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SEC Filings

INSIGHT COMMUNICATIONS COMPANY L P filed this Form S-4 on 10/07/2016
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Each Note Guarantee is subject to certain limitations on enforcement and may be limited by applicable laws or subject to certain defenses that may limit its validity and enforceability.

Each Subsidiary Guarantor guarantees the payment of the notes on a first lien senior secured basis. Each Note Guarantee of a Subsidiary Guarantor provides the relevant holders of the notes with a direct claim against such Subsidiary Guarantor. However, the indenture governing the notes provides that each Note Guarantee is limited to the maximum amount that can be guaranteed by the relevant Guarantor without rendering the relevant Note Guarantee, as it relates to that Guarantor, voidable or otherwise ineffective or limited under applicable law, and enforcement of each Note Guarantee is subject to certain generally available defenses.

Enforcement of any of the Note Guarantees against any Guarantor is subject to certain defenses available to Guarantors in the relevant jurisdiction. These laws and defenses generally include those that relate to corporate purpose or benefit, fraudulent conveyance or transfer, voidable preference, insolvency or bankruptcy challenges, financial assistance, preservation of share capital, thin capitalization, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally. If one or more of these laws and defenses are applicable, a Guarantor may have no liability or decreased liability under its Note Guarantee depending on the amounts of its other obligations and applicable law. Limitations on the enforceability of judgments obtained in New York courts in such jurisdictions could also limit the enforceability of any Note Guarantee against any Guarantor.

In general, under bankruptcy or insolvency law and other laws, a court could (i) avoid or invalidate all or a portion of a Guarantor’s obligations under its Note Guarantee and/or the related security interest, (ii) direct that the holders of the notes return any amounts paid under a Note Guarantee to the relevant Guarantor or to a fund for the benefit of such Guarantor’s creditors or (iii) take other action that is detrimental to you, typically if the court found that:


    the relevant Note Guarantee and the related security interest, if applicable, was incurred with actual intent to give preference to one creditor over another, hinder, delay or defraud creditors or shareholders of the Guarantor or, in certain jurisdictions, when the granting of the Note Guarantee or related security interest, if applicable, has the effect of giving a creditor a preference or when the recipient was aware that the Guarantor was insolvent when it granted the relevant Note Guarantee and related security interest, if applicable;


    the Guarantor did not receive fair consideration or reasonably equivalent value or corporate benefit for the relevant Note Guarantee and related security interest, if applicable, and the Guarantor was: (i) insolvent or rendered insolvent because of the relevant Note Guarantee or related security interest, if applicable; (ii) undercapitalized or became undercapitalized because of the relevant Note Guarantee; or (iii) intended to incur, or believed that it would incur, indebtedness beyond its ability to pay at maturity;


    the relevant Note Guarantee was held to exceed the corporate objects of the Guarantor or not to be in the best interests or for the corporate benefit of the Guarantor; or


    the amount paid or payable under the relevant Note Guarantee was in excess of the maximum amount permitted under applicable law.

These or similar laws may also apply to any future guarantee and related security interests granted by any of our subsidiaries pursuant to the indenture (which may also potentially be avoidable as a preference in any bankruptcy proceeding under certain circumstances; see “—Risks Related to Our Indebtedness, the Exchange Offer and the New Notes—Any future pledge of collateral or Note Guarantee provided after the notes are issued might be avoided by a trustee in bankruptcy.”).

As a general matter, value is given for a transfer or an obligation if, in exchange for the transfer or obligation, property is transferred or antecedent debt is secured or satisfied. A court would likely find that a