Carriage Agreements Sample Clauses

Carriage Agreements. If Televisa exercises its right to require a DTH Business (including a Specified Entity which has a local operating agreement or similar arrangement with a DTH Business) to carry a Televisa Channel as set forth above, the DTH Business and Televisa will negotiate in good faith the terms of a carriage agreement pursuant to which the Televisa Channel will be provided to the DTH Business and offered to subscribers, which carriage agreement shall in any case be on commercially reasonable terms. If Televisa and the relevant DTH Business are unable to agree on the terms and conditions of a carriage agreement, then the terms shall be determined through arbitration in accordance with Section 7.5
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Carriage Agreements. The Company has made available to Purchaser and Seller Parties true and complete copies of all Carriage Agreements pursuant to which the QVC Service was being distributed to 200,000 or more subscribers at the Company Balance Sheet Date (the “Material Carriage Agreements”). Except as set forth in Section 5.18 in the Company Disclosure Schedule, the QVC Service is being distributed in accordance with the financial and other terms set forth in each such Material Carriage Agreement, and, with respect to each such Material Carriage Agreement, no event has occurred, nor has any action been taken or failed to be taken by the Company or its Affiliates, which would be reasonably likely to entitle any Distributor to change or amend the terms upon which the QVC Service is distributed or which would constitute a default under any such Material Carriage Agreement, including but not limited to, as a result of any “most favored nations” or similar provisions set forth in any Material Carriage Agreement. The execution, delivery and performance by the Company and its Subsidiaries of the Proposed Comcast Affiliation Agreement (determined as if executed on the date of the Buy-Sell Procedures Agreement and in effect from such date to and including the Closing Date) will not violate the terms of any existing Carriage Agreement to which the Company or its Subsidiaries is a party or pursuant to which the QVC Service is distributed or entitle any Distributor or other party to any such Carriage Agreement to (i) amend or change the terms upon which it distributes the QVC Service, (ii) require any additional or further payments in respect of its distribution of the QVC Service, (iii) terminate such Carriage Agreement or delete the QVC Service from any of such Distributor's programming distribution, (iv) require that the Company or any of its Subsidiaries enter into negotiations or discussions with such Distributor regarding amendments to such Carriage Agreement or modifications or changes to the terms upon which it distributes the QVC Service, or (v) change the channel positioning of the QVC Service or the tier of service on which the QVC Service is offered to its subscribers.
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Carriage Agreements. (a) The Company and IT shall maintain in full force and effect Carriage Agreements with one or more multiple system cable operators (such operators with whom the Company or IT have Carriage Agreements in effect, being herein referred to collectively as, the "Cable Operators") which in the aggregate provide cable service to at least 5,000,000 basic cable subscribers. Within 10 days after the end of each calendar month, the Company will deliver to each Significant Holder an Officer's Certificate certifying the aggregate number of basic cable subscribers served by the Cable Operators as reported by an authoritative industry publication. Within 30 days after the end of each fiscal quarter, the Company will (b) The Company and IT agree that in any new Carriage Agreement or in any renewal or modification of any existing Carriage Agreement, they shall each use their best efforts to have included as a standard provision thereof, an agreement on the part of the Cable Operator a party thereto that all right, title and interest of the Company or IT in, to and under such Carriage Agreement may be collaterally assigned to any Person making loans or providing any other financial assistance to the Company or IT, whether such loans or other financial assistance is then outstanding or is provided in the future, and that such Person may, subject to reasonable requirements with respect to any transferee, further transfer and assign such right, title and interest to another upon the enforcement of such Person's rights in connection with the loans or other financial assistance provided by it.
Sample 1
Carriage Agreements. The Company has made available to Purchaser and Seller Parties true and complete copies of all Carriage Agreements pursuant to which the QVC Service was being distributed to 200,000 or more subscribers at the Company Balance Sheet Date (the "Material Carriage Agreements"). Except as set forth in Section 5.18 in the Company Disclosure Schedule, the QVC Service is being distributed in accordance with the financial and other terms set forth in each such Material Carriage Agreement, and, with respect to each such Material Carriage Agreement, no event has occurred, nor has any action been taken or failed to be taken by the Company or its Affiliates, which would be reasonably likely to entitle any Distributor to change or amend the terms upon which the QVC Service is distributed or which would constitute a default under any such Material Carriage Agreement, including but not limited to, as a result of any "most favored nations" or similar provisions set forth in any Material Carriage Agreement. The execution, delivery and performance by the Company and its Subsidiaries of the Proposed Comcast Affiliation Agreement (determined as if executed on the date of the Buy-Sell Procedures Agreement and in effect from such
Sample 1
Carriage Agreements. As of the Signing Date, the Borrower has made available to the Administrative Agent a complete and correct copy of each material Carriage Agreement (including all material schedules, exhibits, amendments, supplements and modifications thereto). Neither the Borrower nor any other Loan Party or, to the knowledge of the Borrower, any other person party thereto is in default in the performance or compliance in any material respect with any provisions thereof.
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Related to Carriage Agreements

  • Landlord and Storage Agreements Upon request, provide Agent with copies of all existing agreements, and promptly after execution thereof provide Agent with copies of all future agreements, between an Obligor and any landlord, warehouseman, processor, shipper, bailee or other Person that owns any premises at which any Collateral may be kept or that otherwise may possess or handle any Collateral.

