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Franchise, FCC License or Material Contract; (b) will not conflict with any provision of the Organizational Documents ofany, Falcon Company, each as currently in effect; (c) assuming receipt of all Consents listed in Schedillq3 4 or Schedule 3 8 will not conflict with, in any material way, result in a material breach of, or consdmte a material default under any Legal Requirement to which my Falcon Company is bound; (d) assuming receipt of all Consents listed in Schedule 3.4 or Schedule 3.8 will not conflict with, constitute grounds for termination of, result in a breach of, constitute a default under, or accelerate or permit the acceleration of any performance required by the terms of any Franchise, FCC License, or Material Contract; and (e) assuming receipt of all Consents, will not result in the creation of any Encumbrance upon the Assets or the Purchased Interests. Notwithstanding the foregoing, Falcon makes no representation or warranty regarding any ofthe foregoing that may result from the specific legal or regulatory status of Buyer or its Affiliates or as a result of any other facts that specifically relate to the business or activities in which Buyer or its Affiliates is or proposes to be engaged other than the cable television business. 3.5 Financial Stateroom . (a) Falcon has delivered to Buyer nue and complete copies of the audited consolidated financial statements of Falcon (including the notes thereto) for the year ended December 31, 1998 and the unaudited consolidated financial statements of Falcon for the three months ended March 31, 1999 (collectively, the "Falcon Financial Statements"). (b) The Falcon Financial Statements; (1) have been prepared from the books and records of the Falcon Companies to which they relate; (2) have been prepared in accordance with GAAP consistently applied (except as indicated in the notes thereto and except, in the case of the unaudited Falcon Financial Statements, for the omission of footnotes and changes resulting from customary and recurring yearend adjustments); and (3) subject to the addition of footnotes and changes resulting from customary and retuning year-end adjustments in the case of the unaudited Falcon Financial Statements which in the aggregate are not expected to be material, present fairly in all material respects the financial condition of the Falcon Companies to which they relate as at December 31, 1998, or March 31, 1999, as the case may be, and the results of operations for the period then ended. 3.6 Absencoaf Undisclosed I inhilines. (a) None of the Falcon Companies has any indebtedness, liability or obligation of a type required by GAAP to be reflected on a balance sheet that is not reflected or reserved against in the balance sheet of the Falcon Companies included in the Falcon Financial Statements, other than indebtedness, liabilities and obligations that were incurred in the ordinary course of business after December 31, 1998, or that would not, in the aggregate, reasonably be expected to be material in accordance with GAAP. (b) As of the date hereof, except u provided in or arising pursuant to the loan or credit agreements, notes, bonds, indentures and other agreements and instruments listed in Schedule 3& or under certain of the property leases listed in Schedule 3 8, the Falcon Companies have no Indebtedness. X01WIENE%ECUmal 25