Cable and Satellite Matters Clause Samples
Cable and Satellite Matters. (a) Disclosure Schedule Section 3.15(a) contains a list, including channel positions, of all cable television systems in the Sacramento/Stockton/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Designated Market Area (the “Sacramento DMA”) on which the Station’s analog signal is presently carried (“Market Cable Systems”). Sellers have timely made must-carry elections or entered into retransmission consent agreements with respect to the Market Cable Systems. No Market Cable System has provided written notice to Sellers of any signal quality issue or failed to respond to a request for carriage or, to the Knowledge of Sellers, sought any form of relief from carriage of the Station from the FCC. Sellers have not received any written notice of any Market Cable System’s intention to delete the Station from carriage or to change the Station’s channel position on such cable system. Sellers have no petition pending before the FCC to extend the Station’s market for cable carriage purposes beyond the Sacramento DMA.
(b) Disclosure Schedule Section 3.15(b) contains a list of the cable systems that, to the Knowledge of Sellers, carry the Station, including the Station’s channel position, where known, on such cable systems outside the Sacramento DMA.
(c) Disclosure Schedule Section 3.15(c) contains a list of all retransmission consent, channel positioning or other agreements with cable systems with respect to the Station, and Sellers have previously furnished Buyer with true and correct copies of all such agreements.
(d) Sellers timely made must-carry elections or have entered into retransmission consent agreements with DirectTV and EchoStar, each of which provide local-into-local service in the Sacramento DMA. Disclosure Schedule Section 3.15(d)(1) lists these must-carry elections or retransmission consent agreements, and Sellers have previously furnished Buyer with true and correct copies of these elections or agreements. Neither DirecTV nor EchoStar has advised Sellers or any of their Affiliates of any signal quality or other issues with respect to the Station’s must-carry or retransmission consent elections, and the Station is being carried by DirecTV and EchoStar in the Sacramento DMA on such carrier’s satellite serving such market. Except as disclosed on Disclosure Schedule Section 3.15(d)(2), none of the Sellers nor any of their Affiliates has unresolved disputes with satellite carriers with respect to the carriage of the Station.
Cable and Satellite Matters. (a) Disclosure Schedule Section 3.13(a) contains a list of all retransmission consent or copyright indemnification agreements with MVPDs with more than 5,000 subscribers with respect to each Station as of the date of this Agreement. Seller or a High Plains Entity has timely made retransmission consent elections and entered into retransmission consent agreements with respect to each MVPD with more than 7,000 subscribers in any of the Markets. Since January 1, 2011, no such MVPD has provided written notice to Seller or a High Plains Entity of any signal quality issue or failed to respond to a request for carriage or to the Knowledge of Seller sought any form of relief from carriage of the Station from the FCC. Since January 1, 2011, neither Seller nor any High Plains Entity has received any written notice of the intention of any headend with more than 1,500 subscribers covered by an MVPD in any of the Stations’ Markets to delete a Station from carriage or to change a Station’s channel position.
(b) Disclosure Schedule Section 3.13(b) contains a list as of the date hereof, including the channel position where known, of the MVPDs that, to the Knowledge of Seller, carry any Station outside such Station’s Market.
Cable and Satellite Matters. (a) Disclosure Schedule Section 3.13(a) contains a list of all retransmission consent or copyright indemnification agreements with MVPDs with more than 5,000 subscribers with respect to each Station as of the date of this Agreement. Seller has timely made retransmission consent elections and entered into retransmission consent agreements with respect to each MVPD with more than 5,000 subscribers in any of the Markets. Since January 1, 2011, no such MVPD has provided written notice to Seller of any signal quality issue or failed to respond to a request for carriage or to the Knowledge of Seller sought any form of relief from carriage of the Station from the FCC. Since January 1, 2010, Seller has not received any written notice of any MVPD’s intention to delete a Station from carriage or to change a Station’s channel position.
Cable and Satellite Matters. (a) Disclosure Schedule Section 3.13(a) contains a list of all retransmission consent or copyright indemnification agreements with MVPDs with more than 2,500 subscribers with respect to the Stations as of the date of this Agreement. Except as set forth in Disclosure Schedule Section 3.13(a), since January 1, 2017, (i) no such MVPD has provided written notice to Seller of any signal quality issue or failed to respond to a request for carriage or to the Knowledge of Seller sought any form of relief from carriage of KMIR from the FCC and (ii) Seller has not received any written notice of any MVPD’s intention to delete a Station that is carried as of the date of this Agreement from carriage or to change such a Station’s channel position.
(b) Disclosure Schedule Section 3.13(b) contains a list as of the date hereof, including the channel position where known, of the MVPDs that, to the Knowledge of Seller, carry any Station outside the Market.
Cable and Satellite Matters. Schedule 3.28 lists all MVPDs currently carrying any of the Stations’ signal and all elections or agreements relating to such carriage. True and complete copies of any and all retransmission consent agreements relating to the Stations have been supplied to the Buyer. The Sellers promptly will supply Buyer with any and all additional retransmission agreements, amendments, follow-on or replacement agreements entered into by any of Sellers with any MVPD prior to the Closing Date. The Equity Entities know of no reason such carriage will not continue after the Closing Date, in the same manner and form it is currently carried, and will notify Buyer immediately upon the termination or discontinuance of any current MVPD carriage or carriage arrangement.
