Common use of FCC and Copyright Compliance Clause in Contracts

FCC and Copyright Compliance. 3.18.1. Seller is permitted under all applicable FCC rules, regulations and orders to distribute the transmissions (whether television, satellite, radio or otherwise) of video programming or other information that the Seller makes available to customers of the System presently being carried to the customers of and by the System and to utilize all carrier frequencies generated by the operations of the System, and is licensed to operate all the facilities required by law to be licensed, including, without limitation, any business radio and any cable television relay service system, being operated as part of the System. Except as provided in Schedule 3.18, Seller's operation of the System and of any FCC-licensed or registered facility used in conjunction with Seller's operation of the System, is in compliance with the FCC's rules and regulations and the provisions of the Communications Act, except for such noncompliance that would not have a Material Adverse Effect, and all required reports of Seller to the FCC are materially true and correct and have been timely filed. Seller makes no representation or warranty with respect to the effect of the cable television industry-wide dispute concerning music licensing fees. 3.18.2. Seller has deposited with the U.S. Copyright Office all statements of account and other documents and instruments, and paid all royalties, supplemental royalties, fees and other sums to the U.S. Copyright Office under the Copyright Act of 1976, as amended (the "Copyright Act"), with respect to the business and operations of the System as are required to obtain, hold and maintain the compulsory license for cable television systems prescribed in Section 111 of the Copyright Act. The System is in compliance with the Copyright Act and the rules and regulations of the U.S. Copyright Office, except for such noncompliance that would not have a Material Adverse Effect and except as to potential copyright liability arising from the performance, exhibition or carriage of any music on the System. To the knowledge of Seller, there is no inquiry, claim, action or demand pending before the U.S. Copyright Office or from any other party which questions the copyright filings or payments made by Seller with respect to the System. 3.18.3. All necessary FAA approvals have been obtained with respect to the height and location of towers used in connection with the operation of the System and are listed in Schedule 3.4. The towers are being operated in compliance with applicable FCC and FAA rules, except for such noncompliance that would not have a Material Adverse Effect. 3.18.4. Without limiting the generality of the foregoing, except to the extent that the failure to comply with any of the following could not (either individually or in the aggregate) have a Material Adverse Effect and except as set forth in Schedule 3.18 hereto: (i) the Franchise areas have been registered with the FCC; (ii) all of the annual performance tests on the System required under the rules and regulations of the FCC have been performed and the results of such tests demonstrate satisfactory compliance in all material respects; (iii) the System currently meets or exceeds the technical standards set forth in the rules and regulations of the FCC, including, without limitation, the leakage limits contained in 47 C.F.R. Section 76.605(a)(11); (iv) the System is being operated in compliance with the provisions of 47 C.F.R. Sections 76.6 10 through 76.619 (mid-band and super-band signal carriage), including 47 C.F.R. Section 76.611 (compliance with the cumulative signal leakage index); and

FCC and Copyright Compliance. 3.18.13.14.1 Except as provided in Schedule 3.14.1, Seller’s operation of the System is and since January 1, 2006 has been in compliance with the applicable provisions of the Communications Act and the Copyright Act. Seller is not in violation of, and has not received written notice claiming a violation by Seller or the Business of, any Legal Requirements applicable to the System or the Business as it is currently conducted. 3.14.2 Seller is permitted under all applicable Legal Requirements, including the Communications Act and the Copyright Act, to operate the System and to distribute the video programming and other information that it currently makes available to the customers of the System. Seller is permitted under all applicable FCC rulesLegal Requirements, regulations and orders to distribute including the transmissions (whether televisionCommunications Act, satellite, radio or otherwise) of video programming or other information that the Seller makes available to customers of the System presently being carried to the customers of and by the System and to utilize all carrier frequencies generated by the operations operation of the System, and and, where required, is licensed to operate all the facilities required by law applicable Legal Requirements to be licensedlicensed by the FCC. Seller has delivered or made available to Buyer true, includingcorrect and complete copies of all correspondence by Seller with any Governmental Authority relating to rate regulation generally or specific rates charged to subscribers with respect to the System, without limitation, including copies of any business radio and complaints filed with the FCC with respect to any cable television relay service system, being operated as part rates charged to subscribers of the System, and any other documentation supporting an exemption from the rate regulation provisions of the Cable Act claimed by Seller with respect to the System. Schedule 3.14.2 sets forth a list of (a) all pending complaints with respect to any rates which