The Systems. (a) Each of the Companies and the Systems are in compliance with all applicable federal, state and local laws, rules and regulations, including without limitation the Telecommunications Act of 1996, the Communications Act of 1934, as amended, the Cable Communications Policy Act of 1984, the Cable Television Consumer Protection and Competition Act of 1992, the Copyright Revisions Act of 1976, and the rules and policies of the FCC, the FAA and the Copyright Office, including without limitation rules and laws governing system registration, use of aeronautical frequencies and signal carriage, equal employment opportunity, cumulative leakage index testing and reporting, signal leakage and subscriber privacy, except to the extent that the failure to so comply could not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing (except to the extent that the failure to comply with any of the following could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect): (i) the communities included in the Franchise Areas have been registered with the FCC; (ii) all of the annual performance tests on the Systems required under the rules and policies of the FCC have been performed and the results of such tests demonstrate satisfactory compliance with the applicable requirements being tested in all material respects; (iii) the Companies have filed all material reports and other submissions required to be filed with the FCC with respect to the Systems and their operations; (iv) the Systems currently meet or exceed the technical standards set forth in the rules and policies of the FCC, including, without limitation, the leakage limits contained in 47 C.F.R. Section 76.605(a)(11); (v) the channel capacities of the New England Systems are 36, 50 and 62 channels, representing approximately 45%, 22% and 33% of New England cable subscribers; the MCT Systems have a capacity of 60-channels; the San German System has a capacity of 50-channels; and each System is fully addressable or capable thereof and delivers picture quality that complies in all material respects with applicable FCC requirements and the requirements of the applicable Franchises; (vi) the Systems are being operated in compliance with the provisions of 47 C.F.R. Sections 76.610 through 76.619 (mid-band and super-band signal carriage), including 47 C.F.R. Section 76.611 (compliance with the cumulative signal leakage index); (vii) the Systems are being operated in compliance with the requirements of the applicable Franchises; (viii) where required, appropriate authorizations from the FCC have been obtained for the use of all aeronautical frequencies in use in the Systems and the Systems are presently being operated in compliance with such authorizations; (ix) all of the existing towers used in the operation of the Systems are obstruction-marked and lighted to the extent required by, and in accordance with, the rules and regulations of the FAA and appropriate notification to the FAA has been filed for each such tower where required by the Rules and policies of the FCC, and all other required certificates, permits and clearances from Governmental Authorities, including the FAA, with respect to all towers, earth stations, business radios and frequencies utilized and carried by the Systems have been obtained; and (x) all notices to subscribers of the Systems required by the rules and policies of the FCC have been provided. (b) All notices, statements of account, supplements and other documents required under Section 111 of the Copyright Act of 1976 and under the rules of the Copyright Office with respect to the carriage of off-air signals by the Systems have been duly filed, and the proper amount of copyright fees have been paid on a timely basis, and each System qualifies for the compulsory license under Section 111 of the Copyright Act of 1976, except to the extent that the failure to so file or pay could not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect. (c) The carriage of all off-air signals by the Systems to be owned by the Companies is permitted by valid transmission consent agreements or by must-carry elections by broadcasters, except to the extent the failure to obtain any of the foregoing could not (either individually or in the aggregate) reasonably by expected to have a Material Adverse Effect. (d) Each of the Companies and, to the Borrower's best knowledge, the San German Sellers, have complied with their respective obligations with regard to protecting the privacy rights of any past or present customers of the Systems, except to the extent that the failure to so comply could not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect. (e) None of the Companies which owns the Systems has been denied EEO certification by the FCC, and no FCC proceedings against any such Company in respect of EEO violation are pending or, to the Borrower's best knowledge, threatened, which, if resolved adversely to the Companies, could reasonably be expected (either individually or in the aggregate) to have a Material Adverse Effect. (f) The assets of the Systems are adequate and sufficient in all material respects for all of the current operations of the Systems.
