WITH THE TERMINATION OF THE NOTES;
(III)
THE ASSIGNMENT AND ASSUMPTION AGREEMENTS
WITH RESPECT TO A 40% GENERAL PARTNERSHIP INTEREST IN PACIFIC RPP AND THE FOX
DISTRIBUTED ENTITIES;
(IV)
THE ASSIGNMENT AND RELEASE AGREEMENT IN
CONNECTION WITH THE TERMINATION OF THE INTEREST OF FOX RPP PARTNER IN MSG FLIGHT
OPERATIONS, LLC;
(V)
THE ASSIGNMENT AND ASSUMPTION AGREEMENTS
WITH RESPECT TO THE TRANSFERRED INTERESTS;
(VI)
COPIES OF ALL DOCUMENTS EVIDENCING LEAGUE
CONSENTS AND REQUIRED CONSENTS AND GOVERNMENTAL APPROVALS, IF ANY, AS MAY BE
REQUIRED BY OR WITH RESPECT TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY TO BE OBTAINED BY THE FOX PARTIES ON OR PRIOR TO THE CLOSING DATE;
(VII)
A CERTIFICATE, DATED AS OF THE CLOSING DATE,
DULY SIGNED BY AN AUTHORIZED OFFICER OF EACH OF THE FOX PARTIES, CERTIFYING THAT
(A) THE REPRESENTATIONS AND WARRANTIES OF SUCH FOX PARTY ARE TRUE AND CORRECT IN
ALL MATERIAL RESPECTS AT AND AS OF THE CLOSING DATE AND WITH THE SAME FORCE AND
EFFECT AS THOUGH MADE AT AND AS OF THAT TIME, EXCEPT THAT THOSE REPRESENTATIONS
AND WARRANTIES WHICH ADDRESS MATTERS ONLY AS OF A PARTICULAR DATE SHALL REMAIN
TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS OF SUCH DATE, AND (B) THAT ALL
OBLIGATIONS REQUIRED TO BE PERFORMED BY SUCH FOX PARTY UNDER THIS AGREEMENT ON
OR PRIOR TO THE CLOSING DATE HAVE BEEN COMPLIED WITH AND PERFORMED IN ALL
MATERIAL RESPECTS;
(VIII)
THE PACIFIC RPP PARTNERSHIP AGREEMENT;
(IX)
THE ADVERTISING REPRESENTATION AGREEMENT
AMENDMENTS;
(X)
THE AFFILIATION AGREEMENT AMENDMENTS;
(XI)
THE FOX RELEASE;
18
(XII)
THE RNC AGREEMENT AMENDMENTS;
(XIII)
AN AGREEMENT TERMINATING THE REIMBURSEMENT
AGREEMENT OTHER THAN AS TO ANY OBLIGATION RELATING TO THE PACIFIC PARTNERSHIP;
AND
(XIV)
SUCH OTHER DOCUMENTS AS MAY BE NECESSARY IN THE
REASONABLE OPINION OF THE RAINBOW PARTIES TO TRANSFER OWNERSHIP OF THE 60%
GENERAL PARTNERSHIP INTEREST IN PACIFIC RPP, FREE AND CLEAR OF ANY LIENS, OR TO
EVIDENCE THE SATISFACTION OF ANY OTHER OBLIGATION OF THE FOX PARTIES HEREUNDER.
ARTICLE IV
[INTENTIONALLY OMITTED]
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF THE RAINBOW PARTIES
Each Rainbow Party represents and warrants to the Fox Parties as follows:
SECTION 5.1
LIMITED LIABILITY STATUS.
SUCH
RAINBOW PARTY IS A LIMITED LIABILITY COMPANY DULY ORGANIZED, VALIDLY EXISTING
AND IN GOOD STANDING UNDER THE LAWS OF THE STATE OF DELAWARE.
SUCH RAINBOW
PARTY HAS ALL REQUISITE POWER AND AUTHORITY TO OWN OR LEASE, AS THE CASE MAY BE,
ITS PROPERTIES AND TO CARRY ON ITS BUSINESS AS NOW CONDUCTED.
THERE IS NO
PENDING OR, TO THE BEST OF THE KNOWLEDGE OF SUCH RAINBOW PARTY, THREATENED
PROCEEDING OR OTHER ACTION BY ANY OTHER PARTY WITH RESPECT TO THE DISSOLUTION,
LIQUIDATION, INSOLVENCY OR REHABILITATION OF SUCH RAINBOW PARTY.
SECTION 5.2
POWER AND AUTHORITY;
ENFORCEABILITY.
SUCH RAINBOW PARTY HAS THE POWER AND AUTHORITY TO EXECUTE AND
DELIVER THE TRANSACTION DOCUMENTS TO WHICH IT IS A PARTY AND TO PERFORM ITS
OBLIGATIONS HEREUNDER AND THEREUNDER AND CONSUMMATE THE TRANSACTIONS
CONTEMPLATED HEREBY AND THEREBY.
SUCH RAINBOW PARTY HAS TAKEN ALL NECESSARY
LIMITED LIABILITY