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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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Company with respect to any of the Systems. Falcon has made available to Buyer, to the extent in <br />the possession of the Falcon Companies, copies of all FCC forms relating to ram regulation filed <br />with any Governmental Authority with respect to the Systems by parties other than the Falcon <br />Companies and copies of all correspondence from or to parties other than the Falcon Companies <br />with any Govemmemal Authority relating to rate regulation generally and any other Rate Regulatory <br />Matter or specific rates charged to subscribers of the Systems, and any other documentation <br />supporting any exemption from the rate regulation provisions of the Cable Act claimed by the <br />Systems by parties other than the Falcon Companies, <br />3.17 Transactions with Affiliates. Except to the extent disclosed in the Falcon Financial <br />Statements and the notes thereto or Schedu e 3_1 7, none of the Falcon Companies is involved in any <br />business arrangement or business relationship or is a party to any agreement, contract, commitment <br />or transaction with any Affiliate of any of the Falcon Companies (other than another Falcon <br />Company), and no Affiliate of my of the Falcon Companies (other than another Falcon Company) <br />owns any property or right, tangible or intangible, that is used in the business of the Falcon <br />Companies (other than in its capacity as a direct or indirect equity or debt holder of the Falcon <br />Companies). <br />3.18 Certain Fees. No finder, broker, agent, financial advisor or other intermediary has <br />acted on behalf of any Falcon Company in connection with this Agreemenq any Transaction <br />Document or the transactions contemplated hereby or thereby, or is entitled to any payment in <br />commotion herewith or therewith which, in either case, would result in any obligation or liability to <br />Buyer or any Falcon Company. <br />3.19 Inventory. Each Falcon Company has inventory, spare parts and materials relating <br />to the Systems of the type and nature sad maintained at a level consistent with past practice (the <br />"Inventory"), and such Inventory will be sufficient to operate their respective businesses in the <br />ordinary course for at least thirty (30) days after the Closing. <br />3.20 Overbuilds Competition. Except as set forth in Schedule 3.20, as ofthe date of this <br />Agreement, (i) no construction programs have been undertaken by any Governments] Authority or <br />other person or other active cable television, multichannel multipoint distribution system (as defined <br />by the rules and regulations of FCC), or multipoint distribution system provider in anv of the <br />Franchise Areas and, to Falcons Knowledge, without investigation but upon inquiry of its regional <br />managers and m should reasonably be known to a reasonable cable television operator, no such <br />construction programs are proposed or threatened to be undertaken; (ii) no franchise or other <br />applications or requests of any Person to provide cable television service in the Franchise Areas <br />have been filed more then two (2) weeks prior to the date hereof or, to Falcon's Knowledge (subject <br />to the same limitation referred to in clause (i) above), have been filed less than two (2) weeks prior <br />to the date hereof or aro pending, threatened, or proposed; (iii) them is no other cable television or <br />other vides, services provider within any of the Franchise Areas which is providing or, to Falcon's <br />Knowledge (subject to the same limitation referred to in clause (1) above), has applied for a franchise <br />to provide cable television services or other video services to any of the Franchise Areas in <br />competition with any afthe Falcon Companies; and (iv) none of the Falcon Companies has received <br />any written notice that any other provider ofmbte television services or other existing or prospective <br />=14211!-E%ECtnM 34 <br />
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