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S-4
INSIGHT COMMUNICATIONS COMPANY L P filed this Form S-4 on 10/07/2016
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powers respecting any vote, approval, consent or ratification under this Agreement, then the Company, at its sole cost and expense, shall use its best efforts to secure such consent and to cooperate fully with the Funding Agent in any action commenced by the Funding Agent to secure such consent. Upon the exercise by the Funding Agent of any rights and powers respecting any vote, approval, consent or ratification pursuant to this Agreement which requires any consent, approval, recording, qualification or authorization of the FCC or any other Governmental Authority or instrumentality, the Company will promptly prepare, execute, deliver and file, or will promptly cause the preparation, execution, delivery and filing of, all applications, certificates, instruments and other documents and papers that the Funding Agent reasonably deems necessary or advisable to obtain such governmental consent, approval, recording, qualification or authorization. Subject to the provisions of applicable law, if the Company fails or refuses to execute, or fails or refuses to cause another person to execute, such documents, the Funding Agent, as attorney-in-fact for the Company appointed pursuant to Section 15(k)(v), or the clerk of any court of competent jurisdiction, may execute and file the same on behalf of the Company. In addition to the foregoing, the Company agrees to take, or cause to be taken, any action which the Funding Agent may reasonably request in order to obtain and enjoy the full rights, powers and benefits of the Funding Agent under this Agreement, including, without limitation, at the Company’s cost and expense, the exercise of the Company’s best efforts to cooperate in obtaining FCC or other governmental approval of any action or transaction contemplated by this Agreement which is then required by law.

iv) The Company recognizes that the authorizations, permits and Licenses held by the Company or any of its subsidiaries are unique assets, and the Company agrees to take all reasonable steps to effectuate the rights and powers respecting vote, approval, consent or ratification of the Funding Agent under this Agreement. The Company further recognizes that a violation of this provision would result in irreparable harm to the Funding Agent and its affiliates for which monetary damages are not readily ascertainable. Therefore, in addition to any other remedy which may be available to the Funding Agent and its affiliates at law or in equity, the Funding Agent and its affiliates shall have the remedy of specific performance of the provisions of this Section 15(k).

v) The Company hereby irrevocably constitutes and appoints the Funding Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Company and in the name of the Company or in its own name, for the purpose of carrying out the rights and powers of the Funding Agent under this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to implement rights and powers of the Funding Agent under this Agreement. Anything in this Section 15(k)(v) to the contrary notwithstanding, the Funding Agent agrees that it will not exercise any rights under the power of attorney provided for in this Section 15(k)(v) except as provided in Section 1(h). The expenses of the Funding Agent incurred in connection with actions undertaken as provided in this Section 15(k)(v), together with interest thereon at a rate per annum equal to the highest rate per annum at which interest would then be payable on any category of past due ABR Loans, as defined in, and under the Credit Agreement, from the date of payment by the Funding Agent to the date reimbursed by Section 15(k)(v), shall be payable by Section 15(k)(v) to the Funding Agent on demand. Pursuant to Section 15(k)(v), the Members hereby ratify all that said attorneys

 

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