Common use of Permits and Licenses; Compliance with Laws Clause in Contracts

Permits and Licenses; Compliance with Laws. (a) Each of the Company and its subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of all Governmental Authorities necessary for the Company or its subsidiaries to own, operate, lease and otherwise hold their respective assets and to conduct their respective businesses as currently conducted (the “Company Permits”), all such Company Permits are in full force and effect, and no suspension or cancellation of any Company Permit is pending or, to the knowledge of the Company, threatened except where the failure to have, or the suspension or cancellation of, any of the Company Permits has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. None of the Company or its subsidiaries is in conflict with, or in default or violation of, (i) any Laws applicable to the Company or its subsidiaries or by which any property or asset of the Company or its subsidiaries is bound or affected, (ii) any of the Company Permits or (iii) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or its subsidiaries is a party or by which the Company or its subsidiaries or any property or asset of the Company or its subsidiaries is bound or affected except for any such conflicts, defaults of violations that have not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Buyer true and complete copies of all material Company Permits. (b) To the knowledge of the Company, no event or condition has occurred or exists which would result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of the Company or any of its subsidiaries under, any Company Permit (in each case, with or without notice or lapse of time or both), and no such suspension, cancellation, violation, breach, default, loss of a benefit, or acceleration of an obligation will result from the transactions contemplated by this Agreement (in each case, with or without notice or lapse of time or both). (c) To the knowledge of the Company, neither the Company nor any of its subsidiaries, nor any director, officer, agent or employee of the Company or any of its subsidiaries, has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns, or (iii) violated any applicable export control, money laundering or anti-terrorism law or regulation, nor have any of them otherwise taken any action which would cause the Company or any of its subsidiaries to be in violation of the Foreign Corrupt Practices Act of 1977.

Permits and Licenses; Compliance with Laws. (a) Each of the Company and its subsidiaries Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of all Governmental Authorities necessary for the Company or any of its subsidiaries Subsidiaries to own, operate, lease and otherwise hold their respective assets operate the properties of the Company and its Subsidiaries or to conduct their respective businesses carry on its business as currently it is now being conducted and contemplated to be conducted (the “Company Permits”), all such Company Permits are in full force and effect, and no suspension or cancellation of any of the Company Permit Permits is pending or, to the knowledge Knowledge of the Company, threatened in writing, except where the failure to have, or the suspension or cancellation of, any of the Company Permits has not had, and would not reasonably be expected to havebe material to the Company and its Subsidiaries, individually or in the aggregate, taken as a Company Material Adverse Effectwhole. None of the Company or any of its subsidiaries Subsidiaries is in conflict with, or in default or violation of, (i) in any material respect, any Laws applicable to the Company or any of its subsidiaries Subsidiaries or by which any property or asset of the Company or any of its subsidiaries Subsidiaries is bound or affected, (ii) any of the Company Permits or (iii) any note, debenture, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise franchise, commitment or other instrument or obligation (each, a “Contract”) to which the Company or any of its subsidiaries Subsidiaries is a party or by which the Company or any of its subsidiaries Subsidiaries or any property or asset of the Company or any of its subsidiaries Subsidiaries is bound or affected except affected, except, in the case of clauses (ii) or (iii) above, for any such conflicts, defaults of or violations that have not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Buyer true and complete copies of all material Company Permits. (b) To the knowledge of the Company, no event or condition has occurred or exists which would result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of the Company or any of its subsidiaries under, any Company Permit (in each case, with or without notice or lapse of time or both), and no such suspension, cancellation, violation, breach, default, loss of a benefit, or acceleration of an obligation will result from the transactions contemplated by this Agreement (in each case, with or without notice or lapse of time or both). (c) To the knowledge of the Company, neither the Company nor any of its subsidiaries, nor any director, officer, agent or employee of the Company or any of its subsidiaries, has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns, or (iii) violated any applicable export control, money laundering or anti-terrorism law or regulation, nor have any of them otherwise taken any action which would cause the Company or any of its subsidiaries to be in violation of the Foreign Corrupt Practices Act of 1977.

Permits and Licenses; Compliance with Laws. (a) Each of the Company and its subsidiaries Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of all Governmental Authorities necessary for the Company or any of its subsidiaries Subsidiaries to own, operate, lease and otherwise hold their respective assets operate the properties of the Company and its Subsidiaries or to conduct their respective businesses carry on its business as currently it is now being conducted and contemplated to be conducted (the “"Company Permits”"), all such Company Permits are in full force and effect, and no suspension or cancellation of any of the Company Permit Permits is pending or, to the knowledge Knowledge of the Company, threatened in writing, except where the failure to have, or the suspension or cancellation of, any of the Company Permits has not had, and would not reasonably be expected to havebe material to the Company and its Subsidiaries, individually or in the aggregate, taken as a Company Material Adverse Effectwhole. None of the Company or any of its subsidiaries Subsidiaries is in conflict with, or in default or violation of, (i) in any material respect, any Laws applicable to the Company or any of its subsidiaries Subsidiaries or by which any property or asset of the Company or any of its subsidiaries Subsidiaries is bound or affected, (ii) any of the Company Permits or (iii) any note, debenture, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise franchise, commitment or other instrument or obligation (each, a "Contract") to which the Company or any of its subsidiaries Subsidiaries is a party or by which the Company or any of its subsidiaries Subsidiaries or any property or asset of the Company or any of its subsidiaries Subsidiaries is bound or affected except affected, except, in the case of clauses (ii) or (iii) above, for any such conflicts, defaults of or violations that have not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Buyer true and complete copies of all material Company Permits. (b) To the knowledge of the Company, no event or condition has occurred or exists which would result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of the Company or any of its subsidiaries under, any Company Permit (in each case, with or without notice or lapse of time or both), and no such suspension, cancellation, violation, breach, default, loss of a benefit, or acceleration of an obligation will result from the transactions contemplated by this Agreement (in each case, with or without notice or lapse of time or both). (c) To the knowledge of the Company, neither the Company nor any of its subsidiaries, nor any director, officer, agent or employee of the Company or any of its subsidiaries, has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns, or (iii) violated any applicable export control, money laundering or anti-terrorism law or regulation, nor have any of them otherwise taken any action which would cause the Company or any of its subsidiaries to be in violation of the Foreign Corrupt Practices Act of 1977.

