Common use of Franchises Clause in Contracts

Franchises. Set forth in Schedule IV hereto is a complete and correct ---------- list of all Franchises (identified by issuing authority, franchisee and expiration date) (i) owned by the Borrower and its Subsidiaries on the date hereof or (ii) that, with the exception of any Retained Franchises, will by owned by the Borrower on the Closing Date (after giving effect to the Cablevision Acquisition), and identifying the respective Seller from which such Franchises are to be purchased. The Borrower and each of its Subsidiaries possesses or has the right to use, or will possess or have the right to use on the Closing Date (after giving effect to the Cablevision Acquisition), all such Franchises (other than any Retained Franchises), and all copyrights, licenses, trademarks, service marks, trade names or other rights, including licenses and permits granted by the FCC, agreements with public utilities and microwave transmission companies, pole or conduit attachment, use, access or rental agreements and utility easements that are necessary for the conduct of the CATV Systems of the Borrower and its Subsidiaries, except for such of the foregoing the absence of which could not have a Material Adverse Effect on the Borrower or any of its Subsidiaries, and each of such Franchises, copyrights, licenses, patents, trademarks, service marks, trade names and rights is (or on the Closing Date will be) in full force and effect and no material default has occurred and is continuing thereunder. No approval, application, filing, registration, consent or other action of any local, state or federal authority is required to enable the Borrower or any of its Subsidiaries to operate the CATV Systems of the Borrower and its Subsidiaries, except for approvals, applications, filings, registrations, consents or other actions relating to the Retained Franchises or that (if not made or obtained) could not have a Material Adverse Effect on the Borrower or any of its Subsidiaries. Neither the Borrower or any of its Subsidiaries nor (to the knowledge of the Borrower) any of the Sellers has received any notice from the granting body or any other governmental authority with respect to any breach of any covenant under, or any default with respect to, any Franchise. Complete and correct copies of all Franchises have heretofore been made available to the Administrative Agent.

Franchises. Set forth in Schedule IV hereto is a complete and correct ---------- list of all Franchises (identified by issuing authority, franchisee and expiration date) (i) owned by the Borrower Company and its Subsidiaries on as of the date hereof (or (iias of the most recent date such Schedule shall be supplemented pursuant to Section 8.05(b)(iv)(J) thathereof), with the exception of any Retained Franchises, will by owned by the Borrower on the Closing Date or that (after giving effect to each Scheduled Acquisition) will be owned by the Cablevision Acquisition), Company and identifying its Subsidiaries. Each of the respective Seller from which such Franchises are to be purchased. The Borrower Company and each of its Subsidiaries possesses or has the right to use, use or will possess or have the right to use on the Closing Date date hereof (or, as applicable, on the date of any such supplement or Scheduled Acquisition after giving effect to the Cablevision Acquisition), thereto) all such Franchises (other than any Retained Franchises), and all copyrights, licenses, trademarks, service marks, trade names or other rights, including licenses and permits granted by the FCC, agreements with public utilities and microwave transmission companies, pole or conduit attachment, use, access or rental agreements and utility easements that are necessary for the conduct of the CATV Systems of the Borrower Company and its Subsidiaries, except for such of the foregoing the absence of which could not reasonably be expected to have a Material Adverse Effect on the Borrower Company or any of its Subsidiaries, and each of such Franchises, copyrights, licenses, patents, trademarks, service marks, trade names and rights is (or on the Closing Date will bedate of any such supplement or Scheduled Acquisition, after giving effect thereto) in full force and effect and no material default has occurred and is continuing thereunder. No approval, application, filing, registration, consent or other action of any local, state or federal authority is required to enable the Borrower Company or any of its Subsidiaries to operate the CATV Systems take advantage of the Borrower rights and its Subsidiariesprivileges intended to be conferred by any Franchise, except for approvals, applications, filings, registrations, consents or other actions relating to the Retained Franchises or that (if not made or obtained) could not reasonably be expected to have a Material Adverse Effect on the Borrower Company or any of its Subsidiaries. Neither the Borrower or Company nor any of its Subsidiaries nor (to the knowledge of the Borrower) any of the Sellers has received any notice from the granting body or any other governmental authority with respect to any breach of any covenant under, or any default with respect to, any Franchise. Complete and correct copies of all Franchises (other than those relating to communities covered by the provisions of Section 505.91 of the Ohio Revised Code) have heretofore been made available delivered to the Administrative Agent.

