Section 5.14 Environmental.
(a) To Seller's knowledge, none of the Real Property is the subject
of any "Superfund" evaluation or investigation, or any other investigation or
proceeding of any Governmental Authority evaluating whether any remedial action
is necessary to respond to any release of Hazardous Substances on or in
connection with the Real Property and neither Seller nor any Seller Subsidiary
has filed any notice under any Environmental Law indicating past or present
treatment, storage or disposal of a hazardous waste or reporting a spill or
release of a Hazardous Substance on or from the Real Property into the
(b) Except as described on Schedule 5.14, to Seller's knowledge, no
surface impoundments or underground storage tanks are located in or on the
(c) None of Seller or the Seller Subsidiaries' operations with
respect to the Systems are subject to any judicial or administrative proceeding
alleging the violation of any Environmental Law. Neither Seller nor any Seller
Subsidiary has received any notice of the presence, use, generation,
manufacture, disposal, release, or threatened release of any Hazardous
Substances on the Real Property which could reasonably be expected to prevent
compliance by Seller, a Seller Subsidiary or the Real Property with, or result
in Losses under, applicable Legal Requirements.
(d) Seller has delivered to Buyer true and complete copies of all
"Phase I," "Phase II," or other environmental site assessments conducted or
reports prepared by or which are in the possession of Seller or any Affiliate
thereof relating to the Real Property.
Section 5.15 Accounts Receivable. Seller and Seller Subsidiaries' accounts
receivable are actual and bona fide receivables representing obligations for the
total dollar amount thereof shown on the books of Seller or the Seller
Subsidiaries that resulted from the regular course of Seller or the Seller
Subsidiaries' business, and are fully collectible in accordance with their
terms, subject to no offset or reduction of any nature except for a reserve for
uncollectible accounts consistent with the reserve established by Seller or a
Seller Subsidiary in the most recent trial balance delivered to Buyer in
accordance with Section 5.10.
Section 5.16 Taxpayer Identification Number. Seller's U.S. Taxpayer
Identification Number is 59-1353813.
Section 5.17 Competitive Activity. Except as set forth on Schedule 5.17,
(i) other than the Systems, there are no operating cable television systems in
the areas for which Seller or any Seller Subsidiary holds a Franchise, (ii) no
franchise or other operating authority for a cable television system has been
granted to any party other than Seller or any Seller Subsidiary by the
appropriate Governmental Authority in the areas for which Seller or any Seller
Subsidiary holds a Franchise, and, to the knowledge