Compliance with Private Authorizations. 5 3.7 Compliance with Governmental Authorizations and Applicable Law.........................6 3.8
Compliance with Private Authorizations. Section 3.6 of the Disclosure -------------------------------------- Schedule sets forth a true, correct and complete list and description of each Private Authorization which individually is material to the Company or the Company and its Subsidiaries taken as a whole, all of which are in full force and effect. Each of the Company and each Subsidiary has obtained all Private Authorizations which are necessary for the ownership by the Company or each Subsidiary of its properties and the conduct of its business as now conducted or as presently proposed to be conducted or which, if not obtained and maintained, could, singly or in the aggregate, Adversely Affect the Company or the Company and its Subsidiaries taken as a whole. Neither the Company nor any Subsidiary is in breach or violation of, or is in default in the performance, observance or fulfillment of, any Private Authorization, and no Event exists or has occurred, which constitutes, or but for any requirement of giving of notice or passage of time or both would constitute, such a breach, violation default, under any Contractual Obligation or Private Authorization, except for such defaults, breaches or violations, as do not and, to the Company's knowledge, will not have in the aggregate any Adverse Effect on the Company or the Company and its Subsidiaries taken as a whole or the ability of the Company to perform any of the obligations set forth in this Agreement or any Collateral Document executed or required to be executed pursuant hereto or thereto or to consummate the Merger and the Transactions. No Private Authorization is the subject of any pending or, to the Company's knowledge, threatened attack, revocation or termination.
Compliance with Private Authorizations. Section 3.6 of the Meridian -------------------------------------- Disclosure Schedule sets forth a true, accurate and complete list and description of each Private Authorization (other than those with respect to the New Sites) which individually is Material to the Meridian Assets or the Meridian Business, all of which are, to Meridian's current actual knowledge, in full force and effect. To Meridian's knowledge, Meridian has obtained all Private Authorizations (other than those with respect to the New Sites) with respect to the ownership or operation of the Meridian Assets or the conduct of the Meridian Business as currently conducted which, if not obtained and maintained, could, individually or in the aggregate, Materially Adversely Affect Meridian. Meridian is not in breach or violation of, or in default in the performance, observance or fulfillment of, any such Private Authorization, and no Event exists or has occurred, which constitutes, or but for any requirement of giving of notice or passage of time or both would constitute, such a breach, violation or default, under any such Private Authorization, except for such defaults, breaches or violations as do not and will not have in the aggregate any Material Adverse Effect on Meridian. No such Private Authorization is the subject of any pending or, to Meridian's knowledge, threatened attack, revocation or termination.
Compliance with Private Authorizations. Section 3.6 of the Seller Disclosure Schedule sets forth a true, accurate and complete list of each Private Authorization which individually is material to the Seller Assets or the Seller Business. To Seller's knowledge, Seller and each Seller Subsidiary has obtained all Private Authorizations which are necessary for the ownership or operation of the Seller Assets or the conduct of the Seller Business which, if not obtained and maintained, could, individually or in the aggregate, materially Adversely affect Seller or any Seller Subsidiary. To Seller's knowledge, All of such Private Authorizations are valid and in good standing and are in full force and effect. None of Seller or any Seller Subsidiary is in breach or violation of, or in default in the performance, observance or fulfillment of, any such Private Authorization, and no Event exists or has occurred, which constitutes, or but for any requirement of giving of notice or passage of time or both would constitute, such a breach, violation or default, under any such Private Authorization, except for such defaults, breaches or violations as do not and will not have in the aggregate any material Adverse effect on Seller or any Seller Subsidiary. To Seller's knowledge, no such Private Authorization is the subject of any pending or threatened attack, revocation or termination.
Compliance with Private Authorizations. Section 3.6 of the Diablo Disclosure Schedule sets forth a true, accurate and complete list and description of each Private Authorization which individually is material to the Diablo Assets or the Diablo Business. To Diablo's knowledge, and as set forth in Section 3.6 of the Diablo Disclosure Schedule, Diablo has obtained all Private Authorizations which are necessary for the ownership or operation of the Diablo Assets or the conduct of the Diablo Business which, if not obtained and maintained, could, individually or in the aggregate, materially adversely affect Diablo. All of such Private Authorizations are valid and in good standing and are in full force and effect. Diablo is not in breach or violation of, or in default in the performance, observance or fulfillment of, any such Private Authorization, and no Event exists or has occurred, which constitutes, or but for any requirement of giving of notice or passage of time or both would constitute, such a breach, violation or default, under any such Private Authorization, except for such defaults, breaches or violations as do not and will not have in the aggregate any material adverse effect on Diablo. No such Private Authorization is the subject of any pending or, to Diablo's knowledge, threatened attack, revocation or termination.
