsidiaries taken as a wholeEffect. Without limiting the generality of the foregoing, the Company and its Subsidiaries, and to the knowledge of the Company, its Equity Affiliates (i) have all Licenses of foreign, state and local governmental authorities Governmental Entities required for the operation of the facilities being operated on the date hereof by the Company or any of its Subsidiaries or Equity Affiliates (the "Permits"), (ii) have duly and currently filed all reports and other information required to be filed by with any other Governmental Entity in connection with such Permits and (iii) are not in violation of any of such Permits, other than the lack of Permits, delays in filing reports or possible violations which that have not had and, insofar as can reasonably be foreseen by the Company, in the future are could not reasonably likely to have, a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. Without limiting the generality of the foregoing, to the knowledge of the Company, the Company and its Subsidiaries have duly complied with, and the operation of their respective businesses, equipment and other assets and the facilities owned or leased by them are in compliance with the provisions of all applicable federal, state and local environmental, health and safety laws, statutes, ordinances, rules and regulations of any governmental or a quasi governmental authority relating to (i) errors or omissions, (ii) discharges to surface water or ground water, (iii) solid or liquid waste disposal, (iv) the use, storage, generation, handling, transport, discharge, release or disposal of toxic or hazardous substances or waste, (v) the emission of non-ionizing electromagnetic radiation or (vi) other environmental, health or safety matters, including without limitation all matters set forth in the Comprehensive Environmental Response Compensation and Liability Act of 1980 as amended by the Superfund Amendments and Authorization Act of 1986, the Occupational Safety and Health Act, the Resource Conservation Recovery Act of 1976, the Federal Water Pollution Control Act of 1970, the Safe Drinking Water Act of 1974, the Toxic Substances Control Act of 1976, the Emergency Planning Community Right to Know Act of 1986, as amended, and the Clean Air Act, as amended (collectively "Environmental and Health Laws"); except, with respect to any of the foregoing, where the failure to be or have been in such compliance would not be reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. To the knowledge of the Company, there are no investigations, administrative proceedings, judicial actions, orders, claims or notices that are pending or threatened against the Company or any of its Subsidiaries relating to violations of the Environmental and Health Laws, except for such matters as would not be reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on the Company and its Subsidiaries taken as a wholeEffect.

Licenses; Compliance with Regulatory Requirements. (a) The Company and its Netlink Subsidiaries hold all licenses, franchises, ordinances, authorizations, permits, certificates, variances, exemptions, concessions, leases, rights of way, easements, instruments, orders and approvals, domestic or foreign required for ("Licenses") which are material to the ownership of the assets and operation of that are material to the businesses of the Company or any of its SubsidiariesNetlink Businesses, except for the failure to hold any of the foregoing as would not be reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on the Company and its Subsidiaries taken as a whole (collectively, the "Netlink Licenses"). Each of the Company and its Subsidiaries Netlink Subsidiary is in compliance with, and has conducted its business so as to comply with, the terms of their respective Netlink Licenses and with all applicable laws, rules, regulations, ordinances and codes, domestic or foreign, except where the failure so to comply has not had and, insofar as reasonably can be foreseen by the Companyforeseen, in the future is will not reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on the Company and its Subsidiaries Netlink Businesses taken as a whole. Without limiting the generality of the foregoing, the Company and its Netlink Subsidiaries, (i) have all Licenses (the "FCC Licenses") issued by the Federal Communications Commission (the "FCC") and all other Licenses of foreign, federal, state and local governmental authorities (the "Permits") required for the operation of the facilities being operated by the Netlink Subsidiaries in the conduct of the Netlink Businesses, and all such FCC Licenses and Permits are identified on Schedule 2.16 on the date hereof by the Company or any of its Subsidiaries (the "Permits")Seller Disclosure Schedule, (ii) have duly and currently filed all reports and other information required to be filed by the FCC or any other Governmental Entity in connection with such Permits FCC Licenses and Permits, and (iii) are not in violation of any of such FCC Licenses or Permits, other than the lack of FCC Licenses or Permits, delays in filing reports or possible violations which have not had and, insofar as can reasonably be foreseen by the Companyforeseen, in the future are will not reasonably likely to have, have a Material Adverse Effect on the Company and its Subsidiaries Netlink Businesses taken as a whole. Without limiting the generality of Notwithstanding the foregoing, Seller makes no representation as to whether or not the knowledge Netlink Subsidiaries are transmitting the signals of the Company, the Company and its Subsidiaries have duly complied with, and the operation of their respective businesses, equipment and other assets and the facilities owned or leased by them broadcast network stations to households which are in compliance with the provisions of all applicable federal, state and local environmental, health and safety laws, statutes, ordinances, rules and regulations of any governmental or a quasi governmental authority relating to (i) errors or omissions, (ii) discharges to surface water or ground water, (iii) solid or liquid waste disposal, (iv) the use, storage, generation, handling, transport, discharge, release or disposal of toxic or hazardous substances or waste, (v) the emission of non-ionizing electromagnetic radiation or (vi) other environmental, health or safety matters, including without limitation all matters set forth in the Comprehensive Environmental Response Compensation and Liability Act of 1980 as amended by the Superfund Amendments and Authorization Act of 1986, the Occupational Safety and Health Act, the Resource Conservation Recovery Act of 1976, the Federal Water Pollution Control Act of 1970, the Safe Drinking Water Act of 1974, the Toxic Substances Control Act of 1976, the Emergency Planning Community Right to Know Act of 1986, as amended, and the Clean Air Act, as amended (collectively not "Environmental and Health Laws"); except, with respect to any of the foregoing, where the failure to be or have been in such compliance would not be reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. To the knowledge of the Company, there are no investigations, administrative proceedings, judicial actions, orders, claims or notices that are pending or threatened against the Company or any of its Subsidiaries relating to violations of the Environmental and Health Laws, except for such matters as would not be reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on the Company and its Subsidiaries taken as a wholeunserved households" under SHVA.

