Common use of Governmental Permits Clause in Contracts

Governmental Permits. The Company owns, holds or possesses -------------------- all material licenses, franchises, permits, approvals and other authorizations from a Governmental Body which are necessary to entitle it to own or lease, operate and use its assets and to carry on and conduct its business substantially as currently conducted (herein collectively called "Governmental ------------ Permits"). Schedule 4.9 sets forth a list of each Governmental Permit, except ------- ------------ for such incidental licenses, permits and other authorizations which would be readily obtainable by any qualified applicant without undue burden in the event of any lapse, termination, cancellation or forfeiture thereof. Except as set forth in Schedule 4.9, (i) the Company has fulfilled and ------------ performed its obligations under each of the Governmental Permits in all material respects, and no event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a material breach or material default under any such Governmental Permit or which permits or, after notice or lapse of time or both, would permit revocation or termination of any such Governmental Permit (other than the termination thereof at the scheduled expiration of such Governmental Permit), or which might adversely affect in any material respect the rights of the Company under any such Governmental Permit; (ii) no notice of cancellation, of default or of any dispute concerning any Governmental Permit, or of any event, condition or state of facts described in the preceding clause, has been received by, or is known to, the Shareholders or the Company; and (iii) each of the Governmental Permits is valid, subsisting and in full force and effect, in each case without (x) the occurrence of any breach, default or forfeiture of rights thereunder, or (y) the consent, approval, or act of, or the making of any filing with, any Governmental Body.

Governmental Permits. The Company owns, holds or possesses -------------------- all material licenses, franchises, permitspermits privileges, immunities, approvals and other authorizations from a Governmental Body governmental body which are necessary to entitle it to own or lease, operate and use its the Company's assets and assets by the Company and to carry on and conduct its business substantially as currently conducted (herein collectively called "Governmental ------------ Permits"). Schedule 4.9 sets forth a list of each Governmental Permit, ) except ------- ------------ for such incidental licensesGovernmental Permits as to which the failure to own, permits and other authorizations which hold or possess would be readily obtainable not have a material adverse effect on the Company's assets, the assets leased by any qualified applicant without undue burden in the event of any lapse, termination, cancellation or forfeiture thereof. Except as set forth in Schedule 4.9, (i) the Company or the Company's business. The Company has fulfilled and ------------ performed its obligations under each of the Governmental Permits in all material respectsPermit, and no event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a material breach or material default under any such Governmental Permit or which permits or, after notice or lapse of time or both, would permit revocation or termination of any such Governmental Permit (other than the termination thereof at the scheduled expiration of such Governmental Permit), or which might adversely affect in any material respect the rights of the Company under any such Governmental Permit; (ii) no Permit if such event would have a Material Adverse Effect. No notice of cancellation, of default or of any dispute concerning any Governmental Permit, or of any event, condition or state of facts described in the preceding clausesentence, has been received by, or is known to, the Shareholders or the Company; and (iii) each of the . Each Governmental Permits Permit is valid, subsisting and in full force and effecteffect and will not be rendered invalid or lose its force and effect as a result of the consummation of the transactions contemplated hereby, in each case without (x) the occurrence of any breach, default or forfeiture of rights nights thereunder, or (y) the consent, approval, or act of, or the making of any filing with, any Governmental Bodygovernmental body. Board of Directors. Prior to December 31, 2002, the Board of Directors of the Company shall have nominated and elected two (2) individuals with industry experience or financial backgrounds who are not affiliated with Xxxxxxx XxXxxxxx and who are not currently serving as directors of the Company.

