POSITIONS, OF ALL CABLE TELEVISION SYSTEMS IN
THE SACRAMENTO/STOCKTON/MODESTO NIELSEN DESIGNATED MARKET AREA (THE "SACRAMENTO
DMA") ON WHICH THE STATION'S ANALOG SIGNAL IS PRESENTLY CARRIED ("MARKET CABLE
SYSTEMS").
SELLERS HAVE TIMELY MADE MUST-CARRY ELECTIONS OR ENTERED INTO
RETRANSMISSION CONSENT AGREEMENTS WITH RESPECT TO THE MARKET CABLE SYSTEMS.
NO
MARKET CABLE SYSTEM HAS PROVIDED WRITTEN NOTICE TO SELLERS OF ANY SIGNAL QUALITY
ISSUE OR FAILED TO RESPOND TO A REQUEST FOR CARRIAGE OR, TO THE KNOWLEDGE OF
SELLERS, SOUGHT ANY FORM OF RELIEF FROM CARRIAGE OF THE STATION FROM THE FCC.
SELLERS HAVE NOT RECEIVED ANY WRITTEN NOTICE OF ANY MARKET CABLE SYSTEM'S
INTENTION TO DELETE THE STATION FROM CARRIAGE OR TO CHANGE THE STATION'S CHANNEL
POSITION ON SUCH CABLE SYSTEM.
SELLERS HAVE NO PETITION PENDING BEFORE THE FCC
TO EXTEND THE STATION'S MARKET FOR CABLE CARRIAGE PURPOSES BEYOND THE SACRAMENTO
DMA.
(B)
DISCLOSURE SCHEDULE SECTION 3.15(B) CONTAINS
A LIST OF THE CABLE SYSTEMS THAT, TO THE KNOWLEDGE OF SELLERS, CARRY THE
STATION, INCLUDING THE STATION'S CHANNEL POSITION, WHERE KNOWN, ON SUCH CABLE
SYSTEMS OUTSIDE THE SACRAMENTO DMA.
(C)
DISCLOSURE SCHEDULE SECTION 3.15(C)
CONTAINS A LIST OF ALL RETRANSMISSION CONSENT, CHANNEL POSITIONING OR OTHER
AGREEMENTS WITH CABLE SYSTEMS WITH RESPECT TO THE STATION, AND SELLERS HAVE
PREVIOUSLY FURNISHED BUYER WITH TRUE AND CORRECT COPIES OF ALL SUCH AGREEMENTS.
(D)
SELLERS TIMELY MADE MUST-CARRY ELECTIONS OR
HAVE ENTERED INTO RETRANSMISSION CONSENT AGREEMENTS WITH DIRECTTV AND ECHOSTAR,
EACH OF WHICH PROVIDE LOCAL-INTO-LOCAL SERVICE IN THE SACRAMENTO DMA.
DISCLOSURE SCHEDULE SECTION 3.15(D)(1) LISTS THESE MUST-CARRY ELECTIONS OR
RETRANSMISSION CONSENT AGREEMENTS, AND SELLERS HAVE PREVIOUSLY FURNISHED BUYER
WITH TRUE AND CORRECT COPIES OF THESE ELECTIONS OR AGREEMENTS.
NEITHER DIRECTV
NOR ECHOSTAR HAS ADVISED SELLERS OR ANY OF THEIR AFFILIATES OF ANY SIGNAL
QUALITY OR OTHER ISSUES WITH RESPECT TO THE STATION'S MUST-CARRY OR
RETRANSMISSION CONSENT ELECTIONS, AND THE STATION IS BEING CARRIED BY DIRECTV
AND ECHOSTAR IN THE SACRAMENTO DMA ON SUCH CARRIER'S SATELLITE SERVING SUCH
MARKET.
EXCEPT AS DISCLOSED ON DISCLOSURE SCHEDULE SECTION 3.15(D)(2), NONE OF
THE SELLERS NOR ANY OF THEIR AFFILIATES HAS UNRESOLVED DISPUTES WITH SATELLITE
CARRIERS WITH RESPECT TO THE CARRIAGE OF THE STATION.
SECTION 3.16
EMPLOYEES; LABOR MATTERS
(A)
DISCLOSURE SCHEDULE SECTION 3.16(A) SETS
FORTH A TRUE AND COMPLETE LIST, DATED AS OF THE DATE SET FORTH THEREON, OF ALL
INDIVIDUALS EMPLOYED BY THE STATION, INCLUDING THE NAMES, DATE OF HIRE, CURRENT
RATE OF COMPENSATION, EMPLOYMENT STATUS (I.E., ACTIVE, DISABLED, ON AUTHORIZED
LEAVE AND REASON THEREFOR), DEPARTMENT, TITLE, WHETHER COVERED BY A BARGAINING
AGREEMENT AND WHETHER FULL-TIME, PART-TIME OR PER-DIEM.
EACH SUCH EMPLOYEE IS
EMPLOYED BY A SELLER.
(B)
EXCEPT AS SET FORTH ON DISCLOSURE
SCHEDULE SECTION 3.16(B), THE BUSINESS IS NOT SUBJECT TO OR BOUND BY ANY LABOR
AGREEMENT OR COLLECTIVE BARGAINING AGREEMENT.
SELLERS ARE IN COMPLIANCE WITH
ALL CURRENTLY APPLICABLE LAWS RESPECTING EMPLOYMENT AND EMPLOYMENT PRACTICES,
TERMS AND CONDITIONS OF EMPLOYMENT AND WAGES AND HOURS, AND ARE NOT ENGAGED IN
ANY UNFAIR LABOR PRACTICE, EXCEPT FOR SUCH
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COMPLIANCE THE FAILURE OF WHICH OR THE ENGAGEMENT OF