Common use of FCC and Copyright Compliance Clause in Contracts

FCC and Copyright Compliance. 6.19.1. The operation of each of the Cox Systems has been, and is, in compliance with the Communications Act and the rules and regulations of the FCC, except for such noncompliance which would not, individually or in the aggregate, have a System Material Adverse Effect and except for Legal Requirements with respect to rates charged to customers as to which the representations set forth in SECTION 6.19.2 shall apply. Cox has made all material filings required to be made with the FCC (including cable television registration statements, annual reports and aeronautical frequency usage notices) and has provided all material notices to customers required under the Communications Act and the FCC's rules and regulations. Cox is and since 1988 has been certified as in compliance with, the FCC's equal employment opportunity rules and the Cox Systems are in material compliance with all signal leakage criteria prescribed by the FCC. With respect to the Cox Systems, Cox has complied in all material respects with the specifications set forth in Part 76, Subpart K of the rules and regulations of the FCC and other provisions of the Communications Act or the rules and regulations of the FCC pertaining to signal leakage, to utility pole make ready and to grounding and bonding of cable television systems (in each case as the same is currently in effect). 6.19.2. Cox has complied in all material respects with the must carry and retransmission consent provisions of the Cable Act and the FCC rules and regulations promulgated thereunder as such provisions relate to the Cox Systems. Except as set forth in SCHEDULE 6.19, no written notices or demands have been received from the FCC, from any television station, or from any other Person, station, Governmental Authority or unit challenging the right of the Cox Systems to carry any signal or deliver the same. Except as set forth on SCHEDULE 6.19, Cox has used commercially reasonable efforts to establish rates charged to customers, effective since September 1, 1993, that would be allowable under rules and regulations promulgated by the FCC under the Cable Act, and any authoritative interpretation thereof, whether or not such rates were subject to regulation by any Governmental Authority, including the local franchising authority and/or the FCC, and such rates as computed under the FCC's rules and regulations are permitted rates except as set forth in SCHEDULE 6.19. Cox has delivered to TCI complete and correct copies of all FCC 393 Forms and FCC 1200 Series Forms provided to local franchising authorities or the FCC with respect to the Cox Systems and copies of all material correspondence with any Governmental Authority relating to rate regulation generally or specific rates charged to customers with respect to the Cox Systems, including, without limitation, copies of any complaints and responses filed with the FCC with respect to any rates charged to customers of the Cox Systems and any other documentation supporting an exemption from the rate regulation provisions of the Cable Act claimed with respect to any of the Cox Systems. Cox makes no representation or warranty with respect to the effect of the cable television industry-wide dispute concerning music licensing fees. Except as set forth in SCHEDULE 6.19, Cox has received no notice from any Governmental Authority with respect to an intention to enforce customer service standards pursuant to the Cable Act with respect to the Cox Systems and Cox has not agreed with any Governmental Authority to establish customer service standards for the Cox Systems that exceed the standards in the Cable Act. Cox has made no Cost of Service Election with respect to any of the Cox Systems. 6.19.3. Cox has deposited on a timely basis 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 Cox Systems as are required to obtain, hold and maintain the compulsory license for cable television systems prescribed in Section 111 of the Copyright Act. Cox and the Cox Systems are in compliance with the Copyright Act and the rules and regulations of the U.S. Copyright Office, except as to potential copyright liability arising from the performance, exhibition or carriage of any music on the Cox Systems, and except for such noncompliance which would not, individually or in the aggregate, have a System Material Adverse Effect. Except as set forth in SCHEDULE 6.19, to the knowledge of Cox, 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 Cox with respect to the Cox Systems. 6.19.4. All necessary FAA approvals have been obtained with respect to the height and location of towers used in connection with the operation of the Cox Systems and are listed in SCHEDULE 6.19. The towers are being operated in compliance in all material respects with applicable FCC and FAA rules. 6.19.5. A valid request for renewal has been timely filed pursuant to Section 626(a) of the Cable Act with the proper Governmental Authority with respect to any Cox Franchise expiring within 30 months of the date of this Agreement.

