Common use of Licenses and Authorizations Clause in Contracts

Licenses and Authorizations. (a) The Company and its Subsidiaries hold all material licenses, permits, certificates, franchises, ordinances, registrations, or other rights, applications and authorizations filed with, granted or issued by, or entered by any Governmental Entity, including, without limitation, any state or local regulatory authorities asserting jurisdiction over the Company or any of its Subsidiaries or their respective businesses or assets (each a "STATE AUTHORITY"), that are required for the conduct of their businesses as currently being conducted (each as amended to date) (collectively, the "COMPANY AUTHORIZATIONS"), other than such licenses, permits, certificates, franchises, ordinances, registrations or other rights, applications and authorizations the absence of which would not individually or in the aggregate materially impair the ability of the Company to consummate the transactions contemplated hereby or by the Ancillary Agreements or of the Company and its Subsidiaries to own and operate their respective properties, assets and businesses. (b) The Company Authorizations are in full force and effect and have not been pledged or otherwise encumbered, assigned, suspended, modified in any material adverse respect, canceled or revoked, and each of the Company and its Subsidiaries has operated in compliance with all terms thereof or any renewals thereof applicable to it, other than where the failure to so comply would not individually or in the aggregate have a Material Adverse Effect on the Company or materially impair the ability of the Company or its Subsidiaries to own and operate their respective properties, assets and businesses. No event has occurred with respect to any of the Company Authorizations which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such Company Authorizations. To the Knowledge of the Company, there is not pending any application, petition, objection or other pleading with any State Authority or any similar body having jurisdiction or authority over the operations of the Company or its Subsidiaries which questions the validity of or contests any Company Authorization or which could reasonably be expected, if accepted or granted, to result in the revocation, cancellation, suspension or any materially adverse modification of any Company Authorization.

Licenses and Authorizations. (a) The Company and its Subsidiaries hold all material licenses, permits, certificates, franchises, ordinances, registrations, or other rights, applications and authorizations filed with, granted or issued by, or entered by any Governmental Entity, including, without limitation, including any state or local regulatory authorities asserting jurisdiction over the Company or any of its Subsidiaries or their respective businesses or assets (each a "STATE AUTHORITY")assets, that are required for the conduct of their respective businesses as currently being conducted (each as amended to date) (collectively, the "COMPANY AUTHORIZATIONS"), other than such licenses, permits, certificates, franchises, ordinances, registrations or other rights, applications and authorizations the absence of which would not individually or in the aggregate materially impair the ability of the Company to consummate the transactions contemplated hereby or by the Ancillary Agreements Articles of Merger or impair the ability of the Company and its Subsidiaries to own and operate their respective properties, assets and businessesbusinesses (collectively, the “Company Authorizations”). (b) The Company Authorizations are in full force and effect and have not been pledged or otherwise encumbered, assigned, suspended, modified in any material adverse respect, canceled or revoked, and each of the Company and its Subsidiaries has operated in compliance with all terms thereof or any renewals thereof applicable to it, other than where the failure to so comply would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect on the Company or materially impair the ability of the Company or its Subsidiaries to own and operate their respective properties, assets and businesses. No event has occurred with respect to any of the Company Authorizations which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such Company Authorizations. To the Knowledge of the Company, there is not pending any application, petition, objection or other pleading with any State Authority or any similar body Governmental Entity having jurisdiction or authority over the operations of the Company or its Subsidiaries which questions the validity of or contests any Company Authorization or which could would reasonably be expected, if accepted or granted, to result in the revocation, cancellation, suspension or any materially adverse modification of any Company Authorization.