Franchises. Set forth in Schedule IV 3.20 hereto is a complete and correct ---------- list of all Franchises (identified by issuing authority, franchisee and expiration date) (i) owned by the Borrower and its Subsidiaries on the date hereof Closing Date, or (ii) that, with the exception of any Retained Franchises, that will by be owned by the Borrower on the Closing Date and its Subsidiaries (after giving effect to the Cablevision Cable One Acquisition), and identifying the respective Seller from which such Franchises are to be purchased. The Borrower and each of its Subsidiaries Subsidiary possesses or has the right to use, or will possess or have the right to use on the Closing Date (after giving effect to the Cablevision Cable One Acquisition), all such Franchises (other than any Retained Franchises), and all copyrights, licenses, trademarks, service marks, trade names or other rights, including licenses and permits granted by the FCC, agreements with public utilities and microwave transmission companies, pole or conduit attachment, use, access or rental agreements and utility easements that are necessary for the conduct of the CATV Systems or Telephone Systems of the Borrower and its Subsidiaries, except for such of the foregoing the absence of which could not have a Material Adverse Effect on the Borrower or any of its Subsidiaries, and each of such Franchises, copyrights, licenses, patents, trademarks, service marks, trade names and rights is (or on the Closing Date date of the Cable One Acquisition will be) in full force and effect and no material default has occurred and is continuing thereunder. No approval, application, filing, registration, consent or other action of any local, state or federal authority is required to enable the Borrower or any of its Subsidiaries to operate the CATV Systems take advantage of the Borrower rights and its Subsidiariesprivileges intended to be conferred by any Franchise, except for approvals, applications, filings, registrations, consents or other actions relating to the Retained Franchises or that (if not made or obtained) could not have a Material Adverse Effect on the Borrower or any of its Subsidiaries. Neither the Borrower or nor any of its Subsidiaries nor (to the knowledge of the Borrower) any of the Sellers Subsidiary has received any notice from the granting body or any other governmental authority with respect to any breach of any covenant under, or any default with respect to, any Franchise. Complete and correct copies of all Franchises have heretofore been made available to the Administrative Agent.

Franchises. Set forth in Schedule IV hereto is a complete and correct ---------- list of all Franchises (identified by issuing authority, franchisee and expiration datea) (i) owned by the Borrower and its Subsidiaries on Company has provided or made available to Parent prior to the date hereof or (ii) thatof this Agreement, with the exception of any Retained Franchises, will by owned by the Borrower on the Closing Date (after giving effect to the Cablevision Acquisition), and identifying the respective Seller from which such Franchises are to be purchased. The Borrower and each of its Subsidiaries possesses or has the right to use, or will possess or have the right to use on the Closing Date (after giving effect to the Cablevision Acquisition), all such Franchises (other than any Retained Franchises), and all copyrights, licenses, trademarks, service marks, trade names or other rights, including licenses and permits granted by the FCC, agreements with public utilities and microwave transmission companies, pole or conduit attachment, use, access or rental agreements and utility easements that are necessary for the conduct of the CATV Systems of the Borrower and its Subsidiaries, except for such of the foregoing the absence of which could not have a Material Adverse Effect on the Borrower or any of its Subsidiaries, and each of such Franchises, copyrights, licenses, patents, trademarks, service marks, trade names and rights is (or on the Closing Date will be) in full force and effect and no material default has occurred and is continuing thereunder. No approval, application, filing, registration, consent or other action of any local, state or federal authority is required to enable the Borrower or any of its Subsidiaries to operate the CATV Systems of the Borrower and its Subsidiaries, except for approvals, applications, filings, registrations, consents or other actions relating to the Retained Franchises or that (if not made or obtained) could not have a Material Adverse