Common use of Franchises, Licenses, Material Contracts Clause in Contracts

Franchises, Licenses, Material Contracts. of FrontierVision's Disclosure Schedule contains a list of the Franchises (including the Franchising Authority which granted each Franchise and the stated expiration date of each Franchise), FCC Licenses and Material Contracts in effect on the date hereof, which list is true, correct and complete in all material respects. Without material exception and subject to the last sentence of this Section 3.8, the Franchises and the Licenses constitute all of the authorizations of Governmental Authorities necessary or required for the construction, maintenance and operations of the Systems as currently conducted. FVP has delivered to Buyer true and complete copies of all Franchises, FCC Licenses and Material Contracts as in effect on the date hereof. Subject to the last sentence of this Section 3.8, the Franchises, FCC Licenses and Material Contracts are in full force and effect (subject to expiration at the end of their current term) and are valid, binding and enforceable upon the FrontierVision Company that is a party thereto and, to FVP's knowledge, the other parties thereto in accordance with their terms, except to the extent such enforceability may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally and by judicial discretion in the enforcement of equitable remedies. Except as disclosed in Section 3.8 of FrontierVision's Disclosure Schedule, the FrontierVision Companies are in material compliance with the terms of the Franchises, Licenses and Material Contracts, and as of the date of this Agreement none of the FrontierVision Companies has received any written notice (or to FVP's knowledge after due inquiry of the regional managers of the Systems, oral notice) from a Franchising Authority to the effect that any of the FrontierVision Companies are not currently in material compliance with the terms of the Franchise granted by such Franchising Authority. Except as set forth in Section 3.4 or 3.8 of FrontierVision's Disclosure Schedule, none of the Franchises grants to any Franchising Authority or any other Person any right of first refusal or right to purchase the assets of any System that would be triggered by the consummation of the purchase and sale of the Purchased Interests. Except as set forth in Section 3.8 of FrontierVision's Disclosure Schedule, a valid request for renewal has been timely filed under Section 626(a) of the Cable Act with the proper Franchising Authority with respect to each Franchise in respect of which the statutory time period for making such filing has expired. Subject to the provisions of Sections 6.1 and 6.4, FVP shall not have any obligation to renew or extend any Franchises, Licenses or Material Contracts as a condition to Buyer's obligations under this Agreement.

Franchises, Licenses, Material Contracts. of FrontierVision's Disclosure Schedule 3.8 contains a list of each of the Companies' Franchises (including the Franchising Authority which granted each Franchise and the stated expiration date of each Franchise), the System to which the Franchise applies, FCC Licenses and Material Contracts in effect on the date hereof, which list is true, correct and complete in complete. Schedule 3.8 contains a list of each pending application for a Franchise and a list of any System or portion thereof owned or operated by the Companies that does not require a Franchise authorizing the installation, construction, development, ownership or operation of the same, which list is true, correct and complete. Fairfax and Fredericksburg possess all material respects. Without material exception and subject to the last sentence of this Section 3.8, the Franchises and the FCC Licenses constitute all of the authorizations of Governmental Authorities necessary or required for the construction, maintenance and operations of the Systems to operate their respective businesses as currently conducted. FVP Without material exception, the Companies possess all other Licenses necessary to operate their businesses as currently conducted. Seller has delivered made available to Buyer true and complete copies of all of the Companies' Franchises, FCC Licenses and Material Contracts as in effect on the date hereof. Subject to the last sentence of this Section 3.8, the The Franchises, FCC Licenses and Material Contracts are in full force and effect (subject to expiration at the end of their current termterm and to the last sentence of this Section 3.8) and are valid, binding and enforceable upon the FrontierVision Company that is a party thereto and, to FVPSeller's knowledgeKnowledge, the other parties thereto in accordance with their terms, except to the extent such enforceability may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally and by judicial discretion in the enforcement of equitable remediesEnforceability Exceptions. Except as disclosed in Section 3.8 Schedule 3.8, each of FrontierVision's Disclosure Schedule, the FrontierVision Companies are is in material compliance with the terms of the its Franchises, FCC Licenses and Material Contracts, and except for such noncompliance which