Common use of Licenses and Authorizations Clause in Contracts

Licenses and Authorizations. Seller is, and on the Closing Date will be, the holder of the Licenses relating to the Stations, all of which 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 now, and 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 Licenses, or any investigation, Order to Show Cause, Notice of Violation, Notice of Apparent Liability for Forfeiture, Order of Forfeiture, or Complaint against the 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 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 aggregate, could be materially adverse to the Stations or the Stations' Assets. Seller knows of no reason why the FCC should not approve the Application required by Article 3 hereof.

Licenses and Authorizations. To the best of Seller's knowledge after --------------------------- due inquiry by Seller, Seller ishas all foreign, federal, state or local governmental licenses, franchises, permits, privileges, approvals and other authorizations and licenses which are necessary to entitle it to own or lease the Purchased Assets and to operate and use the Purchased Assets to conduct and carry on the Closing Date will beBusiness as presently conducted at the Center (the "Licenses"), except for such Licenses which if not maintained, would not have a material adverse effect on the holder continuing operation of the Business at the Center. Set forth on Schedule 2.6 hereto is a list and brief description of each of the Licenses. Each of the Licenses relating to the Stations, all of which are is valid and in full force and effect (and none effect. No notice of which shall be altered cancellation, default or modified between breach of or any dispute concerning any of the date hereof and the Closing Date); andLicenses owned, except as disclosed in Schedule A hereof and except as may be expressly consented to in writing possessed or held by Buyer, Seller has and will have no applications outstanding for any operating authority, or for the construction of any facility event or for condition or state of facts described in the modification next following sentence has been received by Seller with respect to any of any authorization or application thereforsuch Licenses. Schedule A annexed hereto sets forth a complete listing To the best 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 licensesSeller's knowledge after due inquiry, 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 there is not now, and on the Closing Date there will not be, now pending, or to the knowledge of Seller threatened, any action by or before the FCC to revoke, cancel, rescind, modify, 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, would constitute 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 of any investigation, Order to Show Cause, Notice of Violation, Notice of Apparent Liability for Forfeiture, Order of Forfeituresuch Licenses, or Complaint against which would materially adversely affect any of the Stations rights of Seller thereunder. Notwithstanding the 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 Seller. In indirectly, by matter of law, will be assigned or assignable to or will otherwise inure to the event benefit of Buyer as a result of the consummation of the transactions contemplated by this Agreement, nor as an attempt to assign 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 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 aggregate, could be materially adverse to the Stations or the Stations' Assets. Seller knows of no reason why the FCC should not approve the Application required by Article 3 hereofLicenses.

Licenses and Authorizations. Seller isCompliance with Environmental and Health Laws. The Borrower and each of its Subsidiaries has all necessary licenses, permits and governmental authorizations to own and operate its Properties and to carry on the Closing Date will be, the holder of the Licenses relating to the Stations, all of which are in full force its business as currently conducted and effect (and none of which shall be altered or modified between the date hereof and the Closing Date); andcontemplated, except as disclosed in Schedule A hereof and except as may be expressly consented where the failure 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 maintain such licenses, permits and authorizations would (individually or in the aggregate, insofar as the 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 Borrower and its Subsidiaries taken as a whole. The Borrower and its Subsidiaries are in compliance with all Environmental and Health Laws, except where the failure to comply would not 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 connection with any court proceeding which would reasonably be expected to have a material adverse effect on the Property, business or operations of the Borrower and its Subsidiaries taken as a whole claiming that: (i) the Borrower or 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 FCC and other regulatory bodies that are required 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 operation costs of the Stations and the conduct cleaning up, remediating or responding to a release of its business as conducted on the date hereof. There is not now, and on the Closing Date there will not be, pending, Hazardous Materials; 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 (iv) any of the LicensesBorrower'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 any investigationcosts incurred by such governmental entity in response to, Order to Show Cause, Notice a release of Violation, Notice of Apparent Liability for Forfeiture, Order of Forfeiture, or Complaint against the 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 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 aggregate, could be materially adverse to the Stations or the Stations' Assets. Seller knows of no reason why the FCC should not approve the Application required by Article 3 hereofa Hazardous Materials.

