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SEC Filings

8-K
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form 8-K on 05/08/2017
Entire Document
 


respective efforts under this Letter Agreement.

The parties hereby acknowledge and agree that nothing contained in this Letter Agreement shall be deemed to do any of the following:

(i) require any party to take any action (or refrain from taking any action) that would reasonably be expected to violate applicable law, regulation, order or decree (including applicable communications, competition and antitrust laws and regulations) (“Applicable Law”), and in connection with performance of its obligations hereunder no party shall take any action (or refrain from taking any action) that violates Applicable Law (or would cause the other party or its affiliates to be in violation of) any Applicable Law;

(ii) require any party to take any action (or refrain from taking any action) that would reasonably be expected to violate any contractual obligations (including confidentiality obligations) owed by such party or its affiliates existing as of the date hereof (and each party represents and warrants to the other party that it knows of no such contractual obligations (other than confidentiality obligations) that would reasonably be expected to be so violated);

(iii) in any way limit, modify, restrict or impair, or require such party to cooperate with the other party with respect to, such party’s development and/or delivery of wireless services for its cable customers through the exercise or implementation of any rights under each party’s mobile virtual network operator agreement with Verizon as existing on the date hereof (as the same may be amended, modified or supplemented from time to time as may be necessary in order to continue to be able to develop and/or deliver the mobile wireless services for its cable customers that have been publicly announced as of the date hereof; provided that no such amendment, modification or supplement fundamentally changes the nature of such agreement) (an “Existing MVNO Agreement”), including (1) the right to offer, promote, market or sell mobile wireless services pursuant to any Existing MVNO Agreement and any services ancillary thereto (e.g., access to WiFi networks or hot-spots, alarm systems or Internet-of-Things connectivity) or (2) entering into any agreement or arrangement with any equipment manufacturers, OEMs, content or software application providers or other third parties in support of or in connection with the offering, promotion, marketing or sale of any mobile wireless services pursuant to any Existing MVNO Agreement or services ancillary thereto; or

(iv) in any way limit, modify, restrict or impair, or require such party to cooperate with the other party with respect to, (i) ordinary course transactions or (ii) non-strategic transactions for small-cell backhaul, hosting or leasing.

This Letter Agreement shall be effective upon the execution hereof and expire at the end of the day on the first anniversary of the date of this Letter Agreement (the “Term”), unless the parties mutually agree in writing to extend the Term. This Letter Agreement may be terminated by mutual written consent of both parties or by either party upon written notice if the other party materially breaches its obligations hereunder. Notwithstanding the foregoing, (i) this paragraph and all succeeding paragraphs and (ii) any liability of a party for a breach of this Letter Agreement shall survive any such expiration or termination.

Each party represents and warrants to the other party that (a) the execution and delivery of, and performance by such party of its obligations under, this Letter Agreement, are within such party’s corporate powers and have been duly authorized by all necessary corporate action,

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