have been filed by Seller with the FCC for the System, (b) any Franchising Authority that has filed FCC Form 328 for certification to regulate any of the rates of the System since January 1, 2006, and (c) any other complaints, formal or informal, which have been filed against Seller, at the FCC. Except as provided set forth in the Franchises, Seller has not received any notice from any Governmental Authority with respect to an intention to enforce customer service standards pursuant to the Cable Act, and Seller has not agreed with any Governmental Authority to establish customer service standards that exceed the FCC standards promulgated pursuant to the Cable Act. Since the 2006/1 cable copyright accounting period, except as set forth on either Schedule 3.183.14.2 or Schedule 3.14.3, no requests or communications have been received by Seller from the FCC, the United States Copyright Office or any other Governmental Authority challenging or questioning the right of Seller's ’s operation of the System and of or any FCC-licensed or registered facility used in conjunction with Seller's ’s operation of the SystemSystem or questioning or challenging the calculation of any fees paid by Seller. 3.14.3 Except as set forth on Schedule 3.14.3, is in compliance with since January 1, 2006, Seller has timely submitted to the FCC's rules and regulations and the provisions of the Communications Act, except for such noncompliance that would not have a Material Adverse Effect, and all required reports of Seller has delivered or made available to the FCC are materially true and Buyer true, correct and have been timely filed. Seller makes no representation or warranty complete copies of, all filings with respect to the effect of System and the Business, including cable television industry-wide dispute concerning music licensing fees. 3.18.2registration statements, current annual reports, employment reports, universal service fund worksheets, traffic and circuit reports, aeronautical frequency usage notices, and current cumulative leakage index reports, that are required under the Communications Act. Seller has deposited delivered or made available to Buyer true, correct and complete copies of all current reports and filings for the reporting periods beginning with the U.S. Copyright Office all statements of account and other documents and instrumentsJanuary 1, and paid all royalties2006, supplemental royalties, fees and other sums that have been made or filed by Seller pursuant to the U.S. Copyright Office under the Copyright Act of 1976, as amended (the "Copyright Act"), with respect to the business and operations of the System as are required to obtain, hold and maintain the compulsory license for cable television systems prescribed in Section 111 of the Copyright Act. The System is in compliance with the Copyright Act and the rules and regulations of the U.S. Copyright Office, except for such noncompliance that would not have a Material Adverse Effect and except as to potential copyright liability arising from the performance, exhibition or carriage of any music on the System. To the knowledge of Seller, there is no inquiry, claim, action or demand pending before the U.S. Copyright Office or from any other party which questions the copyright filings or payments made by Seller with respect to the System, and, regarding those reports and filings to be made or filed by Seller with the U.S. Copyright Office with respect to the System between the date of this Agreement and the Closing, Seller will deliver the same to Buyer promptly after filing. Except as set forth on Schedule 3.14.3, Seller has timely filed all semi-annual statements of account, all of which were accurate and complete when filed, and has correctly calculated and paid all compulsory licensing fees required by the Copyright Act and the rules and regulations of the United States Copyright Office with respect to the System. Since January 1, 2006, the System is and has been in material compliance with signal leakage criteria prescribed by the FCC for each applicable reporting period, is and has been in material compliance with the must-carry and retransmission consent provisions of the Communications Act as well as with all provisions or terms in Seller’s must-carry elections or retransmission consent agreements. Since January 1, 2006, Seller has not received any FCC order requiring the System to carry or terminate carriage of a television broadcast signal, and to Seller’s Knowledge, no television broadcast station has filed a complaint with the FCC claiming that the System carried or refused to carry a television broadcast signal in violation of the rules of any Governmental Authority. 3.18.3. 3.14.4 Seller has made available to Buyer access to or true, accurate and complete copies of: (a) all material correspondence between Seller and the FCC relating to the System and Business; and (b) all material correspondence between Seller and any Governmental Authority relating to rates charged to subscribers to the System. 3.14.5 All necessary FAA United States Federal Aviation Administration approvals have been obtained and all related notifications have been submitted and are effective with respect to the height and location of towers used included in connection the Assets and all FCC antenna structure registrations have been filed with the operation of the System and are listed in Schedule 3.4. The towers are being operated in compliance with applicable FCC and FAA rules, except for respect to such noncompliance that would not have a Material Adverse Effecttowers. 