Common use of Governmental Licenses and Permits Clause in Contracts

Governmental Licenses and Permits. (a) This Section 5.11 does not address employment and employee benefits matters (which are covered in Section 5.16) and Taxes (which are covered by the Tax Matters Agreement). Each of the Comcast Transferors and the Contributed Comcast Subsidiaries is in compliance in all material respects with all Laws applicable to the ownership of their respective assets and properties and the operation of the Contributed Comcast Businesses, and since January 1, 2008, no Comcast Transferor or Contributed Comcast Subsidiary has received any notice from any Governmental Authority alleging any material conflict with, material violation or breach of or material default under any such Law. (b) Each of the Comcast Transferors and Contributed Comcast Subsidiaries has all permits, licenses, permissions, franchises, and amendments thereto, from any Governmental Authority (including FCC Licenses) necessary for the ownership and operation of the Contributed Comcast Businesses (the “Comcast Licenses”). Each of the Comcast Transferors and Contributed Comcast Subsidiaries is in compliance in all material respects with the terms of the Comcast Licenses, and no Comcast Transferors or Contributed Comcast Subsidiaries have received any notice from any Governmental Authority alleging any material conflict with or violation or breach of any Comcast License. (c) Section 5.11(c) of the Comcast Disclosure Letter sets forth a complete list of the material FCC Licenses held by the Comcast Transferors and Contributed Comcast Subsidiaries (the “Comcast FCC Licenses”) currently in effect and all applications pending before any Governmental Authority with respect to the Comcast FCC Licenses. The Comcast FCC Licenses are in full force and effect and are not subject to any restrictions or conditions other than those affecting such type of Comcast FCC License generally. The Comcast Transferors and Contributed Comcast Subsidiaries have filed all reports, notifications and filings with the FCC necessary to maintain all Comcast FCC Licenses in full force and effect, have timely paid all FCC regulatory fees with respect thereto and, to the Knowledge of Comcast, there are no facts, events or conditions based upon which the FCC might reasonably be expected to revoke, suspend, cancel, rescind, terminate, require the disposition of, or fail to renew any of the Comcast FCC Licenses or fail to grant any pending Comcast FCC application or petition for a Comcast FCC License. The Comcast Transferors and Contributed Comcast Subsidiaries are operating only those facilities for which an appropriate FCC authorization has been obtained and such operation is in compliance with such authorization in all material respects. (d) No application, action or proceeding is pending for the renewal or modification of any Comcast FCC Licenses and, except for actions or proceedings affecting such type of Comcast FCC License generally, no application, complaint, action or proceeding is pending or, to the Knowledge of Comcast, threatened that seeks or is reasonably likely to result in (i) the denial of an application for renewal of a Comcast FCC License, (ii) the revocation, adverse modification, non-renewal or suspension of any of the Comcast FCC Licenses or (iii) the issuance of a material cease-and-desist order. There is not now issued, outstanding, pending or, to the Knowledge of Comcast, threatened, by or before the FCC or any Governmental Authority, any order to show cause, notice of violation, notice of apparent liability, notice of forfeiture or complaint with respect to any of the Comcast FCC Licenses that has had or would reasonably be expected to have, individually or in the aggregate, a Comcast Material Adverse Effect.

Governmental Licenses and Permits. (a) This Section 5.11 3.10 does not address employment and employee benefits matters (which are covered in Section 5.163.15) and Taxes (which are covered by the Tax Matters Agreement). Each of the Comcast NBCU Transferors and the Contributed Comcast Subsidiaries NBCU Entities is in compliance in all material respects with all Laws applicable to the ownership of their respective assets and properties and the operation of the Contributed Comcast NBCU Businesses, and since January 1, 2008, no Comcast NBCU Transferor or Contributed Comcast Subsidiary NBCU Entity has received any notice from any Governmental Authority alleging any material conflict with, material violation or breach of or material default under any such Law. (b) Each of the Comcast NBCU Transferors and Contributed Comcast Subsidiaries NBCU Entities has all permits, licenses, permissions, franchises, and amendments thereto, from any Governmental Authority (including FCC Licenses) necessary for the ownership and operation of the Contributed Comcast NBCU Businesses (the “Comcast NBCU Licenses”). Each of the Comcast NBCU Transferors and Contributed Comcast Subsidiaries NBCU Entities is in compliance in all material respects with the terms of