an amount equal to the amount of
any Loss (and any interest thereon) for which it is liable hereunder no later
than three days following any final determination of such Loss and the
Indemnifying Party's liability therefor. A "final determination" shall exist
when (A) the parties to the dispute have reached an agreement in writing, (B) a
court of competent jurisdiction shall have entered a final and non appealable
order or judgment, or (C) an arbitration or like panel shall have rendered a
final non appealable determination with respect to disputes the parties have
agreed to submit thereto.
SECTION 7.7
CHARACTERIZATION OF INDEMNIFICATION PAYMENTS. ALL PAYMENTS
MADE BY AN INDEMNIFYING PARTY TO AN INDEMNIFIED PARTY IN RESPECT OF ANY CLAIM
PURSUANT TO THIS ARTICLE VII SHALL BE TREATED AS ADJUSTMENTS TO THE PURCHASE
PRICE FOR ALL INCOME TAX PURPOSES BUT SHALL NOT AFFECT THE ESCROW AMOUNT (OTHER
THAN TO THE EXTENT OF ANY PAYMENT HEREUNDER); PROVIDED, HOWEVER, THAT ANY
PAYMENTS PURSUANT TO THIS ARTICLE VII THAT REPRESENT INTEREST PAYABLE UNDER
SECTION 7.5 SHALL BE TREATED AS (A) DEDUCTIBLE TO THE INDEMNIFYING PARTY AND
(B) TAXABLE TO THE INDEMNIFIED PARTY. THE PARTIES AGREE TO TREAT, AND TO CAUSE
THEIR RESPECTIVE AFFILIATES TO TREAT, ANY SUCH PAYMENTS IN THE FOREGOING MANNER,
FOR ALL INCOME TAX PURPOSES (UNLESS OTHERWISE REQUIRED BY A CHANGE IN APPLICABLE
INCOME TAX LAW OR AS A RESULT OF A GOOD FAITH RESOLUTION OF A CONTEST).
SECTION 7.8
REMEDIES. FROM AND AFTER THE CLOSING, THE RIGHTS AND
REMEDIES OF SELLER AND BUYER UNDER THIS ARTICLE VII SHALL BE EXCLUSIVE AND IN
LIEU OF ANY AND ALL OTHER RIGHTS AND REMEDIES WHICH SELLER AND BUYER MAY HAVE
UNDER THIS AGREEMENT OR OTHERWISE AGAINST EACH OTHER WITH RESPECT TO THE
TRANSACTION FOR MONETARY RELIEF WITH RESPECT TO (A) ANY BREACH OF ANY
REPRESENTATION OR WARRANTY OR ANY FAILURE TO PERFORM ANY COVENANT OR AGREEMENT
SET FORTH IN THIS AGREEMENT, OTHER THAN THOSE WHICH ARE INTENTIONAL OR WILLFUL
AND OTHER THAN THOSE IN (I) THE PROVISO TO THE LAST SENTENCE IN
SECTION 2.6(F) (INCLUDING AS APPLIED TO ANY MCE SYSTEM IN ACCORDANCE WITH
SECTION 2.7(C)), (II) TO THE EXTENT RELATED TO ANY OBLIGATION WITH RESPECT TO
INCREMENTAL TRANSFER TAXES, SECTION 5.7(C) (III) SECTION 5.13(J) AND (IV) THE
ESCROW AGREEMENT, THE TRANSFER TAX ESCROW AGREEMENT, THE ADELPHIA REGISTRATION
RIGHTS AND SALE AGREEMENT AND EACH MCE MANAGEMENT AGREEMENT AND (B) THE ASSUMED
LIABILITIES OR THE EXCLUDED LIABILITIES, AND, EXCEPT AS SET FORTH ABOVE, BUYER
AND SELLER EACH EXPRESSLY WAIVES ANY AND ALL OTHER RIGHTS OR CAUSES OF ACTION IT
OR ITS AFFILIATES MAY HAVE AGAINST THE OTHER PARTY OR ITS AFFILIATES FOR
MONETARY RELIEF NOW OR IN THE FUTURE UNDER ANY LAW WITH RESPECT TO THE
TRANSACTION; IT BEING ACKNOWLEDGED AND AGREED THAT BUYER, IN ITS SOLE
DISCRETION, MAY EXERCISE ITS RIGHTS AND REMEDIES WITH RESPECT TO ANY MATTER
RELATING TO SECTION 5.13(J)
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or the Adelphia Registration Rights and Sale Agreement against the Escrow
Account and/or the Seller and, to the extent