Common use of FCC and Programming Distribution Matters Clause in Contracts

FCC and Programming Distribution Matters. (a) Schedule 3.04(a) sets forth a true and complete list of the FCC Licenses and the holders thereof, which FCC Licenses constitute all of the FCC Licenses of the Station. The FCC Licenses are in full force and effect and have not been revoked, suspended, canceled, rescinded or terminated, and have not expired. Except as set forth on Schedule 3.04(a), the FCC Licenses (i) have been issued for the full terms customarily issued by the FCC for each class of station and (ii) are not subject to any condition, except for those conditions appearing on the face of the FCC Licenses and conditions generally applicable to each class of station. (b) The Station has been operated in compliance with the Communications Laws and the FCC Licenses in all material respects and has paid or caused to be paid all FCC regulatory fees due in respect of the Station. All material registrations and reports required to have been filed with the FCC relating to the FCC Licenses have been filed and the construction of all facilities or changes contemplated by any of the FCC Licenses or construction Permits issued to modify the FCC Licenses have been completed. There is not pending, nor, to the Knowledge of Seller, threatened, any action by or before the FCC to revoke, suspend, cancel, rescind or materially adversely modify any of the FCC Licenses (other than proceedings to amend FCC rules of general applicability), nor is there issued or outstanding, by or before the FCC, any order to show cause, notice of violation, notice of apparent liability, or order of forfeiture against the Station, or the Seller or any of its Affiliates with respect to the Station that would reasonably be expected to result in any such action. Except as set forth on Schedule 3.04(b) and other than proceedings affecting broadcast stations generally, there are no material applications, petitions, proceedings or other material actions or complaints pending or, to the Knowledge of Seller, threatened before the FCC relating to the Station. Except as set forth on Schedule 3.04(b) and except for tolling agreements that may be entered into pursuant to the Merger Transaction or Section 7.01(b), the Seller has not (i) entered into a tolling agreement or otherwise waived any statute of limitations relating to the Station during which the FCC may assess any fine or forfeiture or take any other action or (ii) agreed to any extension of time with respect to any FCC investigation or proceeding. (c) Except as set forth on Schedule 3.04(c), the Seller is qualified under the Communications Laws to transfer, or cause to be transferred, the FCC Licenses to Buyer. Except as set forth on Schedule 3.04(c), to the Knowledge of Seller, there are no facts or circumstances relating to the Station or the Seller that would reasonably be expected to (i) result in the FCC’s refusal to grant the FCC Consent, (ii) materially delay the receipt of the FCC Consent. The Seller has no reason to believe that the FCC Applications might be challenged or might not be granted by the FCC in the ordinary course due to any fact or circumstance relating to the Seller, the Business or the FCC Licenses. (d) The Seller is not, with respect to the Station, a party to any local marketing agreement, time brokerage agreement, joint sales agreement or other similar agreement (collectively, a “Sharing Agreement”). (e) Schedule 3.04(e) contains, as of the date hereof, (i) a list of all retransmission consent agreements or any other carriage agreement, with multi-channel video programming distributors, including cable systems, telephone companies and direct broadcast satellite systems (together, “MVPDs”) with more than 10,000 subscribers with respect to the Station, and (ii) a list of the MVPDs that, to the Knowledge of Seller, carry the Station and have more than 10,000 subscribers with respect to the Station outside the Station’s Market. Seller is a party to retransmission consent agreements with respect to each MVPD with more than 10,000 subscribers in the Station’s Market. To the Knowledge of Seller, since October 1, 2011 and until the date hereof, except as set forth on Schedule 3.04(e), (x) no headend with more than 10,000 subscribers covered by an MVPD in the Station’s Market has provided written notice to the Seller of any material signal quality issue or has failed to respond to a request for carriage or, to the Knowledge of Seller, sought any form of relief from carriage of the Station from the FCC and (y) the Seller has not received any written notice from any MVPD with more than 5,000 subscribers in the Station’s Market of such MVPD’s intention to delete the Station from carriage or to change the Station’s channel position.

FCC and Programming Distribution Matters. (a) Schedule 3.04(a) sets forth a true and complete list of the FCC Licenses and the holders thereof, which FCC Licenses constitute all of the FCC Licenses of the StationStations. The FCC Licenses are in full force and effect and have not been revoked, suspended, canceled, rescinded or terminated, and have not expired. Except as set forth on Schedule 3.04(a), the FCC Licenses (i) have been issued for the full terms customarily issued by the FCC for each class of station and (ii) are not subject to any condition, except for those conditions appearing on the face of the FCC Licenses and conditions generally applicable to each class of station. (b) The Station Each of the Stations has been operated in compliance with the Communications Laws and the FCC Licenses in all material respects and has paid or caused to be paid all FCC regulatory fees due in respect of the StationStations. All material registrations and reports required to have been filed with the FCC relating to the FCC Licenses have been filed and the construction of all facilities or changes contemplated by any of the FCC Licenses or construction Permits issued to modify the FCC Licenses have been completed. There is not pending, nor, to the Knowledge of Seller, threatened, any action by or before the FCC to revoke, suspend, cancel, rescind or materially adversely modify any of the FCC Licenses (other than proceedings to amend FCC rules of general applicability), nor is there issued or outstanding, by or before the FCC, any order to show cause, notice of violation, notice of apparent liability, or order of forfeiture against either or both of the StationStations, or the Seller Seller, the LIN Companies or any of its their respective Affiliates with respect to the Station Stations that would reasonably be expected to result in any