  • Sub-Agreements Party shall not assign, subcontract or subgrant the performance of this Agreement or any portion thereof to any other Party without the prior written approval of the State. Party shall be responsible and liable to the State for all acts or omissions of subcontractors and any other person performing work under this Agreement pursuant to an agreement with Party or any subcontractor.

  • Existing Agreements The Executive represents to the Company that he is not subject or a party to any employment or consulting agreement, non-competition covenant or other agreement, covenant or understanding which might prohibit him from executing this Agreement or limit his ability to fulfill his responsibilities hereunder.

  • Existing Management and Franchise Agreements Seller has furnished to Buyer true and complete copies of the Existing Management Agreement and the Existing Franchise Agreement, which constitutes the entire agreement of the parties thereto with respect to the subject matter thereof and which have not been amended or supplemented in any respect. There are no other management agreements, franchise agreements, license agreements or similar agreements for the operation or management of the Hotel or relating to the Brand, to which Seller is a party or which are binding upon the Property, except for the Existing Management Agreement and the Existing Franchise Agreement. The Improvements comply with, and the Hotel is being operated in accordance with, all requirements of such Existing Management Agreement and the Existing Franchise Agreement and all other requirements of the Existing Manager and the Franchisor, including all “brand standard” requirements of the Existing Manager and the Franchisor. The Existing Management Agreement and the Existing Franchise Agreement are in full force and effect, and shall remain in full force and effect until the termination of the Existing Management Agreement and the Existing Franchise Agreement at Closing, as provided in Article V hereof. No default has occurred and is continuing under the Existing Management Agreement or the Existing Franchise Agreement, and no circumstances exist which, with the giving of notice, the lapse of time or both, would constitute such a default.

  • HHSC Agreements A. To pay the Contractor for services provided under the Contract type specified in Section I of this Contract in amounts and under conditions determined by HHSC as defined in this Contract, the applicable Contractor manual, handbook, policy letter or program rules and standards and in accordance with applicable laws and regulations for all eligible persons receiving such services under Title XIX and or Title XX. B. To pay the Contractor within time limits set by HHSC and in accordance with applicable laws and regulations after a proper claim for payment is submitted and approved for payment in accordance with HHSC's Claims Administrator billing guidelines. C. To adjust payments to the Contractor to compensate for prior overpayment or underpayment. D. To give the Contractor reasonable notice of any impending change in its status as a participating Contractor, except that nothing in this section shall be construed to deny HHSC the right, for failure to comply with this Contract or regulations published in the Texas Register, to terminate this Contract, suspend payments or take any other legal remedy available to HHSC. E. To provide a hearing, in accordance with TAC, Title 1, Part 15, Chapter 357, Subchapter I, or its successor to the Contractor in the event HHSC imposes an adverse action on the Contractor under this Contract. F. To make available to the Contractor the applicable Contractor manual and any changes to that manual that change the requirements for participation. G. That a religious organization that contracts with HHSC does not by contracting with HHSC lose the exemption provided under Section 702 of the Civil Rights Act [42 U.S.C. §2000E-1(a)] regarding employment practices. A religious or charitable organization is eligible to be a Contractor on the same basis as any other private organization. The Contractor retains its independence from state and local governments, including the Contractor's control over the definition, development, practice and expression of its charitable or religious beliefs. Except as provided by federal law, HHSC shall not interpret this Contract to require a charitable or religious organization to alter its form of internal governance or remove religious art, icons, scripture or other symbols. Furthermore, if a religious or charitable organization segregates the government funds provided under this Contract, then only the financial assistance provided by these funds will be subject to audit. However, neither HHSC's selection of a charitable or faith-based Contractor nor the expenditure of funds under this Contract is an endorsement of the Contractor's charitable or religious character, practices or expression. The purpose of this Contract is the provision of community services. No state expenditures have as their objective the funding of sectarian worship, instruction or proselytization, and no state funds shall be expended for these purposes.

