Seller of any of its obligations or Liabilities hereunder. In connection
with any assignment, transfer or delegation by Buyer to Friendco as permitted
above, Buyer shall be relieved of any Liability so assigned, transferred or
delegated to the extent Seller has the right to enforce in full against Friendco
any such Liability. Nothing in this Agreement, express or implied, is intended
to confer upon any Person other than Buyer, Seller, the Indemnified Parties and
their respective successors, legal representatives and permitted assigns, any
rights or remedies under or by reason of this Agreement.
SECTION 9.4
ENTIRE AGREEMENT. THIS AGREEMENT (INCLUDING ALL SCHEDULES
AND EXHIBITS) AND THE ANCILLARY AGREEMENTS EXECUTED AS OF THE DATE HEREOF
CONTAIN THE ENTIRE AGREEMENT BETWEEN THE PARTIES HERETO WITH RESPECT TO THE
SUBJECT MATTER HEREOF AND THEREOF AND SUPERSEDE ALL PRIOR AGREEMENTS AND
UNDERSTANDINGS, ORAL OR WRITTEN, WITH RESPECT TO SUCH MATTERS, EXCEPT FOR
THE
TWX CONFIDENTIALITY AGREEMENT AND THE SELLER CONFIDENTIALITY AGREEMENT, WHICH
SHALL REMAIN IN FULL FORCE AND EFFECT EXCEPT AS OTHERWISE PROVIDED HEREIN.
SECTION 9.5
DEBTOR OBLIGATIONS JOINT AND SEVERAL; FULFILLMENT OF
OBLIGATIONS. THE TRANSACTION ORDER SHALL PROVIDE THAT SELLER SHALL, AND SHALL
CAUSE EACH OF ITS AFFILIATES TO, CAUSE, EACH AND EVERY DEBTOR, INCLUDING EACH
THAT IS AN ASSET TRANSFERRING SUBSIDIARY HEREUNDER, TO AGREE FOR THE BENEFIT OF
BUYER, EXCEPT TO THE EXTENT ANY LIABILITY IS LIMITED TO THE ESCROW ACCOUNT AS A
RESULT OF THE LIMITATIONS SET FORTH IN ARTICLE VII, TO BE JOINTLY AND SEVERALLY
LIABLE FOR ANY BREACH OR VIOLATION OF SELLER'S REPRESENTATIONS, WARRANTIES OR
COVENANTS HEREUNDER AND TO EXECUTE AND DELIVER SUCH CONTRACTS AND TAKE SUCH
FURTHER ACTION AS MAY BE REASONABLY REQUESTED BY BUYER TO EVIDENCE THE INTENT
AND EFFECT OF THE FOREGOING (INCLUDING, FOR THE AVOIDANCE OF DOUBT, THE
INCLUSION, EXCEPT TO THE
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extent any Liability is limited to the Escrow Account as a result of the
limitations set forth in Article VII, of an express undertaking of such joint
and several liability in the Plan, the JV Plan and/or the Remainder Plan). Any
obligation of any party to any other party under this Agreement, or any of the
Ancillary Agreements, which obligation is performed, satisfied or fulfilled
completely and without any adverse legal implications to the obligee, by an
Affiliate of such party, shall be deemed to have been performed, satisfied or
fulfilled by such party.
SECTION 9.6
PUBLIC DISCLOSURE. NOTWITHSTANDING ANYTHING TO THE
CONTRARY CONTAINED HEREIN, NO PRESS RELEASE OR SIMILAR PUBLIC ANNOUNCEMENT OR
COMMUNICATION SHALL BE MADE OR CAUSED TO BE MADE RELATING TO THIS AGREEMENT AND
THE TRANSACTION (INCLUDING, FOR THE AVOIDANCE OF DOUBT, THE TRANSACTIONS THAT
ARE THE SUBJECT OF THE ADELPHIA REGISTRATION RIGHTS AND SALE AGREEMENT) UNLESS
SPECIFICALLY APPROVED IN ADVANCE BY BOTH PARTIES HERETO, EXCEPT THAT A PARTY
HERETO MAY ISSUE ANY PRESS RELEASE OR MAKE ANY PUBLIC ANNOUNCEMENT OR
COMMUNICATION RELATING TO THIS AGREEMENT AND THE TRANSACTION (INCLUDING, FOR THE
AVOIDANCE OF DOUBT, THE TRANSACTIONS THAT ARE THE SUBJECT OF THE ADELPHIA
REGISTRATION RIGHTS AND SALE