such action. Except as set forth on Schedule 3.04(b) and other than proceedings affecting broadcast stations generally, there are no material applications, petitions, proceedings or other material actions or complaints pending or, to the Knowledge of Seller, threatened before the FCC relating to either or both of the StationStations. Except as set forth on Schedule 3.04(b) and except for tolling agreements that may be entered into pursuant to the Merger Transaction or Section 7.01(b), neither the Seller nor the LIN Companies has not (i) entered into a tolling agreement or otherwise waived any statute of limitations relating to either or both of the Station Stations during which the FCC may assess any fine or forfeiture or take any other action or (ii) agreed to any extension of time with respect to any FCC investigation or proceeding. (c) Except as set forth on Schedule 3.04(c), immediately following the Merger Closing, the Seller is will be qualified under the Communications Laws to transfer, or cause to be transferred, the FCC Licenses to Buyer. Except as set forth on Schedule 3.04(c), to the Knowledge of Seller, there are no facts or circumstances relating to either or both of the Station Stations, the LIN Companies or the Seller that would reasonably be expected to (i) result in the FCC’s refusal to grant the FCC Consent, (ii) materially delay the receipt of the FCC Consent. The Seller has no reason to believe that the FCC Applications might be challenged or might not be granted by the FCC in the ordinary course due to any fact or circumstance relating to the Seller, the LIN Companies, the Business or the FCC LicensesXXX Xxxxxxxx. (dx) The Xxxx of the Seller is notor the LIN Companies is, with respect to either or both of the StationStations, a party to any local marketing agreement, time brokerage agreement, joint sales agreement or other similar agreement (collectively, a “Sharing Agreement”). (e) Schedule 3.04(e) contains, as of the date hereof, (i) a list of all retransmission consent agreements or any other carriage agreement, with multi-channel video programming distributors, including cable systems, telephone companies and direct broadcast satellite systems (together, “MVPDs”) with more than 10,000 subscribers with respect to the StationStations, and (ii) a list of the MVPDs that, to the Knowledge of Seller, carry either of the Station Stations and have more than 10,000 subscribers with respect to the each such Station outside the such Station’s Market. Seller is a The LIN Companies are party to retransmission consent agreements with respect to each MVPD with more than 10,000 subscribers in the either Station’s Market. To the Knowledge of Seller, since October 1, 2011 and until the date hereof, except as set forth on Schedule 3.04(e), (x) no headend with more than 10,000 subscribers covered by an MVPD in the Station’s Stations’ Market has provided written notice to the Seller or the LIN Companies of any material signal quality issue or has failed to respond to a request for carriage or, to the Knowledge of Seller, sought any form of relief from carriage of the either Station from the FCC and (y) neither the Seller nor the LIN Companies has not received any written notice from any MVPD with more than 5,000 subscribers in the Station’s Stations’ Market of such MVPD’s intention to delete either or both of the Station Stations from carriage or to change either or both of the Station’s Stations’ channel position.

FCC and Programming Distribution Matters. (a) Schedule Section 3.04(a) of the Disclosure Schedules sets forth a true correct and complete list of (x) the FCC Licenses and the holders thereof, which FCC Licenses constitute all of the FCC Licenses of the StationStations and (y) any Station that is a low power television or translator station that as a result of the Repack is subject to displacement or discontinued operations on its existing channels prior to the Closing. The Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the FCC Licenses are in full force and effect and have not been revoked, suspended, canceled, rescinded or terminated, and have not expired. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and except as set forth on Schedule Section 3.04(a)) of the Disclosure Schedules, the FCC Licenses (i) have been issued for the full terms customarily issued by the FCC for each class of station station, which expire as indicated on Section 3.04(a) of the Disclosure Schedules and (ii) are not subject to any condition, except for those conditions appearing on the face of the FCC Licenses and conditions generally applicable to each class of station. (b) The Station Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and except as set forth on Section 3.04(b) of the Disclosure Schedules, (i) each of the Stations are operated, and since December 1, 2015, have been operated in compliance with the Communications Laws Act and the FCC Licenses in Rules and the applicable FCC Licenses, (ii) all material respects and has paid or caused to be paid all FCC regulatory fees due in respect of the Station. All material registrations and reports required to have been filed with the FCC relating to the FCC Licenses have been filed (which registrations and reports were accurate in all material respects as of the time such registrations and reports were filed), (iii) all FCC regulatory fees due in respect of each Station have been paid, (iv) the construction of all facilities or changes contemplated by any of the FCC Licenses or construction Permits permits issued to modify the FCC Licenses have been completedcompleted to the extent required to be completed as of the date hereof, (v) there are no material applications, petitions, Proceedings or other actions or complaints pending or, to the Knowledge of the Selling Parties, threatened, before the FCC relating to any Station and (vi) neither Xxxxxxxx, Tribune, nor any of their respective Affiliates has (x) entered into a tolling agreement or otherwise waived any statute of limitations relating to the Stations during which the FCC may assess any fine or forfeiture or take any other action or (y) agreed to any extension of time with respect to any FCC investigation or Proceeding relating to the Stations. There is not pending, nor, to the Knowledge of Sellerthe Selling Parties, threatened, any action by or before the FCC to revoke, suspend, cancel, rescind or materially adversely modify any of the FCC Licenses for main station television broadcast facilities (other than proceedings to amend FCC rules Rules of general applicability), nor is there issued or outstanding, by or before the FCC, any order to show