Common use of Schedule 5 Clause in Contracts

Schedule 5. 11(a) contains a true and complete list of all Franchises and material Permits required to operate the Business as it is operated on the date hereof and as would reasonably be expected to be required as of the Closing Time. Except as set forth on Schedule 5.11(a) or contained in the Franchises, the Franchises are subject to no conditions or restrictions other than such as may exist by virtue of acts of the United States Congress, the rules and regulations of federal regulatory agencies or laws and rules adopted by the various local governing authorities of the jurisdictions in which the Systems are located. Other than orders, actions, proceedings or investigations generally applicable to the cable television industry in the United States or in the jurisdictions in which the Systems are located, there are no proceedings pending which would materially and adversely affect the validity of the Franchises or the terms and provisions thereof. Except as disclosed on Schedule 5.11(a), (i) the Systems and the other Acquired Assets are being operated and the Business is being conducted, in compliance with all Franchises in all material respects, (ii) neither Seller nor any of its Affiliates has received any written notice from a Franchising Authority threatening any enforcement action with respect to any Franchise, stating that the Systems are in noncompliance with the terms of any Franchise (including that the provision of Data Services is prohibited by the terms of such Franchise) or stating that such Franchise will not be renewed, (iii) no Franchising Authority currently has any right to purchase a System or any portion thereof, (iv) no Franchise is, to Seller’s Knowledge, under consideration to be revoked or adversely modified in any material respect and (v) there are no undisclosed material obligations with respect to any Franchise, other than those set forth in the Franchises.

Schedule 5. 11(a) contains a true description of the Franchise and a true, complete and correct list of all Franchises and material Material Permits required to operate the Business as it is operated on the date hereof and as would reasonably be expected to be required as of the Closing Time. Except as set forth on Schedule 5.11(aSeller has delivered to Buyer a true, complete and correct copy of the (a) or contained in the FranchisesFranchise, neither the Franchises are Franchise nor any Material Permit is subject to no any conditions or restrictions other than such as may exist by virtue of acts of the United States Congress, the rules and regulations of federal regulatory agencies or laws and rules adopted by the various local governing authorities of the jurisdictions jurisdiction in which the Systems are System is located. Other than orders, actions, proceedings or investigations generally applicable to the cable television industry in the United States or in the jurisdictions in which the Systems are locatedState of California, there are no proceedings pending which would materially and adversely affect the validity of the Franchises Franchise, any Material Permit or the terms and provisions thereof. Except as disclosed on Schedule 5.11(a) and Schedule 5.11(b), (i) the Systems System and the other Acquired Assets are being operated and the Business is being conducted, in compliance with the Franchise and all Franchises Material Permits in all material respects, (ii) neither Seller nor any of its Affiliates has received any written notice from a the Franchising Authority threatening any enforcement action with respect to any the Franchise, stating that the Systems are System is in noncompliance with the terms of any the Franchise (including that the provision of Data Services is prohibited by the terms of such Franchise) or stating that such the Franchise will not be renewed, (iii) no neither Seller nor any of its Affiliates has received any written notice threatening any enforcement action with respect to any Material Permit, stating that the System is in noncompliance with the terms of such Material Permit or stating that such Material Permit will not be renewed, (iv) the Franchising Authority currently has any no right to purchase a the System or any portion thereof, (ivv) no the Franchise isis not, to Seller’s Knowledge, under consideration to be revoked or adversely modified in any material respect and (vvi) there are no undisclosed material obligations with respect to the Franchise or any FranchiseMaterial Permit, other than those set forth in the FranchisesFranchise or such Material Permit.

Schedule 5. 11(a) contains a true and complete list of the Franchise and all Franchises and material Permits required to operate the Business as it is operated on the date hereof and as would reasonably be expected to be required as of the Closing TimeTime to operate the Business as it is operated on the date hereof. Except as set forth on Schedule 5.11(a) or contained in the FranchisesFranchise or the material Permits, the Franchises Franchise and the material Permits are not subject to no any conditions or restrictions other than such as may exist by virtue of acts of the United States Congress, the rules and regulations of federal regulatory agencies or laws and rules adopted by the various local governing authorities of the jurisdictions jurisdiction in which the Systems are System is located. Other than orders, actions, proceedings or investigations generally applicable to the cable television industry in the United States or in the jurisdictions in which the Systems are locatedState of California, there are no proceedings pending or, to Seller’s Knowledge, threatened, which would materially and adversely affect the validity of the Franchises Franchise or the material Permits or the terms and provisions thereof. Except as disclosed on Schedule 5.11(a), (i) the Systems System and the other Acquired Assets are being operated and the Business is being conducted, in compliance with all Franchises the Franchise and the material Permits in all material respects, (ii) neither Seller nor any of its Affiliates has received any written notice from a Franchising Authority Governmental Entity threatening any enforcement action with respect to the Franchise or any Franchisematerial Permit, stating that the Systems are System is in noncompliance with the terms of the Franchise or any Franchise (including that the provision of Data Services is prohibited by the terms of such Franchise) material Permit or stating that the Franchise or such Franchise material Permit will not be renewed, (iii) no Franchising Authority Governmental Entity currently has any right to purchase a the System or any portion thereof, (iv) no neither the Franchise nor any material Permit is, to Seller’s Knowledge, under consideration to be revoked or adversely modified in any material respect and (v) there are no undisclosed material obligations with respect to the Franchise or any Franchisematerial Permit, other than those set forth in the FranchisesFranchise or the material Permits.