the Comcast NBCU Licenses, and no Comcast NBCU Transferors or Contributed Comcast Subsidiaries NBCU Entities have received any notice from any Governmental Authority alleging any material conflict with or violation or breach of any Comcast NBCU License. (c) Section 5.11(c3.10(c) of the Comcast NBCU Disclosure Letter sets forth a complete list of the material FCC Licenses held by the Comcast NBCU Transferors and Contributed Comcast Subsidiaries NBCU Entities (the “Comcast NBCU FCC Licenses”) currently in effect and all applications pending before any Governmental Authority with respect to the Comcast NBCU FCC LicensesLicenses or the Stations. The Comcast NBCU FCC Licenses are in full force and effect and are not subject to any restrictions or conditions other than those generally affecting such type of Comcast NBCU FCC License generallyLicense. The Comcast NBCU Transferors and Contributed Comcast Subsidiaries NBCU Entities have filed all reports, notifications and filings with the FCC necessary to maintain all Comcast NBCU FCC Licenses in full force and effect, have timely paid all FCC regulatory fees with respect thereto and, to the Knowledge of ComcastNBCU, there are no facts, events or conditions based upon which the FCC might reasonably be expected to revoke, suspend, cancel, rescind, terminate, require the disposition of, or fail to renew any of the Comcast NBCU FCC Licenses or fail to grant any pending Comcast FCC application or petition for a Comcast NBCU FCC License. The Comcast NBCU Transferors and Contributed Comcast Subsidiaries NBCU Entities maintain public files for the Stations as required by FCC rules. The NBCU Transferors and NBCU Entities are operating only those facilities of the NBCU Businesses for which an appropriate FCC authorization has been obtained and such operation is in compliance with such authorization in all material respects. (d) Section 3.10(d) of the NBCU Disclosure Letter lists each of the full- power and Class A television stations owned and operated by the NBCU Transferors and NBCU Entities (the “Stations”) and, except with respect to the Class A Stations, provides information concerning carriage (or non-carriage) of each such station by (i) the cable television systems serving its local television market (as defined in Section 76.55 of the rules and regulations of the FCC, 47 CFR Section 76.55) and (ii) satellite carriers providing local-into-local television service (as defined in Section 76.66 of the rules and regulations of the XXX, 00 XXX Section 76.66). With respect to each Station (other than the Class A Stations), each of the NBCU Transferors and NBCU Entities, during the period of ownership of such Station by such NBCU Transferors or NBCU Entities in accordance with Section 76.64 of the FCC Rules (47 CFR Section 76.64), has made the required election between retransmission consent or must carry status with respect to each multi-channel video programming distributor serving all or any part of the television market (as defined by the FCC) of such Station. The Stations, their respective physical facilities, electrical and mechanical systems and transmitting and studio equipment are being operated in compliance with the applicable FCC Licenses and the requirements of the Communications Act in all material respects. The NBCU Transferors, NBCU Entities and Stations are in compliance, in all material respects, with all requirements of the FCC and the Federal Aviation Administration with respect to the construction and/or alteration of the antenna structures owned by any of the NBCU Transferors (to the extent used or held for use in connection with the NBCU Businesses), NBCU Entities or Stations, and, to the Knowledge of NBCU, with respect to the construction and/or alteration of the antenna structures used, but not owned by any of the NBCU Transferors, NBCU Entities or Stations. (e) No application, action or proceeding is pending for the renewal or modification of any Comcast NBCU FCC Licenses and, except for actions or proceedings affecting such type of Comcast NBCU FCC License generally, no application, complaint, action or proceeding is pending or, to the Knowledge of ComcastNBCU, threatened that seeks or is reasonably likely to result in (i) the denial of an application for renewal of a Comcast NBCU FCC License, (ii) the revocation, adverse modification, non-renewal or suspension of any of the Comcast NBCU FCC Licenses or Licenses, (iii) the issuance of a material cease-and-desist orderorder or (iv) the imposition of any material administrative or judicial sanction with respect to any of the Stations. There is not now issued, outstanding, pending or, to the Knowledge of ComcastNBCU, threatened, by or before the FCC or any Governmental Authority, any order to show cause, notice of violation, notice of apparent liability, notice of forfeiture or complaint with respect to any of the Comcast NBCU FCC Licenses or the Stations that has had or would reasonably be expected to have, individually or in the aggregate, a Comcast NBCU Material Adverse Effect.

