AND (II) THE COMPANY AND THE TRIBUNE MEMBERS SHALL HAVE PERFORMED AND COMPLIED
WITH ALL AGREEMENTS, OBLIGATIONS AND CONDITIONS CONTAINED IN THIS AGREEMENT THAT
ARE REQUIRED TO BE PERFORMED OR COMPLIED WITH BY THE COMPANY AND THE TRIBUNE
MEMBERS HEREUNDER THROUGH AND INCLUDING THE CLOSING DATE, AND SHALL HAVE
OBTAINED ALL APPROVALS, CONSENTS AND QUALIFICATIONS NECESSARY TO COMPLETE THE
TRANSACTIONS DESCRIBED HEREIN.
3
ARTICLE III
REPRESENTATIONS AND WARRANTIES
3.1
REPRESENTATIONS AND WARRANTIES OF TRIBUNE MEMBERS.
EACH OF THE
TRIBUNE MEMBERS, JOINTLY AND SEVERALLY, REPRESENTS AND WARRANTS TO THE COMPANY
AND THE TRUST MEMBERS AS FOLLOWS:
(A)
ORGANIZATION AND GOOD STANDING.
EACH OF THE TRIBUNE MEMBERS IS
DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE
STATE OF DELAWARE AND HAS ALL REQUISITE POWER AND AUTHORITY TO OWN ITS
PROPERTIES AND ASSETS AND TO CARRY ON ITS BUSINESS AS NOW CONDUCTED AND AS
PRESENTLY PROPOSED TO BE CONDUCTED.
(B)
DUE AUTHORIZATION.
ALL ACTION ON THE PART OF EACH OF THE TRIBUNE
MEMBERS, ITS OFFICERS, DIRECTORS, MEMBERS, MANAGERS AND STOCKHOLDERS NECESSARY
FOR THE AUTHORIZATION, EXECUTION AND DELIVERY OF, AND THE PERFORMANCE OF ALL
OBLIGATIONS OF SUCH TRIBUNE MEMBER UNDER, THIS AGREEMENT HAS BEEN TAKEN.
EACH
OF THE TRIBUNE MEMBERS HAS DULY AUTHORIZED, EXECUTED AND DELIVERED THIS
AGREEMENT, AND THIS AGREEMENT IS A VALID AND BINDING OBLIGATION OF EACH OF THE
TRIBUNE MEMBERS ENFORCEABLE IN ACCORDANCE WITH ITS TERMS, SUBJECT, AS TO
ENFORCEMENT OF REMEDIES, TO APPLICABLE BANKRUPTCY, INSOLVENCY, MORATORIUM,
REORGANIZATION AND SIMILAR LAWS AFFECTING CREDITORS' RIGHTS GENERALLY AND TO
GENERAL EQUITABLE PRINCIPLES.
(C)
NO CONFLICTS.
NEITHER THE EXECUTION AND DELIVERY OF THIS
AGREEMENT OR THE CONSUMMATION OF ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY,
NOR COMPLIANCE WITH OR FULFILLMENT OF THE TERMS, CONDITIONS AND PROVISIONS
HEREOF, BY ANY OF THE TRIBUNE MEMBERS WILL CONFLICT WITH, RESULT IN A BREACH OF
THE TERMS, CONDITIONS OR PROVISIONS OF, OR CONSTITUTE A DEFAULT, AN EVENT OF
DEFAULT OR AN EVENT CREATING RIGHTS OF ACCELERATION, TERMINATION OR CANCELLATION
OR A LOSS OF RIGHTS UNDER (A) THE CERTIFICATE OF INCORPORATION, BY-LAWS,
OPERATING AGREEMENT OR OTHER CONSTITUTIONAL DOCUMENTS OF SUCH TRIBUNE MEMBER (B)
ANY MATERIAL AGREEMENT, NOTE, INSTRUMENT, MORTGAGE, LEASE, LICENSE, FRANCHISE,
PERMIT OR OTHER AUTHORIZATION, RIGHT, RESTRICTION OR OBLIGATION TO WHICH SUCH
TRIBUNE MEMBER IS A PARTY OR ANY OF ITS RESPECTIVE ASSETS OR BUSINESS IS SUBJECT
OR BY WHICH SUCH TRIBUNE MEMBER IS BOUND, (C) ANY ORDER, WRIT, INJUNCTION OR
DECREE TO WHICH SUCH TRIBUNE MEMBER IS A PARTY OR ANY OF ITS ASSETS OR BUSINESS
IS SUBJECT OR BY WHICH SUCH TRIBUNE MEMBER IS BOUND OR (D) ANY APPLICABLE LAWS
AFFECTING SUCH TRIBUNE MEMBER OR ITS RESPECTIVE ASSETS OR BUSINESS.
(D)
CONSENTS.
NO CONSENT, APPROVAL OR AUTHORIZATION OF, DECLARATION
TO, OR FILING OR REGISTRATION WITH, ANY GOVERNMENTAL OR REGULATORY AUTHORITY, OR
ANY OTHER PERSON, IS REQUIRED TO BE MADE OR OBTAINED BY THE TRIBUNE MEMBERS OR
ANY OF THEIR AFFILIATES IN CONNECTION WITH THE EXECUTION, DELIVERY AND
PERFORMANCE BY THE TRIBUNE MEMBERS OF THIS AGREEMENT AND THE CONSUMMATION OF THE
TRANSACTIONS