received from any other Governmental Authority in connection with antitrust
matters. The Parties shall use their respective commercially reasonable efforts
to overcome any objections which may be raised by the FTC, the Antitrust
Division or any other Governmental Authority having jurisdiction over antitrust
matters. Each Party will cooperate to prevent inconsistencies between their
respective filings and between their respective responses to all such inquiries
and responses, and will furnish to each other such necessary information and
reasonable assistance as the other may reasonably request in connection with its
preparation of necessary filings or submissions under the HSR Act.
Notwithstanding the foregoing, no Party shall be required to make any
significant change in the operations or activities of the business (or any
material assets employed therein) of such Party or any of its Affiliates, if a
Party determines in good faith that such change would be materially adverse to
the operations or activities of the business (or any material assets employed
therein) of such Party or any of its Affiliates having significant assets, net
worth or revenue.
7.8. Sales and Transfer Taxes. All sales, use or excise Taxes arising from
or payable by reason of the transfer of any of the Assets ("Transfer Taxes")
will be shared equally by IPWT and Charter. All transfer and similar taxes or
assessments, including transfer fees and similar assessments for or under System
Franchises, System Licenses and System Contracts, arising from or payable by
reason of the conveyance of the Assets and the Shares also will be shared
equally by IPWT and Charter. Tax Returns required to be filed in respect of
Transfer Taxes ("Transfer Tax Returns") shall be prepared and filed by the Party
that has the primary responsibility under applicable law for filing such
Transfer Tax Returns. If neither Party has primary responsibility for filing a
Transfer Tax Return, then Charter shall be responsible for preparing and filing
any such Transfer Tax Return.
7.9. Programming. Charter will execute and deliver such documents and take
such action as may be reasonably requested by IPWT to enable IPWT, IPSE and RMG
to comply with the requirements of their programming agreements with respect to
divestitures and acquisitions of cable television systems; provided, however,
that neither Charter nor, following the Closing, RMG, will be required to
provide specific programming or channels or to assume any liability with respect
to or in connection with the programming agreements of IPWT, IPSE or any of
their Affiliates, except to the extent included on Schedule 4.1(b).
7.10. Updated Schedules.
(a) Schedule and exhibit references contained in this Agreement are
for convenience only and any matter disclosed pursuant to one section,
subsection or other provision of this Agreement, are deemed disclosed for all
purposes of this Agreement, as long as the disclosure with respect to such
matter provides a truthful, accurate and adequate description of all relevant
aspects of such matter.
(b) Not less than ten (10) Business Days prior to Closing, IPWT will
deliver to Charter revised copies of each of its Schedules, except for Schedule
5.16 as it relates to matters addressed in Sections 5.16.1 and 5.16.2
(regardless of whether the original Schedule is as of a certain date) which
shall have been updated and marked to show any changes occurring between the
date of this Agreement and the date of delivery; provided, however, that such
updates are for informational purposes only, and for purposes of determining
whether IPWT's representations, warranties and covenants in this Agreement are
true and correct at Closing, all references to the Schedules will mean the
version of the Schedules attached to this Agreement on the date of signing.
Notwithstanding the foregoing, if the effect of any such updates to Schedules is
to disclose any one or more additional properties, privileges, rights, interests
or claims, in each case acquired after the date of this Agreement ("New
Properties") as Assets that would have been (if owned on the date of this