FCC and Copyright Compliance. 6.19.1. The Except as disclosed in Schedule 6.19, the operation of each of the Cox Systems System has been, and is, in compliance in all material respects with the Communications Act and the rules and regulations of the FCC, except for such noncompliance which would not, individually or in the aggregate, have a System Material Adverse Effect and except for Legal Requirements with respect to rates charged to customers as to which the representations set forth in SECTION 6.19.2 shall apply. Cox has made all material filings required to be made with the FCC (including cable television registration statements, annual reports and aeronautical frequency usage notices) and has provided all material notices to customers required under the Communications Act and the FCC's rules and regulations. Cox is and since 1988 1989 has been certified as in compliance with, the FCC's equal employment opportunity rules and the Cox Systems are System is in compliance in all material compliance respects with all signal leakage criteria prescribed by the FCC. With respect to the Cox Systems, Cox has complied in all material respects with the specifications set forth in Part 76, Subpart K of the rules and regulations of the FCC and other provisions of the Communications Act or the rules and regulations of the FCC pertaining to signal leakage, to utility pole make ready and to grounding and bonding of cable television systems (in each case as the same is currently in effect). 6.19.2. Cox has complied in all material respects with the must carry and retransmission consent provisions of the Cable Act and the FCC rules and regulations promulgated thereunder as such provisions relate to the Cox SystemsSystem. Except as set forth in SCHEDULE Schedule 6.19, no written notices or demands have been received from the FCC, from any television station, or from any other Person, station, Governmental Authority or unit challenging the right of the Cox Systems System to carry any signal or deliver the same. Except as set forth on SCHEDULE 6.19, Cox has used commercially reasonable efforts to establish rates charged to customers, effective since September 1, 1993, customers that would be allowable under rules and regulations promulgated by the FCC under the Cable Act, and any authoritative interpretation thereof, whether or not if such rates were subject to regulation by any Governmental Authority, including the local franchising authority and/or the FCC, and and, to the knowledge of Cox, such rates as computed under the FCC's rules and regulations are permitted rates except as set forth in SCHEDULE Schedule 6.19. Cox has delivered to TCI Insight complete and correct copies of all FCC 393 Forms and FCC 1200 Series Forms provided to local franchising authorities or the FCC with respect to the Cox Systems System and copies of all material correspondence with any Governmental Authority relating to rate regulation generally or specific rates charged to customers with respect to the Cox SystemsSystem, including, without limitation, copies of any complaints and responses filed with the FCC with respect to any rates charged to customers of the Cox Systems and any other documentation supporting an exemption from the rate regulation provisions of the Cable Act claimed with respect to any of the Cox SystemsSystem. Cox makes no representation or warranty with respect to the effect of the cable television industry-wide dispute concerning music licensing fees. Except as set forth in SCHEDULE 6.19, Cox has received no notice from any Governmental Authority with respect to an intention to enforce customer service standards pursuant to the Cable Act with respect to the Cox Systems and Cox has not agreed with any Governmental Authority to establish customer service standards for the Cox Systems that exceed the standards in the Cable Act. Cox has made no Cost of Service Election with respect to any of the Cox Systems. 6.19.3. Cox has deposited on a timely basis 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 Cox Systems System as are required to obtain, hold and maintain the compulsory license for cable television systems prescribed in Section 111 of the Copyright Act. Cox and the Cox Systems System are in compliance in all material respects with the Copyright Act and the rules and regulations of the U.S. Copyright Office, except as to potential copyright liability arising from the performance, exhibition or carriage of any music on the Cox Systems, and except for such noncompliance which would not, individually or in the aggregate, have a System Material Adverse EffectSystem. Except as set forth in SCHEDULE 6.19, to To the knowledge of Cox, 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 Cox with respect to the Cox SystemsSystem. 6.19.4. All necessary FAA approvals have been obtained with respect to the height and location of towers used in connection with the operation of the Cox Systems System and are listed in SCHEDULE Schedule 6.19. The towers are being operated in compliance in all material respects with applicable FCC and FAA rules. 6.19.5. A valid request for renewal has been timely filed pursuant to Section 626(a) of the Cable Act with the proper Governmental Authority with respect to any Cox Franchise expiring within 30 months of after the date of this Agreement.

