Proceedings. On the Closing Date, all limited liability company proceedings of Borrowers shall be satisfactory in form and substance to the Bank and its counsel; and the Bank shall have received copies, in form and substance satisfactory to the Bank and its counsel, of the articles of organization (with certificate of formation), as applicable, and operating agreement or limited liability company agreement of each of the Borrowers and the resolutions of the authorized officers and/or manager of Borrowers, as adopted, authorizing the execution and delivery of the Loan Documents, the borrowings under this Agreement, and the granting of the security interests in the Collateral pursuant to the Security Instruments, to secure the payment of the Indebtedness.

Proceedings. Neither Emmis nor Sinclair shall be subject to any court or governmental order or injunction restraining or prohibiting the consummation of the transactions contemplated hereby.

Proceedings. For purposes of this Agreement, the term “proceeding” shall be broadly construed and shall include, without limitation, any threatened, pending, or completed action, suit, arbitration, alternate dispute resolution mechanism, tribunal, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company or otherwise and whether of a civil, criminal, administrative or investigative nature, and whether formal or informal in any case, in which Indemnitee was, is or will be involved as a party or otherwise by reason of: # the fact that Indemnitee is or was a director or officer of the Company, the Parent or another affiliate; # the fact that any action taken by Indemnitee or of any action on Indemnitee’s part while acting as director, officer, employee or agent of the Company, the Parent or another affiliate; or # the fact that Indemnitee is or was serving at the request of the Company, the Parent, or another affiliate as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, and in any such case described above, whether or not serving in any such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, or advancement of expenses may be provided under this Agreement.

Proceedings. As soon as possible and in any event within three (3) Business Days after a Responsible Officer of the Borrower receives notice or obtains knowledge thereof, any settlement of, material judgment (including a material judgment with respect to the liability phase of a bifurcated trial) in or commencement of any labor controversy (of a material nature), material litigation, material action, material suit or material proceeding before any Governmental Authority, domestic or foreign, affecting the [[Servicer:Organization]] Entities or their Affiliates.

Proceedings. In the event of any Proceeding:

Proceedings. Each Borrower has taken all necessary action to authorize the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party. This Agreement and each of the other Loan Documents to which any Borrower is a party has been duly executed and delivered by or on behalf of each Borrower and each constitutes the legal, valid and binding obligation of each Borrower party thereto enforceable against such Borrower in accordance with the terms thereof, subject only to applicable bankruptcy, insolvency and similar laws affecting rights of creditors generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

Proceedings. No action, proceeding or order by any court or governmental body or agency shall have been threatened in writing, asserted, instituted or entered to restrain or prohibit the carrying out of the transactions contemplated by this Agreement.

Proceedings. Except as set forth in [Schedule 4.1.9], there is not currently, nor has there been for the three (3) years immediately preceding the Closing Date, any material Proceeding pending or, to the Knowledge of the Seller, threatened against the Company. The Company is not currently subject to any Order affecting the properties, assets, personnel or business activities of the Company.

No Proceedings. No party to this Amendment may, prior to the date which is two (2) years and one (1) day after the Final Payout Date, institute against, or join any other Person in instituting against, the SPV any proceeding of a type referred to in the definition of Event of Insolvency.

No Proceedings. There are no actions, suits, investigations or other proceedings pending, or to its knowledge threatened, against the Parent Support Provider or any of its properties, that if adversely determined (individually or in the aggregate), would reasonably be expected to have a Material Adverse Effect.