Agreement, except to the extent such Agreements are not consummated as a result
of a breach by Charter or its Affiliates of its or their obligation to
consummate such transactions.
6.2. Conditions to TCID's Obligations. The obligations of TCID to
consummate the transactions contemplated by this Agreement will be subject to
the satisfaction, at or before the Closing, of the following conditions, one or
more of which may be waived by TCID:
6.2.1. Accuracy of Representations and Warranties. The
representations and warranties of Charter in this Agreement and in any
Transaction Documents, without giving effect to any materiality qualifications
contained therein, are true, complete and accurate on and as of the date hereof
and at and as of the Closing with the same effect as if made at and as of the
Closing, except to the extent that all misstatements, omissions and
inaccuracies, in the aggregate, do not have a material adverse effect on the
ability of Charter to perform its obligations under this Agreement.
6.2.2. Performance of Agreements. Charter will have performed in all
material respects all obligations and agreements and complied in all material
respects with all covenants in this Agreement and in any Transaction Document to
be performed and complied with by it at or before the Closing.
6.2.3. Deliveries. Charter will have delivered the Class B
Redemption Price and the Preferred Stock Liquidation Value in accordance with
Section 2.1, and the other items and documents required to be delivered by it
pursuant to this Agreement, including those required to be delivered to TCID
under Section 7.3.
6.2.4. Legal Proceedings. No Legal Requirement of any Governmental
Authority (including any temporary Legal Requirement) will be in effect which
would prevent or make illegal the consummation of any of the transactions
contemplated by this Agreement.
6.2.5. Consents. TCID will have received evidence, in form and
substance reasonably satisfactory to it, that the Charter Required Consents have
6.2.6. HSR Act. All filings required under the HSR Act will have
been made and the applicable waiting period will have expired or been earlier
6.2.7. Related Closings. The transactions contemplated by the IP
Agreements and the Redemption Agreement (each as defined in the Common
Agreement) shall have been, or will be, consummated concurrently with this
Agreement as set forth in Section 4.4 of the Common Agreement, except to the
extent such Agreements are not consummated as a result of a breach by TCID or
its Affiliates of its or their obligation to consummate such transactions.