Common use of REPRESENTATIONS AND WARRANTIES OF PCC Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF PCC. PCC represents and warrants to FBC as follows: (a) PCC is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. PCC has full corporate power and authority to execute and deliver this Option Agreement, the Asset Purchase Agreement and the Time Brokerage Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Option Agreement and the Time Brokerage Agreement and the consummation of the transactions contemplated hereby and thereby by PCC have been duly and validly authorized by all necessary corporate action on the part of PCC. This Option Agreement has been duly and validly executed and delivered by PCC and constitutes a legal, valid and binding agreement of PCC enforceable against PCC in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and by judicial discretion in the enforcement of equitable remedies. The Time Brokerage Agreement, when executed and delivered by PCC, will be duly and validly executed and delivered by PCC and will constitute a legal, valid and binding agreement of PCC enforceable against PCC in accordance with its terms, except as 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. (b) Except for the FCC Consent and the requirements under the HSR Act, there is no requirement applicable to PCC to make any filing with, or to obtain any permit, authorization, consent or approval of, any governmental or regulatory authority as a condition to the execution and delivery by PCC of this Option Agreement, the Asset Purchase Agreement or the Time Brokerage Agreement or the performance by PCC of its obligations thereunder. (c) Subject to obtaining the FCC Consent, satisfying the requirements under the HSR Act and obtaining the consents of third parties identified on Schedule 4.5 to the Asset Purchase Agreement, the execution, delivery and performance of this Option Agreement, the Asset Purchase Agreement and the Time Brokerage Agreement by PCC will not (i) conflict with PCC's organizational documents, (ii) result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, agreement, or lease to which PCC is a party or by which any of its assets are bound, or (iii) to PCC's knowledge, violate any statute, law, rule, regulation, order, writ, injunction or decree applicable to PCC. (d) The representations and warranties of PCC set forth in Sections 4.4 through and including 4.7 of the Asset Purchase Agreement are incorporated herein by reference, and PCC hereby makes each such representation and warranty to FBC as if each such representation and warranty were expressly set forth herein. PCC acknowledges and agrees that PCC's representations and warranties contained in this Section 9 are a material inducement to FBC's agreement to enter into and perform this Option Agreement.

REPRESENTATIONS AND WARRANTIES OF PCC. PCC hereby represents and warrants to FBC NBCU and the Xxxxxx Stockholders that on and as followsof the date hereof: (a) PCC is a corporation duly organized, validly existing and in good standing under the laws of the State jurisdiction of Delaware. PCC its incorporation and has full corporate all necessary power and authority to execute and deliver this Option Agreemententer into each of the Transaction Agreements to which it is a party, the Asset Purchase Agreement and the Time Brokerage Agreement to carry out its obligations thereunder and to consummate the transactions contemplated hereby thereby. PCC is duly licensed or qualified to do business and therebyis in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed or qualified and in good standing would not adversely affect the ability of PCC to carry out its obligations under, and to consummate the transactions contemplated by, each of the Transaction Agreements to which it is a party. The execution and delivery by PCC of this Option Agreement and each of the Time Brokerage Agreement Transaction Agreements to which it is a party, the performance by PCC of its obligations thereunder and the consummation by PCC of the transactions contemplated hereby and thereby by PCC have been duly and validly authorized by all necessary corporate requisite action on the part of PCCPCC and approved by the special committee of the PCC Board. This Option Agreement Each of the Transaction Agreements to which it is a party has been or, upon execution, shall have been duly and validly executed and delivered by PCC PCC, and (assuming due authorization, execution and delivery by the other parties) each of the Transaction Agreements to which it is a party constitutes a or, upon execution, shall constitute legal, valid and binding agreement obligations of PCC PCC, enforceable against PCC in accordance with its terms, except as such enforceability may be limited by subject to the effect of any applicable bankruptcy, insolvency (including all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors' ’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). PCC’s by-laws have been validly amended and restated in connection with the transactions contemplated by judicial discretion the Transaction Agreements and true and correct copies of such amended and restated by-laws have been supplied to NBCU. (b) (i) As of the date hereof, the authorized capital stock of PCC consists of (A)(1) 215,000,000 shares of Class A Common Stock of which, as of November 2, 2005, 64,582,424 shares were issued and outstanding, (2) 35,000,000 shares of Class B Common Stock of which 8,311,639 shares are issued and outstanding and (3) 77,500,000 shares of Class C Common Stock of which no shares are issued and outstanding, and (B) 1,000,000 shares of preferred stock of which (1) 72,000 shares have been designated as 141/4% Cumulative Junior Exchangeable Preferred Stock of which 49,610 shares are issued and outstanding, (2) 17,500 shares have been designated as 93/4% Convertible Preferred Stock, with a current conversion price of $16.00 per share, of which 15,162 shares are issued and outstanding, and (3) 60,607 shares have been designated as Series B Preferred Stock all