Effect on the Borrower or any of its Subsidiaries. Neither the Borrower or any of its Subsidiaries nor (to the knowledge of the Borrower) any of the Sellers has received any notice from the granting body or any other governmental authority with respect to any breach of any covenant under, or any default with respect to, any Franchise. Complete true and correct copies of all Franchises Franchise Agreements in effect as of the date hereof for the “Back Yard Burgers” brand (the “Brand”), a complete and accurate list of which is shown in Section 5.17(a) of the Company Disclosure Memorandum. The Company Entities have heretofore been made available had, at all relevant times, the corporate power and authority and legal right to enter into and carry out the terms of each Franchise Agreement. The Company’s past and present Franchise Agreements (i) materially comply with all Law, (ii) do not obligate any Company Entity to buy or otherwise acquire the stock, assets or contractual rights of any franchisee, (iii) do not impose on any Company Entity an obligation to guarantee any franchisee’s lease obligations, third party financing obligations or any other material obligations to third parties, and (iv) impose on franchisees an obligation to comply with all Law. There are no outstanding options or rights for any Person to enter into or acquire any Franchise Agreement. Except as set forth in Section 5.17(a) of the Company Disclosure Memorandum, no Company Entity has granted any subfranchising or developmental rights to the Administrative AgentBrand which remain in force. All of Company’s Franchise Agreements are valid, binding and enforceable against each franchisee thereunder subject to any franchisee’s bankruptcy, insolvency, receivership or similar proceeding under state or federal law; there are no existing defaults by any Company Entity thereunder; and no event has occurred which (with notice, or lapse of time, or both) would constitute a default by any Company Entity thereunder or which would permit any franchisee to terminate its Franchise Agreement, or that would otherwise, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. There have been no fees received by any Company Entity pursuant to a Franchise Agreement that are currently, or which with the execution of this Agreement, the consummation of the transactions contemplated hereby, the passage of time, or the giving of notice, or both, would be subject to a claim for refund by a franchisee. Section 5.17(a) of the Company Disclosure Memorandum specifies each franchisee that, to the Knowledge of Company, (i) is in default under a Franchise Agreement; (ii) has received notice from Company during the past 12 months that such franchisee is or was in default under such Franchise Agreement; or (iii) is the subject of a case under the U.S. Bankruptcy Code or any other bankruptcy, insolvency, receivership or similar case or proceeding under state or federal law. Each Franchise Agreement complies in all material respects with all domestic laws (and rules or regulations thereunder) and all orders, consents or decrees from any Regulatory Authority. Each Franchise Agreement entered into is substantially similar to the form of Franchise Agreement incorporated into the UFOC that was issued to the franchisee contemporaneously with the sale of the franchise by Company to the franchisee. Except as set forth in Section 5.17(a) of the Company Disclosure Memorandum, no Franchise Agreement has, to the Knowledge of Company, been subordinated, rescinded, or terminated prior to its stated expiration date without being reinstated within 90 days of such subordination, rescission or termination; no provision regarding the calculation and payment of royalty fees in any Franchise Agreement has been waived, altered or modified in any material respect; no basis for any demand of rescission, set-off, credit, reduction in payment required to be made pursuant to the terms of any Franchise Agreement, counterclaim or defense exists or has been asserted or, to Company’s Knowledge, threatened with respect to any Franchise Agreement; no notices of default have been issued by any Company Entity with respect to any Franchise Agreement for default which have not been cured, and no Company Entity has waived any default by a franchisee which would materially and adversely affect any Franchise Agreement. All offers and sales of Franchise Agreements, and terminations or non-renewals of Franchise Agreements have complied in all material respects with applicable law and the terms of the respective Franchise Agreements.

