The Systems. 3.10.1 To the Sellers' knowledge, all of the Equipment is in good working order and repair, complies in all material respects with all applicable Licenses and Laws and with all rules, regulations and standards of all Governmental Authorities regarding its intended use. None of the Holding Companies directly owns any material cable television Equipment.
3.10.2 To the Sellers' knowledge, each of the Operating Companies is duly authorized under applicable Laws to distribute to Subscribers all the signals carried or proposed to be carried and has all Licenses required to operate all earth stations and microwave and other transmission facilities used or proposed to be used in the Systems of the Companies in compliance with applicable Laws.
The Systems. (a) Each of the Companies and the Systems are in compliance with all applicable federal, state and local laws, rules and regulations, including without limitation the Telecommunications Act of 1996, the Communications Act of 1934, as amended, the Cable Communications Policy Act of 1984, the Cable Television Consumer Protection and Competition Act of 1992, the Copyright Revisions Act of 1976, and the rules and policies of the FCC, the FAA and the Copyright Office, 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 could not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect. 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):
(i) the communities included in the Franchise Areas have been registered with the FCC;
(ii) all of the annual performance tests on the Systems required under the rules and policies of the FCC have been performed and the results of such tests demonstrate satisfactory compliance with the applicable requirements being tested in all material respects;
(iii) the Companies have filed all material reports and other submissions required to be filed with the FCC with respect to the Systems and their operations;
(iv) the Systems currently meet or exceed the technical standards set forth in the rules and policies of the FCC, including, without limitation, the leakage limits contained in 47 C.F.R. Section 76.605(a)(11);
(v) the channel capacities of the New England Systems are 36, 50 and 62 channels, representing approximately 45%, 22% and 33% of New England cable subscribers; the MCT Systems have a capacity of 60-channels; the San German System has a capacity of 50-channels; and each System is fully addressable or capable thereof and delivers picture quality that complies in all material respects with applicable FCC requirements and the requirements of the applicable Franchises;
(vi) the Systems are 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 ...
The Systems. (a) Schedule 4.5(a) sets forth a true and accurate statement, as of the date(s) set forth in said Schedule, of the following information with respect to each System: (i) the megahertz capacity of such System, the approximate miles of plant operating at the applicable megahertz capacity of such System and the approximate number of aerial and underground miles of plant served by such System; (ii) the approximate number of total basic subscribers, including EBUs, subscribers residing or located in multiple dwelling units, Promotional Subscribers, subscribers to Basic Cable Service, Expanded Basic Cable Service, Digital Cable Service, Premium Service and Data Service served by such System and the average revenue per subscriber for certain subscriber categories as set forth in the Schedule, each as of March 31, 2005; and (iii) the approximate number of dwelling units and commercial establishments passed by such System. Schedule 4.5(e) sets forth a true and accurate statement as of the date(s) set forth in said Schedule of certain additional operating specifications for the Systems (other than the portion of the San Xxxx System being rebuilt). The Cable Venture has made available to the Buyer the true and correct channel lineup for each System as of January 1, 2005.
(i) Except as set forth on Schedule 4.5(b), the Companies have operated the Systems in compliance in all material respects with: (A) the Communications Act of 1934, as amended (the “Communications Act”); (B) the Cable Communications Policy Act of 1984; (C) the Cable Television Consumer Protection and Competition Act of 1992 (the “1992 Act”); (D) the Telecommunications Act of 1996; (E) the Copyright Act of 1976, as amended (the “Copyright Act”); (F) all rules and regulations of the FCC and the Copyright Office; (G) Act No. 213 of September 12, 1996, as amended (the “Puerto Rico Telecommunications Act”), and Regulation 5761 of February 28, 1998, as amended, Regulation for Cable Companies, enacted by the Puerto Rico Board under the Puerto Rico Telecommunications Act; and (H) all other applicable Legal Requirements relating to the construction, maintenance, ownership and operation of the Systems; provided, however, that notwithstanding anything to the contrary in this Agreement, no representation or warranty is made with respect to compliance with Legal Requirements pertaining to utility poles, including, without limitation, pole make ready and grounding and bonding of cable television systems, or with r...
