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SEC Filings

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obtained and all necessary FCC tower registrations have been filed with respect
to the height and location of towers used in connection with the operation of
the Systems, and such towers are being operated in compliance in all material
respects with applicable FCC and FAA rules. The ownership, height (with and
without appurtenances), location (address, latitude, longitude and ground
elevation), structure type and FCC call signs of each tower used in connection
with the operation of the Systems are correctly described on Schedule 5.8. To
the extent applicable, RMG has delivered to Charter true and correct copies of
the FAA final determinations that are available and FCC registrations for all
such towers.

      5.9 Intellectual Property. Except for Intellectual Property which
constitutes Excluded Assets and the Intellectual Property described on Schedule
4.1(b), RMG does not possess any Intellectual Property related to or material to
the operation of the Systems and RMG is not a party to any license or royalty
agreement with respect to any such Intellectual Property, except for licenses
respecting program material, licenses incidental to any Systems Contracts and
obligations under the Copyright Act of 1976, as amended, including all rules,
regulations, orders and policies of the U.S. Copyright Office thereunder (the
"Copyright Act") applicable to cable television systems generally. To the
Knowledge of RMG, the Systems and the Cable Business have been operated in such
a manner so as not to violate or infringe upon the rights, or give rise to any
rightful claim of any Person for copyright, trademark, service mark, patent or
license infringement or the like.

      5.10 Financial Statements. Statements of income of the Systems for the
years ended December 31, 1997 and 1998, attached hereto as Schedule 5.10, are in
accordance with the books and records of each System, were prepared in
accordance with generally accepted accounting principles applied on a consistent
basis throughout the periods covered thereby and, except as may be described
therein, present fairly the operating results of the respective Systems on a
System-by-System basis, for the periods indicated, subject only to standard
year-end adjustments and the omission of footnotes thereto.

      5.11 Absence of Certain Changes or Events. Except as set forth on Schedule
5.11, since December 31, 1998, there has been no (i) material adverse change in,
nor has any event or events (other than any affecting the cable television
industry generally) occurred that, individually or in the aggregate, are
reasonably likely to result in a material adverse change in the Assets, the
Cable Business, the operations, condition (financial or otherwise) or results of
operations of the Systems, taken as a whole and (ii) material change in
accounting principles or practices with respect to the Systems or revaluation by
RMG of the Assets for financial reporting, property tax or other purposes. From
December 31, 1998 to the date of this Agreement, the Cable Business has been
conducted only in the usual, regular and ordinary course, except as disclosed on
Schedule 5.11 and except where the failure to conduct business in such manner
would not have a material adverse effect on the Assets, the Cable Business, the
operations, condition (financial or otherwise) or results of operations of the
Systems taken as a whole or on the ability of RMG to perform its obligations
under this Agreement.

      5.12 Litigation. Except as set forth on Schedule 5.12: (a) there is no