Permits and Licenses; Compliance with Laws. (a) Each of the Company and its subsidiaries Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of all Governmental Authorities necessary for the Company or any of its subsidiaries Subsidiaries to own, operate, lease and otherwise hold their respective assets operate the properties of the Company and its Subsidiaries or to conduct their respective businesses carry on its business as currently it is now being conducted and contemplated to be conducted (the “"Company Permits”"), all such Company Permits are in full force and effect, and no suspension or cancellation of any of the Company Permit Permits is pending or, to the knowledge Knowledge of the Company, threatened in writing, except where the failure to have, or the suspension or cancellation of, any of the Company Permits has not had, and would not reasonably be expected to havebe material to the Company and its Subsidiaries, individually or in the aggregate, taken as a Company Material Adverse Effectwhole. None of the Company or any of its subsidiaries Subsidiaries is in material conflict with, or in material default or material violation of, (i) any material Laws applicable to the Company or any of its subsidiaries Subsidiaries or by which any property or asset of the Company or any of its subsidiaries Subsidiaries is bound or affected, (ii) any of the material Company Permits or (iii) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation (each, a "Contract") to which the Company or any of its subsidiaries Subsidiaries is a party or by which the Company or any of its subsidiaries Subsidiaries or any property or asset of the Company or any of its subsidiaries Subsidiaries is bound or affected except affected, except, in the case of clause (iii), for any such conflicts, defaults of or violations that have not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Buyer true and complete copies of all material Company Permits. (b) To the knowledge of the Company, no event or condition has occurred or exists which would result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of the Company or any of its subsidiaries under, any Company Permit (in each case, with or without notice or lapse of time or both), and no such suspension, cancellation, violation, breach, default, loss of a benefit, or acceleration of an obligation will result from the transactions contemplated by this Agreement (in each case, with or without notice or lapse of time or both). (c) To the knowledge of the Company, neither the Company nor any of its subsidiaries, nor any director, officer, agent or employee of the Company or any of its subsidiaries, has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns, or (iii) violated any applicable export control, money laundering or anti-terrorism law or regulation, nor have any of them otherwise taken any action which would cause the Company or any of its subsidiaries to be in violation of the Foreign Corrupt Practices Act of 1977.

Permits and Licenses; Compliance with Laws. (a) Each of the Company and its subsidiaries is in possession of all franchises, grants, authorizations, licenseslicenses (other than Company FCC Licenses), permits, easements, variances, exceptions, consents, certificates, approvals and orders of all Governmental Authorities necessary for the Company or any of its subsidiaries to own, operate, lease and otherwise hold their respective assets operate the properties of the Company and its subsidiaries or to conduct their respective businesses carry on its business as currently it is now being conducted and contemplated to be conducted (the “Company Permits”), all such Company Permits are in full force and effect, and no suspension or cancellation of any of the Company Permit Permits is pending or, to the knowledge of the Company, threatened threatened, except where the failure to have, or the suspension or cancellation of, any of the Company Permits has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. None of the Company or any of its subsidiaries is in conflict with, or in default or violation of, (i) any Laws applicable to the Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries is bound or affected, (ii) any of the Company Permits or (iii) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or any property or asset of the Company or any of its subsidiaries is bound or affected affected, except for any such conflicts, defaults of or violations that would not have, individually or in the aggregate, a Company Material Adverse Effect. (b) Section 4.6(b) of the Company Disclosure Schedule sets forth all main radio and television station licenses, permits, authorizations, and approvals issued by the FCC to the Company and its subsidiaries for the operation of the Company Stations (“Company FCC Licenses”). The Company FCC Licenses are in full force and effect and have not hadbeen revoked, suspended, canceled, rescinded or terminated and have not expired, and are not subject to any material conditions except for conditions applicable to broadcast licenses generally or as otherwise disclosed on the face of the Company FCC Licenses. The Company and its subsidiaries have operated the Company Stations in compliance in all respects with the terms of the Company FCC Licenses and the Communications Act, and the Company and its subsidiaries have timely filed or made all applications, reports and other disclosures required by the FCC to be filed or made with respect to the Company Stations and have timely paid all material FCC regulatory fees with respect thereto, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Buyer true and complete copies of all material Company Permits. (b) To the knowledge There is not, as of the date of this Agreement, pending or, to the Company’s knowledge, no event or condition has occurred or exists which would result in a violation ofthreatened before the FCC any proceeding, breach, default or loss notice of a benefit under, or acceleration of an obligation of the Company or any of its subsidiaries under, any Company Permit (in each case, with or without notice or lapse of time or both), and no such suspension, cancellation, violation, breach, default, loss order of a benefit, forfeiture or acceleration of an obligation will result from the transactions contemplated by this Agreement (in each case, with complaint or without notice or lapse of time or both). (c) To the knowledge of the Company, neither the Company nor any of its subsidiaries, nor any director, officer, agent or employee of investigation against the Company or any of its subsidiaries, has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns, or (iii) violated any applicable export control, money laundering or anti-terrorism law or regulation, nor have any of them otherwise taken any action which would cause the Company or any of its subsidiaries to be the Company Stations, except for any such proceedings, notices, orders, complaints, or investigations that would not have, individually or in violation of the Foreign Corrupt Practices Act of 1977aggregate, a Company Material Adverse Effect.