Compliance with Private Authorizations. American and each of its Subsidiaries (other than the Tower Subsidiaries) has obtained all Private Authorizations which are necessary for the ownership and operation by American or its Subsidiaries of the business of American and its Subsidiaries, taken as a whole, and the conduct of business thereof as now conducted and which, if not obtained and maintained, would, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect on American. All such Private Authorizations are, to American's knowledge, in full force and effect, and neither American nor any of its Subsidiaries (other than the Tower Subsidiaries) is, to American's knowledge, in breach or violation of, or in default in the performance, observance or fulfillment of, any such Private Authorization, and, to American's knowledge, no Event exists or has occurred, which constitutes, or but for any requirement of the giving of notice or passage of time or both would constitute, such a breach, violation or default, under any such Private Authorization, except for such defaults, breaches or violations as would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect on American.
Compliance with Private Authorizations. Section 3.6 of the BEA Disclosure Schedule sets forth a true, accurate and complete list and description of each Private Authorization which individually is material to the BEA Assets or the BEA Business. BEA has obtained all Private Authorizations which are necessary for the ownership or operation of the BEA Assets or the conduct of the BEA Business which, if not obtained and maintained, could, individually or in the aggregate, materially adversely affect BEA; provided, however, that the representations and warranties set forth in this Section are not intended to apply to (a) any of the consents required in order to assign the BEA Assets to ATS pursuant to the provisions of this Agreement, and (b) the failure of BEA to obtain any or all of the consents required in order to assign the BEA Assets to ATS pursuant to the provisions of this Agreement. All of such Private Authorizations are valid and in good standing and are in full force and effect. BEA is not in breach or violation of, or in default in the performance, observance or fulfillment of, any such Private Authorization, and no Event exists or has occurred, which constitutes, or but for any requirement of giving of notice or passage of time or both would constitute, such a breach, violation or default, under any such Private Authorization, except for such defaults, breaches or violations as do not and will not have in the aggregate any material adverse effect on BEA; provided, however, that the foregoing representation and warranty is not intended to apply to the failure of BEA to obtain all consents required in order to assign the BEA Assets to ATS pursuant to the provisions of this Agreement. No such Private Authorization is the subject of any pending or, to BEA's knowledge, threatened attack, revocation or termination.
Compliance with Private Authorizations. ATS has obtained all Private Authorizations (collectively, the "ATS Private Authorizations") which are necessary for the ownership or operation of the ATS Assets or the conduct of the ATS Business which, if not obtained and maintained, could, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect on ATS. All of the ATS Private Authorizations are valid and in good standing and are in full force and effect, except for such exceptions as are not reasonably likely to have a Material Adverse Effect on ATS. ATS is not in breach or violation of, or in default in the performance, observance or fulfillment of, any ATS Private Authorization, and no Event exists or has occurred, which constitutes, or but for any requirement of giving of notice or passage of time or both would constitute, such a breach, violation or default, under any ATS Private Authorization, except for such defaults, breaches or violations as do not and are not reasonably likely to have in the aggregate a Material Adverse Effect on ATS. No ATS Private Authorization is the subject of any pending or, to ATS' knowledge, threatened attack, revocation or termination, except for such exceptions as are not reasonably likely to have a Material Adverse Effect on ATS.
Compliance with Private Authorizations. Section 3.6 of the Evergreen -------------------------------------- Disclosure Schedule sets forth a true, accurate and complete list and description of each Private Authorization which individually or when taken together with other substantially similar Evergreen Private Authorizations is Material to the Evergreen Assets or the Evergreen Station, all of which are in full force and effect. The Evergreen Private Authorizations are all Private Authorizations that are necessary for the ownership and operation by Evergreen of the Evergreen Assets and the Evergreen Station and the conduct of business thereof as now conducted or as presently proposed to be conducted or which, if not obtained and maintained, could, individually or in the aggregate, Materially Adversely Affect Evergreen. No Evergreen Party is in breach or violation of, or in default in the performance, observance or fulfillment of, any Evergreen Private Authorization, and no Event exists or has occurred, which constitutes, or but for any requirement of giving of notice or passage of time or both would constitute, such a breach, violation or default, under any Evergreen Private Authorization, except for such defaults, breaches or violations as do not and will not have in the aggregate any Material Adverse Effect on Evergreen. No Evergreen Private Authorization is the subject of any pending or, to Evergreen's knowledge, information or belief, threatened attack, revocation or termination.
Compliance with Private Authorizations. Section 4.6 of the EZ -------------------------------------- Disclosure Schedule sets forth a true, accurate and complete list and description of each EZ Private Authorization which individually or when taken together with other substantially similar EZ Private Authorizations is Material to the EZ Assets or either of the EZ Stations, all of which are in full force and effect. The EZ Private Authorizations are all Private Authorizations that are necessary for the ownership and operation by EZ of the EZ Assets and the EZ Stations and the conduct of business thereof as now conducted or as presently proposed to be conducted or which, if not obtained and maintained, could, individually or in the aggregate, Materially Adversely Affect EZ. No EZ Party is in breach or violation of, or in default in the performance, observance or fulfillment of, any EZ Private Authorization, and no Event exists or has occurred, which constitutes, or but for any requirement of giving of notice or passage of time or both would constitute, such a breach, violation or default, under any EZ Private Authorization, except for such defaults, breaches or violations as do not and will not have in the aggregate any Material Adverse Effect on EZ. No EZ Private Authorization is the subject of any pending or, to EZ's knowledge, information or belief, threatened attack, revocation or termination.
