Franchises and Licenses. Except as disclosed on SCHEDULE 4.5, Seller is not bound or affected by any (a) "franchise," as such term is defined in Section 602 of the Communications Act (47 U.S.C. 522), in connection with the operation of the Business, (b) license, authorization or permit issued by the FCC that relates to the Systems or the operation of the Business or (c) any licenses, authorizations or permits of any other Governmental Authority (other than those described in clauses (a) or (b)) which are individually or in the aggregate material to the Business or the Systems. Seller has provided Buyer with access to true and complete copies of each Franchise and License disclosed on SCHEDULE 4.5. SCHEDULE 4.5 discloses the specific Seller bound or affected by each Franchise. To the extent that SCHEDULE 4.5 fails to disclose the specific Seller bound or affected by each item listed thereon or any license, authorization or permit of any Governmental Authority, Seller will provide such information to Buyer within 30 days after the date of this Agreement. Except as disclosed on SCHEDULE 4.5, the Franchises and Licenses are currently in full force and effect under all applicable Legal Requirements according to their terms and Seller is not in breach or default of any terms or conditions thereunder and no event has occurred that, with notice or lapse of time or both would constitute a breach, violation or default thereunder by Seller. Except as disclosed on SCHEDULE 4.5, there is no legal action, governmental proceeding or investigation, pending or, to
Franchises and Licenses. 15 4.6. Contracts.........................................................15 4.7. Real Property.....................................................16 4.8.
Franchises and Licenses. Except as disclosed on Schedule 4.5, Seller is not bound or affected by any (a) Franchise in connection with the operation of the Business or (b) license, authorization or permit issued by the FCC or other Governmental Permit that, in each case, relates to the Systems or the operation of the Business. Except as disclosed on Schedule 4.5, the Franchises, Licenses and other Governmental Permits are currently in full force and effect and Seller is not and, to Seller's Knowledge, no other party thereto is, in material breach or default of any terms or conditions thereunder. Seller has delivered to Buyer true and complete copies of the Franchises. Except as disclosed on Schedule 4.5, there is no legal action, governmental proceeding or investigation, pending or, to Seller's Knowledge, threatened, to terminate, suspend or modify any Franchise, License or other Governmental Permit. As of the date of this Agreement, except as disclosed on Schedule 4.5, to Seller's Knowledge, (i) no construction programs have been undertaken or are proposed to be undertaken, by any municipality or other cable television, multichannel multipoint distribution systems or multipoint distribution system provider or operator in any Service Area; (ii) no cable television franchise has been issued to any Person other than Seller in any Service Area; and (iii) no cable television franchise or other application or request of any Person for a cable television franchise is pending or proposed which relates to any Service Area.
Franchises and Licenses. 20 4.6. Contracts....................................................... 21 4.7. Real Property................................................... 22 4.8. Environmental Matters........................................... 23 4.9. Compliance with Legal Requirements.............................. 23 4.10. Patents, Trademarks and Copyrights.............................. 24 4.11. Financial Statements............................................ 24 4.12. Absence of Certain Changes...................................... 25 4.13. Legal Proceedings............................................... 25 4.14. Tax Returns; Other Reports...................................... 25 4.15. Employment Matters.............................................. 26 4.16.
Franchises and Licenses. 18 4.6. Contracts....................................................... 19 4.7.
Franchises and Licenses. The Company possesses all franchises, concessions, permits, licenses, orders, and other governmental authorizations and approvals ("Permits") required to permit the Company to carry on its business as it is presently being conducted. All such Permits are described on Schedule 2.29 annexed hereto, are in the name of the Company and are in full ------------- force and effect, and no modification, termination, suspension or cancellation of any of them is threatened. Except as described in Schedule 2.29 annexed ------------- hereto, all such Permits permit the consummation of the transactions contemplated hereby without modification thereof and without the consent of the issuing authority.
Franchises and Licenses. The Company possesses all franchises, ----------------------- concessions, permits, licenses, orders, and other governmental authorizations and approvals ("Permits") required to permit the Company to carry on its business as it is presently being conducted. All such Permits described on Schedule 2.29 of the Disclosure Schedule, are in the name of the Company and are in full force and effect, and no modification, termination, suspension or cancellation of any of them is threatened. Except as described in Schedule 2.29 all such Permits permit the consummation of the transactions contemplated hereby without modification thereof and without the consent of the issuing authority.
Franchises and Licenses. To the Knowledge of Seller, AmeriSteel ----------------------- possesses all material franchises, concessions, permits, licenses, orders, and other governmental authorizations and approvals ("Permits") required to permit such corporation to carry on its business as it is presently being conducted. To the Knowledge of Seller, all such material Permits described on Schedule 2.26 ------------- annexed hereto, are in the name of AmeriSteel, and are in full force and effect, and no modification, termination, suspension or cancellation of any of them is threatened. To the Knowledge of Seller, except as described in Schedule 2.26 ------------- all such material Permits permit the consummation of the transactions contemplated hereby without modification thereof and without the consent of the issuing authority. FLS has and is not required to have any Permits other than franchise authority in the State of Delaware.
Franchises and Licenses. The Borrower or any of its Subsidiaries shall fail to ----------------------- obtain and maintain for its use and benefit any franchise or License the failure of which to be obtained or maintained has a Material Adverse Effect.
Franchises and Licenses. 26 4.14 Financial Statements, Reports and Projections.................... 27 4.15
