if such repair, replacement or restoration
cannot reasonably be completed in all material respects prior to the Closing,
then (i) the Closing shall be delayed until such completion in all material
respects occurs, and (ii) at the Buyer's or the Sellers' option the Termination
Date shall be extended to allow the Cable Venture to complete such repair,
replacement or restoration, but in no event shall the Termination Date be
extended by more than one month.
7.15
Additional Covenants Regarding the Companies.
(A)
COVENANTS RELATING TO FACILITIES AND ENVIRONMENTAL MATTERS.
PRIOR
TO THE CLOSING:
(I)
THE COMPANIES SHALL HAVE TAKEN THE REMEDIAL STEPS SET FORTH ON
SCHEDULE 7.15(A)(I);
(II)
THE COMPANIES SHALL HAVE USED REASONABLE EFFORTS TO OBTAIN ALL
MATERIAL PERMITS AND CERTIFICATES REQUIRED UNDER APPLICABLE LAW FOR THE USE AND
OPERATION OF EACH OF THE OWNED REAL PROPERTIES AND LEASED REAL PROPERTIES AS
CURRENTLY USED AND OPERATED BY THE COMPANIES, INCLUDING, WITHOUT LIMITATION,
(1) USE PERMITS FROM THE REGULATIONS AND PERMITS ADMINISTRATION, (2) SANITARY
LICENSES FROM THE DEPARTMENT OF HEALTH, (3) CERTIFICATES OF INSPECTION FROM THE
APPLICABLE FIRE DEPARTMENT, AND (4) FOR THOSE SITES FOR WHICH SUCH PERMITS AND
71
AUTHORIZATIONS ARE REQUIRED, AIR EMISSIONS SOURCE PERMITS AND UNDERGROUND
INJECTION CONTROL PERMITS FROM THE ENVIRONMENTAL QUALITY BOARD; FOR THOSE SITES
WHERE ASBESTOS-CONTAINING MATERIALS ("ACM") ARE PRESENT IN GOOD CONDITION, THE
COMPANY SHALL USE REASONABLE EFFORTS TO PREPARE AND IMPLEMENT AN ACM OPERATIONS
AND MAINTENANCE (O&M) PLAN IN ACCORDANCE WITH ENVIRONMENTAL QUALITY BOARD
REQUIREMENTS;
(III)
THE COMPANIES SHALL HAVE PREPARED SPILL PREVENTION CONTROL AND
COUNTERMEASURES PLANS OR EMERGENCY PLANS AS REQUIRED UNDER APPLICABLE LAW WITH
RESPECT TO THE OWNED REAL PROPERTIES AND THE LEASED REAL PROPERTIES; AND
(IV)
THE COMPANIES SHALL HAVE TAKEN THE REMEDIAL STEPS SET FORTH ON
SCHEDULE 7.15(A)(IV).
(B)
COVENANTS RELATING TO EMPLOYEE BENEFITS PLANS MATTERS.
PRIOR TO
THE CLOSING THE COMPANIES SHALL USE REASONABLE COMMERCIAL EFFORTS TO:
(I)
TAKE ALL STEPS NECESSARY TO ENSURE THAT FORMAL PLAN DOCUMENTATION
FOR EACH EMPLOYEE BENEFIT PLAN HAS BEEN PREPARED AND PROPERLY EXECUTED, THAT
APPROPRIATE TRUSTEES HAVE BEEN APPOINTED FOR EACH PLAN, AND THAT THE 401(K) PLAN
FOR LA UNION INSULAR DE TRABAJADORES Y CONSTRUCCIONES ELECTRICAS INC. HAS BEEN
SUBMITTED FOR AND RECEIVE A FAVORABLE DETERMINATION LETTER FROM THE PUERTO RICO
TREASURY;
(II)
FILE ALL OUTSTANDING ANNUAL REPORTS AND PREPARE AND DISTRIBUTE
SUMMARY PLAN DESCRIPTIONS AND SUMMARY ANNUAL REPORTS AS REQUIRED BY APPLICABLE
LEGAL REQUIREMENTS;
(III)
COMPLETE ALL DISCRIMINATION AND OPERATIONAL TESTING THAT IS
REQUIRED FOR EACH EMPLOYEE BENEFIT PLAN AND COMPLETE ALL CORRECTIONS RELATING TO
ANY TESTING FAILURES AND LATE CONTRIBUTIONS TO ANY EMPLOYEE BENEFIT PLAN; AND
(IV)
FORMALLY ADOPT ALL RELEVANT EMPLOYEE BENEFIT PLANS.
(C)
COVENANTS RELATING TO SOFTWARE, INTELLECTUAL PROPERTY AND
PROGRAMMING AGREEMENT MATTERS.
PRIOR TO THE CLOSING:
(I)
THE COMPANIES SHALL HAVE REPLACED THE COMPANIES' EXISTING TERAYON
SYSTEM, IN ITS ENTIRETY, WITH MOTOROLA REPLACEMENT EQUIPMENT THAT IN THE
AGGREGATE IS EQUIVALENT TO OR BETTER THAN THE TERAYON SYSTEM BEING REPLACED;
(II)
THE COMPANIES SHALL HAVE COMPLETED THEIR IMPLEMENTATION OF AND
TRANSITION TO THE GREAT PLAINS ACCOUNTING