Governmental Permits. The Company ownsCompanies and the Subsidiaries -------------------- own, holds hold or possesses -------------------- possess all material licenses, franchises, permits, privileges, immunities, approvals and other authorizations authorizations, including without limitation adoption commitments or agreements, from a Governmental Body which that are necessary to entitle it them to own or lease, operate and use its their respective assets and properties and to carry on and conduct its business the Business substantially as currently conducted immediately prior to the date of this Agreement (herein collectively called "Governmental ------------ Permits"). Schedule 4.9 sets forth a list Each of each the Companies and the Subsidiaries has complied -------------------- in all material respects with all terms and conditions of the Governmental PermitPermits and, except ------- as set forth on Schedule 5.8, the same will not be subject ------------ for such incidental licensesto suspension, permits and other authorizations which would be readily obtainable by any qualified applicant without undue burden in the event of any lapsemodification, revocation, termination, cancellation or forfeiture thereofnonrenewal as a result of the execution and delivery and performance of this Agreement and Seller Ancillary Agreements or the consummation of the transactions contemplated hereby and thereby. Except as set forth in Schedule 4.95.8, (ia) the Company has fulfilled and ------------ performed its obligations under each of the Governmental Permits in all material respects, and no event has ------------ occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a material breach or material default under any such Governmental Permit or which permits orallow, or after notice or lapse of time time, or both, would permit allow, revocation or termination of any such Governmental Permit (other than the termination thereof at the scheduled expiration of such Governmental Permit), or which might adversely affect in any material respect the rights of the either Company or any Subsidiary under any such Governmental Permit; (iib) no notice of cancellation, of default or of any dispute concerning any Governmental Permit, or of any event, condition or state of facts described in the preceding clause, clause has been received by, or is known to, the Shareholders Seller, either Company or the Companyany Subsidiary; and (iiic) each of the Governmental Permits is valid, subsisting and in full force and effecteffect any is not subject to any change of control limitation and will continue in full force and effect after this Closing, in each case without (xi) the occurrence of any breach, default default, or forfeiture of rights thereunder, or (yii) the consentonset, approval, or act of, or the making of any filing with, any Governmental Body.

Governmental Permits. The Company owns, holds or possesses all -------------------- all material governmental licenses, franchises, permits, privileges, variances, immunities, approvals and other authorizations from a Governmental Body which are necessary to entitle it to own or own, lease, operate and use its assets and properties and to carry on and conduct its business the Business substantially as currently conducted (herein collectively called "Governmental ------------ Permits"), except for such Governmental Permits as to which the failure to so own, hold or possess would not have a Material Adverse Effect on the Company. Schedule 4.9 3.10 sets forth a list and brief description of each such Governmental Permit, except ------- ------------ for such incidental licenses, permits and other authorizations which would be readily obtainable by any qualified applicant without undue burden in the event of any lapse, termination, cancellation or forfeiture thereof. Except as set forth in Schedule 4.9, (i) the The Company has fulfilled and ------------ performed its respective obligations under each of the such Governmental Permits in all material respectsPermits, and no event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a material breach or material default under any such Governmental Permit Permit, or which permits or, after notice or lapse of time or both, would permit revocation or termination of any such Governmental Permit (other than the termination thereof at the scheduled expiration of such Governmental Permit), or which might adversely affect in any material respect the rights right of the Company under any such Governmental Permit; (ii) no . No notice of cancellation, of default or of any dispute concerning any Governmental Permit, or of any event, condition or state of facts described in the preceding clausesentence, has been received by, or is known to, by the Shareholders Company or the Company; and (iii) Shareholders. Except as set forth on Schedule 3.10, each of the Governmental Permits is valid, subsisting and in full force and effecteffect and will continue in full force and effect after the Closing, in each case without (xi) the occurrence of any breach, default or forfeiture of rights thereunder, thereunder or (yii) the consent, approval, or act of, or the making of any filing with, any Governmental BodyBody or other party.

Governmental Permits. The Company ownsand its Subsidiaries (and the -------------------- Seller with respect to the UK Facility) own, holds hold or possesses -------------------- possess all material licenses, franchises, permits, approvals and other authorizations from a Governmental Body which are necessary to entitle it them to own or lease, operate and use its their assets and to carry on and conduct its their business substantially as currently conducted (herein collectively called "Governmental ------------ Permits"). -------------------- Schedule 4.9 sets forth a list of each Governmental Permit, except ------- ------------ for such ------------ incidental licenses, permits and other authorizations which would be readily obtainable by any qualified applicant without undue burden in the event of any lapse, termination, cancellation or forfeiture thereof. Except as set forth in Schedule 4.9, (i) each of the Company and its ------------ Subsidiaries (and the Seller with respect to the UK Facility) has fulfilled and ------------ performed its obligations under each of the Governmental Permits in all material respects, and no event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a material breach or material default under any such Governmental Permit or which permits or, after notice or lapse of time or both, would permit revocation or termination of any such Governmental Permit (other than the termination thereof at the scheduled expiration of such Governmental Permit), or which might adversely affect in any material respect the rights of the Company and its Subsidiaries under any such Governmental Permit; (ii) no notice of cancellation, of default or of any dispute concerning any Governmental Permit, or of any event, condition or state of facts described in the preceding clause, has been received by, or is known to, the Shareholders Seller, the Company or the Companyany Subsidiary; and (iii) each of the Governmental Permits is valid, subsisting and in full force and effect, in each case without (x) the occurrence of any breach, default or forfeiture of rights thereunder, or (y) the consent, approval, or act of, or the making of any filing with, any Governmental Body.

