Common use of LICENSES, AUTHORIZATION AND COMPLIANCE THEREWITH Clause in Contracts

LICENSES, AUTHORIZATION AND COMPLIANCE THEREWITH. Seller owns and/or has all franchises, licenses, permits, consents, approvals or authorizations of any public or governmental agency materially necessary to the conduct by Seller of its business as now conducted, including, but not limited to, the Licenses described in SCHEDULE 1.1(a) hereto, without any material conflict with the rights of others, all of which are in full force and effect, except as set forth in SCHEDULE 1.1(a), subject to no lien, charge, encumbrance, or limitation. Without material exception, to the best of Seller's knowledge, Seller is in material compliance with all of its material obligations with respect thereto; and no event has occurred which permits, or after notice or lapse of time, or both, would permit, the revocation or termination of any of the foregoing or would materially adversely affect the rights of Seller thereunder. Except as may be provided in SCHEDULE 1.1(a), Seller has no knowledge of any applications or any material complaints or proceedings pending or to the best of Seller's knowledge threatened as of the date hereof before the FCC directly relating to the business or operation of the Stations other than proceedings which generally affect the broadcast industry. Further, on the Closing Date, except as set forth on Schedule 1.1(a), the Stations will, unless otherwise provided, be on the air operating at full licensed power (consistent with the FCC's Rules and Regulations, the Communications Act of 1934, as amended (the "Act"), and regulations promulgated thereunder) under their present licenses, not under any Special Temporary Authority, as defined by the FCC. All FCC requirements for such authority will have been met, and there will be no material uncorrected FCC violations. If notice of any such violation is received or if Seller hereinafter becomes aware of any such violation prior to Closing, Seller, at its own expense, shall eliminate and cause to be removed all such violations by the date of Closing. All returns, reports and statements required to be filed with the FCC or other governmental agency relating to the Stations have been or will be duly and timely filed, and all said reports, returns and statements are or will be complete and correct as filed. To Seller's best knowledge, the "Public Inspection File" of the Stations will be complete and in full compliance with Section 73.3526 of the FCC's Rules and Regulations on the Closing Date.

LICENSES, AUTHORIZATION AND COMPLIANCE THEREWITH. Seller owns and/or has all franchises, licenses, permits, consents, approvals or authorizations of any public or governmental agency materially necessary to the conduct by Seller of its business as now conducted, including, but not limited to, the Licenses described in SCHEDULE 1.1(aSchedule 1. 1 (a) hereto, without any material conflict with the rights of others, all of which are in full force and effect, except as set forth in SCHEDULE 1.1(a), effect and to the best knowledge of Seller subject to no lien, charge, encumbrance, or limitation. Without material exception, to the best of Seller's knowledge, Seller is in material compliance with all of its material obligations with respect thereto; and no event has occurred which permits, or after notice or lapse of time, time or both, both would permit, the revocation or termination of any of the foregoing or would materially adversely affect the rights of Seller thereunder. Except as may be provided in SCHEDULE 1.1(a1.1 (a), Seller has no knowledge of any applications or any material complaints or proceedings pending or to the best of Seller's knowledge threatened as of the date hereof before the FCC directly relating to the business or operation of the Stations Station other than proceedings which generally affect the broadcast industry. Further, on the Closing Date, except as set forth on Schedule 1.1(a), the Stations Station will, unless otherwise providedprovided in Section 4.8(b) below, be on the air operating at full licensed power (consistent with the FCC's Rules and Regulations, the Communications Act of 1934, as amended (the "Act"), and regulations promulgated thereunder) under their present licenses, not under any Special Temporary Authority, as defined by the FCC. All FCC requirements for such authority will have been met, and there will be no material uncorrected FCC violations. If notice of any such violation (other than violations that involve Buyer) is received or if Seller hereinafter becomes aware of any such violation prior to Closing, Seller, at its own expense, shall eliminate and cause to be removed all such violations by the date of Closing. All returns, reports and statements required to be filed with the FCC or other governmental agency relating to the Stations Station have been or will be duly and timely filed, and all said reports, returns and statements are or will be complete and correct as filed. To Seller's best knowledge, the The "Public Inspection File" of the Stations Station will be complete and in full compliance with Section 73.3526 of the FCC's Rules and Regulations on the Closing Date.

