all right to
trial by jury in any legal proceeding arising out of or relating to this
Agreement or the transactions contemplated hereby.
SECTION 9.11
COUNTERPARTS. THIS AGREEMENT MAY BE EXECUTED IN ONE OR MORE
COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, AND ALL OF WHICH SHALL
CONSTITUTE ONE AND THE SAME AGREEMENT.
SECTION 9.12
HEADINGS. THE HEADING REFERENCES HEREIN AND THE TABLE OF
CONTENTS HEREOF ARE FOR CONVENIENCE PURPOSES ONLY, AND SHALL NOT BE DEEMED TO
LIMIT OR AFFECT ANY OF THE PROVISIONS HEREOF.
SECTION 9.13
SEVERABILITY. THE PROVISIONS OF THIS AGREEMENT SHALL BE
DEEMED SEVERABLE AND THE INVALIDITY OR UNENFORCEABILITY OF ANY PROVISION SHALL
NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF THE OTHER PROVISIONS HEREOF. IF ANY
PROVISION OF THIS AGREEMENT, OR THE APPLICATION THEREOF TO ANY PERSON OR ANY
CIRCUMSTANCE, IS INVALID OR UNENFORCEABLE, (A) A SUITABLE AND EQUITABLE
PROVISION SHALL BE SUBSTITUTED THEREFOR IN ORDER TO CARRY OUT, SO FAR AS MAY BE
VALID AND ENFORCEABLE, THE INTENT AND PURPOSE OF SUCH INVALID OR UNENFORCEABLE
PROVISION AND (B) THE REMAINDER OF THIS AGREEMENT AND THE APPLICATION OF SUCH
PROVISION TO OTHER PERSONS OR CIRCUMSTANCES SHALL NOT BE AFFECTED BY SUCH
INVALIDITY OR UNENFORCEABILITY, NOR SHALL SUCH INVALIDITY OR UNENFORCEABILITY
AFFECT THE VALIDITY OR ENFORCEABILITY OF SUCH PROVISION, OR THE APPLICATION
THEREOF, IN ANY OTHER JURISDICTION.
SECTION 9.14
SPECIFIC ENFORCEMENT. THE PARTIES AGREE THAT IRREPARABLE
DAMAGE WOULD OCCUR AND THAT THE PARTIES WOULD NOT HAVE ANY ADEQUATE REMEDY AT
LAW IN THE EVENT THAT ANY OF THE PROVISIONS OF THIS AGREEMENT WERE NOT PERFORMED
IN ACCORDANCE WITH THEIR SPECIFIC TERMS OR WERE OTHERWISE BREACHED. IT IS
ACCORDINGLY AGREED THAT THE PARTIES SHALL BE ENTITLED TO AN INJUNCTION OR
INJUNCTIONS TO PREVENT BREACHES OF SECTION 5.10 OR ARTICLE VIII AND TO ENFORCE
SPECIFICALLY THE TERMS AND PROVISIONS OF SUCH SECTIONS AND, FOLLOWING ENTRY OF
THE [CONFIRMATION]TRANSACTION ORDER, THE PARTIES SHALL BE ENTITLED TO AN
INJUNCTION OR INJUNCTIONS TO PREVENT BREACHES OF THIS AGREEMENT AND TO ENFORCE
SPECIFICALLY THE TERMS AND PROVISIONS OF THIS AGREEMENT, SUCH RIGHTS BEING IN
ADDITION TO ANY OTHER REMEDY TO WHICH THE PARTIES ARE ENTITLED AT LAW OR IN
EQUITY. THE PARTIES WAIVE ANY REQUIREMENT FOR SECURITY OR THE POSTING OF ANY
BOND OR OTHER SURETY IN CONNECTION WITH ANY TEMPORARY OR PERMANENT AWARD OR
INJUNCTIVE, MANDATORY OR OTHER EQUITABLE RELIEF.
[Remainder of page intentionally left blank.]
153
IN WITNESS WHEREOF, the parties have executed or caused this Agreement to be
executed as of the date first written above.
ADELPHIA COMMUNICATIONS CORPORATION
By:
Name:
Title:
TIME WARNER NY CABLE LLC
By:
Name:
Title:
Exhibit 1
Exhibit 1.1(c)
REGISTRATION RIGHTS AND SALE AGREEMENT
between
ADELPHIA COMMUNICATIONS CORPORATION
and
TIME WARNER CABLE INC.
Dated:
[•], 2006
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS
2
1.1
Certain Definitions
2
1.2
Capitalized Terms
8
1.3
Successor Laws, Rules, Regulations and Forms
8
ARTICLE II SALE OF REGISTRABLE SECURITIES; TRANSFER RESTRICTIONS
8
2.1
Sale of Registrable Securities
8
2.2
Grant of Rights
9
2.3