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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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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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of this Agreement, or the termination of this Agreement prior to Closing, the Confidentiality <br />Agreement shall remain in full force and effect in accordance with its terms, but shall expire <br />concurrently with the Closing hereunder. <br />(b) No party will issue any press release or make any other public amouncements <br />concerning this Agreement or the transactions contemplated hereby except with the prior approval <br />(not to be unreasonably withheld) of the other parties, except that if any such disclosure is required <br />by law, no party will make such disclosure without first providing to the other parties an advance <br />copy of any such disclosure and a reasonable opportunity to review and comment. <br />6.3 Coopemtiore Commercially Reasonable Efforts. Without limiting any of the <br />Obligations of the parties hereunder, the parties shall cooperate with each other and their respective <br />counsel, accountants, agents and other representatives in all commercially reasonable respects in <br />connection with any actions required to be taken as part of their respective obligations under this <br />Agreement, and otherwise use their commercially reasonable efforts to consummate the transactions <br />contemplated hereby and to fulfill their obligations hereunder as expeditiously as practicable. Buyer <br />shag provide to Falcon such information relating to Buyer and its Subsidiaries and their businesses <br />and operations as Falcon shall reasonably request. <br />6.4 Consents and Notices. <br />(a) Following the execution hereof, until the Closing Date, Falcon shall use its <br />commercially reasonable efforts, and shall cause the Falcon Companies to use their commercially <br />reasonable efforts, and Buyer shall use its commercially reasonable efforts, to obtain as <br />expeditiously as possible all Consents and Designated Consents required to be obtained by the <br />Falcon Companies, including Consents and Designated Consents under the Franchises, FCC <br />Licenses and Contracts of the Falcon Companies. Falcon shall, and shall cause the Falcon <br />Companies to, and Buyer shall, prepare and file, or cause to be prepared and filed, within thirty (30) <br />days after the date hereof (subject to extension for a period of up to an additional fifteen (15) days, <br />if reasonably necessary for a parry to complete its application), all applications (including FCC <br />Forms 394 or other appropriate forms) required to be filed with the FCC and any Franchising <br />Authority that me necessary for the transfer of control to Buyer in connection with the <br />consummation of the transactions contemplated by this Agreement of the Franchises and the FCC <br />Licenses identified in Schedule 3.4. The parties shall also make appropriate requests, as soon as _ <br />practicable after the date hereof, for my Consents required under my Contract (other than the Debt <br />Documents, which shall be governed by Section 6.7). If, notwithstanding their commercially <br />reasonable efforts, Falcon and the other Falcon Companies are unable to obtain my of the Consents . <br />or Designated Consents, none of the Falcon Companies nor Sellers shall be liable to Buyer for my <br />breach of covenant, and, for the avoidance of doubq after the Closing, Sellers shall not have any <br />obligation or my liability for the failure of such Consents or Designated Consents to be obtained. <br />Except as expressly provided herein, nothing herein shall require the expenditure or payment of my <br />funds (other than in respect of nomial and usual attome,+ fees, filing fees or other normal costs of <br />doing business) or the giving of my other consideration by Sellers or the Falcon Companies. .. <br />0001Wrn E%ECUMN 45 <br />
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