Licenses and Authorizations. (a) As of the date of this Agreement, Seller is, and on the Closing Date will be, is the holder of the Licenses relating FCC Authorizations listed in Schedule 3.7 to this Agreement. Attached hereto are true and complete copies of the Stations, FCC Authorizations. Such FCC Authorizations constitute all of which the licenses and authorizations required under the Communications Act of 1934, as amended (the "Communications Act"), and the current rules, regulations, and policies of the FCC for and/or used in the operation of the Programming Service as now operated. The FCC 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 hereofeffect. There is not now, and on the Closing Date there will not be, pending, now pending or to the knowledge of Seller threatened, threatened any action by or before the FCC to revoke, cancel, rescind, modify, modify or refuse to renew in the ordinary course any of such FCC Authorizations, and there is not now pending or to the Licensesknowledge of Seller threatened, issued or outstanding by or before the FCC, any investigation, Order to Show Cause, Notice of Violation, Notice of Apparent Liability for Forfeiture, Order or Notice of Forfeiture, Forfeiture or Complaint complaint against Seller with respect to the Stations or SellerProgramming Service. In the event of any such action, or the filing or issuance of any such order, notice or complaintcomplaint against Seller, or knowledge Seller's learning of the threat thereof, Seller shall promptly notify Buyer of same within (5) business days after Seller receives notice thereof, in writing and shall take all reasonable measures measures, at its expense, to contest in good faith or seek removal or rescission of such action, order, notice or complaint. The Programming Service is operating in compliance in all material respects with the FCC Authorizations, the Communications Act 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 the current rules and regulations of the operation FCC. All material reports, forms and statements required to be filed by Seller with the FCC with respect to the Programming Service since the grant of the Stations the effect last renewal of which, individually or in aggregate, could be materially adverse to the Stations or the Stations' Assets. Seller knows of no reason why the FCC should not approve the Application required by Article 3 hereofAuthorizations have been filed and are complete and accurate in all material respects.

Licenses and Authorizations. Seller is(a) As of the date of this Agreement, --------------------------- WZZM Argyle and WGRZ Argyle are the holders of their respective Argyle TV Stations FCC Authorizations listed in Schedule 5.7 to this Agreement. Argyle ------------ will deliver to Gannett true and complete copies of the Argyle TV Stations FCC Authorizations. The Argyle TV Stations FCC Authorizations constitute all of the licenses and authorizations required under the Communications Act of 1934, as amended (the "Communications Act"), and on the Closing Date will becurrent rules, the holder regulations, and policies of the Licenses relating to FCC for and/or used in the Stations, all operation of which the Argyle TV Stations as now operated. The Argyle TV Stations FCC Authorizations are in full force and effect (and none are unimpaired by any act or omission 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 authorityArgyle Party, or for the construction of any facility their respective officers, directors, employees 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 hereofagents. There is not now, and on the Closing Date there will not be, now pending, or to the knowledge of Seller Argyle threatened, any action by or before the FCC to revoke, cancel, rescind, modify, modify or refuse to renew in the ordinary course any of the LicensesArgyle TV Stations FCC Authorizations, and there is not now pending, or to the knowledge of Argyle threatened, issued or outstanding by or before the FCC, any investigation, Order to Show Cause, Notice of Violation, Notice of Apparent Liability for Forfeiture, Order or Notice of Forfeiture, Forfeiture or Complaint complaint against Argyle or any of its affiliates with respect to the Stations or SellerArgyle TV Stations. In the event of any such action, or the filing or issuance of any such order, notice or complaintcomplaint against Argyle, or knowledge Argyle's learning of the threat thereof, Seller Argyle shall promptly notify Buyer Gannett of same within (5) business days after Seller receives notice thereof, in writing and shall take all reasonable measures measures, at its expense, to 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 aggregate, could be materially adverse to the Stations or the Stations' Assets. Seller knows of no reason why the FCC should not approve the Application required by Article 3 hereof.