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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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cause or constitute, directly or indirectly, a default or breach by any Falcon Company or Sellers <br />under this Agreement or any other Transaction Document; (c) result in the failure of any condition <br />precedentm the obligations of Buyer under this Agreement or any other Transaction Document; (d) <br />otherwise excuse Buyees performance of its obligations under this Agreement or any other <br />Transaction Document; or (e) give rise to any claim for (i) any adjustment to the Aggregate <br />Consideration or other compensation or (ii) indemnification or other claim. <br />6.15 jjEjgagg Scltedulea.'Ihe parties aclmowledge and agree that (i) Falcon's Disclosure <br />Schedules and Charter's Disclosure Schedules may include certain items and information solely for <br />informational purposes for the convenience of the parties hereto and (ii) the disclosure of my matter <br />in Falcon's Disclosure Schedules or Chances Disclosure Schedules shall not be deemed to constitute <br />an acknowledgment by Falcon or Sellers, in the case of Falcon's Disclosure Schedules, or Buyer in <br />the case of Charter's Disclosure Schedules, that the matter is material. <br />6.16 Environmental Reports. At any time after the date hereof, Buyer shall have the right <br />to engage an environmental consultant to conduct a Phase T environmental audit and to prepare a <br />Phase I environmental report, and if recommended in such Pbase I environmental report, a Phase <br />11 environmental audit and Phase B environmental report for any Real Property site. The tort of <br />Phase I and Phase B environmental audits and reports shall be home by Buyer. The Falcon <br />Companies shall cooperate with Buyer in all reasonable respects in connection with such Phase I <br />and Phase B environmental audits and reports, including providing all reasonable access to their <br />respective properties and facilities. <br />6.17 Year2000Matters. The Falcon Companies shall have taken commercially reasonable <br />actions to implement the Year 2000 Plan and to complete implementation of the Year2000 Plan as <br />soon as is reasonably practicable. The Falcon Companies shall cooperate with Buyer prior to the <br />Closing with respect m the Year2000 Matters. Such cooperation shall include providing Buyer with <br />status reports as Buyer may reasonably request regarding Year 2000 Matters, assisting Buyer in the <br />refinement and implementation of the Year 2000 Plan, assisting Buyer in developing and <br />implementing plans for Buyer to continue the Year 2000 Plan after the Closing, and using <br />commercially reasonable efforts to implement all solutions identified as reasonably necessary to the <br />implementation of the Year 2000 Plan by vendors, distributors and manufacturers of the Falcon <br />Companies' computer applications. <br />6.18 TO Amengcments. Al the Closing, the business arrangements specified on Schedule <br />¢,j¢ between the Falcon Companies and TO or Affiliates of TCI will be terminated except as <br />provided in Schedule 6.18. <br />6.19 Restructuring. Falcon will in good faith cooperate with Buyer in examining a <br />restructuring to be effected at or after Closing of Falcon and certain Falcon Companies, as <br />contemplated by Buyer; provided that neither Falcon nor any of the Falcon Companies will be <br />required to undertake any actions that would, or could reasonably be expected to (as dommuned by <br />Falcon in its mawnable discretion): (i) have an adverse economic effect on Falcon, any of the Falcon <br />Companies, any Seller or any direct or indirect equity holder of any Seller for which Buyer does not <br />make any such party economically whole, or (ii) more than manaterially delay the Closing. <br />Mt.'--ExECUrtq! 57 <br />
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