Common use of System Compliance Clause in Contracts

System Compliance. (a) Except as otherwise expressly provided herein and in the Schedules hereto, Seller's operation of each of the Systems and the Business is in material compliance with all applicable Legal Requirements, including without limitation, the Communications Act, the Copyright Act, the Cable Act, the Occupational Safety and Health Act, and the rules and regulations of the FCC, the United States Copyright Office, and the Equal Employment Opportunity Commission including, without limitation, rules and laws governing system registration, use of aeronautical frequencies and signal carriage, equal employment opportunity, cumulative leakage index testing and reporting, signal leakage, and subscriber privacy, except to the extent that the failure to so comply with any of the foregoing could not (either individually or in the aggregate) reasonably be expected to have a material adverse effect on the Assets, the Systems or the Business. Without limiting the generality of the foregoing except to the extent that the failure to comply with any of the following could not (either individually or in the aggregate) reasonably be expected to have a material adverse effect on the Assets, the Systems or the Business and except as set forth in Schedule 5.10 hereto: ------------- (i) the Franchises have been registered with the FCC; (ii) all of the annual performance tests on each of the Systems required under the rules and regulations of the FCC have been performed to 330 MHZ, and the results of such tests demonstrate satisfactory compliance with the applicable requirements being tested in all material respects; (iii) each of the Systems concurrently meet or exceed the technical standards set forth in the rules and regulations of the FCC, including, without limitation, the leakage limits contained in 47 C.F.R. Section 76.605 (a) (11); (iv) each of the Systems is being operated in compliance with the provisions of 47 C.F.R. Sections 76.610 through 76.619 (mid-band and super-band signal carriage), including 47 C.F.R. Section 76.611 (compliance with the cumulative signal leakage index) to the extent applicable; (v) each of the Systems is presently being operated in compliance with such authorizations and all required certificates, permits and clearances from governmental agencies, including the FAA, with respect to all towers, CARS station licenses, business radios and frequencies utilized and carried by the Systems have been obtained; and (vi) all notices to subscribers of the Systems required by the rules and regulations of the FCC have been provided. (b) All notices, statements of account, supplements and other documents required under Section 111 of the Copyright Act and under the rules of the Copyright Office with respect to the carriage of off-air signals by the Systems have been duly filed, and the proper amount of copyright fees have been paid on a timely basis (except as to potential copyright liability arising from the performance, exhibition or carriage of any music on the Systems which applies to or affects the cable television industry generally), and the Systems qualify for the compulsory license under Section 111 of the Copyright Act, except to the extent that the failure to so file or pay could not (either individually or in the aggregate) reasonably be expected to have an adverse effect on the Assets, the Systems or the Business. (c) The carriage of all television station signals (other than satellite super stations) by the Systems is permitted by valid transmission consent agreements or by must-carry elections by broadcasters. (d) Seller is in compliance with its obligations with regard to protecting the privacy rights of any past or present customers of the Systems except to the extent that failure to so comply could not (either individually or in the aggregate) reasonably be expected to have an adverse effect on the Assets, the Business or the Systems. (e) To the best of Seller's knowledge, the Assets are adequate and sufficient for all of the current operations of the Systems except as set forth in this Agreement and as described in the Schedules attached hereto. (f) Except to the extent that a Governmental Authority regulates rates pursuant to the Rate Regulation Rules, Seller is not aware of any reason that the Seller cannot continue to charge its current programming rates in connection with the Seller's operation of the Systems in compliance with the Cable Act and the Rate Regulation Rules. (g) To Seller's knowledge, no reduction of rates or refunds to subscribers is required as of the date hereof. (h) Seller is in compliance with its obligations under 47 C.F.R. Part 17 concerning the construction, marking and lighting of antenna structures used by Seller in connection with the operation of each of the Systems.