Franchises. Set forth in Schedule IV 3.20 hereto is a complete and correct ---------- list of all Franchises (identified by issuing authority, franchisee and expiration date) (i) owned by the Borrower and its Subsidiaries on the date hereof Closing Date, or (ii) that, with the exception of any Retained Franchises, that will by be owned by the Borrower on the Closing Date and its Subsidiaries (after giving effect to the Cablevision BTI Acquisition), and identifying the respective Seller from which such Franchises are to be purchased. The Borrower and each of its Subsidiaries Subsidiary possesses or has the right to use, or will possess or have the right to use on the Closing Date (after giving effect to the Cablevision BTI Acquisition), all such Franchises (other than any Retained Franchises), and all copyrights, licenses, trademarks, service marks, trade names or other rights, including licenses and permits granted by the FCC, agreements with public utilities and microwave transmission companies, pole or conduit attachment, use, access or rental agreements and utility easements that are necessary for the conduct of the CATV Systems or Telephone Systems of the Borrower and its Subsidiaries, except for such of the foregoing the absence of which could not have a Material Adverse Effect on the Borrower or any of its Subsidiaries, and each of such Franchises, copyrights, licenses, patents, trademarks, service marks, trade names and rights is (or on the Closing Date date of the BTI Acquisition will be) in full force and effect and no material default has occurred and is continuing thereunder. No approval, application, filing, registration, consent or other action of any local, state or federal authority is required to enable the Borrower or any of its Subsidiaries to operate the CATV Systems take advantage of the Borrower rights and its Subsidiariesprivileges intended to be conferred by any Franchise, except for approvals, applications, filings, registrations, consents or other actions relating to the Retained Franchises or that (if not made or obtained) could not have a Material Adverse Effect on the Borrower or any of its Subsidiaries. Neither the Borrower or nor any of its Subsidiaries nor (to the knowledge of the Borrower) any of the Sellers Subsidiary has received any notice from the granting body or any other governmental authority with respect to any breach of any covenant under, or any default with respect to, any Franchise. Complete and correct copies of all Franchises have heretofore been made available to the Administrative Agent.

Franchises. Set forth (a) Listed and identified on Schedule 3.06 attached hereto are all of the existing governmental authorizations for maintenance and operation of the Acquired Systems (individually, a "Franchise" and collectively, the "Franchises") presently held by Seller, and the political entity or authority which has granted each Franchise. All governmental authorizations necessary or required for the construction, maintenance and operation of the Acquired Systems have been obtained by Seller, as the case may be. To the best of Seller's Knowledge, all such agreements, statutes, ordinances, resolutions, licenses or permits granting the Franchises are validly existing, legally enforceable obligations of Seller and are validly existing, legally enforceable obligations of the other parties thereto, in Schedule IV hereto accordance with their terms, and that the same have been granted and renewed in accordance with all applicable federal, state and local laws, and Seller is a complete validly and correct ---------- list of lawfully operating the Acquired Systems under the Franchises and applicable law. Further, Seller has obtained in accordance with all federal, state and local laws all Franchises (identified required for the lawful operation of the Acquired Systems. Except as set forth on Schedule 3.06, none of the political entities or authorities which have granted a Franchise have been, or have applied to be, certified to regulate the CATV rates charged by issuing authority, franchisee Seller pursuant to the 1992 Act and expiration date) (i) owned by the Borrower FCC Rules and its Subsidiaries Regulations. Each of the Franchises expires on the date hereof dates set forth on Schedule 3.06 attached hereto. Except as set forth on Schedule 3.06, Seller has duly complied in all material respects with all of the terms and conditions of the Franchises and has not done or (ii) thatperformed any act which would invalidate its rights under, with the exception of any Retained Franchises, will by owned by the Borrower on the Closing Date (after giving effect or give to the Cablevision Acquisition), and identifying the respective Seller from which such Franchises are to be purchased. The Borrower and each of its Subsidiaries possesses or has granting authority the right to useterminate, the Franchises. There is no pending assertion or will possess claim that operations pursuant to any Franchise have been improperly conducted or have the right maintained, or, to use Seller's Knowledge, any facts or circumstances that might give rise to any such assertion or claim. Except as set forth on the Closing Date (after giving effect to the Cablevision Acquisition)Schedule 3.06, all such Franchises (other than construction of distribution plant required by any Retained Franchises), and all copyrights, licenses, trademarks, service marks, trade names or other rights, including licenses and permits granted by the FCC, agreements with public utilities and microwave transmission companies, pole or conduit attachment, use, access or rental agreements and utility easements that are necessary for the conduct of the CATV Systems of Franchises has been completed in accordance with the Borrower and its Subsidiaries, except for such of the foregoing the absence of which could not have a Material Adverse Effect on the Borrower or any of its Subsidiaries, and each terms of such Franchises, copyrights, licenses, patents, trademarks, service marks, trade names and rights is (or on the Closing Date will be) in full force and effect and no material default has occurred and is continuing thereunder. No approval, application, filing, registration, consent or other action of any local, state or federal authority is required to enable the Borrower or any of its Subsidiaries to operate the CATV Systems of the Borrower and its Subsidiaries, except for approvals, applications, filings, registrations, consents or other actions relating to the Retained Franchises or that (if not made or obtained) could not have a Material Adverse Effect on the Borrower or any of its Subsidiaries. Neither the Borrower or any of its Subsidiaries nor (to the knowledge of the Borrower) any of the Sellers has received any notice from the granting body or any other governmental authority with respect to any breach of any covenant under, or any default with respect to, any Franchise. Complete and correct copies of all Franchises have heretofore been made available to the Administrative Agent.

