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1999-215
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1999-215
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Last modified
10/31/2023 2:51:18 PM
Creation date
10/31/2023 2:45:58 PM
Metadata
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Template:
Official Documents
Official Document Type
Agreement
Approved Date
08/24/1999
Control Number
1999-215
Entity Name
Falcon Cable Media
Subject
Purchase and Contribution Agreement, Transfer of Control of Ultimate Parent
Company of Falcon Cable Media
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Knowledge, (1) none of the employees of the Falcon Companies is presently a member of any <br />collective bargaining unit related to his or her employment and (2) no collective bargaining unit has <br />filed a petition for representation of my of the employees of the Falcon Companies. <br />(g) FRIVIOMent Contra; rs. The Falcon Companies do not have any employment <br />agreements with any employee of the Falcon Companies. <br />3.14 Environmental Laws. Except as disclosed in Schedule 3.14: (a) the Falcon <br />Companies operations with respect to the Systems comply in all material respects with all applicable <br />Environmental Laws as in effect on the Closing Date; and (b) none of the Falcon Companies has <br />used the Real Property for the manufacture, transportation, treatment, storage or disposal of <br />Hazardous Substances except for gasoline and diesel fuel and such use of Hazardous Substances (in <br />cleaning fluids, solvents and other similar substances) customary in the construction, maintenance <br />and operation of a cable television system and in amounts or under circumstances that would not <br />reasonably be expected to give rise to material liability for remediation. Except as disclosed in <br />Schedule 3.14, as of the date of this Agreement, no Environmental Claim has been filed or issued <br />against the Falcon Companies and Falcon does not have Knowledge of any matter that would <br />reasonably be expected to give rise to material liability for remediation. To Falcon's Knowledge, <br />the Falcon Companies' operations with respect to the Systems have complied with all applicable <br />Environmental Laws, except such non-compliance that would not reasonably be expected to have <br />a Material Adverse Effect. <br />3.15 Claims and Lii cation. Except as disclosed in Schedule 3.15- as of the date of this <br />Agreement, there is no claim, legal action, arbitration or other legal, administrative or tax <br />proceeding, order, decree, or judgment or complaint or, to Falcon's Knowledge, investigation, <br />dispute or controversy, reasonably likely to result in, or, to Falcon's Knowledge, any other reasonable <br />basis for, litigation against or relating to the Falcon Companies (or any of their respective Affiliates, <br />directors, officers, employees or agents related to the business or operations of any Falcon <br />Companies) or the business or operations of any of the Systems (other than FCC and other <br />proceedings generally affecting the cable television industry and not specific to the Falcon <br />Companies and other than rale complaints or certifications filed by customers or Franchising <br />Authorities), other than routine collection matters or ordinary counts matters expected to be covered <br />by insurance policies maintained by the Falcon Companies, subieet to aoolicahle deductibles. <br />3.16 CgIfirliance With laws. Except as disclosed in Schedule 3.16 and except for any <br />such noncompliance as has been remedied, each of the Falcon Companies, the Systems and the <br />Assets are in compliance in all material respects with all Legal Requirements (including, without <br />limitation, (i) the Code, ERISA, the National Labor Relations Act, the Cable Act, FCC Regulations, <br />and the CopytightAct and (fi)the FCC's Cumulative Leakage Index). Falcon has delivered or made <br />available to Buyer complete end contact copies of all FCC forms relating to rete regulation filed by <br />the Falcon Companies with any Governmental Authority with respect to the Systems and copies of <br />all correspondence from or to the Falcon Companies with any Govenomenml Authority relating to <br />rate regulation generally and any other Rate Regulatory Matter or specific rates charged to <br />subscribers of the Systems, and any other documentation prepared by the Falcon Companies <br />supporting an exemption from the rate regulaiion provisions of the Cable Act claimed by any Falcon <br />rK01/YL1t E%2CN1nN 33 <br />
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