System Compliance. (a) Except as otherwise expressly provided herein and in the Schedules hereto, A. Seller's operation of each of the Systems and the Business System is in material compliance with all applicable Legal Requirements, including without limitation, the Communications Act, the Copyright Act, the Cable Act, the Occupational Safety and Health Act, and the rules and regulations of the FCC, FCC and the United States Copyright Office, and the Equal Employment Opportunity Commission including, without limitation, rules and laws governing system registration, use of aeronautical frequencies and signal carriage, equal employment opportunity, cumulative leakage index testing and reporting, signal leakage, and subscriber privacy, except to the extent that the failure to so comply with any of the foregoing could not (either individually or in the aggregate) reasonably be expected to have a material adverse effect on the Assets, the Systems System or the Business. Without limiting the generality of the foregoing except to the extent that the failure to comply with any of the following could not (either individually or in the aggregate) reasonably be expected to have a material adverse effect on the Assets, the Systems System or the Business and except as set forth in Schedule 5.10 4.18 hereto: ------------- (i) the Franchises have Franchise Area has been registered with the FCC; (ii) all of the annual performance tests on each of the Systems System required under the rules and regulations of the FCC have been performed to 330 MHZ, and the results of such tests demonstrate satisfactory compliance with the applicable requirements being tested in all material respects; (iii) each of the Systems concurrently meet System currently meets or exceed exceeds the applicable technical standards set forth in the rules and regulations of the FCC, including, without limitation, the leakage limits contained in 47 C.F.R. Section 76.605 (a) (11); (iv) each of the Systems System is being operated in compliance with the provisions of 47 C.F.R. Sections 76.610 through 76.619 (mid-band and super-band signal carriage), including 47 C.F.R. Section 76.611 (compliance with the cumulative signal leakage index) to the extent applicable; (v) each of the Systems System is presently being operated in compliance with such authorizations (and all required certificates, permits and clearances from governmental agencies, including the FAAFederal Aviation Administration, with respect to all towers, CARS station licensesearth stations, business radios and frequencies utilized and carried by the Systems System have been obtained); and (vi) all notices to subscribers of the Systems System required by the rules and regulations of the FCC have been provided. (b) B. All notices, statements of account, supplements and other documents required under Section 111 of the Copyright Act and under the rules of the Copyright Office with respect to the carriage of off-air signals by the Systems System have been duly filed, and the proper amount of copyright fees have been paid on a timely basis (except as to potential copyright liability arising from the performance, exhibition or carriage of any music on the Systems which applies to or affects the cable television industry generally)basis, and the Systems qualify System qualifies for the compulsory license under Section 111 of the Copyright Act, except to the extent that the failure to so file or pay could not (either individually or in the aggregate) reasonably be expected to have an a material adverse effect on the Assets, the Systems System or the Business. (c) C. The carriage of all television station signals (other than satellite super stations) by the Systems System is permitted by valid transmission retransmission consent agreements or by must-carry elections by broadcasters. (d) D. Seller is in compliance with its obligations with regard to protecting the privacy rights of any past or present customers of the Systems System except to the extent that the failure to so comply could not (either individually or in the aggregate) reasonably be expected to have an a material adverse effect on the Assets, the Business System or the SystemsBusiness. (e) To the best of Seller's knowledge, the E. The Assets are adequate and sufficient for all of the current operations of the Systems except as set forth in this Agreement and as described in the Schedules attached heretoSystem. (f) Except to the extent that a Governmental Authority regulates rates pursuant to the Rate Regulation Rules, Seller is not aware of any reason that the Seller cannot continue to charge its current programming rates in connection with the Seller's operation of the Systems in compliance with the Cable Act and the Rate Regulation Rules. (g) F. To Seller's knowledge, no reduction of rates or refunds the System is not subject to subscribers is required effective competition as of the date hereof. (h) Seller is in compliance with its obligations under 47 C.F.R. Part 17 concerning the construction, marking and lighting of antenna structures used by Seller in connection with the operation of each of the Systems.

