Common use of Governmental Permits Clause in Contracts

Governmental Permits. Except as set forth on Schedule 3.4 and Schedule 3.10, as of the date hereof, the Company owns, holds or possesses all material licenses, franchises, permits, privileges, immunities, certificates, rights, exemptions, variances, orders, consents, approvals and other authorizations from a Governmental Entity (collectively, “Governmental Permits”) that are necessary to entitle it to own, lease, operate and use its properties or assets and to carry on and conduct its business as conducted as of the date hereof. Except as set forth on Schedule 3.10, the Company has complied in all material respects with all terms and conditions of the Governmental Permits. Except as set forth on Schedule 3.10, the Company has not received any written notice of any violation of any Governmental Permit. No suspension, cancellation or non-renewal of any Governmental Permit is pending or, to the Knowledge of Seller, threatened. Notwithstanding the foregoing, the representations and warranties contained in this Section 3.10 do not apply to Taxes, benefit plans and related matters or labor matters, which subject matters are addressed in their entirety and exclusively in Section 3.9 (Tax Matters), Section 3.16 (Employee Benefit Plans) and Section 3.17 (Labor Matters), respectively. Except as set forth on Schedule 3.10, since January 1, 2008, the Company has timely filed all forms, reports, registration statements, schedules and other documents, together with any amendments required to be made with respect thereto, that were required to be filed with any Securities Authority, and has paid all fees and assessments due and payable in connection therewith. The Company is duly registered as an investment advisor under the Advisers Act. To the Knowledge of Seller, all regulatory documents of the Company complied in all material respects with the requirements of the securities laws and the rules and regulations of the SEC promulgated thereunder applicable to such regulatory documents, and none of such regulatory documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not materially misleading.

Governmental Permits. Except as set forth on Schedule 3.4 and Schedule 3.10, as of the date hereof, the Company (a) The Tribune Sub owns, holds holds, or possesses the Tribune Station FCC Authorizations and all material other governmental licenses, franchises, permits, privileges, immunities, certificates, rights, exemptions, variances, orders, consents, approvals and other authorizations from a Governmental Entity (collectively, “Governmental Permits”) that which are necessary to entitle it to own, own or lease, operate and use its properties or assets the Tribune Station Assets and the Tribune Station and to carry on and conduct its business the Tribune Station Business as currently conducted (herein collectively referred to as "Tribune Station Governmental Permits"), except for such Tribune Station Governmental Permits which the failure to so own, hold or possess would not have a material adverse effect on the operations and financial condition of the Tribune Stations, individually and taken as a whole. Schedule 2.9(A)(1) sets forth a list and brief description of each such Tribune Station Governmental Permit held by the Tribune Sub as of the date hereofof this Agreement, except for such incidental licenses, permits and other authorizations which would be readily obtainable by any qualified applicant without undue burden in the event of any lapse, termination, cancellation or forfeiture thereof. Schedule 2.9(A)(2) sets forth a list of licenses and permits issued to the Tribune Sub by the FCC that are not used in connection with the operation of the Tribune Station. (b) Except as set forth in Schedule 2.9(B), the Tribune Sub has fulfilled and performed in all material respects its obligations under each of such Tribune Station Governmental Permits, and no event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a material breach or material default under any such Tribune Station Governmental Permit. No notice of cancellation, of default or of any dispute concerning any Tribune Station Governmental Permit, or of any event, condition or state of facts described in the preceding sentence, has been received by Tribune. Except as set forth on in Schedule 3.102.9(B), each of the Company has complied Tribune Station Governmental Permits is valid, subsisting and in full force and effect, and, subject to the receipt of the FCC Order, to the best knowledge of Tribune, may be assigned and transferred to the ▇▇▇▇▇▇▇▇ Sub in accordance with this Agreement and at the time of assignment to the ▇▇▇▇▇▇▇▇ Sub will be in full force and effect, in each case without (a) the occurrence of any breach, default or forfeiture of rights thereunder or (b) the consent, approval, or act of, or the making of any filing with, any Governmental Body or other party (other than the FCC as contemplated by Section 4.3). The Tribune Station is being operated in all material respects in accordance with all terms the Tribune Station FCC Authorizations and conditions of the Governmental Permits. Except as set forth on Schedule 3.10, the Company has not received any written notice of any violation of any Governmental Permit. No suspension, cancellation or non-renewal of any Governmental Permit is pending or, to the Knowledge of Seller, threatened. Notwithstanding the foregoing, the representations and warranties contained in this Section 3.10 do not apply to Taxes, benefit plans and related matters or labor matters, which subject matters are addressed in their entirety and exclusively in Section 3.9 (Tax Matters), Section 3.16 (Employee Benefit Plans) and Section 3.17 (Labor Matters), respectively. Except as set forth on Schedule 3.10, since January 1, 2008, the Company has timely filed all forms, reports, registration statements, schedules and other documents, together with any amendments required to be made with respect thereto, that were required to be filed with any Securities Authority, and has paid all fees and assessments due and payable in connection therewith. The Company is duly registered as an investment advisor under the Advisers Act. To the Knowledge of Seller, all regulatory documents of the Company complied compliance in all material respects with the requirements Communications Act, the rules and regulations thereunder, and all other laws and regulations, federal, state and local, applicable to the Tribune Station. Tribune has not received any notice of any violations of the securities laws Tribune Station FCC Authorizations, the Communications Act and the rules and regulations thereunder. There is no action by or before the FCC currently pending or, to the best knowledge of Tribune, threatened to revoke, cancel, rescind, modify or refuse to renew in the ordinary course any of the SEC promulgated thereunder applicable to such regulatory documents, and none of such regulatory documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not materially misleadingTribune Station FCC Authorizations.

Governmental Permits. Except as set forth on in Schedule 3.4 and Schedule 3.102.8, as of the date hereof, the Company Seller owns, holds or possesses the FCC Authorizations and all material other governmental licenses, franchises, permits, privileges, immunities, certificates, rights, exemptions, variances, orders, consents, approvals and other authorizations from a Governmental Entity (collectively, “Governmental Permits”) that which are necessary to entitle it to own, own or lease, operate and use its properties or assets the Purchased Assets and the Station and to carry on and conduct its the Station's business as currently conducted (herein collectively called "Governmental Permits"). Schedule 2.8 sets forth a list and brief description of each such Governmental Permit held by Seller as of the date hereofof this Agreement. Complete and correct copies of all of the Governmental Permits listed in Schedule 2.8 have heretofore been delivered to Buyer by Seller. Seller has fulfilled and performed in all material respects its obligations under each of such Governmental Permits, and no event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a breach or default under any such Governmental Permit. No notice of cancellation, of default or of any dispute concerning any Governmental Permit, or of any event, condition or state of facts described in the preceding sentence, has been received by Seller. Except as set forth on in Schedule 3.102.8, each of the Company has complied Governmental Permits is valid, subsisting and in full force and effect, and, subject to the receipt of the FCC Consent and any other necessary governmental consents, to the best of Seller's knowledge, may be assigned and transferred to Buyer in accordance with this Agreement and at the time of assignment to Buyer will be in full force and effect, in each case without (a) the occurrence of any breach, default or forfeiture of rights thereunder or (b) the consent, approval, or act of, or the making of any filing with, any other governmental body, regulatory commission or other party. The Station is being operated in all material respects in accordance with all terms the FCC Authorizations and conditions of the Governmental Permits. Except as set forth on Schedule 3.10, the Company has not received any written notice of any violation of any Governmental Permit. No suspension, cancellation or non-renewal of any Governmental Permit is pending or, to the Knowledge of Seller, threatened. Notwithstanding the foregoing, the representations and warranties contained in this Section 3.10 do not apply to Taxes, benefit plans and related matters or labor matters, which subject matters are addressed in their entirety and exclusively in Section 3.9 (Tax Matters), Section 3.16 (Employee Benefit Plans) and Section 3.17 (Labor Matters), respectively. Except as set forth on Schedule 3.10, since January 1, 2008, the Company has timely filed all forms, reports, registration statements, schedules and other documents, together with any amendments required to be made with respect thereto, that were required to be filed with any Securities Authority, and has paid all fees and assessments due and payable in connection therewith. The Company is duly registered as an investment advisor under the Advisers Act. To the Knowledge of Seller, all regulatory documents of the Company complied compliance in all material respects with the requirements of the securities laws and Communications Act, the rules and regulations thereunder, and all other laws and regulations, federal, state and local, applicable to the Station. Seller has not received any notice of any violations of the SEC promulgated FCC Authorizations, the Communications Act, the rules and regulations thereunder or any other applicable laws and regulations. There is no action by or before the FCC currently pending or, to such regulatory documentsthe best of Seller's knowledge, and none of such regulatory documentsthreatened to revoke, as of their respective datescancel, contained rescind, modify or refuse to renew in the ordinary course any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not materially misleadingFCC Authorizations.

Governmental Permits. Except as set forth on Schedule 3.4 and Schedule 3.10, as of the date hereof, the Company Seller owns, holds or possesses possesses, or upon consummation of the Exchange Transaction will own, hold or possess, the FCC Authorizations and all material other governmental licenses, franchises, permits, privileges, immunities, certificates, rights, exemptions, variances, orders, consents, approvals and other authorizations from a Governmental Entity (collectively, “Governmental Permits”) that which are necessary to entitle it to own, own or lease, operate and use its properties or assets the Purchased Assets and to carry on and conduct its the business of the Stations as currently conducted (herein collectively called "Governmental Permits"), except for such Governmental Permits which the failure to so own, hold or possess would not have a material adverse effect on the operations and financial condition of the Stations taken as a whole. Schedule 2.8 sets forth a list and brief description of each such Governmental Permit held by Seller as of the date hereofof this Agreement with respect to the Owned Station and each such Governmental Permit disclosed to Seller by Entercom pursuant to the Exchange Agreement or otherwise with respect to the Purchased Stations, except for such incidental licenses, permits and other authorizations which would be readily obtainable by any qualified applicant without undue burden in the event of any lapse, termination, cancellation or forfeiture thereof. Schedule 2.8 includes a list of all FCC Authorizations with respect to the Owned Stations and, to the knowledge of Seller, all FCC Authorizations with respect to the Purchased Stations. Except as set forth on in Schedule 3.102.8, (i) Seller has fulfilled and performed its obligations under each of such Governmental Permits, and no event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a breach or default under any such Governmental Permit, (ii) no notice of cancellation, of default or of any dispute concerning any Governmental Permit, or of any event, condition or state of facts described in the Company preceding clause (i), has complied in all material respects with all terms and conditions been received by Seller, (iii) each of the Governmental PermitsPermits is valid, subsisting and in full force and effect and, subject to the receipt of the FCC Consent and consummation of the Exchange Transaction, may be assigned and transferred to Buyer in accordance with this Agreement and will continue in full force and effect thereafter, in each case without (A) the occurrence of any breach, default or forfeiture of rights thereunder or (B) the consent, approval, or act of, or the making of any filing with, any governmental body, regulatory commission or other party (other than the FCC as contemplated by Section 4.3); and (iv) the Stations are being operated in accordance with the FCC Authorizations. Except as set forth on in Schedule 3.102.8, the Company has Seller is not received any written notice aware of any violation reason why the FCC Authorizations would not be renewed in the ordinary course for a full term without material qualifications or of any Governmental Permitreason why any of the FCC Authorizations might be revoked. No suspension, cancellation or non-renewal of any Governmental Permit is pending orFCC Authorization would constitute a major environmental action under the rules of the FCC. There are no facts which, under the Communications Act or the existing rules of the FCC, would disqualify Seller from assigning the FCC Authorizations or from consummating the transactions contemplated herein within the times contemplated herein. Seller maintains appropriate public inspection files at the Owned Stations' studios, and to the Knowledge knowledge of Seller, threatened. Notwithstanding appropriate public inspection files are maintained at the foregoing, the representations and warranties contained in this Section 3.10 do not apply to Taxes, benefit plans and related matters or labor matters, which subject matters are addressed in their entirety and exclusively in Section 3.9 (Tax Matters), Section 3.16 (Employee Benefit Plans) and Section 3.17 (Labor Matters), respectively. Except as set forth on Schedule 3.10, since January 1, 2008, the Company has timely filed all forms, reports, registration statements, schedules and other documents, together with any amendments required to be made with respect thereto, that were required to be filed with any Securities Authority, and has paid all fees and assessments due and payable in connection therewith. The Company is duly registered as an investment advisor under the Advisers Act. To the Knowledge of Seller, all regulatory documents of the Company complied in all material respects with the requirements of the securities laws and the rules and regulations of the SEC promulgated thereunder applicable to such regulatory documents, and none of such regulatory documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements thereinPurchased Stations' studio, in light of the circumstances under which they were made, not materially misleadingaccordance with FCC rules.

