Schedule 4. 14.1-1 is a correct and complete list, and a brief description of, all real estate in which the Company or any of the Company Subsidiaries has an ownership interest (the "Owned Property") and all real property leased by the Company (the "Leased Property"). Except as lessee of Leased Property, neither the Company nor any Company Subsidiary is a lessee under or otherwise a party to any lease, sublease, license, concession or other agreement, whether written or oral, pursuant to which another Person has granted to the Company or any Company Subsidiary the right to use or occupy all or any portion of any real property. The Company or one or more of the Company Subsidiaries has good and marketable fee simple title to the Owned Property and, assuming good title in the landlord, a valid leasehold interest in the Leased Property (the Owned Property and the Leased Property being sometimes referred to herein as "Real Property"), in each case free and clear of all Liens, assessments or restrictions (including, without limitation, inchoate liens arising out of the provision of labor, services or materials to any such real estate) other than (a) mortgages shown on the Financial Statements as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) Liens for current taxes not yet due, (c) (i) minor imperfections of title, including utility and access easements depicted on subdivision plats for platted lots that do not impair the intended use of the property, if any, none of which materially impairs the current operations of the Company, any Company Subsidiary or the Business, and (ii) zoning laws and other land use restrictions or restrictive covenants that do not materially impair the present use of the property subject thereto, and (d) Liens, assessments, and restrictions pursuant to and by virtue of the terms of the lease of the Leased Property. The Real Property constitutes all real properties reflected on the Financial Statements or used or occupied by the Company or any Company Subsidiary in connection with the Business or otherwise. With respect to the Owned Property, except as reflected on Schedule 4.14.1-2(a):
Schedule 4. 16(a) contains a true and complete list of each material “Benefit Plan.” For purposes of this Agreement, the term “Benefit Plan” means any employee benefit plan, program, policy, agreement or arrangement, including any “employee benefit plan” within the meaning of Section 3(3) of ERISA, any pension, benefit, retirement, compensation, profit‑sharing, deferred compensation, incentive, performance award, phantom equity, stock or stock‑based, change in control, retention, severance, medical, health, life insurance, disability or other welfare benefit, vacation, paid time off, fringe-benefit or other similar agreement, plan, policy, program or arrangement, or any employment, retention, severance, change in control or similar agreement, in each case whether or not reduced to writing, whether funded or unfunded, whether or not tax-qualified and whether or not subject to ERISA, (i) which is maintained, sponsored, contributed to, or required to be contributed to by the Seller (ii) to which the Seller is a party or (iii) under or with respect to which the Seller has or may have any liability, contingent or otherwise (including as a result of an ERISA Affiliate thereof).
Schedule 4. 15 accurately and completely lists, as of the Sixth Restatement Effective Date, for each Contract Station, all Broadcast Licenses granted or assigned to the Material Third-Party Licensee for such Contract Station, or under which the Material Third-Party Licensee for such Contract Station has the right to operate such Contract Station. The Broadcast Licenses listed in Schedule 4.15 with respect to any Contract Station include all material authorizations, licenses and permits issued by the FCC that are required or necessary for the operation of such Contract Station, and the conduct of the business of the Material Third-Party Licensee for such Contract Station with respect to such Contract Station, as now conducted or proposed to be conducted. The Broadcast Licenses listed in Schedule 4.15 are issued in the name of the Material Third-Party Licensee for the Contract Station being operated under authority of such Broadcast Licenses and are on the Sixth Restatement Effective Date validly issued and in full force and effect, and, to the best of the Borrower’s knowledge, the Material Third-Party Licensee for such Contract Station has fulfilled and performed in all material respects all of its obligations with respect thereto and has full power and authority to operate thereunder.
Schedule 4. 13 sets forth a complete list of (i) all “employee benefit plans,” as defined in Section 3(3) of ERISA, (ii) all other severance pay, salary, disability, bonus, incentive, stock option or stock purchase, retirement, pension, profit sharing or deferred compensation, post-retirement, employee group insurance, employee plans, employee contracts, or employee programs of any kind and (iii) all other employee benefit plans, employee contracts, or employee programs (whether written or oral, qualified or nonqualified, funded or unfunded, foreign or domestic, currently effective or terminated) and any trust, escrow or similar agreement related thereto, whether or not funded, in each case in respect of the compensation of any present or former employees, directors, officers, shareholder, consultants or independent contractors of the Company or with respect to which the Company has made or is required to make payments, transfers or contributions in respect of any present or former employees, directors, officers, shareholders, consultants or independent contractors of the Company (all of the above being individually or collectively referred to as an “Employee Plan” or “Employee Plans,” respectively). The Company has no liability with respect to any plan, arrangement or practice of the type described in the preceding sentence other than the Employee Plans.