  • Labor Agreements The Corporation is not a party to any collective bargaining agreement. Except as set forth in Exhibit J, the Corporation is not bound by any severance pay requirements or agreements, or any other agreement, handbook, manual, or benefit book referring to, relating to, or involving its employees.

  • License Agreements (a) Each Borrower and Guarantor shall (i) promptly and faithfully observe and perform all of the material terms, covenants, conditions and provisions of the material License Agreements to which it is a party to be observed and performed by it, at the times set forth therein, if any, (ii) not do, permit, suffer or refrain from doing anything that could reasonably be expected to result in a default under or breach of any of the terms of any material License Agreement, (iii) not cancel, surrender, modify, amend, waive or release any material License Agreement in any material respect or any term, provision or right of the licensee thereunder in any material respect, or consent to or permit to occur any of the foregoing; except, that, subject to Section 9.19(b) below, such Borrower or Guarantor may cancel, surrender or release any material License Agreement in the ordinary course of the business of such Borrower or Guarantor; provided, that, such Borrower or Guarantor (as the case may be) shall give Agent not less than thirty (30) days prior written notice of its intention to so cancel, surrender and release any such material License Agreement, (iv) give Agent prompt written notice of any material License Agreement entered into by such Borrower or Guarantor after the date hereof, together with a true, correct and complete copy thereof and such other information with respect thereto as Agent may request, (v) give Agent prompt written notice of any material breach of any obligation, or any default, by any party under any material License Agreement, and deliver to Agent (promptly upon the receipt thereof by such Borrower or Guarantor in the case of a notice to such Borrower or Guarantor and concurrently with the sending thereof in the case of a notice from such Borrower or Guarantor) a copy of each notice of default and every other notice and other communication received or delivered by such Borrower or Guarantor in connection with any material License Agreement which relates to the right of such Borrower or Guarantor to continue to use the property subject to such License Agreement, and (vi) furnish to Agent, promptly upon the request of Agent, such information and evidence as Agent may reasonably require from time to time concerning the observance, performance and compliance by such Borrower or Guarantor or the other party or parties thereto with the material terms, covenants or provisions of any material License Agreement. (b) Each Borrower and Guarantor will either exercise any option to renew or extend the term of each material License Agreement to which it is a party in such manner as will cause the term of such material License Agreement to be effectively renewed or extended for the period provided by such option and give prompt written notice thereof to Agent or give Agent prior written notice that such Borrower or Guarantor does not intend to renew or extend the term of any such material License Agreement or that the term thereof shall otherwise be expiring, not less than sixty (60) days prior to the date of any such non-renewal or expiration. In the event of the failure of such Borrower or Guarantor to extend or renew any material License Agreement to which it is a party, Agent shall have, and is hereby granted, the irrevocable right and authority, at its option, to renew or extend the term of such material License Agreement, whether in its own name and behalf, or in the name and behalf of a designee or nominee of Agent or in the name and behalf of such Borrower or Guarantor, as Agent shall determine at any time that an Event of Default shall exist or have occurred and be continuing. Agent may, but shall not be required to, perform any or all of such obligations of such Borrower or Guarantor under any of the License Agreements, including, but not limited to, the payment of any or all sums due from such Borrower or Guarantor thereunder. Any sums so paid by Agent shall constitute part of the Obligations. (c) No Borrower or Guarantor shall assign, sell, mortgage, lease, transfer, pledge, hypothecate, grant a security interest in or lien upon, encumber, grant an exclusive or non-exclusive license relating to any Intellectual Property, or otherwise dispose of any Intellectual Property, in each case without the prior written consent of Agent, except that any Borrower or Guarantor may, after written notice to Agent, grant a non-exclusive license relating to any Intellectual Property to another Borrower or Guarantor in the ordinary course of business.

  • Lease Agreements 13.1 The Customer shall provide FPL a copy of the lease agreement, as applicable, for any and all leased interconnection equipment. 13.2 The Customer shall not enter into any lease agreement that results in the retail purchase of electricity; or the retail sale of electricity from the Customer-owned renewable generation. Notwithstanding this restriction, in the event it is determined by the Florida Public Service Commission that the Customer has entered such an agreement, the Customer shall be in breach of this Interconnection Agreement and the lessor may become subject to the jurisdiction and regulations of the Florida Public Service Commission as a public utility.

  • Local Agreements Disputes arising under signed local agreements, which are supplementary to the Labour Agreement, shall be subject to the grievance procedure contained herein.

  • Client Agreements Supplier will have a direct contract with, or provide its standard Product or Service terms directly to, Client, which will be enforceable solely between Client and Supplier, for all terms related to Client’s receipt and use of Products and Services (each a “Client Agreement”), other than the payment, risk of loss, and delivery terms that are contracted directly with Accenture.

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