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 or the LLC Interest
("Sales 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 or the LLC Interest
("Transfer Taxes") also will be shared equally by IPWT and Charter. Tax Returns
required to be filed in respect of Sales Taxes and Transfer Taxes ("Transfer Tax
Returns") shall be prepared and filed by the Party that has primary
responsibility under applicable law for filing such Transfer Tax Returns. If no
Party has primary responsibility for filing a Transfer Tax Return, Charter shall
be responsible for preparing and filing any such Transfer Tax Return.
Notwithstanding the foregoing, however, Charter shall be solely responsible for
any Sales Taxes and Transfer Taxes imposed, and the costs associated with any
Transfer Tax Return filed, as a result of the contribution of the Assets by RMG
to Tennessee LLC pursuant to Section 2.1.1 and subsequent sale of the LLC
Interest to Charter pursuant to Section 2.1.2, greater than those Sales Taxes
and Transfer Taxes that would have been imposed, and the costs that would have
been associated with any Transfer Tax Returns filed, in connection with a sale
of the Assets directly from RMG to Charter.
7.9 Programming. Charter will execute and deliver such documents and take
such action as may be reasonably requested by RMG to enable RMG to comply with
the requirements of its programming agreements with respect to divestitures and
acquisitions of cable television systems; provided, however, that Charter will
not be required to provide specific programming or channels or to assume any
liability with respect to or in connection with the programming agreements of
RMG or any Affiliate of RMG, except to the extent included on Schedule 4.2(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, RMG will
deliver to Charter revised copies of each of its Schedules, except for Schedule
5.14 as it relates to matters addressed in Sections 5.14.1 and 5.14.2
(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