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                  (b) Except as otherwise provided in Section 7.5.3, RMG shall
have received evidence, in form and substance reasonably satisfactory to it,
that the IP-I Required Consents relating to the IP-I Systems Licenses and the
IP-I Systems Contracts identified with an asterisk (*) on Schedule 5.3 have been

            8.2.6 No Material Adverse Changes. There shall not have been any
material adverse change in the IP-I Assets or the condition (financial or
otherwise) or operations of IP-I's Cable Business or the IP-I Systems, taken as
a whole, since December 31, 1998.

            8.2.7 Franchise Renewals. Each IP-I Systems Franchise for which (a)
a valid notice of renewal pursuant to the formal renewal procedures established
by Section 626 of the Cable Act has not been timely delivered to the appropriate
Governmental Authority, and (b) with respect to which the appropriate
Governmental Authority has not confirmed in writing that the procedures
established by Section 626 nonetheless shall apply to the renewal or extension
of such IP-I Systems Franchise, shall have been renewed or extended for a period
expiring no earlier than three years after the Closing Date.

            8.2.8 Common Agreement and Related Closings.

                  (a) The conditions set forth in Section 4.1 of the Common
Agreement shall have been satisfied or waived.

                  (b) The transactions contemplated by the IP Agreements (as
defined in the Common Agreement) and the Redemption Agreement shall have been,
or will be, consummated as set forth in Section 4.4 of the Common Agreement,
except to the extent such Agreements are not consummated as a result of a breach
by RMG or its Affiliates of its or their obligation to consummate such


      9.1 The Closing; Time and Place. Subject to the terms and conditions of
this Agreement, the Closing shall be held in San Francisco, California, or as
otherwise agreed, at a place mutually agreed upon by the Parties at 10:00 a.m.,
local time, on the last calendar day of the calendar month in which the
conditions set forth in Article 8 (other than Sections 8.1.3 and 8.2.3) shall
have been satisfied or waived (provided that each Party shall have at least 10
days' prior notice of the scheduled Closing Date in order to prepare for the
Closing) or at such other place, date and time as may be mutually agreed upon by
the Parties (the "Closing Date"). The transactions to be consummated at Closing
shall be deemed to have been consummated as of the Closing Time. If the Closing
Date is not a Business Day, then the Closing Date shall be the immediately
preceding Business Day.