Common use of Franchises and Licenses Clause in Contracts

Franchises and Licenses. Except as disclosed on SCHEDULE 4.5, Seller is not bound or affected by any (a) "franchise," as such term is defined in Section 602 of the Communications Act (47 U.S.C. 522), in connection with the operation of the Business, (b) license, authorization or permit issued by the FCC that relates to the Systems or the operation of the Business or (c) any licenses, authorizations or permits of any other Governmental Authority (other than those described in clauses (a) or (b)) which are individually or in the aggregate material to the Business or the Systems. Seller has provided Buyer with access to true and complete copies of each Franchise and License disclosed on SCHEDULE 4.5. SCHEDULE 4.5 discloses the specific Seller bound or affected by each Franchise. To the extent that SCHEDULE 4.5 fails to disclose the specific Seller bound or affected by each item listed thereon or any license, authorization or permit of any Governmental Authority, Seller will provide such information to Buyer within 30 days after the date of this Agreement. Except as disclosed on SCHEDULE 4.5, the Franchises and Licenses are currently in full force and effect under all applicable Legal Requirements according to their terms and Seller is not in breach or default of any terms or conditions thereunder and no event has occurred that, with notice or lapse of time or both would constitute a breach, violation or default thereunder by Seller. Except as disclosed on SCHEDULE 4.5, there is no legal action, governmental proceeding or investigation, pending or, to

Franchises and Licenses. Except as disclosed on SCHEDULE 4.5, Seller is not bound or affected by any (a) "franchise," as such term is defined in Section 602 of the Communications Act (47 U.S.C. 522), in connection with the operation of the Business, (b) license, authorization or permit issued by the FCC that relates to the Systems or the operation of the Business or (c) any licenses, authorizations or permits of any other Governmental Authority (other than those described in clauses (a) or (b)) which are individually or in the aggregate material to the Business or the Systems. Seller has provided Buyer with access to true and complete copies of each Franchise and License disclosed on SCHEDULE 4.5. SCHEDULE 4.5 discloses the specific Seller bound or affected by each Franchise. To the extent that SCHEDULE 4.5 fails to disclose the specific Seller bound or affected by each item listed thereon or any license, authorization or permit of any Governmental Authority, Seller will provide such information to Buyer within 30 days after the date of this Agreement. Except as disclosed on SCHEDULE 4.5, the Franchises and Licenses are currently in full force and effect under all applicable Legal Requirements according to their terms and Seller is not in breach or default of any terms or conditions thereunder and no event has occurred that, with notice or lapse of time or both would constitute a breach, violation or default thereunder by Seller. Except as disclosed on SCHEDULE 4.5, there is no legal action, governmental proceeding or investigation, pending or, toto Seller's Knowledge, threatened, to terminate, suspend or modify any Franchise or License. Except as set forth on SCHEDULE 4.5, (a) the Franchises contain all of the commitments of Seller to the applicable Governmental Authority granting such Franchises with respect to the construction, ownership and operation of the Systems, and (b) other than as set forth in the Franchises, Seller has not made any commitment to any local franchising authority to make any expenditure or capital addition or betterment to any System or the Assets that will not be fulfilled or satisfied prior to the Closing Time. As of the date of this Agreement, except as disclosed on SCHEDULE 4.5, and other than any satellite master antenna television system which serves fewer than 1000 dwelling units and direct broadcast satellite television, with respect to each area in which the Systems currently provide cable television service: (a) no Third Party is operating a cable television system or other non-satellite MVPD other than a System in such area; (b) no construction programs have been substantially undertaken, or, to the Knowledge of Seller, are proposed to be undertaken, by any municipality or Third Party wireline cable television operator in the Service Area, (c) no franchise has been, or, to the Knowledge of Seller, is proposed to be, granted to any Third Party in the Service Area, other than franchises included in the Assets; and (d) to the Knowledge of Seller, no Third Party MVPD has applied for a cable television franchise or open video system or similar authorization to serve such area.