Governmental Permits. Except as set forth on Schedule 3.4 and Schedule 3.10, as of the date hereof, the Company (a) Emmis License owns, holds or possesses the Emmis Denver FCC Authorizations, and the Emmis Entities own, hold or possess all material other licenses, franchises, permits, privileges, immunities, certificates, rights, exemptions, variances, orders, consents, approvals and other authorizations from a Governmental Entity (collectively, “Governmental Permits”) Body that are necessary to entitle it them to own, own or lease, operate and use its properties or assets the Purchased Assets and to carry on and conduct its business the Business substantially as conducted immediately prior to the date of this Agreement, except for such Governmental Permits as to which the failure to so own, hold or possess would not have a Material Adverse Effect (herein collectively called “Governmental Permits”). Schedule 3.9(a) sets forth a list and brief description of each such Governmental Permit held by each Emmis Entity as of the date hereofof this Agreement. (b) Except as set forth in Schedule 3.9(b), each Emmis Entity has fulfilled and performed in all material respects --------------- its obligations under each of the Governmental Permits, and no event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a material breach or material default under any such Governmental Permit. No notice of cancellation, of default or of any dispute concerning any Governmental Permit, or of any event, condition or state of facts described in the preceding sentence, has been received by either Emmis Entity. Except as set forth in Schedule 3.9(b), each of the Governmental Permits is valid, subsisting and in full --------------- force and effect, and, subject to the receipt of the FCC Consent, to the Knowledge of the Emmis Entities, may be assigned and transferred to the Buyer in accordance with this Agreement and at the time of assignment to the Buyer will be in full force and effect, in each case without (a) the occurrence of any breach, default or forfeiture of rights thereunder or (b) the consent, approval or act of, or the making of any filing with, any Governmental Body or other party (other than the FCC as contemplated by Section 5.3). Except as set forth on Schedule 3.103.9(b), the Company has complied Station is being operated in all ----------- --------------- material respects in accordance with the Emmis Denver FCC Authorizations and in compliance in all material respects with all terms and conditions of the Governmental Permits. Except as set forth on Schedule 3.10Communications Act, the Company rules and regulations thereunder, and all other laws and regulations, federal, state and local, applicable to the Station. Neither Emmis Entity has not received any written notice of any violation violations of any Governmental Permitthe Emmis Denver FCC Authorizations, the Communications Act or the rules and regulations thereunder relating to the Station. No suspension, cancellation There is no action by or non-renewal of any Governmental Permit is before the FCC currently pending or, to the Knowledge of Sellerthe Emmis Entities, threatened. Notwithstanding threatened to revoke, cancel, rescind, modify or refuse to renew in the foregoing, the representations and warranties contained in this Section 3.10 do not apply to Taxes, benefit plans and related matters or labor matters, which subject matters are addressed in their entirety and exclusively in Section 3.9 (Tax Matters), Section 3.16 (Employee Benefit Plans) and Section 3.17 (Labor Matters), respectively. Except as set forth on Schedule 3.10, since January 1, 2008, the Company has timely filed all forms, reports, registration statements, schedules and other documents, together with ordinary course any amendments required to be made with respect thereto, that were required to be filed with any Securities Authority, and has paid all fees and assessments due and payable in connection therewith. The Company is duly registered as an investment advisor under the Advisers Act. To the Knowledge of Seller, all regulatory documents of the Company complied in all material respects with the requirements of the securities laws and the rules and regulations of the SEC promulgated thereunder applicable to such regulatory documents, and none of such regulatory documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not materially misleadingEmmis Denver FCC Authorizations.

Governmental Permits. Except as set forth on Schedule 3.4 and Schedule 3.10, as of the date hereof, the (a) The Company owns, holds or possesses all material licenses, franchises, permits, privileges, immunities, certificates, rights, exemptions, variances, orders, consents, approvals and other authorizations from a Governmental Entity (collectively, “Governmental Permits”) that Bodies which are necessary to entitle it to own, own or lease, operate and use its properties or assets and to carry on and conduct its business substantially as conducted currently conducted, except for those as to which the failure to so own, hold or possess would not have a Material Adverse Effect on the Company (herein collectively called "Governmental Permits"). Schedule 5.9(a) sets forth a list of such Governmental Permits, except for such incidental licenses, permits and other authorizations which would be readily obtainable by any qualified applicant without undue burden in the event of any lapse, termination, cancellation or forfeiture thereof. Complete and correct copies of all of the date hereof. Governmental Permits have heretofore been delivered to Parent. (b) Except as set forth on in Schedule 3.105.9(b), (i) the Company has complied fulfilled and performed in all material respects with all terms and conditions its obligations under each of the Governmental Permits. Except as set forth on Schedule 3.10, and to the Company's knowledge, no event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a breach or default in any material respect under any such Governmental Permit or which permits or, after notice or lapse of time or both, would permit revocation or termination of any such Governmental Permit, or which could reasonably be expected to adversely affect in any material respect the rights of the Company has under any such Govern- mental Permit, except in each case such as would not received any have a Material Adverse Effect on the Company; (ii) no written notice of any violation cancellation, of default or of any Governmental Permit. No suspension, cancellation or non-renewal of material dispute concerning any Governmental Permit except in each case such as would not have a Material Adverse Effect on the Company, or of any event, condition or state of facts described in the preceding clause, has been received by, or is pending or, to the Knowledge of Seller, threatened. Notwithstanding the foregoingknown to, the representations Company; and warranties contained in this Section 3.10 do (iii) except to an extent that would not apply to Taxeshave a Material Adverse Effect on the Company, benefit plans and related matters or labor matters, which subject matters are addressed in their entirety and exclusively in Section 3.9 (Tax Matters), Section 3.16 (Employee Benefit Plans) and Section 3.17 (Labor Matters), respectively. Except as set forth on Schedule 3.10, since January 1, 2008, the Company has timely filed all forms, reports, registration statements, schedules and other documents, together with any amendments required to be made with respect thereto, that were required to be filed with any Securities Authority, and has paid all fees and assessments due and payable in connection therewith. The Company is duly registered as an investment advisor under the Advisers Act. To the Knowledge of Seller, all regulatory documents each of the Company complied Governmental Permits is valid, subsisting and in all material respects with full force and effect and will continue in full force and effect after the requirements Effective Date of the securities laws and the rules and regulations of the SEC promulgated thereunder applicable to such regulatory documents, and none of such regulatory documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements thereinMerger, in light each case without (x) the occurrence of any breach, default or forfeiture of rights thereunder, or (y) the circumstances under which they were madeconsent, not materially misleadingapproval, or act of, or the making of any filing with, any Governmental Body.

Governmental Permits. Except as set forth on Schedule 3.4 and Schedule 3.10, as of the date hereof, the Company (a) The Seller owns, holds or possesses -------------------- all material licenses, franchises, permits, privileges, immunities, certificates, rights, exemptions, variances, orders, consents, approvals and other authorizations from a Governmental Entity (collectively, “Governmental Permits”) that Body which are necessary to entitle it to own, own or lease, operate and use its properties the Purchased Assets (herein collectively called "Governmental Permits", except where the failure to own, hold or assets possess -------------------- the Governmental Permits would not have a Material Adverse Effect on the Purchased Assets. The Disclosure Schedule sets forth a list of each such Governmental Permit, except for such incidental licenses, permits and to carry on and conduct its business as conducted as other authorizations which would be readily obtainable by any qualified applicant without undue burden in the event of any lapse, termination, cancellation or forfeiture thereof. To the date hereof. Except as set forth on Schedule 3.10extent assignable, the Company Governmental Permits are being assigned to the Buyer pursuant to the Instrument of Assignment and Assumption. (i) the Seller has complied fulfilled and performed its obligations in all material respects with all terms and conditions under each of the Governmental Permits. Except as set forth on Schedule 3.10, and to the Company Seller's knowledge no event has not received occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a breach or default under any written such Governmental Permit or which permits or, after notice or lapse of time or both, would permit revocation or termination of any such Governmental Permit, or which might adversely affect the rights of the Seller under any such Governmental Permit; (ii) no notice of cancellation, of default or of any violation of dispute concerning any Governmental Permit. No suspension, cancellation or non-renewal of any Governmental Permit event, condition or state of facts described in the preceding clause, has been received by, or is pending or, to the Knowledge of Seller, threatened. Notwithstanding the foregoingknown to, the representations Seller; and warranties contained in this Section 3.10 do not apply to Taxes, benefit plans and related matters or labor matters, which subject matters are addressed in their entirety and exclusively in Section 3.9 (Tax Matters), Section 3.16 (Employee Benefit Plansiii) and Section 3.17 (Labor Matters), respectively. Except as set forth on Schedule 3.10, since January 1, 2008, the Company has timely filed all forms, reports, registration statements, schedules and other documents, together with any amendments required to be made with respect thereto, that were required to be filed with any Securities Authority, and has paid all fees and assessments due and payable in connection therewith. The Company is duly registered as an investment advisor under the Advisers Act. To the Knowledge of Seller, all regulatory documents each of the Company complied Governmental Permits is valid, subsisting and in all material respects with the requirements of the securities laws full force and the rules and regulations of the SEC promulgated thereunder applicable to such regulatory documents, and none of such regulatory documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not materially misleadingeffect.