Licenses and Authorizations. (a) The Company Seller is, and its Subsidiaries hold all material licenses, permits, certificates, franchises, ordinances, registrations, or other rights, applications and authorizations filed with, granted or issued by, or entered by any Governmental Entity, including, without limitation, any state or local regulatory authorities asserting jurisdiction over on the Company or any of its Subsidiaries or their respective businesses or assets (each a "STATE AUTHORITY"), that are required for the conduct of their businesses as currently being conducted (each as amended to date) (collectivelyClosing Date will be, the "COMPANY AUTHORIZATIONS")holder of the Licenses relating to the Stations, other than such licenses, permits, certificates, franchises, ordinances, registrations or other rights, applications and authorizations the absence all of which would not individually or in the aggregate materially impair the ability of the Company to consummate the transactions contemplated hereby or by the Ancillary Agreements or of the Company and its Subsidiaries to own and operate their respective properties, assets and businesses. (b) The Company Authorizations are in full force and effect (and none of which shall be altered or modified between the date hereof and the Closing Date); and, except as disclosed in Schedule A hereof and except as may be expressly consented to in writing by Buyer, Seller has and will have no applications outstanding for any operating authority, or for the construction of any facility or for the modification of any authorization or application therefor. Schedule A annexed hereto sets forth a complete listing of all FCC Licenses and other authorizations currently held by or issued to Seller in connection with the operation of the Stations. The Licenses constitute all licenses, permits and authorizations from the FCC and other regulatory bodies that are required for the operation of the Stations and the conduct of its business as conducted on the date hereof. There is not been pledged or otherwise encumbered, assigned, suspended, modified in any material adverse respect, canceled or revokednow, and each on the Closing Date there will not be, pending, or to the knowledge of Seller threatened, any action by or before the FCC to revoke, cancel, rescind, modify, or refuse to renew in the ordinary course any of the Company and its Subsidiaries has operated in compliance with all terms thereof Licenses, or any renewals thereof applicable investigation, Order to itShow Cause, other than where Notice of Violation, Notice of Apparent Liability for Forfeiture, Order of Forfeiture, or Complaint against the failure Stations or Seller. In the event of any such action, or the filing or issuance of any such order, notice or complaint, or knowledge of the threat thereof, Seller shall notify Buyer of same within (5) business days after Seller receives notice thereof, and shall take all reasonable measures to so comply would contest in good faith or seek removal or rescission of such action, order, notice or complaint, and shall pay any sanctions imposed. There is not now in existence any violation on any federal, state or local law or regulation in respect of the operation of the Stations the effect of which, individually or in the aggregate have a Material Adverse Effect on the Company or materially impair the ability of the Company or its Subsidiaries to own and operate their respective propertiesaggregate, assets and businesses. No event has occurred with respect to any of the Company Authorizations which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such Company Authorizations. To the Knowledge of the Company, there is not pending any application, petition, objection or other pleading with any State Authority or any similar body having jurisdiction or authority over the operations of the Company or its Subsidiaries which questions the validity of or contests any Company Authorization or which could reasonably be expected, if accepted or granted, to result in the revocation, cancellation, suspension or any materially adverse modification to the Stations or the Stations' Assets. Seller knows of any Company Authorizationno reason why the FCC should not approve the Application required by Article 3 hereof.

Licenses and Authorizations. (a) The Company and its Subsidiaries hold all material licenses, permits, certificates, franchises, ordinances, registrations, or other rights, applications and authorizations filed with, granted or issued by, or entered by any Governmental Entity, including, without limitation, including any state or local regulatory authorities asserting jurisdiction over the Company or any of its Subsidiaries or their respective businesses or assets (each a "STATE AUTHORITY")assets, that are required for the conduct of their respective businesses as currently being conducted (each as amended to date) (collectively, the "COMPANY AUTHORIZATIONS"), other than such licenses, permits, certificates, franchises, ordinances, registrations or other rights, applications and authorizations the absence of which would not individually or in the aggregate materially impair the ability of the Company to consummate the transactions contemplated hereby or by the Ancillary Agreements Articles of Merger or of the Company and its Subsidiaries to own and operate their respective properties, assets and businessesbusinesses (collectively, the “Company Authorizations”). (b) The Company Authorizations are in full force and effect and have not been pledged or otherwise encumbered, assigned, suspended, modified in any material adverse respect, canceled or revoked, and each of the Company and its Subsidiaries has operated in compliance with all terms thereof or any renewals thereof applicable to it, other than where the failure to so comply would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect on the Company or materially impair the ability of the Company or its Subsidiaries to own and operate their respective properties, assets and businesses. No event has occurred with respect to any of the Company Authorizations which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such Company Authorizations. To the Knowledge of the Company, there is not pending any application, petition, objection or other pleading with any State Authority or any similar body Governmental Entity having jurisdiction or authority over the operations of the Company or its Subsidiaries which questions the validity of or contests any Company Authorization or which could reasonably be expected, if accepted or granted, to result in the revocation, cancellation, suspension or any materially adverse modification of any Company Authorization.