Permits and Licenses; Compliance with Laws. (a) Each of the Company and its subsidiaries holds and is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of all Governmental Authorities necessary for the Company or any of its subsidiaries to own, operate, lease and otherwise hold their respective assets operate the properties of the Company and its subsidiaries or to conduct their respective businesses carry on its business as currently it is now being conducted (the “Company Permits”), all such the Company Permits are in full force and effecteffect and are held free and clear of any Liens, and no suspension or cancellation of any of the Company Permit Permits is pending or, to the knowledge of the Company, threatened threatened, except where the failure to have, the existence of any Lien on or the suspension or cancellation of, of any of the Company Permits has is not had, and or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. None of the Company or any of its subsidiaries is in conflict with, or in default or violation of, (i) any Laws applicable to the Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries is bound or affected, (ii) any of the Company Permits or (iii) any note, bond, mortgage, indenture, contract, agreement, leaseCore Lease, license, permit, franchise or other instrument or obligation to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or any property or asset of the Company or any of its subsidiaries is bound or affected affected, except for any such conflicts, defaults of or violations that have has not had, and had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Buyer true and complete copies of all material Company Permits. (b) To the knowledge of the Company, no event or condition has occurred or exists which would result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of the Company or any of its subsidiaries under, any Company Permit (in each case, with or without notice or lapse of time or both), and no such suspension, cancellation, violation, breach, default, loss of a benefit, or acceleration of an obligation will result from the transactions contemplated by this Agreement (in each case, with or without notice or lapse of time or both). (c) To the knowledge of the Company, neither the Company nor any of its subsidiaries, nor any director, officer, agent or employee of the Company or any of its subsidiaries, has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns, or (iii) violated any applicable export control, money laundering or anti-terrorism law or regulation, nor have any of them otherwise taken any action which would cause the Company or any of its subsidiaries to be in violation of the Foreign Corrupt Practices Act of 1977.

Permits and Licenses; Compliance with Laws. (a) Each of the Company and its subsidiaries Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of all Governmental Authorities necessary for the Company or any of its subsidiaries Subsidiaries to own, operate, lease and otherwise hold their respective assets operate the properties of the Company and its Subsidiaries or to conduct their respective businesses carry on its business as currently it is now being conducted and contemplated to be conducted (the “Company Permits”), all such Company Permits are in full force and effect, and no suspension or cancellation of any of the Company Permit Permits is pending or, to the knowledge Knowledge of the Company, threatened threatened, except where the failure to have, or the suspension or cancellation of, any of the Company Permits has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. None of the Company or any of its subsidiaries Subsidiaries is in conflict with, or in default or violation of, (i) any Laws applicable to the Company or any of its subsidiaries Subsidiaries or by which any property or asset of the Company or any of its subsidiaries Subsidiaries is bound or affected, (ii) any of the Company Permits or (iii) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation (each, a “Contract”) to which the Company or any of its subsidiaries Subsidiaries is a party or by which the Company or any of its subsidiaries Subsidiaries or any property or asset of the Company or any of its subsidiaries Subsidiaries is bound or affected affected, except for any such conflicts, defaults of or violations that have not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Buyer true and complete copies of all material Company Permits. (b) To the knowledge of the Company, no event or condition has occurred or exists which would result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of the Company or any of its subsidiaries under, any Company Permit (in each case, with or without notice or lapse of time or both), and no such suspension, cancellation, violation, breach, default, loss of a benefit, or acceleration of an obligation will result from the transactions contemplated by this Agreement (in each case, with or without notice or lapse of time or both). (c) To the knowledge of the Company, neither the Company nor any of its subsidiaries, nor any director, officer, agent or employee of the Company or any of its subsidiaries, has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns, or (iii) violated any applicable export control, money laundering or anti-terrorism law or regulation, nor have any of them otherwise taken any action which would cause the Company or any of its subsidiaries to be in violation of the Foreign Corrupt Practices Act of 1977.

Permits and Licenses; Compliance with Laws. (a) Each of the Company, the Company Subsidiaries and, to the Knowledge of the Company, the Magnox Companies and its subsidiaries is their respective employees and, to the Knowledge of the Company, business partners, including the Company Joint Ventures, as applicable, has in possession of effect all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of all Governmental Authorities necessary Permits required for the Company, the Company or its subsidiaries Subsidiaries and, to the Knowledge of the Company, the Company Joint Ventures and the Magnox Company to own, operate, lease and otherwise hold their respective assets operate the properties of the Company, the Company Subsidiaries and, to the Knowledge of the Company, the Company Joint Ventures and the Magnox Company or to conduct carry on their respective businesses as currently they are now being conducted (or as they are proposed by the “Company Permits”)to be conducted, and all such Company Permits are valid and in full force and effect, and no suspension or cancellation of any Company Permit is pending or, to the knowledge of the Company, threatened except where the failure to have, or the suspension or cancellation of, any of the Company Permits has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. None ; and neither the Company nor any Company Subsidiary nor, to the Knowledge of the Company, any Company Joint Venture or Magnox Company has received oral or written notice from any Governmental Entity or Third Party that any such Permit is subject to any adverse action which has had, or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Each of the Company, the Company Subsidiaries and, to the Knowledge of the Company, the Company Joint Ventures and the Magnox Companies (i) has been operated at all times in compliance with all Laws and Orders applicable to the Company, any of the Company or its subsidiaries is in conflict withSubsidiaries or, or in default or violation of, (i) any Laws applicable to the Knowledge of the Company, any Company Joint Venture or its subsidiaries Magnox Company or by which any property or asset of the Company or its subsidiaries is bound or affectedCompany, (ii) any of the Company Subsidiaries or, to the Knowledge of the Company, any Company Joint Venture or Magnox Company is bound or affected and (ii) is not in default or violation of any Permits or (iii) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or its subsidiaries is a party or by which Company, any of the Company Subsidiaries or, to the Knowledge of the Company, any Company Joint Venture or its subsidiaries Magnox Company or any property or asset of the Company, any of the Company Subsidiaries or, to the Knowledge of the Company, any Company Joint Venture or its subsidiaries Magnox Company is bound or affected except for any such conflictsother than, defaults in the case of violations that clause (i) and (ii) above, instances of non-compliance, default or violation that, since December 31, 2011, have not had, had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Neither the Company has made available nor any Company Subsidiary nor, to Buyer true and complete copies of all material Company Permits. (b) To the knowledge Knowledge of the Company, no event any Company Joint Venture or condition Magnox Company has occurred or exists which would result in received any written communication during the past two (2) years from a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of Governmental Entity that alleges that the Company or any of its subsidiaries underCompany, any Company Permit (Subsidiary or, to the Knowledge of the Company, any Company Joint Venture or Magnox Company is not in each casecompliance with any applicable Law or Order other than instances of non-compliance that would not reasonably be expected to have, with individually or without notice or lapse of time or both)in the aggregate, and no such suspension, cancellation, violation, breach, default, loss of a benefit, or acceleration of an obligation will result from the transactions contemplated by this Agreement (in each case, with or without notice or lapse of time or both)Company Material Adverse Effect. (c) To Notwithstanding anything to the knowledge contrary in this Section 4.5, the provisions of this Section 4.5 shall not apply to matters to the Companyextent addressed in Section 4.6 (SEC Filings; Financial Statements; Internal Controls), neither the Company nor any of its subsidiariesSection 4.10 (Employee Benefit Plans), nor any directorSection 4.14 (Environmental Matters), officerSection 4.15 (Intellectual Property), agent Section 4.16 (Taxes) or employee of the Company or any of its subsidiaries, has Section 4.24 (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns, or (iii) violated any applicable export control, money laundering or anti-terrorism law or regulation, nor have any of them otherwise taken any action which would cause the Company or any of its subsidiaries to be in violation of the Foreign Corrupt Practices Act of 1977NRC Matters and Other Radiological Licenses).

