THE CHAPTER 11 CASE SO AS TO
ALLOW THE BUYER TO PROVIDE COMMENTS ON THE SAME (IN ALL CASES SUBJECT TO THEIR
FIDUCIARY DUTIES AND AS EMERGENCIES MAY OTHERWISE REQUIRE).
(B)
CONFIRMATION ORDER.
(I)
THE CABLE VENTURE SHALL USE ITS COMMERCIALLY REASONABLE EFFORTS
TO OBTAIN APPROVAL OF THE CONFIRMATION ORDER AND ANY OTHER ORDER OF THE
BANKRUPTCY COURT NECESSARY TO AUTHORIZE AND CONSUMMATE THE TRANSACTIONS AS
PROMPTLY AS PRACTICABLE.
(II)
THE CABLE VENTURE SHALL USE ITS COMMERCIALLY REASONABLE EFFORTS
TO CAUSE THE CONFIRMATION ORDER TO PROVIDE, AMONG OTHER THINGS:
(A)
PROVIDE THAT THE PLAN HAS BEEN PROPOSED IN GOOD FAITH AND NOT BY
ANY MEANS FORBIDDEN BY LAW;
(B)
PROVIDE THAT THE BUYER, AND ITS AFFILIATES, MEMBERS, EQUITY
HOLDERS, PARTNERS AND PROFESSIONALS, ARE RELEASED FROM ANY CLAIM OF ANY PARTY
RELATED TO THE SELLERS, THE BUSINESS OF THE COMPANIES OR THE CHAPTER 11 CASE,
EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT;
61
(C)
APPROVE THE SALE OF THE ACQUIRED INTERESTS ON THE TERMS AND
CONDITIONS SET FORTH IN THIS AGREEMENT AND AUTHORIZE THE CABLE VENTURE AND
CENTURY TO PROCEED WITH THIS TRANSACTION AND THE CABLE VENTURE AND CENTURY TO
COMPLY WITH THEIR RESPECTIVE OBLIGATIONS UNDER THIS AGREEMENT;
(D)
PROVIDE FOR THE PAYMENT BY THE BUYER OF ORDINARY COURSE OF BUSINESS
POST-PETITION TRADE PAYABLES AND ACCRUED EXPENSES INCURRED BY THE CABLE VENTURE
ACCORDING TO THE NORMAL AND CUSTOMARY TERMS APPLICABLE TO SUCH PAYMENTS AND
EXPENSES;
(E)
STATE THAT ANY OBJECTIONS TIMELY FILED WITH RESPECT TO THE PLAN,
WHICH HAVE NOT BEEN WITHDRAWN, ARE OVERRULED OR THE INTERESTS OF SUCH OBJECTIONS
HAVE BEEN OTHERWISE SATISFIED OR ADEQUATELY PROVIDED FOR BY THE BANKRUPTCY
COURT;
(F)
FIND THAT THE PURCHASE PRICE REPRESENTS FAIR VALUE FOR THE
ACQUIRED INTERESTS;
(G)
FIND THAT THE PLAN IS IN THE BEST INTERESTS OF THE CABLE VENTURE'S
ESTATES AND CREDITORS;
(H)
PROVIDE THAT THE BANKRUPTCY COURT SHALL RETAIN JURISDICTION FOR THE
PURPOSE OF ENFORCING THE PROVISIONS OF THIS AGREEMENT, THE CONFIRMATION ORDER
AND THE PLAN;
(I)
AUTHORIZE THE CABLE VENTURE AND CENTURY TO EXECUTE, DELIVER,
PERFORM UNDER, CONSUMMATE AND IMPLEMENT THIS AGREEMENT, TOGETHER WITH ALL
ADDITIONAL INSTRUMENTS AND DOCUMENTS THAT MAY BE REASONABLY NECESSARY OR
DESIRABLE TO IMPLEMENT THE FOREGOING;
(J)
FIND THAT, PURSUANT TO SECTION 1146(C) OF THE BANKRUPTCY CODE,
THE WITHIN TRANSACTION IS "IN CONTEMPLATION OF A PLAN OR PLANS OF REORGANIZATION
TO BE CONFIRMED BY THE BANKRUPTCY COURT," AND AS SUCH SHALL BE FREE AND CLEAR OF
ANY AND ALL TRANSFER TAX, STAMP TAX OR SIMILAR TAXES;
(K)
PROVIDE THAT ALL EQUITY OR EQUITY-BASED COMPENSATION, AND ANY
DOCUMENTS AND AGREEMENTS RELATING THERETO, AND ALL OTHER INTERESTS (AS DEFINED
IN THE BANKRUPTCY CODE) IN THE CABLE VENTURE WILL BE CANCELED, AND ALL
OBLIGATIONS OF THE CABLE VENTURE AND ANY AFFILIATES OF THE CABLE VENTURE UNDER
OR IN RESPECT OF THEM WILL BE TERMINATED;
(L)
FIND THAT THE BUYER IS A "GOOD FAITH" PURCHASER ENTITLED TO THE
PROTECTION AFFORDED THEREBY UNDER SECTION 363(M) OF THE BANKRUPTCY CODE;
(M)
PROVIDE THAT ADELPHIA, ITS AFFILIATES, AND ANY OFFICIAL