cause, notice of violation, notice of apparent liability, or order of forfeiture against the any Station, or the Seller Xxxxxxxx, Tribune or any of its their respective Affiliates with respect to the Station Stations that would reasonably be expected to result in any such action. Except as set forth on Schedule 3.04(b) and other than proceedings affecting broadcast stations generally, there are no material applications, petitions, proceedings or other material actions or complaints pending or, to the Knowledge of Seller, threatened before the FCC relating to the Station. Except as set forth on Schedule 3.04(b) and except for tolling agreements that may be entered into pursuant to the Merger Transaction or Section 7.01(b), the Seller has not (i) entered into a tolling agreement or otherwise waived any statute of limitations relating to the Station during which the FCC may assess any fine or forfeiture or take any other action or (ii) agreed to any extension of time with respect to any FCC investigation or proceeding. (c) Except as set forth on Schedule Section 3.04(c)) of the Disclosure Schedules, the Seller is Xxxxxxxx, Tribune or their respective Affiliates are qualified under the Communications Laws to transfer, or cause to be transferred, the FCC Licenses to Buyer. Except To the Knowledge of the Selling Parties, and except as set forth on Schedule Section 3.04(c), to ) of the Knowledge of SellerDisclosure Schedules, there are no facts or circumstances relating to any of the Station or the Seller Stations that would reasonably be expected to (i) result in the FCC’s refusal to grant the FCC Consent, Consent or (ii) materially delay the receipt of the FCC Consent. The Seller has To the Knowledge of the Selling Parties, and except as set forth on Section 3.04(c) of the Disclosure Schedules, there is no reason reasonable cause to believe expect that the FCC Applications might Application would be challenged or might not be granted by the FCC in the ordinary course due to any fact or circumstance relating to the SellerXxxxxxxx, Tribune, the Business or the FCC Licenses. Neither the entry of Xxxxxxxx or Tribune into this Agreement nor the consummation of the transactions contemplated hereby will require any grant or renewal of any waiver granted by the FCC applicable to Xxxxxxxx, Tribune or any of the Stations, individually or taken together. (d) The Seller is notExcept as set forth on Section 3.04(d) of the Disclosure Schedules, none of Xxxxxxxx, Tribune or their respective Affiliates, is, with respect to any of the StationStations to which the Purchased Assets pertain, a party to (i) any local marketing agreement, time brokerage agreement, joint sales agreement agreement, shared services or other similar agreement (collectively, a “Sharing Agreement”)) or (ii) any Channel Sharing Agreement. (e) The Towers owned by Xxxxxxxx, Tribune or the Station Subsidiaries, are registered to the extent required by Law and all such Towers have been constructed, and are operated and maintained, in compliance in all material respects with the FCC Licenses and all applicable Laws, including the Communications Act, FCC Rules, and those rules and requirements promulgated by the FAA except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each Station is operating at the effective radiated power authorized under the FCC Licenses within the tolerance permitted by FCC Rules. To the Knowledge of the Selling Parties, no Station causes or receives any material interference that is in violation of the Communications Act, FCC Rules or any other applicable Laws. (f) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and except as set forth on Section 3.04(f) of the Disclosure Schedules and without limiting the generality of Section 3.04(b) above, each of Xxxxxxxx, Tribune or their respective Affiliates, as applicable, has: (i) timely applied for, and obtained, construction permits from the FCC to move the Repacked Stations to the new channels specified in the Repack Public Notice; (ii) timely filed in respect of each Repacked Station an FCC Form 2100, Schedule 3.04(e399 specifying the estimated reimbursable relocation costs associated with the channel change of such Repacked Station; (iii) established one or more bank accounts into which cost reimbursements resulting from the Repack will be deposited prior to the Closing; (iv) timely filed all transition progress reports required by the FCC in connection with the Repack of the Repacked Stations; and (v) made available to Buyer accurate and complete copies of all the filings referenced in the foregoing clauses (i), (ii), (iii), and (iv). (g) Section 3.04(g) of the Disclosure Schedules contains, as of the date hereof, (ix) a list of all Station retransmission consent agreements or any other carriage agreement, with multi-channel video programming distributors, including cable systems, telephone companies and direct broadcast satellite systems (together, “MVPDs”) with more than 10,000 subscribers with respect to the Station, MVPDs and (iiy) a list of all of the MVPDs that, to the Knowledge of Sellerthe Selling Parties, carry any of the Station and have more than 10,000 subscribers with respect to the Station Stations outside the such Station’s Market. Seller is a party Each of Xxxxxxxx and its Affiliates and Tribune and its Affiliates, as the case may be, have timely made retransmission consent elections with respect to each applicable Station and have entered into retransmission consent agreements with respect to each MVPD with more than 10,000 subscribers in the Station’s each Market. To Except as set forth on Section 3.04(g) of the Knowledge of SellerDisclosure Schedules, since October December 1, 2011 2015 and until the date hereof, except as set forth on Schedule 3.04(e), (xi) no headend with more than 10,000 subscribers covered by an such MVPD in the Station’s Market has provided written notice to the Seller Xxxxxxxx, Tribune or their respective Affiliates of any material signal quality issue or has failed to respond to a request for carriage or, to the Knowledge of Sellerthe Selling Parties, sought any form of relief from carriage of the a Station from the FCC and FCC, (yii) the Seller none of Xxxxxxxx, Tribune or their respective Affiliates has not received any written notice from any such MVPD with more than 5,000 subscribers in the Station’s Market of such MVPD’s intention to delete the a Station from carriage or to change the such Station’s channel positionposition and (iii) none of Xxxxxxxx, Tribune or their respective Affiliates has received written notice of a petition seeking FCC modification of the Market in which a Station is located.