Permits and Licenses; Compliance with Laws. (a) Each of the Company and its subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of all Governmental Authorities necessary for the Company or any of its subsidiaries to own, operate, lease and otherwise hold their respective assets operate the properties of the Company and its subsidiaries or to conduct their respective businesses carry on its business as currently it is now being conducted (the “Company Permits”), all such Company Permits are in full force and effect, and no suspension or cancellation of any of the Company Permit Permits is pending or, to the knowledge of the Company, threatened threatened, except where the failure to have, or the suspension or cancellation of, any of the Company Permits has not had, and would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. None To the knowledge of the Company, no investigation or review by any Governmental Authority with respect to the Company or any of its subsidiaries is pending or threatened, nor has any Governmental Authority indicated an intention to conduct the same, except for those the outcome of which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Each of the Company or and its subsidiaries is is, and since January 1, 2008 has at all times been in conflict compliance with, or in default or violation of, (i) any all Laws applicable to the Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries is bound or affected, (ii) any all of the Company Permits or and (iii) any each note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or any property or asset of the Company or any of its subsidiaries is bound or affected affected, except for any such conflicts, defaults of violations that have not had, and as would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company has made available to Buyer true and complete copies of all material Company Permits. (b) To the knowledge of the CompanySince January 1, no event or condition has occurred or exists which would result in a violation of2009, breach, default or loss of a benefit under, or acceleration of an obligation none of the Company or any of its subsidiaries underhas received any written notice from any Governmental Authority regarding any actual or possible violation of, or failure to comply with, in any material respect, any Company Permit (in each case, with or without notice or lapse of time or both), and no such suspension, cancellation, violation, breach, default, loss of a benefit, or acceleration of an obligation will result from the transactions contemplated by this Agreement (in each case, with or without notice or lapse of time or both)applicable Law. (c) To the knowledge of the Company, neither the Company nor any of its subsidiaries, nor any director, officer, agent or employee of the Company or any of its subsidiaries, has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns, or (iii) violated any applicable export control, money laundering or anti-terrorism law or regulation, nor have any of them otherwise taken any action which would cause the Company or any of its subsidiaries to be in violation of the Foreign Corrupt Practices Act of 1977.

Permits and Licenses; Compliance with Laws. (a) Each of the Company and its subsidiaries Material Subsidiaries is in possession of all franchises, grants, authorizations, licenseslicenses (other than Company FCC Licenses), permits, easements, variances, exceptions, consents, certificates, approvals and orders of all Governmental Authorities necessary for the Company or any of its subsidiaries Material Subsidiaries to own, operate, lease and otherwise hold their respective assets operate the properties of the Company and its Material Subsidiaries or to conduct their respective businesses carry on its business as currently it is now being conducted and contemplated to be conducted by the Company and its Material Subsidiaries (the “Company Permits”), all such Company Permits are in full force and effect, and no suspension or cancellation of any of the Company Permit Permits is pending or, to the knowledge of the Company, threatened threatened, except where the failure to have, or the suspension or cancellation of, any of the Company Permits has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect on the Company. None of the Company or any of its subsidiaries Material Subsidiaries is in conflict with, or in default or violation of, (i) any Laws applicable to the Company or any of its subsidiaries Material Subsidiaries or by which any property or asset of the Company or any of its subsidiaries Material Subsidiaries is bound or affected, ; (ii) any of the Company Permits Permits; or (iii) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any of its subsidiaries Material Subsidiaries is a party or by which the Company or any of its subsidiaries Material Subsidiaries or any property or asset of the Company or any of its subsidiaries Material Subsidiaries is bound or affected affected, except for any such conflicts, defaults of or violations that have not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Buyer true and complete copies of all material Company PermitsEffect on the Company. (b) To the knowledge Section 4.06(b) of the Company, no event Company Disclosure Schedule sets forth (i) all main radio and television stations and (ii) all radio or condition has occurred or exists television stations for which would result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of the Company or any subsidiary of its subsidiaries underthe Company provides programming, any advertising or other services pursuant to a LMA. The Company Permit FCC Licenses are in full force and effect and have not been revoked, suspended, canceled, rescinded or terminated and have not expired (in each case, with or without notice or lapse other than FCC Licenses that are the subject of time or bothpending renewal applications), and no such suspensionare not subject to any material conditions except for conditions applicable to broadcast licenses generally or as otherwise disclosed on the face of the Company FCC Licenses. The Company and its subsidiaries are operating, cancellationand have operated the Company Stations, in compliance in all material respects with the terms of the Company FCC Licenses and the Communications Act, and the Company and its subsidiaries have timely filed or made all material applications, reports and other disclosures required by the FCC to be filed or made with respect to the Company Stations and have timely paid all FCC regulatory fees with respect thereto, except as would not have, individually or in the aggregate, a Material Adverse Effect on the Company. Except for administrative rulemakings, legislation or other proceedings affecting the broadcast industry generally, there is not, pending or, to the Company’s knowledge, threatened by or before the FCC any proceeding, notice of violation, breach, default, loss order of a benefit, forfeiture or acceleration of an obligation will result from the transactions contemplated by this Agreement (in each case, with complaint or without notice investigation against or lapse of time or both). (c) To the knowledge of the Company, neither the Company nor any of its subsidiaries, nor any director, officer, agent or employee of relating to the Company or any of its subsidiaries, has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns, or (iii) violated any applicable export control, money laundering or anti-terrorism law or regulation, nor have any of them otherwise taken any action which would cause the Company or any of its subsidiaries to be the Company Stations, except for any such proceedings, notices, orders, complaints, or investigations that would not have, individually or in violation of the Foreign Corrupt Practices Act of 1977aggregate, a Material Adverse Effect on the Company.

