Comcast Covenants Sample Clauses

Comcast Covenants. Comcast shall not be permitted in any event to offer or conduct promotional campaigns for the Included Programs offering free buys, including without limitation “two-for-one” promotions (by coupons, rebate or otherwise) without Studio’s prior written consent. Comcast shall not charge any club fees, access fees, monthly service fees or similar fees specifically for access to the Licensed Service containing Included Programs (but not referring to any equipment purchase or rental fee or any high speed data fees (whether on a usage or other basis); provided that such fee or any portion thereof is not creditable against any customer per transaction fees), or offer the Included Programs on a subscription or negative option basis (i.e., a fee arrangement whereby a consumer is charged alone, or in any combination, a service charge, a separate DHE charge or other charge but is entitled to a reduction or series of reductions thereto on a program by program basis if such consumer affirmatively elects not to receive or have available for reception such program) without Studio’s prior written consent.
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Comcast Covenants. 4.9.1 Comcast shall not be permitted in any event to offer or conduct promotional campaigns for the Included Programs offering free buys, including without limitation “two-for-one” promotions (by coupons, rebate or otherwise) without Studio’s prior written consent. Comcast shall not charge any club fees, access fees, monthly service fees or similar fees specifically for access to the Licensed Service containing Included Programs (but not referring to any equipment purchase or rental fee or any high speed data fees (whether on a usage or other basis); provided that such fee or any portion thereof is not creditable against any customer per transaction fees), or offer the Included Programs on a subscription or negative option basis (i.e., a fee arrangement whereby a consumer is charged alone, or in any combination, a service charge, a separate DHE charge or other charge but is entitled to a reduction or series of reductions thereto on a program by program basis if such consumer affirmatively elects not to receive or have available for reception such program) without Studio’s prior written consent. 4.9.2 Studio acknowledges that, although the TOS (as defined below) clearly prohibits any use of Included Programs other than Personal Use, the distribution technology used by Comcast in connection with the Licensed Service is not capable of controlling or detecting whether a Customer’s viewing is “private” or whether a user charges an access fee and, accordingly, any such use that is unknown to and unauthorized by Comcast by a Customer shall not be deemed a breach by Comcast hereunder. If Comcast discovers or is otherwise notified that an Included Program is being exhibited or has been exhibited for other than Personal Use, Comcast shall promptly (i) generally notify Licensor of the nature of such non Personal Use; and
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Comcast Covenants. 44 7.4. No Transfer of Qualified Shares.............................44 7.5. Employees...................................................44 7.6. Leased Vehicles; Other Capital Leases.......................50 7.7. Required Consents; Franchise Renewal........................50 7.8. Title Commitments and Surveys...............................52 7.9. HSR Act Notification........................................52 7.10. Sales and Transfer Taxes....................................53 7.11. Programming.................................................53 7.12.
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Comcast Covenants. Except as AT&T may otherwise consent in writing (which consent shall not be unreasonably withheld), between the date of this Agreement and the Closing, the Comcast Parties: 7.3.1. will promptly, after obtaining Knowledge thereof, notify AT&T of any fact, circumstance, event or action by it or otherwise the existence, occurrence or taking of which would reasonably be expected to result in the condition set forth in Section 8.3.1 not being satisfied on the Closing, and will use its reasonable best efforts to remedy the same to the extent such remedy is within the reasonable control of the Comcast Parties, and to satisfy such condition to AT&T's obligation to consummate the transactions contemplated by this Agreement; and 7.3.2. will use its reasonable best efforts to challenge and contest any Litigation brought against or otherwise involving any Comcast Party that could reasonably be expected to result in the imposition of Legal Requirements that could reasonably be expected to cause the conditions to the Closing not to be satisfied.
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Comcast Covenants 
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Related to Comcast Covenants

  • Operating Covenants From the Execution Date until the Closing or, if earlier, the termination of this Agreement as contemplated hereby, except (t) as required by this Agreement or any other Transaction Document, (u) as required by any lease, Contract, or instrument listed on any Annex, Disclosure Schedule or Schedule, as applicable, (v) as required by any Applicable Law or any Governmental Authority (including by order or directive of the Bankruptcy Court or fiduciary duty of the board of managers of any Seller or its Affiliates) or any requirements or limitations resulting from the Bankruptcy Cases, (w) to the extent related solely to Excluded Assets and/or Excluded Liabilities, (x) for renewal of expiring insurance coverage in the Ordinary Course of Business, (y) for emergency operations or (z) as otherwise consented to in writing by Buyer (which consent shall not be unreasonably withheld, conditioned or delayed): (a) Sellers will: (i) subject to any Bankruptcy Court order to the contrary, operate the Assets in the Ordinary Course of Business; (ii) maintain or cause its Affiliates to maintain the books of account and records relating to the Assets in the usual, regular and ordinary manner, in accordance with its usual accounting practices; (iii) give written notice to Buyer as soon as is practicable of any material damage or casualty to or destruction or condemnation of any Asset of which Sellers have Knowledge; (iv) use reasonable best efforts to maintain insurance coverage on the Assets in the amounts and types described on Disclosure Schedule 3.10; and (v) use commercially reasonable efforts to maintain or cause its Affiliates to maintain all Permits (including Environmental Permits) required for the operation of the Assets as presently conducted; and (b) no Seller shall: (i) sell, lease or otherwise transfer any Asset, or otherwise voluntarily divest or relinquish any right or asset, other than (A) sales or other dispositions of materials, supplies, machinery, equipment, improvements or other personal property or fixtures in the Ordinary Course of Business which have been replaced with an item of substantially equal suitability and (B) dispositions of Excluded Assets; (ii) enter into any material Contract that if entered into prior to the Execution Date would be required to be listed in Disclosure Schedule 3.05(a) other than (A) Contracts of the type described in Section 3.05(a)(iii) and Section 3.05(a)(viii) entered into in the Ordinary Course of Business (provided that Sellers shall use commercially reasonable efforts to notify Buyer of the terms of any such Contract prior to the execution thereof), (B) confidentiality agreements entered into in accordance with the Bid Procedures Order, (C) contracts or agreements entered into in connection with the Bankruptcy Cases (including any in connection with an Alternative Transaction) and (D) Contracts that would not adversely affect the Assets in any material respect; (iii) amend or modify in any material respect or terminate any Purchased Contract (other than termination or expiration in accordance with its terms) or any Permits (including Environmental Permits) required for the operation of the Assets as presently conducted; (iv) change the methods of accounting or accounting practice by Sellers, except as required by concurrent changes in Applicable Law or GAAP as agreed to by its independent public accountants; or (v) to the extent any of the following would reasonably have the effect of increasing the Non-Income Tax liability of Buyer for any period after the Closing Date, (A) make any settlement of or compromise any Non-Income Tax liability with respect to the Assets, (B) change any Non-Income Tax election or Non-Income Tax method of accounting or make any new Non-Income Tax election or adopt any new Non-Income Tax method of accounting with respect to the Assets; (C) surrender any right to claim a refund of Non-Income Taxes with respect to the Assets; or (D) consent to any extension or waiver of the limitation period applicable to any Non-Income Tax claim or assessment with respect to the Assets.

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