Common use of Litigation; Compliance with Law Clause in Contracts

Litigation; Compliance with Law. 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. Other than proceedings affecting 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 the Seller's 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 to be assigned hereunder, or the operation of the Station, or the ability of Buyer to own and operate the Station, or the use, ownership, or operation of any Assets by Buyer, (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 the issuance or imposition of any administrative sanction that might adversely affect the Assets or the Commission Authorizations, or the operation of the Station or the ability of Buyer to own and operate the Station or the use, ownership, or operation of any of the Assets by Buyer. In addition, to Seller'' knowledge, no such litigation, investigation, or proceedings has been 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 judgement, 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. The 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. Other than 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 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 StationStation in substantially the same manner as it is currently operated, or the ability of Buyer to own and operate the StationStation in substantially the same manner as it is currently operated, or the use, ownership, or operation of any of the Assets by BuyerBuyer 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 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 BuyerBuyer in substantially the same manner as such Assets are currently used or operated. In addition, to Seller'' 's knowledge, no such litigation, investigation, or proceedings proceeding has been threatenedthreatened 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 judgementjudgment, 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. The To 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. Other than Except for proceedings affecting 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 the Seller's 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, or the ability of Buyer to own and operate the Station, or the use, ownership, or operation of any of the Assets by Buyer, (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 or the ability of Buyer to own and operate the Station or the use, ownership, or operation of any of the Assets by Buyer. In addition, to Seller'' 's knowledge, no such litigation, investigation, or proceedings proceeding has been threatenedthreatened 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 judgementjudgment, 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. The Station Except as disclosed on Schedule 4.9 and with respect to the Business: (a) the Seller is not engaged in compliance =============================== in all material respects or a party to or, to the knowledge of the Seller, threatened with all applicable federal, state and local laws, ordinances and regulations, including compliance with the Communications Act and all rules and regulations issued thereunder. Other than proceedings affecting the broadcasting industry in general, there is no complaint, claim, litigationany legal action, investigation, or judicial, administrative, charge or other proceeding of any nature, including, without limitation, a grievance, arbitration, or insolvency or bankruptcy proceeding, pendingat law or in equity or otherwise, whether or to 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 the Seller's 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 Purchased Assets or its rights under any of the Commission Authorizations to be assigned hereunderAssumed Liabilities, or the operation of the Station, or the ability of Buyer to own and operate the Station, or the use, ownership, or operation of any Assets by Buyer, Business; (b) restrain or enjoin neither the Closing or the consummation Seller nor any of the transactions contemplated herebyofficers 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 (c) result in the revocationis under investigation with respect to, modification or suspension any provision of the Commission AuthorizationsLaw, or the issuance or imposition any adverse determination of any administrative sanction that might which would adversely affect the ownership or possession by the Seller or the Purchaser of any of the Purchased Assets or the Commission 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 ability last two years in material violation of Buyer any Law or Order applicable to own and operate it; (d) neither the Station or the use, ownership, or operation of Seller nor any of the Assets officers of the Business is a party to or subject to any Order entered in any lawsuit or proceeding brought by Buyer. In additionany Governmental Authority or by any person, firm, corporation or other entity against the Seller relating to Seller'' knowledgethe operation of the Business; (e) the Seller has obtained all material permits, no such litigationlicenses, investigationauthorizations and other approvals of all Governmental Authorities required for the Business, or proceedings has been threatened. Seller will give Buyer prompt notice of its discovery of any such basis or and all are valid and in full force and effect; and (f) the institution or the threat of any such litigation, investigation, or proceeding. Seller is not in default in respect to any judgement, 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. The Station is Except as otherwise set forth 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. Other than proceedings affecting the broadcasting industry in generalSeller’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, threatened against or relating to the Station, Seller, Seller the Business or any of the Assets being sold or transferred to Buyer, including, without limitation, any proceeding which may (a) adversely affect the Purchased Assets or the Commission Authorizations to be assigned hereundertransactions contemplated by the Transaction Documents while in the ownership of the Seller. There are no decrees, injunctions or orders of any court or other Governmental Authority regarding the Sellerthe Business or the operation of the Station, or the ability of Buyer to own and operate the Station, or the use, ownership, or operation of any Purchased Assets by Buyer, (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 the issuance or imposition of any administrative sanction that might adversely affect the Purchased Assets or the Commission 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 connection with any license or approval of any Governmental Authority held by the 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 Seller would have a Material Adverse Effect on the 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. In additionSeller), to that if decided adversely against the Seller would have a Material Adverse Effect on the Seller'' knowledge.The Seller is in compliance with all requirements of Law, no such litigationand all requirements of all Governmental Authorities having jurisdiction over it, investigation, or proceedings has been threatened. Seller will give Buyer prompt notice the conduct of its discovery business, the use of any its 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 judgement, 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.