FCC and Programming Distribution Matters. (a) Schedule 3.04(a) sets forth a true and complete list of the FCC Licenses and the holders thereof, which FCC Licenses constitute all of the FCC Licenses of the Station. The FCC Licenses are in full force and effect and have not been revoked, suspended, canceled, rescinded or terminated, and have not expired. Except as set forth on Schedule 3.04(a), the FCC Licenses (i) have been issued for the full terms customarily issued by the FCC for each class of station and (ii) are not subject to any condition, except for those conditions appearing on the face of the FCC Licenses and conditions generally applicable to each class of station. (b) The Station has been operated in compliance with the Communications Laws and the FCC Licenses in all material respects and has paid or caused to be paid all FCC regulatory fees due in respect of the Station. All material registrations and reports required to have been filed with the FCC relating to the FCC Licenses have been filed and the construction of all facilities or changes contemplated by any of the FCC Licenses or construction Permits issued to modify the FCC Licenses have been completed. There is not pending, nor, to the Knowledge of Seller, threatened, any action by or before the FCC to revoke, suspend, cancel, rescind or materially adversely modify any of the FCC Licenses (other than proceedings to amend FCC rules of general applicability), nor is there issued or outstanding, by or before the FCC, any order to show cause, notice of violation, notice of apparent liability, or order of forfeiture against the Station, or WTGS TV, the Seller Seller, the LIN Companies or any of its their respective Affiliates with respect to the Station that would reasonably be expected to result in any such action. Except as set forth on Schedule 3.04(b) and other than proceedings affecting broadcast stations generally, there are no material applications, petitions, proceedings or other material actions or complaints pending or, to the Knowledge of Seller, threatened before the FCC relating to the Station. Except as set forth on Schedule 3.04(b) and except for tolling agreements that may be entered into pursuant to the Merger Transaction or Section 7.01(b), neither WTGS TV, the Seller nor the LIN Companies has not (i) entered into a tolling agreement or otherwise waived any statute of limitations relating to the Station during which the FCC may assess any fine or forfeiture or take any other action or (ii) agreed to any extension of time with respect to any FCC investigation or proceeding. (c) Except as set forth on Schedule 3.04(c), the Seller WTGS TV is qualified under the Communications Laws to transfer, or cause to be transferred, the FCC Licenses to Buyer. Except as set forth on Schedule 3.04(c), to the Knowledge of Seller, there are no facts or circumstances relating to the Station Station, WTGS TV, the LIN Companies or the Seller that would reasonably be expected to (i) result in the FCC’s refusal to grant the FCC Consent, (ii) materially delay the receipt of the FCC Consent. The Seller has no reason to believe that the FCC Applications might be challenged or might not be granted by the FCC in the ordinary course due to any fact or circumstance relating to the Seller, the LIN Companies, the Business or the FCC Licenses. (d) The Except as set forth on Schedule 3.04(d), none of Xxxxxxx, WTGS TV, the Seller is notor the LIN Companies is, with respect to the Station, a party to any local marketing agreement, time brokerage agreement, joint sales agreement or other similar agreement (collectively, a “Sharing Agreement”). (e) Schedule 3.04(e) contains, as of the date hereof, (i) a list of all retransmission consent agreements or any other carriage agreement, with multi-channel video programming distributors, including cable systems, telephone companies and direct broadcast satellite systems (together, “MVPDs”) with more than 10,000 subscribers with respect to the Station, and (ii) a list of the MVPDs that, to the Knowledge of Seller, carry the Station and have more than 10,000 subscribers with respect to the Station outside the Station’s Market. Seller is a party The LIN Companies or affiliates of Xxxxxxx are parties to retransmission consent agreements with respect to each MVPD with more than 10,000 subscribers in the Station’s Market. To the Knowledge of Seller, since October 1, 2011 and until the date hereof, except as set forth on Schedule 3.04(e), (x) no headend with more than 10,000 subscribers covered by an MVPD in the Station’s Market has provided written notice to the Seller or the LIN Companies of any material signal quality issue or has failed to respond to a request for carriage or, to the Knowledge of Seller, sought any form of relief from carriage of the Station from the FCC and (y) neither the Seller nor the LIN Companies has not received any written notice from any MVPD with more than 5,000 subscribers in the Station’s Market of such MVPD’s intention to delete the Station from carriage or to change the Station’s channel position.

FCC and Programming Distribution Matters. (a) Schedule 3.04(a3.4(a) sets forth a true and complete list of the FCC Licenses and the holders thereofthereof and any Antenna Structure Registration associated with an FCC License for a Station, which digital Class A television station, digital low power television station and digital television translator station. (i) The FCC Licenses constitute include all of the material FCC Licenses authorizations that the Acquired Companies are required by the FCC to hold for the operation of the Station. Stations as currently operated. (ii) The FCC Licenses are in full force and effect in accordance with their respective terms and have not been revoked, suspended, canceled, rescinded or terminated, and have not expired. Except as set forth on Schedule 3.04(a3.4(a)(ii), the FCC Licenses (iA) have been issued for the full terms customarily issued by the FCC for each the respective type and class of station each such FCC License and (iiB) are not subject to any conditionadverse condition outside the ordinary course, except for those conditions appearing on the face of the FCC Licenses and conditions generally applicable to each the type and class of each of such FCC Licenses. (iii) An Antenna Structure Registration is on file with the FCC for each FCC License for a Station, Class A television station, digital low power television station and digital television translator station for which such registration is required under the Communications Laws, and the coordinates listed on each such Antenna Structure Registration are consistent with its associated FCC License in accordance with the Communications Laws. (b) The Station has been Except as set forth in Schedule 3.4(b), (i) the Acquired Companies have operated