in the aggregate is not material to the Companies, taken as a whole, or would not prevent the operation of the business of the Companies as currently conducted, and, as of the date of this Agreement Agreement, none of the FrontierVision Companies has received any written notice (or to FVP's knowledge after due inquiry of within the regional managers of the Systems, oral notice) last year from a Franchising Authority Authority, a consultant representing a Franchising Authority, any state cable regulatory authority or the FCC to the effect that any of the FrontierVision Companies are is not currently in material compliance with the terms of the Franchise granted by such Franchising AuthorityAuthority or with any FCC License. Except as set forth in Section 3.4 or 3.8 of FrontierVision's Disclosure Schedule, none of the Franchises grants to any Franchising Authority or any other Person any right of first refusal or right to purchase the assets of any System that would be triggered by the consummation of the purchase and sale of the Purchased Interests. Except as set forth in Section 3.8 of FrontierVision's Disclosure ScheduleSchedule 3.8, a valid request for renewal has been timely filed under Section 626(a) of the Cable Act with the proper Franchising Authority with respect to each Franchise in respect of which the statutory time period for making such filing Companies' Franchises that has expiredexpired prior to, or will expire within thirty months after, the date of this Agreement. Subject Buyer acknowledges and agrees that certain of the Franchises, FCC Licenses and Material Contracts may have already expired or may expire by their own terms prior to the provisions of Sections 6.1 and 6.4Closing, FVP that the Companies shall not be deemed to have breached their respective representation and warranty in the second and fifth sentences of this Section 3.8 by virtue of such expiration, that neither Seller nor the Companies shall have any obligation to renew or extend any such Franchises, FCC Licenses or and Material Contracts as a condition to Buyer's obligations under this Agreement.

Franchises, Licenses, Material Contracts. of FrontierVision's Disclosure Schedule 3.8 contains a list of the Franchises (including the Franchising Authority which granted each Franchise and Franchise, the stated expiration date of each Franchise, and the System to which the Franchise applies), material FCC Licenses and other material Licenses and Material Contracts in effect on the date hereof, each pending application for a Franchise, material License or Material Contract, and a list of any System or portion thereof owned or operated by the Helicon Companies which does not require a Franchise authorizing the installation, construction, development, ownership or operation of the same; which list is true, correct and complete in all material respects. Without material exception and subject to the last sentence of this Section Except as disclosed in Schedule 3.8, each Helicon Company has obtained and possesses and is the legal holder of all material Franchises and the material Licenses constitute all of the authorizations of Governmental Authorities (including FCC Licenses) which are necessary or required for the constructionto entitle it to install, maintenance construct, develop, own or lease, operate and use its assets and properties and to carry on and conduct its business and operations of the Systems as currently presently conducted. FVP Helicon has delivered to Buyer true and complete copies of all Franchises, FCC Licenses, other material Licenses and Material Contracts Contracts. Except as disclosed in effect on the date hereof. Subject to the last sentence of this Section Schedule 3.8, the Franchises, FCC Licenses, other material Licenses and Material Contracts are in full force and effect (subject to expiration at the end of their current term) term as disclosed on Schedule 3.8), and are valid, binding and enforceable upon the FrontierVision Company that is a party thereto and, to FVP's knowledge, the other parties thereto in accordance with their terms, except to the extent such enforceability may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally and by judicial discretion in the enforcement of equitable remediesEnforceability Exceptions. Except as disclosed in Section 3.8 of FrontierVision's Disclosure ScheduleSchedule 3.8, the FrontierVision Helicon Companies are in material compliance with the terms of the FranchisesFranchises (including the payment of any fees due thereunder), FCC Licenses, other material Licenses and Material Contracts, and as of the date of this Agreement none of the FrontierVision Helicon Companies has received any written notice (or to FVP's knowledge after due inquiry of the regional managers of the Systems, oral notice) from a Franchising Authority Authority, the FCC, or a consultant representing a Franchising Authority, any state cable regulatory -24- 26 authority or the FCC to the effect that any of the FrontierVision Helicon Companies are not currently in material compliance with the terms of the Franchise granted by such any Franchising AuthorityAuthority or with an FCC