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performance of RMG under, or (iv) result in the creation or imposition of any
Lien under any RMG Systems Contract, RMG Systems Franchise, RMG Systems License,
or other instrument evidencing any of the RMG Assets or by which RMG 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 RMG System, RMG's Cable Business or
RMG, or on the ability of RMG to perform its obligations under this Agreement or
the Transaction Documents to which it is a party.

      6.4 Assets.

            6.4.1 RMG has good and marketable title to (or, in the case of RMG
Assets that are leased, valid leasehold interests in) the RMG Assets. The RMG
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 6.4.1 (except for those marked with an
asterisk on Schedule 6.4.1) will be terminated, released or, in the case of
rights of first refusal (except for those listed on Schedule 6.4.1), waived, as
appropriate at or prior to Closing. Except as described on Schedule 1.61, the
RMG 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 RMG's
Cable Business.

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

            6.4.3 Except as described on Schedule 6.4.3, and other than direct
broadcast satellite and satellite master antenna television, with respect to
each area in which the RMG Systems currently provide cable television service,
(i) no Person is operating a cable television system or other non-satellite MVPD
other than an RMG System in such area; (ii) no local franchising authority has
awarded a cable television franchise in such area to any Person other than RMG;
and (iii) to the Knowledge of RMG, no MVPD has applied for a cable television
franchise to serve such area.

      6.5 RMG Systems Franchises, RMG Systems Licenses, RMG Systems Contracts
          and RMG Other Real Property Interests.

            6.5.1 Except as described on Schedules 1.53, 1.55, 1.58, 1.59 and
1.60, and except for the RMG Excluded Assets, RMG is not bound or affected by
any of the following that