each of the Stations in compliance in all material respects with the Communications Laws and the FCC Licenses in all material respects and has have paid or caused to be paid all FCC regulatory fees due in respect to each of the Station. All FCC Licenses and (ii) all material registrations and reports required to have been filed with the FCC relating to the FCC Licenses have been filed filed. Except as set forth on Schedule 3.4(b) and, except for random selection for EEO audit or complaints and the construction of all facilities or changes contemplated by any of other matters pending at the FCC Licenses or construction Permits issued as to modify the FCC Licenses have which no notice has been completed. There given to an Acquired Company, there is not pending, nor, to the Knowledge of Seller’s knowledge, threatened, any action Action by or before the FCC to revoke, suspend, cancel, rescind or materially adversely modify any of the FCC Station Licenses (other than proceedings to amend FCC rules of general applicabilityapplicability to commercial full-power, low power television, television translator, and Class A television broadcast stations), nor is there issued or outstanding, by or before the FCC, any order to show cause, notice of violation, notice of apparent liability, or order of forfeiture against the Station, Station Licenses or the Seller or any of its Affiliates Acquired Companies with respect to the Station Licenses that would reasonably be expected to result in any such action. Except as set forth on Schedule 3.04(b3.4(b) and other than except for proceedings affecting affecting, respectively, commercial full-power, low power television, television translator, or Class A television broadcast stations generallygenerally and random selection for EEO audit or complaints and other matters pending at the FCC as to which no notice has been given to an Acquired Company, there are no material applications, petitions, proceedings or other material actions Actions or complaints pending or, to the Knowledge of Seller’s knowledge, threatened before the FCC relating to the Station. Except as set forth on Schedule 3.04(b) and except for tolling agreements that may be entered into pursuant to the Merger Transaction or Section 7.01(b), the Seller has not (i) entered into a tolling agreement or otherwise waived any statute of limitations relating to against the Station during which the FCC may assess any fine or forfeiture or take any other action or (ii) agreed to any extension of time with respect to any FCC investigation or proceedingLicenses. (c) Neither Seller nor any Acquired Company is required to obtain a waiver of or exemption from any provision of the Communications Laws, with respect to Seller or any Acquired Company for the FCC Consent to be obtained. (d) Except as set forth on Schedule 3.04(c3.4(d), the Seller is qualified under the Communications Laws to transfer, or cause to be transferred, the FCC Licenses to Buyer. Except as set forth on Schedule 3.04(c), to the Knowledge of Seller, there are no facts or circumstances relating to the Station or the Seller that would reasonably be expected to (i) result in the FCC’s refusal to grant the FCC Consent, (ii) materially delay the receipt none of the FCC Consent. The Seller has no reason to believe that the FCC Applications might be challenged or might not be granted by the FCC in the ordinary course due to any fact or circumstance relating to the Seller, the Business or the FCC Licenses. (d) The Seller Acquired Companies is not, with respect to the Station, a party to any outstanding local marketing agreement, time brokerage agreement, joint sales agreement or other similar agreement (collectively, a “Sharing Agreement”). Schedule 3.4(a) separately identifies each Sharing Agreement Station License. Except as may be set forth on Schedule 3.4(a) or 3.4(d), (i) the list of Sharing Agreement Station Licenses in Schedule 3.4(a) includes all of the material licenses and permits required by the FCC for operation of the Sharing Agreement Station as currently operated, (ii) the representations in Section 3.4(a)(ii) in respect of the FCC Licenses are likewise true and correct in respect of the Sharing Agreement Station Licenses and (iii) except for random selection for EEO audit or complaints and other matters pending at the FCC as to which no notice has been given to an Acquired Company, there is not pending, nor, to Seller’s knowledge, threatened, any Action by or before the FCC to revoke, suspend, cancel, rescind or adversely modify the Sharing Agreement Station Licenses (other than proceedings to amend FCC rules of general applicability to commercial full-power stations and proceedings affecting those stations generally). (e) Schedule 3.04(e3.4(e) contains, as of the date hereof, contains (i) a list of all retransmission consent agreements or any other carriage agreement, agreement with multi-channel video programming distributors, including cable systems, telephone companies and direct broadcast satellite systems (together, “MVPDs”) ), with more than 10,000 subscribers with respect to within the Market of any Station, and (ii) a list of the MVPDs that, to the Knowledge of Seller’s knowledge, carry the any Station and have more than 10,000 subscribers with respect to the each such Station outside the such Station’s Market. Seller is or an Acquired Company (i) has entered into a party to retransmission consent agreements agreement or other carriage agreement with respect to each MVPD with more than 10,000 subscribers within the Market for any such Station and (ii) has made a timely election for retransmission consent, pursuant to FCC rules, for the current must-carry/retransmission consent election cycle for each Station with respect to each MVPD with more than 10,000 subscribers in the such Station’s Market. To Seller’s knowledge, no market modification proceeding is pending at the Knowledge of Seller, since October FCC with respect to any Station. Since January 1, 2011 and until the date hereof2018, except as set forth on Schedule 3.04(e3.4(e), (x) no headend with more than 10,000 subscribers covered by an MVPD in the Station’s any Market of any Station has provided written notice to the Seller or to any Acquired Company of any material signal quality issue or has failed to respond to a request for carriage or, to the Knowledge of Seller’s knowledge, has sought any form of relief from carriage of the a Station from the FCC and (y) the neither Seller nor any Acquired Company has not received any written notice (1) from any MVPD with more than 5,000 10,000 subscribers in the Station’s Market of a Station of such MVPD’s intention to delete the such Station from carriage or to change the such Station’s channel positionposition or (2) of a petition seeking FCC modification of any Station’s Market.

