Programming Agreements. Each of the Company and its Subsidiaries (i) has complied in all material respects with the terms and conditions of the programming agreements to which it is a party (including any requirements for notifications, filing, reporting, posting and maintaining logs and records) and (ii) has not performed any act or failed to perform any act, the doing of which or the failure to do, would invalidate or impair in any material respect its rights under the programming agreements. Except as set forth in Section 3.18(d) of the Company Disclosure Schedules, no consents, permits or approvals of, or notice to, or declaration, filing or registration with, any Governmental Entity or any other person under the Franchises, Licenses, Material Agreements or other agreement involving the Company or any of its Subsidiaries or under any Law or otherwise is required in connection with the execution, delivery or performance of any programming agreement. Except as set forth in Section 3.18(d) of the Company Disclosure Schedules, no material programming agreement expires or requires renewal or other material modification within two years of the date of this Agreement. Except as set forth in Section 3.18(d) of the Company Disclosure Schedules, there is no pending claim that operations by the Company or any of its Subsidiaries pursuant to any programming agreement have been improperly conducted or maintained in any material respect. There is no action, suit or proceeding pending, or to the knowledge of the Company, threatened, to terminate, suspend or modify in any material respect any programming agreement.
Appears in 2 contracts
Sources: Merger Agreement (21st Century Telecom Group Inc), Merger Agreement (RCN Corp /De/)