FOX DISTRIBUTED
PARTNERSHIPS, FOX DISTRIBUTED ENTITIES, OR ANY OF THEIR RESPECTIVE ERISA
AFFILIATES THAT COULD RESULT IN THE IMPOSITION OF ANY LIABILITY THAT WOULD HAVE
A MATERIAL ADVERSE EFFECT ON THE FOX DISTRIBUTED PARTNERSHIPS OR FOX DISTRIBUTED
ENTITIES, TAKEN AS A WHOLE.
SECTION 7.7
ABSENCE OF UNDISCLOSED
LIABILITIES.
NONE OF THE FOX DISTRIBUTED PARTNERSHIPS HAS ANY LIABILITIES
REQUIRED TO BE RECORDED ON A BALANCE SHEET PREPARED IN ACCORDANCE WITH GAAP,
OTHER THAN LIABILITIES (I) REFLECTED OR RESERVED ON THE DECEMBER 31, 2004
BALANCE SHEET FORMING PART OF THE FINANCIAL STATEMENTS OR (II) INCURRED SINCE
DECEMBER 31, 2004 IN THE ORDINARY COURSE OF BUSINESS, CONSISTENT WITH PAST
PRACTICE, OF THE FOX DISTRIBUTED PARTNERSHIPS.
NONE OF THE FOX DISTRIBUTED
PARTNERSHIPS HAS ENTERED INTO ANY OFF-BALANCE-SHEET FINANCING ARRANGEMENTS.
SECTION 7.8
LITIGATION.
THERE IS NO
ACTION, SUIT, LITIGATION, PROCEEDING OR INVESTIGATION BY OR BEFORE ANY
GOVERNMENTAL AUTHORITY PENDING OR, TO THE BEST KNOWLEDGE OF RAINBOW RPP PARTNER,
THREATENED, AGAINST OR RELATING TO A FOX DISTRIBUTED ENTITY OR A
29
FOX DISTRIBUTED PARTNERSHIP, WHICH, IN EACH CASE, WOULD HAVE A MATERIAL ADVERSE
EFFECT ON THE FOX DISTRIBUTED ENTITIES AND THE FOX DISTRIBUTED PARTNERSHIPS,
TAKEN AS A WHOLE.
SECTION 7.9
EXCLUSIVITY OF
REPRESENTATIONS.
THE REPRESENTATIONS AND WARRANTIES MADE BY RAINBOW RPP PARTNER
IN THIS AGREEMENT ARE IN LIEU OF AND ARE EXCLUSIVE OF ALL OTHER REPRESENTATIONS
AND WARRANTIES RELATING TO THE TRANSACTIONS CONTEMPLATED HEREUNDER, INCLUDING
ANY IMPLIED WARRANTIES.
RAINBOW RPP PARTNER HEREBY DISCLAIMS ANY SUCH OTHER OR
IMPLIED REPRESENTATIONS OR WARRANTIES, NOTWITHSTANDING THE DELIVERY OR
DISCLOSURE TO FOX RPP PARTNER OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR
REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION (INCLUDING, WITHOUT
LIMITATION, ANY FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL DATA).
ARTICLE VIII
COVENANTS AND AGREEMENTS
SECTION 8.1
CONDUCT PENDING THE CLOSING.
FROM AND AFTER THE DATE HEREOF UNTIL THE CLOSING,
(A)
RAINBOW RPP PARTNER SHALL CONDUCT AND
OPERATE THE BUSINESSES OF RPP IN THE ORDINARY COURSE IN A MANNER CONSISTENT WITH
PAST PRACTICE AND CONSISTENT WITH THE RPP PARTNERSHIP AGREEMENT AND, WITH
RESPECT TO THE BUSINESS OF EACH OF THE CINCINNATI PARTNERSHIP, THE FLORIDA
PARTNERSHIP AND THE OHIO PARTNERSHIP, SHALL USE ITS COMMERCIALLY REASONABLE
EFFORTS TO PRESERVE THE BUSINESS INTACT, KEEP AVAILABLE THE SERVICES OF THE
CURRENT OFFICERS AND EMPLOYEES OF THE BUSINESS AND MAINTAIN THE EXISTING
RELATIONS WITH CUSTOMERS, SUPPLIERS, ADVERTISERS, DISTRIBUTORS, BUSINESS
PARTNERS AND OTHERS HAVING BUSINESS DEALINGS WITH SUCH PARTNERSHIPS, AND SHALL
NOT PERMIT ANY FOX DISTRIBUTED PARTNERSHIP TO SELL ANY LONG-TERM ASSET OTHER
THAN IN THE ORDINARY COURSE OF BUSINESS; PROVIDED THAT (I) NO DISTRIBUTIONS
SHALL BE MADE BY RPP OR BY ANY FOX DISTRIBUTED ENTITY OR FOX DISTRIBUTED
PARTNERSHIP TO CABLEVISION OR ANY OF ITS SUBSIDIARIES, AND (II) NO CASH ADVANCES
OR LOANS OR OTHER PAYMENTS SHALL BE MADE BY ANY SUBSIDIARY OF RPP THAT IS A FOX
DISTRIBUTED ENTITY OR A FOX DISTRIBUTED PARTNERSHIP TO CABLEVISION OR ANY OF ITS
SUBSIDIARIES (OTHER THAN SCHEDULED PAYMENTS UNDER APPROVED AGREEMENTS (AS
DEFINED IN THE RELEVANT PARTNERSHIP AGREEMENT AS IN EFFECT ON THE DATE HEREOF),
IN EACH CASE