SECTION 3.19
ABSENCE OF CHANGES. SINCE THE DATE OF THE MOST RECENT
BALANCE SHEET, SELLER AND ITS AFFILIATES HAVE CONDUCTED EACH SPECIFIED BUSINESS
ONLY IN THE ORDINARY COURSE, AND EACH SPECIFIED BUSINESS HAS NOT EXPERIENCED ANY
EVENT, OCCURRENCE, CONDITION OR CIRCUMSTANCE, AND, TO SELLER'S KNOWLEDGE, NO
EVENT, OCCURRENCE, CONDITION OR CIRCUMSTANCE IS THREATENED, OTHER THAN THOSE
THAT WOULD NOT, INDIVIDUALLY OR IN THE AGGREGATE, REASONABLY BE EXPECTED TO HAVE
A MATERIAL ADVERSE EFFECT.
SECTION 3.20
ASSETS.
(A)
OTHER THAN THE EXCLUDED ASSETS, THE RIGHT, TITLE AND INTEREST OF
SELLER AND ITS AFFILIATES IN THE TRANSFERRED ASSETS CONSTITUTE ALL OF THE ASSETS
OF SELLER AND ITS AFFILIATES OWNED OR HELD BY, USED OR INTENDED FOR USE, LEASED,
LICENSED, ACCRUED, RESERVED, ALLOCATED OR INCURRED IN CONNECTION WITH THE
CONDUCT OF ANY SPECIFIED BUSINESS IN ALL MATERIAL RESPECTS AS CURRENTLY
CONDUCTED AND, IMMEDIATELY AFTER THE CLOSING, SHALL BE SUFFICIENT FOR BUYER TO
CONTINUE TO OPERATE AND CONDUCT SUCH SPECIFIED BUSINESS IN ALL MATERIAL RESPECTS
AS CURRENTLY CONDUCTED. AT THE CLOSING (AFTER GIVING EFFECT TO THE TRANSACTION),
BUYER OR ITS DESIGNATED AFFILIATE WILL HAVE GOOD AND MARKETABLE TITLE TO (OR IN
THE CASE OF TRANSFERRED ASSETS THAT ARE LEASED, VALID LEASEHOLD INTERESTS IN)
THE TRANSFERRED ASSETS FREE AND CLEAR OF ANY ENCUMBRANCES, OTHER THAN PERMITTED
ENCUMBRANCES (OR IN THE CASE OF THE TRANSFERRED INVESTMENTS, ENCUMBRANCES UNDER
THE INVESTMENT DOCUMENTS), AND THOSE CREATED BY BUYER OR ITS AFFILIATES.
(B)
THE SHARED ASSETS AND LIABILITIES ARE THE ONLY ASSETS AND
LIABILITIES OF SELLER OR ANY OF ITS AFFILIATES THAT RELATE TO BOTH OF THE
SPECIFIED BUSINESSES OR TO ANY SPECIFIED BUSINESS AND ANY OTHER BUSINESS OF
SELLER OR ITS AFFILIATES, INCLUDING ANY PART OF THE FRIENDCO BUSINESS.
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(C)
THE FRIENDCO TRANSFERRED ASSETS ARE THE ONLY ASSETS THAT ARE
PRIMARILY RELATED TO THE CABLE SYSTEMS BEING PURCHASED BY FRIENDCO. NONE OF THE
FRIENDCO TRANSFERRED ASSETS ARE PRIMARILY RELATED TO ANY SPECIFIED BUSINESS
EXCEPT TO THE EXTENT BUYER HAS OTHERWISE SO CONSENTED. OTHER THAN THE FRIENDCO
TRANSFERRED ASSETS, THE TRANSFERRED ASSETS AND THE EXCLUDED ASSETS, THERE ARE NO
ASSETS OF SELLER OR ANY OF ITS AFFILIATES RELATED TO THE BUSINESS.
(D)
SCHEDULE 3.20(D) OF THE SELLER DISCLOSURE SCHEDULE SETS FORTH A
TRUE AND COMPLETE LIST OF ALL OF THE MATERIAL ASSETS RELATED TO EACH SPECIFIED
BUSINESS OWNED, HELD BY, LEASED OR LICENSED BY ANY SUBSIDIARY OF SELLER THAT IS
NOT A DEBTOR.
(E)
OTHER THAN THE TELE-MEDIA ENTITIES, THE TRANSFERRED INVESTMENTS
AND THE WHOLLY OWNED SUBSIDIARIES OF SELLER AND AS SET FORTH ON SCHEDULE
3.20(E) OF THE SELLER DISCLOSURE SCHEDULE, SELLER AND ITS AFFILIATES HAVE NO
EQUITY SECURITY IN ANY PERSON WHICH HOLDS ASSETS PRIMARILY RELATED TO THE
OPERATIONS AND BUSINESS CONDUCTED BY THE CABLE SYSTEMS.
SECTION 3.21
REAL PROPERTY.
(A)
SCHEDULE 3.21(A) OF THE SELLER DISCLOSURE SCHEDULE SETS FORTH A
COMPLETE AND ACCURATE LIST OF ALL THE REAL PROPERTY LEASES AND REAL PROPERTY
SUBLEASES, IN EACH CASE PROVIDING FOR ANNUAL PAYMENTS IN EXCESS OF $50,000.
SELLER HAS DELIVERED TO BUYER TRUE AND COMPLETE COPIES OF