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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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(c) Buyer will either (I) prior to the Closing procure from the lenders under the <br />Credit Agreement and from the purchasers under the MONY Agreement a written waiver, in form <br />and substance reasonably satisfactory to Sellers, that will permit the transactions contemplated by <br />this Agreement to be consummated without a default or an event of default thereunder being caused <br />thereby, that will permit the sale and transfer of the Purchased Interests and the Contributed Interest <br />to Buyer and Chanter LLC as contemplated by this Agreement and the receipt by the Sellers of the <br />Aggregate Consideration therefor free and clear of the pledges under the Credit Agreement, and that <br />will release Sellers firom any obligations and restrictions they may have under the Senior Debt and <br />the Credit Agreement and the MONY Notes and the MONY Agreement and related Debt <br />Documents, or (2) simultaneously with the Closing mid without limiting any other obligations of <br />Buyer, satisfy and discharge all obligations of the Falcon Companies in respect of the Senior Debt <br />and the Credit Agreement and the MONY Notes and the MONY Agreement and related Debt <br />Documents (including all principal, acemed and unpaid interest and all other amounts, including any <br />prepayment penalty or premium or any breakage casts) that become due and payable concurrently <br />with, or as a result of, the consummation of the Closing. <br />(d) Buyer acknowledges and agrees that all obligations of Enstar Finance with <br />respect to Indebtedness, including the Enwar Credit Agreement (including all principal and unpaid <br />interest and all other amounts) shall remain obligations of Enstar Finance through and after the <br />Closing, and Buyer will cooperate with Enster Finance with respect to any information relating to <br />Buyer that shall be reasonably requested by the lenders under the Enstar Credit Agreement. <br />(e) Buyer will either (1) prior to the Closing procure from the lenders under the <br />EnstarCredit Agreement a written waiver, in form and substance reasonably satisfactory to Falcon, <br />that will permit the receipt by the applicable Sellers of the Aggregate Consideration therefor free <br />and clear of the pledges under the Enstar Credit Agreement, and that will release the applicable <br />Sellers from any obligations and restrictions they may have under the Enstar Credit Agreement and <br />related Emmr Debt Documents, or (2) simultaneously with the Closing and without limiting any <br />other obligations of Buyer, satisfy and discharge all obligations of Boater Finance in respect of the <br />Enstm Credit Agreement and related Enstar Debt Documents (including all principal, accrued and <br />unpaid interest and all other amounts, including any prepayment penalty or premium or any <br />breakage costs) that become due and payable concurrently with, or as a result of, the consummation <br />of the Closing. <br />6.8 Retention and Access to the Falcon e Records. Except as provided in <br />Section 6.10(exl), Sellers shall, for a period of four years from the Closing Date, have access to, <br />and the right to copy, at its expense, during usual business hours upon reasonable prior notice to <br />Buyer, all of the books and records relating to the Falcon Companies, Assets and Systems that were <br />transferred to Buyerpursuant to this Agreement. Buyer shall retain and preserve all such books and <br />records for such four year period. Subsequent to such four year period, Buyer shall only destroy <br />such books and records ifthere is no ongoing litigation, gmvemmenml audit or other proceeding, and <br />subsequent to thirty days' notice to Sellers of their right to remove and retain such books and records <br />or to copy such books and records prior to their destruction. <br />MIA"e-EXECUTION 50 <br />
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