3.18.4. Without limiting the generality of the foregoing, except to the extent that the failure to comply with any of the following could not (either individually or in the aggregate) have a Material Adverse Effect and except 3.14.6 Except as set forth in on Schedule 3.18 hereto: (i) 3.14.6, the Franchise areas have been registered with the FCC; (ii) all notice contemplated by Section 626 of the annual performance tests on Communications Act has been timely filed with respect to all Franchises that expire within thirty months following the date of this Agreement. 3.14.7 Schedule 3.14.7 lists, as of the date hereof, the stations within the System required under that have elected must-carry or retransmission consent status pursuant to the rules and regulations of the FCC have been performed and the results of such tests demonstrate satisfactory compliance in all material respects; (iii) the System currently meets or exceeds the technical standards set forth in the rules and regulations of the FCCCommunications Act. Except as described on Schedule 3.14.7, including, without limitation, the leakage limits contained in 47 C.F.R. Section 76.605(a)(11); (iv) each station carried by the System is being operated in compliance with the provisions carried pursuant to a written retransmission consent agreement, written must-carry election or other written programming agreement, copies of 47 C.F.R. Sections 76.6 10 through 76.619 (mid-band and super-band signal carriage), including 47 C.F.R. Section 76.611 (compliance with the cumulative signal leakage index); andwhich have been delivered to Buyer.

FCC and Copyright Compliance. 3.18.1. Seller is permitted under all applicable FCC rules, regulations and orders to distribute the transmissions (whether television, satellite, radio or otherwise) of video programming or other information that the Seller makes available to customers of the System presently being carried to the customers of and by the System and to utilize all carrier frequencies generated by the operations of the System, and is licensed to operate all the facilities required by law to be licensed, including, without limitation, any business radio and any cable television relay service system, being operated as part of the System. Except as provided in Schedule 3.18, Seller's operation of the System and of any FCC-licensed or registered facility used in conjunction with Seller's operation of the System, System is in compliance with the FCC's rules and regulations and the provisions of the Communications Cable Act, except for such noncompliance that would not have a Material Adverse Effect, and all required reports of Seller to the FCC related to the System are materially true and correct and have been timely filed. Seller makes no representation , except where such noncompliance would not have, individually or warranty with respect to in the effect of the cable television industry-wide dispute concerning music licensing feesaggregate, a Material Adverse Effect. 3.18.2. Seller has deposited with the U.S. Copyright Office all statements of account and other documents and instruments, and paid all royalties, supplemental royalties, fees and other sums to the U.S. Copyright Office under the Copyright Act of 1976, as amended (the "Copyright ActCOPYRIGHT ACT"), with respect to the business and operations of the System as are required to obtain, hold and maintain the compulsory license for cable television systems prescribed in Section 111 of the Copyright Act. The System is are in compliance with the Copyright Act and the rules and regulations of the U.S. Copyright Office, except for such noncompliance that would not not, individually or in the aggregate, have a Material Adverse Effect and except as to potential copyright liability arising from the performance, exhibition or carriage of any music on the System. To Except as provided in Schedule 3.18, to the knowledge Knowledge of Seller, Seller there is no inquiry, claim, action or demand pending before the U.S. Copyright Office or from any other party which questions the copyright filings or payments made by Seller with respect to the System. All music royalty fees payable with respect to the System have been timely paid, and, except as disclosed in Schedule 3.18, Seller has not participated in any industry-wide settlement with BMI, ASCAP, SESAC (or any other music licensing organization) relating to liability for music royalties. 3.18.3. All necessary FAA approvals have been obtained with respect to the height and location of towers used in connection with the operation of the System and are listed in Schedule 3.43.7. The towers are being operated in compliance with applicable FCC and FAA rules, except for such noncompliance that would not not, individually or in the aggregate, have a Material Adverse Effect. 3.18.4. Without limiting The System meets the generality of the foregoing, except to the extent that the failure to comply with any of the following could not (either individually or in the aggregaterequirements under Section 11.11(a) have a Material Adverse Effect and except as set forth in Schedule 3.18 hereto: (i) the Franchise areas have been registered with the FCC; (ii) all of the annual performance tests on the System required under the rules and regulations of the FCC have been performed and the results of such tests demonstrate satisfactory compliance in all material respects; (iii) the System currently meets or exceeds the technical standards set forth in the rules and regulations of the FCC, including, without limitation, 's Rules with respect to broadcast of the leakage limits contained in 47 C.F.R. Section 76.605(a)(11); (iv) the System is being operated in compliance with the provisions of 47 C.F.R. Sections 76.6 10 through 76.619 (mid-band and super-band signal carriage), including 47 C.F.R. Section 76.611 (compliance with the cumulative signal leakage index); andEmergency Alert System.