Governmental Permits. The Company Seller owns, holds or possesses -------------------- all material -------------------- licenses, franchises, permits, privileges, immunities, approvals and other authorizations from a Governmental Body which are necessary to entitle it to own or lease, operate and use its assets the Purchased Assets and to carry on and conduct its business the Operations substantially as currently conducted (herein collectively called collectively, the "Governmental ------------ Permits"). Schedule 4.9 4.5 sets forth a list and brief description of each ------- Governmental Permit, except ------- ------------ for such incidental licenses, permits and other authorizations which would be that are readily obtainable without expense (other than a normal permit fee) and without imposition of additional material conditions. Complete and correct copies of all of the Governmental Permits have heretofore been delivered or will be delivered prior to the Closing Date to Buyer by any qualified applicant without undue burden in the event of any lapse, termination, cancellation or forfeiture thereofSeller. Except as set forth in Schedule 4.9, 4.5: (ia) the Company Seller has fulfilled and ------------ performed complied in all material respects with its obligations under each of the Governmental Permits in all material respectsPermits, and to its knowledge, no event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a material breach or material default or violation by Seller under any such Governmental Permit or which permits or, after notice or lapse of time or both, would permit reasonably be expected to result in revocation or termination of any such Governmental Permit (other than the termination thereof at the scheduled expiration of such Governmental Permit), or which might would reasonably be expected to adversely affect in any material respect the rights of the Company Seller under any such Governmental Permit; (iib) no notice of cancellation, of default default, of violation or of any material dispute concerning any Governmental Permit, or of any event, condition or state of facts described in the preceding clause, has been received in writing by, or is known to, the Shareholders or the CompanySeller; and (iiic) each of the Governmental Permits is valid, subsisting and in full force and effect, in each case without (x) the occurrence of any breach, default or forfeiture of rights thereunder, or (y) the consent, approval, or act of, or the making of any filing with, any Governmental Body.

Governmental Permits. The To the Knowledge of the Company, the Company owns, holds or possesses -------------------- all material governmental licenses, franchises, permits, privileges, variances, immunities, approvals and other authorizations from a Governmental Body which are necessary to entitle it to own or own, lease, operate and use its assets and properties and to carry on and conduct its business the Business substantially as currently conducted (herein collectively called "Governmental ------------ Permits"), except for such Governmental Permits as to which the failure to so own, hold or possess would not have a Material Adverse Effect on the Company. Schedule 4.9 3.11 sets forth a list and brief description of each such Governmental Permit. To the Knowledge of the Company, except ------- ------------ for such incidental licenses, permits and other authorizations which would be readily obtainable by any qualified applicant without undue burden in the event of any lapse, termination, cancellation or forfeiture thereof. Except as set forth in Schedule 4.9, (i) the Company has fulfilled and ------------ performed its respective obligations under each of the such Governmental Permits in all material respectsPermits, and no event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a material breach or material default under any such Governmental Permit Permit, or which permits or, after notice or lapse of time or both, would permit revocation or termination of any such Governmental Permit (other than the termination thereof at the scheduled expiration of such Governmental Permit), or which might adversely affect in any material respect the rights right of the Company under any such Governmental Permit; (ii) no . No notice of cancellation, of default or of any dispute concerning any Governmental Permit, or of any event, condition or state of facts described in the preceding clausesentence, has been received by, or is known to, the Shareholders or by the Company; and (iii) . Except as set forth on Schedule 3.11, each of the Governmental Permits is valid, subsisting and in full force and effecteffect and will continue in full force and effect after the Closing, in each case without (xa) the occurrence of any breach, default or forfeiture of rights thereunder, thereunder or (yb) the consent, approval, or act of, or the making of any filing with, any Governmental BodyBody or other party.