FCC and Programming Distribution Matters. (a) Schedule 3.04(a3.4(a) sets forth a true and complete list of the FCC Licenses and the holders thereof, which FCC Licenses constitute all of the FCC Licenses of the StationBroadcast Stations. The FCC Licenses are in full force and effect and have not been revoked, suspended, canceled, rescinded or terminated, and have not expired. Except as set forth on Schedule 3.04(a3.4(a), the FCC Licenses (i) have been issued for the full terms customarily issued by the FCC for each class of station Broadcast Station and (ii) are not subject to any condition, except for those conditions appearing on the face of the FCC Licenses and conditions generally applicable to each class of stationBroadcast Station. (b) The Acquired Companies have operated each Broadcast Station has been operated in compliance with the Communications Laws and the FCC Licenses in all material respects and has have paid or caused to be paid all FCC regulatory fees due in respect of the to each Broadcast Station. All material registrations and reports required to have been filed with the FCC relating to the FCC Licenses have been filed and the Acquired Companies have completed or caused to be completed the construction of all facilities or changes contemplated by any of the FCC Licenses or construction Permits issued to modify the FCC Licenses have been completedLicenses. There is not pending, nor, to the Knowledge of SellerSellers’ knowledge, threatened, any action by or before the FCC to revoke, suspend, cancel, rescind or materially adversely modify any of the FCC Licenses (other than proceedings to amend FCC rules of general applicability), nor is there issued or outstanding, by or before the FCC, any order to show cause, notice of violation, notice of apparent liability, or order of forfeiture against the Station, Broadcast Stations or the Seller or any of its Affiliates Acquired Companies with respect to the Station Broadcast Stations that would reasonably be expected to result in any such action. Except as set forth on Schedule 3.04(b3.4(b) and other than proceedings affecting broadcast stations generally, there are no material applications, petitions, proceedings or other material actions or complaints pending or, to the Knowledge of SellerSellers’ knowledge, threatened before the FCC relating to the StationBroadcast Stations. Except as set forth on Schedule 3.04(b3.4(b) and except for tolling agreements that may be entered into pursuant to the Merger Transaction or Section 7.01(b2.7(c), none of the Seller Acquired Companies nor any of the Broadcast Stations has not (i) entered into a tolling agreement or otherwise waived any statute of limitations relating to the Station Broadcast Stations during which the FCC may assess any fine or forfeiture or take any other action or (ii) agreed to any extension of time with respect to any FCC investigation or proceeding. (c) Except as set forth on Schedule 3.04(c), the Seller is Sellers are qualified under the Communications Laws to transfer, or cause to be transferred, transfer control of the FCC Licenses to Buyer. Except as set forth on Schedule 3.04(c), to the Knowledge of SellerTo Sellers’ knowledge, there are no facts or circumstances relating to the Station Broadcast Stations, Sellers or the Seller Acquired Companies that would reasonably be expected to (i) result in the FCC’s refusal to grant the FCC Consent, (ii) materially delay the receipt of the FCC Consent. The Seller has Sellers have no reason to believe that the FCC Applications might be challenged or might not be granted by the FCC in the ordinary course due to any fact or circumstance relating to the SellerSellers, the Acquired Companies, the Business or the FCC Licenses. (d) The Seller None of the Acquired Companies is not, with respect to the Station, a party to any local marketing agreement, time brokerage agreement, joint sales agreement or other similar agreement (collectively, a “Sharing Agreement”). (e) Schedule 3.04(e3.4(e) contains, as of the date hereof, (i) a list of all retransmission consent agreements or or, with respect to the NewsChannel, any other carriage agreement, with multi-channel video programming distributors, including cable systems, telephone companies and direct broadcast satellite systems (together, “MVPDs”) with more than 10,000 subscribers with respect to the each Station, and (ii) a list of the MVPDs that, to the Knowledge of SellerSellers’ knowledge, carry the any Station and have more than 10,000 subscribers with respect to the each such Station outside the such Station’s Market. Seller is a party to The Acquired Companies have entered into retransmission consent agreements or, with respect to the NewsChannel, other carriage agreements, with respect to each MVPD with more than 10,000 subscribers in any of the Station’s MarketStations’ Markets. To the Knowledge of Seller, since Since October 1, 2011 and until the date hereof, except as set forth on Schedule 3.04(e3.4(e), (x) no headend with more than 10,000 subscribers covered by an MVPD in any of the Station’s Market Stations’ Markets has provided written notice to the Seller Sellers or any Acquired Company of any material signal quality issue or has failed to respond to a request for carriage or, to the Knowledge of SellerSellers’ knowledge, sought any form of relief from carriage of the a Station from the FCC and (y) the Seller neither Sellers nor any Acquired Company has not received any written notice from any MVPD with more than 5,000 subscribers in any of the Station’s Market Markets of such MVPD’s intention to delete the a Station from carriage or to change the a Station’s channel position.

FCC and Programming Distribution Matters. (a) Schedule 3.04(a) sets forth a true and complete list of the FCC Licenses and the holders thereof, which FCC Licenses constitute all of the FCC Licenses of the Station. The FCC Licenses are in full force and effect and have not been revoked, suspended, canceled, rescinded or terminated, and have not expired. Except as set forth on Schedule 3.04(a), the FCC Licenses (i) have been issued for the full terms customarily issued by the FCC for each class of station and (ii) are not subject to any condition, except for those conditions appearing on the face of the FCC Licenses and conditions generally applicable to each class of station. (b) The Station has been operated in compliance with the Communications Laws and the FCC Licenses in all material respects and has have paid or caused to be paid all FCC regulatory fees due in respect of the Station. All material registrations and reports required to have been filed with the FCC relating to the FCC Licenses have been filed and the construction of all facilities or changes contemplated by any of the FCC Licenses or construction Permits issued to modify the FCC Licenses have been completed. There is not pending, nor, to the Knowledge of Seller, threatened, any action by or before the FCC to revoke, suspend, cancel, rescind or materially adversely modify any of the FCC Licenses (other than proceedings to amend FCC rules of general applicability), nor is there issued or outstanding, by or before the FCC, any order to show cause, notice of violation, notice of apparent liability, or order of forfeiture against the Station, Station or the Seller Seller, the Xxxxxxxxxx Company or any of its their respective Affiliates with respect to the Station that would reasonably be expected to result in any such action. Except as set forth on Schedule 3.04(b) and other than proceedings affecting broadcast stations generally, there are no material applications, petitions, proceedings or other material actions or complaints pending or, to the Knowledge of Seller, threatened before the FCC relating to the Station. Except as set forth on Schedule 3.04(b) and except for tolling agreements that may be entered into pursuant to the Merger Xxxxxxxxxx Transaction or Section 7.01(b), neither the Seller nor the Xxxxxxxxxx Company has not (i) entered into a tolling agreement or otherwise waived any