Governmental Permits. Except as set forth on Schedule 3.4 and Schedule 3.10in SCHEDULE 5.9, as of Comdata or the date hereof, the Company Gaming Subsidiary owns, holds or possesses all material licenses, franchises, permits, privileges, immunities, certificates, rights, exemptions, variances, orders, consents, approvals and other authorizations from a Governmental Entity (collectively, “Governmental Permits”) that Body which are necessary to entitle it to own, own or lease, operate and use its properties or assets the Purchased Gaming Assets and to carry on and conduct its business the Gaming Business substantially as currently conducted (herein collectively called "GAMING BUSINESS GOVERNMENTAL PERMITS"), except for such Governmental Permits as to which the failure to so own, hold or possess would not have a material adverse effect on the Purchased Gaming Assets, the Gaming Business or the operations, liabilities, profits, prospects or condition (financial or otherwise) of the date hereofGaming Business. SCHEDULE 5.9 sets forth a list and brief description of each Gaming Business Governmental Permit. Complete and correct copies of all of the Gaming Business Governmental Permits have heretofore been delivered by Comdata to IPS. Except as set forth on Schedule 3.10in SCHEDULE 5.9, (i) Comdata or the Company Gaming Subsidiary has complied in all material respects with all terms fulfilled and conditions performed its obligations under each of the Gaming Business Governmental Permits. Except as set forth on Schedule 3.10, the Company has not received any written notice of any violation of any Governmental Permit. No suspension, cancellation or non-renewal of any Governmental Permit is pending orand, to the Knowledge knowledge of SellerComdata or the Gaming Subsidiary, threatened. Notwithstanding no event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a breach or default under any such Gaming Business Governmental Permit or which permits or, after notice or lapse of time or both, would permit revocation or termination of any such Gaming Business Governmental Permit, or which might adversely affect the foregoingrights of Comdata or the Gaming Subsidiary under any such Gaming Business Governmental Permit; (ii) no notice of cancellation, of default or of any dispute concerning any Gaming Business Governmental Permit, or of any event, condition or state of facts described in the representations preceding clause, has been received by, or is known to, Comdata or the Gaming Subsidiary; and warranties contained in this Section 3.10 do not apply to Taxes, benefit plans and related matters or labor matters, which subject matters are addressed in their entirety and exclusively in Section 3.9 (Tax Matters), Section 3.16 (Employee Benefit Plansiii) and Section 3.17 (Labor Matters), respectively. Except as set forth on Schedule 3.10, since January 1, 2008, the Company has timely filed all forms, reports, registration statements, schedules and other documents, together with any amendments required to be made with respect thereto, that were required to be filed with any Securities Authority, and has paid all fees and assessments due and payable in connection therewith. The Company is duly registered as an investment advisor under the Advisers Act. To the Knowledge of Seller, all regulatory documents each of the Company complied Gaming Business Governmental Permits is valid, subsisting and in all material respects with the requirements of the securities laws full force and the rules and regulations of the SEC promulgated thereunder applicable to such regulatory documents, and none of such regulatory documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not materially misleadingeffect.

Governmental Permits. Except as set forth on Schedule 3.4 and Schedule 3.10in SCHEDULE 6.9, as of NTS or the date hereof, the Company NTS Subsidiary owns, holds or possesses all material licenses, franchises, permits, privileges, immunities, certificates, rights, exemptions, variances, orders, consents, approvals and other authorizations from a Governmental Entity (collectively, “Governmental Permits”) that Body which are necessary to entitle it to own, own or lease, operate and use its properties or assets the Purchased NTS Assets and to carry on and conduct its business the NTS Business substantially as currently conducted (herein collectively called "NTS GOVERNMENTAL PERMITS"), except for such Governmental Permits as to which the failure to so own, hold or possess would not have a material adverse effect on the Purchased NTS Assets, the NTS Business or the operations, liabilities, profits, prospects or condition (financial or otherwise) of NTS or the NTS Subsidiary. SCHEDULE 6.9 sets forth a list and brief description of each Governmental Permit. Complete and correct copies of all of the date hereofNTS Governmental Permits have heretofore been delivered by IPS to Comdata. Except as set forth on Schedule 3.10in SCHEDULE 6.9, (i) NTS or the Company NTS Subsidiary has complied in all material respects with all terms fulfilled and conditions performed its obligations under each of the NTS Governmental Permits. Except as set forth on Schedule 3.10Permits and to the knowledge of IPS, NTS or the Company NTS Subsidiary, no event has not received occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a breach or default under any written such NTS Governmental Permit or which permits or, after notice or lapse of time or both, would permit revocation or termination of any such NTS Governmental Permit, or which might adversely affect the rights of NTS or the NTS Subsidiary under any such NTS Governmental Permit; (ii) no notice of any violation cancellation, of default or of any dispute concerning any NTS Governmental Permit. No suspension, cancellation or non-renewal of any Governmental Permit event, condition or state of facts described in the preceding clause, has been received by, or is pending orknown to, to IPS, NTS or the Knowledge of Seller, threatened. Notwithstanding the foregoing, the representations NTS Subsidiary; and warranties contained in this Section 3.10 do not apply to Taxes, benefit plans and related matters or labor matters, which subject matters are addressed in their entirety and exclusively in Section 3.9 (Tax Matters), Section 3.16 (Employee Benefit Plansiii) and Section 3.17 (Labor Matters), respectively. Except as set forth on Schedule 3.10, since January 1, 2008, the Company has timely filed all forms, reports, registration statements, schedules and other documents, together with any amendments required to be made with respect thereto, that were required to be filed with any Securities Authority, and has paid all fees and assessments due and payable in connection therewith. The Company is duly registered as an investment advisor under the Advisers Act. To the Knowledge of Seller, all regulatory documents each of the Company complied NTS Governmental Permits is valid, subsisting and in all material respects with the requirements of the securities laws full force and the rules and regulations of the SEC promulgated thereunder applicable to such regulatory documents, and none of such regulatory documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not materially misleadingeffect.

Governmental Permits. Except as set Schedule ‎5.18 sets forth on Schedule 3.4 a complete and Schedule 3.10, as correct list of all Governmental Permits used in the operation of the date hereof, Business or otherwise held by the Company. The Company owns, holds possesses or possesses lawfully uses in the operation of the Business, all material licenses, franchises, permits, privileges, immunities, certificates, rights, exemptions, variances, orders, consents, approvals and other authorizations from a Governmental Entity (collectively, “Governmental Permits”) that Permits which are necessary to entitle it conduct the Business as now or previously conducted by them or to own, lease, operate and use its properties or assets and to carry on and conduct its business as conducted as the ownership of the date hereofAssets now or previously owned by them, free and clear of all Liens except Permitted Liens. The Company is not in Default, nor has it received any written notice of, nor is the Company or any Seller aware of, any claim of Default, with respect to any such Governmental Permits. The Company has been operated in compliance with all such Governmental Permits. All such Governmental Permits are valid and in full force and effect. Except as set forth on Schedule 3.10‎5.18, all such Governmental Permits are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine filing fees and will not be adversely affected by the completion of the Transactions. The Company has complied filed such timely and complete renewal applications as may be required by it with respect to such Governmental Permits and has paid all renewal fees in all material respects with all terms and conditions of full, to the Governmental Permitsextent that they have come due. Except as set forth on Schedule 3.10, the The Company has not received any written notice of any violation of any Governmental Permit. No suspension, cancellation or non-renewal notification of any Governmental Permit is pending orrevocation, cancellation, limitation, modification, lapse, suspension, integrity review, withdrawal or other adverse action (collectively “Governmental Permit Action”), and to the Knowledge of the Company or any Seller, no Governmental Permit Action is or has been threatened, undertaken, under investigation, or is pending. Notwithstanding No occurrence or event has occurred that could reasonably result in a Governmental Permit Action. No present or former shareholder, director, officer, contractor, agent or employee of the foregoingCompany, the representations and warranties contained or any other Person owns or has any proprietary, financial or other interest (direct or indirect) in this Section 3.10 do not apply to Taxes, benefit plans and related matters or labor matters, any Governmental Permits which subject matters are addressed in their entirety and exclusively in Section 3.9 (Tax Matters), Section 3.16 (Employee Benefit Plans) and Section 3.17 (Labor Matters), respectively. Except as set forth on Schedule 3.10, since January 1, 2008, the Company has timely filed all formsnow or previously owned, reports, registration statements, schedules and other documents, together with any amendments required to be made with respect thereto, that were required to be filed with any Securities Authority, and has paid all fees and assessments due and payable in connection therewith. The Company is duly registered as an investment advisor under the Advisers Act. To the Knowledge of Seller, all regulatory documents of the Company complied in all material respects with the requirements of the securities laws and the rules and regulations of the SEC promulgated thereunder applicable to such regulatory documents, and none of such regulatory documents, as of their respective dates, contained any untrue statement of a material fact possessed or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not materially misleadingused.

