Common use of Status of Contracts Clause in Contracts

Status of Contracts. Except as set forth in Schedule 2.17 or in any other Schedule hereto, each of the leases, contracts and other agreements listed in Schedules 2.10, 2.13, 2.14 and 2.16 (the "Seller Agreements") constitutes, or upon consummation of the Exchange Transaction will constitute, a valid and binding obligation of Seller and, to the knowledge of Seller, the other parties thereto (subject to bankruptcy, insolvency, reorganization or other laws relating to or affecting the enforcement of creditors' rights and general equity principles) and is, or upon consummation of the Exchange Transaction will be, in full force and effect and (except as set forth in Schedule 2.3 and except for those Seller Agreements which by their terms will expire prior to the Closing Date or will be otherwise terminated prior to the Closing Date in accordance with the provisions thereof) may be transferred to Buyer pursuant to this Agreement and will continue in full force and effect thereafter, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party. With respect to the Seller Agreements relating to the Owned Stations, Seller has fulfilled and performed its obligations under such Seller Agreements, and Seller is not in, or, to the knowledge of Seller, alleged to be in, breach or default under any such Seller Agreement and, to the knowledge of Seller, no other party to any such Seller Agreement is in breach or default thereunder, and to the knowledge of Seller, no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by Seller or by any such other party. With respect to the Seller Agreements relating to the Purchased Stations, (i) each of Seller and, to the knowledge of Seller, Entercom has fulfilled and performed in all material respects its respective obligations, if any, under each such Seller Agreement, (ii) neither Seller nor, to the knowledge of Seller, Entercom is in, or alleged to be in, material breach or material default under any such Seller Agreement, (iii) to the knowledge of Seller, no other party to any such Seller Agreement is in material breach nor material default thereunder, and (iv) no event has occurred and no condition or state of facts exists which, with the passage of time or giving of notice or both, would constitute such a default or breach by Seller or, to the knowledge of Seller, Entercom or by any such other party. Seller has not and, to the knowledge of Seller, Entercom has not granted any material waiver or forbearance with respect to any of the Seller Agreements. Complete and correct copies of each of the Seller Agreements have heretofore been, or will within seven days hereof be, made available to Buyer by Seller.

Status of Contracts. Except as set forth in Schedule 2.17 SCHEDULE 5.16 or in any other Schedule hereto, each of the leases, contracts and other agreements listed in Schedules 2.10SCHEDULE 5.15 (collectively, 2.13, 2.14 and 2.16 (the "Seller AgreementsSELLER AGREEMENTS") constitutes, or upon consummation of the Exchange Transaction will constitute, constitutes a valid and binding obligation of Seller and, to the knowledge of Seller, the other parties thereto (subject to bankruptcy, insolvency, reorganization or other laws relating to or affecting the enforcement of creditors' rights and general equity principles) and is, or upon consummation of the Exchange Transaction will be, is in full force and effect and (except as set forth in Schedule 2.3 SCHEDULES 5.4(A) AND 5.4 (B), and except for those Seller Agreements which by their terms will expire prior to the Closing Date or will be are otherwise terminated prior to the Closing Date in accordance with the provisions thereofhereof) may be transferred to Buyer pursuant to this Agreement and will continue in full force and effect thereafter, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party. With respect to the Seller Agreements relating to the Owned Stations, Seller has fulfilled and performed its obligations under such each of the Seller Agreements, and Seller is not in, or, to the actual knowledge of Seller, alleged to be in, breach or default under any such Seller Agreement andunder, nor (except as set forth in SCHEDULE 5.16) is there or, to the actual knowledge of Seller, is there alleged to be any basis for termination of, any of the Seller Agreements and no other party to any such of the Seller Agreement is in breach Agreements has breached or default defaulted thereunder, and to the knowledge of Seller, no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by Seller or by any such other party. With respect to the Seller Agreements relating to the Purchased Stations, (i) each of Seller and, to the knowledge of Seller, Entercom has fulfilled and performed in all material respects its respective obligations, if any, under each such Seller Agreement, (ii) neither Seller nor, to the knowledge of Seller, Entercom is in, or alleged to be in, material breach or material default under any such Seller Agreement, (iii) to the knowledge of Seller, no other party to any such Seller Agreement is in material breach nor material default thereunder, and (iv) no event has occurred and no condition or state of facts exists which, with the passage of time or giving of notice or both, would constitute such a default or breach by Seller or, to the knowledge of Seller, Entercom or by any such other party. Seller has not and, to the knowledge of Seller, Entercom has not granted any material waiver or forbearance with respect to currently renegotiating any of the Seller AgreementsAgreements or paying liquidated damages in lieu of performance thereunder. Complete and correct copies of each of the Seller Agreements have heretofore been, or will within seven days hereof be, been made available to Buyer by Seller.