Governmental Permits. The Company Except as set forth in Schedule 2.8, Seller owns, holds or possesses -------------------- the FCC Authorizations and all material other governmental licenses, franchises, permits, privileges, immunities, approvals and other authorizations from a Governmental Body which are necessary to entitle it to own or lease, operate and use its assets the Purchased Assets and the Station and to carry on and conduct its the Station's business substantially as currently conducted (herein collectively called "Governmental ------------ Permits"). Schedule 4.9 2.8 sets forth a list and brief description of each such Governmental Permit, except ------- ------------ for such incidental licenses, permits Permit held by Seller as of the date of this Agreement. Complete and other authorizations which would be readily obtainable by any qualified applicant without undue burden in correct copies of all of the event of any lapse, termination, cancellation or forfeiture thereof. Except as set forth Governmental Permits listed in Schedule 4.9, (i) the Company 2.8 have heretofore been delivered to Buyer by Seller. Seller has fulfilled and ------------ performed in all material respects its obligations under each of the such Governmental Permits in all material respectsPermits, and no event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a material breach or material default under any such Governmental Permit or which permits or, after notice or lapse of time or both, would permit revocation or termination of any such Governmental Permit (other than the termination thereof at the scheduled expiration of such Governmental Permit), or which might adversely affect in any material respect the rights of the Company under any such Governmental Permit; (ii) no . No notice of cancellation, of default or of any dispute concerning any Governmental Permit, or of any event, condition or state of facts described in the preceding clausesentence, has been received byby Seller. Except as set forth in Schedule 2.8, or is known to, the Shareholders or the Company; and (iii) each of the Governmental Permits is valid, subsisting and in full force and effect, and, subject to the receipt of the FCC Consent and any other necessary governmental consents, to the best of Seller's knowledge, may be assigned and transferred to Buyer in accordance with this Agreement and at the time of assignment to Buyer will be in full force and effect, in each case without (xa) the occurrence of any breach, default or forfeiture of rights thereunder, thereunder or (yb) the consent, approval, or act of, or the making of any filing with, any Governmental Bodyother governmental body, regulatory commission or other party. The Station is being operated in all material respects in accordance with the FCC Authorizations and in compliance in all material respects with the Communications Act, the rules and regulations thereunder, and all other laws and regulations, federal, state and local, applicable to the Station. Seller has not received any notice of any violations of the FCC Authorizations, the Communications Act, the rules and regulations thereunder or any other applicable laws and regulations. There is no action by or before the FCC currently pending or, to the best of Seller's knowledge, threatened to revoke, cancel, rescind, modify or refuse to renew in the ordinary course any of the FCC Authorizations.

Governmental Permits. The To the Knowledge of the Company, the Company owns, holds or possesses -------------------- all material governmental licenses, franchises, permits, privileges, variances, immunities, approvals and other authorizations from a Governmental Body which are necessary to entitle it to own or own, lease, operate and use its assets and properties and to carry on and conduct its business the Business substantially as currently conducted (herein collectively called "Governmental ------------ PermitsGOVERNMENTAL PERMITS"), except for such Governmental Permits as to which the failure to so own, hold or possess would not have a Material Adverse Effect on the Company. Schedule 4.9 SCHEDULE 3.11 sets forth a list and brief description of each such Governmental Permit. To the Knowledge of the Company, except ------- ------------ for such incidental licenses, permits and other authorizations which would be readily obtainable by any qualified applicant without undue burden in the event of any lapse, termination, cancellation or forfeiture thereof. Except as set forth in Schedule 4.9, (i) the Company has fulfilled and ------------ performed its respective obligations under each of the such Governmental Permits in all material respectsPermits, and no event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a material breach or material default under any such Governmental Permit Permit, or which permits or, after notice or lapse of time or both, would permit revocation or termination of any such Governmental Permit (other than the termination thereof at the scheduled expiration of such Governmental Permit), or which might adversely affect in any material respect the rights right of the Company under any such Governmental Permit; (ii) no . No notice of cancellation, of default or of any dispute concerning any Governmental Permit, or of any event, condition or state of facts described in the preceding clausesentence, has been received by, or is known to, the Shareholders or by the Company; and (iii) . Except as set forth on SCHEDULE 3.11, each of the Governmental Permits is valid, subsisting and in full force and effecteffect and will continue in full force and effect after the Closing, in each case without (xa) the occurrence of any breach, default or forfeiture of rights thereunder, thereunder or (yb) the consent, approval, or act of, or the making of any filing with, any Governmental BodyBody or other party.