of which are issued and outstanding (collectively, with any additional shares of preferred stock that may be issued as dividends thereon, the “Existing Preferred Stock”). As of November 2, 2005, no shares of capital stock were held in treasury, and no shares of capital stock were reserved for issuance except for (i) 2,211,298 shares of Class A Common Stock reserved in respect of stock options outstanding as of such date, (ii) 10,937,500 shares of Class A Common Stock reserved in respect of the enforcement 93/4% Series A Convertible Preferred Stock, (iii) 32,032,127 shares of equitable remediesClass A Common Stock reserved in respect of the Warrants, (iv) 8,311,639 shares of Class A Common Stock reserved in respect of the Class B Common Stock and (v) 31,896,032 shares of Class A and Class C Common Stock reserved in respect of the Series B Preferred Stock. All of the issued and outstanding shares of PCC’s capital stock have been duly and validly authorized and issued and are fully paid and nonassessable and not subject to preemptive rights. Since November 2, 2005, PCC has not issued any shares of capital stock of PCC or granted or entered into any options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the capital stock of PCC or obligating PCC to issue or sell any capital stock of PCC, or any other interest in, PCC, other than pursuant to one or more of the Transaction Agreements or pursuant to the exercise of options to acquire shares of Class A Common Stock outstanding on November 2, 2005 in an amount not in excess of the amount set forth in clause (i) of this Section 4(b). (ii) The Time Brokerage AgreementPCC Board has adopted a resolution to amend PCC’s certificate of incorporation, and declared its advisability, to increase the number of authorized shares of Common Stock, Class A Common Stock and Class C Common Stock to 857,000,000, 505,000,000 and 317,000,000, respectively, of which the PCC Board has determined to reserve for issuance, subject to the approval of such amendment by the stockholders of PCC at a duly convened meeting and the filing of a certificate of amendment with the Secretary of State of the State of Delaware, 303,035,000 shares of Class A and Class C Common Stock into which the Series B Preferred Stock will be convertible (the “Conversion Shares”) and, when executed and delivered by PCCissued upon conversion of the Series B Preferred Stock in accordance with the terms thereof, such Conversion Shares will be duly and validly executed authorized and delivered issued, fully paid and nonassessable and not subject to preemptive rights, and the owner of such shares will have good title thereto, free and clear of all Liens (other than any Lien created by PCC and will constitute a legal, valid and binding agreement of PCC enforceable against PCC in accordance with its terms, except as such enforceability may be affected by bankruptcy, insolvency or similar laws affecting creditors' rights generally and by judicial discretion in the enforcement of equitable remediesowner). (biii) Except for Other than (A) the FCC Consent requirement to issue the Conversion Shares, (B) the shares referred to in subsection (b)(i) and (C) as contemplated by the requirements under the HSR ActTransaction Agreements, there is (1) no requirement applicable equity securities of PCC are or may become required to PCC be issued by reason of any options, warrants, rights to make any filing withsubscribe to, calls, preemptive rights, or commitments of any character whatsoever, (2) there are outstanding no securities or rights convertible into or exchangeable for shares of any capital stock of PCC and (3) there are no contracts, commitments, understandings or arrangements by which PCC is or will be bound to obtain any permit, authorization, consent or approval of, any governmental or regulatory authority as a condition to the execution and delivery by PCC of this Option Agreement, the Asset Purchase Agreement or the Time Brokerage Agreement or the performance by PCC issue additional shares of its obligations thereundercapital stock or securities or rights convertible into or exchangeable for shares of its capital stock or options, warrants or rights to purchase or acquire any additional shares of its capital stock. Except as required by the terms of the Existing Preferred Stock, PCC is not subject to any obligation (contingent or otherwise) to repurchase, redeem or otherwise acquire or retire any of its capital stock. (civ) Subject to obtaining The consummation of the FCC Consent, satisfying transactions contemplated by each of the requirements under the HSR Act and obtaining the consents of third parties identified on Schedule 4.5 to the Asset Purchase Agreement, the execution, delivery and performance of this Option Agreement, the Asset Purchase Agreement and the Time Brokerage Agreement by PCC Transaction Agreements will not (i) conflict with PCC's organizational documents, (ii) result in a default (trigger the anti-dilution provisions or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions other price adjustment mechanisms of any noteoutstanding subscriptions, bondoptions, mortgagewarrants, agreementcalls, contracts, preemptive rights, demands, commitments, conversion rights or lease to other agreements or arrangements of any character or nature whatsoever under which PCC is a party or by which any of may be obligated to issue or acquire its assets are bound, or (iii) to PCC's knowledge, violate any statute, law, rule, regulation, order, writ, injunction or decree applicable to PCCcapital stock. (d) The representations and warranties of PCC set forth in Sections 4.4 through and including 4.7 of the Asset Purchase Agreement are incorporated herein by reference, and PCC hereby makes each such representation and warranty to FBC as if each such representation and warranty were expressly set forth herein. PCC acknowledges and agrees that PCC's representations and warranties contained in this Section 9 are a material inducement to FBC's agreement to enter into and perform this Option Agreement.