Status of Contracts. Except as set forth in Schedule 2.17 SCHEDULE 5.20 or in any other Schedule hereto, each of the leases, contracts and other agreements listed in Schedules 2.10SCHEDULES 5.11, 2.135.14, 2.14 5.15, 5.17 and 2.16 5.19 (collectively, the "Seller AgreementsSELLER AGREEMENTS") constitutes, or upon consummation of the Exchange Transaction will constitute, constitutes a valid and binding obligation of Seller and, to the knowledge of Seller, the other parties thereto (subject to bankruptcy, insolvency, reorganization or other laws relating to or affecting the enforcement of creditors' rights and general equity principles) and is, or upon consummation of the Exchange Transaction will be, is in full force and effect and (except as set forth in Schedule 2.3 SCHEDULE 5.3 and except for those Seller Agreements which by their terms will expire prior to the Closing Date or will be are otherwise terminated prior to the Closing Date in accordance with the provisions thereofhereof or which are not being assigned to and assumed by Buyer hereunder) may be transferred to Buyer pursuant to this Agreement and will continue in full force and effect thereafter, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party. With respect to the Seller Agreements relating to the Owned Stationsor Hastings Canada, Seller as applicable, has fulfilled and performed its obligations under such each of the Seller Agreements, and neither Seller nor Hastings Canada is not in, or, to the knowledge of Seller, or alleged to be in, breach or default under under, nor is there or is there alleged to be any such basis for termination of, any of the Seller Agreement Agreements and, to the knowledge of Seller, no other party to any such of the Seller Agreement is in breach Agreements has breached or default defaulted thereunder, and to the knowledge of Seller, no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by Seller or by any such other party. With respect to the Seller Agreements relating to the Purchased Stations, (i) each of Seller and, to the knowledge of Seller, Entercom has fulfilled and performed in all material respects its respective obligations, if any, under each such Seller Agreement, (ii) neither Seller nor, to the knowledge of Seller, Entercom is in, or alleged to be in, material breach or material default under any such Seller Agreement, (iii) to the knowledge of Seller, no other party to any such Seller Agreement is in material breach nor material default thereunder, and (iv) no event has occurred and no condition or state of facts exists which, with the passage of time or giving of notice or both, would constitute such a default or breach by Seller Hastings Canada or, to the knowledge of Seller, Entercom or by any such other party. Neither Seller has not and, to the knowledge of Seller, Entercom has not granted any material waiver or forbearance with respect to nor Hastings Canada is currently renegotiating any of the Seller AgreementsAgreements or paying liquidated damages in lieu of performance thereunder. In Seller's opinion none of the Seller Agreements contains terms unduly burdensome to the Business or is harmful to the Business or the Purchased Assets. Complete and correct copies of each of the Seller Agreements have heretofore been, or will within seven days hereof be, made available been delivered to Buyer by Seller. (i) the Purchased Assets and their uses comply, in all material respects, with all applicable Requirements of Laws and Court Orders; (ii) Seller and Hastings Canada have complied, in all material respects, with all Requirements of Laws and Court Orders which are applicable to the Purchased Assets or the Business; (iii) there are no lawsuits, claims, suits, disputes, proceedings or investigations pending or, to the knowledge of Seller, threatened against or affecting Seller or Hastings Canada in respect of the Purchased Assets or the Business nor, to the knowledge of Seller, is there any basis for any of the same, and there are no lawsuits, suits or proceedings pending in which Seller or Hastings Canada is the plaintiff or claimant and which relate to the Purchased Assets or the Business; (iv) there is no action, suit or proceeding pending or, to the knowledge of Seller, threatened which questions the legality or propriety of the transactions contemplated by this Agreement; and (v) to the knowledge of Seller, no legislative or regulatory proposal has been adopted or is pending which could adversely affect the Business.

