Common use of Litigation; Compliance with Law Clause in Contracts

Litigation; Compliance with Law. To the best of Seller's knowledge, the Station is in compliance in all material respects with all applicable federal, state and local laws, ordinances and regulations, including compliance with the Communications Act and all rules and regulations issued thereunder. Except for proceedings affecting segments of the broadcasting industry in general, there is no complaint, claim, litigation, investigation, or judicial, administrative, or other proceeding of any nature, including, without limitation, a grievance, arbitration, or insolvency or bankruptcy proceeding, pending or to the best of Seller's knowledge threatened against the Station, Seller, or any of the Assets being sold or transferred to Buyer, which may (a) adversely affect the Assets or the Commission Authorizations or Other Authorizations to be assigned hereunder, or the operation of the Station in substantially the same manner as it is currently operated, or the ability of Buyer to own and operate the Station in substantially the same manner as it is currently operated, or the use, ownership, or operation of any of the Assets by Buyer in substantially the same manner as such Assets are currently used or operated, (b) restrain or enjoin the Closing or the consummation of the transactions contemplated hereby, or (c) result in the revocation, modification or suspen­sion of the Commission Authorizations or Other Authorizations, or the issuance or imposition of any administrative sanction that might adversely affect the Assets or the Commission Authorizations or Other Authorizations, or the operation of the Station in substantially the same manner as it is currently operated or the ability of Buyer to own and operate the Station in substantially the same manner as it is currently operated or the use, ownership, or operation of any of the Assets by Buyer in substantially the same manner as such Assets are currently used or operated. In addition, to Seller's knowledge, no such litigation, investigation, or proceeding has been threatened which would result in a material adverse effect upon the Station or its business, operations, prospects or conditions (financial or otherwise). Seller will give Buyer prompt notice of its discovery of any such basis or the institution or the threat of any such litigation, investigation, or proceeding. Seller is not in default in respect to any judgment, order, writ, injunction, decree, rule, or regulation of any applicable court or governmental body, which default could have a materially adverse effect on the Assets or the Station.

Litigation; Compliance with Law. To the best of Seller's knowledge, the The Station is in compliance =============================== in all material respects with all applicable federal, state and local laws, ordinances and regulations, including compliance with the Communications Act and all rules and regulations issued thereunder. Except for Other than proceedings affecting segments of the broadcasting industry in general, there is no complaint, claim, litigation, investigation, or judicial, administrative, or other proceeding of any nature, including, without limitation, a grievance, arbitration, or insolvency or bankruptcy proceeding, pending pending, or to the best of the Seller's knowledge threatened knowledge, threatened, against the Station, Seller, or any of the Assets being sold or transferred to Buyer, including, without limitation, any proceeding which may (a) adversely affect the Assets or the Commission Authorizations or Other Authorizations to be assigned hereunder, or the operation of the Station in substantially the same manner as it is currently operatedStation, or the ability of Buyer to own and operate the Station in substantially the same manner as it is currently operatedStation, or the use, ownership, or operation of any of the Assets by Buyer in substantially the same manner as such Assets are currently used or operatedBuyer, (b) restrain or enjoin the Closing or the consummation of the transactions contemplated hereby, or (c) result in the revocation, modification or suspen­sion suspension of the Commission Authorizations or Other Authorizations, or the issuance or imposition of any administrative sanction that might adversely affect the Assets or the Commission Authorizations or Other Authorizations, or the operation of the Station in substantially the same manner as it is currently operated or the ability of Buyer to own and operate the Station in substantially the same manner as it is currently operated or the use, ownership, or operation of any of the Assets by Buyer in substantially the same manner as such Assets are currently used or operatedBuyer. In addition, to Seller's '' knowledge, no such litigation, investigation, or proceeding proceedings has been threatened which would result in a material adverse effect upon the Station or its business, operations, prospects or conditions (financial or otherwise)threatened. Seller will give Buyer prompt notice of its discovery of any such basis or the institution or the threat of any such litigation, investigation, or proceeding. Seller is not in default in respect to any judgmentjudgement, order, writ, injunction, decree, rule, or regulation of any applicable court or governmental body, which default could have a materially adverse effect on the Assets or the Station.