FCC and Copyright Compliance. 3.18.1. Seller is permitted under all applicable FCC rules, regulations and orders to distribute the transmissions (whether television, satellite, radio or otherwise) of video programming or other information that the Seller makes available to customers of the System presently being carried to the customers of and by the System and to utilize all carrier frequencies generated by the operations of the System, and is licensed to operate all the facilities required by law to be licensed, including, without limitation, any business radio and any cable television relay service system, being operated as part of the System. Except as provided in Schedule 3.18, Seller's operation of the System and of any FCC-licensed or registered facility used in conjunction with Seller's operation of the System, System is in compliance with the FCC's rules and regulations and the provisions of the Communications Cable Act, except for such noncompliance that would not have a Material Adverse Effect, and all required reports of Seller to the FCC related to the System are materially true and correct and have been timely filed. Seller makes no representation , except where such noncompliance would not have, individually or warranty with respect to in the effect of the cable television industry-wide dispute concerning music licensing feesaggregate, a Material Adverse Effect. 3.18.2. Seller has deposited with the U.S. Copyright Office all statements of account and other documents and instruments, and paid all royalties, supplemental royalties, fees and other sums to the U.S. Copyright Office under the Copyright Act of 1976, as amended (the "Copyright ActCOPYRIGHT ACT"), with respect to the business and operations of the System as are required to obtain, hold and maintain the compulsory license for cable television systems prescribed in 14 Section 111 of the Copyright Act. The System is are in compliance with the Copyright Act and the rules and regulations of the U.S. Copyright Office, except for such noncompliance that would not not, individually or in the aggregate, have a Material Adverse Effect and except as to potential copyright liability arising from the performance, exhibition or carriage of any music on the System. To Except as provided in Schedule 3.18, to the knowledge Knowledge of Seller, Seller there is no inquiry, claim, action or demand pending before the U.S. Copyright Office or from any other party which questions the copyright filings or payments made by Seller with respect to the System. All music royalty fees payable with respect to the System have been timely paid, and, except as disclosed in Schedule 3.18, Seller has not participated in any industry-wide settlement with BMI, ASCAP, SESAC (or any other music licensing organization) relating to liability for music royalties. 3.18.3. All necessary FAA approvals have been obtained with respect to the height and location of towers used in connection with the operation of the System and are listed in Schedule 3.43.7. The towers are being operated in compliance with applicable FCC and FAA rules, except for such noncompliance that would not not, individually or in the aggregate, have a Material Adverse Effect. 3.18.4. Without limiting The System meets the generality of the foregoing, except to the extent that the failure to comply with any of the following could not (either individually or in the aggregaterequirements under Section 11.11(a) have a Material Adverse Effect and except as set forth in Schedule 3.18 hereto: (i) the Franchise areas have been registered with the FCC; (ii) all of the annual performance tests on the System required under the rules and regulations of the FCC have been performed and the results of such tests demonstrate satisfactory compliance in all material respects; (iii) the System currently meets or exceeds the technical standards set forth in the rules and regulations of the FCC, including, without limitation, 's Rules with respect to broadcast of the leakage limits contained in 47 C.F.R. Section 76.605(a)(11); (iv) the System is being operated in compliance with the provisions of 47 C.F.R. Sections 76.6 10 through 76.619 (mid-band and super-band signal carriage), including 47 C.F.R. Section 76.611 (compliance with the cumulative signal leakage index); andEmergency Alert System.