REPRESENTATIONS AND WARRANTIES OF PCC. PCC hereby represents and warrants to FBC NBCU and the Paxson Stockholders that on and as followsof the date hereof: (a) PCC is PXX xx a corporation duly organized, validly existing and in good standing under the laws of the State jurisdiction of Delaware. PCC its incorporation and has full corporate all necessary power and authority to execute and deliver this Option Agreemententer into each of the Transaction Agreements to which it is a party, the Asset Purchase Agreement and the Time Brokerage Agreement to carry out its obligations thereunder and to consummate the transactions contemplated hereby thereby. PCC is duly licensed or qualified to do business and therebyis in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed or qualified and in good standing would not adversely affect the ability of PCC to carry out its obligations under, and to consummate the transactions contemplated by, each of the Transaction Agreements to which it is a party. The execution and delivery by PCC of this Option Agreement and each of the Time Brokerage Agreement Transaction Agreements to which it is a party, the performance by PCC of its obligations thereunder and the consummation by PCC of the transactions contemplated hereby and thereby by PCC have been duly and validly authorized by all necessary corporate requisite action on the part of PCCPCC and approved by the special committee of the PCC Board. This Option Agreement Each of the Transaction Agreements to which it is a party has been or, upon execution, shall have been duly and validly executed and delivered by PCC PCC, and (assuming due authorization, execution and delivery by the other parties) each of the Transaction Agreements to which it is a party constitutes a or, upon execution, shall constitute legal, valid and binding agreement obligations of PCC PCC, enforceable against PCC in accordance with its terms, except as such enforceability may be limited by subject to the effect of any applicable bankruptcy, insolvency (including all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors' rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). PCC's by-laws have been validly amended and restated in connection with the transactions contemplated by judicial discretion the Transaction Agreements and true and correct copies of such amended and restated by-laws have been supplied to NBCU. (i) As of the date hereof, the authorized capital stock of PCC consists of (A)(1) 215,000,000 shares of Class A Common Stock of which, as of November 2, 2005, 64,582,424 shares were issued and outstanding, (2) 35,000,000 shares of Class B Common Stock of which 8,311,639 shares are issued and outstanding and (3) 77,500,000 shares of Class C Common Stock of which no shares are issued and outstanding, and (B) 1,000,000 shares of preferred stock of which (1) 72,000 shares have been designated as 14 1/4% Cumulative Junior Exchangeable Preferred Stock of which 49,610 shares are issued and outstanding, (2) 17,500 shares have been designated as 9 3/4% Convertible Preferred Stock, with a current conversion price of $16.00 per share, of which 15,162 shares are issued and outstanding, and (3) 60,607 shares have been designated as Series B Preferred Stock all of which are issued and outstanding (collectively, with any additional shares of preferred stock that may be issued as dividends thereon, the "Existing Preferred Stock"). As of November 2, 2005, no shares of capital stock were held in treasury, and no shares of capital stock were reserved for issuance except for (i) 2,211,298 shares of Class A Common Stock reserved in respect of stock options outstanding as of such date, (ii) 10,937,500 shares of Class A Common Stock reserved in respect of the enforcement 9 3/4% Series A Convertible Preferred Stock, (iii) 32,032,127 shares of equitable remediesClass A Common Stock reserved in respect of the Warrants, (iv) 8,311,639 shares of Class A Common Stock reserved in respect of the Class B Common Stock and (v) 31,896,032 shares of Class A and Class C Common Stock reserved in respect of the Series B Preferred Stock. All of the issued and outstanding shares of PCC's capital stock have been duly and validly authorized and issued and are fully paid and nonassessable and not subject to preemptive rights. Since November 2, 2005, PCC has not issued any shares of capital stock of PCC or granted or entered into any options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the capital stock of PCC or obligating PCC to issue or sell any capital stock of PCC, or any other interest in, PCC, other than pursuant to one or more of the Transaction Agreements or pursuant to the exercise of options to acquire shares of Class A Common Stock outstanding on November 2, 2005 in an amount not in excess of the amount set forth in clause (i) of this Section 