Common use of Compliance with Laws; Licenses Clause in Contracts

Compliance with Laws; Licenses. (a) The Company, each of the Retained Subsidiaries and the Retained Business since the Applicable Date has not been, and is not being, conducted in violation of any applicable federal, state, local, foreign or transnational law, statute or ordinance, common law, or any rule or regulation, including the Export and Sanctions Regulations (collectively, “Laws”) or any order, judgment, injunction, ruling, writ, award or decree of any Governmental Entity (collectively, “Order”), except for such violations that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. To the Knowledge of the Company, no investigation or review by any Governmental Entity with respect to the Company, the Retained Subsidiaries or the Retained Business is pending or, as of the date of this Agreement, threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for such investigations or reviews the outcome of which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, after giving effect to the Separation, the Company and the Retained Subsidiaries possess each permit, license, certification, approval, registration, consent, authorization, franchise, concession, variance, exemption and order issued or granted by a Governmental Entity (collectively, “Licenses”) necessary to conduct the Retained Business as it is conducted as of the date of this Agreement.

Compliance with Laws; Licenses. (ai) The Company, each business of the Retained Company and its Subsidiaries and the Retained Business since the Applicable Date has not been, and is not being, conducted in violation of any applicable federal, state, local, local or foreign or transnational law, statute or ordinance, common law, law or any rule or rule, regulation, including the Export and Sanctions Regulations (collectivelyguideline, “Laws”) or any orderstandard, judgment, injunction, rulingorder, writ, award injunction, decree, arbitration award, agency requirement, license or decree permit of any Governmental Entity (collectively, “OrderLaws”), except for such violations that would not, individually or in the aggregate, reasonably be expected likely to have a Company Material Adverse Effect. To the Knowledge of the Company, no No investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is, to the Knowledge of the Company, the Retained Subsidiaries pending or the Retained Business is pending or, as of the date of this Agreement, threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for such investigations or reviews that would not, individually or in the outcome aggregate, reasonably be likely to have a Company Material Adverse Effect; provided, that such exception shall not apply to such investigations or reviews by the FCC or the Department of Justice. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Entity (“Licenses”) necessary to conduct its business as presently conducted, except those the absence of which would not, individually or in the aggregate, reasonably be expected likely to have a Company Material Adverse Effect. Except as would not, individually or in Effect (the aggregate, reasonably be expected to have a Company “Material Adverse Effect, after giving effect to the Separation, the Company and the Retained Subsidiaries possess each permit, license, certification, approval, registration, consent, authorization, franchise, concession, variance, exemption and order issued or granted by a Governmental Entity (collectively, “Licenses”) necessary to conduct the Retained Business as it is conducted as of the date of this Agreement).

Compliance with Laws; Licenses. (a) The Company, businesses of each of the Retained Company and its Subsidiaries and the Retained Business since the Applicable Date has are not been, and is not being, being conducted in violation of any applicable federal, state, local, local or foreign or transnational law, statute or ordinance, common law, or any rule or rule, regulation, including the Export and Sanctions Regulations standard, judgment, order, writ, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Entity currently in effect (collectively, “Laws”) or any order, judgment, injunction, ruling, writ, award or decree of any Governmental Entity (collectively, “Order”), except for such violations that that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect or prevent, materially delay or materially impair the consummation of the Transactions. To the knowledge of the executive officers of the Company, no investigation by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending, nor has any Governmental Entity provided written notice of an intention to conduct the same, except for those investigations which, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect or prevent, materially delay or materially impair the consummation of the Transactions. The Company and its Subsidiaries each has obtained and is in compliance with all permits, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Entity (“Licenses”) necessary to conduct its business as presently conducted, except those the absence of which, or where the failure to comply, would not, individually or in the aggregate, reasonably be expected to have result in a Company Material Adverse Effect. To Effect or prevent, materially delay or materially impair the Knowledge consummation of the Company, no investigation or review by any Governmental Entity with respect to the Company, the Retained Subsidiaries or the Retained Business is pending or, as of the date of this Agreement, threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for such investigations or reviews the outcome of which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, after giving effect to the Separation, the Company and the Retained Subsidiaries possess each permit, license, certification, approval, registration, consent, authorization, franchise, concession, variance, exemption and order issued or granted by a Governmental Entity (collectively, “Licenses”) necessary to conduct the Retained Business as it is conducted as of the date of this AgreementTransactions.

