DERIVATIVE 2004 FINANCIAL
STATEMENTS OR, ONLY WITH RESPECT TO LIABILITIES INCLUDED IN THE UNALLOCATED
SHARED ASSETS AND LIABILITIES THAT BECOME ASSUMED LIABILITIES PURSUANT TO
SECTION 2.3, THE DERIVATIVE UNALLOCATED 2004 FINANCIAL STATEMENTS, (B) EXCLUDED
LIABILITIES AND (C) LIABILITIES THAT WERE INCURRED IN THE ORDINARY COURSE OF
BUSINESS SINCE THE DATE OF THE DERIVATIVE 2004 FINANCIAL STATEMENTS AND THAT
WOULD NOT, INDIVIDUALLY OR IN THE AGGREGATE, REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
SECTION 3.23
INSURANCE. SCHEDULE 3.23 OF THE SELLER DISCLOSURE SCHEDULE
LISTS ALL MATERIAL INSURANCE POLICIES COVERING THE PROPERTIES, ASSETS, EMPLOYEES
AND OPERATIONS OF THE BUSINESS (INCLUDING POLICIES PROVIDING PROPERTY, CASUALTY,
LIABILITY AND WORKERS' COMPENSATION COVERAGE) (THE "INSURANCE POLICIES"). ALL OF
THE INSURANCE POLICIES OR RENEWALS THEREOF ARE IN FULL FORCE AND EFFECT IN ALL
MATERIAL RESPECTS. WITH SUCH EXCEPTIONS AS WOULD NOT BE MATERIAL, ALL PREMIUMS
DUE IN RESPECT OF THE INSURANCE POLICIES HAVE BEEN PAID BY SELLER OR ITS
AFFILIATE AND SELLER AND ITS AFFILIATES ARE OTHERWISE IN COMPLIANCE WITH THE
TERMS OF SUCH POLICIES. SELLER CARRIES SUFFICIENT THIRD PARTY INSURANCE TO
INSURE IN ALL MATERIAL RESPECTS ALL REASONABLE INSURABLE RISKS OF THE BUSINESS.
FOLLOWING THE CLOSING, THE INSURANCE POLICIES SHALL CONTINUE TO PROVIDE COVERAGE
WITH RESPECT TO ACTS, OMISSIONS AND EVENTS OCCURRING PRIOR TO THE CLOSING IN
ACCORDANCE WITH THEIR TERMS AS IF THE CLOSING HAD NOT OCCURRED. TO THE KNOWLEDGE
OF SELLER, THERE HAS NOT BEEN ANY THREATENED TERMINATION OF, MATERIAL PREMIUM
INCREASE (OTHER THAN WITH RESPECT TO CUSTOMARY ANNUAL PREMIUM INCREASES) WITH
RESPECT TO, OR MATERIAL ALTERATION OF COVERAGE UNDER, ANY INSURANCE POLICY.
SECTION 3.24
FRIENDCO PURCHASE AGREEMENT. SELLER HAS PREVIOUSLY
DELIVERED TO BUYER A TRUE AND COMPLETE COPY OF THE FRIENDCO PURCHASE AGREEMENT
AS OF THE DATE HEREOF. EXCEPT FOR THE FRIENDCO PURCHASE AGREEMENT AND THE JV
DOCUMENTS AND ANY ANCILLARY AGREEMENTS (EACH AS DEFINED IN THE FRIENDCO PURCHASE
AGREEMENT) TO WHICH
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Friendco or any of its Affiliates is party, Seller and/or any of its Affiliates,
on the one hand, and Friendco and/or any of its Affiliates, on the other hand,
are not party to any Contract related to the Transaction or the Friendco
Transaction.
SECTION 3.25
TRANSACTIONS WITH AFFILIATES. EXCEPT FOR THIS AGREEMENT,
THE ANCILLARY AGREEMENTS TO WHICH IT IS A PARTY AND ANY LIABILITY ARISING UNDER
THIS AGREEMENT OR ANY SUCH ANCILLARY AGREEMENT, FROM AND AFTER THE CLOSING, NONE
OF BUYER OR ITS RESPECTIVE SUBSIDIARIES SHALL, AS A RESULT OF THE TRANSACTION,
BE BOUND BY ANY CONTRACT OR ANY OTHER ARRANGEMENT OF ANY KIND WHATSOEVER WITH,
OR HAVE ANY LIABILITY TO, SELLER, ANY MANAGED CABLE ENTITY OR ANY OF THEIR
RESPECTIVE AFFILIATES.
SECTION 3.26
FINDERS' FEES. EXCEPT FOR UBS SECURITIES LLC AND ALLEN &
COMPANY LLC, WHOSE FEES WILL BE PAID BY SELLER, THERE IS NO INVESTMENT BANKER,
BROKER, FINDER OR OTHER INTERMEDIARY THAT HAS BEEN RETAINED BY OR IS AUTHORIZED
TO ACT ON BEHALF OF SELLER OR ANY OF ITS AFFILIATES WHO MIGHT BE ENTITLED TO ANY
FEE OR COMMISSION IN CONNECTION WITH THE TRANSACTION.
SECTION