Permits and Licenses; Compliance with Laws. (a) Each of the Company and its subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and waivers, concessions, registrations, notices, approvals, orders or other authorizations of all any Governmental Authorities Authority necessary for the Company or any of its subsidiaries to own, operate, lease and otherwise hold their respective assets operate the properties of the Company and its subsidiaries or to conduct their respective businesses carry on its business in all respects as currently it is now being conducted (the “Company Permits”), all such Company Permits are in full force and effect, and no suspension or cancellation of any of the Company Permit Permits is pending oror threatened, to the knowledge of the Company, threatened except where the failure to have, or the suspension or cancellation of, any of the Company Permits has would not hadbe, and would not reasonably be expected to havebe material to the Company and its subsidiaries, individually taken as a whole. Section 4.6 of the Company Disclosure Schedule lists each license from the Federal Communications Commission that is held by the Company or in any of its subsidiaries and for which a notice, filing or consent will be required as a result of the aggregateentry into this Agreement, a Company Material Adverse Effectthe Offer, the Offer Closing, the Merger or the consummation of any of the transactions contemplated by this Agreement. None of the Company or any of its subsidiaries is is, and since January 1, 2012 none of the Company or any of its subsidiaries has been, in conflict with, or in default or violation of, (i) any Laws applicable to the Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries is bound or affected, affected or (ii) any of the Company Permits or (iii) any notePermits, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or its subsidiaries is a party or by which the Company or its subsidiaries or any property or asset of the Company or its subsidiaries is bound or affected except in each case for any such conflicts, defaults of or violations that have that, individually or in the aggregate, would not hadbe, and would not reasonably be expected to havebe material to the Company and its subsidiaries, individually or in the aggregate, taken as a Company Material Adverse Effectwhole. The Company has made available and its subsidiaries will continue to Buyer true have the use of and complete copies benefit of all material Company Permits. (b) To Permits following consummation by the knowledge Company of the Company, no event or condition has occurred or exists which would result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of the Company Merger or any of its subsidiaries under, any Company Permit (in each case, with or without notice or lapse of time or both), and no such suspension, cancellation, violation, breach, default, loss of a benefit, or acceleration of an obligation will result from the transactions contemplated by this Agreement (in each caseAgreement, with or without notice or lapse of time or both). (c) To except where the knowledge of the Companyfailure to have such Company Permits would not be, neither and would not reasonably be expected to be material to the Company nor any of and its subsidiaries, nor taken as a whole. No Company Permit is held in the name of any directoremployee, officer, director, stockholder, agent or employee otherwise on behalf of the Company or any of its subsidiaries, has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns, or (iii) violated any applicable export control, money laundering or anti-terrorism law or regulation, nor have any of them otherwise taken any action which would cause the Company or any of its subsidiaries to be in violation of the Foreign Corrupt Practices Act of 1977.

Permits and Licenses; Compliance with Laws. (a) Each of the Company and its subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and waivers, concessions, registrations, notices, approvals, orders or other authorizations of all any Governmental Authorities Authority necessary for the Company or any of its subsidiaries to own, operate, lease and otherwise hold their respective assets operate the properties of the Company and its subsidiaries or to conduct their respective businesses carry on its business in all respects as currently it is now being conducted (the “Company Permits”), all such Company Permits are in full force and effect, and no suspension or cancellation of any of the Company Permit Permits is pending oror threatened, to the knowledge of the Company, threatened except where the failure to have, or the suspension or cancellation of, any of the Company Permits has would not hadbe, and would not reasonably be expected to havebe material to the Company and its subsidiaries, individually taken as a whole. Section 4.6 of the Company Disclosure Letter lists each Company Permit material to the Company and its subsidiaries taken as a whole from any applicable Governmental Authority that is held by the Company or in any of its subsidiaries and for which a notice, filing or consent will be required as a result of the aggregateentry into this Agreement, a Company Material Adverse Effectthe Offer, the Offer Closing, the Merger or the consummation of any of the transactions contemplated by this Agreement. None of the Company or any of its subsidiaries is is, and since January 1, 2012 none of the Company or any of its subsidiaries has been, in conflict with, or in default or violation of, (i) any Laws applicable to the Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries is bound or affected, affected or (ii) any of the Company Permits or (iii) any notePermits, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or its subsidiaries is a party or by which the Company or its subsidiaries or any property or asset of the Company or its subsidiaries is bound or affected except in each case for any such conflicts, defaults of or violations that have that, individually or in the aggregate, would not hadbe, and would not reasonably be expected to havebe material to the Company and its subsidiaries, individually or in the aggregate, taken as a Company Material Adverse Effectwhole. The Company has made available and its subsidiaries will continue to Buyer true have the use of and complete copies benefit of all material Company Permits. (b) To Permits following consummation by the knowledge Company of the Company, no event or condition has occurred or exists which would result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of the Company Merger or any of its subsidiaries under, any Company Permit (in each case, with or without notice or lapse of time or both), and no such suspension, cancellation, violation, breach, default, loss of a benefit, or acceleration of an obligation will result from the transactions contemplated by this Agreement (in each caseAgreement, with or without notice or lapse of time or both). (c) To except where the knowledge of the Companyfailure to have such Company Permits would not be, neither and would not reasonably be expected to be material to the Company nor any of and its subsidiaries, nor taken as a whole. No Company Permit is held in the name of any directoremployee, officer, director, stockholder, agent or employee otherwise on behalf of the Company or any of its subsidiaries, has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns, or (iii) violated any applicable export control, money laundering or anti-terrorism law or regulation, nor have any of them otherwise taken any action which would cause the Company or any of its subsidiaries to be in violation of the Foreign Corrupt Practices Act of 1977.

