Common use of MVPD Matters Clause in Contracts

MVPD Matters. Section 3.21 of the Company Disclosure Letter contains, as of the date hereof, (i) a list of each retransmission consent Contract to which the Company or any Company Subsidiary is a party with any MVPD that has more than twenty-five thousand (25,000) subscribers with respect to any Station and (ii) with respect to each Station, a list of the MVPDs that, to the Knowledge of the Company, carry such Station and have more than twenty-five thousand (25,000) subscribers with respect to such Station outside of such Station’s Market. To the Knowledge of the Company, the Company or the applicable Company Subsidiaries have entered into retransmission consent Contracts with respect to each MVPD that has more than twenty-five thousand (25,000) subscribers in any of the Stations’ Markets, and no MVPD is retransmitting the signal of any Station without the authorization of the Company or the applicable Company Subsidiary. Each Station has made timely retransmission consent elections for the 2012-2014 retransmission consent election cycle with respect to each MVPD that has more than twenty-five thousand (25,000) subscribers in such Station’s Market. Since December 31, 2011 and until the date hereof, (A) no such MVPD has provided written notice to the Company or any Company Subsidiary of any material signal quality issue or has failed to respond to a request for carriage or sought any form of relief from carriage of a Station from the FCC; (B) neither the Company nor any Company Subsidiary has received any written notice from any such MVPD of such MVPD’s intention to delete a Station from carriage or to change such Station’s channel position; and (C) to the Company’s Knowledge, no MVPD that had previously carried the signal of a Station ceased to carry the signal of such Station for a period of more than 24 hours for any reason, including upon expiration of retransmission consent with respect to such Station.

MVPD Matters. Section 3.21 3.22 of the Company Disclosure Letter contains, as of the date hereof, (i) in all material respects, a correct and complete list of each all Company Station retransmission consent Contract agreements with MVPDs that reported more than 50,000 paid subscribers (or 30,000 paid subscribers with respect to which the Specified Stations) to the Company or any Company Subsidiary is a party with any MVPD that has more than twenty-five thousand (25,000) subscribers of its Subsidiaries for January 2021 with respect to any at least one Company Station and (ii) each of the three largest Company Station retransmission consent agreements with MVPDs with respect to each Company Station, a list of the MVPDs that, to the Knowledge of the Company, carry such Station and have more than twenty-five thousand (25,000) subscribers with respect to such Station outside of such Station’s Market. To the Knowledge of the Company, the The Company or the applicable Company its Subsidiaries have entered into retransmission consent Contracts agreements with respect to each MVPD that has with more than twenty-five thousand 50,000 paid U.S. pay television subscribers (25,000or 30,000 U.S. pay television subscribers with respect to the Specified Stations) subscribers in any of the Company Stations’ Markets. Except for matters that have been resolved or that have not had or would not reasonably be expected to have, and no MVPD is retransmitting individually or in the signal of any Station without the authorization of the aggregate, a Company or the applicable Company Subsidiary. Each Station has made timely retransmission consent elections for the 2012-2014 retransmission consent election cycle with respect to each MVPD that has more than twenty-five thousand (25,000) subscribers in such Station’s Market. Since December 31Material Adverse Effect, 2011 since January 1, 2018 and until the date hereof, (Aa) no such MVPD has provided written notice to the Company or any Subsidiary of the Company Subsidiary of any material signal quality issue or has failed to respond to a request for carriage or or, to the Knowledge of the Company, sought any form of relief from carriage of a Company Station from the FCC; , (Bb) neither the Company nor any Company Subsidiary of its Subsidiaries has received any written notice from any such MVPD of such MVPD’s intention to delete a Company Station from carriage or to carriage, (c) neither the Company nor any of its Subsidiaries has made a material change such in the channel position of a Company Station’s primary channel position; and (Cd) to neither the Company’s Knowledge, no MVPD that had previously carried the signal Company nor any of its Subsidiaries has received written notice of a petition seeking FCC modification of any Market in which a Company Station ceased to carry the signal of such Station for a period of more than 24 hours for any reason, including upon expiration of retransmission consent with respect to such Stationis located.

MVPD Matters. Section 3.21 of the Company Disclosure Letter Schedule 3.23 contains, as of the date hereof, (i) a list of each retransmission consent Contract contract to which the Company or any Company Subsidiary Seller is a party with any MVPD that has more than twenty-five thousand (25,000) subscribers with respect to any Station and (ii) with respect to each Station, a list of the MVPDs that, to the Knowledge of the CompanySeller, carry such Station and have more than twenty-five thousand (25,000) subscribers with respect to such Station outside of such Station’s Market. To the Knowledge of the CompanySeller, the Company applicable Seller or the applicable Company Subsidiaries have Option Party has entered into retransmission consent Contracts contracts with respect to each MVPD that has more than twenty-five thousand (25,000) subscribers in any of the Stations’ Markets, and no MVPD is retransmitting the signal of any Station without the authorization of the Company Seller or the applicable Company SubsidiaryBelo. Each Station has made timely retransmission consent elections for the 2012-2014 retransmission consent election cycle with respect to each MVPD that has more than twenty-five thousand (25,000) subscribers in such Station’s Market. Since December 31, 2011 and until the date hereofJune 13, 2013, (A) no such MVPD has provided written notice to the Company Belo or any Company Subsidiary Seller of any material signal quality issue or has failed to respond to a request for carriage or sought any form of relief from carriage of a Station from the FCC; (B) neither the Company Belo nor any Company Subsidiary Seller has received any written notice from any such MVPD of such MVPD’s intention to delete a Station from carriage or to change such Station’s channel position; and (C) to the Company’s KnowledgeKnowledge of Seller, no MVPD that had previously carried the signal of a Station ceased to carry the signal of such Station for a period of more than 24 hours for any reason, including upon expiration of retransmission consent with respect to such Station.