Comcast Covenants Clause Samples
The "Comcast Covenants" clause sets out specific promises or obligations that Comcast, as a party to the agreement, must uphold throughout the term of the contract. These covenants may include requirements for Comcast to maintain certain business practices, refrain from specific actions, or fulfill ongoing operational commitments, such as compliance with laws or maintaining financial standards. By clearly outlining these duties, the clause ensures that Comcast's conduct aligns with the expectations of the other party, thereby reducing risk and promoting transparency in the contractual relationship.
Comcast Covenants. Comcast shall not be permitted in any event to offer or conduct promotional campaigns for the Included Programs offering free buys, including without limitation “two-for-one” promotions (by coupons, rebate or otherwise) without Studio’s prior written consent. Comcast shall not charge any club fees, access fees, monthly service fees or similar fees specifically for access to the Licensed Service containing Included Programs (but not referring to any equipment purchase or rental fee or any high speed data fees (whether on a usage or other basis); provided that such fee or any portion thereof is not creditable against any customer per transaction fees), or offer the Included Programs on a subscription or negative option basis (i.e., a fee arrangement whereby a consumer is charged alone, or in any combination, a service charge, a separate DHE charge or other charge but is entitled to a reduction or series of reductions thereto on a program by program basis if such consumer affirmatively elects not to receive or have available for reception such program) without Studio’s prior written consent.
Comcast Covenants. 4.9.1 Comcast shall not be permitted in any event to offer or conduct promotional campaigns for the Included Programs offering free buys, including without limitation “two-for-one” promotions (by coupons, rebate or otherwise) without Studio’s prior written consent. Comcast shall not charge any club fees, access fees, monthly service fees or similar fees specifically for access to the Licensed Service containing Included Programs (but not referring to any equipment purchase or rental fee or any high speed data fees (whether on a usage or other basis); provided that such fee or any portion thereof is not creditable against any customer per transaction fees), or offer the Included Programs on a subscription or negative option basis (i.e., a fee arrangement whereby a consumer is charged alone, or in any combination, a service charge, a separate DHE charge or other charge but is entitled to a reduction or series of reductions thereto on a program by program basis if such consumer affirmatively elects not to receive or have available for reception such program) without Studio’s prior written consent.
4.9.2 Studio acknowledges that, although the TOS (as defined below) clearly prohibits any use of Included Programs other than Personal Use, the distribution technology used by Comcast in connection with the Licensed Service is not capable of controlling or detecting whether a Customer’s viewing is “private” or whether a user charges an access fee and, accordingly, any such use that is unknown to and unauthorized by Comcast by a Customer shall not be deemed a breach by Comcast hereunder. If Comcast discovers or is otherwise notified that an Included Program is being exhibited or has been exhibited for other than Personal Use, Comcast shall promptly (i) generally notify Licensor of the nature of such non Personal Use; and
Comcast Covenants. Except as AT&T may otherwise consent in writing (which consent shall not be unreasonably withheld), between the date of this Agreement and the Closing, the Comcast Parties:
7.3.1. will promptly, after obtaining Knowledge thereof, notify AT&T of any fact, circumstance, event or action by it or otherwise the existence, occurrence or taking of which would reasonably be expected to result in the condition set forth in Section 8.3.1 not being satisfied on the Closing, and will use its reasonable best efforts to remedy the same to the extent such remedy is within the reasonable control of the Comcast Parties, and to satisfy such condition to AT&T's obligation to consummate the transactions contemplated by this Agreement; and
7.3.2. will use its reasonable best efforts to challenge and contest any Litigation brought against or otherwise involving any Comcast Party that could reasonably be expected to result in the imposition of Legal Requirements that could reasonably be expected to cause the conditions to the Closing not to be satisfied.
Comcast Covenants. 44 7.4. No Transfer of Qualified Shares.............................44 7.5. Employees...................................................44 7.6. Leased Vehicles; Other Capital Leases.......................50 7.7. Required Consents; Franchise Renewal........................50 7.8. Title Commitments and Surveys...............................52 7.9. HSR Act Notification........................................52 7.10. Sales and Transfer Taxes....................................53 7.11. Programming.................................................53 7.12.
Comcast Covenants