Common use of Special Representations Relating to FCC Authorizations, Etc Clause in Contracts

Special Representations Relating to FCC Authorizations, Etc. (a) The Borrower and its Restricted Subsidiaries hold all FCC Authorizations that are necessary or required for the Borrower and its Restricted Subsidiaries to conduct their business in the manner in which it is currently being conducted, except where the failure to do so would not have a Material Adverse Effect. Schedule 5.07 hereto lists each material FCC Authorization held by the Borrower or any Restricted Subsidiary as of the Closing Date. With respect to each Broadcast License issued by the FCC and listed on Schedule 5.07 hereto, the description includes the call sign, FCC identification number, community of license and the license expiration date. (b) All material FCC Authorizations held by the Borrower and its Restricted Subsidiaries are in full force and effect in accordance with their terms, with such exceptions as would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 5.07, and except for such matters as would not have a Material Adverse Effect, (i) neither the Borrower nor any Restricted Subsidiary has knowledge of any investigation, notice of apparent liability, notice of violation, notice of forfeiture or complaint issued by or filed with or before the FCC with respect to any material FCC Authorization (other than proceedings relating to the broadcast industry generally), and (ii) no event has occurred that has resulted in, or after notice or lapse of time or both would reasonably be expected to result in, revocation, suspension, material adverse modification, non-renewal, material impairment, material restriction or termination of, or material forfeiture with respect to, any material FCC authorization. For purposes of this Section 5.07, all references to material FCC Authorizations include all of the Broadcast Licenses. The Borrower and the Restricted Subsidiaries have timely filed all required reports and notices with the FCC and have paid all amounts due in timely fashion on account of fees and charges to the FCC, except where the failure to do so would not reasonably be expected to result in a Material Adverse Effect.

Special Representations Relating to FCC Authorizations, Etc. (a) The Parent Borrower and or its Restricted Subsidiaries hold all FCC Authorizations that are necessary or required for the Parent Borrower and its Restricted Subsidiaries to conduct their business in the manner in which it is currently being conducted, except where the failure to do so would not individually or in the aggregate have a Material Adverse Effect. Schedule 5.07 5.18 hereto lists each material FCC Authorization held by the Parent Borrower or any Restricted Subsidiary as of the Closing Specified Date. With respect to each Broadcast License issued by the FCC and listed on Schedule 5.07 5.18 hereto, the description includes the call sign, FCC identification number, community of license and the license expiration date. (b) All material FCC Authorizations held by the Parent Borrower and its Restricted Subsidiaries are in full force and effect in accordance with their terms, with such exceptions as would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 5.075.18, as of the Specified Date and except for such matters as would not individually or in the aggregate have a Material Adverse Effect, (i) neither the Parent Borrower nor any Restricted Subsidiary has knowledge of received any investigation, notice of apparent liability, notice of violation, notice order to show cause or other writing from the FCC, (ii) there is no proceeding pending or, to the knowledge of forfeiture or complaint issued the Parent Borrower, threatened by or filed with or before the FCC with respect relating to the Parent Borrower or any material Restricted Subsidiary or any Broadcast Station and (iii) to the knowledge of the Parent Borrower, no complaint or investigatory proceeding is pending before the FCC Authorization (other than rulemaking proceedings relating and proceedings of general applicability to the broadcast broadcasting industry generallyor substantial segments thereof), and (ii) no event has occurred that has resulted in, or after notice or lapse of time or both would reasonably be expected to result in, revocation, suspension, material adverse modification, non-renewal, material impairment, material restriction or termination of, or material forfeiture with respect to, any material FCC authorization. For purposes of this Section 5.07, all references to material FCC Authorizations include all of the Broadcast Licenses. The Parent Borrower and the Restricted Subsidiaries have timely filed all required reports and notices with the FCC and have paid all amounts due in timely fashion on account of fees and charges to the FCC, except where the failure to do so would could not reasonably be expected to result in a Material Adverse Effect. (c) Other than exceptions to any of the following that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) each of the Parent Borrower and the Restricted Subsidiaries has obtained and holds all Permits required for any property owned, leased or otherwise operated by such Person and for the operation of each of its businesses as presently conducted, (ii) all such Permits are in full force and effect, and each of the Parent Borrower and the Restricted Subsidiaries has performed all requirements of such Permits to the extent performance is due, (iii) no event has occurred which allows or results in, or after notice or lapse of time would allow or result in, revocation or termination by the issuer thereof or in any other impairment of the rights of the holder of any such Permit prior to the expiration of any stated term and (iv) none of such Permits contain any restrictions, either individually or in the aggregate, that are materially burdensome to the Parent Borrower or any of the Restricted Subsidiaries, or to the operation of any of their respective businesses or any property owned, leased or otherwise operated by such Person. (d) No consent or authorization of, filing with or Permit from, or other act by or in respect of, any Governmental Authority is required in connection with delivery, performance, validity or enforceability of this Agreement and the other Loan Documents, other than (i) the requirement under the Communications Laws that certain Loan Documents be filed with the FCC following the closing under the Merger Agreement and (ii) the consents, authorizations and filings contemplated by the Loan Documents.