License. Except as set forth in Section 3.4 or 3.8 of FrontierVision's Disclosure Schedule, none of the Franchises grants to any Franchising Authority or any other Person any right of first refusal or right to purchase the assets of any System that would be triggered by the consummation of the purchase and sale of the Purchased Interests. Except as set forth in Section 3.8 of FrontierVision's Disclosure ScheduleSchedule 3.8, a valid request for renewal has been timely filed under in accordance with Section 626(a) of the Cable Act with the proper Franchising Authority with respect to each Franchise in respect that has expired prior to, or will expire within, thirty (30) months after the date of which the statutory time period for making such filing has expired. Subject to the provisions of Sections 6.1 and 6.4, FVP shall not have any obligation to renew or extend any Franchises, Licenses or Material Contracts as a condition to Buyer's obligations under this Agreement.

Franchises, Licenses, Material Contracts. of FrontierVision's Disclosure Schedule 3.8 contains a list of the Franchises (including the Franchising Authority which granted each Franchise and the stated expiration date of each Franchise), the System to which the Franchise applies, FCC Licenses and Material Contracts in effect on the date hereof, each pending application for a Franchise and a list of any System or portion thereof owned or operated by the Falcon Company which does not require a Franchise authorizing the installation, construction, development, ownership or operation of the same in such Franchise Area; which list is true, correct and complete in all material respectscomplete. Without material exception and subject to the last sentence of this Section Except as set forth on Schedule 3.8, the Falcon Companies possess all Franchises and the FCC Licenses constitute all of the authorizations of Governmental Authorities necessary or required for the construction, maintenance and operations of the Systems to operate their business as currently conducted. FVP Without material exception, except as set forth on Schedule 3.8, the Falcon Companies possess all other Licenses necessary to operate their business as currently conducted. Falcon has delivered or made available to Buyer true and complete copies of all Franchises, FCC Licenses and Material Contracts as in effect on the date hereof. Subject to the last sentence of this Section Except as set forth on Schedule 3.8, the Franchises, FCC Licenses and Material Contracts are in full force and effect (subject to Franchises which have already expired and expiration at the end of their current term, which expired Franchises are identified on Schedule 3.8, together with the approximate number of Subscribers served in the Franchise Areas related to such Franchises) and and, subject to such expiration, are valid, binding and enforceable upon the FrontierVision Falcon Company that is a party thereto and, to FVPFalcon's knowledgeKnowledge, the other parties thereto in accordance with their terms, except to the extent such enforceability may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally and by judicial discretion in the enforcement of equitable remediesEnforceability Exceptions. Except as disclosed in Section 3.8 of FrontierVision's Disclosure ScheduleSchedule 3.8, the FrontierVision Falcon Companies are in material compliance with the terms of the Franchises, FCC Licenses and Material Contracts, and except for such noncompliance which in the aggregate is immaterial to the Falcon Companies, taken as a whole, or would not prevent the operation of the business of the Falcon Companies as currently conducted, and, as of the date of this Agreement Agreement, none of the FrontierVision Falcon Companies has received any written notice (or to FVP's knowledge after due inquiry of the regional managers of the Systems, oral notice) from a Franchising Authority Authority, a consultant representing a Franchising Authority, any state cable regulatory authority or the FCC to the effect that any of the FrontierVision Falcon Companies are not currently in material compliance with the terms of the Franchise granted by such Franchising AuthorityAuthority or with any FCC License. Except as set forth in Section 3.4 or 3.8 of FrontierVision's Disclosure Schedule, none of the Franchises grants to any Franchising Authority or any other Person any right of first refusal or right to purchase the assets of any System that would be triggered by the consummation of the purchase and sale of the Purchased Interests. Except as set forth in Section 3.8 of FrontierVision's Disclosure ScheduleSchedule 3.8, a valid request for renewal has been timely filed under Section 626(a) of the Cable Act with the proper Franchising Authority with respect to each Franchise in respect that has expired prior to, or will expire within thirty months after, the date of which the statutory time period for making such filing has expired. Subject to the provisions of Sections 6.1 and 6.4, FVP shall not have any obligation to renew or extend any Franchises, Licenses or Material Contracts as a condition to Buyer's obligations under this Agreement.