Governmental Permits. The Company ownsXxxxxx Entities own, holds hold or possesses -------------------- possess all material licenses, franchises, permits, privileges, immunities, approvals and other authorizations from a Governmental Body which (other than the FCC Licenses) that are necessary to entitle it the Xxxxxx Entities to own or lease, operate and use its their assets and to carry on and conduct its business the Business substantially as currently conducted immediately prior to the date of this Agreement, except for such Governmental Permits as to which the failure to so own, hold or possess would not have a Material Adverse Effect (herein collectively called "“Governmental ------------ Permits"”). Schedule 4.9 3.8 sets forth a list and brief description of each such Governmental Permit, except ------- ------------ for such incidental licenses, permits and other authorizations which would be readily obtainable Permit held by any qualified applicant without undue burden in the event Xxxxxx Entities as of any lapse, termination, cancellation or forfeiture thereofthe date of this Agreement. Except as set forth in Schedule 4.93.8, (i) the Company has Xxxxxx Entities have fulfilled and ------------ performed its in all material respects their obligations under each of the Governmental Permits in all material respectsPermits, and no event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a material breach or material default under any such Governmental Permit or which permits or, after notice or lapse of time or both, would permit revocation or termination of any such Governmental Permit (other than the termination thereof at the scheduled expiration of such Governmental Permit), or which might adversely affect in any material respect the rights of the Company under any such Governmental Permit; (ii) no . No notice of cancellation, of default or of any dispute concerning any such Governmental Permit, or of any event, condition or state of facts described in the preceding clausesentence, has been received byby the Xxxxxx Entities. Except as set forth in Schedule 3.8, or is known to, the Shareholders or the Company; and (iii) each of the such Governmental Permits Permit is valid, subsisting and in full force and effect (subject to expiration or termination in accordance with its terms), and may be assigned and transferred to the Buyer in accordance with this Agreement and at the time of assignment or transfer of control to the Buyer will be in full force and effect, in each case without (xi) the occurrence of any breach, default or forfeiture of rights thereunder, thereunder or (yii) the consent, approval, approval or act of, or the making of any filing with, any Governmental BodyBody or other party.

Governmental Permits. The Company owns, holds or possesses -------------------- all material governmental licenses, franchises, permits, privileges, variances, immunities, approvals and other authorizations from a Governmental Body which are necessary to entitle it to own or own, lease, operate and use its assets and properties and to carry on and conduct its business the Business substantially as currently conducted (herein collectively called "Governmental ------------ Permits"), except for such Governmental Permits as to which the failure to so own, hold or possess would not have a Material Adverse Effect on the Company. Schedule 4.9 3.11 sets forth a list and brief description of each such Governmental Permit, except ------- ------------ for such incidental licenses, permits and other authorizations which would be readily obtainable by any qualified applicant without undue burden in the event of any lapse, termination, cancellation or forfeiture thereof. Except as set forth in Schedule 4.9, (i) the The Company has fulfilled and ------------ performed its respective obligations under each of such Governmental Permits, except where failure thereof would not result in a Material Adverse Effect on the Governmental Permits in all material respectsCompany, and no event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a material breach or material default under any such Governmental Permit Permit, or which permits or, after notice or lapse of time or both, would permit revocation or termination of any such Governmental Permit (other than Permit, in each case, which would result in a Material Adverse Effect on the termination thereof at the scheduled expiration of such Governmental Permit), or which might adversely affect in any material respect the rights of the Company under any such Governmental Permit; (ii) no Company. No notice of cancellation, of default or of any dispute concerning any Governmental Permit, or of any event, condition or state of facts described in the preceding clausesentence, has been received byby the Company or any of the Significant Shareholders or, or is known to, to the Shareholders or Knowledge of the Company; and (iii) , is threatened. Except as set forth on Schedule 3.11, each of the Governmental Permits is valid, subsisting and in full force and effecteffect and will continue in full force and effect after the Closing, in each case without (xa) the occurrence of any breach, default or forfeiture of rights thereunder, thereunder or (yb) the consent, approval, or act of, or the making of any filing with, any Governmental BodyBody or other party, except in each case where failure thereof would not result in a Material Adverse Effect on the Company.