Permits and Licenses; Compliance with Laws. (a) Each of the Company and its subsidiaries Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and waivers, concessions, registrations, notices, approvals, orders or other authorizations of all any Governmental Authorities Authority necessary for the Company or any of its subsidiaries Subsidiaries to own, operate, lease and otherwise hold their respective assets operate the properties of the Company and its Subsidiaries or to conduct their respective businesses carry on its business in all respects as currently it is now being conducted (the “"Company Permits”"), all such Company Permits are in full force and effect, and no suspension or cancellation of any of the Company Permit Permits is pending oror threatened, to the knowledge of the Company, threatened except where the failure to have, or the suspension or cancellation of, any of the Company Permits has would not hadhave, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. None of the Company or any of its subsidiaries is Subsidiaries is, and since January 1, 2015 has not been, in conflict with, or in default or violation of, (i) any Laws or privacy, security or data policies applicable to the Company or any of its subsidiaries Subsidiaries or by which any property or asset of the Company or any of its subsidiaries Subsidiaries is bound or affected, affected or (ii) any of the Company Permits or (iii) any notePermits, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or its subsidiaries is a party or by which the Company or its subsidiaries or any property or asset of the Company or its subsidiaries is bound or affected except in each case for any such conflicts, defaults of or violations that have that, individually or in the aggregate, would not hadhave, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available and its Subsidiaries will continue to Buyer true have the use of and complete copies benefit of all material Company Permits. (b) To Permits following consummation by the knowledge Company of the Company, no event or condition has occurred or exists which would result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of the Company Merger or any of its subsidiaries under, any Company Permit (in each case, with or without notice or lapse of time or both), and no such suspension, cancellation, violation, breach, default, loss of a benefit, or acceleration of an obligation will result from the transactions contemplated by this Agreement (Agreement, except where the failure to have such Company Permits would not have, and would not reasonably be expected to have, individually or in each casethe aggregate, with or without notice or lapse a Company Material Adverse Effect. No Company Permit is held in the name of time or both). (c) To the knowledge of the Company, neither the Company nor any of its subsidiaries, nor any directoremployee, officer, director, stockholder, agent or employee otherwise on behalf of the Company or any of its subsidiaries, has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns, or (iii) violated any applicable export control, money laundering or anti-terrorism law or regulation, nor have any of them otherwise taken any action which would cause the Company or any of its subsidiaries to be in violation of the Foreign Corrupt Practices Act of 1977Subsidiaries.