FCC and Copyright Compliance. 6.19.1. The operation of each of the Cox Systems has beenSeller is duly authorized under ---------------------------- applicable agreements and FCC rules, regulations, and is, in compliance with orders to distribute the Communications Act and the rules and regulations of the FCC, except for such noncompliance which would not, individually or in the aggregate, have a System Material Adverse Effect and except for Legal Requirements with respect to rates charged to customers as to which the representations set forth in SECTION 6.19.2 shall apply. Cox has made all material filings required to be made with the FCC (including cable television registration statements, annual reports and aeronautical frequency usage notices) and has provided all material notices to customers required under the Communications Act and the FCC's rules and regulations. Cox is and since 1988 has been certified as in compliance with, the FCC's equal employment opportunity rules and the Cox Systems are in material compliance with all signal leakage criteria prescribed by the FCC. With respect signals presently being carried to the Cox Systems, Cox has complied in all material respects with the specifications set forth in Part 76, Subpart K of the rules and regulations of the FCC and other provisions of the Communications Act or the rules and regulations of the FCC pertaining to signal leakage, to utility pole make ready and to grounding and bonding of cable television systems (in each case as the same is currently in effect). 6.19.2. Cox has complied in all material respects with the must carry and retransmission consent provisions of the Cable Act and the FCC rules and regulations promulgated thereunder as such provisions relate to the Cox Systems. Except as set forth in SCHEDULE 6.19, no written notices or demands have been received subscribers receiving service from the FCC, from any television station, or from any other Person, station, Governmental Authority or unit challenging the right of the Cox Systems to carry any signal or deliver the sameSystem. Except as set forth on SCHEDULE 6.193.15 the operation of the System is in ------------- material compliance with the FCC's rules and regulations, Cox and Seller has received no notice and has no reason to know of any claimed default or violation with respect to the foregoing; provided, however, that Seller does not make any representations about rates charged to subscribers, other than the representation about rates charged to subscribers set forth below. Seller has used commercially reasonable good faith efforts to establish rates charged to customerssubscribers, effective since September 1, 1993, that would be are or were allowable under rules and regulations promulgated by the FCC under the Cable Act, Act and any authoritative interpretation thereofthereof now or then in effect, whether or not such rates are or were subject to regulation at that date by any Governmental Authority, including the any local franchising authority and/or the FCC, and unless such rates as computed under the FCC's rules and regulations are permitted rates except as set forth in SCHEDULE 6.19. Cox has delivered were not subject to TCI complete and correct copies of all FCC 393 Forms and FCC 1200 Series Forms provided regulation pursuant to local franchising authorities or the FCC with respect to the Cox Systems and copies of all material correspondence with any Governmental Authority relating to a specific exemption from rate regulation generally or specific rates charged to customers with respect to the Cox Systems, including, without limitation, copies of any complaints and responses filed with the FCC with respect to any rates charged to customers of the Cox Systems and any other documentation supporting an exemption from the rate regulation provisions of contained in the Cable Act claimed with respect to any of the Cox Systems. Cox makes no representation or warranty with respect to the effect of the cable television industry-wide dispute concerning music licensing feesAct. Except as set forth in SCHEDULE 6.19above, Cox has received Seller makes no notice from representations or warranties that rates charged to subscribers (a) are allowable under any Governmental Authority with respect to an intention to enforce customer service standards pursuant to the Cable Act with respect to the Cox Systems and Cox has not agreed with any Governmental Authority to establish customer service standards for the Cox Systems that exceed the standards in the Cable Act. Cox has made no Cost of Service Election with respect to any rules or regulations of the Cox Systems. 6.19.3. Cox has deposited on a timely basis 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 FCC or any authoritative interpretation thereof or (b) would be allowable under the Copyright Act of 1976, as amended (the "Copyright Act"), with respect to the business and operations of the Cox Systems as are required to obtain, hold and maintain the compulsory license for cable television systems prescribed in Section 111 of the Copyright Act. Cox and the Cox Systems are in compliance with the Copyright Act and the any rules and regulations of the U.S. FCC or any authoritative interpretation thereof, promulgated after the date of Closing. Seller has made all requisite filings with and payments to the Register of Copyrights and is otherwise in substantial compliance with all applicable rules and regulations of the Copyright Office, except as to potential copyright liability arising from the performance, exhibition or carriage of any music on the Cox Systems, and except for such noncompliance System as to which would not, individually or in the aggregate, have a System Material Adverse Effect. Except as set forth in SCHEDULE 6.19, to the knowledge of Cox, there is Seller makes 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 Cox with respect to the Cox Systemsrepresentation. 6.19.4. All necessary FAA approvals have been obtained with respect to the height and location of towers used in connection with the operation of the Cox Systems and are listed in SCHEDULE 6.19. The towers are being operated in compliance in all material respects with applicable FCC and FAA rules. 6.19.5. A valid request for renewal has been timely filed pursuant to Section 626(a) of the Cable Act with the proper Governmental Authority with respect to any Cox Franchise expiring within 30 months of the date of this Agreement.