Litigation; Compliance with Law. To Except as disclosed on Schedule 4.9 and with respect to the best of Seller's knowledgeBusiness: (a) the Seller is not engaged in or a party to or, to the Station is in compliance in all material respects with all applicable federal, state and local laws, ordinances and regulations, including compliance with the Communications Act and all rules and regulations issued thereunder. Except for proceedings affecting segments knowledge of the broadcasting industry in generalSeller, there is no complaint, claim, litigationthreatened with any legal action, investigation, or judicial, administrative, charge or other proceeding of any nature, including, without limitation, a grievance, arbitration, or insolvency or bankruptcy proceeding, pending at law or to in equity or otherwise, whether or not before any court or Governmental Authority and whether by a private or public party, any adverse determination of which would adversely affect the best Seller or the Purchaser, the Purchaser's ownership or possession of Seller's knowledge threatened against the Station, Seller, or any of the Assets being sold or transferred to Buyer, which may (a) adversely affect the Purchased Assets or its rights under any of the Commission Authorizations or Other Authorizations to be assigned hereunderAssumed Liabilities, or the operation of the Station in substantially Business; (b) neither the same manner as it is currently operatedSeller nor any of the officers of the Business has been charged or, to the knowledge of the Seller, threatened at any time during the last three years with any violation of, has received any written notice or warning from any Governmental Authority with respect to any failure or alleged failure to comply with, or is under investigation with respect to, any provision of Law, any adverse determination of which would adversely affect the ability of Buyer to own and operate ownership or possession by the Station in substantially the same manner as it is currently operated, Seller or the use, ownership, or operation Purchaser of any of the Assets by Buyer in substantially the same manner as such Assets are currently used or operated, (b) restrain or enjoin the Closing or the consummation of the transactions contemplated hereby, or (c) result in the revocation, modification or suspen­sion of the Commission Authorizations or Other Authorizations, or the issuance or imposition of any administrative sanction that might adversely affect the Purchased Assets or the Commission Authorizations or Other AuthorizationsPurchaser's rights under any of the Assumed Liabilities, or the operation of the Station Business; (c) to the knowledge of the Seller, the Seller is not currently or has been during the last two years in substantially material violation of any Law or Order applicable to it; (d) neither the same manner as it is currently operated or the ability of Buyer to own and operate the Station in substantially the same manner as it is currently operated or the use, ownership, or operation of Seller nor any of the Assets by Buyer officers of the Business is a party to or subject to any Order entered in substantially the same manner as such Assets are currently used or operated. In addition, to Seller's knowledge, no such litigation, investigation, any lawsuit or proceeding brought by any Governmental Authority or by any person, firm, corporation or other entity against the Seller relating to the operation of the Business; (e) the Seller has been threatened which would result obtained all material permits, licenses, authorizations and other approvals of all Governmental Authorities required for the Business, and all are valid and in a material adverse effect upon full force and effect; and (f) the Station or its business, operations, prospects or conditions (financial or otherwise). Seller will give Buyer prompt notice of its discovery of any such basis or the institution or the threat of any such litigation, investigation, or proceeding. Seller is not in default in respect to any judgment, order, writ, injunction, decree, rule, or regulation breach of any applicable court agreement with a federally chartered or governmental body, which default could have a materially adverse effect on insured bank or other lending institution relating to the Assets or the StationBusiness.

Litigation; Compliance with Law. To the best of Seller's best knowledge, the Station is in compliance in all material respects with all applicable federal, state and local laws, ordinances and regulations, including compliance with the Communications Act and all rules and regulations issued thereunder. Except for proceedings affecting segments of the broadcasting industry in general, there is no complaint, claim, litigation, investigation, or judicial, administrative, or other proceeding of any nature, including, without limitation, a grievance, arbitration, or insolvency or bankruptcy proceeding, pending pending, or to the best of Seller's knowledge threatened knowledge, threatened, against the Station, Seller, or any of the Assets being sold or transferred to Buyer, including, without limitation, any proceeding which may (a) adversely affect the Assets or the Commission Authorizations or Other Authorizations to be assigned hereunder, or the operation of the Station in substantially the same manner as it is currently operatedStation, or the ability of Buyer to own and operate the Station in substantially the same manner as it is currently operatedStation, or the use, ownership, or operation of any of the Assets by Buyer in substantially the same manner as such Assets are currently used or operatedBuyer, (b) restrain or enjoin the Closing or the consummation of the transactions contemplated hereby, or (c) result in the revocation, modification or suspen­sion of the Commission Authorizations or Other Authorizations, or the issuance or imposition of any administrative sanction that might adversely affect the Assets or the Commission Authorizations or Other Authorizations, or the operation of the Station in substantially the same manner as it is currently operated or the ability of Buyer to own and operate the Station in substantially the same manner as it is currently operated or the use, ownership, or operation of any of the Assets by Buyer in substantially the same manner as such Assets are currently used or operatedBuyer. In addition, to Seller's knowledge, no such litigation, investigation, or proceeding has been threatened which would result in a material adverse effect upon the Station or its business, operations, prospects or conditions (financial or otherwise). Seller will give Buyer prompt notice of its discovery of any such basis or the institution or the threat of any such litigation, investigation, or proceeding. Seller is not in default in respect to any judgment, order, writ, injunction, decree, rule, or regulation of any applicable court or governmental body, which default could have a materially adverse effect on the Assets or the Station.