Compliance with Laws; Licenses. (ai) The Company, businesses of each of the Retained Company and its Subsidiaries and the Retained Business have not been since the Applicable Date has not beenDate, and is are not being, conducted in violation of any applicable federal, state, local, local or foreign or transnational law, statute or ordinance, common law, or any rule or rule, regulation, including the Export and Sanctions Regulations (collectively, “Laws”) or any orderstandard, judgment, injunction, rulingorder, writ, award injunction, decree, arbitration award, agency requirement, license or decree permit of any Governmental Entity (collectively, “Order”"Laws"), except for such violations that would notthat, individually or in the aggregate, are not reasonably be expected likely to have a Company Material Adverse Effect. To the Knowledge of the CompanyExcept with respect to regulatory matters covered by Section 6.5, no investigation or review by any Governmental Entity with respect to the Company, the Retained Company or any of its Subsidiaries or the Retained Business is pending or, as to the Knowledge of the date of this AgreementCompany, threatened, nor has the Company or any of its Subsidiaries received written notice from any Governmental Entity indicated stating an intention of such Governmental Entity to conduct the same, except for such investigations or reviews those the outcome of which would are not, individually or in the aggregate, reasonably be expected likely to have a Company Material Adverse Effect. Except Each of the Company and its Subsidiaries has obtained and is in compliance with all permits, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Entity ("Licenses") necessary to conduct its business as would presently conducted, except those the absence of which or the non-compliance with which are not, individually or in the aggregate, reasonably be expected likely to have a Company Material Adverse Effect, after giving effect to the Separation, the Company and the Retained Subsidiaries possess each permit, license, certification, approval, registration, consent, authorization, franchise, concession, variance, exemption and order issued or granted by a Governmental Entity (collectively, “Licenses”) necessary to conduct the Retained Business as it is conducted as of the date of this Agreement.

Compliance with Laws; Licenses. (ai) The Company, businesses of each of the Retained Company and its Subsidiaries and the Retained Business have not been since the Applicable Date has not beenDate, and is are not being, conducted in violation of any applicable federal, state, local, local or foreign or transnational law, statute or ordinance, common law, or any rule or rule, regulation, including the Export and Sanctions Regulations (collectively, “Laws”) or any orderstandard, judgment, injunction, rulingorder, writ, award injunction, decree, arbitration award, agency requirement, license or decree permit of any Governmental Entity (collectively, “OrderLaws”), except for such violations that would notthat, individually or in the aggregate, are not reasonably be expected likely to have a Company Material Adverse Effect. To the Knowledge of the CompanyExcept with respect to regulatory matters covered by Section 6.5, no investigation or review by any Governmental Entity with respect to the Company, the Retained Company or any of its Subsidiaries or the Retained Business is pending or, as to the Knowledge of the date of this AgreementCompany, threatened, nor has the Company or any of its Subsidiaries received written notice from any Governmental Entity indicated stating an intention of such Governmental Entity to conduct the same, except for such investigations or reviews those the outcome of which would are not, individually or in the aggregate, reasonably be expected likely to have a Company Material Adverse Effect. Except Each of the Company and its Subsidiaries has obtained and is in compliance with all permits, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Entity (“Licenses”) necessary to conduct its business as would presently conducted, except those the absence of which or the non-compliance with which are not, individually or in the aggregate, reasonably be expected likely to have a Company Material Adverse Effect, after giving effect to the Separation, the Company and the Retained Subsidiaries possess each permit, license, certification, approval, registration, consent, authorization, franchise, concession, variance, exemption and order issued or granted by a Governmental Entity (collectively, “Licenses”) necessary to conduct the Retained Business as it is conducted as of the date of this Agreement.