ESCROW AMOUNT,
TOGETHER WITH INTEREST THEREON FROM THE CLOSING DATE TO THE DATE OF PAYMENT AT
THE 30-DAY EURIBOR RATE IS REFERRED TO HEREIN AS THE "CASH ADJUSTMENT".
IF THE
CASH ADJUSTMENT IS POSITIVE, THEN PAYMENT OF THE CASH ADJUSTMENT WILL BE MADE BY
BUYER TO SELLER WITHIN FIVE (5) BUSINESS DAYS FROM FINAL DETERMINATION OF THE
PURCHASE PRICE IN ACCORDANCE WITH THIS SECTION 2.7 BY:
(A) THE RELEASE TO SELLER FROM THE ESCROW ACCOUNT OF AN AMOUNT UP TO THE CASH
ADJUSTMENT (INCLUDING ACCRUED INTEREST), WITH ANY SURPLUS LEFT IN THE ESCROW
ACCOUNT BEING RELEASED TO BUYER; AND
(B) TO THE EXTENT THE CASH ADJUSTMENT (INCLUDING ACCRUED INTEREST) EXCEEDS THE
AMOUNT HELD IN THE ESCROW ACCOUNT, BY PAYMENT OF THAT EXCESS BY BUYER.
If the Cash Adjustment is zero or negative, then within five (5) Business Days
from final determination of the Purchase Price in accordance with this
Section 2.7:
(C) THE ESCROW AMOUNT WILL BE RELEASED TO BUYER FROM THE ESCROW ACCOUNT; AND
(D) THE SELLER WILL PAY TO THE BUYER AN AMOUNT EQUAL TO THE ABSOLUTE VALUE OF
THE CASH ADJUSTMENT (PLUS ACCRUED INTEREST THEREON).
2.7.6 REPAYMENT OF UPC GROUP LOANS.
SELLER ACKNOWLEDGES THAT, NOTWITHSTANDING
THE PROVISIONS OF THE SHAREHOLDERS AGREEMENT, ANY CASH ADJUSTMENT OR RELEASE
FROM THE ESCROW ACCOUNT PAID TO BUYER PURSUANT TO SECTION 2.7.5 SHALL BE APPLIED
BY BUYER IN REPAYMENT OF AN EQUIVALENT AMOUNT OF INTERCOMPANY LOANS FROM THE UPC
GROUP TO BUYER.
2.7.7 FEES OF INDEPENDENT ACCOUNTANT.
ALL FEES AND EXPENSES OF THE AUDITORS
ENGAGED BY BUYER AND SELLER AND THE INDEPENDENT ACCOUNTANT SHALL BE BORNE
EQUALLY BY SELLER ON THE ONE HAND AND BUYER ON THE OTHER HAND.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLER
Seller hereby represents and warrants to, and agrees with, Buyer that on and as
of each of the Signing Date and the Closing Date, subject to the provisions of
Sections 9.3 to 9.5 of this Agreement, each and every statement set out in
Schedules 3 and 3A (the "Seller Warranties") is true and correct in all
respects.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE UPC SHAREHOLDER
The UPC Shareholder represents and warrants to, and agrees with, Seller that on
and as of each of the Signing Date and the Closing Date, subject to the
provisions of Sections 9.3 to 9.5 of this
8
Agreement, each and every statement set out in Schedules 4 and 4A (the "UPC
Warranties") is true and correct in all respects.
ARTICLE V
COVENANTS OF SELLER AND BUYER
5.1 Investigation of Business; Access to Properties and Records, Etc.
5.1.1 CONTINUING RIGHT OF ACCESS.
FROM THE SIGNING DATE TO THE CLOSING DATE,
BUT SUBJECT TO ANY APPLICABLE LEGAL OR REGULATORY RESTRICTION RESPECTING
COMPETITION MATTERS, SELLER SHALL CAUSE TO BE AFFORDED TO BUYER AND ITS
REPRESENTATIVES REASONABLE ACCESS TO THE COMPANY'S OFFICES, BOOKS AND RECORDS
AND BUYER SHALL CAUSE TO BE AFFORDED TO SELLER AND ITS REPRESENTATIVES
REASONABLE ACCESS TO THE UPC FRENCH CABLE BUSINESS' OFFICES, BOOKS AND RECORDS,
BOTH DURING NORMAL BUSINESS