Licenses and Authorizations. (a) The Company and its Subsidiaries hold all material licenses, permits, certificates, franchises, ordinances, registrations, or other rights, applications and authorizations filed with, granted or issued by, or entered by any Governmental Entity, including, without limitation, any state or local regulatory authorities asserting jurisdiction over the Company or any of its Subsidiaries or their respective businesses or assets (each a "STATE AUTHORITY"“State Authority”), that are required for the conduct of their businesses as currently being conducted (each as amended to date) (collectively, the "COMPANY AUTHORIZATIONS"“ Company Authorizations”), other than such licenses, permits, certificates, franchises, ordinances, registrations or other rights, applications and authorizations the absence of which would not individually or in the aggregate materially impair the ability of the Company to consummate the transactions contemplated hereby or by the Ancillary Agreements or of the Company and its Subsidiaries to own and operate their respective properties, assets and businesses. (b) The Company Authorizations are in full force and effect and have not been pledged or otherwise encumbered, assigned, suspended, modified in any material adverse respect, canceled or revoked, and each of the Company and its Subsidiaries has operated in compliance with all terms thereof or any renewals thereof applicable to it, other than where the failure to so comply would not individually or in the aggregate have a Material Adverse Effect on the Company or materially impair the ability of the Company or its Subsidiaries to own and operate their respective properties, assets and businesses. No event has occurred with respect to any of the Company Authorizations which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such Company Authorizations. To the Knowledge of the Company, there is not pending any application, petition, objection or other pleading with any State Authority or any similar body having jurisdiction or authority over the operations of the Company or its Subsidiaries which questions the validity of or contests any Company Authorization or which could reasonably be expected, if accepted or granted, to result in the revocation, cancellation, suspension or any materially adverse modification of any Company Authorization.

Licenses and Authorizations. (a) The Company and its Subsidiaries hold holds all material licenses, permits, certificates, franchises, ordinances, registrations, or other rights, applications and authorizations filed withwith or granted, granted or issued by, or entered by any Governmental Entity, including, without limitation, any state or local regulatory authorities asserting jurisdiction over the Company or any of its Subsidiaries or their respective businesses or assets (each a "STATE AUTHORITY"), that are required for the conduct of their businesses its business as currently being conducted (each as amended to date) (collectively, the "COMPANY AUTHORIZATIONSCompany Authorizations"), other than such licenses, permits, certificates, franchises, ordinances, registrations or other rights, applications and authorizations the absence of which would not individually or in the aggregate materially impair the ability of the Company to consummate the transactions contemplated hereby or by the Ancillary Agreements or of the Company and its Subsidiaries to own and operate their respective the properties, assets and businessesbusiness of the Company following the Closing in the ordinary course of business. (b) The Company Authorizations are in full force and effect and have not been pledged suspended or otherwise encumbered, assigned, suspended, modified in any material adverse respect, canceled or revoked, and each of the Company and its Subsidiaries has operated in compliance with all terms thereof or any renewals thereof applicable to it, other than where the failure to so comply would not individually or in the aggregate have a Company Material Adverse Effect on the Company or materially impair the ability of the Company or its Subsidiaries to own and operate their respective the properties, assets and businesses. No event has occurred with respect to any business of the Company Authorizations which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of following the rights of the holder of any such Company AuthorizationsClosing. To the Knowledge of the Company's knowledge, there is not pending any application, petition, objection or other pleading with any State Authority or any similar body having jurisdiction or authority over the operations of the Company or its Subsidiaries Governmental Entity which questions the validity of or contests any Company Authorization or which could reasonably be expected, if accepted or granted, to result in the revocation, cancellation, suspension or any materially adverse modification of any Company Authorization.