Governmental Permits. (a) Except as set forth on Schedule 3.4 and Schedule 3.105.9(A), as for all of the date hereofOwned Real Property, the Company each Seller owns, holds holds, possesses or possesses has applied or will apply for (as set forth on the Engineers’ Certificates identified on Schedule 5.9(A)) all material licenses, franchises, permits, privileges, immunities, certificatesapprovals and other authorizations from a Governmental Body which are necessary to entitle it to own or lease, rightsconstruct improvements, exemptionsoperate and use its assets and to carry on and conduct the Business as currently conducted (collectively, variancesthe “Owned Property Governmental Permits”), ordersexcept where the failure to hold such Owned Property Governmental Permit could not reasonably be expected to have a Material Adverse Effect. Schedule 5.9(A) also separately sets forth, consentswith respect to each Owned Real Property, a list and brief description of (i) each Owned Property Governmental Permit, specifying with respect to each such Owned Property Governmental Permit whether such Owned Property Governmental Permit has been applied for and obtained or for which an application is pending and (ii) each Owned Property Governmental Permit owned, held or possessed by any Seller or a party acting on its behalf and used in connection with the Owned Real Property. Complete and correct copies of all of the Owned Property Governmental Permits that have been obtained by each Seller and relating to the Owned Real Property have heretofore been delivered to Buyer by Sellers. (b) Except as set forth on Schedule 5.9(B), (i) each Seller has fulfilled and performed in all respects all of its obligations under each of the Owned Property Governmental Permits that are required to have been performed as of the date hereof, and, to the Knowledge of each Seller, no event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a breach or default under any such Owned Property Governmental Permit or which permits or, after notice or lapse of time or both, would permit revocation or termination of any such Owned Property Governmental Permit, or which might adversely affect the rights of any Seller under any such Owned Property Governmental Permit, except where the failure to fulfill or perform its obligations could not reasonably be expected to have a Material Adverse Effect; (ii) no notice of cancellation, of default or of any dispute concerning any Owned Property Governmental Permit, or of any event, condition or state of facts described in the preceding clause, has been received by, or is Known to, any Seller; and (iii) each Owned Property Governmental Permit is valid, subsisting and in full force and effect and may, upon the proper application and governmental approval, be assigned and transferred to Buyer in accordance with this Agreement and will continue in full force and effect thereafter, in each case without the occurrence of any breach, default or forfeiture of rights thereunder. (c) The governmental permits listed on Schedule 5.9(A) collectively constitute all of the Owned Property Governmental Permits necessary to permit the applicable Seller to lawfully conduct and operate the Business for its Owned Real Property in the manner in which it currently conducts and operates such Business and to permit such Seller to own and use the Purchased Assets for such Owned Real Property in the manner in which it currently owns and uses such Purchased Assets. (d) Except as set forth on Schedule 5.9(D), for all of the Optioned Real Property, the owner of such Optioned Real Property or a party acting on its behalf owns, holds or possesses all licenses, franchises, permits, privileges, immunities, approvals and other authorizations from a Governmental Entity (collectively, “Governmental Permits”) that Body which are necessary to entitle it to owndeliver Fully Entitled Lots to Sellers under the agreements existing between such property owner and Sellers (collectively, leasethe “Option Governmental Permits”), operate except where the failure to hold such Option Governmental Permit could not reasonably be expected to have a Material Adverse Effect. Schedule 5.9(D) also separately sets forth, with respect to each Optioned Real Property, a list and use brief description of (i) each Option Governmental Permit, specifying with respect to each such Option Governmental Permit whether such Option Governmental Permit has been applied for and obtained or for which an application is pending and (ii) each Option Governmental Permit owned, held or possessed by each such property owner or a party acting on its properties or assets behalf and to carry on used in connection with the Optioned Real Property. Complete and conduct its business as conducted as correct copies of all of the date hereof. Option Governmental Permits that have been obtained by and relating to the Optioned Real Property have heretofore been delivered to Buyer by Sellers. (e) Except as set forth on Schedule 3.10, the Company has complied in all material respects with all terms and conditions of the Governmental Permits. Except as set forth on Schedule 3.10, the Company has not received any written notice of any violation of any Governmental Permit. No suspension, cancellation or non-renewal of any Governmental Permit is pending or5.9(E), to the Knowledge of Seller, threatened. Notwithstanding Sellers (i) the foregoing, owners of all of the representations Optioned Real Property have fulfilled and warranties contained performed in this Section 3.10 do not apply to Taxes, benefit plans and related matters or labor matters, which subject matters all respects all of their obligations under each of the Option Governmental Permits that are addressed in their entirety and exclusively in Section 3.9 (Tax Matters), Section 3.16 (Employee Benefit Plans) and Section 3.17 (Labor Matters), respectively. Except as set forth on Schedule 3.10, since January 1, 2008, the Company has timely filed all forms, reports, registration statements, schedules and other documents, together with any amendments required to be made with respect theretohave been performed as of the date hereof, that were required and, to be filed with any Securities Authority, and has paid all fees and assessments due and payable in connection therewith. The Company is duly registered as an investment advisor under the Advisers Act. To the Knowledge of each Seller, no event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a breach or default under any such Option Governmental Permit or which permits or, after notice or lapse of time or both, would permit revocation or termination of any such Option Governmental Permit, or which might adversely affect the rights of any Seller under any such Option Governmental Permit, except where the failure to fulfill or perform its obligations could not reasonably be expected to have a Material Adverse Effect; (ii) no notice of cancellation, of default or of any dispute concerning any Option Governmental Permit, or of any event, condition or state of facts described in the preceding clause, has been received by, or is Known to, any Seller; and (iii) each Option Governmental Permit is valid, subsisting and in full force and effect. (f) The Option Governmental Permits listed on Schedule 5.9(D) collectively constitute all regulatory documents of the Company complied Option Governmental Permits necessary to permit the applicable Seller to lawfully conduct and operate the Business for the Optioned Real Property in all material respects with the requirements of manner in which it currently conducts and operates such Business and to permit such Seller to own and use the securities laws Purchased Assets for such Optioned Real Property in the manner in which it currently owns and the rules and regulations of the SEC promulgated thereunder applicable to uses such regulatory documents, and none of such regulatory documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not materially misleadingPurchased Assets.

Governmental Permits. Except as set forth on Schedule 3.4 and Schedule 3.10(a) Sellers own, as of the date hereof, the Company owns, holds hold or possesses possess all material licenses, franchises, permits, privileges, immunities, certificates, rights, exemptions, variances, orders, consents, approvals and other authorizations from a Governmental Entity (collectively, “Governmental Permits”) that Body which are necessary to entitle it them to own, own or lease, operate and use its properties or assets the Purchased Assets and to carry on and conduct its business the Business substantially as conducted currently conducted, including the licenses and permits to sell liquor (collectively, the "Governmental Permits"), except for such Governmental Permits as to which the failure to so own, hold or possess would not have a material adverse effect on the Purchased Assets, the Business or the operations, liabilities, profits, prospects or condition (financial or otherwise) of either Division. SCHEDULE 5.9 sets forth a list and brief description of each Governmental Permit, except for such incidental licenses, permits and other authorizations which would be readily obtainable by any qualified applicant without undue burden in the event of any lapse, termination, cancellation or forfeiture thereof. Complete and correct copies of all of the date hereof. Governmental Permits have heretofore been delivered to Buyer by Sellers. (b) Except as set forth on Schedule 3.10in SCHEDULE 5.9, the Company (i) each Seller has complied in all material respects with all terms fulfilled and conditions performed its obligations under each of the Governmental Permits. Except as set forth on Schedule 3.10, and no event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a breach or default under any such Governmental Permit or which permits or, after notice or lapse of time or both, would permit revocation or termination of any such Governmental Permit, or which might adversely affect the Company has not received rights of any written Seller under any such Governmental Permit; (ii) no notice of cancellation, of default or of any violation of dispute concerning any Governmental Permit. No suspension, cancellation or non-renewal of any Governmental Permit event, condition or state of facts described in the preceding clause, has been received by, or is pending orknown to, to the Knowledge of any Seller, threatened. Notwithstanding the foregoing, the representations ; and warranties contained in this Section 3.10 do not apply to Taxes, benefit plans and related matters or labor matters, which subject matters are addressed in their entirety and exclusively in Section 3.9 (Tax Matters), Section 3.16 (Employee Benefit Plansiii) and Section 3.17 (Labor Matters), respectively. Except as set forth on Schedule 3.10, since January 1, 2008, the Company has timely filed all forms, reports, registration statements, schedules and other documents, together with any amendments required to be made with respect thereto, that were required to be filed with any Securities Authority, and has paid all fees and assessments due and payable in connection therewith. The Company is duly registered as an investment advisor under the Advisers Act. To the Knowledge of Seller, all regulatory documents each of the Company complied Governmental Permits is valid, subsisting and in all material respects full force and effect and may be assigned and transferred to Buyer in accordance with the requirements of the securities laws this Agreement and the rules will continue in full force and regulations of the SEC promulgated thereunder applicable to such regulatory documents, and none of such regulatory documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements thereineffect thereafter, in light each case without (x) the occurrence of any breach, default or forfeiture of rights thereunder, or (y) the circumstances under which they were madeconsent, not materially misleadingapproval, or act of, or the making of any filing with, any Governmental Body.

Governmental Permits. Except as set forth on Schedule 3.4 and Schedule 3.10(a) Sellers own, as of the date hereof, the Company owns, holds hold or possesses possess all material licenses, franchises, permits, privileges, immunities, certificates, rights, exemptions, variances, orders, consents, approvals and other authorizations from a Governmental Entity (collectively, “Governmental Permits”) that Body which are necessary to entitle it them to own, own or lease, operate and use its properties or assets the Purchased Assets and to carry on and conduct its business the Business substantially as conducted currently conducted, including the licenses and permits to sell liquor (collectively, the "Governmental Permits"), except for such Governmental Permits as to which the failure to so own, hold or possess would not have a material adverse effect on the Purchased Assets, the Business or the operations, liabilities, profits, prospects or condition (financial or otherwise) of either Division. SCHEDULE 5.9 sets forth a list and brief description of each Governmental Permit, except for such incidental licenses, permits and other authorizations which would be readily obtainable by any qualified applicant without undue burden in the event of any lapse, termination, cancellation or forfeiture thereof. Complete and correct copies of all of the date hereof. Governmental Permits have heretofore been delivered to Buyer by Sellers. (b) Except as set forth on Schedule 3.10in SCHEDULE 5.9, the Company (I) each Seller has complied in all material respects with all terms fulfilled and conditions performed its obligations under each of the Governmental Permits. Except as set forth on Schedule 3.10, and no event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a breach or default under any such Governmental Permit or which permits or, after notice or lapse of time or both, would permit revocation or termination of any such Governmental Permit, or which might adversely affect the Company has not received rights of any written Seller under any such Governmental Permit; (ii) no notice of cancellation, of default or of any violation of dispute concerning any Governmental Permit. No suspension, cancellation or non-renewal of any Governmental Permit event, condition or state of facts described in the preceding clause, has been received by, or is pending orknown to, to the Knowledge of any Seller, threatened. Notwithstanding the foregoing, the representations ; and warranties contained in this Section 3.10 do not apply to Taxes, benefit plans and related matters or labor matters, which subject matters are addressed in their entirety and exclusively in Section 3.9 (Tax Matters), Section 3.16 (Employee Benefit Plansiii) and Section 3.17 (Labor Matters), respectively. Except as set forth on Schedule 3.10, since January 1, 2008, the Company has timely filed all forms, reports, registration statements, schedules and other documents, together with any amendments required to be made with respect thereto, that were required to be filed with any Securities Authority, and has paid all fees and assessments due and payable in connection therewith. The Company is duly registered as an investment advisor under the Advisers Act. To the Knowledge of Seller, all regulatory documents each of the Company complied Governmental Permits is valid, subsisting and in all material respects full force and effect and may be assigned and transferred to Buyer in accordance with the requirements of the securities laws this Agreement and the rules will continue in full force and regulations of the SEC promulgated thereunder applicable to such regulatory documents, and none of such regulatory documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements thereineffect thereafter, in light each case without (x) the occurrence of any breach, default or forfeiture of rights thereunder, or (y) the circumstances under which they were madeconsent, not materially misleadingapproval, or act of, or the making of any filing with, any Governmental Body.