Governmental Licenses and Permits. (a) This Section 5.11 3.10 does not address employment and employee benefits matters (which are covered in Section 5.163.15) and Taxes (which are covered by the Tax Matters Agreement). Each of the Comcast NBCU Transferors and the Contributed Comcast Subsidiaries NBCU Entities is in compliance in all material respects with all Laws applicable to the ownership of their respective assets and properties and the operation of the Contributed Comcast NBCU Businesses, and since January 1, 2008, no Comcast NBCU Transferor or Contributed Comcast Subsidiary NBCU Entity has received any notice from any Governmental Authority alleging any material conflict with, material violation or breach of or material default under any such Law. (b) Each of the Comcast NBCU Transferors and Contributed Comcast Subsidiaries NBCU Entities has all permits, licenses, permissions, franchises, and amendments thereto, from any Governmental Authority (including FCC Licenses) necessary for the ownership and operation of the Contributed Comcast NBCU Businesses (the “Comcast NBCU Licenses”). Each of the Comcast NBCU Transferors and Contributed Comcast Subsidiaries NBCU Entities is in compliance in all material respects with the terms of the Comcast NBCU Licenses, and no Comcast NBCU Transferors or Contributed Comcast Subsidiaries NBCU Entities have received any notice from any Governmental Authority alleging any material conflict with or violation or breach of any Comcast NBCU License. (c) Section 5.11(c3.10(c) of the Comcast NBCU Disclosure Letter sets forth a complete list of the material FCC Licenses held by the Comcast NBCU Transferors and Contributed Comcast Subsidiaries NBCU Entities (the “Comcast NBCU FCC Licenses”) currently in effect and all applications pending before any Governmental Authority with respect to the Comcast NBCU FCC LicensesLicenses or the Stations. The Comcast NBCU FCC Licenses are in full force and effect and are not subject to any restrictions or conditions other than those generally affecting such type of Comcast NBCU FCC License generallyLicense. The Comcast NBCU Transferors and Contributed Comcast Subsidiaries NBCU Entities have filed all reports, notifications and filings with the FCC necessary to maintain all Comcast NBCU FCC Licenses in full force and effect, have timely paid all FCC regulatory fees with respect thereto and, to the Knowledge of ComcastNBCU, there are no facts, events or conditions based upon which the FCC might reasonably be expected to revoke, suspend, cancel, rescind, terminate, require the disposition of, or fail to renew any of the Comcast NBCU FCC Licenses or fail to grant any pending Comcast FCC application or petition for a Comcast NBCU FCC License. The Comcast NBCU Transferors and Contributed Comcast Subsidiaries NBCU Entities maintain public files for the Stations as required by FCC rules. The NBCU Transferors and NBCU Entities are operating only those facilities of the NBCU Businesses for which an appropriate FCC authorization has been obtained and such operation is in compliance with such authorization in all material respects. (d) Section 3.10(d) of the NBCU Disclosure Letter lists each of the full-power and Class A television stations owned and operated by the NBCU Transferors and NBCU Entities (the “Stations”) and, except with respect to the Class A Stations, provides information concerning carriage (or non-carriage) of each such station by (i) the cable television systems serving its local television market (as defined in Section 76.55 of the rules and regulations of the FCC, 47 CFR Section 76.55) and (ii) satellite carriers providing local-into-local television service (as defined in Section 76.66 of the rules and regulations of the XXX, 00 XXX Section 76.66). With respect to each Station (other than the Class A Stations), each of the NBCU Transferors and NBCU Entities, during the period of ownership of such Station by such NBCU Transferors or NBCU Entities in accordance with Section 76.64 of the FCC Rules (47 CFR Section 76.64), has made the required election between retransmission consent or must carry status with respect to each multi-channel video programming distributor serving all or any part of the television market (as defined by the FCC) of such Station. The Stations, their respective physical facilities, electrical and mechanical systems and transmitting and studio equipment are being operated in compliance with the applicable FCC Licenses and the requirements of the Communications Act in all material respects. The NBCU Transferors, NBCU Entities and Stations are in compliance, in all material respects, with all requirements of the FCC and the Federal Aviation Administration with respect to the construction and/or alteration of the antenna structures owned by any of the NBCU Transferors (to the extent used or held for use in connection with the NBCU Businesses), NBCU Entities or Stations, and, to the Knowledge of NBCU, with respect to the construction and/or alteration of the antenna structures used, but not owned by any of the NBCU Transferors, NBCU Entities or Stations. (e) No application, action or proceeding is pending for the renewal or modification of any Comcast NBCU FCC Licenses and, except for actions or proceedings affecting such type of Comcast NBCU FCC License generally, no application, complaint, action or proceeding is pending or, to the Knowledge of ComcastNBCU, threatened that seeks or is reasonably likely to result in (i) the denial of an application for renewal of a Comcast NBCU FCC License, (ii) the revocation, adverse modification, non-renewal or suspension of any of the Comcast NBCU FCC Licenses or Licenses, (iii) the issuance of a material cease-and-desist orderorder or (iv) the imposition of any material administrative or judicial sanction with respect to any of the Stations. There is not now issued, outstanding, pending or, to the Knowledge of ComcastNBCU, threatened, by or before the FCC or any Governmental Authority, any order to show cause, notice of violation, notice of apparent liability, notice of forfeiture or complaint with respect to any of the Comcast NBCU FCC Licenses or the Stations that has had or would reasonably be expected to have, individually or in the aggregate, a Comcast NBCU Material Adverse Effect.