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facts that specifically relate to the business or activities in which any of Buyer or its Affiliates is or Proposes to be engaged other than the cable television business, 4.4 Tltle to Pu h red Interest, (a) Such Seller holds all legal and beneficial rights to the Purchased Interests held by such Seller, free and clear of all Encumbrances and options to purchase, other than the pledges disclosed in Schedule 4.4 and subject to the Legal Restrictions, and upon the Closing Buyer will acquire legal and beneficial ownership of such Purchased Interests, free and clear of all Encumbrances and options to purchase, other than the pledges disclosed in Schedule 4A and subject to the Legal Restrictions and any Encumbrances created by Buyer. (b) Except as disclosed in Schedule 4 4. Enda r does not directly or indirectly own, ofrecom or beneficially, any outstanding securities or other interest in any person or have the right or obligation to acquire, any Equity Interests, outstanding securities or other interest in any Person. Except as set forth in Schedule 4 4, Enstar owns such Equity Interests free and clear of all Encumbrances, but subject to the Legal Restrictions. 4.5 ICIRWISAnd-Liligglion. Except as disclosed in Schedule 4.5 as of the date of this Agreement there is no claim, legal action, arbitration or other legal, administrative or tax proceeding Pending or threatened in writing or, to such Seller's Knowledge, threatened (other than in writing), nor is there outstanding any order, decree or judgment against such Seller that if adversely determined, would materially impair such Seller's ability to perform its obligations under this Agreement. 4.6 Certain Fees. Except as disclosed irlSchedule 4.6, no finder, broker, agent, financial advisor or other intermediary has acted on behalf of such Seller in connection with this Agreement or the transactions contemplated by this Agreement or is entitled to any payment in monecdon herewith or therewith which, in either case, would result in any obligation or liability to Buyer or any Falcon Company. 4.7 Iii-yestment Pumsm Investment Company. FHGLP is acquiring the Equity Consideration for investment for its own accon, and not with a view to dun Cala,. AVe,.:6..c.._ _c any part Ihereoi within the meaning of the Securities Act (other than traders by FHGLPto its Panthers). FHGLP (either alone or together with its advisors) has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Equity Consideration and is capable of bearing the economic risks of such investment. FHGLP is an informed and sophisticated purchaser, and has engaged "pen advisors, experienced in the evaluation and purchase of equity interests such as contemplated hereunder. FHGLP has undertaken such investigation and bas been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. FHGLP acknowledges that Buyer has given FHGLP complain and open access to the key employees, documents and facilities of Buyer and its Subsidiaries. FHGLP will undertake prior to .. Closing such further investigation and request such additional documents and information as it ncmnrrmew;c m 37