1999-215 - Laserfiche WebLink

Home Browse Search

of the Systems, and are licensed to operate in all material respects all the facilities of the Systems requited by Legal Requirements to be licensed. (d) RRqucit for Sitmal Caniaae. Except for nonduplication and blackout notices received in the ordinary course of business, none of the Falcon Companies has received any FCC order requiring any System to carry a television broadcast signal or to terminate carriage of a television broadcast signal with which it has not complied, and, except as disclosed in SchOule 3.11. the Falcon Companies have complied in all material respects with all written and bona fide requests or demands received from television broadcast stations to carry or to terminate carriage of a television broadcast signal on a System. (e) Rate Ramdatory Matters. Schedule 3.11 sets forth a list of all Governmental Authorities that are certified to regulate rates of the Systems pursuant to the Cable Act and FCC Regulations as of the date ofthis Agreement. Except as disclosed in Schedule 3.11nopendingrate complaints have been filed withthe FCC against the Systems. Except as disclosed in Schedule 3.11. as ofthe data of this Agreemen5 none of the Falcon Companies has received any written notice and, to Falcon's Knowledge, any notice (other data written notice) from any Governmental Authority that it has any obligation or liability to refund to subscribers of the Systems any porton of the revenue received by such Falcon Company from subscribers of the Systems (excluding revenue with respect to deposits for converters, encoders, decoders and related equipment and other prepaid items) that has not been resolved. (f) The Systems and Assets are insured against claims, loss or damage in amounts generally customary in the cable television industry and consistent with the Falcon Companies' past preetices. All such policies we with financially sound insurers and are each outstanding and in fall force and effect on the date hereof Except as set forth on Schedule 3.11, as of the date hereof, within the past two (2) years no insurance carrier has denied any claim for insurance made by any Falcon Company in respect of my of the Systems and Assets or refused to renew any policy issued in respect of my of the Systems and Assets. (g) Right ofFirst Refusal. No Person (excluding Governmental Authorities) has any right to acquire any interest in any of the Systems (including any right of fust refusal or similar right). Except as will be disclosed in Schedule 3.11 (which will be delivered to Buyer within 30 days Ow die execution of this Agreement), no Governmental Authority has any right to acquire any interest in any of the Systems (including any right of first refusal or similar right), other than rights ofcondamnation or eminent domain afforded by law or upon the termination of or default under my Franchise. 3.12 Taxes. (a) William material exception, the Falcon Companies have filed or have caused to be filed in a timely manner all required Tax Returns with the appropriate Governmental Authorities in all jurisdictions in which such Tax Returns are required to be filed by the Falcon Companies (except Tax Returns for which the filing date has not expired or has been extended and such extension period has not expired). All Taxes shown on any Tax Returns required to be filed DOXCU LEXECITUM 29