Special Representations Relating to FCC Authorizations, Etc. (a) The Parent Borrower and or its Restricted Subsidiaries hold all FCC Authorizations that are necessary or required for the Parent Borrower and its Restricted Subsidiaries to conduct their business in the manner in which it is currently being conducted, except where the failure to do so would not individually or in the aggregate have a Material Adverse Effect. Schedule 5.07 5.18 hereto lists each material FCC Authorization held by the Parent Borrower or any Restricted Subsidiary as of the Closing Specified Date. With respect to each Broadcast License issued by the FCC and listed on Schedule 5.07 5.18 hereto, the description includes the call sign, FCC identification number, community of license and the license expiration date. (b) All material FCC Authorizations held by the Parent Borrower and its Restricted Subsidiaries are in full force and effect in accordance with their terms, with such exceptions as would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 5.075.18, as of the Specified Date and except for such matters as would not individually or in the aggregate have a Material Adverse Effect, (i) neither the Parent Borrower nor any Restricted Subsidiary has knowledge of received any investigation, notice of apparent liability, notice of violation, notice order to show cause or other writing from the FCC, (ii) there is no proceeding pending or, to the knowledge of forfeiture or complaint issued the Parent Borrower, threatened by or filed with or before the FCC with respect relating to the Parent Borrower or any material Restricted Subsidiary or any Broadcast Station, and (iii) to the knowledge of the Parent Borrower, no complaint or investigatory proceeding is pending before the FCC Authorization (other than rulemaking proceedings relating and proceedings of general applicability to the broadcast broadcasting industry generallyor substantial segments thereof), and (ii) no event has occurred that has resulted in, or after notice or lapse of time or both would reasonably be expected to result in, revocation, suspension, material adverse modification, non-renewal, material impairment, material restriction or termination of, or material forfeiture with respect to, any material FCC authorization. For purposes of this Section 5.07, all references to material FCC Authorizations include all of the Broadcast Licenses. The Parent Borrower and the Restricted Subsidiaries have timely filed all required reports and notices with the FCC and have paid all amounts due in timely fashion on account of fees and charges to the FCC, except where the failure to do so would could not reasonably be expected to result in a Material Adverse Effect.

Special Representations Relating to FCC Authorizations, Etc. (a) The Parent Borrower and or its Restricted Subsidiaries hold all FCC Authorizations that are necessary or required for the Parent Borrower and its Restricted Subsidiaries to conduct their business in the manner in which it is currently being conducted, except where the failure to do so would not individually or in the aggregate have a Material Adverse Effect. Schedule 5.07 5.18 hereto lists each material FCC Authorization held by the Parent Borrower or any Restricted Subsidiary as of the Closing Specified Date. With respect to each Broadcast License issued by the FCC and listed on Schedule 5.07 5.18 hereto, the description includes the call sign, FCC identification number, community of license and the license expiration date. (b) All material FCC Authorizations held by the Parent Borrower and its Restricted Subsidiaries are in full force and effect in accordance with their terms, with such exceptions as would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 5.075.18, as of the Specified Date and except for such matters as would not individually or in the aggregate have a Material Adverse Effect, (i) neither the Parent Borrower nor any Restricted Subsidiary has knowledge of received any investigation, notice of apparent liability, notice of violation, notice order to show cause or other writing from the FCC, (ii) there is no proceeding pending or, to the knowledge of forfeiture or complaint issued the Parent Borrower, threatened by or filed with or before the FCC with respect relating to the Parent Borrower or any material Restricted Subsidiary or any Broadcast Station, and (iii) to the knowledge of the Parent Borrower, no complaint or investigatory proceeding is pending before the FCC Authorization (other than rulemaking proceedings relating and proceedings of general applicability to the broadcast broadcasting industry generallyor substantial segments thereof), and (ii) no event has occurred that has resulted in, or after notice or lapse of time or both would reasonably be expected to result in, revocation, suspension, material adverse modification, non-renewal, material impairment, material restriction or termination of, or material forfeiture with respect to, any material FCC authorization. For purposes of this Section 5.07, all references to material FCC Authorizations include all of the Broadcast Licenses. The Parent Borrower and the Restricted Subsidiaries have timely filed all required reports and notices with the FCC and have paid all amounts due in timely fashion on account of fees and charges to the FCC, except where the failure to do so would could not reasonably be expected to result in a Material Adverse Effect. (c) Other than exceptions to any of the following that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) each of the Parent Borrower and the Restricted Subsidiaries has obtained and holds