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 in connection with the operation of the Business or (b) license, authorization or permit issued by the FCC or other Governmental Permit that, in each case, relates to the Systems or the operation of the Business. Except as disclosed on Schedule 4.5, the Franchises, Licenses and other Governmental Permits are currently in full force and effect and Seller is not and, to Seller's Knowledge, no other party thereto is, in material breach or default of any terms or conditions thereunder. Seller has delivered to Buyer true and complete copies of the Franchises. Except as disclosed on Schedule 4.5, there is no legal action, governmental proceeding or investigation, pending or, to Seller's Knowledge, threatened, to terminate, suspend or modify any Franchise, License or other Governmental Permit. As of the date of this Agreement, except as disclosed on Schedule 4.5, to Seller's Knowledge, (i) no construction programs have been undertaken or are proposed to be undertaken, by any municipality or other cable television, multichannel multipoint distribution systems or multipoint distribution system provider or operator in any Service Area; (ii) no cable television franchise has been issued to any Person other than Seller in any Service Area; and (iii) no cable television franchise or other application or request of any Person for a cable television franchise is pending or proposed which relates to any Service Area.