statute of limitations relating to the Station during which the FCC may assess any fine or forfeiture or take any other action or (ii) agreed to any extension of time with respect to any FCC investigation or proceeding. (c) Except as set forth on Schedule 3.04(c), immediately following the Xxxxxxxxxx Closing, Seller is will be qualified under the Communications Laws to transfer, or cause to be transferred, the FCC Licenses to Buyer. Except as set forth on Schedule 3.04(c), to the Knowledge of Seller, there are no facts or circumstances relating to the Station Station, the Xxxxxxxxxx Company or the Seller that would reasonably be expected to (i) result in the FCC’s refusal to grant the FCC Consent, (ii) materially delay the receipt of the FCC Consent. The Seller has no reason to believe that the FCC Applications might be challenged or might not be granted by the FCC in the ordinary course due to any fact or circumstance relating to the Seller, the Xxxxxxxxxx Company, the Business or the FCC Licenses. (d) The Seller is notNone of Seller, the Xxxxxxxxxx Company is, with respect to the Station, a party to any local marketing agreement, time brokerage agreement, joint sales agreement or other similar agreement (collectively, a “Sharing Agreement”). (e) Schedule 3.04(e) contains, as of the date hereof, (i) a list of all retransmission consent agreements or any other carriage agreement, with multi-channel video programming distributors, including cable systems, telephone companies and direct broadcast satellite systems (together, “MVPDs”) with more than 10,000 subscribers with respect to the Station, and (ii) a list of the MVPDs that, to the Knowledge of Seller, carry the Station and have more than 10,000 subscribers with respect to the each such Station outside the such Station’s Market. Seller The Xxxxxxxxxx Company is a party to retransmission consent agreements with respect to each MVPD with more than 10,000 subscribers in any of the Station’s MarketMarkets. To the Knowledge of Seller, since October 1, 2011 and until the date hereof, except as set forth on Schedule 3.04(e), (x) no headend with more than 10,000 subscribers covered by an MVPD in any of the Station’s Market Markets has provided written notice to Seller or the Seller Xxxxxxxxxx Company of any material signal quality issue or has failed to respond to a request for carriage or, to the Knowledge of Seller, sought any form of relief from carriage of the Station from the FCC and (y) neither Seller nor the Seller Xxxxxxxxxx Company has not received any written notice from any MVPD with more than 5,000 subscribers in any of the Station’s Market Markets of such MVPD’s intention to delete the Station from carriage or to change the Station’s channel position.

FCC and Programming Distribution Matters. (a) Schedule 3.04(a) sets forth a true and complete list of the FCC Licenses and the holders thereof, which FCC Licenses constitute all of the FCC Licenses of the StationStations. The FCC Licenses are in full force and effect and have not been revoked, suspended, canceled, rescinded or terminated, and have not expired. Except as set forth on Schedule 3.04(a), the FCC Licenses (i) have been issued for the full terms customarily issued by the FCC for each class of station and (ii) are not subject to any condition, except for those conditions appearing on the face of the FCC Licenses and conditions generally applicable to each class of station. (b) The Station Each of the Stations has been operated in compliance with the Communications Laws and the FCC Licenses in all material respects and has paid or caused to be paid all FCC regulatory fees due in respect of the StationStations. All material registrations and reports required to have been filed with the FCC relating to the FCC Licenses have been filed and the construction of all facilities or changes contemplated by any of the FCC Licenses or construction Permits issued to modify the FCC Licenses have been completed. There is not pending, nor, to the Knowledge of Seller, threatened, any action by or before the FCC to revoke, suspend, cancel, rescind or materially adversely modify any of the FCC Licenses (other than proceedings to amend FCC rules of general applicability), nor is there issued or outstanding, by or before the FCC, any order to show cause, notice of violation, notice of apparent liability, or order of forfeiture against either or both of the StationStations, or the Seller Seller, the LIN Companies or any of its their respective Affiliates with respect to the Station Stations that would reasonably be expected to result in any such action. Except as set forth on Schedule 3.04(b) and other than proceedings affecting broadcast stations generally, there are no material applications, petitions, proceedings or other material actions or complaints pending or, to the Knowledge of Seller, threatened before the FCC relating to either or both of the StationStations. Except as set forth on Schedule 3.04(b) and except for tolling agreements that may be entered into pursuant to the Merger Transaction or Section 7.01(b), neither the Seller nor the LIN Companies has not (i) entered into a tolling agreement or otherwise waived any statute of limitations relating to either or both of the Station Stations during which the FCC may assess any fine or forfeiture or take any other action or (ii) agreed to any extension of time with respect to any FCC investigation or proceeding. (c) Except as set forth on Schedule 3.04(c), immediately following the Merger Closing, the Seller is will be qualified under the Communications Laws to transfer, or cause to be transferred, the FCC Licenses to Buyer. Except as set forth on Schedule 3.04(c), to the Knowledge of Seller, there are no facts or circumstances relating to either or both of the Station Stations, the LIN Companies or the Seller that would reasonably be expected to (i) result in the FCC’s refusal to grant the FCC Consent, (ii) materially delay the receipt of the FCC Consent. The Seller has no reason to believe that the FCC Applications might be challenged or might not be granted by the FCC in the ordinary course due to any fact or circumstance relating to the Seller, the LIN Companies, the Business or the FCC LicensesFXX Xxxxxxxx. (dx) The Xxxx of the Seller is notor the LIN Companies is, with respect to either or both of the StationStations, a party to any local marketing agreement, time brokerage agreement, joint sales agreement or other similar agreement (collectively, a “Sharing Agreement”). (e) Schedule 3.04(e) contains, as of the date hereof, (i) a list of all retransmission consent agreements or any other carriage agreement, with multi-channel video programming distributors, including cable systems, telephone companies and direct broadcast satellite systems (together, “MVPDs”) with more than 10,000 subscribers with respect to the StationStations, and (ii) a list of the MVPDs that, to the Knowledge of Seller, carry either of the Station Stations and have more than 10,000 subscribers with respect to the each such Station outside the such Station’s Market. Seller is a The LIN Companies are party to retransmission consent agreements with respect to each MVPD with more than 10,000 subscribers in the either Station’s Market. To the Knowledge of Seller, since October 1, 2011 and until the date hereof, except as set forth on Schedule 3.04(e), (x) no headend with more than 10,000 subscribers covered by an MVPD in the Station’s Stations’ Market has provided written notice to the Seller or the LIN Companies of any material signal quality issue or has failed to respond to a request for carriage or, to the Knowledge of Seller, sought any form of relief from carriage of the either Station from the FCC and (y) neither the Seller nor the LIN Companies has not received any written notice from any MVPD with more than 5,000 subscribers in the Station’s Stations’ Market of such MVPD’s intention to delete either or both of the Station Stations from carriage or to change either or both of the Station’s Stations’ channel position.