Governmental Permits. Except (a) PSC License, a Subsidiary of the Seller, directly holds all of the licenses, permits or other authorizations issued by the FCC relating to or necessary for the operation of the Station (the "FCC Licenses"). Schedule 4.8(a) sets forth a list of all of the FCC Licenses (other than auxiliary service licenses and FCC registrations for receive-only earth stations) held by PSC License and sets forth the expiration date, if any, of each such FCC License. To the Knowledge of the Seller, each FCC License, at the time of its issuance, was duly and validly issued by the FCC. To the Knowledge of the Seller, no event has occurred or circumstance exists which permits, or after notice or lapse of time or both would permit, the revocation, suspension, termination or non-renewal of any FCC License, other than (i) events that may occur or circumstances that may arise after the date of this Agreement as set a result of the Optionee's failure to fulfill its obligations under the Optionee LMA, and (ii) circumstances of general applicability to the television broadcast industry as a whole. As of the date of this Agreement, each of the FCC Licenses is in full force and effect, and PSC License is in substantial compliance therewith with no known conflict with the valid rights of others. At the Closing, each FCC License will be in full force and effect (other than as provided in the rules and policies of the FCC generally applicable to the television broadcast industry as a whole), and PSC License will be in substantial compliance therewith with no known conflict with the valid rights of others, except where the failure to be in full force and effect or in substantial compliance results from the failure of the Optionee to fulfill its obligations under the Optionee LMA. (b) To the Knowledge of the Seller, the Seller and its Subsidiaries own, hold or possess all Governmental Permits (other than the FCC Licenses), except for such Governmental Permits, of which the failure to own, hold or possess would not, individually or in the aggregate, have a Material Adverse Effect. Schedule 4.8(b) sets forth on Schedule 3.4 a list and Schedule 3.10brief description of each such Governmental Permit (other than the FCC Licenses) owned, held or possessed by the Seller and its Subsidiaries as of the date hereofof this Agreement, and the name of the holder thereof. (c) Except with respect to programming being provided to the Seller under the Affiliation Agreement and the Existing Affiliation Agreement about which the Seller and its Subsidiaries make no representation or warranty, and except as set forth in Schedule 4.8(c), the Company owns, holds or possesses Seller and each of its Subsidiaries has fulfilled and performed in all material licenses, franchises, permits, privileges, immunities, certificates, rights, exemptions, variances, orders, consents, approvals and other authorizations from a Governmental Entity (collectively, “respects its obligations under each of the Governmental Permits”) that are necessary , except where the failure to entitle it to ownfulfill or perform such obligations would not individually or in the aggregate have a Material Adverse Effect, leaseand no event has occurred or condition or state of facts exists which constitutes or, operate and use after notice or lapse of time or both, would constitute a breach or default under any such Governmental Permit except for such breaches or defaults as would not individually or in the aggregate have a Material Adverse Effect. No written notice of cancellation, of default or of any dispute concerning any Governmental Permit, has been received by the Seller or any of its properties or assets and to carry on and conduct its business as conducted as of the date hereofSubsidiaries. Except as set forth on in Schedule 3.104.8(c), each of the Governmental Permits is valid, subsisting and in full force and effect, except where the failure to be so would not individually or in the aggregate have a Material Adverse Effect. (d) Except with respect to programming being provided to the Seller under the Affiliation Agreement and the Existing Affiliation Agreement about which the Seller and its Subsidiaries make no representation or warranty, to the Knowledge of the Seller, the Company has complied Station is being operated in accordance with the Governmental Permits and in compliance in all material respects with all terms and conditions of the Governmental Permits. Except as set forth on Schedule 3.10Communications Act, the Company rules and regulations thereunder, and all other Requirements of Law applicable to the Station. Neither the Seller nor any of its Subsidiaries has not received any written notice of any violation violations of any the Governmental Permit. No suspension, cancellation or non-renewal of any Governmental Permit is pending or, to the Knowledge of Seller, threatened. Notwithstanding the foregoingPermits, the representations Communications Act or the rules and warranties contained in this Section 3.10 do not apply to Taxes, benefit plans and related matters or labor matters, which subject matters are addressed in their entirety and exclusively in Section 3.9 (Tax Matters), Section 3.16 (Employee Benefit Plans) and Section 3.17 (Labor Matters), respectively. Except as set forth on Schedule 3.10, since January 1, 2008, the Company has timely filed all forms, reports, registration statements, schedules and other documents, together with any amendments required to be made with respect thereto, that were required to be filed with any Securities Authority, and has paid all fees and assessments due and payable in connection therewith. The Company is duly registered as an investment advisor under the Advisers Actregulations thereunder. To the Knowledge of the Seller, all regulatory documents there is no action by or before the FCC currently pending or threatened to revoke, cancel, rescind, modify or refuse to renew in the ordinary course any of the Company complied Governmental Permits, other than circumstances of general applicability to the television broadcast industry as a whole. The Governmental Permits are validly issued in all material respects with the requirements name of the securities laws Seller or a Subsidiary of the Seller. The Seller has delivered to the Optionee true and complete copies of the Governmental Permits, including any and all amendments and other modifications thereto. The Governmental Permits are in full force and effect, are valid for the balance of the current license term applicable generally to television stations licensed to communities in the state where the Station is located, are unimpaired by any acts or omissions of the Seller or any of its Affiliates, or the employees, agents, officers or directors, or members of the Seller or any of their Affiliates, and are free and clear of any restrictions which might limit the full operation of the Station in the manner and to the full extent as it is now operated (other than restrictions under the terms of the Governmental Permits themselves). Neither the Seller nor any of its Subsidiaries has received any written notice of any violations of the Governmental Permits, the Communications Act or the rules and regulations thereunder. To the Knowledge of the Seller, there are no applications or Claims pending or threatened which may individually or in the aggregate have a Material Adverse Effect (other than rulemaking proceedings that apply to the television broadcasting industry generally). Neither the Seller nor any of its Subsidiaries is aware of any reason why those of the Governmental Permits subject to expiration might not be renewed in the ordinary course for a full term without material qualifications, except to the extent of any contrary rules and policies of the FCC of general applicability to the television broadcast industry as a whole, or of any reason why any of the Governmental Permits might be revoked. No renewal of any Governmental Permits would constitute a major environmental action under the current rules and regulations of the SEC promulgated thereunder applicable FCC. The Seller maintains an appropriate public inspection file at the Station's studios in accordance with FCC rules and regulations. Access to such regulatory documentsthe Station's transmission facilities is restricted in accordance with the policies, rules and none of such regulatory documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light regulations of the circumstances under which they were made, not materially misleadingFCC.

Governmental Permits. Except as set forth on Schedule 3.4 and Schedule 3.10, as (a) Each of the date hereof, Company and the Company Subsidiaries owns, holds or possesses all material licenses, franchises, permits, privileges, immunities, certificates, rights, exemptions, variances, orders, consentsimmunities, approvals and other authorizations from a Governmental Entity (collectively, “Governmental Permits”) Bodies that are necessary to entitle it to own, own or lease, operate and use its properties or and assets and to carry on and conduct its business substantially as conducted as conducted, except for such incidental licenses, permits and other authorizations which would be readily obtainable by any qualified applicant without undue burden in the event of any lapse, termination, cancellation or forfeiture thereof (collectively, the “Governmental Permits”). Schedule 5.8 of the date hereofDisclosure Schedule sets forth a list and brief description of each Governmental Permit. Complete and correct copies of all of the Governmental Permits have heretofore been delivered to Parent. (b) Except as set forth on Schedule 3.105.8 of the Disclosure Schedule: (i) each of the Company and the Subsidiaries has fulfilled and performed its obligations under each Governmental Permit, and no event has occurred or condition or state of facts exists that constitutes or, after notice or lapse of time or both, would constitute a breach or default under any such Governmental Permit or that permits or, after notice or lapse of time or both, would permit revocation or termination of any such Governmental Permit or that might adversely affect the rights of the Company or any Subsidiary under any such Governmental Permit; (ii) no notice of cancellation, of default or of any dispute concerning any Governmental Permit, or of any event, condition or state of facts described in the preceding clause, has been received by, or is known to, the Company has complied in all material respects with all terms and conditions or any Subsidiary; (iii) each of the Governmental Permits. Except as set forth on Schedule 3.10Permits is valid, subsisting and in full force and effect; and (iv) the Company has not received any written notice consummation of the transactions contemplated by this Agreement will not, in the absence of consent, approval or act of, or the making of any violation filing with, any Governmental Body, cause a breach or default under any such Governmental Permit or permit revocation or termination of any Governmental Permit. No suspension, cancellation or non-renewal of any such Governmental Permit is pending or, to or adversely affect the Knowledge of Seller, threatened. Notwithstanding the foregoing, the representations and warranties contained in this Section 3.10 do not apply to Taxes, benefit plans and related matters or labor matters, which subject matters are addressed in their entirety and exclusively in Section 3.9 (Tax Matters), Section 3.16 (Employee Benefit Plans) and Section 3.17 (Labor Matters), respectively. Except as set forth on Schedule 3.10, since January 1, 2008, the Company has timely filed all forms, reports, registration statements, schedules and other documents, together with any amendments required to be made with respect thereto, that were required to be filed with any Securities Authority, and has paid all fees and assessments due and payable in connection therewith. The Company is duly registered as an investment advisor under the Advisers Act. To the Knowledge of Seller, all regulatory documents rights of the Company complied in all material respects with the requirements of the securities laws and the rules and regulations of the SEC promulgated thereunder applicable to or any Subsidiary under any such regulatory documents, and none of such regulatory documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not materially misleadingGovernmental Permit.

Governmental Permits. Except as Excluding business registrations in the jurisdictions set forth on Schedule 3.4 5.1 and Schedule 3.105.3, as Schedule 5.19 sets forth a complete and correct list of all Governmental Permits used in the operation of the date hereof, Business or otherwise held by the Company ownsor any of its Subsidiaries. The Company and its Subsidiaries own, holds possess or possesses lawfully use in the operation of the Business, all material licenses, franchises, permits, privileges, immunities, certificates, rights, exemptions, variances, orders, consents, approvals and other authorizations from a Governmental Entity (collectively, “Governmental Permits”) that Permits which are necessary to entitle it conduct the Business as now conducted by them or to own, lease, operate and use its properties or assets and to carry on and conduct its business as conducted as the ownership of the date hereofAssets now or previously owned by them, free and clear of all Liens except Permitted Liens. Neither the Company nor any of its Subsidiaries is in Default, nor has it received any written notice of, nor is the Company, any of its Subsidiaries or any Seller Party aware of, any claim of Default, with respect to any such Governmental Permits. The Company and each of its Subsidiaries has been operated in compliance with all such Governmental Permits in all material respects. All such Governmental Permits are valid and in full force and effect. Except as set forth on Schedule 3.105.19, all such Governmental Permits are renewable by their terms or in the Company has complied in all material respects with all terms ordinary course of business and conditions will not be adversely affected by the completion of the Transaction. The Company and each of its Subsidiaries has filed such timely and complete renewal applications as may be required by it with respect to such Governmental PermitsPermits and has paid all renewal fees in full, to the extent that they have come due. Except as set forth on Schedule 3.105.19, neither the Company nor any of its Subsidiaries has not received any written notice of any violation of any Governmental Permit. No suspension, cancellation or non-renewal notification of any Governmental Permit is pending orrevocation, cancellation, limitation, modification, lapse, suspension, integrity review, withdrawal or other adverse action (collectively “Governmental Permit Action”), and to the Knowledge of Seller, threatened. Notwithstanding the foregoing, the representations and warranties contained in this Section 3.10 do not apply to Taxes, benefit plans and related matters or labor matters, which subject matters are addressed in their entirety and exclusively in Section 3.9 (Tax Matters), Section 3.16 (Employee Benefit Plans) and Section 3.17 (Labor Matters), respectively. Except as set forth on Schedule 3.10, since January 1, 2008, the Company or any Seller Party, no Governmental Permit Action is or has timely filed all formsbeen threatened, reportsundertaken, registration statementsunder investigation, schedules and other documentsor is pending. No occurrence or event has occurred that could reasonably result in a Governmental Permit Action. No present or former shareholder, together with any amendments required to be made with respect theretodirector, that were required to be filed with any Securities Authorityofficer, and has paid all fees and assessments due and payable in connection therewith. The Company is duly registered as an investment advisor under the Advisers Act. To the Knowledge of Sellercontractor, all regulatory documents agent or employee of the Company complied or any of its Subsidiaries, or any other Person owns or has any proprietary, financial or other interest (direct or indirect) in all material respects with any Governmental Permits which the requirements Company or any of the securities laws and the rules and regulations of the SEC promulgated thereunder applicable to such regulatory documentsits Subsidiaries now or previously owned, and none of such regulatory documents, as of their respective dates, contained any untrue statement of a material fact possessed or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not materially misleadingused.

