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SEC Filings

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accordance with the Minimum Standard Detail Requirements for Land Title Surveys
jointly established and adopted by ALTA and the American Congress on Surveying
and Mapping in 1992) of each such parcel of the Owned Property or Leased
Property with monuments placed at all major corners of the property boundary
unless already marked and showing the location and identification by recorded
instrument number of all easements or rights-of-way burdening or benefiting the
property in question and all other documents and matters referenced as
exceptions on the Title Commitment, the location of all apparent easements and
rights-of-way, flood zone designation, setback lines, if applicable, the
location of all substantial visible improvements on such property and the
location of all adjoining streets and indication of access to a public way such
as curb cuts and driveways, in such form as is reasonably satisfactory to
Charter and as is necessary to obtain the title insurance to be issued pursuant
to the Title Commitments with the standard printed exceptions relating to survey
matters deleted (the "Surveys"), certified to the parties and the Title Company
issuing a Title Commitment. If Charter notifies RMG within twenty (20) days of
this Agreement or, if later, of its receipt of both the Title Commitments and
the Surveys of any Lien (other than a Permitted Lien) or other matter affecting
title to the Owned Property or Leased Property which renders (or presents a
material risk of rendering) title to any parcel of the Owned Property not good
and marketable or prevents or materially interferes with (or presents a material
risk of preventing or interfering with) the use of any parcel of Owned Property
or Leased Property for the purposes for which it is currently used or intended
to be used by RMG (each a "Title Defect"), RMG will exercise commercially
reasonable efforts to remove or, with the consent of Charter, cause the Title
Company to commit to insure over, each such Title Defect prior to the Closing.

      7.7 HSR Notification. As soon as practicable after the execution of this
Agreement, but in any event no later than thirty (30) days after such execution,
Charter and RMG will each complete and file, or cause to be completed and filed
at its own cost and expense, any notification and report required to be filed
under the HSR Act with respect to the transactions contemplated by this
Agreement and each such filing shall request early termination of the waiting
period imposed by the HSR Act. The Parties shall use their respective
commercially reasonable efforts to respond as promptly as reasonably practicable
to any inquiries received from the Federal Trade Commission (the "FTC") and the
Antitrust Division of the Department of Justice (the "Antitrust Division") for
additional information or documentation and to respond as promptly as reasonably
practicable to all inquiries and requests 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