Appears in 1 contract
The Systems. (a) Each of the Companies and the Systems are in compliance with all applicable federal, state and local laws, rules and regulations, including without limitation the Telecommunications Act of 1996, the Communications Act of 1934, as amended, the Cable Communications Policy Act of 1984, the Cable Television Consumer Protection and Competition Act of 1992, the Copyright Revisions Act of 1976, and the rules and policies of the FCC, the FAA and the Copyright Office, including without limitation rules rules, regulations and laws governing system registration, use of aeronautical frequencies and signal carriage, equal employment opportunity, cumulative leakage index testing and reporting, signal leakage and subscriber privacy, except to the extent that the failure to so comply could not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing (except to the extent that the failure to comply with any of the following could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect):
(i) the communities included in the Franchise Areas have been registered with the FCC;
(ii) all of the annual performance tests on the Systems required under the rules and policies of the FCC have been performed and the results of such tests demonstrate satisfactory compliance with the applicable requirements being tested in all material respects;
(iii) the Companies have filed all material reports and other submissions required to be filed with the FCC with respect to the Systems and their operations;
(iv) the Systems currently meet or exceed the technical standards set forth in the rules and policies of the FCC, including, without limitation, the leakage limits contained in 47 C.F.R. Section 76.605(a)(11);
(v) the channel capacities of the New England Systems are 36, 50 and range from 36 to 62 channels, representing approximately 45%, 22% and 33% of New England cable subscribers; the MCT Systems have a capacity of 60-channels; the San German System has a capacity of 50-50 channels; and each System is fully addressable or capable thereof and delivers picture quality that complies in all material respects with applicable FCC requirements and the requirements of the applicable CATV Franchises;
(vi) the Systems are being operated in compliance with the provisions of 47 C.F.R. Sections 76.610 through 76.619 (mid-band and super-band signal carriage), including 47 C.F.R. Section 76.611 (compliance with the cumulative signal leakage index);
(vii) the Systems are being operated in compliance with the requirements of the applicable CATV Franchises;
(viii) where required, appropriate authorizations from the FCC have been obtained for the use of all aeronautical frequencies in use in the Systems and the Systems are presently being operated in compliance with such authorizations;
(ix) all of the existing towers used in the operation of the Systems are obstruction-marked and lighted to the extent required by, and in accordance with, the rules and regulations of the FAA and appropriate notification to the FAA has been filed for each such tower where required by the Rules and policies of the FCC, and all other required certificates, permits and clearances from Governmental Authorities, including the FAA, with respect to all towers, earth stations, business radios and frequencies utilized and carried by the Systems have been obtained; and
(x) all notices to subscribers of the Systems required by the rules and policies of the FCC have been provided.
(b) All notices, statements of account, supplements and other documents required under Section 111 of the Copyright Act of 1976 and under the rules of the Copyright Office with respect to the carriage of off-air signals by the Systems have been duly filed, and the proper amount of copyright fees have been paid on a timely basis, and each System qualifies for the compulsory license under Section 111 of the Copyright Act of 1976, except to the extent that the failure to so file or pay could not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect.
(c) The carriage of all off-air signals by the Systems to be owned by the Companies is permitted by valid transmission consent agreements or by must-carry elections by broadcasters, except to the extent the failure to obtain any of the foregoing could not (either individually or in the aggregate) reasonably by expected to have a Material Adverse Effect.
(d) Each of the Companies and, to the Borrower's best knowledge, the San German Sellers, have has complied with their its respective obligations with regard to protecting the privacy rights of any past or present customers of the Systems, except to the extent that the failure to so comply could not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect.
(e) None of the Companies which owns the Systems has been denied EEO certification by the FCC, and no FCC proceedings against any such Company in respect of EEO violation are pending or, to the Borrower's best knowledge, threatened, which, if resolved adversely to the Companies, could reasonably be expected (either individually or in the aggregate) to have a Material Adverse Effect.
(f) The assets of the Systems are adequate and sufficient in all material respects for all of the current operations of the Systems.