Governmental Permits. Except as set forth on Schedule 3.4 and Schedule 3.10, as of the date hereof, the Company (a) Seller owns, holds or possesses all material licenses, franchises, permits, privileges, immunities, certificates, rights, exemptions, variances, orders, consents, approvals and other authorizations from a Governmental Entity (collectively, “Governmental Permits”) that Body which are necessary to entitle it to own, own or lease, operate and use its properties or assets the Purchased Assets and to carry on and conduct its business the Business as currently conducted on the real property occupied by Seller (herein collectively called "Governmental Permits") except for such Governmental Permits as to which the failure to own, hold or possess would not have a material adverse effect on the Purchased Assets or the Business. Schedule 5.9 sets forth a list and brief description of each Governmental Permit, except for such incidental licenses, permits and other authorizations which would be readily obtainable by any qualified applicant without undue burden in the event of any lapse, termination, cancellation or forfeiture thereof. Complete and correct copies of all of the date hereofGovernmental Permits have heretofore been delivered to Buyer by Seller. (b) Seller has performed its obligations under each Governmental Permit, and no event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a breach or default under any such Governmental Permit or which permits or, after notice or lapse of time or both, would permit revocation or termination of any such Governmental Permit, or which might adversely affect in any material respect the rights of Seller under any such Governmental Permit. No notice of cancellation, of default or of any dispute concerning any Governmental Permit, or of any event, condition or state of facts described in the preceding sentence, has been received by, or is known to, Seller. Except as set forth on Schedule 3.105.9, the Company has complied in all material respects with all terms and conditions of the Governmental Permits. Except as set forth on Schedule 3.10, the Company has not received any written notice of any violation of any Governmental Permit. No suspension, cancellation or non-renewal of any each Governmental Permit is pending orvalid, subsisting and in full force and effect and may be assigned and transferred to the Knowledge of Seller, threatened. Notwithstanding the foregoing, the representations Buyer in accordance with this Agreement and warranties contained will continue in this Section 3.10 do not apply to Taxes, benefit plans full force and related matters or labor matters, which subject matters are addressed in their entirety and exclusively in Section 3.9 (Tax Matters), Section 3.16 (Employee Benefit Plans) and Section 3.17 (Labor Matters), respectively. Except as set forth on Schedule 3.10, since January 1, 2008, the Company has timely filed all forms, reports, registration statements, schedules and other documents, together with any amendments required to be made with respect thereto, that were required to be filed with any Securities Authority, and has paid all fees and assessments due and payable in connection therewith. The Company is duly registered as an investment advisor under the Advisers Act. To the Knowledge of Seller, all regulatory documents of the Company complied in all material respects with the requirements of the securities laws and the rules and regulations of the SEC promulgated thereunder applicable to such regulatory documents, and none of such regulatory documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements thereineffect thereafter, in light each case without (A) the occurrence of any breach, default or forfeiture of rights thereunder, or (B) the circumstances under which they were madeconsent, not materially misleadingapproval, or act of, or the making of any filing with, any Governmental Body.

Governmental Permits. Except as set forth on Schedule 3.4 and Schedule 3.10, as Section 4.10 of the date hereof, Disclosure Schedule contains a complete list and summary description (including its dates of expiration) of all of Medfusion and the Company owns, holds or possesses all material licenses, franchises, permits, privileges, immunities, certificates, rights, exemptions, variances, orders, consents, approvals and other authorizations from a Governmental Entity (collectively, “Governmental Permits”) that are necessary to entitle it to own, lease, operate and use its properties or assets and to carry on and conduct its business as conducted as of the date hereof. Except as set forth on Schedule 3.10, the Company has complied in all material respects with all terms and conditions of the Subsidiaries’ Governmental Permits. Except as set forth on Schedule 3.10, The Companies and the Company has not received Subsidiaries hold all Governmental Permits and any written notice of any violation of other regulatory authorizations from any Governmental Permit. No suspensionAuthorities, cancellation professional accreditation organizations, professional standards setting organizations, or non-renewal any other similar third party necessary for the operation of any Governmental Permit is pending or, to the Knowledge of Seller, threatened. Notwithstanding the foregoing, the representations and warranties contained in this Section 3.10 do not apply to Taxes, benefit plans and related matters or labor matters, which subject matters are addressed in their entirety and exclusively in Section 3.9 (Tax Matters), Section 3.16 (Employee Benefit Plans) and Section 3.17 (Labor Matters), respectively. Except Business as set forth on Schedule 3.10, since January 1, 2008, the Company has timely filed all forms, reports, registration statements, schedules and other documents, together with any amendments required to be made with respect thereto, that were required to be filed with any Securities Authoritycurrently operated, and has paid all fees and assessments due and payable are in connection therewith. The Company is duly registered as an investment advisor under the Advisers Act. To the Knowledge of Seller, all regulatory documents of the Company complied compliance in all material respects with the requirements terms of such Governmental Permits and any other applicable regulatory authorizations, except as set forth in Section 4.10 of the securities laws Disclosure Schedule. To the Knowledge of the Companies, each practicing pharmacist, pharmacy technician, nurse and other clinician or personnel employed by or an independent contractor to the Companies and the rules Subsidiaries have all Governmental Permits necessary to perform their professional duties and regulations (i) are the holders of all applicable valid licenses, certifications, facility privileges, and all other rights and authorizations required by Law, professional accreditation organization, or professional standards setting organizations necessary for each practicing pharmacist, pharmacy technician, nurse, and other clinician or personnel employed by or an independent contractor to furnish services to, for the benefit of or on behalf of the SEC promulgated thereunder applicable Companies and the Subsidiaries (the “Professional Authorizations”); (ii) are in compliance in all material respects and in good standing with their respective Professional Authorizations; (iii) has not been excluded from participating in any federal or state healthcare program or private third party healthcare program in which he or she participates; (iv) to such regulatory documentsthe Companies’ Knowledge, has not engaged in any activity which would cause or be likely to cause the loss, limitation, restriction, revocation or suspension of these Professional Authorizations; and none (v) to the Companies’ Knowledge, is not the subject of such regulatory documentsany investigation for violation of any federal or state Law. Neither the Companies or the Subsidiaries nor, as to the Companies’ Knowledge, any of the practicing pharmacists, pharmacy technicians, nurses or other clinicians or personnel employed by or independent contractors to the Companies or the Subsidiaries has received any written notice that they are in breach or violation of, or default under, or that any of their respective datesproperties, contained facilities, equipment, operations or business procedures or practices fail to comply in any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary respect with, any Governmental Permit. Except as set forth in order to make the statements therein, in light Section 4.10 of the circumstances under which they were madeDisclosure Schedule, not materially misleadingeach Governmental Permit held by the Companies or the Subsidiaries will continue in full force and effect with the Companies and the Subsidiaries following the Closing in accordance with the terms, conditions and limitations thereof without requiring the consent or approval of any Person.

Governmental Permits. Except as set forth on Schedule 3.4 (a) Each of Seller and Schedule 3.10, as of the date hereof, the Company Seller Subsidiary owns, holds or possesses all material licenses, franchises, permits, privileges, immunities, certificatesapprovals, rights, exemptions, variances, orders, consents, approvals certificates and other authorizations from a Governmental Entity (collectively, “Governmental Permits”) that Body which are necessary to entitle it to own, own or lease, operate and use its properties or assets the Purchased Assets and to carry on and conduct its business the Business as currently conducted as (collectively, the “Governmental Permits”), except where the failure so to own, hold or possess would not reasonably be expected to have a Material Adverse Effect. Schedule 5.9 sets forth a list and brief description of each Governmental Permit. Complete and correct copies of all of the date hereof. Governmental Permits have heretofore been made available to Buyer by Seller. (b) Except as set forth on in Schedule 3.105.9, the Company (i) each of Seller and Seller Subsidiary has complied fulfilled and performed, in all material respects with all terms and conditions respects, its obligations under each of the Governmental Permits. Except as set forth on Schedule 3.10, and, to the Company knowledge of Seller, Seller Subsidiary and the Selling Parties, no event has not received occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a breach or default under any written such Governmental Permit or which permits or, after notice or lapse of time or both, would permit revocation or termination of any such Governmental Permit, or which would reasonably be expected to materially adversely affect the rights of Seller or Seller Subsidiary under any such Governmental Permit; (ii) no notice of cancellation, of default or of any violation of dispute concerning any Governmental Permit. No suspension, cancellation or non-renewal of any Governmental Permit event, condition or state of facts described in the preceding clause, has been received in writing by, or is pending orknown to, to the Knowledge of Seller, threatened. Notwithstanding Seller Subsidiary or the foregoing, the representations Selling Parties; and warranties contained in this Section 3.10 do not apply to Taxes, benefit plans and related matters or labor matters, which subject matters are addressed in their entirety and exclusively in Section 3.9 (Tax Matters), Section 3.16 (Employee Benefit Plansiii) and Section 3.17 (Labor Matters), respectively. Except as set forth on Schedule 3.10, since January 1, 2008, the Company has timely filed all forms, reports, registration statements, schedules and other documents, together with any amendments required to be made with respect thereto, that were required to be filed with any Securities Authority, and has paid all fees and assessments due and payable in connection therewith. The Company is duly registered as an investment advisor under the Advisers Act. To the Knowledge of Seller, all regulatory documents each of the Company complied Governmental Permits is valid, subsisting and in all material respects full force and effect and may be assigned and transferred to Buyer in accordance with the requirements of the securities laws and the rules and regulations of the SEC promulgated thereunder applicable to such regulatory documents, and none of such regulatory documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not materially misleadingthis Agreement.