Licenses; Compliance with Regulatory Requirements. (a) The Company Seller and its Subsidiaries hold all licenses, franchises, ordinances, authorizations, permits, certificates, variances, exemptions, concessions, leases, rights of way, easements, instruments, final and enforceable orders and approvals, domestic or foreign (collectively, the “Licenses”), required for or which are material to the ownership of the assets Transferred Assets and the operation of the businesses of the Company or any of its SubsidiariesNon-North America Business, except for those Licenses which the failure to hold any of the foregoing as would not reasonably be reasonably likely expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company Seller, the Non-North America Business or the Transferred Assets. Seller and each of its Subsidiaries taken as a whole (collectively, the "Licenses"). Each of the Company and its Subsidiaries is are in compliance with, and has have conducted its business their respective businesses so as to comply with, the terms of their respective Licenses and with all applicable laws, rules, regulations, ordinances and codesLaws, except where the failure so to comply has not had and, insofar as reasonably can be foreseen by the Company, in the future is would not reasonably likely be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company and its Subsidiaries taken as a wholeSeller, the Non-North America Business or the Transferred Assets. Without limiting the generality of the foregoing, the Company Seller and its Subsidiaries, Subsidiaries (i) have all material Licenses of foreign, state and local governmental authorities Governmental Authorities required for the operation of the facilities being operated on the date hereof by the Company Seller or any of its Subsidiaries (the "“Permits"”), (ii) have duly and currently filed all reports and other material information required to be filed by with any other Governmental Entity Authority in connection with such Permits and (iii) are not in violation of any of such Permits, other than the lack of Permits, delays in filing reports or possible violations which that have not had and, insofar as can would not reasonably be foreseen by the Company, in the future are not reasonably likely to have, a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. Without limiting the generality of the foregoing, to the knowledge of the Company, the Company and its Subsidiaries have duly complied with, and the operation of their respective businesses, equipment and other assets and the facilities owned or leased by them are in compliance with the provisions of all applicable federal, state and local environmental, health and safety laws, statutes, ordinances, rules and regulations of any governmental or a quasi governmental authority relating to (i) errors or omissions, (ii) discharges to surface water or ground water, (iii) solid or liquid waste disposal, (iv) the use, storage, generation, handling, transport, discharge, release or disposal of toxic or hazardous substances or waste, (v) the emission of non-ionizing electromagnetic radiation or (vi) other environmental, health or safety matters, including without limitation all matters set forth in the Comprehensive Environmental Response Compensation and Liability Act of 1980 as amended by the Superfund Amendments and Authorization Act of 1986, the Occupational Safety and Health Act, the Resource Conservation Recovery Act of 1976, the Federal Water Pollution Control Act of 1970, the Safe Drinking Water Act of 1974, the Toxic Substances Control Act of 1976, the Emergency Planning Community Right to Know Act of 1986, as amended, and the Clean Air Act, as amended (collectively "Environmental and Health Laws"); except, with respect to any of the foregoing, where the failure to be or have been in such compliance would not be reasonably likely expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. To Seller, the knowledge of Non-North America Business or the Company, there are no investigations, administrative proceedings, judicial actions, orders, claims or notices that are pending or threatened against the Company or any of its Subsidiaries relating to violations of the Environmental and Health Laws, except for such matters as would not be reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on the Company and its Subsidiaries taken as a wholeTransferred Assets.