EACH CASE, AS MAY BE REQUIRED BY LAW OR EXISTING CONTRACTS OR APPLICABLE
COLLECTIVE BARGAINING AGREEMENTS THAT HAVE PREVIOUSLY BEEN DISCLOSED TO BUYER
AND (Y) IN THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST PRACTICES WITH
RESPECT TO PERSONS WHO ARE NOT EITHER (I) RESPONSIBLE FOR ANY PRINCIPAL
ADMINISTRATIVE, OPERATING OR FINANCIAL FUNCTION OF THE BUSINESS OR (II) TALENT;
(X)
ANY LABOR DISPUTE, OTHER THAN ROUTINE
INDIVIDUAL GRIEVANCES, OR ANY ACTIVITY OR PROCEEDING BY A LABOR UNION OR
REPRESENTATIVE THEREOF TO ORGANIZE ANY EMPLOYEES OF THE STATION, WHICH EMPLOYEES
WERE NOT SUBJECT TO A COLLECTIVE BARGAINING AGREEMENT AT THE BALANCE SHEET DATE,
OR ANY LOCKOUTS, STRIKES, SLOWDOWNS, WORK STOPPAGES OR THREATS THEREOF BY OR
WITH RESPECT TO ANY EMPLOYEES OF THE STATION;
(XI)
ANY SALE OF REAL PROPERTY;
24
(XII)
ANY CHANGE IN ANY METHOD OF ACCOUNTING OR
ACCOUNTING PRACTICE BY EITHER SELLER WITH RESPECT TO THE BUSINESS EXCEPT FOR ANY
SUCH CHANGE REQUIRED BY REASON OF A CONCURRENT CHANGE IN GAAP; OR
(XIII)
ANY AGREEMENT OR COMMITMENT TO DO ANYTHING SET
FORTH IN THIS SECTION 3.11.
SECTION 3.12
ABSENCE OF LITIGATION.
EXCEPT AS SET
FORTH IN DISCLOSURE SCHEDULE SECTION 3.12(A)(1), THERE IS NO MATERIAL ACTION
RELATING TO THE STATION OR THE BUSINESS PENDING OR, TO THE KNOWLEDGE OF SELLERS,
THREATENED AGAINST OR AFFECTING EITHER SELLER OR ANY OF ITS OR THEIR PROPERTIES
OR ASSETS BEFORE ANY GOVERNMENTAL AUTHORITY.
EXCEPT AS SET FORTH IN DISCLOSURE
SCHEDULE SECTION 3.12(A)(2), NEITHER SELLER NOR ANY OF ITS OR THEIR PROPERTIES
OR ASSETS IS OPERATING UNDER OR SUBJECT TO ANY GOVERNMENTAL ORDER THAT COULD
REASONABLY BE EXPECTED TO HAVE, INDIVIDUALLY OR IN THE AGGREGATE, A MATERIAL
ADVERSE EFFECT.
SECTION 3.13
COMPLIANCE WITH LAWS.
EXCEPT AS SET
FORTH IN DISCLOSURE SCHEDULE SECTION 3.13 AND EXCEPT FOR MATTERS RELATING TO THE
FCC WHICH ARE ADDRESSED BY SECTION 3.14, NONE OF PARENT OR SELLERS IS IN
MATERIAL VIOLATION OF, AND HAS NOT SINCE JANUARY 1, 2003 VIOLATED IN ANY
MATERIAL RESPECT, AND, TO THE KNOWLEDGE OF SELLERS, IS NOT UNDER INVESTIGATION
WITH RESPECT TO AND HAS NOT BEEN THREATENED TO BE CHARGED WITH OR GIVEN NOTICE
OF ANY MATERIAL VIOLATION OF, ANY APPLICABLE LAW OR GOVERNMENTAL ORDER, EXCEPT
FOR VIOLATIONS THAT COULD NOT REASONABLY BE EXPECTED TO HAVE, INDIVIDUALLY OR IN
THE AGGREGATE, A MATERIAL ADVERSE EFFECT.
SECTION 3.14
FCC MATTERS; QUALIFICATIONS
(A)
DISCLOSURE SCHEDULE SECTION 3.14(A)(1)
CONTAINS A TRUE AND COMPLETE LIST OF THE FCC LICENSES, AND THERE ARE NO OTHER
LICENSES, PERMITS OR OTHER AUTHORIZATIONS FROM THE FCC REQUIRED FOR THE LAWFUL
OPERATION OF THE STATION SUBSTANTIALLY IN THE MANNER NOW OPERATED.
SELLERS HAVE
DELIVERED TRUE, CORRECT AND COMPLETE COPIES OF THE FCC LICENSES TO BUYER,
INCLUDING ANY AND ALL AMENDMENTS AND MODIFICATIONS THERETO.
THE FCC LICENSES
WERE VALIDLY ISSUED BY THE FCC, ARE VALIDLY HELD BY SELLERS AND ARE IN FULL
FORCE AND EFFECT.
ALL FCC ACTIONS WITH RESPECT TO THE STATION'S MAIN ANALOG AND
DIGITAL LICENSES ARE FINAL ORDERS.
THE FCC LICENSES HAVE BEEN ISSUED FOR THE
FULL TERMS CUSTOMARILY ISSUED TO