Franchises, Licenses, Material Contracts. of FrontierVision's Disclosure Schedule SCHEDULE 3.8 contains a list of the Franchises (including the Franchising Authority which granted each Franchise and Franchise, the stated expiration date of each Franchise, and the System to which the Franchise applies), material FCC Licenses and other material Licenses and Material Contracts in effect on the date hereof, each pending application for a Franchise, material License or Material Contract, and a list of any System or portion thereof owned or operated by the Helicon Companies which does not require a Franchise authorizing the installation, construction, development, ownership or operation of the same; which list is true, correct and complete in all material respects. Without material exception and subject to the last sentence of this Section Except as disclosed in SCHEDULE 3.8, each Helicon Company has obtained and possesses and is the legal holder of all material Franchises and the material Licenses constitute all of the authorizations of Governmental Authorities (including FCC Licenses) which are necessary or required for the constructionto entitle it to install, maintenance construct, develop, own or lease, operate and use its assets and properties and to carry on and conduct its business and operations of the Systems as currently presently conducted. FVP Helicon has delivered to Buyer true and complete copies of all Franchises, FCC Licenses, other material Licenses and Material Contracts Contracts. Except as disclosed in effect on the date hereof. Subject to the last sentence of this Section SCHEDULE 3.8, the Franchises, FCC Licenses, other material Licenses and Material Contracts are in full force and effect (subject to expiration at the end of their current term) term as disclosed on SCHEDULE 3.8), and are valid, binding and enforceable upon the FrontierVision Company that is a party thereto and, to FVP's knowledge, the other parties thereto in accordance with their terms, except to the extent such enforceability may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally and by judicial discretion in the enforcement of equitable remediesEnforceability Exceptions. Except as disclosed in Section 3.8 of FrontierVision's Disclosure ScheduleSCHEDULE 3.8, the FrontierVision Helicon Companies are in material compliance with the terms of the FranchisesFranchises (including the payment of any fees due thereunder), FCC Licenses, other material Licenses and Material Contracts, and as of the date of this Agreement none of the FrontierVision Helicon Companies has received any written notice (or to FVP's knowledge after due inquiry of the regional managers of the Systems, oral notice) from a Franchising Authority Authority, the FCC, or a consultant representing a Franchising Authority, any state cable regulatory authority or the FCC to the effect that any of the FrontierVision Helicon Companies are not currently in material compliance with the terms of the Franchise granted by such any Franchising AuthorityAuthority or with an FCC License. Except as set forth in Section 3.4 or 3.8 of FrontierVision's Disclosure Schedule, none of the Franchises grants to any Franchising Authority or any other Person any right of first refusal or right to purchase the assets of any System that would be triggered by the consummation of the purchase and sale of the Purchased Interests. Except as set forth in Section 3.8 of FrontierVision's Disclosure ScheduleSCHEDULE 3.8, a valid request for renewal has been timely filed under in accordance with Section 626(a) of the Cable Act with the proper Franchising Authority with respect to each Franchise in respect that has expired prior to, or will expire within, thirty (30) months after the date of which the statutory time period for making such filing has expired. Subject to the provisions of Sections 6.1 and 6.4, FVP shall not have any obligation to renew or extend any Franchises, Licenses or Material Contracts as a condition to Buyer's obligations under this Agreement.