Common use of Cable and Satellite Matters Clause in Contracts

Cable and Satellite Matters. (a) Schedule 3.16(a) contains a list, including channel positions, of all cable television systems in the Los Angeles Nielsen Designated Market Area (the "Los Angeles DMA") on which the Sxxxxxx'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 Los Angeles DMA. (b) Schedule 3.16(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 Los Angeles DMA. (c) Schedule 3.16(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 Los Angeles DMA. Schedule 3.16(d)(1) lists these retransmission consent agreements, and Sellers have previously furnished Buyer with true and correct copies of these 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 retransmission consent elections, and the Station is being carried by DirecTV and EchoStar in the Los Angeles DMA on such carrier's satellite serving such market. Except as disclosed on Schedule 3.16(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. The Station was not retransmitted by a satellite carrier on May 1, 1991.

Cable and Satellite Matters. (a) Schedule 3.16(aThe Company has previously made available to the Parent a list of: (i) contains all multichannel video programming distributors (collectively, “MVPDs” and each individually, a list“MVPD”) that carry a Station’s signal, including and the channel positions, of all cable television systems in the Los Angeles Nielsen Designated Market Area (the "Los Angeles DMA") on which the Sxxxxxx's analog each Station’s signal is presently carried carried; ("Market Cable Systems"). Sellers have timely made ii) (A) all MVPDs in each Station’s market to which the Company or a Subsidiary thereof has provided a must-carry elections 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 retransmission consent agreements with respect to a Station with any MVPD in any Station’s market, and the Market Cable Systems. 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 Market Cable System MVPD has provided written notice to Sellers advised the Company of any signal quality issue 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, to the Knowledge of Sellers, or 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 Los Angeles DMA. (b) Schedule 3.16(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 Los Angeles DMA. (c) Schedule 3.16(c) contains a list of all retransmission consent, channel positioning or other agreements with cable systems with respect The Company has made available to the Station, and Sellers have previously furnished Buyer with Parent true and correct complete copies of all such agreementsmaterial notices, contracts, correspondence and other items described in subsections (a)(i) – (vi) above. (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 Los Angeles DMA. Schedule 3.16(d)(1) lists these retransmission consent agreements, and Sellers have previously furnished Buyer with true and correct copies of these 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 retransmission consent elections, and the Station is being carried by DirecTV and EchoStar in the Los Angeles DMA on such carrier's satellite serving such market. Except as disclosed on Schedule 3.16(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. The Station was not retransmitted by a satellite carrier on May 1, 1991.

Cable and Satellite Matters. (a) Section 3.33 of the Disclosure Schedule 3.16(asets forth: (i) contains a list, including channel positions, list of all cable television systems multichannel video programming distributors in the Los Angeles Nielsen Designated Market Area United States, including, but not limited to, cable systems, SMATV, open video systems, MMDS, MDS, and DBS systems (hereinafter "MVPDS"), which carry the "Los Angeles DMA") Station's signal, other than those which have fewer than 5,000 subscribers, and the channel on which the SxxxxxxStation's analog signal is presently carried carried; ("ii) a list of all Market Cable Systems"). Sellers have timely made MVPDs to which TV or License Co. has provided a must-carry elections 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 retransmission consent agreements 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 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, MVPD with respect to the Knowledge of Sellers, sought any form of relief from carriage Station as of the Station from the FCC. Sellers have not received any written notice date of any Market Cable System's intention to delete the Station from carriage or to change the Station's channel position on this Agreement and expiration date for each such cable system. Sellers have no petition pending before the FCC to extend the Station's market for cable carriage purposes beyond the Los Angeles DMAagreement. (b) Schedule 3.16(b) contains The Station has made a list retransmission consent election with respect to all applicable Market MVPDs, except as specifically set forth on Section 3.33 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 Los Angeles DMADisclosure Schedule. (c) Schedule 3.16(c) contains a list Seller has delivered to Purchaser true and complete copies of all retransmission consentmaterial notices, channel positioning or agreements, correspondence and other agreements with cable systems 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 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 carriage pursuant to a retransmission consent agreements with DirectTV and EchoStar, each of which provide local-into-local service in the Los Angeles DMA. Schedule 3.16(d)(1) lists these retransmission consent agreements, and Sellers have previously furnished Buyer with true and correct copies of these agreements. Neither DirecTV nor EchoStar has advised Sellers or agreement on any of their Affiliates of any signal quality Market MVPD or other issues with respect to the Station's retransmission consent elections, and the Station is being carried by DirecTV and EchoStar in the Los Angeles DMA MVPD set forth on such carrier's satellite serving such market. Except as disclosed on Schedule 3.16(d)(2), none Section 3.33 of the Sellers nor any of their Affiliates has unresolved disputes with satellite carriers with respect to the carriage of the Station. The Station was not retransmitted by a satellite carrier on May 1, 1991Disclosure Schedule.

Cable and Satellite Matters. (a) Disclosure Schedule 3.16(aSection 3.15(a) contains a list, including channel positions, of all cable television systems in the Los Angeles Nielsen Sacramento/Stockton/Xxxxxxx Xxxxxxx Designated Market Area (the "Los Angeles “Sacramento DMA"”) on which the Sxxxxxx's 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 ’s intention to delete the Station from carriage or to change the Station's ’s channel position on such cable system. Sellers have no petition pending before the FCC to extend the Station's ’s market for cable carriage purposes beyond the Los Angeles Sacramento DMA. (b) Disclosure Schedule 3.16(bSection 3.15(b) contains a list of the cable systems that, to the Knowledge of Sellers, carry the Station, including the Station's ’s channel position, where known, on such cable systems outside the Los Angeles Sacramento DMA. (c) Disclosure Schedule 3.16(cSection 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 Los Angeles Sacramento DMA. Disclosure Schedule 3.16(d)(1Section 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 ’s must-carry or retransmission consent elections, and the Station is being carried by DirecTV and EchoStar in the Los Angeles Sacramento DMA on such carrier's ’s satellite serving such market. Except as disclosed on Disclosure Schedule 3.16(d)(2Section 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. The Station was not retransmitted by a satellite carrier on May 1, 1991.