Permits and Licenses; Compliance with Laws. (a) Each of the Company and its subsidiaries Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of all Governmental Authorities necessary for the Company or any of its subsidiaries Subsidiaries to own, operate, lease and otherwise hold their respective assets operate the properties of the Company and its Subsidiaries or to conduct their respective businesses carry on its business as currently it is now being conducted and contemplated to be conducted, including membership in the National Futures Association, FINRA or any other self-regulatory organization in which such membership is required (the “Company Permits”), all such Company Permits are in full force and effect, and no suspension or cancellation of any of the Company Permit Permits is pending or, to the knowledge Knowledge of the Company, threatened in writing, except where the failure to have, or the suspension or cancellation of, any of the Company Permits has not had, and would not reasonably be expected to havenot, individually or in the aggregate, have or be reasonably expected to have a Company Material Adverse Effect. . (b) None of the Company or any of its subsidiaries Subsidiaries is in conflict with, or in default or violation of, in each case (i) any Laws applicable to the Company or any of its subsidiaries Subsidiaries or by which any property or asset of the Company or any of its subsidiaries Subsidiaries is bound or affected, (ii) any of the material Company Permits or (iii) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation (each, a “Contract”) to which the Company or any of its subsidiaries Subsidiaries is a party or by which the Company or any of its subsidiaries Subsidiaries or any property or asset of the Company or any of its subsidiaries Subsidiaries is bound or affected except for affected, except, in each case, as would not be reasonably expected to have a Company Material Adverse Effect. Edelman Mortgage Services, LLC (“EMS”), a Delaware limited liability company owned and operated by the Company and/or its Subsidiaries was, during the three (3) years prior to the discontinuance of such business, owned and operated in compliance in all material respects with all applicable Laws. None of the Company or any of its Subsidiaries has any material liability or obligation with respect to its ownership, operation, disposition or discontinuance of EMS, and, to the Knowledge of the Company, there exist no facts or circumstances that would reasonably be expected to result in any such conflicts, defaults liability or obligation. (c) Except for instances of violations noncompliance that have not had, and would not be reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The : (i) each Subsidiary of the Company identified in Section 4.6(c) of the Company Disclosure Letter is, and at all times required by the Investment Advisers Act of 1940, as amended (the “Advisers Act”) during its existence has made available been, duly registered as an investment adviser under the Advisers Act; (ii) each Subsidiary of the Company that is required to Buyer true be is, and complete copies at all times required by applicable Law (other than the Advisers Act) has been, duly registered, licensed or qualified as an investment adviser in each state or any other jurisdiction where the conduct of all material its business required such registration, licensing or qualification; (iii) no Subsidiary of the Company Permitsnot identified in Section 4.6(c) of the Company Disclosure Letter (A) is or has been an “investment adviser” required to register under the Advisers Act or any other applicable Law, (B) is required to be registered, licensed or qualified as an investment adviser under the Advisers Act or any other applicable Law or (C) is subject to any liability or disability by reason of any failure to be so registered, licensed or qualified; and (iv) each Subsidiary of the Company identified in Section 4.6(c) of the Company Disclosure Letter is in compliance with Rule 206(4)-7 under the Advisers Act. (bd) To Each Subsidiary of the knowledge Company identified in Section 4.6(d) of the Company Disclosure Letter that is required to be is, and at all times required by applicable Law has been, duly registered, licensed or qualified as a broker or dealer in each jurisdiction where the conduct of its business required such registration, licensing or qualification, except where the failure to be so registered, licensed or qualified or to have such registration in full force and effect would not have or be reasonably expected to have a Company Material Adverse Effect. No Subsidiary of the Company not identified in identified in Section 4.6(d) of the Company Disclosure Letter is required to be registered, licensed or qualified as a broker or dealer under any applicable Law or is subject to any material liability or disability by reason of any failure to be so registered, licensed or qualified, except where the failure to be so registered, licensed or qualified or to have such registration in full force and effect would not have or be reasonably expected to have a Company Material Adverse Effect. (e) Each employee of a Subsidiary of the Company that is required to be registered in any capacity, including, but not limited to, as investment adviser representative, registered representative, sales person, or in any commodities-related capacity with the SEC, the National Futures Association, FINRA or any state or any other Governmental Entity is duly registered as such and such registration is in full force and effect, except where the failure to be so registered or to have such registration in full force and effect would not have or be reasonably expected to have a Company Material Adverse Effect. (f) None of the Company, no event or condition has occurred or exists which would result in a violation of, breach, default or loss any of a benefit underits Subsidiaries, or acceleration any Proprietary Funds, or any officer, director or employee thereof, is a party or subject to any Order (other than exemptive Orders) relating to its business with or by any federal, state, local or foreign Governmental Entities, except where such Order has not had and would not be reasonably expected to have a Company Material Adverse Effect. (g) Since December 31, 2010, there has existed no “out of an obligation of balance” condition, pricing error, or similar condition with respect to any customer account maintained by the Company or any of its subsidiaries under, any Company Permit (in each case, with or without notice or lapse of time or both), and no such suspension, cancellation, violation, breach, default, loss of a benefitSubsidiaries, or acceleration of an obligation will result from any Proprietary Fund, except for such conditions, individually or in the transactions contemplated by this Agreement (in each caseaggregate, with as have since been rectified or without notice would not have or lapse of time or both)be reasonably expected to have a Company Material Adverse Effect. (ch) To Section 4.6(h) of the knowledge Company Disclosure Letter sets forth a complete list as of the date of this Agreement of all securities exchanges, commodities exchanges, boards of trade, and similar organizations in which any Subsidiary of the Company holds a membership or has been granted trading privileges. (i) None of the Company, neither ’s Subsidiaries and the Company nor “affiliated persons” (as defined in the Advisers Act) of any of its subsidiariesthem is ineligible pursuant to Section 203 of the Advisers Act to serve as a registered investment adviser or “associated person” (as defined in the Advisers Act) of a registered investment adviser, nor any directorand there is no proceeding pending and served or, officer, agent or employee to the Knowledge of the Company or any Subsidiary of its subsidiariesthe Company, has (i) used pending and not served or threatened by any funds for unlawful contributionsGovernmental Entity, gifts, entertainment or other unlawful expenses related to political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns, or (iii) violated any applicable export control, money laundering or anti-terrorism law or regulation, nor have any of them otherwise taken any action which would cause result in the ineligibility of any Subsidiary of the Company or any of its subsidiaries “affiliated person” to be serve in violation any such capacities. None of the Foreign Corrupt Practices Company’s Subsidiaries or their associated persons is ineligible pursuant to Section 15(b) of the Exchange Act to serve as a broker-dealer or as an “associated person” (as defined in the Exchange Act) of 1977a registered broker-dealer, as applicable, and there is no proceeding pending and served or, to the Knowledge of the Company or any Subsidiary thereof, pending and not served or threatened by any Governmental Entity, which would result in the ineligibility of any Subsidiary of the Company or any “affiliated person” to serve in any such capacities.

Permits and Licenses; Compliance with Laws. (a) Each of the Company and its subsidiaries Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of all Governmental Authorities necessary for the Company or any of its subsidiaries Subsidiaries to own, operate, lease and otherwise hold their respective assets operate the properties of the Company and its Subsidiaries or to conduct their respective businesses carry on its business as currently it is now being conducted and contemplated to be conducted (the “Company Permits”), all such Company Permits are in full force and effect, and no suspension or cancellation of any of the Company Permit Permits is pending or, to the knowledge Knowledge of the Company, threatened threatened, except where the failure to have, or the suspension or cancellation of, any of the Company Permits has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. None of the Company or any of its subsidiaries Subsidiaries is in conflict with, or in default or violation of, (i) any Laws applicable to the Company or any of its subsidiaries Subsidiaries or by which any property or asset of the Company or any of its subsidiaries Subsidiaries is bound or affected, (ii) any of the Company Permits or (iii) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any of its subsidiaries Subsidiaries is a party or by which the Company or any of its subsidiaries Subsidiaries or any property or asset of the Company or any of its subsidiaries Subsidiaries is bound or affected (each, a “Contract “), except for any such conflicts, defaults of or violations that have not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Buyer true and complete copies of all material Company Permits. (b) To the knowledge of the Company, no event or condition has occurred or exists which would result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of the Company or any of its subsidiaries under, any Company Permit (in each case, with or without notice or lapse of time or both), and no such suspension, cancellation, violation, breach, default, loss of a benefit, or acceleration of an obligation will result from the transactions contemplated by this Agreement (in each case, with or without notice or lapse of time or both). (c) To the knowledge of the Company, neither the Company nor any of its subsidiaries, nor any director, officer, agent or employee of the Company or any of its subsidiaries, has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns, or (iii) violated any applicable export control, money laundering or anti-terrorism law or regulation, nor have any of them otherwise taken any action which would cause the Company or any of its subsidiaries to be in violation of the Foreign Corrupt Practices Act of 1977.

