The Subsidiary Guarantors. No Subsidiary Guarantor will, and the Parent Guarantor will not permit any Subsidiary Guarantor to, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not such Subsidiary Guarantor survives); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of such Subsidiary Guarantor in one or more related transactions, to another Person, unless:
The Subsidiary Guarantors named in Schedule 1 hereto (the Subsidiary Guarantors and together with the Parent Guarantor, the Guarantors);
The Subsidiary Guarantors. Subject to the Section 11.08(c) hereof, no Subsidiary Guarantor will, and the Company will not permit any Subsidiary Guarantor to, directly or indirectly:
The Subsidiary Guarantors. SECTION 1701.
The Subsidiary Guarantors. REGENT BROADCASTING OF EL PASO, INC. REGENT LICENSEE OF EL PASO, INC. REGENT BROADCASTING OF ERIE, INC. REGENT LICENSEE OF ERIE, INC. REGENT BROADCASTING OF LEXINGTON, INC. REGENT LICENSEE OF LEXINGTON, INC. REGENT BROADCASTING OF SAN DIEGO, INC. REGENT LICENSEE OF SAN DIEGO, INC. REGENT BROADCASTING OF SOUTH CAROLINA, INC. REGENT LICENSEE OF SOUTH CAROLINA, INC. REGENT BROADCASTING OF ST. CLOUD, INC. REGENT LICENSEE OF ST. CLOUD, INC. REGENT BROADCASTING OF UTICA/ROME, INC. REGENT LICENSEE OF UTICA/ROME, INC. REGENT BROADCASTING OF WATERTOWN, INC. REGENT LICENSEE OF WATERTOWN, INC. BY: /s/ Anthony A. Vasconcellos -------------------------------------- NAME: Anthony A. Vasconcellos TITLE: Vice President and Chief Financial Officer (SIGNATURES CONTINUED ON NEXT PAGE)
The Subsidiary Guarantors. The Financing Documents to which each Subsidiary Guarantor is a party have been duly authorized by all necessary corporate or other action on the part of each such Subsidiary Guarantor, and such Financing Documents constitute legal, valid and binding obligations of each such Subsidiary Guarantor enforceable against each such Subsidiary Guarantor in accordance with their respective terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
The Subsidiary Guarantors. “Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law. “Honor Date” has the meaning set forth in Section 2.03(c). “Indebtedness” means, as to any Person at any time, without duplication, all items which would, in conformity with Agreement Accounting Principles, be classified as indebtedness on a balance sheet of such Person at such time, as well as the following, whether or not included as indebtedness or liabilities in accordance with Agreement Accounting Principles:
The Subsidiary Guarantors. (as defined below); and
The Subsidiary Guarantors listed with further details in Part 1 of Schedule 1 (The Original Parties) as original guarantors (together with the Parent, the “Original Guarantors”);
The Subsidiary Guarantors listed in Schedule 2 (Subsidiary Guarantors) as Subsidiary Guarantors (the “Subsidiary Guarantors”);