THE RULES, REGULATIONS
AND POLICIES OF THE FCC FOR THE PRESENT OPERATION OF THE FACILITIES FOR WHICH
THE FCC LICENSES HAVE BEEN ISSUED (EACH SUCH FACILITY INDIVIDUALLY, A "STATION"
AND COLLECTIVELY THE "STATIONS");
(2)
THE FCC LICENSES ARE IN FULL FORCE AND EFFECT AND HAVE NOT BEEN
REVOKED, SUSPENDED, CANCELED, RESCINDED OR TERMINATED AND HAVE NOT EXPIRED;
(3)
THERE IS NO PENDING OR THREATENED FORMAL ACTION BY OR BEFORE THE
FCC TO REVOKE, SUSPEND, CANCEL, RESCIND OR MODIFY ANY OF THE FCC LICENSES (OTHER
THAN PROCEEDINGS RELATING TO FCC RULES OF GENERAL APPLICABILITY) AND THERE IS NO
ORDER TO SHOW CAUSE, NOTICE OF VIOLATION, NOTICE OF APPARENT LIABILITY, OR
NOTICE OF FORFEITURE OR COMPLAINT PENDING OR THREATENED AGAINST PFC, THE
COMPANY, ANY SUBSIDIARY OR ANY OF THE STATIONS BY OR BEFORE THE FCC;
(4)
TO THE KNOWLEDGE OF PFC AND THE COMPANY, THE COMPANY, THE
SUBSIDIARIES AND EACH OF THE STATIONS ARE IN COMPLIANCE IN ALL MATERIAL RESPECTS
WITH THE FCC LICENSES AND THE COMMUNICATIONS ACT;
(5)
PFC, THE COMPANY, THE SUBSIDIARIES AND THE STATIONS ARE IN
COMPLIANCE IN ALL MATERIAL RESPECTS WITH ALL RULES AND REGULATIONS OF THE
FEDERAL AVIATION ADMINISTRATION APPLICABLE TO THE STATIONS;
(6)
ALL REPORTS AND FILINGS REQUIRED TO BE FILED WITH, AND ALL
REGULATORY FEES REQUIRED TO BE PAID TO, THE FCC BY PFC, THE COMPANY OR ANY
SUBSIDIARY WITH RESPECT TO EACH STATION HAVE BEEN TIMELY FILED AND PAID; AND
(7)
ALL SUCH REPORTS AND FILINGS ARE ACCURATE AND COMPLETE.
19
4.14
TAXES. EXCEPT AS SET FORTH ON COMPANY SCHEDULE 4.14:
(A)
EACH OF THE COMPANY AND WINCHESTER IS TAXABLE AS A CORPORATION FOR
FEDERAL (BUT NOT TEXAS) TAX PURPOSES, EACH OF THE SUBSIDIARIES (OTHER THAN
WINCHESTER) IS A DISREGARDED ENTITY FOR FEDERAL (BUT NOT TEXAS) TAX PURPOSES AS
DEFINED IN TREASURY REGULATION §§ 301.7701-1 TO 301.7701-3, AND WINCHESTER WILL
BECOME SUCH A DISREGARDED ENTITY EFFECTIVE BEFORE THE CLOSING DATE AS PROVIDED
IN SECTION 7.7(C)(1).
(B)
EACH OF THE COMPANY AND THE SUBSIDIARIES HAS TIMELY FILED (TAKING
INTO ACCOUNT ALL PROPERLY GRANTED EXTENSIONS) ALL MATERIAL TAX RETURNS REQUIRED
TO BE FILED BY IT WITH RESPECT TO ALL TAXES, AND ALL SUCH TAX RETURNS ARE TRUE,
CORRECT AND COMPLETE IN ALL MATERIAL RESPECTS.
(C)
EACH OF THE COMPANY AND THE SUBSIDIARIES HAS PAID ALL TAXES WHICH
ARE DUE AND PAYABLE BY IT, AND THERE ARE NO UNPAID TAXES OF ANY PREDECESSOR
ENTITY FOR WHICH ANY OF THE COMPANY AND THE SUBSIDIARIES IS LIABLE. THE RESERVE
FOR TAX LIABILITIES (OTHER THAN LIABILITIES FOR INCOME TAXES AND LIABILITIES FOR
PROPERTY TAXES) OF THE COMPANY AND THE SUBSIDIARIES REFLECTED IN THE BALANCE
SHEET ADEQUATELY REFLECTS (IN ACCORDANCE WITH GAAP) ALL SUCH TAXES ACCRUED
THROUGH THE DATE THEREOF. NEITHER THE COMPANY NOR ANY OF THE SUBSIDIARIES HAS
INCURRED ANY LIABILITY FOR TAXES (EXCLUDING ANY FEDERAL INCOME TAXES OF THE PFC
GROUP) AFTER THE DATE OF THE BALANCE SHEET OTHER THAN IN THE ORDINARY COURSE OF
BUSINESS OR AS A RESULT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. ALL