Appears in 1 contract
The Systems. (a) Each of the Companies and the Systems are in compliance with all applicable federal, state and local laws, rules and regulations, including without limitation the Telecommunications Act of 1996, the Communications Act of 1934, as amended, the Cable Communications Policy Act of 1984, the Cable Television Consumer Protection and Competition Act of 1992, the Copyright Revisions Act of 1976, and the rules and policies of the FCC, the FAA and the Copyright Office, including without limitation rules rules, regulations and laws governing system registration, use of aeronautical frequencies and signal carriage, equal employment opportunity, cumulative leakage index testing and reporting, signal leakage and subscriber privacy, except to the extent that the failure to so comply could not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing (except to the extent that the failure to comply with any of the following could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect):
(i) the communities included in the Franchise Areas have been registered with the FCC;
(ii) all of the annual performance tests on the Systems required under the rules and policies of the FCC have been performed and the results of such tests demonstrate satisfactory compliance with the applicable requirements being tested in all material respects;
(iii) the Companies have filed all material reports and other submissions required to be filed with the FCC with respect to the Systems and their operations;
(iv) the Systems currently meet or exceed the technical standards set forth in the rules and policies of the FCC, including, without limitation, the leakage limits contained in 47 C.F.R. Section 76.605(a)(11);
(v) the channel capacities of the New England Systems are 36, 50 and 62 channels, representing approximately 45%, 22% and 33% of New England cable subscribers; the MCT Systems have a capacity of 60-channels; the San German System has a capacity of 50-50 channels; the Aguadilla System has a capacity of 62 channels; and each System is fully addressable or capable thereof and delivers picture quality that complies in all material respects with applicable FCC requirements and the requirements of the applicable CATV Franchises;
(vi) the Systems are being operated in compliance with the provisions of 47 C.F.R. Sections 76.610 through 76.619 (mid-band and super-band signal carriage), including 47 C.F.R. Section 76.611 (compliance with the cumulative signal leakage index);
(vii) the Systems are being operated in compliance with the requirements of the applicable CATV Franchises;
(viii) where required, appropriate authorizations from the FCC have been obtained for the use of all aeronautical frequencies in use in the Systems and the Systems are presently being operated in compliance with such authorizations;
(ix) all of the existing towers used in the operation of the Systems are obstruction-marked and lighted to the extent required by, and in accordance with, the rules and regulations of the FAA and appropriate notification to the FAA has been filed for each such tower where required by the Rules and policies of the FCC, and all other required certificates, permits and clearances from Governmental Authorities, including the FAA, with respect to all towers, earth stations, business radios and frequencies utilized and carried by the Systems have been obtained; and
(x) all notices to subscribers of the Systems required by the rules and policies of the FCC have been provided.
(b) All notices, statements of account, supplements and other documents required under Section 111 of the Copyright Act of 1976 and under the rules of the Copyright Office with respect to the carriage of off-air signals by the Systems have been duly filed, and the proper amount of copyright fees have been paid on a timely basis, and each System qualifies for the compulsory license under Section 111 of the Copyright Act of 1976, except to the extent that the failure to so file or pay could not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect.
(c) The carriage of all off-air signals by the Systems to be owned by the Companies is permitted by valid transmission consent agreements or by must-carry elections by broadcasters, except to the extent the failure to obtain any of the foregoing could not (either individually or in the aggregate) reasonably by expected to have a Material Adverse Effect.
(d) Each of the Companies and, to the Borrower's best knowledge, the San German Sellers, have has complied with their its respective obligations with regard to protecting the privacy rights of any past or present customers of the Systems, except to the extent that the failure to so comply could not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect.
(e) None of the Companies which owns the Systems has been denied EEO certification by the FCC, and no FCC proceedings against any such Company in respect of EEO violation are pending or, to the Borrower's best knowledge, threatened, which, if resolved adversely to the Companies, could reasonably be expected (either individually or in the aggregate) to have a Material Adverse Effect.
(f) The assets of the Systems are adequate and sufficient in all material respects for all of the current operations of the Systems.
Appears in 1 contract