4(b). (ii) The Time Brokerage AgreementPCC Board has adopted a resolution to amend PCC's certificate of incorporation, and declared its advisability, to increase the number of authorized shares of Common Stock, Class A Common Stock and Class C Common Stock to 857,000,000, 505,000,000 and 317,000,000, respectively, of which the PCC Board has determined to reserve for issuance, subject to the approval of such amendment by the stockholders of PCC at a duly convened meeting and the filing of a certificate of amendment with the Secretary of State of the State of Delaware, 303,035,000 shares of Class A and Class C Common Stock into which the Series B Preferred Stock will be convertible (the "Conversion Shares") and, when executed and delivered by PCCissued upon conversion of the Series B Preferred Stock in accordance with the terms thereof, such Conversion Shares will be duly and validly executed authorized and delivered issued, fully paid and nonassessable and not subject to preemptive rights, and the owner of such shares will have good title thereto, free and clear of all Liens (other than any Lien created by PCC and will constitute a legal, valid and binding agreement of PCC enforceable against PCC in accordance with its terms, except as such enforceability may be affected by bankruptcy, insolvency or similar laws affecting creditors' rights generally and by judicial discretion in the enforcement of equitable remediesowner). (biii) Except for Other than (A) the FCC Consent requirement to issue the Conversion Shares, (B) the shares referred to in subsection (b)(i) and (C) as contemplated by the requirements under the HSR ActTransaction Agreements, there is (1) no requirement applicable equity securities of PCC are or may become required to PCC be issued by reason of any options, warrants, rights to make any filing withsubscribe to, calls, preemptive rights, or commitments of any character whatsoever, (2) there are outstanding no securities or rights convertible into or exchangeable for shares of any capital stock of PCC and (3) there are no contracts, commitments, understandings or arrangements by which PCC is or will be bound to obtain any permit, authorization, consent or approval of, any governmental or regulatory authority as a condition to the execution and delivery by PCC of this Option Agreement, the Asset Purchase Agreement or the Time Brokerage Agreement or the performance by PCC issue additional shares of its obligations thereundercapital stock or securities or rights convertible into or exchangeable for shares of its capital stock or options, warrants or rights to purchase or acquire any additional shares of its capital stock. Except as required by the terms of the Existing Preferred Stock, PCC is not subject to any obligation (contingent or otherwise) to repurchase, redeem or otherwise acquire or retire any of its capital stock. (iv) The consummation of the transactions contemplated by each of the Transaction Agreements will not trigger the anti-dilution provisions or other price adjustment mechanisms of any outstanding subscriptions, options, warrants, calls, contracts, preemptive rights, demands, commitments, conversion rights or other agreements or arrangements of any character or nature whatsoever under which PCC is or may be obligated to issue or acquire its capital stock. (c) Subject Assuming that all consents, approvals, authorizations and other actions described in Section 4(d) have been obtained, all filings required by Section 2(f)(ii) and (iii) have been made, all filings and notifications listed in Schedule 4(d) have been made and any applicable waiting period has expired or been terminated, and except as may result from any facts or circumstances relating solely to obtaining the FCC Consent, satisfying the requirements under the HSR Act and obtaining the consents of third parties identified on Schedule 4.5 to the Asset Purchase Agreementany NBCU Entity, the execution, delivery and performance of this Option Agreement, the Asset Purchase Agreement and the Time Brokerage Agreement by PCC will not (i) conflict with PCC's organizational documents, (ii) result in a default (or give rise to any right of termination, cancellation or acceleration) under any each of the terms, conditions or provisions of any note, bond, mortgage, agreement, or lease Transaction Agreements to which PCC is a party do not and will not (i) violate, conflict with or result in the breach of the certificate of incorporation or by which laws (or similar organizational documents) of PCC, (ii) conflict with or violate any law or Governmental Order applicable to PCC or any of its assets are bound, subsidiaries or (iii) result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to PCC's knowledgeothers any rights of termination, violate acceleration or cancellation of, any statutenote, lawbond, rulemortgage