all Permits required for any property owned, leased or otherwise operated by such Person and for the operation of each of its businesses as presently conducted, (ii) all such Permits are in full force and effect, and each of the Parent Borrower and the Restricted Subsidiaries has performed all requirements of such Permits to the extent performance is due, (iii) no event has occurred which allows or results in, or after notice or lapse of time would allow or result in, revocation or termination by the issuer thereof or in any other impairment of the rights of the holder of any such Permit prior to the expiration of any stated term; and (iv) none of such Permits contain any restrictions, either individually or in the aggregate, that are materially burdensome to the Parent Borrower or any of the Restricted Subsidiaries, or to the operation of any of their respective businesses or any property owned, leased or otherwise operated by such Person. (d) No consent or authorization of, filing with or Permit from, or other act by or in respect of, any Governmental Authority is required in connection with delivery, performance, validity or enforceability of this Agreement and the other Loan Documents, other than (i) the requirement under the Communications Laws that certain Loan Documents be filed with the FCC following the closing under the Merger Agreement and (ii) the consents, authorizations and filings contemplated by the Loan Documents.

Special Representations Relating to FCC Authorizations, Etc. (a) The Parent Borrower and or its Restricted Subsidiaries hold all FCC Authorizations that are necessary or required for the Parent Borrower and its Restricted Subsidiaries to conduct their business in the manner in which it is currently being conducted, except where the failure to do so would not individually or in the aggregate have a Material Adverse Effect. Schedule 5.07 5.18 hereto lists each material FCC Authorization held by the Parent Borrower or any Restricted Subsidiary as of the Closing Date. With respect to each Broadcast License issued by the FCC and listed on Schedule 5.07 5.18 hereto, the description includes the call sign, FCC identification number, community of license and the license expiration date. (b) All material FCC Authorizations held by the Parent Borrower and its Restricted Subsidiaries are in full force and effect in accordance with their terms, with such exceptions as would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 5.075.18, as of the Closing Date and except for such matters as would not individually or in the aggregate have a Material Adverse Effect, (i) neither the Parent Borrower nor any Restricted Subsidiary has knowledge of received any investigation, notice of apparent liability, notice of violation, notice order to show cause or other writing from the FCC, (ii) there is no proceeding pending or, to the knowledge of forfeiture or complaint issued the Parent Borrower, threatened by or filed with or before the FCC with respect relating to the Parent Borrower or any material Restricted Subsidiary or any Broadcast Station, and (iii) to the knowledge of the Parent Borrower, no complaint or investigatory proceeding is pending before the FCC Authorization (other than rulemaking proceedings relating and proceedings of general applicability to the broadcast broadcasting industry generallyor substantial segments thereof), and (ii) no event has occurred that has resulted in, or after notice or lapse of time or both would reasonably be expected to result in, revocation, suspension, material adverse modification, non-renewal, material impairment, material restriction or termination of, or material forfeiture with respect to, any material FCC authorization. For purposes of this Section 5.07, all references to material FCC Authorizations include all of the Broadcast Licenses. The Parent Borrower and the Restricted Subsidiaries have timely filed all required reports and notices with the FCC and have paid all amounts due in timely fashion on account of fees and charges to the FCC, except where the failure to do so would could not reasonably be expected to result in a Material Adverse Effect. (c) Other than exceptions to any of the following that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) each of the Parent Borrower and the Restricted Subsidiaries has obtained and holds all Permits required for any property owned, leased or otherwise operated by such Person and for the operation of each of its businesses as presently conducted, (ii) all such Permits are in full force and effect, and each of the Parent Borrower and the Restricted Subsidiaries has performed all requirements of such Permits to the extent performance is due, (iii) no event has occurred which allows or results in, or after notice or lapse of time would allow or result in, revocation or termination by the issuer thereof or in any other impairment of the rights of the holder of any such Permit prior to the expiration of any stated term; and (iv) none of such Permits contains any restrictions, either individually or in the aggregate, that are materially burdensome to the Parent Borrower or any of the Restricted Subsidiaries, or to the operation of any of their respective businesses or any property owned, leased or otherwise operated by such Person. (d) No consent or authorization of, filing with or Permit from, or other act by or in respect of, any Governmental Authority is required in connection with delivery, performance, validity or enforceability of this Agreement and the other Loan Documents other than the consents, authorizations and filings contemplated by the Loan Documents.