Schedule 4. 22(a) lists all insurance policies (by policy number, insurer, coverage period, coverage amount, annual premium and type of policy) held by a Target Company relating to a Target Company or its business, properties, assets, directors, officers and employees, copies of which have been provided to the Purchaser. All premiums due and payable under all such insurance policies have been timely paid and the Company and its Subsidiaries are otherwise in material compliance with the terms of such insurance policies. All such insurance policies are in full force and effect, and to the Knowledge of the Company, there is no threatened termination of, or material premium increase with respect to, any of such insurance policies. No Target Company has any self-insurance or co-insurance programs. Since January 1, 2018, no Target Company has received any notice from, or on behalf of, any insurance carrier relating to or involving any adverse change or any change other than in the ordinary course of business, in the conditions of insurance, any refusal to issue an insurance policy or non-renewal of a policy, or requiring or suggesting material alteration of any of assets of a Target Company, purchase of additional equipment or material modification of any of methods of doing business by a Target Company.
Schedule 4. 6(a) contains true and complete copies of the unaudited balance sheets of the Business, as of September 30, 2004, December 31, 2003 and December 31, 2002, and the unaudited statements of operations of the Business for the nine months ended September 30, 2004 and the fiscal years ended December 31, 2003 and December 31, 2002 (collectively, the “Unaudited Historical Financial Statements”). Each of the Unaudited Historical Financial Statements has been prepared in accordance with GAAP as applied to carve-out financial statements (except for normal and recurring year end adjustments, which are not expected in the aggregate to be material in amount, and the omission of footnotes, the omission of cash flow statements and the selection of periods presented), consistently with Regulation S-X. The Unaudited Historical Financial Statements were prepared on the basis of the books and records of the Business (in each case, as of the date of such Unaudited Historical Financial Statements) and present fairly, in all material respects, the financial position of the Business as of the dates thereof and the results of its operations for each of the periods then ended in conformity with GAAP as applied to carve-out financial statements (except for normal and recurring year end adjustments, which are not expected in the aggregate to be material in amount, and the omission of footnotes, the omission of cash flow statements and the selection of periods presented), consistently with Regulation S-X. Such books and records are a portion of the books and records from which Seller’s audited financial statements are prepared. The procedures and application of GAAP used in the preparation of the Unaudited Historical Financial Statements were consistent with the procedures and application of GAAP used by Seller in preparation of Seller’s audited financial statements as filed with the Securities and Exchange Commission, except as set forth in Schedule 4.6(a)(ii).
Schedule 4. 9. Schedule 4.9 to the New Credit Agreement is hereby amended to read as set forth as Schedule 4.9 to this TRR Agreement.
Schedule 4. 18 sets forth a true and complete list and brief description (including all applicable premiums and deductibles) of all policies of, and binders evidencing, life, fire, workmen’s compensation, product liability, general liability and other forms of insurance, including title insurance, owned or maintained by the Company. Such policies are in full force and effect, and the Company is not in default under any of them. No notice of cancellation or termination or nonrenewal has been received with respect to any such policy. During the last three years, the Company has not been refused any insurance with respect to its business or its assets, nor to the knowledge of the Majority Shareholders has coverage been limited by any insurance carrier to which the Company has applied for insurance or with which the Company has carried insurance. No event relating to the Company has occurred that could reasonably be expected by the Company to result in a retroactive upward adjustment in premiums under any of the insurance policies set forth on Schedule 4.18. The insurance maintained by the Company is sufficient to comply with all applicable Laws and Contracts to which the Company is a party. To the knowledge of the Majority Shareholders, no insurance carrier providing insurance to the Company is in receivership, conservatorship, liquidation or similar proceedings.
Schedule 4. 2(a) hereto correctly and completely lists (i) the authorized Capital Stock of the Company (Common Stock and Preferred Stock), (ii) the number of designated shares of Preferred Stock in each series or class after giving effect to the Certificates of Designation and (iii) before giving effect to the issuance of Shares on the Closing Date, as contemplated by this Agreement, the number of shares outstanding in each series or class. All of such outstanding shares are, and on the Closing Date the Shares will be, duly authorized, validly issued and outstanding, fully paid and non-assessable. Except as provided in the Certificates of Designation or in Schedule 4.2(a), none of the shares of the Company's Capital Stock which will be outstanding at the Closing (x) were or will be subject to preemptive rights when issued or (y) provide the holders thereof with any preemptive rights with respect to any issuances of Capital Stock.
Schedule 4. 10(a) contains a complete and accurate list of all “employee benefit plans,” within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA, all employment, consulting, change in control, bonus, incentive or deferred compensation, pension, retirement, profit-sharing, savings, stock option or other equity-based compensation, severance, medical, life, disability, accident, fringe benefit and other benefit plans, policies, programs, arrangements and agreements providing compensation or benefits of any kind, in each case maintained, sponsored, contributed to, or required to be contributed to by the Company, or with respect to which the Company would be reasonably likely to have any Liability following the Closing, including as the result of any ERISA Affiliate of the Company prior to the Closing or any guaranty or other contract or agreement in effect prior to the Closing (collectively, but excluding any Multiemployer Plans, the “Plans”).