FCC and Copyright Compliance. 6.19.15.19.1. The Except as disclosed in Schedule 5.19, the operation of each of the Cox Systems Insight System has been, and is, in compliance in all material respects with the Communications Act and the rules and regulations of the FCC, except for such noncompliance which would not, individually or in the aggregate, have a System Material Adverse Effect and except for Legal Requirements with respect to rates charged to customers as to which the representations set forth in SECTION 6.19.2 shall apply. Cox Insight has made all material filings required to be made with the FCC (including cable television registration statements, annual reports and aeronautical frequency usage notices) and has provided all material notices to customers required under the Communications Act and the FCC's rules and regulations. Cox Insight is and since 1988 1989 has been certified as in compliance with, with the FCC's equal employment opportunity rules and the Cox Systems are Insight System is in compliance in all material compliance respects with all signal leakage criteria prescribed by the FCC. With respect to the Cox Systems, Cox has complied in all material respects with the specifications set forth in Part 76, Subpart K of the rules and regulations of the FCC and other provisions of the Communications Act or the rules and regulations of the FCC pertaining to signal leakage, to utility pole make ready and to grounding and bonding of cable television systems (in each case as the same is currently in effect). 6.19.25.19.2. Cox Insight has complied in all material respects with the must carry and retransmission consent provisions of the Cable Act and the FCC rules and regulations promulgated thereunder as such provisions relate to the Cox SystemsInsight System. Except as set forth in SCHEDULE 6.19Schedule 5.19, no written notices or demands have been received from the FCC, from any television station, or from any other Person, station, Governmental Authority or unit challenging the right of the Cox Systems Insight System to carry any signal or deliver the same. Except as set forth on SCHEDULE 6.19, Cox Insight has used commercially reasonable efforts to establish rates charged to customers, effective since September 1, 1993, customers that would be allowable under rules and regulations promulgated by the FCC under the Cable Act, and any authoritative interpretation thereof, whether or not if such rates were subject to regulation by any Governmental Authority, including the local franchising authority and/or the FCC, and and, to the knowledge of Insight, such rates as computed under the FCC's rules and regulations are permitted rates except as set forth in SCHEDULE 6.19Schedule 5.19. Cox Insight has delivered to TCI Cox complete and correct copies of all FCC 393 Forms and FCC 1200 Series Forms provided to local franchising authorities or the FCC with respect to the Cox Systems Insight System and copies of all material correspondence with any Governmental Authority relating to rate regulation generally or specific rates charged to customers with respect to the Cox SystemsInsight System, including, without limitation, copies of any complaints and responses filed with the FCC with respect to any rates charged to customers of the Cox Systems and any other documentation supporting an exemption from the rate regulation provisions of the Cable Act claimed with respect to any of the Cox SystemsInsight System. Cox Insight makes no representation or warranty with respect to the effect of the cable television industry-wide dispute concerning music licensing fees. Except as set forth in SCHEDULE 6.19, Cox has received no notice from any Governmental Authority with respect to an intention to enforce customer service standards pursuant to the Cable Act with respect to the Cox Systems and Cox has not agreed with any Governmental Authority to establish customer service standards for the Cox Systems that exceed the standards in the Cable Act. Cox has made no Cost of Service Election with respect to any of the Cox Systems. 6.19.35.19.3. Cox Insight has deposited on a timely basis 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 Cox Systems Insight System as are required to obtain, hold and maintain the compulsory license for cable television systems prescribed in Section 111 of the Copyright Act. Cox Insight and the Cox Systems Insight System are in compliance in all material respects with the Copyright Act and the rules and regulations of the U.S. Copyright Office, except as to potential copyright liability arising from the performance, exhibition or carriage of any music on the Cox Systems, and except for such noncompliance which would not, individually or in the aggregate, have a System Material Adverse EffectInsight System. Except as set forth in SCHEDULE 6.19, to To the knowledge of CoxInsight, 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 Cox Insight with respect to the Cox SystemsInsight System. 6.19.45.19.4. All necessary FAA approvals have been obtained with respect to the height and location of towers used in connection with the operation of the Cox Systems Insight System and are listed in SCHEDULE 6.19Schedule 5.19. The towers are being operated in compliance in all material respects with applicable FCC and FAA rules. 6.19.55.19.5. A valid request for renewal has been timely filed pursuant to Section 626(a) of the Cable Act with the proper Governmental Authority with respect to any Cox Insight Franchise expiring within 30 months of after the date of this Agreement.