or indenture, regulationcontract, orderagreement, writlease, injunction sublease, license, permit, franchise or decree applicable other instrument or arrangement to PCCwhich PCC or any of its subsidiaries is a party, except, in the case of clauses (ii) and (iii), as would not materially and adversely affect the ability of PCC to carry out its obligations under, and to consummate the transactions contemplated by, each of the Transaction Agreements to which PCC is a party. (d) The representations execution, delivery and warranties performance by PCC of each of the Transaction Agreements to which PCC is or will be a party and the transactions contemplated thereby do not and will not require any consent, approval, authorization or other order of, action by, filing with or notification to, any Governmental Authority, except (i) as described in Schedule 4(d), (ii) the pre-merger notification and waiting period requirements of the HSR Act and the approval by the FCC pursuant to Section 310(d) of the Communications Act in the event of the exercise of the Call Right, the conversion of a sufficient number of shares of Series B Preferred Stock such that, following such conversion, a Paxson Stockholder is no longer the Single Majority Stockholder of PCC set forth in Sections 4.4 through and including 4.7 (xx xhat term is defined by the FCC), or the purchase of the Asset Class B Common Stock by PCC pursuant to the PCC Stock Purchase Agreement, (iii) where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not prevent or materially delay the consummation by PCC of the transactions contemplated by each of the Transaction Agreements to which it is a party or (iv) as may be necessary as a result of any facts or circumstances relating solely to the other parties hereto. Prior to the date hereof, PCC filed with the FCC all of the applications necessary to obtain the approvals required to consummate the Station Level Restructuring. By public notice released on September 2, 2005, the FCC announced the grant of the initial approvals required to consummate the Station Level Restructuring with respect to all PCC Television Stations other than those licensed to Paxson Communications LPTV, Inc., and, by public notice released on Sexxxxxxr 12, 2005, the FCC announced the grant of the initial approvals required to consummate the Station Level Restructuring with respect to all PCC Television Stations licensed to Paxson Communications LPTV, Inc. The foregoing FCC grants have become Xxxxx Orders. (e) PCC has furnished or made available to NBCU true and complete copies, including all amendments thereto, of the following agreements: (i) Master Agreement are incorporated herein by referencefor Overnight Programming, Use of Digital Capacity and Public Interest Programming, dated as of September 10, 1999 (the "CNI Master Agreement"), between The Christian Network, Inc., a Florida not-for-profit corporation ("CNI"), and PCC hereby makes PCC, as amended by the First Amendment to CNI Master Agreement, dated as of June 13, 2005, between CNI and PCC. (ii) Each of the Station Agreements for Overnight Programming, Use of Digital Capacity and Public Interest Programming (the "CNI Station Agreements") between CNI and each such representation and warranty to FBC as if each such representation and warranty were expressly set forth herein. PCC acknowledges and agrees that of PCC's representations television stations, as amended by the First Amendments to the CNI Station Agreements, dated as of August 23, 2005, between subsidiaries of CNI and warranties contained subsidiaries of PCC. (iii) Letter Agreement, dated June 13, 2005, between CNI and PCC with respect to the PCC's provision to CNI of certain satellite uplink and related services. (f) The Special Committee of the PCC Board has received (i) a written opinion from an independent investment banking firm of national standing, dated as of November 6, 2005, with respect to the fairness, from a financial point of view, of the consideration to be offered to, distributed to or retained by, as applicable, the Eligible Stockholders, which is in this Section 9 form and substance acceptable to the Special Committee of the PCC Board and subject to the qualifications, assumptions and other limitations provided therein; and (ii) an independent investment banking firm of national standing, dated as of November 6, 2005, as required by certain debt and preferred stock instruments of PCC, that certain of the transactions contemplated by the Transaction Agreements are fair, from a material inducement financial point of view, to FBC's agreement PCC and its Restricted Subsidiaries (as such term is defined in the applicable debt and preferred stock instruments of PCC). True and correct copies of such opinions have been furnished to enter into and perform this Option AgreementNBCU.