System Compliance. (a) Except as otherwise expressly provided herein and in the Schedules hereto, Seller's operation of each of the Systems and the Business is in material compliance with all applicable Legal Requirements, including without limitation, the Communications Act, the Copyright Act, the Cable Act, the Occupational Safety and Health Act, and the rules and regulations of the FCC, the United States Copyright Office, and the Equal Employment Opportunity Commission including, without limitation, rules and laws governing system registration, use of aeronautical frequencies and signal carriage, equal employment opportunity, cumulative leakage index testing and reporting, signal leakage, and subscriber privacy, except to the extent that the failure to so comply with any of the foregoing could not (either individually or in the aggregate) reasonably be expected to have a material adverse effect on the Assets, the Systems or the Business. Without limiting the generality of the foregoing except to the extent that the failure to comply with any of the following could not (either individually or in the aggregate) reasonably be expected to have a material adverse effect on the Assets, the Systems or the Business and except as set forth in Schedule 5.10 hereto: ------------- (i) the Franchises have been registered with the FCC; (ii) all of the annual performance tests on each of the Systems required under the rules and regulations of the FCC have been performed to 330 MHZ, except the Ajo System which have been performed to 300 MHZ, and the results of such tests demonstrate satisfactory compliance with the applicable requirements being tested in all material respects; (iii) each of the Systems concurrently meet or exceed the technical standards set forth in the rules and regulations of the FCC, including, without limitation, the leakage limits contained in 47 C.F.R. Section 76.605 (a76.605(a) (11); (iv) each of the Systems is being operated in compliance with the provisions of 47 C.F.R. Sections 76.610 through 76.619 (mid-band and super-band signal carriage), including 47 C.F.R. Section 76.611 (compliance with the cumulative signal leakage index) to the extent applicable; (v) each of the Systems is presently being operated in compliance with such authorizations and all required certificates, permits and clearances from governmental agencies, including the FAA, with respect to all towers, CARS station licenses, business radios and frequencies utilized and carried by the Systems have been obtained; and (vi) all notices to subscribers of the Systems required by the rules and regulations of the FCC have been provided. (b) All notices, statements of account, supplements and other documents required under Section 111 of the Copyright Act and under the rules of the Copyright Office with respect to the carriage of off-air signals by the Systems have been duly filed, and the proper amount of copyright fees have been paid on a timely basis (except as to potential copyright liability arising from the performance, exhibition or carriage of any music on the Systems which applies to or affects the cable television industry generally), and the Systems qualify for the compulsory license under Section 111 of the Copyright Act, except to the extent that the failure to so file or pay could not (either individually or in the aggregate) reasonably be expected to have an adverse effect on the Assets, the Systems or the Business. (c) The carriage of all television station signals (other than satellite super stations) by the Systems is permitted by valid transmission consent agreements or by must-carry elections by broadcasters. (d) Seller is in compliance with its obligations with regard to protecting the privacy rights of any past or present customers of the Systems except to the extent that failure to so comply could not (either individually or in the aggregate) reasonably be expected to have an adverse effect on the Assets, the Business or the Systems. (e) To the best of Seller's knowledge, the Assets are adequate and sufficient for all of the current operations of the Systems except as set forth in this Agreement and as described in the Schedules attached hereto. (f) Except to the extent that a Governmental Authority regulates rates pursuant to the Rate Regulation Rules, Seller is not aware of any reason that the Seller cannot continue to charge its current programming rates in connection with the Seller's operation of the Systems in compliance with the Cable Act and the Rate Regulation Rules. (g) To Seller's knowledge, no reduction of rates or refunds the Systems are not subject to subscribers is required effective competition (as defined in the Cable Act and any FCC Legal Requirements) as of the date hereof. (hg) No Governmental Authority has notified Seller is of its application to be certified to regulate rates with respect to any of the Systems as provided in compliance with its obligations under 47 C.F.R. Part 17 concerning the construction, marking and lighting of antenna structures used by Seller in connection with the operation of each of the SystemsSection 76.