Licenses and Authorizations. (a) The Company and its Subsidiaries hold To the best of Seller's knowledge after --------------------------- due inquiry by Seller, Seller has all material foreign, federal, state or local governmental licenses, franchises, permits, certificatesprivileges, franchises, ordinances, registrations, approvals and other authorizations and licenses which are necessary to entitle it to own or other rights, applications lease the Purchased Assets and authorizations filed with, granted or issued by, or entered by any Governmental Entity, including, without limitation, any state or local regulatory authorities asserting jurisdiction over to operate and use the Company or any of its Subsidiaries or their respective businesses or assets Purchased Assets to conduct and carry on the Business as presently conducted at the Center (each a the "STATE AUTHORITYLicenses"), that are required except for the conduct of their businesses as currently being conducted (each as amended to date) (collectivelysuch Licenses which if not maintained, the "COMPANY AUTHORIZATIONS"), other than such licenses, permits, certificates, franchises, ordinances, registrations or other rights, applications and authorizations the absence of which would not individually or in have a material adverse effect on the aggregate materially impair the ability continuing operation of the Company to consummate Business at the transactions contemplated hereby or by the Ancillary Agreements or Center. Set forth on Schedule 2.6 hereto is a list and brief description of each of the Company Licenses. Each of the Licenses is valid and its Subsidiaries to own and operate their respective properties, assets and businesses. (b) The Company Authorizations are in full force and effect and have not been pledged effect. No notice of cancellation, default or otherwise encumbered, assigned, suspended, modified in breach of or any material adverse respect, canceled or revoked, and each dispute concerning any of the Company and its Subsidiaries has operated in compliance with all terms thereof Licenses owned, possessed or held by Seller or of any renewals thereof applicable to it, other than where the failure to so comply would not individually event or condition or state of facts described in the aggregate have a Material Adverse Effect on the Company or materially impair the ability of the Company or its Subsidiaries to own and operate their respective properties, assets and businesses. No event next following sentence has occurred been received by Seller with respect to any of such Licenses. To the Company Authorizations which permitsbest of Seller's knowledge after due inquiry, there is not now pending, or to the knowledge of Seller threatened, any action to revoke, cancel, rescind, modify or refuse to renew in the ordinary course any of the Licenses. Seller and, to the best of its knowledge, its predecessors in interest have performed and fulfilled in all material respects all of their respective obligations under each of the Licenses, and Seller is not aware of any event or condition or state of facts which constitutes or, after notice or lapse of time or both both, would permitconstitute a breach or default under any of such Licenses, or which permits or, after notice or lapse of time or both, would permit revocation or termination thereof of any of such Licenses, or which would result in materially adversely affect any other material impairment of the rights of Seller thereunder. Notwithstanding the holder foregoing, nothing in this Agreement, including the foregoing representation, shall be construed as a representation by Seller that any Licenses which are not assignable, directly or indirectly, by matter of law, will be assigned or assignable to or will otherwise inure to the benefit of Buyer as a result of the consummation of the transactions contemplated by this Agreement, nor as an attempt to assign any such Company Authorizations. To the Knowledge of the Company, there is not pending any application, petition, objection or other pleading with any State Authority or any similar body having jurisdiction or authority over the operations of the Company or its Subsidiaries which questions the validity of or contests any Company Authorization or which could reasonably be expected, if accepted or granted, to result in the revocation, cancellation, suspension or any materially adverse modification of any Company AuthorizationLicenses.

