conclusive. Any amount which becomes payable pursuant to this Section 2.8 will
constitute an adjustment to the Purchase Price for all purposes.
ARTICLE III. RELATED MATTERS
SECTION 3.1 HSR ACT COMPLIANCE.
As soon as practicable after the execution of this Agreement, and in
any event within thirty (30) days after the date of this Agreement (or, if
later, five (5) days after the approval set forth at Section 7.2(g) has been
obtained), Buyer and Sellers shall each file all required notifications under
the HSR Act; each such filing shall request early termination of the waiting
period imposed by the HSR Act. Buyer on the one hand and Sellers on the other
hand shall each pay one half of all filing fees required thereby. Thereafter
Buyer and Sellers shall use commercially reasonable efforts to promptly comply
with all requests for additional information and shall diligently pursue
termination of the waiting period under the HSR Act and procurement of all
required consents thereunder.
SECTION 3.2 BULK SALES.
Buyer and Sellers each waive compliance by the other with all bulk
sales Legal Requirements applicable to the transactions contemplated hereby;
provided that in the event that any Franchise shall require otherwise, Buyer and
Sellers will comply with the bulk sales Legal Requirements applicable to such
SECTION 3.3 USE OF NAMES AND LOGOS.
For a period of one hundred eighty (180) days after Closing, Buyer
shall be entitled to use the trademarks, trade names, service marks, service
names, logos, and similar proprietary rights of the Operating Entities to the
extent incorporated in or on the Assets. Thereafter Buyer shall cease any use of
such trademarks, trade names, service marks, service names, logos, and similar
proprietary rights of the Operating Entities, provided that Buyer shall not be
required to remove the foregoing from and Equipment maintained in the possession
of any subscriber at any time, and provided further that Buyer shall have all of
CSI's rights, if any, in the names "Cable Systems, Inc." and "CSI", all of
Hornell's rights, if any, in the name "Hornell", all of Tioga's rights in the
name "Tioga", and (if the closing of the purchase of the ARH Stock has been
completed) all of ARH's rights, if any, in the name "ARH".