OF ITS AFFILIATES, TO
CASH, DEPOSIT, ENDORSE OR NEGOTIATE CHECKS RECEIVED ON OR AFTER THE CLOSING DATE
MADE OUT TO SELLER OR ANY OF ITS AFFILIATES IN PAYMENT FOR CABLE TELEVISION,
HIGH SPEED INTERNET, TELEPHONY AND RELATED SERVICES AND CHARGES PROVIDED BY THE
SPECIFIED SYSTEMS RELATED TO SUCH SPECIFIED BUSINESS, AND EVIDENCE OF WRITTEN
INSTRUCTIONS TO THE LOCK-BOX SERVICE PROVIDER OR SIMILAR AGENTS OF SELLER AND
ANY OF ITS AFFILIATES TO PROMPTLY FORWARD TO BUYER UPON RECEIPT ALL SUCH CASH,
DEPOSITS AND CHECKS REPRESENTING ACCOUNTS RECEIVABLE OF SUCH SPECIFIED SYSTEMS;
(O)
TO THE EXTENT AVAILABLE USING COMMERCIALLY REASONABLE EFFORTS,
(I) SUBJECT ONLY TO PERMITTED ENCUMBRANCES, SUCH CERTIFICATES AND AFFIDAVITS OF
SELLER OR ITS APPLICABLE AFFILIATE AS MAY BE REASONABLY REQUESTED BY BUYER'S
TITLE INSURANCE COMPANY NECESSARY AND SATISFACTORY TO BUYER IN CONNECTION WITH
THE ISSUANCE OF TITLE INSURANCE WITH RESPECT TO ANY OWNED REAL PROPERTY OR
LEASED REAL PROPERTY RELATED TO SUCH SPECIFIED
56
BUSINESS AND (II) CUSTOMARY GAP INDEMNITIES COVERING SELLER'S ACTS FOR THE
PERIOD BETWEEN CLOSING AND THE RECORDING OF THE APPLICABLE DEED OR ASSIGNMENT OF
LEASE WITH RESPECT TO SUCH OWNED REAL PROPERTY OR LEASED REAL PROPERTY;
PROVIDED, THAT, EXCEPT WITH RESPECT TO THE CUSTOMARY GAP INDEMNITIES DESCRIBED
IN CLAUSE (II) ABOVE, SUCH CERTIFICATES OR AFFIDAVITS SHALL BE DEEMED NOT TO
HAVE BEEN REASONABLY REQUESTED IF THEY WOULD INCREASE, IN EACH CASE OTHER THAN
IN A DE MINIMIS MANNER, THE LIABILITY OF SELLER OR ANY OF ITS AFFILIATES BEYOND
THE LIABILITY THAT WOULD BE INCURRED BY SELLER OR ITS APPLICABLE AFFILIATES
UNDER A SPECIAL WARRANTY DEED OR WOULD CONTAIN REPRESENTATIONS THAT ARE MORE
EXTENSIVE THAN THOSE SET FORTH IN THIS AGREEMENT;
(P)
THE TRANSFERRED CASH RELATED TO SUCH SPECIFIED BUSINESS IN
IMMEDIATELY AVAILABLE FUNDS BY WIRE TRANSFER TO AN ACCOUNT WHICH HAS BEEN
DESIGNATED BY BUYER AT LEAST TWO BUSINESS DAYS PRIOR TO THE CLOSING DATE (IT
BEING UNDERSTOOD THAT TRANSFERRED CASH SHALL BE DEEMED DELIVERED IF IT IS EITHER
(I) LOCATED ON REAL PROPERTY INTERESTS BEING CONVEYED TO BUYER AT CLOSING OR
(II) HELD IN ACCOUNTS ASSIGNED TO BUYER PURSUANT TO DULY EXECUTED INSTRUMENTS OF
ASSIGNMENT THAT ARE REASONABLY SATISFACTORY TO BUYER);
(Q)
STOCK CERTIFICATES (OR OTHER COMPARABLE EVIDENCE OF OWNERSHIP, IF
ISSUED) REPRESENTING THE TRANSFERRED INVESTMENTS RELATED TO SUCH SPECIFIED
BUSINESS, DULY ENDORSED FOR TRANSFER OR ACCOMPANIED BY EXECUTED STOCK TRANSFER
POWERS OR OTHER APPROPRIATE INSTRUMENTS OF ASSIGNMENT AND TRANSFER;
(R)
A DULY EXECUTED COUNTERPART OF THE ESCROW AGREEMENT; AND
(S)
DULY EXECUTED COUNTERPARTS OF SUCH OTHER CUSTOMARY INSTRUMENTS OF
TRANSFER, ASSUMPTIONS, FILINGS OR DOCUMENTS, IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO BUYER AND SELLER, AS MAY BE REASONABLY REQUIRED TO GIVE EFFECT
TO THIS AGREEMENT.
Section 2.11
Non-Assignability of Assets.
(A)
WITHOUT LIMITING SECTIONS 6.1(F) AND 6.2(E), IF AND TO THE EXTENT
THAT THE TRANSFER OR ASSIGNMENT FROM SELLER OR ANY OF ITS AFFILIATES TO BUYER OF
ANY TRANSFERRED ASSET WOULD BE A VIOLATION OF APPLICABLE LAW WITH RESPECT TO
SUCH TRANSFERRED ASSET OR OTHERWISE ADVERSELY AFFECT THE RIGHTS OF THE
APPLICABLE TRANSFEREE