The Systems. (a) Each Borrower and the Systems owned or to be owned by it are in substantial compliance in all material respects with all applicable federal, state and local laws, rules and regulations, including the Communications Act of 1934, the Cable Communications Policy Act of 1984, the Cable Television Consumer Protection and Competition Act of 1992, the Copyright Revision Act of 1976, and the rules and regulations of the FCC and the United States Copyright Office, including 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. Without limiting the generality of the foregoing:
The Systems. The Systems are proprietary to Medirisk and is provided under license and subscription to healthcare facilities whereby each facility's staff are trained and certified in the use of Clinical Rating Instruments for monitoring patient conditions. Medirisk provides its licensees with Facility Outcomes Reports for use in evaluating program effectiveness and efficiency and comparison of those results to like programs and patient populations. The Systems include the following Instruments (the Comorbid Disease Status Instrument comprising a part of every Instrument; General Rehabilitation Outcomes Instruments; and the functional independence measure instrument comprising a part of the Medical and General Rehabilitation Outcomes Instruments):
The Systems. The systems listed in Attachment “A” (the “Systems” or the “Pleasure Systems”) are hereby authorized to distribute the Pleasure Service in accordance with this Agreement. Affiliate represents and warrants that all Systems are at least [***] percent ([***]%) owned by or are managed by Affiliate. Additional Systems may be added to Attachment A by Affiliate on written notice supplied to Network. Affiliate may delete any System from Attachment A upon notice to Network.
The Systems. CONFIDENTIALITY.
A. If IFTC provides the Fund direct access to the computerized investment portfolio custody, record-keeping and accounting systems used by IFTC ("Systems") or if IFTC and the Fund agree to utilize any electronic system of communication, the Fund agrees to implement and enforce appropriate security policies and procedures to prevent unauthorized or improper access to or use of the Systems or such other system.
B. The Fund will preserve the confidentiality of the Systems and the tapes, books, reference manuals, instructions, records, programs, documentation and information of, and other materials relevant to, the Systems and the business of IFTC ("Confidential Information"). The Fund agrees that it will not voluntarily disclose any such Confidential Information to any other person other than its own employees who reasonably have a need to know such information pursuant hereto. The Fund will return all such Confidential Information to IFTC upon termination or expiration hereof.
C. The Fund has been informed that the Systems are licensed for use by IFTC from one or more third parties ("Licensors"), and the Fund acknowledges that IFTC and Licensors have proprietary rights in and to the Systems and all other IFTC or Licensor programs, code, techniques, know-how, data bases, supporting documentation, data formats, and procedures, including without limitation any changes or modifications made at the request or expense or both of the Fund (collectively, the '"Protected Information"). The Fund acknowledges that the Protected Information constitutes confidential material and trade secrets of IFTC and Licensors. The Fund will preserve the confidentiality of the Protected Information, and Fund hereby acknowledges that any unauthorized use, misuse, disclosure or taking of Protected Information, residing or existing internal or external to a computer, computer system, or computer network, or the knowing and unauthorized accessing or causing to be accessed of any computer, computer system, or computer network, may be subject to civil liabilities and criminal penalties under applicable law. Fund will so inform employees and agents who have access to the Protected Information or to any computer equipment capable of accessing the same. Licensors are intended to be and are third party beneficiaries of Fund's obligations and undertakings contained in this Section.
D. The Fund hereby represents and warrants to IFTC that it has determined to its satisfaction tha...
The Systems. The PTK Companies have been authorized to construct, own and operate cable television systems in the Republic of Poland. The cable systems are referred to as the "Systems".
The Systems the benefit (subject to the burden) of the Contracts so far as the Club can assign the same; and
The Systems