Licenses and Authorizations. Compliance with Environmental and Health Laws. (a) The Company Parent and its Subsidiaries hold all material licenses, permits, certificates, franchises, ordinances, registrations, or other rights, applications and authorizations filed with, granted or issued by, or entered by any Governmental Entity, including, without limitation, any state or local regulatory authorities asserting jurisdiction over the Company or any each of its Subsidiaries or their respective businesses or assets (each a "STATE AUTHORITY"), that are required for the conduct of their businesses as currently being conducted (each as amended to date) (collectively, the "COMPANY AUTHORIZATIONS"), other than such has all necessary licenses, permits, certificates, franchises, ordinances, registrations or other rights, applications permits and governmental authorizations the absence of which would not individually or in the aggregate materially impair the ability of the Company to consummate the transactions contemplated hereby or by the Ancillary Agreements or of the Company and its Subsidiaries to own and operate their respective propertiesits Properties and to carry on its business as currently conducted and contemplated, assets and businessesexcept to the extent the failure to have such licenses, permits or authorizations would not reasonably be expected to have a Material Adverse Effect. (b) The Company Authorizations are in full force and effect and have not been pledged or otherwise encumbered, assigned, suspended, modified in any material adverse respect, canceled or revoked, To the best of the Borrower’s and each Guarantor’s knowledge, the business and operations of the Company Parent and its Subsidiaries has operated each Subsidiary comply in compliance all respects with all terms thereof or any renewals thereof applicable to itEnvironmental and Health Laws, other than except where the failure to so comply would not (individually or in the aggregate aggregate) reasonably be expected to have a Material Adverse Effect. (c) Neither the Parent nor any Subsidiary has given, nor is it required to give, nor has it received, any notice, letter, citation, order, warning, complaint, inquiry, claim or demand to or from any governmental entity or in connection with any court proceeding with respect to a matter which would reasonably be expected to have a Material Adverse Effect on claiming that: (i) the Company Parent or materially impair any Subsidiary has violated, or is about to violate, any Environmental and Health Law; (ii) there has been a release, or there is a threat of release, of Hazardous Materials from the ability Parent’s or any Subsidiary’s Property, facilities, equipment or vehicles; (iii) the Parent or any Subsidiary may be or is liable, in whole or in part, for the costs of the Company cleaning up, remediating or its Subsidiaries responding to own and operate their respective properties, assets and businesses. No event has occurred with respect to a release of Hazardous Materials; or (iv) any of the Company Authorizations which permitsParent’s or any Subsidiary’s property or assets are subject to a Lien in favor of any governmental entity for any liability, costs or damages, under any Environmental and Health Law arising from, or after notice or lapse costs incurred by such governmental entity in response to, a release of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such Company Authorizations. To the Knowledge of the Company, there is not pending any application, petition, objection or other pleading with any State Authority or any similar body having jurisdiction or authority over the operations of the Company or its Subsidiaries which questions the validity of or contests any Company Authorization or which could reasonably be expected, if accepted or granted, to result in the revocation, cancellation, suspension or any materially adverse modification of any Company Authorizationa Hazardous Materials.

Licenses and Authorizations. (a) Compliance with Environmental and Health Laws. The Company Borrower and its Subsidiaries hold all material licenses, permits, certificates, franchises, ordinances, registrations, or other rights, applications and authorizations filed with, granted or issued by, or entered by any Governmental Entity, including, without limitation, any state or local regulatory authorities asserting jurisdiction over the Company or any each of its Subsidiaries or their respective businesses or assets (each a "STATE AUTHORITY")has all necessary licenses, that are required for the conduct of their businesses permits and governmental authorizations to own and operate its Properties and to carry on its business as currently being conducted (each as amended and contemplated, except where the failure to date) (collectively, the "COMPANY AUTHORIZATIONS"), other than maintain such licenses, permits, certificates, franchises, ordinances, registrations or other rights, applications permits and authorizations the absence of which would not (individually or in the aggregate materially impair aggregate, insofar as the ability Borrower may reasonably foresee) not reasonably be expected to have, and does not actually have, a material adverse effect on the business, operations, Property or financial or other condition of the Company to consummate the transactions contemplated hereby or by the Ancillary Agreements or of the Company Borrower and its Subsidiaries to own and operate their respective properties, assets and businesses. (b) taken as a whole. The Company Authorizations are in full force and effect and have not been pledged or otherwise encumbered, assigned, suspended, modified in any material adverse respect, canceled or revoked, and each of the Company Borrower and its Subsidiaries has operated are in compliance with all terms thereof or any renewals thereof applicable to itEnvironmental and Health Laws, other than except where the failure to so comply would not individually be reasonably expected to have, and actually does not have, a material adverse effect on the business, operations, Property or financial or other condition of the Borrower and its Subsidiaries taken as a whole. Neither the Borrower nor any Subsidiary has given, nor is it required to give, nor has the Borrower or any Subsidiary received, any notice, letter, citation, order, warning, complaint, inquiry, claim or demand to or from any governmental entity or in the aggregate connection with any court proceeding which would reasonably be expected to have a Material Adverse Effect material adverse effect on the Company Property, business or materially impair the ability operations of the Company or Borrower and its Subsidiaries taken as a whole claiming that: (i) the Borrower or any Subsidiary has violated, or is about to own violate, any Environmental and operate their respective propertiesHealth Law; (ii) there has been a release, assets and businesses. No event has occurred with respect or there is a threat of release, of Hazardous Materials from the Borrower's or any Subsidiary's Property, facilities, equipment or vehicles; (iii) the Borrower or any Subsidiary may be or is liable, in whole or in part, for the costs of cleaning up, remediating or responding to a release of Hazardous Materials; or (iv) any of the Company Authorizations which permitsBorrower's or any Subsidiary's property or assets are subject to a Lien in favor of any governmental entity for any liability, costs or damages, under any Environmental and Health Law arising from, or after notice or lapse costs incurred by such governmental entity in response to, a release of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such Company Authorizations. To the Knowledge of the Company, there is not pending any application, petition, objection or other pleading with any State Authority or any similar body having jurisdiction or authority over the operations of the Company or its Subsidiaries which questions the validity of or contests any Company Authorization or which could reasonably be expected, if accepted or granted, to result in the revocation, cancellation, suspension or any materially adverse modification of any Company Authorizationa Hazardous Materials.

