6.1 Conditions to Buyer's Obligations. The obligations of Buyer to
consummate the transactions contemplated by this Agreement are subject to the
satisfaction at or before the Closing of the following conditions, any of which
may be waived by Buyer.
(a) Accuracy of Representations and Warranties. The
representations and warranties of each Seller in this Agreement and in any
Transaction Document, without giving effect to any references to or
qualifications based on Material Adverse Effect or materiality contained
therein, shall be true, complete and correct in all respects, at and as of the
Closing with the same effect as if made at and as of the Closing, except for any
representation or warranty which is made as of a specified date, which
representation or warranty shall be so true and correct as of such specified
date; provided, this condition will be deemed satisfied if all such untrue or
incorrect representations and warranties in the aggregate, do not have a
Material Adverse Effect.
(b) Performance of Agreements. Each Seller shall have
performed in all material respects all obligations and agreements and complied
in all material respects with all covenants in this Agreement and in any
Transaction Document to be performed and complied with by it at or before the
(c) Deliveries. Each Seller shall have delivered the items and
documents required to be delivered by it pursuant to this Agreement, including
those required under Section 7.2.
(d) Legal Proceedings. No Judgment shall have been entered and
not vacated by any Governmental Authority or arbitration tribunal and no Legal
Requirement shall have been enacted, promulgated or issued or become or deemed
applicable to any of the transactions contemplated by this Agreement by any
Governmental Authority or arbitration tribunal, which would prevent or make
illegal the purchase and sale of the Purchased Interests or the contribution of
the Contributed Interests as contemplated by this Agreement.
(e) Franchise Required Consents. The aggregate number of
Scheduled Subscribers in the Service Areas and the Acquisition Agreement
Services Areas set forth on Schedule 6.1 that are, as of the Adjustment Time,
Transferable Service Areas shall be at least 90% of the total Scheduled
Subscribers; provided that Schedule 6.1 shall be amended from time to time as
necessary to reflect all Acquisition Agreement Service Areas that are the
subject of any pending Acquisition Agreements which have not been terminated.
(f) Other Required Consents. Seller shall have received
evidence, in form and substance reasonably satisfactory to it, that the Required
Consents marked with an asterisk on Schedule 3.2 have been obtained in
accordance with this Agreement.
(g) No Material Adverse Change. Since December 31, 1998, no
event has occurred which has had a Material Adverse Effect or has occurred which
is reasonably likely to result in a Material Adverse Effect (for purposes of
this paragraph a reduction in Equivalent Basic Subscribers shall not constitute
by itself a Material Adverse Effect).