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the performance of such IP-I Party under, or (iv) result in the creation or
imposition of any Lien under any IP-I Systems Contract, IP-I Systems Franchise,
IP-I Systems License, or other instrument evidencing any of the IP-I Assets or
by which such IP-I Party or any of its assets is bound or affected, except for
purposes of clauses (c) and (d) such consents, approvals, authorizations and
filings that, if not obtained or made, would not, and such violations,
conflicts, breaches, defaults, terminations, suspensions, modifications and
accelerations as would not, individually or in the aggregate, have an adverse
effect on any of such IP-I Party's Systems, its Cable Business or on such IP-I
Party, or on its ability to perform its obligations under this Agreement or the
Transaction Documents to which it is a party.

      5.4 Assets.

            5.4.1 Such IP-I Party has good and marketable title to (or, in the
case of Assets that are leased, valid leasehold interests in) its Assets. None
of the AT&T Affiliates has any right, title or interest in or to any of the IP-I
Assets. The IP-I Assets are free and clear of all Liens, except Permitted Liens
and rights of first refusal which will be waived at Closing by the Person
holding such rights. All of the Liens described on Schedule 5.4.1 (except for
those marked with an asterisk on Schedule 5.4.1) will be terminated, released
or, in the case of rights of first refusal (except for those listed on Schedule
5.4.1), waived, as appropriate, at or prior to the Closing. Except as described
on Schedule 1.34, such IP-I Party's Tangible Personal Property, as an integrated
system and in its component parts, is in good operating condition and repair
(ordinary wear and tear and routine failures excepted) and is usable and
adequate for the operation of such IP-I Party's Cable Business.

            5.4.2 Except for items included in the IP-I Excluded Assets, such
IP-I Party's Assets constitute substantially all the assets necessary to (a)
conduct its Cable Business as it is being conducted on the date of this
Agreement and in compliance with all applicable Legal Requirements, (b) to
operate its Systems as they are being operated on the date of this Agreement and
in compliance with all applicable Legal Requirements and (c) to perform all of
RMG's Assumed Obligations and Liabilities.

            5.4.3 Except as described on Schedule 5.4.3, and other than direct
broadcast satellite and satellite master antenna television, with respect to
each area in which such IP-I Party's Systems currently provide cable television
service: (i) no Person is operating a cable television system or other
non-satellite MVPD other than a IP-I System in such area; (ii) no local
franchising authority has awarded a cable television franchise in such area to
any Person other than a IP-I Party; and (iii) to the Knowledge of such IP-I
Party, no MVPD has applied for a cable television franchise to serve such area.