FCC and Copyright Compliance. 3.18.13.19.1. Seller is permitted under all applicable FCC rules, regulations and orders to distribute the transmissions (whether television, satellite, radio or otherwise) of video programming or other information that the Seller makes available to customers of the System Systems (the "SIGNALS") presently being carried to the customers of and by the System Systems and to utilize all carrier frequencies generated by the operations of the SystemSystems, and is are licensed to operate all the facilities required by law to be licensed, including, including without limitation, any business radio and any cable television relay service system, being operated as part of the SystemSystems. Except as provided in Schedule 3.18SCHEDULE 3.19, Seller's operation of the System Systems and of any FCC-licensed or registered facility used in conjunction with Seller's operation of the SystemSystems, is in compliance with the FCC's rules and regulations and the provisions of the Communications Cable Act, except for such noncompliance that which would not have a Material Adverse Effect, . All reports required by the FCC to be filed and all fees required reports of Seller to be paid to the FCC for each System for the most recent reporting or filing period for which such reports or payments are due: (i) are materially true and correct correct; and (ii) have been timely filed. Seller makes available to customers of the Systems and third parties all equipment and facilities required under any applicable federal, state and local laws, rules, regulations and ordinances. Seller is covered by Seller's parent company, Xxx Communications, Inc.'s, participation in the industry-wide settlement concerning music licensing fees. Notwithstanding the foregoing, Seller makes no representation or warranty with respect to the effect of the cable television industry-wide dispute concerning music licensing fees. 3.18.23.19.2. Seller has deposited with the U.S. Copyright Office all All statements of account and other documents and instrumentsinstruments for the Systems have been submitted, and paid all royalties, supplemental royalties, fees and other sums for the Systems have been paid in full to the U.S. Copyright Office under the Copyright Act of 1976, as amended (the "Copyright ActCOPYRIGHT ACT"), with respect to the business and operations of the System as are required to obtain, hold and maintain the compulsory license for cable television systems prescribed in Section 111 of the Copyright Act. The System is Systems are in compliance with the Copyright Act and the rules and regulations of the U.S. Copyright Office, except for such noncompliance that which would not have a Material Adverse Effect and except as to potential copyright liability arising from the performance, exhibition or carriage of any music on the SystemSystems. To the knowledge of Seller, there is no inquiry, claim, action or demand pending before the U.S. Copyright Office or from any other party which questions the copyright filings or payments made by Seller with respect to the SystemSystems. 3.18.33.19.3. All necessary FAA approvals have been obtained with respect to the height and location of towers used in connection with the operation of the System Systems and are listed in Schedule SCHEDULE 3.4. The towers are being operated in compliance with applicable FCC and FAA rules, except for such noncompliance that which would not have a Material Adverse Effect. 3.18.43.19.4. Without limiting the generality As of the foregoing, except date of this Agreement and to the extent that actual knowledge of Seller without independent inquiry and except as disclosed on SCHEDULE 3.19: (i) Seller is currently the failure only person providing or intending to comply with provide wireline or wireless cable television services or similar video programming or related services within all or part of the geographic area served by the Systems; and (ii) no person other than Seller has been granted a presently valid cable television franchise or has a pending application for a cable television franchise in any of the following could not (either individually or in geographic areas presently served by the aggregate) have a Material Adverse Effect and except as set forth in Schedule 3.18 hereto: (i) the Franchise areas have been registered with the FCC; (ii) all of the annual performance tests on the System required under the rules and regulations of the FCC have been performed and the results of such tests demonstrate satisfactory compliance in all material respects; (iii) the System currently meets or exceeds the technical standards set forth in the rules and regulations of the FCC, including, without limitation, the leakage limits contained in 47 C.F.R. Section 76.605(a)(11); (iv) the System is being operated in compliance with the provisions of 47 C.F.R. Sections 76.6 10 through 76.619 (mid-band and super-band signal carriage), including 47 C.F.R. Section 76.611 (compliance with the cumulative signal leakage index); andSystems.