Litigation; Compliance with Law. To Except as otherwise set forth in the best of Seller's knowledge, the Station is in compliance in all material respects with all applicable federal, state and local laws, ordinances and regulations, including compliance with the Communications Act and all rules and regulations issued thereunder. Except for proceedings affecting segments of the broadcasting industry in general’s SEC filings, there is no complaint, claim, litigation, investigationproceeding or governmental investigation pending or, or judicial, administrative, or other proceeding of any nature, including, without limitation, a grievance, arbitration, or insolvency or bankruptcy proceeding, pending or to the best Knowledge of the Seller's knowledge , threatened against or relating to the Station, Seller, Seller the Business or any of the Assets being sold or transferred to Buyer, which may (a) adversely affect the Purchased Assets or the Commission Authorizations transactions contemplated by the Transaction Documents while in the ownership of the Seller. There are no decrees, injunctions or Other Authorizations to be assigned hereunder, orders of any court or other Governmental Authority regarding the Sellerthe Business or the operation of the Station in substantially the same manner as it is currently operated, or the ability of Buyer to own and operate the Station in substantially the same manner as it is currently operated, or the use, ownership, or operation of any of the Purchased Assets by Buyer in substantially the same manner as such Assets are currently used or operated, (b) restrain or enjoin the Closing or that would prohibit the consummation of the transactions contemplated herebyby the Transaction Documents or would have a Material Adverse Effect on the ownership, use or (c) result operation of the Business or the Purchased Assets by the Buyer following the Closing Date. There are no violations of any Laws by the Seller which might, individually or in the revocationaggregate, modification or suspen­sion of the Commission Authorizations or Other Authorizations, or the issuance or imposition of any administrative sanction that might adversely affect the Purchased Assets or the Commission Authorizations or Other Authorizations, or the operation of the Station Business by the Buyer after the Closing Date, except where such failure would not have a Material Adverse Effect. There are no active, pending or threatened state or federal audits, investigations or inquiries in substantially connection with any license or approval of any Governmental Authority held by the same manner as it is currently operated Seller (or any officer, director or employee of the Seller), or otherwise related to the Business or the ability of Buyer to own and operate Purchased Assets, that if decided adversely against the Station in substantially Seller would have a Material Adverse Effect on the same manner as it is currently operated Seller. Further, there are no active, pending or the use, ownership, threatened regulatory compliance deficiencies or operation other actions against any license or approval of any Governmental Authority held by the Seller (or any officer, director or employee of the Assets by Buyer Seller), that if decided adversely against the Seller would have a Material Adverse Effect on the Seller.The Seller is in substantially compliance with all requirements of Law, and all requirements of all Governmental Authorities having jurisdiction over it, the same manner as such Assets are currently used or operated. In addition, to Seller's knowledge, no such litigation, investigation, or proceeding has been threatened which would result in a material adverse effect upon the Station or conduct of its business, operations, prospects or conditions (financial or otherwise). Seller will give Buyer prompt notice the use of its discovery of any properties and assets, and all premises occupied by it, except where such basis or the institution or the threat of any such litigation, investigation, or proceeding. Seller is failure would not in default in respect to any judgment, order, writ, injunction, decree, rule, or regulation of any applicable court or governmental body, which default could have a materially adverse effect on the Assets or the StationMaterial Adverse Effect.