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      Schedule 5.3 hereto, with Franchise and FCC approvals identified as such.
      Other than as set forth on Schedule 5.3, the execution and delivery of
      this Agreement by Sellers and the Company does not, and the performance of
      this Agreement by Sellers and the Company will not, require any member of
      the Company Group to obtain or make any consent, approval, authorization
      or permit of, or filing with or notification to, any Governmental
      Authority, except (i) for applicable requirements, if any, of federal or
      state securities or "blue sky" laws, and (ii) as required under the HSR

            (b) Subject to obtaining the requisite approvals and consents listed
      in Schedule 5.3 hereto, neither the execution, delivery and performance by
      Sellers and the Company of this Agreement nor the consummation of the
      transactions contemplated hereby, alone or in conjunction with any other
      event (such as a voluntary or involuntary termination of employment), will
      (i) conflict with, or result in a breach of the terms of, or constitute a
      default under, or a violation of, or give rise to any termination right
      under, amendment or extension of, or a loss of any benefit under, any
      Material Agreements, Franchises and Necessary Contracts, (ii) result in
      the violation of any law, rule, regulation, order, writ, judgment, decree,
      determination or award presently in effect or having applicability to a
      member of the Company Group (except to the extent of violations which,
      individually or in the aggregate would not be material), (iii) conflict
      with or violate the certificate of incorporation, by-laws, operating
      agreement or partnership agreement of any member of the Company Group, or
      (iv) result in any payment becoming due to any employee, former employee,
      officer, director, or consultant, or any of their dependents (other than
      (1) the signing bonuses or stay put bonuses permitted pursuant to Section
      7.3(e) hereof, or (2) any benefits under the severance plans listed on
      Schedule 5.20, of each Company Group member or any ERISA Affiliates; (v)
      increase any benefits otherwise payable under any Plan; or (vi) result in
      the acceleration of the time of payment or vesting of any benefits under
      any Plan except as disclosed on Schedule 5.20. Subject to obtaining such
      approvals and consents, such execution, delivery, performance or
      consummation will not give to others any rights of termination,
      acceleration or cancellation in or with respect to, or a loss of any
      material benefit under, any Material Agreement of (or relating to the
      Business of) the Company Group. 

      5.4 Capitalization.

      The Purchased Interests to be sold to Buyer pursuant to this Agreement, as
identified on Schedule 2.1 hereto, constitute all outstanding partnership
interests of the Company. The Company owns, directly or through one or more
Subsidiaries, free and clear of all liens and encumbrances, and free and clear
of any other limitation or restriction (other than liens securing obligations
under the Credit Facility), all of the outstanding general partner interests,
limited partner interests, and all other outstanding equity interests of each
Subsidiary of the Company. Other than as included in the Purchased Interests,
there are no (i) options, warrants or other rights or Contracts obligating any
member of the Company Group to issue or sell any shares of capital stock of, or
other equity interests in, any member of the Company Group or to pay cash in
lieu thereof, (ii) equity equivalents, stock appreciation rights, performance
shares, interests in the