Status of Contracts. Except as set forth in Schedule 2.17 or in any other Schedule heretoTo the Knowledge of Seller, each of the leasesContracts listed on Schedules 2.1(g) and 4.26(b) (collectively, contracts and other agreements listed in Schedules 2.10, 2.13, 2.14 and 2.16 (the "“Seller Agreements"”) constitutesconstitutes a legal, or upon consummation valid, binding and enforceable obligation of the Exchange Transaction will constitute, a valid and binding obligation of Seller and, to the knowledge of Seller, the other parties thereto (subject to bankruptcy, insolvency, reorganization or other laws relating to or affecting the enforcement of creditors' rights and general equity principles) and is, or upon consummation of the Exchange Transaction will be, is in full force and effect and (except as set forth in Schedule 2.3 the transactions contemplated herein shall not have an Adverse Effect on the Seller Ancillary Agreements and except for those Seller Agreements which by their terms will expire prior to the Closing Date or will be otherwise terminated prior to the Closing Date in accordance with the provisions thereof) may be transferred to Buyer pursuant to this Agreement and will they shall continue in full force and effect thereafterimmediately after the Closing with Buyer as a party thereto instead of Seller, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party. With respect to the Seller Agreements relating to the Owned Stations, Seller has fulfilled and performed its obligations under such each of the Seller Agreements, and Seller is not in, or, to the knowledge Knowledge of Seller, alleged to be in, breach or default under under, nor to the Knowledge of Seller is there or is there alleged to be any such basis for termination of, any of the Seller Agreement Agreements and, to the knowledge Knowledge of Seller, no other party to any such of the Seller Agreement is in breach Agreements has breached or default defaulted thereunder, and to the knowledge Knowledge of Seller, Seller no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by Seller or by any such other party. With respect to the Seller Agreements relating to the Purchased Stations, (i) each of Seller and, to the knowledge of Seller, Entercom has fulfilled and performed in all material respects its respective obligations, if any, under each such Seller Agreement, (ii) neither Seller nor, to the knowledge of Seller, Entercom is in, or alleged to be in, material breach or material default under any such Seller Agreement, (iii) to the knowledge of Seller, no other party to any such Seller Agreement is in material breach nor material default thereunder, and (iv) no event has occurred and no condition or state of facts exists which, with the passage of time or giving of notice or both, would constitute such a default or breach by Seller or, to the knowledge Knowledge of Seller, Entercom or by any such other party. Seller has is not and, to the knowledge of Seller, Entercom has not granted any material waiver or forbearance with respect to currently renegotiating any of the Seller AgreementsAgreements or paying liquidated damages in lieu of performance thereunder. Complete True and correct complete copies of each of the Seller Agreements have heretofore been, or will within seven days hereof be, made available been delivered to Buyer by Seller.

Status of Contracts. Except as set forth in Section 5.17 of the Disclosure Schedule 2.17 or in any other Schedule heretoand for events of default arising as a result of the Filing, each of the leases, contracts and other agreements listed in Schedules 2.10, 2.13, 2.14 and 2.16 (the "Seller Agreements") constitutes, or upon consummation of the Exchange Transaction will constitute, Agreements constitutes a valid and binding obligation of Seller and, to the knowledge of Seller, the other parties thereto (subject to bankruptcy, insolvency, reorganization or other laws relating to or affecting the enforcement of creditors' rights and general equity principles) and is, or upon consummation of the Exchange Transaction will be, is in full force and effect and (except as set forth in Schedule 2.3 and, subject to the cure of defaults pursuant to Section 2.5 and except for those Seller Agreements which that by their terms will expire prior to the Closing Date or will be are otherwise terminated prior to the Closing Date in accordance with the provisions thereof) hereof, may be transferred to Buyer pursuant to this Agreement and will continue in full force and effect thereafterupon such transfer, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and, except for the Bankruptcy Court Order and the obtaining of any consents set forth in Section 5.3 of the Disclosure Schedule, without the consent, approval or act of, or the making of any filing with, any other party. With respect to the Seller Agreements relating to the Owned Stations, Seller has fulfilled and performed its obligations under such each of the Seller Agreements, and except for events of default arising as a result of the Filing, Seller is not in, or, to the knowledge of Seller, alleged to be in, breach or default under under, nor is there or, to the knowledge of Seller, is there alleged to be any such basis for termination of, any of the Seller Agreement Agreements, and, to the knowledge of Seller, no other party to any such of the Seller Agreement is in breach Agreements has breached or default defaulted thereunder, and to the knowledge of Seller, no event has occurred and no condition or state of facts exists whichthat, with the passage of time or the giving of notice or both, would constitute such a default or breach by Seller or by any such other party. With respect to the Seller Agreements relating to the Purchased Stations, (i) each of Seller and, to the knowledge of Seller, Entercom has fulfilled and performed in all material respects its respective obligations, if any, under each such Seller Agreement, (ii) neither Seller nor, to the knowledge of Seller, Entercom is in, or alleged to be in, material breach or material default under any such Seller Agreement, (iii) to the knowledge of Seller, no other party to any such Seller Agreement is in material breach nor material default thereunder, and (iv) no event has occurred and no condition or state of facts exists which, with the passage of time or giving of notice or both, would constitute such a default or breach by Seller or, to the knowledge of Seller, Entercom or by any such other party. Seller has is not and, to the knowledge of Seller, Entercom has not granted any material waiver or forbearance with respect to currently renegotiating any of the Seller AgreementsAgreements or paying liquidated damages in lieu of performance thereunder. Complete Seller has made available to Buyer true and correct copies of each of the Seller Agreements have heretofore been, or will within seven days hereof be, made available to Buyer by SellerAgreements.