Governmental Permits. Except as set forth on Schedule 3.4 The Company and Schedule 3.10, as each of the date hereof, the Company owns, holds or possesses its Subsidiaries possess all material licenses, franchises, permits, privileges, immunities, certificates, rightsauthorizations and permits issued by, exemptionsand have made all declarations and filings with, variancesthe appropriate local, ordersstate, consents, approvals federal or foreign regulatory agencies or bodies which are necessary for the ownership of their respective properties or the conduct of their respective businesses as currently conducted and other authorizations from a Governmental Entity as described in the Time of Sale Document and the Final Offering Memorandum (collectively, the “Governmental Permits”) except (i) where any failures to possess or make the same, singularly or in the aggregate, would not have a Material Adverse Effect and (ii) as disclosed in the Time of Sale Document and the Final Offering Memorandum. The Company and its Subsidiaries are in compliance with all such Governmental Permits; all such Governmental Permits are valid and in full force and effect, except where the validity or failure to be in full force and effect would not, singularly or in the aggregate, have a Material Adverse Effect. All such Governmental Permits are free and clear of any restriction or condition that are necessary in addition to, or materially different from those normally applicable to entitle it to ownsimilar licenses, leasecertificates, operate authorizations and use its properties permits. Neither the Company nor any Subsidiary has received notification of any revocation, modification, suspension, termination or assets invalidation (or proceedings related thereto) of any such Governmental Permit and to carry on and conduct its business as conducted as the knowledge of the date hereof. Except as set forth on Schedule 3.10Company, no event has occurred that allows or results in, or after notice or lapse of time or both would allow or result in, revocation, modification, suspension, termination or invalidation (or proceedings related thereto) of any such Governmental Permit and the Company has complied no reason to believe that any such Governmental Permit will not be renewed. The preclinical studies and clinical trials conducted by or on behalf of the Company that are described in the Time of Sale Document and the Final Offering Memorandum (the “Company Studies and Trials”) were and, if still pending, are being, conducted in all material respects in accordance with all terms experimental protocols, procedures and conditions controls pursuant to, where applicable, accepted professional scientific standards, except where noncompliance with such protocols, procedures and controls would not, singularly or in the aggregate, have a Material Adverse Effect; the descriptions of the Governmental Permits. Except results of the Company Studies and Trials contained in the Time of Sale Document and the Final Offering Memorandum are accurate in all material respects; and except as set forth on Schedule 3.10in the Time of Sale Document and the Final Offering Memorandum, the Company has not received any written notice notices or correspondence from the FDA or any foreign, state or local governmental body exercising comparable authority requiring the termination, suspension or material modification of any violation of any Governmental Permit. No suspensionCompany Studies or Trials that termination, cancellation suspension or non-renewal of any Governmental Permit is pending or, material modification would reasonably be expected to the Knowledge of Seller, threatened. Notwithstanding the foregoing, the representations and warranties contained in this Section 3.10 do not apply to Taxes, benefit plans and related matters or labor matters, which subject matters are addressed in their entirety and exclusively in Section 3.9 (Tax Matters), Section 3.16 (Employee Benefit Plans) and Section 3.17 (Labor Matters), respectively. Except as set forth on Schedule 3.10, since January 1, 2008, the Company has timely filed all forms, reports, registration statements, schedules and other documents, together with any amendments required to be made with respect thereto, that were required to be filed with any Securities Authority, and has paid all fees and assessments due and payable in connection therewith. The Company is duly registered as an investment advisor under the Advisers Act. To the Knowledge of Seller, all regulatory documents of the Company complied in all material respects with the requirements of the securities laws and the rules and regulations of the SEC promulgated thereunder applicable to such regulatory documents, and none of such regulatory documents, as of their respective dates, contained any untrue statement of have a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not materially misleadingMaterial Adverse Effect.

Governmental Permits. Except as set forth on Schedule 3.4 (a) Seller and Schedule 3.10Hastings Canada own, as of the date hereof, the Company owns, holds hold or possesses possess all material licenses, franchises, permits, privileges, immunities, certificates, rights, exemptions, variances, orders, consents, approvals and other authorizations from a Governmental Entity (collectively, “Governmental Permits”) that Body which are necessary to entitle it to own, own or lease, operate and use its properties or assets the Purchased Assets and to carry on and conduct its business the Business substantially as currently conducted (herein collectively called "GOVERNMENTAL PERMITS"), except for such Governmental Permits as to which the failure to so own, hold or possess would not have a material adverse effect on the Purchased Assets, the Business or the operations, liabilities, profits, prospects or condition (financial or otherwise) thereof. SCHEDULE 5.9 sets forth a list and brief description of each Governmental Permit, except for such incidental licenses, permits and other authorizations which would be readily obtainable by any qualified applicant without undue burden in the event of any lapse, termination, cancellation or forfeiture thereof. Complete and correct copies of all of the date hereof. Governmental Permits have heretofore been delivered to Buyer by Seller. (b) Except as set forth on Schedule 3.10in SCHEDULE 5.9, (i) Each of Seller and Hastings Canada have fulfilled and performed its obligations under its Governmental Permits, and no event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a breach or default under any such Governmental Permit or which permits or, after notice or lapse of time or both, would permit revocation or termination of any such Governmental Permit, or which might adversely affect the Company rights of Seller or Hastings Canada under any such Governmental Permit; (ii) no notice of cancellation, of default or of any dispute concerning any Governmental Permit, or of any event, condition or state of facts described in the preceding clause, has complied in all material respects with all terms been received by, or is known to, Seller or Hastings Canada; and conditions (iii) each of the Governmental Permits. Except as set forth on Schedule 3.10Permits is valid, subsisting and in full force and effect and may be assigned and transferred to Buyer in accordance with this Agreement and will continue in full force and effect thereafter, in each case without (x) the Company has not received any written notice occurrence of any violation breach, default or forfeiture of rights thereunder, or (y) the consent, approval, or act of, or the making of any Governmental Permit. No suspensionfiling with, cancellation or non-renewal of any Governmental Permit is pending or, to the Knowledge of Seller, threatened. Notwithstanding the foregoing, the representations and warranties contained in this Section 3.10 do not apply to Taxes, benefit plans and related matters or labor matters, which subject matters are addressed in their entirety and exclusively in Section 3.9 (Tax Matters), Section 3.16 (Employee Benefit Plans) and Section 3.17 (Labor Matters), respectively. Except as set forth on Schedule 3.10, since January 1, 2008, the Company has timely filed all forms, reports, registration statements, schedules and other documents, together with any amendments required to be made with respect thereto, that were required to be filed with any Securities Authority, and has paid all fees and assessments due and payable in connection therewith. The Company is duly registered as an investment advisor under the Advisers Act. To the Knowledge of Seller, all regulatory documents of the Company complied in all material respects with the requirements of the securities laws and the rules and regulations of the SEC promulgated thereunder applicable to such regulatory documents, and none of such regulatory documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not materially misleadingBody.

Governmental Permits. Except as set (a) Schedule 5.18 sets forth on Schedule 3.4 a complete and Schedule 3.10, as correct list of all Governmental Permits used in the operation of the date hereof, Business or otherwise held by the Company ownsany of its Subsidiaries, holds or possesses in respect of any Company Product. The Company and its Subsidiaries own, possess or lawfully use in the operation of the Business, all material licenses, franchises, permits, privileges, immunities, certificates, rights, exemptions, variances, orders, consents, approvals and other authorizations from a Governmental Entity (collectively, “Governmental Permits”) that , including all Marketing Authorizations for each Company Product to the extent required by Law, which are necessary to entitle it conduct the Business as now or previously conducted by them or to own, lease, operate and use its properties or assets and to carry on and conduct its business as conducted as the ownership of the date hereofAssets now or previously owned by them, free and clear of all Liens except Permitted Liens. The Company Products have been correctly classified for the purpose of all Marketing Authorizations held by the Company. Neither the Company nor any of its Subsidiaries is in Default, nor has the Company or any of its Subsidiaries received any written notice of, nor, to the Knowledge of the Company, is the Company or any of its Subsidiaries or any Seller aware of, any claim of Default, with respect to any such Governmental Permits. The Company and its Subsidiaries have been operated in compliance with all such Governmental Permits. All such Governmental Permits are valid and in full force and effect. Except as set forth on Schedule 3.105.18, all such Governmental Permits are renewable by their terms or in the ordinary course of business and will not be adversely affected by the completion of the Transactions. The Company and its Subsidiaries, as applicable, have filed such timely and complete renewal applications as may be required by the Company or any of its Subsidiaries, as applicable, with respect to such Governmental Permits and has complied paid all renewal fees in all material respects with all terms and conditions of full, to the Governmental Permitsextent that they have come due. Except as set forth on Schedule 3.10, Neither the Company nor any of its Subsidiaries has not received any written notice of any violation of any Governmental Permit. No suspension, cancellation or non-renewal notification of any Governmental Permit is pending orrevocation, cancellation, limitation, modification, lapse, suspension, integrity review, withdrawal or other adverse action (collectively “Governmental Permit Action”), and to the Knowledge of Sellerthe Company, no Governmental Permit Action is or has been threatened. Notwithstanding the foregoing, the representations and warranties contained in this Section 3.10 do not apply to Taxesundertaken, benefit plans and related matters under investigation, or labor matters, which subject matters are addressed in their entirety and exclusively in Section 3.9 (Tax Matters), Section 3.16 (Employee Benefit Plans) and Section 3.17 (Labor Matters), respectively. Except as set forth on Schedule 3.10, since January 1, 2008, the Company has timely filed all forms, reports, registration statements, schedules and other documents, together with any amendments required to be made with respect thereto, that were required to be filed with any Securities Authority, and has paid all fees and assessments due and payable in connection therewith. The Company is duly registered as an investment advisor under the Advisers Actpending. To the Knowledge of Sellerthe Company, all regulatory documents no present or former shareholder, director, officer, contractor, agent or employee of the Company or any of its Subsidiaries, or any other Person owns or has any proprietary, financial or other interest (direct or indirect) in any Governmental Permits which the Company or any of its Subsidiaries now or previously owned, possessed or used. (b) Each manufacturer (to the extent such manufacturer is not the Company or any of its Subsidiaries) of Company Products which are therapeutic goods under the Therapeutic Goods ▇▇▇ ▇▇▇▇ (Cth) is properly and validly licensed as a manufacturer by the TGA in respect of such Company Products and has complied in with all material respects with the conditions and regulatory requirements of the securities laws and the rules and regulations of the SEC promulgated thereunder applicable to such regulatory documents, and none of such regulatory documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not materially misleadinglicenses.