Permits and Licenses; Compliance with Laws. (a) Each of the Company and its subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and waivers, concessions, registrations, notices, approvals, orders or other authorizations of all any Governmental Authorities Authority necessary for the Company or any of its subsidiaries to own, operate, lease and otherwise hold their respective assets operate the properties of the Company and its subsidiaries or to conduct their respective businesses carry on its business in all respects as currently it is now being conducted (the “"Company Permits”"), all such Company Permits are in full force and effect, and no suspension or cancellation of any of the Company Permit Permits is pending oror threatened, to the knowledge of the Company, threatened except where the failure to have, or the suspension or cancellation of, any of the Company Permits has would not hadbe, and would not reasonably be expected to havebe material to the Company and its subsidiaries, individually taken as a whole. Section 4.6 of the Company Disclosure Schedule lists each license from a Governmental Authority that is held by the Company or in any of its subsidiaries and for which a notice, filing or consent will be required as a result of the aggregateentry into this Agreement, a Company Material Adverse Effectthe Offer, the Offer Closing, the Merger or the consummation of any of the transactions contemplated by this Agreement. None of the Company or any of its subsidiaries is is, and none of the Company or any of its subsidiaries has been, in conflict with, or in default or violation of, (ia) any Laws applicable to the Company or any of its subsidiaries or by which any property or asset of the Company or its subsidiaries is bound or affected, (ii) any of the Company Permits or (iii) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or its subsidiaries is a party or by which the Company or its subsidiaries or any property or asset of the Company or its subsidiaries is bound or affected or (b) any of the Company Permits, except in each case for any such conflicts, defaults of or violations that have that, individually or in the aggregate, would not hadbe, and would not reasonably be expected to havebe material to the Company and its subsidiaries, individually or in the aggregate, taken as a Company Material Adverse Effectwhole. The Company has made available and its subsidiaries will continue to Buyer true have the use of and complete copies benefit of all material Company Permits. (b) To Permits following consummation by the knowledge Company of the Company, no event or condition has occurred or exists which would result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of the Company Merger or any of its subsidiaries under, any Company Permit (in each case, with or without notice or lapse of time or both), and no such suspension, cancellation, violation, breach, default, loss of a benefit, or acceleration of an obligation will result from the transactions contemplated by this Agreement (in each caseAgreement, with or without notice or lapse of time or both). (c) To except where the knowledge of the Companyfailure to have such Company Permits would not be, neither and would not reasonably be expected to be material to the Company nor any of and its subsidiaries, nor taken as a whole. No Company Permit is held in the name of any directoremployee, officer, director, stockholder, agent or employee otherwise on behalf of the Company or any of its subsidiaries, has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns, or (iii) violated any applicable export control, money laundering or anti-terrorism law or regulation, nor have any . None of them otherwise taken any action which would cause the Company or any of its subsidiaries to be is in violation possession of any licenses from the Foreign Corrupt Practices Act of 1977Federal Communications Commission.

Permits and Licenses; Compliance with Laws. (a) Each of the Company and its subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of all Governmental Authorities necessary for the Company or any of its subsidiaries to own, operate, lease and otherwise hold their respective assets operate the properties of the Company and its subsidiaries or to conduct their respective businesses carry on its business as currently it is now being conducted and contemplated to be conducted (the “"Company Permits”), ") all such of the Company Permits are in full force and effect, and no suspension or cancellation of any of the Company Permit Permits is pending or, to the knowledge of the Company, threatened threatened, except where the failure to havehave in full force and effect, or the suspension or cancellation of, any of the Company Permits has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. None of the Company or any of its subsidiaries is is, or since June 30, 2006 has been, in conflict with, or in default or violation of, (i) any Laws applicable to the Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries is bound or affected, (ii) any of the Company Permits or (iii) any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, contractcontract (including any Company Material Contract), agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or any property property, asset or asset right of the Company or any of its subsidiaries is bound or affected affected, except for any such conflicts, defaults of or violations that have not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The None of the Company or any of its subsidiaries has made available received written or oral (or otherwise has any knowledge of any) notice since June 30, 2006, of any material violation of or noncompliance with any Law applicable to Buyer true the Company or any of its subsidiaries, or directing the Company or any of its subsidiaries to take any remedial action with respect to such applicable Law or otherwise, and complete copies no material deficiencies of all material the Company Permitsor any of its subsidiaries have been asserted to the Company or any of its subsidiaries in writing or, to the knowledge of the Company, orally, by any Governmental Authority. (b) To the knowledge of the Company, no event each of the brokers, customer representatives, managing general agents, solicitors, producers and agents employed by the Company or condition any of its subsidiaries offering, selling or soliciting insurance products or services for the Company or any of its subsidiaries (each, an "Insurance Representative") is, and has occurred been at all times such person has acted as an Insurance Representative for the Company or exists which would result any of its subsidiaries, duly registered with and/or licensed by the appropriate Governmental Authority in a violation of, breach, default or loss jurisdictions where such Insurance Representative conducts business of a benefit undernature requiring such registration and/or license and has been duly appointed by each entity for which it offers or sells such products or services, except where the failure to be so registered, licensed or acceleration appointed would not, individually or in the aggregate be material to the Company and its subsidiaries, taken as a whole. To the knowledge of an obligation the Company, no Insurance Representative has violated (with or without notice or the lapse of time or both) in any material respect any term or provision of any Law applicable to the broking, writing, sale or production of the business of the Company or any of its subsidiaries. (c) None of the Company or any of its subsidiaries underis a party to any market services agreement, any Company Permit (in each case, with or without notice or lapse of time or both), and no such suspension, cancellation, violation, breach, default, loss of a benefitplacement services agreement, or acceleration similar agreement providing for the payment of an obligation will result from the transactions contemplated by this Agreement (in each case, with contingent commissions to any broker or without notice or lapse of time or both). (c) To the knowledge of other insurance intermediary. All relevant payments due to the Company, neither the Company nor any of its subsidiaries, nor or any director, officer, agent or employee Insurance Representatives with respect to the business of the Company or any of its subsidiariessubsidiaries are described in the contracts, has (i) used any funds for unlawful contributions, gifts, entertainment forms of each variant of such contracts having been provided or other unlawful expenses related made available to political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns, or (iii) violated any applicable export control, money laundering or anti-terrorism law or regulation, nor have any of them otherwise taken any action which would cause the Company or any of its subsidiaries to be in violation of the Foreign Corrupt Practices Act of 1977Buyer.