Special Representations Relating to FCC Authorizations, Etc. (a) The Parent Borrower and or its Restricted Subsidiaries hold all FCC Authorizations that are necessary or required for the Parent Borrower and its Restricted Subsidiaries to conduct their business in the manner in which it is currently being conducted, except where the failure to do so would not individually or in the aggregate have a Material Adverse Effect. Schedule 5.07 5.18 hereto lists each material FCC Authorization held by the Parent Borrower or any Restricted Subsidiary as of the Closing Specified Date. With respect to each Broadcast License issued by the FCC and listed on Schedule 5.07 5.18 hereto, the description includes the call sign, FCC identification number, community of license and the license expiration date. (b) All material FCC Authorizations held by the Parent Borrower and its Restricted Subsidiaries are in full force and effect in accordance with their terms, with such exceptions as would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 5.075.18, as of the Specified Date and except for such matters as would not individually or in the aggregate have a Material Adverse Effect, (i) neither the Parent Borrower nor any Restricted Subsidiary has knowledge of received any investigation, notice of apparent liability, notice of violation, notice order to show cause or other writing from the FCC, (ii) there is no proceeding pending or, to the knowledge of forfeiture or complaint issued the Parent Borrower, threatened by or filed with or before the FCC with respect relating to the Parent Borrower or any material Restricted Subsidiary or any Broadcast Station, and (iii) to the knowledge of the Parent Borrower, no complaint or investigatory proceeding is pending before the FCC Authorization (other than rulemaking proceedings relating and proceedings of general applicability to the broadcast broadcasting industry generallyor substantial segments thereof), and (ii) no event has occurred that has resulted in, or after notice or lapse of time or both would reasonably be expected to result in, revocation, suspension, material adverse modification, non-renewal, material impairment, material restriction or termination of, or material forfeiture with respect to, any material FCC authorization. For purposes of this Section 5.07, all references to material FCC Authorizations include all of the Broadcast Licenses. The Parent Borrower and the Restricted Subsidiaries have timely filed all required reports and notices with the FCC and have paid all amounts due in timely fashion on account of fees and charges to the FCC, except where the failure to do so would could not reasonably be expected to result in a Material Adverse Effect. (c) Other than exceptions to any of the following that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) each of the Parent Borrower and the Restricted Subsidiaries has obtained and holds all Permits required for any property owned, leased or otherwise operated by such Person and for the operation of each of its businesses as presently conducted, (ii) all such Permits are in full force and effect, and each of the Parent Borrower and the Restricted Subsidiaries has performed all requirements of such Permits to the extent performance is due, (iii) no event has occurred which allows or results in, or after notice or lapse of time would allow or result in, revocation or termination by the issuer thereof or in any other impairment of the rights of the holder of any such Permit prior to the expiration of any stated term; and (iv) none of such Permits contains any restrictions, either individually or in the aggregate, that are materially burdensome to the Parent Borrower or any of the Restricted Subsidiaries, or to the operation of any of their respective businesses or any property owned, leased or otherwise operated by such Person. (d) No consent or authorization of, filing with or Permit from, or other act by or in respect of, any Governmental Authority is required in connection with delivery, performance, validity or enforceability of this Agreement and the other Loan Documents other than the consents, authorizations and filings contemplated by the Loan Documents.