Franchises and Licenses. Except as disclosed on SCHEDULE 4.5, Seller is not bound or affected by any (a) "franchise," as such term is defined in Section 602 of the Communications Act (47 U.S.C. 522), in connection with the operation of the Business, (b) license, authorization or permit issued by the FCC that relates to the Systems or the operation of the Business or (c) any licenses, authorizations or permits of any other Governmental Authority (other than those described in clauses (a) or (b)) which are individually or in the aggregate material to the Business or the Systems. Seller has provided Buyer with access to true and complete copies of each Franchise and License disclosed on SCHEDULE 4.5. SCHEDULE 4.5 discloses the specific Seller bound or affected by each Franchise. To the extent that SCHEDULE 4.5 fails to disclose the specific Seller bound or affected by each item listed thereon or any license, authorization or permit of any Governmental Authority, Seller will provide such information to Buyer within 30 days after the date of this Agreement. Except as disclosed on SCHEDULE 4.5, the Franchises and Licenses are currently in full force and effect under all applicable Legal Requirements according to their terms and Seller is not in breach or default of any terms or conditions thereunder and no event has occurred that, with notice or lapse of time or both would constitute a breach, violation or default thereunder by Seller. Except as disclosed on SCHEDULE 4.5, there is no legal action, governmental proceeding or investigation, pending or, toto Seller's Knowledge, threatened, to terminate, suspend or modify any Franchise or License. Except as set forth on SCHEDULE 4.5, (a) the Franchises contain all of the commitments of Seller to the applicable Governmental Authority granting such Franchises with respect to the construction, ownership and operation of the Systems, and (b) other than as set forth in the Franchises, Seller has not made any commitment to any local franchising authority to make any expenditure or capital addition or betterment to any System or the Assets that will not be fulfilled or satisfied prior to the Closing Time. As of the date of this Agreement, except as disclosed on SCHEDULE 4.5, and other than any satellite master antenna television system which serves fewer than 1000 dwelling units and direct broadcast satellite television, with respect to each area in which the Systems currently provide cable television service: (a) no Third Party is operating a cable television system or other non-satellite MVPD other than a System in such area; (b) no construction programs have been substantially undertaken, or, to the Knowledge of Seller, are proposed to be undertaken, by any municipality or Third Party wireline cable television operator in the Service Area, (c) no franchise has been, or, to the Knowledge of Seller, is proposed to be, granted to 18 25 any Third Party in the Service Area, other than franchises included in the Assets; and (d) to the Knowledge of Seller, no Third Party MVPD has applied for a cable television franchise or open video system or similar authorization to serve such area.

Franchises and Licenses. Except as disclosed on SCHEDULE 4.5, Seller is not bound or affected by any (a) "franchise," as such term is defined in Section 602 of the Communications Act (47 U.S.C. 522), in connection with the operation of the Business, (b) license, authorization or permit issued by the FCC that relates to the Systems or the operation of the Business or (c) any licenses, authorizations or permits of any other Governmental Authority (other than those described in clauses (a) or (b)) which are individually or in the aggregate material to the Business or the Systems. Seller has provided Buyer with access to true and complete copies of each Franchise and License disclosed on SCHEDULE 4.5. SCHEDULE 4.5 discloses the specific Seller bound or affected by each Franchise. To the extent that SCHEDULE 4.5 fails to disclose the specific Seller bound or affected by each item listed thereon or any license, authorization or permit of any Governmental Authority, Seller will provide such information to Buyer within 30 days after the date of this Agreement. Except as disclosed on SCHEDULE 4.5, the Franchises and Licenses are currently in full force and effect under all applicable Legal Requirements according to their terms and Seller is not in breach or default of any terms or conditions thereunder and no event has occurred that, with notice or lapse of time or both would constitute a breach, violation or default thereunder by Seller. Except as disclosed on SCHEDULE 4.5, there is no legal action, governmental proceeding or investigation, pending or, toto Seller's Knowledge, threatened, to terminate, suspend or modify any Franchise or License. Except as set forth on SCHEDULE 4.5, (a) the Franchises contain all of the commitments of Seller to the applicable Governmental Authority granting such Franchises with respect to the construction, ownership and operation of the Systems, and (b) other than as set forth in the Franchises, Seller has not made any commitment to any local franchising authority to make any expenditure or capital addition or betterment to any System or the Assets that will not be fulfilled or satisfied prior to the Closing Time. As of the date of this Agreement, except as disclosed on SCHEDULE 4.5, and other than any satellite master antenna television system which serves fewer than 1000 dwelling units and direct broadcast satellite television, with respect to each area in which the Systems currently provide cable television service: (a) no Third Party is operating a cable television system or other non-satellite MVPD other than a System in such area; (b) no construction programs have been substantially undertaken, or, to the Knowledge of Seller, are proposed to be undertaken, by any municipality or other Third Party wireline cable television operator in the Service Area, (c) no franchise has been, or, to the Knowledge of Seller, is proposed to be, granted to any Third Party in the Service Area, other than franchises included in the Assets; and (d) to the Knowledge of Seller, no Third Party MVPD has applied for a cable television franchise or open video system or similar authorization to serve such area.