OF SELLER AND ANY OF
ITS AFFILIATES, AS ATTORNEY-IN-FACT OF SELLER AND ANY 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 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
58
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;
(S)
[(R)] IN THE CASE OF A 363 SALE, A DULY EXECUTED COUNTERPART OF
THE ADELPHIA REGISTRATION RIGHTS AND SALE AGREEMENT AND, IF A DEPOSIT IS TO BE
MADE INTO THE TRANSFER TAX ESCROW ACCOUNT, THE TRANSFER TAX ESCROW AGREEMENT;
AND
(T)
[(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