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representatives during normal business hours to such Party's materials, books,
records and documents which relate to the operations of the Cable Business prior
to the Closing Date, as may be reasonably necessary in connection with any
legitimate purpose (including the preparation of tax reports and returns and the
preparation of financial statements). Such access will be subject to reasonable
advance written notice, will be conducted in a manner that is not disruptive of
such Party's business, and will be subject to any other reasonable limitations
imposed by such Party. The requesting Party shall have the right to make copies
of such materials at its own expense. If any Party proposes to destroy or
otherwise dispose of any of its materials, books, records or documents that
related to the operations of the Cable Business prior to the Closing Date, it
will give no less than thirty (30) days' advance written notice to the other
Party so as to permit the other Party to exercise its rights under this Section

      7.24 Formation of Tennessee LLC. RMG shall form Tennessee LLC as a single
member limited liability company solely owned by RMG and pursuant to operating
agreements reasonably acceptable to Charter, and RMG shall cause Tennessee LLC
to not enter into any transactions or assume any liabilities prior to the
Closing except as provided in this Agreement. Charter shall reimburse IPWT for
all monies paid (other than general and administrative expenses) by RMG or IPWT
in connection with forming Tennessee LLC.

      7.25 Tax Return Cooperation. RMG, IPWT and Charter shall reasonably
cooperate in connection with the preparation and filing of any Tax Return for
which any other Party is responsible for preparing and filing with respect to
the Systems.


      8.1 Conditions to Charter's Obligations. The obligations of Charter 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 Charter:

            8.1.1 Accuracy of Representations and Warranties. The
representations and warranties of IPWT in this Agreement and in the 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 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.

            8.1.2 Performance of Agreements. RMG shall 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.