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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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video service provider intends to provide such cable television or other video service in competition <br />With any Falcon Company. Notwithstanding the foregoing, it is understood that Falcon makes no <br />representation or warranty in this Section 3.20 or this Agreement regarding competition or potential <br />competition by satellite master antenna television systems or direct broadcast satellite systems. <br />Except as set forth in Schedule 3.20, no Falcon Company is, nor is any Affiliate of any Falcon <br />Company, a party to any agreement restricting the ability of any Falcon Company or Buyer to <br />operate cable television systems or any other video programming distribution business within any <br />ofthe Franchise Areas. <br />3.21 Disconnections. Schedule 3.23 sets forth (i) the approximate aggregate number of <br />Subscribers which the Falcon Companies have disconnected from service during each of the months <br />specified thereon and (ii) a general description of the Falcon Companies' policies relating to the <br />disconnection of Subscribers from service. <br />3.22 a 2000. Each Falcon Company has (i) initiated a review and assessment of all <br />areas within its business that would reasonably be expected to be adversely affected by "Yea 2000 <br />Matters" (that is, the risk that computer applications used by such Falcon Company may be unable <br />to recognize and perform properly date -sensitive functions involving certain dates prior to and any <br />date after December 31, 1999), (ii) developed a plan (the "Yea 2000 Plan") for addressing You <br />2000 Matters on a timely basis, and (iii) to date, implemented the You 2000 Plan. <br />3.23 Budgets. Schedule 3.23 sets forth true, correct and complete copies of the Falcon <br />Companies capital expenditure budgets for the period from Jane 1, 1999 to December 31, 1999 (the <br />"Capital Expenditure Budget"); it being understood that the obligations of the parties with respect <br />to capital expenditures is subject to Section 6.1(b)(7). <br />3.24 SEC Reoorts. The statements made by Falcon in the public documents previously <br />Sled by it with the SEC were true and correct in all material respects as of the date made in light of <br />the circumstances in which they were made. <br />3.25 FWjsm CQmrgRt Practices Act. No Falcon Company has, directly or indirectly, used <br />any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses <br />relating to political activity, made arty adawful payment to foreign or domestic government officials <br />-vi caupluycca or to foreign or domestic political parties or campaigns from corporate funds, violated <br />any provision of the Foreign Corrupt Practices Act of 1977, as amended, or made any bribe, rebate, <br />payoff, influence payment, kickback or other similar unlawful payment. <br />3.26 Cure. For all purposes under this Agreement, the existence or cocurrance of any <br />events or circumstances which constitute or cause a breach of a representation or warranty of Falcon <br />(as modified by Falcon's Disclosure Schedules) on the date such representation or warranty is made <br />shall be deemed not to constitute a breach of such representation or warranty if such event or <br />circumstance is cured on or prior to the Closing Date or the earlier termination of this Agreement. <br />Mlmas.mmmon 35 <br />
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