Cable and Satellite Matters. Section 3.25 of the Company Disclosure Schedule sets forth a list of the ten largest multichannel video programming distributors (including cable systems, SMATV, open video systems, MMDS, MDS, Broadband Radio Service and DBS systems, collectively, “MVPDs”) that carry the analog and/or digital signals of the Company Stations. No MVPD listed on Section 3.25 of the Company Disclosure Schedule has declined or refused to carry a Company Station or disputed a Company Station’s right to carriage pursuant to such Company Station’s must-carry or retransmission consent election, as the case may be.
Cable and Satellite Matters. (a) (i) Schedule 3.16(a)(i) contains a list, including channel positions, of all cable television systems in the Columbus N▇▇▇▇▇▇ Designated Market Area (the “Columbus DMA”) on which the Columbus Station’s signal is presently carried (“Columbus Market Cable Systems”). Seller has timely made must-carry elections with respect to the Columbus Market Cable Systems. No Columbus Market Cable System has provided written notice to Seller of any signal quality issue or failed to respond to a request for carriage or, to the Knowledge of Seller, sought any form of relief from carriage of the Columbus Station from the FCC. Seller has not received any written notice of any Columbus Market Cable System’s intention to delete the Columbus Station from carriage or to change the Columbus Station’s channel position on such cable system. Seller has no petition pending before the FCC to extend the Columbus Station’s market for cable carriage purposes beyond the Columbus DMA.
Cable and Satellite Matters. (a) Disclosure Schedule Section 3.13(a) contains a list of all retransmission consent or copyright indemnification agreements with MVPDs with more than 2,500 subscribers with respect to the Stations as of the date of this Agreement. Except as set for...
(b) Disclosure Schedule Section 3.13(b) contains a list as of the date hereof, including the channel position where known, of the MVPDs that, to the Knowledge of Seller, carry any Station outside the Market.
Cable and Satellite Matters. (a) Disclosure Schedule Section 3.13(a) contains a list of all retransmission consent or copyright indemnification agreements with MVPDs with more than 5,000 subscribers with respect to each Station as of the date of this Agreement. Except as set forth on Disclosure Schedule Section 3.13(a), the Company, the Company Subsidiaries or the Stations have timely made retransmission consent elections and entered into retransmission consent agreements with respect to each MVPD with more than 7,000 subscribers in the Markets. Except as set forth on Disclosure Schedule Section 3.13(a), since July 31, 2011, no such MVPD has provided written notice to Seller, the Company or any of the Company Subsidiaries of any signal quality issue or failed to respond to a request for carriage or to the Knowledge of Seller sought any form of relief from carriage of any Station from the FCC. Except as set forth on Disclosure Schedule Section 3.13(a), since July 31, 2011, none of Seller, the Company or any of the Company Subsidiaries has received any written notice of the intention of any headend with more than 1,500 subscribers covered by an MVPD in any Station's Market to delete such Station from carriage or to change such Station's channel position.
(b) Disclosure Schedule Section 3.13(b) contains a list as of the date hereof, including the channel position where known, of the MVPDs that, to the Knowledge of Seller, carry each Station outside such Station's Market.
Cable and Satellite Matters. (a) Section 3.33 of the Disclosure Schedule sets forth:
(i) a list of all multichannel video programming distributors in the United States, including, but not limited to, cable systems, SMATV, open video systems, MMDS, MDS, and DBS systems (hereinafter "MVPDS"), which carry the Station's signal, other than those which have fewer than 5,000 subscribers, and the channel on which the Station's signal is carried;
(ii) a list of all Market MVPDs to which TV or License Co. has provided a must-carry notice or retransmission consent notice in accordance with the provisions of the Communications Act and the applicable FCC regulations for the three-year period ending December 31, 2002 for cable systems, and the four-year period ending December 31, 2005 for DBS systems, and a list of all Market MVPDs to which TV or License Co. has not provided any such must-carry or retransmission consent notice;
(iii) a list of all retransmission consent and/or copyright indemnification agreements entered into by Seller, TV or License Co. with any Market MVPD with respect to the Station for the three-year period ending December 31, 2002 for cable systems, and the four-year period ending December 31, 2005 for DBS systems and expiration date for each such agreement; and
(iv) a list of all retransmission consent and/or copyright indemnification agreements entered into by Seller, TV or License Co. with any MVPD other than a Market MVPD with respect to the Station as of the date of this Agreement and expiration date for each such agreement.
(b) The Station has made a retransmission consent election with respect to all applicable Market MVPDs, except as specifically set forth on Section 3.33 of the Disclosure Schedule.
(c) Seller has delivered to Purchaser true and complete copies of all material notices, agreements, correspondence and other items described in clauses (a)(iii) and (iv) of this Section 3.33. Except as set forth on Section 3.33 of the Disclosure Schedule, consummation of the Transactions will not require consent of any Person with respect to carriage pursuant to a retransmission consent agreement on any Market MVPD or other MVPD set forth on Section 3.33 of the Disclosure Schedule.