Franchises. Set forth (a) Listed and identified on SCHEDULE 3.06 attached hereto are all of ------------- the existing governmental authorizations for maintenance and operation of the Acquired Systems (individually, a "Franchise" and collectively, the "Franchises") presently held by Seller, and the political entity or authority which has granted each Franchise. All governmental authorizations necessary or required for the construction, maintenance and operation of the Acquired Systems have been obtained by Seller, as the case may be. To the best of Seller's Knowledge, all such agreements, statutes, ordinances, resolutions, licenses or permits granting the Franchises are validly existing, legally enforceable obligations of Seller and are validly existing, legally enforceable obligations of the other parties thereto, in Schedule IV hereto accordance with their terms, and that the same have been granted and renewed in accordance with all applicable federal, state and local laws, and Seller is a complete validly and correct ---------- list of lawfully operating the Acquired Systems under the Franchises and applicable law. Further, Seller has obtained in accordance with all federal, state and local laws all Franchises (identified required for the lawful operation of the Acquired Systems. Except as set forth on SCHEDULE -------- 3.06, none of the political entities ---- or authorities which have granted a Franchise have been, or have applied to be, certified to regulate the CATV rates charged by issuing authority, franchisee Seller pursuant to the 1992 Act and expiration date) (i) owned by the Borrower FCC Rules and its Subsidiaries Regulations. Each of the Franchises expires on the date hereof dates set forth on SCHEDULE 3.06 ------------- attached hereto. Except as set forth on SCHEDULE 3.06, Seller has duly complied ------------- in all material respects with all of the terms and conditions of the Franchises and has not done or (ii) thatperformed any act which would invalidate its rights under, with the exception of any Retained Franchises, will by owned by the Borrower on the Closing Date (after giving effect or give to the Cablevision Acquisition), and identifying the respective Seller from which such Franchises are to be purchased. The Borrower and each of its Subsidiaries possesses or has granting authority the right to useterminate, the Franchises. There is no pending assertion or will possess claim that operations pursuant to any Franchise have been improperly conducted or have the right maintained, or, to use Seller's Knowledge, any facts or circumstances that might give rise to any such assertion or claim. Except as set forth on the Closing Date (after giving effect to the Cablevision Acquisition)SCHEDULE 3.06, all such Franchises (other than construction of distribution plant required by ------------- any Retained Franchises), and all copyrights, licenses, trademarks, service marks, trade names or other rights, including licenses and permits granted by the FCC, agreements with public utilities and microwave transmission companies, pole or conduit attachment, use, access or rental agreements and utility easements that are necessary for the conduct of the CATV Systems of Franchises has been completed in accordance with the Borrower and its Subsidiaries, except for such of the foregoing the absence of which could not have a Material Adverse Effect on the Borrower or any of its Subsidiaries, and each terms of such Franchises, copyrights, licenses, patents, trademarks, service marks, trade names and rights is (or on the Closing Date will be) in full force and effect and no material default has occurred and is continuing thereunder. No approval, application, filing, registration, consent or other action of any local, state or federal authority is required to enable the Borrower or any of its Subsidiaries to operate the CATV Systems of the Borrower and its Subsidiaries, except for approvals, applications, filings, registrations, consents or other actions relating to the Retained Franchises or that (if not made or obtained) could not have a Material Adverse Effect on the Borrower or any of its Subsidiaries. Neither the Borrower or any of its Subsidiaries nor (to the knowledge of the Borrower) any of the Sellers has received any notice from the granting body or any other governmental authority with respect to any breach of any covenant under, or any default with respect to, any Franchise. Complete and correct copies of all Franchises have heretofore been made available to the Administrative Agent.

