any right, title or interest or in which RMG or any Affiliate of RMG acquires
any right, title or interest on or before the Closing Time, and (c) which are
not RMG Excluded Assets. The RMG Assets include the RMG Tangible Personal
Property, RMG Owned Property, RMG Leased Property, RMG Other Real Property
Interests, RMG Systems Franchises, RMG Systems Licenses, RMG Systems Contracts,
RMG Books and Records and RMG Other Intangibles.
1.52 RMG Books and Records. All engineering records, files, data,
drawings, blueprints, schematics, reports, lists, plans and procedures and all
other files of correspondence, lists, records and reports concerning RMG's Cable
Business, including subscribers and prospective subscribers of the RMG Systems,
signal and program carriage and dealings with Governmental Authorities with
respect to the RMG Systems, including all reports filed with respect to the RMG
Systems by or on behalf of RMG or any Affiliate of RMG with the FCC and
statements of account filed with respect to the RMG Systems by or on behalf of
RMG or any Affiliate of RMG with the U.S. Copyright Office, but excluding all
documents, reports and records relating to any employee of the RMG Systems who
has not given consent to disclosure of such documents, reports and records.
1.53 RMG Leased Property. The leaseholds of real property included among
the RMG Assets and described as RMG Leased Property on Schedule 1.53.
1.54 RMG Other Intangibles. All intangible assets, other than the RMG
Systems Franchises, RMG Systems Licenses and RMG Systems Contracts, including
subscriber lists, claims (excluding any claims relating to RMG Excluded Assets),
and Intellectual Property, if any, included among the RMG Assets.
1.55 RMG Other Real Property Interests. The easements and rights of access
(other than those relating to multiple dwelling units) and other interests in
real property held by RMG or any Affiliate of RMG in connection with RMG's Cable
Business, including those interests described as RMG Other Real Property
Interests on Schedule 1.55, but not including RMG Leased Property or RMG Owned
1.56 RMG Owned Property. The fee interests in the real property included
among the RMG Assets and described as RMG Owned Property on Schedule 1.56 and
all improvements and towers thereon and appurtenances thereto.
1.57 RMG Required Consents. Any and all consents, authorizations and
approvals under or in connection with the RMG Assets (including the RMG Systems
Franchises, RMG Systems Licenses, and RMG Systems Contracts) or any Contract,
Lien or Legal Requirement by which RMG, any of its Affiliates or their
respective Assets are bound, required (a) for RMG to transfer the RMG Assets to
the IP-I Parties pursuant to this Agreement, (b) for the IP-I Parties to operate
the RMG Systems and to own, lease, use and operate the RMG Assets and the RMG
Systems at the places and in the manner in which the RMG Assets are used and the
RMG Systems are operated as of the date of this Agreement and as of the Closing,
or (c) for the IP-I