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condition or operations of such IP-I Party's Cable Business, any of its Systems
or Assets or the ability of such IP-I Party to perform its obligations under
this Agreement or (ii) result in the modification, revocation, termination,
suspension or other limitation of any of such IP-I Party's Systems Franchises,
Systems Licenses, or Systems Contracts; and (b) there is not in existence any
Judgment requiring such IP-I Party or any of its Affiliates to take any action
of any kind with respect to its Assets or the operation of any of its Systems,
or to which such IP-I Party (with respect to its Systems), any of its Systems or
Assets are subject or by which they are bound or affected, that has not been
fully complied with by such IP-I Party.

      5.13 Tax Returns; Other Reports. Such IP-I Party has duly and timely filed
in correct form all federal, state, local and foreign Tax returns and other Tax
reports required to be filed by it, and has timely paid all Taxes which have
become due and payable, whether or not so shown on any such return or report,
the failure of which to be filed or paid could affect or result in the
imposition of a Lien upon its Assets or create any transferee or other liability
upon RMG, except such amounts as are being contested diligently and in good
faith and are not in the aggregate material. Except as set forth on Schedule
5.13, such IP-I Party has not received any notice of, nor does such IP-I Party
have any Knowledge of, any deficiency, assessment or audit, or proposed
deficiency, assessment or audit from any taxing Governmental Authority which
could affect, or result in the imposition of a Lien upon, any of its Assets or
transferee or other liability upon RMG.

      5.14 Employment Matters.

            5.14.1 Such IP-I Party has complied in all material respects with
all applicable Legal Requirements relating to the employment of labor, including
the Worker Adjustment and Retraining Notification Act, 29 U.S.C. ss. 2101, et
seq. ("WARN"), continuation coverage requirements with respect to group health
plans and those relating to wages, hours, collective bargaining, unemployment
insurance, workers' compensation, equal employment opportunity, age, sex, race
and disability discrimination, immigration control and the payment and
withholding of Taxes.

            5.14.2 There are no Liens against such IP-I Party's Assets under
Section 412(n) of the Code or Sections 302(f) or 4068 of ERISA. At the Closing,
RMG and its ERISA Affiliates will have no obligation to contribute to, or any
liability in respect of, (i) any employee benefit plan within the meaning of
Section 3(3) of ERISA, or (ii) any similar employment, severance or other
arrangement or policy (whether written or oral) providing for insurance coverage
(including self-insured arrangements), workers' compensation, disability
benefits, supplemental unemployment benefits, vacation benefits, fringe benefits
or retirement benefits, or for profit sharing, deferred compensation, bonuses,
stock options, stock appreciation or other forms of incentive compensation or
post-retirement insurance, compensation or benefits, sponsored or maintained by
any IP-I Party or any of their ERISA Affiliates, or to which any IP-I Party or
any of their ERISA Affiliates was obligated to contribute. The IP-I Parties will
not, in connection with the transactions contemplated by this Agreement, cease
to provide any group