Franchises. Set forth (a) Listed and identified on Schedule 3.06 attached hereto are all of the existing governmental authorizations for maintenance and operation of the Acquired Systems (individually, a "Franchise" and collectively, the "Franchises") presently held by Seller, and the political entity or authority which has granted each Franchise. All governmental authorizations necessary or required for the construction, maintenance and operation of the Acquired Systems have been obtained by Seller, as the case may be. All such agreements, statutes, ordinances, resolutions, licenses or permits granting the Franchises are validly existing, legally enforceable obligations of Seller and are validly existing, legally enforceable obligations of the other parties thereto, in Schedule IV hereto accordance with their terms, granted and renewed in accordance with all applicable federal, state and local laws, and Seller is a complete validly and correct ---------- list lawfully operating the Acquired Systems under the provisions of the Franchises and applicable law. Further, Seller has obtained in accordance with all federal, state and local laws all Franchises (identified required for the lawful operation of the Acquired Systems. Except as set forth on Schedule 3.06, none of the political entities or authorities which have granted a Franchise have been, or have applied to be, certified to regulate the CATV rates charged by issuing authority, franchisee Seller pursuant to the 1992 Act and expiration date) (i) owned by the Borrower FCC Rules and its Subsidiaries Regulations. Each of the Franchises expires on the date hereof dates set forth on Schedule 3.06 attached hereto. Except as set forth on Schedule 3.06, Seller has duly complied in all material respects with all of the terms and conditions of the Franchises and has not done or (ii) thatperformed any act which would invalidate or impair its rights under, with the exception of any Retained Franchises, will by owned by the Borrower on the Closing Date (after giving effect or give to the Cablevision Acquisition), and identifying the respective Seller from which such Franchises are to be purchased. The Borrower and each of its Subsidiaries possesses or has granting authority the right to useterminate, the Franchises. There is no pending assertion or will possess claim that operations pursuant to any Franchise have been improperly conducted or have the right maintained, or, to use Seller's knowledge after due inquiry, any facts or circumstances that might give rise to any such assertion or claim. Except as set forth on the Closing Date (after giving effect to the Cablevision Acquisition)Schedule 3.06, all such Franchises (other than construction of distribution plant required by any Retained Franchises), and all copyrights, licenses, trademarks, service marks, trade names or other rights, including licenses and permits granted by the FCC, agreements with public utilities and microwave transmission companies, pole or conduit attachment, use, access or rental agreements and utility easements that are necessary for the conduct of the CATV Systems of Franchises has been completed in accordance with the Borrower and its Subsidiaries, except for such of the foregoing the absence of which could not have a Material Adverse Effect on the Borrower or any of its Subsidiaries, and each terms of such Franchises, copyrights, licenses, patents, trademarks, service marks, trade names and rights is (or on the Closing Date will be) in full force and effect and no material default has occurred and is continuing thereunder. No approval, application, filing, registration, consent or other action of any local, state or federal authority is required to enable the Borrower or any of its Subsidiaries to operate the CATV Systems of the Borrower and its Subsidiaries, except for approvals, applications, filings, registrations, consents or other actions relating to the Retained Franchises or that (if not made or obtained) could not have a Material Adverse Effect on the Borrower or any of its Subsidiaries. Neither the Borrower or any of its Subsidiaries nor (to the knowledge of the Borrower) any of the Sellers has received any notice from the granting body or any other governmental authority with respect to any breach of any covenant under, or any default with respect to, any Franchise. Complete and correct copies of all Franchises have heretofore been made available to the Administrative Agent.