Licenses and Authorizations. (a) The Company and its Subsidiaries hold Seller owns, holds or possesses all material --------------------------- foreign, federal, state or local governmental licenses, franchises, permits, certificatesprivileges, franchises, ordinances, registrations, approvals and other authorizations and licenses which are necessary to entitle it to own or other rights, applications lease the Purchased Assets and authorizations filed with, granted or issued by, or entered by any Governmental Entity, including, without limitation, any state or local regulatory authorities asserting jurisdiction over to operate and use the Company or any of its Subsidiaries or their respective businesses or assets Purchased Assets to conduct and carry on the Business as presently conducted at the Center (each a the "STATE AUTHORITYLicenses"), that are required for the conduct . Set forth on Schedule 2.6 -------- ------------ hereto is a list and brief description of their businesses as currently being conducted (each as amended to date) (collectively, the "COMPANY AUTHORIZATIONS"), other than such licenses, permits, certificates, franchises, ordinances, registrations or other rights, applications and authorizations the absence of which would not individually or in the aggregate materially impair the ability of the Company to consummate the transactions contemplated hereby or by the Ancillary Agreements or Licenses. Each of the Company Licenses is valid and its Subsidiaries to own and operate their respective properties, assets and businesses. (b) The Company Authorizations are in full force and effect and, except as disclosed in Schedule 2.6, may be assigned and have not been pledged transferred to Buyer in accordance with this ------------ Agreement and will continue in full force and effect thereafter, without default or otherwise encumberedforfeiture of any rights thereunder. No notice of cancellation, assigned, suspended, modified in default or breach of or any material adverse respect, canceled or revoked, and each dispute concerning any of the Company and its Subsidiaries has operated in compliance with all terms thereof Licenses owned, possessed or held by Seller or of any renewals thereof applicable to it, other than where the failure to so comply would not individually event or condition or state of facts described in the aggregate have a Material Adverse Effect on the Company or materially impair the ability of the Company or its Subsidiaries to own and operate their respective properties, assets and businesses. No event next following sentence has occurred been received by Seller with respect to any of the Company Authorizations which permitssuch Licenses. There is not now pending, or to the knowledge of Seller threatened, any action to revoke, cancel, rescind, modify or refuse to renew in the ordinary course any of the Licenses. Seller and, to the best of its knowledge, its predecessors in interest have performed and fulfilled in all respects all of their respective obligations under each of the Licenses, and Seller is not aware of any event or condition or state of facts which constitutes or, after notice or lapse of time or both both, would permitconstitute a breach or default under any of such Licenses or which permits or, after notice or lapse of time or both, would permit revocation or termination thereof of any of such Licenses or which would result in adversely affect any other material impairment of the rights of the holder of any such Company Authorizations. To the Knowledge of the Company, there is not pending any application, petition, objection or other pleading with any State Authority or any similar body having jurisdiction or authority over the operations of the Company or its Subsidiaries which questions the validity of or contests any Company Authorization or which could reasonably be expected, if accepted or granted, to result in the revocation, cancellation, suspension or any materially adverse modification of any Company AuthorizationSeller thereunder.