SUBSIDIARIES OWN AND
OPERATE SYSTEMS THAT HAD, IN THE AGGREGATE, AS OF DECEMBER 31, 2004, (I) FULLY
COMPLETED AND OPERATIONAL PLANT OF 750 MHZ REACHING NO FEWER THAN 1,793,900
HOMES PASSED AND (II) PLANT OF 750 MHZ REACHING NO FEWER THAN 1,070,700 TWO-WAY
HOMES PASSED.
Section 5.12
Legal Proceedings.
Except as set forth in Section 5.12
of the VTR Disclosure Schedule, there is no Legal Proceeding pending, or to
VTR's knowledge, threatened in writing against or affecting VTR or any of its
Subsidiaries that has had or that, if determined adversely to VTR or such
Subsidiary, insofar as VTR can reasonably foresee is reasonably likely to have,
a VTR Material Adverse Effect.
Section 5.13
Information Furnished.
The information, financial
statements, exhibits and schedules furnished in writing by or on behalf of VTR
to any of the Transferors in connection with the negotiation, preparation or
delivery of this Agreement and the other
48
Transaction Documents or included herein or therein or delivered pursuant hereto
or thereto, are true and correct in all material respects.
ARTICLE VI
COVENANTS
Section 6.1
Confidentiality; Publicity.
In the Shareholders
Agreement, VTR and CCC have entered into certain agreements regarding the
subject matter of this Section 6.1.
In addition, the Parties hereby agree as
follows:
(A)
UNO MUST KEEP CONFIDENTIAL, MUST CAUSE ITS AFFILIATES (BUT NOT
INCLUDING UGC OR ANY OF ITS SUBSIDIARIES) TO KEEP CONFIDENTIAL, AND MUST
INSTRUCT ITS OFFICERS, DIRECTORS, EMPLOYEES, AND ADVISORS TO KEEP CONFIDENTIAL,
ALL MATERIAL INFORMATION RELATING TO VTR OR ANY OF ITS SUBSIDIARIES (INCLUDING,
AFTER THE CLOSING, METRÓPOLIS AND PROSER), EXCEPT (I) AS REQUIRED BY APPLICABLE
SECURITIES OR OTHER LAWS OR STOCK EXCHANGE RULES OR ADMINISTRATIVE PROCESS, AND
(II) FOR INFORMATION THAT IS OR BECOMES GENERALLY AVAILABLE TO THE PUBLIC OTHER
THAN AS A RESULT OF A BREACH OF THIS SECTION 6.1(A) (SUCH INFORMATION, SUBJECT
TO CLAUSES (I) AND (II), "CONFIDENTIAL VTR INFORMATION").
VTR ACKNOWLEDGES AND
AGREES THAT UNO MAY HAVE RECEIVED FROM BITRÁN AND ASOCIADOS ANY AND ALL
INFORMATION PROVIDED TO BITRÁN AND ASOCIADOS UNDER THE NONDISCLOSURE AGREEMENT
THAT IS CONFIDENTIAL VTR INFORMATION AND UNO'S OBLIGATIONS IN RESPECT TO SUCH
INFORMATION WILL BE GOVERNED BY THE PROVISIONS OF THIS AGREEMENT, WHICH WILL
CONTROL AND SUPERSEDE IN ALL RESPECTS THE PROVISIONS OF THE NONDISCLOSURE
AGREEMENT.
(B)
THE TRANSFERORS ACKNOWLEDGE AND AGREE, AND HAVE CAUSED METRÓPOLIS
TO ACKNOWLEDGE AND AGREE ON THE DATE HEREOF, THAT VTR MAY HAVE RECEIVED FROM ULA
ANY AND ALL INFORMATION PROVIDED TO ULA UNDER THE METRÓPOLIS CONFIDENTIALITY
AGREEMENTS, AND VTR'S OBLIGATIONS IN RESPECT TO SUCH INFORMATION WILL BE
GOVERNED BY THE PROVISIONS OF THIS AGREEMENT, WHICH CONTROLS AND SUPERSEDES IN
ALL RESPECTS THE PROVISIONS OF THE METRÓPOLIS CONFIDENTIALITY AGREEMENTS.
(C)
UNO WILL NOT MAKE ANY PUBLIC COMMENT OR PUBLIC ANNOUNCEMENT, OR
ISSUE ANY PRESS RELEASE, WITH RESPECT TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY EXCEPT AS MAY BE MUTUALLY AGREED TO IN WRITING BY THE OTHER
PARTIES; PROVIDED, HOWEVER, THAT NOTWITHSTANDING THE FOREGOING, UNO WILL BE
PERMITTED, UPON PRIOR WRITTEN NOTICE TO THE OTHER PARTIES,