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(d) Opinion of Counsel. An opinion of counsel to Buyer, dated as of the Closing Date, substantially in the form of Exhibit I hereto. (e) Adjustment Escrow Ameement. The Adjustment Fscrow Agreement, duly executed by Buyer and the Adjustment Escrow Agent if required pursuant to Section 2.*). (f) Releases. The releases of Sellers under the Debt Documents and Enamor Debt Documents refound to in Section 6.7 ad 7.2. (g) Other Transaction Documents. If FHGLP contributes the Contributed Interests to Charter LLC pursuant to Section 2.1(b), the Put Agreement, duly executed by Paul Allen, the Registration Bights Agreement, duly executed by PublicCo if required at the Closing by Section 6.6(f), the Charter LLC Operating Agreement duly executed by Buyer and Charter LLC (if agreed to prior to Closing) and the Exchange Agreement, duly executed by PublicCo if required at the Closing by Section 6.6(f) (to the extent each is agreed to prior to Closing); and the Amended Falcon Partnership Agreement, duly executed by Buyer and Charter LLC, in a form reasonably acceptable to FHGLP. , SECTION 9: TERMWATION 9.1 Agreement between Sellers and Buver. This Agreement may be terminated at any time prior to the Closing and the purchase and sale of the Purchased Interests abandoned, by written agreement among the parties hereto. 9.2 Termination by Sellers. This Agreement may be terminated at any time prior to the Closing by Sellers and the purchase and sale of the Purchased Interests abandoned, upon written notice to Buyer, upon the occurrence of my of the following: (a) Conditions. If on any date determined for the Closing in accordance with Section 8. 1, each condition set forth in Section 7.1 has been satisfied (or will be satisfied by the delivery of documents at the Closing) or waived in writing by Buyer on such date and either (i) a condition set forth in Section 7.2 has not been satisfied (or will not be satisfied by the delivery of documents athe Closing) or waived in writing by Sellers on such date or (ii) Buver has nonethelmc refused to consummate the Closing, provided that Buyer shall have five days to cure such matter alterreceipt of notice ofSellet's intent to terminate pursuant to this Section 9.2(a). Notwithstanding the foregoing, Sellers may not rely on the failure of any condition set forth in Section 7.2 to be satisfied if such failure was principally caused by Sellers' or any Falcon Company's failure to act in good faith or a breach of or failure to perform any of its representations, wanonties, covenants or other obligations in accordance with the terms of this Agreement. (b) Unsel Dat . If the Closing shall not have occurred on or prior to the Upset Date as extended as provided in Section 8.1(a)(3) or Section 8.1(aH4), unless the failure of the Closing to occur was principally caused by Sellers' or any Falcon Company's failure to act in good faith or a breach of or failure to perform any of its mprcsenmdons, wmrenties, covenants or other obligations in accordance with the terms of this Agreement. txvvmrrarxr<vnou 63