Cable and Satellite Matters Sample Clauses

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/Xxxxxxx Xxxxxxx 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) The Company has previously made available to the Parent a list of: (i) all multichannel video programming distributors (collectively, “MVPDs” and each individually, a “MVPD”) that carry a Station’s signal, and the channel on which each Station’s signal is carried; (ii) (A) all MVPDs in each Station’s market to which the Company or a Subsidiary thereof has provided a must-carry notice or retransmission consent notice in accordance with the provisions of the Communications Act for the cable and direct broadcast satellite (“DBS”) must-carry/retransmission consent election cycles ending December 31, 2005, and for the cable and DBS must-carry/retransmission consent election cycle commencing January 1, 2006, including a description of the disposition and current status of each such must-carry or retransmission consent notice, and (B) all 25 MVPDs in each Station’s market to which the Company and its Subsidiaries have not provided any such must-carry or retransmission consent notice; (iii) all retransmission consent or copyright indemnification contracts entered into with respect to a Station with any MVPD in any Station’s market, and the expiration date for each such contract; (iv) all retransmission consent or copyright indemnification contracts entered into with respect to a Station as of the date hereof with any MVPD other than an MVPD in a Station’s market and the expiration date for each such contract; (v) all modifications to the geographic area in which a Station is eligible for must-carry or retransmission consent rights under FCC Rules that are pending with or have been approved by the FCC, including any appeals of such modifications to the FCC or a reviewing court; and (vi) all notifications to a Station from a DBS system indicating such DBS system’s intent to import “significantly viewed” television stations into such Station’s market. (b) No MVPD has advised the Company of any signal quality or copyright indemnity or other material obstacle to carriage of a Station’s signal that is still outstanding, and no MVPD has declined or threatened to decline such carriage or failed to respond to a request for carriage or sought any form of relief from carriage from the FCC. (c) The Company has made available to Parent true and complete copies of all material notices, contracts, correspondence and other items described in subsections (a)(i) – (vi) above.

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 the Stations as of the date of this Agreement. The Sellers have timely made retransmission consent elections and entered into retransmission consent agreements with respect to each MVPD with more than 5,000 subscribers in the Markets. Except as set forth on Disclosure Schedule Section 3.13(a), since January 1, 2011, no such MVPD has provided written notice to the Sellers of any signal quality issue or failed to respond to a request for carriage or to the Knowledge of the Sellers sought any form of relief from carriage of the Stations from the FCC. Except as set forth on Disclosure Schedule Section 3.13(a), since January 1, 2011, the Sellers have not received any written notice of any MVPD’s intention to delete the Stations from carriage or to change the Stations’ 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 the Sellers, carry the Stations outside the Markets.

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 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) (i) Schedule 3.16(a)(i) contains a list, including channel positions, of all cable television systems in the Columbus Nxxxxxx 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. 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) 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. (a) Section 3.15(a) of the Seller Disclosure Schedule sets forth: (i) a list of all MVPDs that to Sellers' Knowledge carry the analog and/or digital signals of the Stations and the channels on which the signals of the Stations are carried; (ii) with respect to each of the Stations, a list of all MVPDs to which Sellers or an Affiliate of Sellers, including any Company, have provided a must-carry notice or retransmission consent notice in accordance with the provisions of the Communications Laws for the three-year period ending December 31, 2008 or any subsequent period, including the disposition and current status of each such must-carry or retransmission consent notice; and (iii) a list of all retransmission consent and/or copyright indemnification contracts entered into with any MVPD with respect to the Stations for the three-year period ending December 31, 2008 or any subsequent period and the expiration date for each such contract. (b) Except as set forth in Section 3.15(b) of the Seller Disclosure Schedule, consummation of the transactions contemplated hereunder will not require consent of any person with respect to carriage pursuant to a retransmission consent agreement on any MVPD and will not result in or give rise to any termination, amendment, modification or cancellation of any material obligation or loss of any material benefit under such agreement. (c) No MVPD has declined or refused to carry the Stations or disputed the Stations' right to carriage pursuant to the Stations' must-carry or retransmission consent election, as the case may be.