Governmental Permits. The Company SELLER (including for this purpose any of its employees that may he required to so own, hold or possess) owns, holds or possesses -------------------- all material licenses, franchises, permits, privileges, immunities, approvals and other authorizations from a Governmental Body which that are necessary to entitle it to own or lease, operate and use its assets the Assets and to carry on and conduct its business the Business substantially as currently conducted (herein collectively called "collectively, the “Governmental ------------ Permits"”). Schedule 4.9 5(q) sets forth a list and brief description of each Governmental Permit, except ------- ------------ for such incidental licenses, permits complete and other authorizations correct copies of which would be readily obtainable have heretofore been delivered to BUYER by any qualified applicant without undue burden in the event of any lapse, termination, cancellation or forfeiture thereofSELLER. Except as set forth in Schedule 4.9, 5(q): (i) SELLER (or the Company relevant employee) has fulfilled and ------------ performed its obligations under each of the Governmental Permits in all material respectsPermits, and no event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time time, or both, would constitute a material breach or material default under any such Governmental Permit or which permits or, after notice or lapse of time time, or both, . would permit revocation or termination of any such Governmental Permit (other than the termination thereof at the scheduled expiration of such Governmental Permit), . or which might adversely affect in any material respect the rights of the Company SELLER under any such Governmental Permit; (ii) no notice of cancellation, of default or of any dispute concerning any Governmental Permit, or of any event, condition or state of facts described in the preceding clause, has been received by, or is known to, the Shareholders SELLER or the CompanyOWNER; and (iii) each of the Governmental Permits is valid, subsisting and in full force and effecteffect and may he assigned and transferred to BUYER in accordance with this Agreement and will continue in lull force and effect thereafter, in each case without (x) the occurrence of any breach, default or forfeiture of rights thereunder, thereunder or (y) the consent, approval, or act of, or the making of any filing with, any Governmental Body.

Governmental Permits. The Company ownsSBS Entities own, holds hold or possesses -------------------- possess all material licenses, franchises, permits, privileges, immunities, approvals and other authorizations from a Governmental Body which (other than the FCC Licenses) that are necessary to entitle it the SBS Entities to own or lease, operate and use its their assets and to carry on and conduct its business the Business substantially as currently conducted immediately prior to the date of this Agreement, except for such Governmental Permits as to which the failure to so own, hold or possess would not have a Material Adverse Effect (herein collectively called "Governmental ------------ Permits"). Schedule 4.9 3.8 sets forth a list and brief description of each such Governmental Permit, except ------- ------------ for such incidental licenses, permits and other authorizations which would be readily obtainable Permit held by any qualified applicant without undue burden in the event SBS Entities as of any lapse, termination, cancellation or forfeiture thereofthe date of this Agreement. Except as set forth in Schedule 4.93.8, (i) the Company has SBS Entities have fulfilled and ------------ performed its in all material respects their obligations under each of the Governmental Permits in all material respectsPermits, and no event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a material breach or material default under any such Governmental Permit or which permits or, after notice or lapse of time or both, would permit revocation or termination of any such Governmental Permit (other than the termination thereof at the scheduled expiration of such Governmental Permit), or which might adversely affect in any material respect the rights of the Company under any such Governmental Permit; (ii) no . No notice of cancellation, of default or of any dispute concerning any such Governmental Permit, or of any event, condition or state of facts described in the preceding clausesentence, has been received byby any SBS Entity. Except as set forth in Schedule 3.8, or is known to, the Shareholders or the Company; and (iii) each of the such Governmental Permits Permit is valid, subsisting and in full force and effect (subject to expiration or termination in accordance with its terms), and may be assigned and transferred to the Buyer in accordance with this Agreement and at the time of assignment or transfer of control to the Buyer will be in full force and effect, in each case without (xi) the occurrence of any breach, default or forfeiture of rights thereunder, thereunder or (yii) the consent, approval, approval or act of, or the making of any filing with, any Governmental BodyBody or other party (except as provided for herein).