LICENSES, AUTHORIZATION AND COMPLIANCE THEREWITH. Seller owns The Companies own ------------------------------------------------ and/or has have all franchises, licenses, permits, consents, approvals or authorizations of any public or governmental agency materially necessary to the conduct by Seller the Companies of its their business as now conducted, including, but not limited to, all of the Licenses described FCC authorizations issued to the Companies with respect to the Stations and their auxiliaries, including all rights in SCHEDULE 1.1(aand to the call letters WOBM-AM and WOBM-FM (the "Licenses"), each as set forth on Schedule 4(a) ------------- attached hereto, without any material conflict with the rights of others, all of which are in full force and effect, except as set forth in SCHEDULE 1.1(aSchedule 4(a), and ------------- subject to no lien, charge, encumbrance, or limitation. Without material exception, to the best of Seller's Sellers' knowledge, Seller is the Companies are in material compliance with all of its their material obligations with respect thereto; and no event has occurred which permits, or after notice or lapse of time, time or both, both would permit, the revocation or termination of any of the foregoing or would materially adversely affect the rights of Seller the Companies thereunder. Except as may be provided in SCHEDULE 1.1(aSchedule 4(a), Seller has Sellers have no knowledge of ------------- any applications or any material complaints or proceedings pending or to the best of Seller's Sellers' knowledge threatened as of the date hereof before the FCC directly relating to the business or operation of the Stations other than proceedings which generally affect the broadcast industry. Further, on the Closing Date, except as set forth on Schedule 1.1(a4(a), the Stations will, unless ------------- otherwise provided, be on the air operating at full licensed power (consistent with the FCC's Rules and Regulations, the Communications Act of 1934, as amended (the "Act"), and regulations promulgated thereunder) under their present licenses, not under any Special Temporary Authority, Authority as defined by the FCC. All FCC requirements for such authority will have been met, and there will be no material uncorrected FCC violationsviolations as to the Stations for conduct engaged in by the Companies. If notice of any such violation is received or if Seller Sellers hereinafter becomes become aware of any such violation prior to Closing, SellerSellers, at its their own expense, shall eliminate and cause to be removed all such violations by the date of Closing; provided that the violations relate to conduct by the Companies. All returns, reports and statements required to be filed with the FCC or other governmental agency relating to the Stations have been or will be duly and timely filed, and all said reports, returns and statements are or will be complete and correct as filed. To Seller's Sellers' best knowledge, the "Public Inspection File" of the Stations will be complete and in full compliance with Section 73.3526 of the FCC's Rules and Regulations on the Closing Date.

LICENSES, AUTHORIZATION AND COMPLIANCE THEREWITH. Seller owns and/or ------------------------------------------------ has all franchises, licenses, permits, consents, approvals or authorizations of any public or governmental agency materially necessary to the conduct by Seller of its business as now conducted, including, but not limited to, the Licenses described in SCHEDULE Schedule 1.1(a) hereto, without any material conflict with the --------------- rights of others, all of which are in full force and effect, except as set forth in SCHEDULE Schedule 1.1(a), and subject to no lien, charge, encumbrance, or limitation. ---------------- Without material exception, to the best of Seller's knowledge, Seller is in material compliance with all of its material obligations with respect thereto; and no event has occurred which permits, or after notice or lapse of time, time or both, both would permit, the revocation or termination of any of the foregoing or would materially adversely affect the rights of Seller thereunder. Except as may be provided in SCHEDULE Schedule 1.1(a), Seller has no knowledge of ---------------- any applications or any material complaints or proceedings pending or to the best of Seller's knowledge threatened as of the date hereof before the FCC directly relating to the business or operation of the Stations other than proceedings which generally affect the broadcast industry. Further, on the Closing Date, except as set forth on Schedule 1.1(a), the Stations will, unless otherwise provided, be on the air operating at full licensed power (consistent with the Stations' usual and customary engineering practices and the FCC's Rules and Regulations, the Communications Act of 1934, as amended (the "Act,"), ) and regulations promulgated thereunder) , under their present licenses, not under any Special Temporary Authority, as defined by the FCC. All FCC requirements for such authority will have been met, and there will be no material uncorrected FCC violations. If notice of any such violation is received or if Seller hereinafter becomes aware of any such violation prior to Closing, Seller, at its own expense, shall eliminate and cause to be removed all such violations by the date of Closing. All returns, reports and statements required to be filed with the FCC or other governmental agency relating to the Stations have been or will be duly and timely filed, and all said reports, returns and statements are or will be complete and correct as filed. To Seller's best knowledge, the "Public Inspection File" of the Stations will be complete and in full compliance with Section 73.3526 of the FCC's Rules and Regulations on the Closing Date.