1999-215 - Laserfiche WebLink

Home Browse Search

comes of action, salts, debts and claims (other than claims for fraud or criminal conduct) arising out of fact or circumstances prior to the Closing, whether at law or in equity or otherwise, which Buyer aanyofthe Falcon Companies ever had or now or hereafter may have for, upon or by reason of my matter, cause or thing whatsoever related to the Falcon Companies, whether, contingent, accrued or otherwise arising out of facts or circumstances prior to the Closing; provided that the foregoing shall not limit Buyers rights provided for in Section 10. 6.13 Exculpation and indemnificai on After the Closing, Buyer and the Falcon Companies will be bound by and will assume the same obligations to satisfy (and Buyer will cause the Falcon Companies to continue to satisfy) the rights of exculpation, indemnification and advancement of expenses to which the present and former partners, members, stockholders, directors, representatives, officers, employees and agents of the Falcon Companies and any of their respective Affiliates are entitled with respect to any matter existing or occurring prior to the Closing and/or with respect to this Agreement and the Transaction Documents, under each such Falcon Company's Orgardmtional Documents, by contract or agreement or by resolution of the Board of Representatives or Board of Dire=tors or other similar governing entity (as the case may ba) of such Falcon Company, in accordance with the terms and conditions of any such exculpation and indemnification provisions as in effect on the date of this Agreement. Without limiting the foregoing Buyer agrees to maintain in place for a period of not less than six years firm the Closing, forthe benefit of the parties mentioned in the foregoing sentence, directors' and officers' insurance, on substantially the same terms and to the same extent as presently in effect for the Falcon Companies; provided that Buyers obligation pursuant to this sentence only shall lapse on the third madverr ry of the Closing ifthe cast ofmaintaining such insurance has increased more than twofold since the Closing Date and the beneficiaries of such insurance do not elect to reimburse Buyer for the amount of any such cost increase. 6.14 Rate Regulatory Matters. Buyer acknowledges that, except as expressly represented and warranted in Section 3.11(e) and Section 3.16, Falcon is not making any representation or warranty regarding any Rate Regulatory Mauer (including with respect to compliance with any Legal Requirements dealing with, limiting or affecting the rates which can be charged by cable television systems to their customers (whether for programming, equipment, installation, service or otherwise)). Accordingly, except for any right or remedy that Buyer may have arising out of a breach of the reoresentatioac and warratie< made by Falcon in eecdon 3,r t (.) ad eee fon 3.16 no Rate Regulatory Matter and no manor relating to, in connection with or restating or arising from any Rate Regulatory Matter, or my actions taken prior to or after We date hereof by any Falcon Company to comply with or in a good faith attempt to comply with any Rate Regulatory Mauer (including my rate reduction, refund, penalty or similar action having the effect of reducing the rates previously or subsequently paid by subscribers, whether instituted or implemented by or imposed on my Falcon Company and changes to rate practices instituted or implemented by or imposed on my Falcon Company), shall: (a) cause or emutmate, directly or indirectly, a breach by Falcon or Sellers of my of their representations, warranties, covenants or agreements contained in this Agreement or my other Transaction Document (and such representations, warranties, covenants, and agreements shall hereby be deemed to be modified appropriately to reflect and permit the impact and existence of such Rate Regulatory Matters and to permit my action by my Falcon Company to comply with or attempt in good faith to comply with such Rate Regulatory Matters); (b) otherwise ATlnlrrlr ExECVoQN 56