Governmental Permits. Except as set forth on Schedule 3.4 and Schedule 3.10, as of the date hereof, the Company (a) Tribune Denver owns, holds or possesses the Station Licenses and all material other licenses, franchises, permits, privileges, immunities, certificates, rights, exemptions, variances, orders, consents, approvals and other authorizations from a Governmental Entity (collectively, “Governmental Permits”) Body that are necessary to entitle it to own, own or lease, operate and use its properties or assets and to carry on and conduct its business the Business substantially as conducted immediately prior to the date of this Agreement, except for such Governmental Permits as to which the failure to so own, hold or possess would not have a Material Adverse Effect (herein collectively called “Governmental Permits”). Schedule 4.9(a) sets forth a list and brief description of each such Governmental Permit held by Tribune Denver as of the date hereofof this Agreement. (b) Except as set forth in Schedule 4.9(b), Tribune Denver has fulfilled and performed in all material respects its obligations under each of the Governmental Permits, and no event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a material breach or material default under any such Governmental Permit. No notice of cancellation, of default or of any dispute concerning any Governmental Permit, or of any event, condition or state of facts described in the preceding Table of Contents sentence, has been received by Tribune Denver. Except as set forth on in Schedule 3.104.9(b), each of the Company has complied Governmental Permits is valid, subsisting and in full force and effect, and, subject to the receipt of the FCC Consent, may be assigned and transferred to the Optionee in accordance with this Agreement and at the time of assignment to the Optionee will be in full force and effect, in each case without (i) the occurrence of any breach, default or forfeiture of rights thereunder or (ii) the consent, approval or act of, or the making of any filing with, any Governmental Body or other party (other than the FCC as contemplated by Section 6.3). (c) The Stations are being operated in accordance with the Station Licenses and in compliance in all material respects with all terms and conditions of the Governmental Permits. Except as set forth on Schedule 3.10Communications Act, the Company rules and regulations thereunder, and all other laws and regulations, federal, state and local, applicable to the Stations. Tribune Denver has not received any written notice of any violation violations of any Governmental Permitthe Station Licenses, the Communications Act or the rules and regulations thereunder. No suspension, cancellation There is no action by or non-renewal of any Governmental Permit is before the FCC currently pending or, to the Knowledge of SellerTribune Denver, threatenedthreatened to revoke, cancel, rescind, modify or refuse to renew in the ordinary course any of the Station Licenses. Notwithstanding The Station Licenses are validly issued in the foregoingname of Tribune Denver. Tribune Denver has delivered to Optionee true and complete copies of the Station Licenses, including any and all amendments and other modifications thereto. The Station Licenses are in full force and effect, are valid for the balance of the current license term applicable generally to radio stations licensed to communities in the state where the Stations are located, are unimpaired by any acts or omissions of Tribune, Tribune Denver or any of their Affiliates, or the employees, agents, officers or directors, or shareholders of Tribune, Tribune Denver or any of their Affiliates, and are free and clear of any restrictions which might limit the full operation of the Stations in the manner and to the full extent as they are now operated (other than restrictions under the terms of the Station Licenses themselves). Tribune Denver has not received any notice of any violations of the Station Licenses, the representations Communications Act or the rules and warranties contained regulations thereunder. There is no action by or before the FCC currently pending or, to the Knowledge of Tribune Denver, threatened to revoke, cancel, rescind, modify or refuse to renew in this Section 3.10 do not the ordinary course any of the Station Licenses. There are no applications, proceedings, or complaints pending or, to the Knowledge of Tribune Denver, threatened which may have an adverse effect on the Business, the Purchased Assets or the operation of the Stations (other than rulemaking proceedings that apply to Taxes, benefit plans the radio broadcasting industry generally). Tribune Denver and related matters Tribune are not aware of any reason why those of the Station Licenses subject to expiration might not be renewed in the ordinary course for a full term without material qualifications or labor matters, which subject matters are addressed in their entirety and exclusively in Section 3.9 (Tax Matters), Section 3.16 (Employee Benefit Plans) and Section 3.17 (Labor Matters), respectivelyof any reason why any of the Station Licenses might be revoked. Except as set forth on in Schedule 3.10, since January 1, 20084.9(c), the Company has timely filed all forms, reports, registration statements, schedules and other documents, together with any amendments required to be made with respect thereto, that were required to be filed with any Securities Authority, and has paid all fees and assessments due and payable Stations are in connection therewith. The Company is duly registered as an investment advisor under the Advisers Act. To the Knowledge of Seller, all regulatory documents of the Company complied compliance in all material respects with the requirements FCC’s policy on exposure to radio frequency radiation. No renewal of the securities laws and any Station License would constitute a major environmental action under the rules and regulations of the SEC promulgated thereunder applicable to such regulatory documents, and none of such regulatory documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light FCC. As of the circumstances date of this Agreement, there are no facts which, under which they were madethe Communications Act or the existing rules and regulations of the FCC, not materially misleading.would disqualify Tribune Denver from assigning the Station Licenses or from consummating the transactions contemplated herein within the times contemplated herein. Tribune Denver maintains an appropriate public inspection file at the Stations’ studios in accordance with FCC rules and regulations. Access to the Stations’ transmission facilities is restricted in accordance with the policies, rules and regulations of the FCC. Table of Contents

Governmental Permits. Except as set forth on Schedule 3.4 (a) Sellers own, hold or possess the Station Licenses and Schedule 3.10, as of the date hereof, the Company owns, holds or possesses all material other licenses, franchises, permits, privileges, immunities, certificates, rights, exemptions, variances, orders, consents, approvals and other authorizations from a Governmental Entity (collectively, “Governmental Permits”) Body that are necessary to entitle it them to own, own or lease, operate and use its properties or the assets of the Station and to carry on and conduct its business as conducted the Business (herein collectively called "Governmental Permits"). Schedule 4.9(a) sets forth a list and brief description of each such Governmental Permit held by Sellers as of the date hereofof this Agreement. (b) Except as set forth in Schedule 4.9(b), the ACME Entities have fulfilled and performed in all material respects their obligations under each of the Governmental Permits, and no event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a material breach or material default under any such Governmental Permit. No notice of cancellation, of default or of any dispute concerning any Governmental Permit, or of any event, condition or state of facts described in the preceding sentence, has been received by the ACME Entities. Except as set forth on in Schedule 3.104.9(b), each of the Company has complied Governmental Permits is valid, subsisting and in full force and effect, and, subject to the receipt of the FCC Consent and expiration of the waiting period under the HSR Act, may be assigned to Buyer or its Affiliates in accordance with this Agreement and at the time of assignment to Buyer or its Affiliates will be in full force and effect, in each case without (i) the occurrence of any breach, default or forfeiture of rights thereunder or (ii) the consent, approval or act of, or the making of any filing with, any Governmental Body or other party (other than the FCC as contemplated by Section 6.3). (c) The Station is being operated in accordance with the Station Licenses and in compliance in all material respects with all terms and conditions of the Governmental Permits. Except as set forth on Schedule 3.10Communications Act, the Company has published rules and regulations thereunder, and all other laws and published regulations, federal, state and local, applicable to the Station. Sellers have not received any written notice of any violation violations of any Governmental Permitthe Station Licenses, the Communications Act or the rules and regulations thereunder. No suspension, cancellation There is no action by or non-renewal of any Governmental Permit is before the FCC currently pending or, to the Knowledge of Sellerthe ACME Entities, threatenedthreatened to revoke, cancel, rescind, modify or refuse to renew in the ordinary course any of the Station Licenses. Notwithstanding The Station Licenses are validly issued in the foregoingname of ACME Oregon Licensee as listed on Schedule 4.9(a). Sellers have delivered to Buyer true and complete copies of the Station Licenses, including any and all amendments and other modifications thereto. The Station Licenses are in full force and effect, are valid for the balance of the current license term applicable generally to television stations licensed in the state where the Station is located, are unimpaired by any acts or omissions of the ACME Entities or any of their Affiliates, or the employees, agents, officers, directors or managers, or shareholders or members of the ACME Entities or any of their Affiliates, and are free and clear of any restrictions which might limit the operation of the Station in the manner and to the full extent as it is now operated (other than restrictions under the terms of the Station Licenses themselves and those restrictions in the Communications Act and the rules and policies of the FCC generally applicable to television stations of the same type). There are no applications, proceedings, or complaints pending or, to the Knowledge of the ACME Entities, threatened before a Governmental Body which may have a Material Adverse Effect on the Business, the representations and warranties contained in this Section 3.10 Purchased Assets or the operation of the Station (other than rulemaking proceedings that apply to the television broadcasting industry generally). The ACME Entities do not apply have Knowledge of any reason why those of the Station Licenses subject to Taxes, benefit plans and related matters expiration might not be renewed in the ordinary course for a full term without material modifications or labor matters, which subject matters are addressed in their entirety and exclusively in Section 3.9 (Tax Matters), Section 3.16 (Employee Benefit Plans) and Section 3.17 (Labor Matters), respectivelyof any reason why any of the Station Licenses might be revoked. Except as set forth on in Schedule 3.10, since January 1, 20084.9(c), the Company has timely filed all forms, reports, registration statements, schedules and other documents, together with any amendments required to be made with respect thereto, that were required to be filed with any Securities Authority, and has paid all fees and assessments due and payable Station is in connection therewith. The Company is duly registered as an investment advisor under the Advisers Act. To the Knowledge of Seller, all regulatory documents of the Company complied compliance in all material respects with the requirements FCC's published policy on exposure to radio frequency radiation. No renewal of any Station License would constitute a major environmental action under the securities laws and the published rules and regulations of the SEC promulgated thereunder applicable to such regulatory documents, and none of such regulatory documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light FCC. As of the circumstances date of this Agreement, to the Knowledge of the ACME Entities, there are no facts which, under which they were madethe Communications Act or the published rules and regulations of the FCC, not materially misleadingwould disqualify Sellers from assigning the Station Licenses or from consummating the transactions contemplated herein within the times contemplated herein. Sellers maintain an appropriate public inspection file at the Station's studios in accordance with published FCC rules and regulations. Access to the Station's transmission facilities is restricted in accordance with the published policies, rules and regulations of the FCC.

Governmental Permits. Except as set forth on Schedule 3.4 and Schedule 3.10, as of the date hereof, the Company (a) Each Seller owns, holds or possesses all material licenses, franchises, permits, privileges, immunities, certificates, rights, exemptions, variances, orders, consents, approvals and other authorizations from a Governmental Entity (collectively, “Governmental Permits”) Body that are necessary to entitle it to own, lease, operate and use its properties or assets own the Purchased Assets owned by it and to carry on and conduct its business the Business substantially as currently conducted as by it except for any of the date hereofforegoing as to which the failure to so own, hold or possess would not have a material adverse effect on the Purchased Assets or the Business (herein collectively called “Governmental Permits”). Schedule 5.6 sets forth a list of each Governmental Permit, except for such incidental licenses, permits and other authorizations which would be readily obtainable by any qualified applicant without undue burden in the event of any lapse, termination, cancellation or forfeiture thereof. (b) Except as set forth on in Schedule 3.10, the Company 5.6 (i) each Seller has complied fulfilled and performed in all material respects with all terms and conditions their obligations under each of the Governmental Permits. Except as set forth on Schedule 3.10Permits to which it is subject, and no event has occurred or condition or state of facts exists which constitutes a breach or default under any such Governmental Permit or which permits revocation or termination of any such Governmental Permit or which would cause the Company suspension, termination, revocation, cancellation, limitation or impairment of any such Governmental Permit; (ii) no notice of cancellation, of default or of any material dispute concerning any Governmental Permit has been received by a Seller that has not received any written notice been revoked or otherwise resolved or cured; (iii) each of any violation of any the Governmental Permit. No suspensionPermits is valid, cancellation subsisting and in full force and effect; and (iv) there are no material fines or non-renewal penalties owed by a Seller in respect of any Governmental Permit is pending or, to the Knowledge of Seller, threatened. Notwithstanding the foregoing, the representations and warranties contained in this Section 3.10 do not apply to Taxes, benefit plans and related matters or labor matters, which subject matters are addressed in their entirety and exclusively in Section 3.9 (Tax Matters), Section 3.16 (Employee Benefit Plans) and Section 3.17 (Labor Matters), respectively. Except as set forth on Schedule 3.10, since January 1, 2008, the Company has timely filed all forms, reports, registration statements, schedules and other documents, together with any amendments required to be made with respect thereto, that were required to be filed with any Securities Authority, and has paid all fees and assessments due and payable in connection therewith. The Company is duly registered as an investment advisor under the Advisers Act. To the Knowledge of Seller, all regulatory documents of the Company complied in all material respects with the requirements of the securities laws and the rules and regulations of the SEC promulgated thereunder applicable to such regulatory documents, and none of such regulatory documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not materially misleadingviolation thereof.