ANY MATERIAL LIEN.
NEITHER COMPANY HAS RECEIVED ANY NOTICE OF VIOLATION OF
ANY MATERIAL LIEN.
4.9
MATERIAL CONTRACTS.
(A)
SCHEDULE 4.9 SETS FORTH AS OF THE DATE HEREOF EACH OTHER MATERIAL
CONTRACT, EXCLUDING ANY OTHER MATERIAL CONTRACT THAT IS A TRANSFERRED ASSET.
(B)
EXCEPT FOR THE OTHER MATERIAL CONTRACTS LISTED ON SCHEDULE 4.9,
NEITHER OF THE COMPANIES IS A PARTY TO OR IS BOUND BY ANY:
(I)
AS OF THE DATE HEREOF, PROGRAMMING AGREEMENTS;
(II)
PARTNERSHIP OR JOINT VENTURE AGREEMENTS;
(III)
CONTRACTS WITH ANOTHER PERSON MATERIALLY LIMITING OR RESTRICTING
THE ABILITY OF THE COMPANIES TO (A) ENTER INTO OR ENGAGE IN ANY MARKET OR LINE
OF BUSINESS OR (B) DISCLOSE CONFIDENTIAL INFORMATION;
(IV)
CONTRACTS UNDER WHICH THE COMPANIES HAVE CREATED, INCURRED,
ASSUMED OR GUARANTEED ANY INDEBTEDNESS FOR BORROWED MONEY, OR ANY CAPITALIZED
LEASE OBLIGATION;
(V)
MATERIAL SETTLEMENT, CONCILIATION OR SIMILAR CONTRACTS OR
AGREEMENTS OTHER THAN THOSE ENTERED INTO SUBSEQUENT TO THE DATE HEREOF IN
COMPLIANCE WITH SECTION 7.12;
39
(VI)
CONTRACTS OR AGREEMENTS CONTAINING PROVISIONS THAT PROVIDE TO ANY
PERSON A FIRST REFUSAL, FIRST OFFER OR SIMILAR PREFERENTIAL RIGHT TO PURCHASE OR
ACQUIRE ANY PROPERTIES OR ASSETS OF, OR EQUITY INTERESTS IN, THE COMPANIES;
(VII)
POWERS OF ATTORNEY OR OTHER SIMILAR AGREEMENTS OR GRANTS OF
AGENCY;
(VIII)
AGREEMENT FOR THE EMPLOYMENT OF ANY INDIVIDUAL ON A FULL-TIME,
PART-TIME, CONSULTING, OR OTHER BASIS PROVIDING ANNUAL COMPENSATION IN EXCESS OF
$50,000 OR PROVIDING SEVERANCE BENEFITS IN EXCESS OF THE COMPANIES' POLICIES OR
PRACTICES FOR SEVERANCE PAY SET FORTH ON SCHEDULE 4.10, OTHER THAN THOSE ENTERED
INTO SUBSEQUENT TO THE DATE HEREOF IN COMPLIANCE WITH SECTION 7.12;
(IX)
AGREEMENT UNDER WHICH IT HAS ADVANCED OR LOANED ANY AMOUNT TO ANY
OF ITS DIRECTORS, OFFICERS, AND EMPLOYEES OUTSIDE THE ORDINARY COURSE OF
BUSINESS;
(X)
OTHER CONTRACTS, AGREEMENTS, COMMITMENTS, UNDERSTANDINGS OR
INSTRUMENTS INVOLVING THE PURCHASE OR SALE OF GOODS OR MATERIALS OR THE
PERFORMANCE OR RECEIPT OF SERVICES, IN EACH CASE INVOLVING PAYMENTS IN EXCESS OF
$100,000 ANNUALLY;
(XI)
ANY LEASE, SUBLEASE, LICENSE OR OTHER AGREEMENT UNDER WHICH THE
COMPANIES HOLD ANY LEASED REAL PROPERTY (OTHER THAN THE LEASES SET FORTH ON
SCHEDULE 4.8(B)); OR
(XII)
ANY ADDITIONAL OTHER MATERIAL CONTRACT OTHER THAN THOSE ENTERED
INTO SUBSEQUENT TO THE DATE HEREOF IN COMPLIANCE WITH SECTION 7.12.
(C)
EACH OF THE OTHER MATERIAL CONTRACTS IS (OR, IN THE CASE OF THE
CABLE VENTURE, UPON ENTRY OF THE CONFIRMATION ORDER WILL BE) A VALID AND BINDING
OBLIGATION OF THE CABLE VENTURE OR CABLE CORP., ENFORCEABLE AGAINST THE CABLE
VENTURE OR CABLE CORP., AS THE CASE MAY BE, IN ACCORDANCE WITH ITS TERMS.
NEITHER COMPANY, NOR TO THE COMPANIES' KNOWLEDGE, ANY OTHER PARTY THERETO, IS IN
BREACH OR DEFAULT IN ANY MATERIAL RESPECT UNDER ANY OF THE OTHER MATERIAL
CONTRACTS TO WHICH IT IS A PARTY NOR IN RECEIPT OF ANY WRITTEN CLAIM OF BREACH
OR DEFAULT UNDER SUCH OTHER MATERIAL CONTRACTS.
NEITHER OF THE COMPANIES NOR
ANY SELLER PERSON HAS RECEIVED ANY WRITTEN NOTICE FROM ANY PARTIES TO ANY OF THE
OTHER MATERIAL CONTRACTS OF SUCH