FCC and Programming Distribution Matters. (a) Schedule 3.04(a3.4(a) sets forth a true and complete list of the FCC Licenses and the holders thereof, which FCC Licenses constitute all of the FCC Licenses required by the FCC for operation of the StationStations as presently operated. The FCC Licenses are in full force and effect and have not been revoked, suspended, canceled, rescinded or terminated, and have not expired. Except as set forth on Schedule 3.04(a3.4(a), the FCC Licenses (i) have been issued for the full terms customarily issued by the FCC for each class commercial full-power and Class A television stations operating under Part 73 of station the FCC’s rules and (ii) are not subject to any conditioncondition outside the ordinary course, except for those conditions appearing on the face of the FCC Licenses and conditions generally applicable to each class of stationfull-power and Class A television licenses. (b) The Acquired Companies have operated each full-power and Class A Station has been operated in compliance with the Communications Laws and the FCC Licenses in all material respects and has have paid or caused to be paid all FCC regulatory fees due in respect of the Stationto each FCC License. All material registrations and reports required to have been filed with the FCC relating to the FCC Licenses have been filed and the construction of all facilities or changes contemplated by any of the FCC Licenses or construction Permits issued to modify the FCC Licenses have been completedfiled. There Except as set forth on Schedule 3.4(b), there is not pending, nor, to the Knowledge of Seller’s knowledge, threatened, any action by or before the FCC to revoke, suspend, cancel, rescind or materially adversely modify any of the FCC Licenses (other than proceedings to amend FCC rules of general applicabilityapplicability to commercial full-power and Class A television broadcast stations), nor is there issued or outstanding, by or before the FCC, any order to show cause, notice of violation, notice of apparent liability, or order of forfeiture against the Station, FCC Licenses or the Seller or any of its Affiliates Acquired Companies with respect to the Station FCC Licenses that would reasonably be expected to result in any such action. Except as set forth on Schedule 3.04(b3.4(b) and other than proceedings affecting commercial full-power and Class A television broadcast stations generally, there are no material applications, petitions, proceedings or other material actions or complaints pending or, to the Knowledge of Seller’s knowledge, threatened before the FCC relating to the StationFCC Licenses. Except as set forth on Schedule 3.04(b) and except for tolling agreements that may be entered into pursuant to the Merger Transaction or Section 7.01(b3.4(b), neither Seller nor any of the Seller has not Acquired Companies or their respective subsidiaries has, on behalf of any of the Stations, (i) entered into a tolling agreement or otherwise waived any statute of limitations relating to the Station Stations affecting the time during which the FCC may assess any fine or forfeiture or take any other action or (ii) agreed to any extension of time with respect to any FCC investigation or proceeding. (c) Except as set forth on Schedule 3.04(c), the Seller is qualified under No waiver of or exemption from any provision of the Communications Laws in effect as of the Execution Date, with respect to transferSeller, or cause is necessary for the FCC Consent to be transferred, the FCC Licenses to Buyerobtained. Except as set forth on Schedule 3.04(c), to the Knowledge of To Seller’s knowledge, there are no facts or circumstances relating to the Station FCC Licenses, Seller or the Seller Acquired Companies that would reasonably be expected to (i) result in the FCC’s refusal to grant the FCC Consent, or (ii) materially delay or impede the receipt of the FCC Consent. The Seller has no reason to believe that the FCC Applications might be challenged or might not be granted by the FCC in the ordinary course due to any fact or circumstance relating to Seller, the SellerAcquired Companies, the Business or the FCC Licenses. (d) The Seller Except as set forth on Schedule 3.4(d), none of the Acquired Companies is not, with respect to the Station, a party to any local marketing agreement, time brokerage agreement, joint sales agreement or other similar agreement (collectively, a “Sharing Agreement”). (e) Schedule 3.04(e3.4(e) contains, as of the date hereofExecution Date, (i) a list of all retransmission consent agreements or any other carriage agreement, with multi-channel video programming distributors, including cable systems, telephone companies and direct broadcast satellite systems (together, “MVPDs”) with more than 10,000 2,500 subscribers with respect to the each Station, and (ii) a list of the MVPDs that, to the Knowledge of Seller’s knowledge, carry the any Station and have more than 10,000 2,500 subscribers with respect to the each such Station outside the such Station’s Market. Seller is a party to The Acquired Companies have entered into retransmission consent agreements or other carriage agreements, with respect to each MVPD with more than 10,000 2,500 subscribers in any of the Station’s MarketStations’ Markets. To the Knowledge of Seller, since October Since January 1, 2011 2013 and until the date hereofExecution Date, except as set forth on Schedule 3.04(e3.4(e), (x) no headend with more than 10,000 2,500 subscribers covered by an MVPD in any of the Station’s Market Stations’ Markets has provided written notice to the Seller or any Acquired Company of any material signal quality issue or has failed to respond to a request for carriage or, to the Knowledge of Seller’s knowledge, sought any form of relief from carriage of the a Station from the FCC and (y) the neither Seller nor any Acquired Company has not received any written notice from any MVPD with more than 5,000 2,500 subscribers in any of the Station’s Market Markets of such MVPD’s intention to delete the a Station from carriage or to change the a Station’s channel position.