Common use of Service Operations Clause in Contracts

Service Operations. (a) Except as set forth on Schedule 5.12(a), the Company or a Subsidiary of the Company is the owner and operator of the Service. Except for the Contemplated Transactions, other than in the ordinary course of business or in accordance with the Company’s business plan, neither the Company nor any of its Subsidiaries has assigned or delegated, or has agreed to assign or delegate, any of its rights or obligations under the Content Agreements with respect to the Service or assigned or delegated, or agreed to assign or delegate, any of its rights or obligations with respect to management or operation of the Service. (b) Except as set forth on Schedule 5.12(b), (x) the Company, any Subsidiary of the Company and, to the Company’s Knowledge, each other Person that is a party to any Material Service Agreement are and have been in material compliance with all applicable terms and requirements of each Material Service Agreement, including with regard to any payments required to be made under such Material Service Agreement, and (y) neither the Company nor any Subsidiary of the Company (i) is the subject of an audit by any counterparty to a Material Service Agreement or (ii) has received a written request from any counterparty to a Material Service Agreement to conduct such an audit. Neither the Company nor any of its Subsidiaries have received any written notice of the intention of any counterparty to terminate or not renew any Material Service Agreement or decrease materially or limit materially its relationship with the Company or any of its Subsidiaries.