System Compliance. (a) Except as otherwise expressly provided herein and in the Schedules hereto, Seller's operation of each of the Systems and the Business is in material compliance with all applicable Legal Requirements, including without limitation, the Communications Act, the Copyright Act, the Cable Act, the Occupational Safety and Health Act, and the rules and regulations of the FCC, the United States Copyright Office, and the Equal Employment Opportunity Commission including, without limitation, rules and laws governing system registration, use of aeronautical frequencies and signal carriage, equal employment opportunity, cumulative leakage index testing and reporting, signal leakage, and subscriber privacy, except to the extent that the failure to so comply with any of the foregoing could not (either individually or in the aggregate) reasonably be expected to have a material adverse effect on the Assets, the Systems or the Business. Without limiting the generality of the foregoing except to the extent that the failure to comply with any of the following could not (either individually or in the aggregate) reasonably be expected to have a material adverse effect on the Assets, the Systems or the Business and except as set forth in Schedule 5.10 hereto: ------------- (i) the Franchises have been registered with the FCC; (ii) all of the annual performance tests on each of the Systems required under the rules and regulations of the FCC have been performed to 330 MHZ, except the Ajo System which have been performed to 300 MHZ, and the results of such tests demonstrate satisfactory compliance with the applicable requirements being tested in all material respects; (iii) each of the Systems concurrently meet or exceed the technical standards set forth in the rules and regulations of the FCC, including, without limitation, the leakage limits contained in 47 C.F.R. Section 76.605 (a76.605(a) (11); (iv) each of the Systems is being operated in compliance with the provisions of 47 C.F.R. Sections 76.610 through 76.619 (mid-band and super-band signal carriage), including 47 C.F.R. Section 76.611 (compliance with the cumulative signal leakage index) to the extent applicable; (v) each of the Systems is presently being operated in compliance with such authorizations and all required certificates, permits and clearances from governmental agencies, including the FAA, with respect to all towers, CARS station licenses, business radios and frequencies utilized and carried by the Systems have been obtained; and (vi) all notices to subscribers of the Systems required by the rules and regulations of the FCC have been provided. (b) All notices, statements of account, supplements and other documents required under Section 111 of the Copyright Act and under the rules of the Copyright Office with respect to the carriage of off-air signals by the Systems have been duly filed, and the proper amount of copyright fees have been paid on a timely basis (except as to potential copyright liability arising from the performance, exhibition or carriage of any music on the Systems which applies to or affects the cable television industry generally), and the Systems qualify for the compulsory license under Section 111 of the Copyright Act, except to the extent that the failure to so file or pay could not (either individually or in the aggregate) reasonably be expected to have an adverse effect on the Assets, the Systems or the Business. (c) The carriage of all television station signals (other than satellite super stations) by the Systems is permitted by valid transmission consent agreements or by must-carry elections by broadcasters. (d) Seller is in compliance with its obligations with regard to protecting the privacy rights of any past or present customers of the Systems except to the extent that failure to so comply could not (either individually or in the aggregate) reasonably be expected to have an adverse effect on the Assets, the Business or the Systems. (e) To the best of Seller's knowledge, the Assets are adequate and sufficient for all of the current operations of the Systems except as set forth in this Agreement and as described in the Schedules attached hereto. (f) Except to the extent that a Governmental Authority regulates rates pursuant to the Rate Regulation Rules, Seller is not aware of any reason that the Seller cannot continue to charge its current programming rates in connection with the Seller's operation of the Systems in compliance with the Cable Act and the Rate Regulation Rules. (g) To Seller's knowledge, no reduction of rates or refunds to subscribers is required as of the date hereof. (h) Seller is in compliance with its obligations under 47 C.F.R. Part 17 concerning the construction, marking and lighting of antenna structures used by Seller in connection with the operation of each of the Systems.