of this Exhibit have been redacted pursuant to a request for
confidential treatment under Rule 24b-2 of the General Rules and Regulations
under the Securities Exchange Act.
Omitted information, marked "[***]" in this
Exhibit, has been filed with the Securities and Exchange Commission together
with such request for confidential treatment.
21.
NO RELIANCE:
THE PARTIES ACKNOWLEDGE THAT (I) NOTHING CONTAINED IN
THIS AGREEMENT OR OTHERWISE SHALL OBLIGATE THE PARTIES TO ENTER INTO ANY FURTHER
BUSINESS RELATIONSHIP OR AGREEMENT, (II) NEITHER PARTY IS ENTERING INTO THIS
AGREEMENT IN RELIANCE UPON ANY TERM, CONDITION, REPRESENTATION OR WARRANTY NOT
STATED IN THIS AGREEMENT, AND (III) NEITHER PARTY IS RELYING ON THE OTHER PARTY
IN OPERATING AND/OR DEVELOPING ITS RESPECTIVE BUSINESSES.
EXCEPT AS EXPRESSLY
SET FORTH IN THIS AGREEMENT, THERE SHALL BE NO OBLIGATION WHATSOEVER ON THE PART
OF EITHER PARTY, UNLESS AGREED TO IN WRITING BY THE PARTIES.
22.
INTERPRETATION:
NO PROVISION OF THIS AGREEMENT MAY BE INTERPRETED
AGAINST ANY PARTY BECAUSE SUCH PARTY OR ITS COUNSEL DRAFTED THE PROVISION.
HEADINGS USED IN THIS AGREEMENT ARE PROVIDED FOR CONVENIENCE ONLY, AND WILL NOT
BE INTERPRETED TO HAVE INDEPENDENT MEANING OR TO MODIFY ANY PROVISION OF THIS
AGREEMENT.
23.
BANKRUPTCY:
IN THE EVENT OF A BANKRUPTCY OR INSOLVENCY OF EITHER
PARTY, OR IF EITHER PARTY MAKES AN ASSIGNMENT FOR THE BENEFIT OF CREDITORS, OR
TAKES ADVANTAGE OF ANY ACT OR LAW FOR RELIEF FROM DEBTORS, THE OTHER PARTY SHALL
HAVE THE RIGHT TO TERMINATE THIS AGREEMENT WITHOUT FURTHER OBLIGATION OR
LIABILITY.
24.
NOTICES:
ALL NOTICES AND OTHER COMMUNICATIONS HEREUNDER SHALL BE IN
WRITING AND SHALL BE DEEMED TO HAVE BEEN DULY GIVEN AS OF THE DATE OF CONFIRMED
DELIVERY OR CONFIRMED FACSIMILE TRANSMISSION.
TO BE EFFECTIVE, NOTICES MUST BE
DELIVERED TO THE ADDRESS SET FORTH ON THE SIGNATURE PAGE OF THIS AGREEMENT.
25.
ENTIRE AGREEMENT; AMENDMENTS.
THIS AGREEMENT CONSTITUTES THE ENTIRE
UNDERSTANDING BETWEEN CSB AND COMCAST CONCERNING THE SUBJECT MATTER OF THIS
AGREEMENT.
THIS AGREEMENT SUPERSEDES ANY AND ALL OTHER PRIOR AND
CONTEMPORANEOUS AGREEMENTS, WHETHER ORAL OR WRITTEN, PERTAINING TO THE SUBJECT
MATTER OF THIS AGREEMENT.
THIS AGREEMENT SHALL NOT BE DEEMED TO AMEND OR MODIFY
IN ANY WAY ANY OTHER AGREEMENT, IF ANY, BETWEEN CSB AND COMCAST THAT DO NOT
PERTAIN TO THE SUBJECT MATTER HEREOF.
THIS AGREEMENT MAY NOT BE MODIFIED OR
AMENDED, AND NO PROVISION OF THIS AGREEMENT MAY BE WAIVED, EXCEPT IN A WRITING
EXECUTED BY EACH OF THE PARTIES TO THIS AGREEMENT.
NO FAILURE TO EXERCISE OR
DELAY IN THE EXERCISE OF, A PARTY'S RIGHTS UNDER THIS AGREEMENT WILL CONSTITUTE
A WAIVER OF SUCH RIGHTS.
NO WAIVER OF A PROVISION OF THIS AGREEMENT WILL
CONSTITUTE A WAIVER OF THE SAME OR ANY OTHER PROVISION OF THIS AGREEMENT OTHER
THAN AS SPECIFICALLY SET FORTH IN SUCH WAIVER.
AGREED:
COLORADO SATELLITE BROADCASTING, INC.
COMCAST CABLE COMMUNICATIONS, INC.
Signature:
/s/ Ken Boenish
Signature:
/s/ Alan S. Dannenbaum
Name:
Alan S. Dannenbaum
Name:
Ken Boenish
Title:
Vice President, Programming
Title:
President
7
Portions of this Exhibit have been redacted pursuant to a