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<br />(iii) the approximate number of homes passed by each Cable System as <br />of the date hereof as provided in the Company Entities' regularly prepared monthly <br />subscriber reports; and <br /> <br />(iv) the bandwidth capacity(ies) of each Cable System specified in MHz <br />as of the date hereof and the approximate number of plant miles corresponding fo each <br />bandwidth. <br /> <br />True and complete copies of all the documents referenced in Schedule 3.7(a) have been delivered <br />or made available by the Company to Parent (including all amendments and modifications thereto). <br /> <br />(b) Status of Franchises and Svstem Rights. With such exceptions as, <br />individually or in the aggregate, have not had, and would not reasonably be expected to have, a <br />Company Material Adverse Effect, (i) each of the Franchises and System Rights is valid, in full <br />force and effect and enforceable in accordance with its terms (except, in each such case, as may be <br />limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting <br />generally the enforcement of creditors' rights and remedies and general principles of equity, <br />including limitations on the availability of the remedy of specific performance or injunctive relief <br />regardless of whether performance or injunctive relief is sought in a proceeding at law or in equity); <br />(ii) such Company Entity as is a party thereto has fulfilled when due, or has taken all action <br />necessary to enable it to fulfill when due, all of its obligations under the Franchises and System <br />Rights; (iii) there has not occurred any breach by such Company Entity as is a party thereto or by <br />any other party thereto, under any of the Franchises or System Rights; (iv) neither such Company <br />Entity as is a party thereto nor any other party thereto, is in arrears in the performance or satisfaction <br />of its obligations under any of the Franchises or System Rights and no waiver or indulgence has <br />been granted any of the parties thereto; (v) none of the Governmental Authorities that has issued any <br />franchise or System Right has notified any of the Company Entities in writing (A) of its intent to <br />modifY, revoke, terminate or fail to renew any such Franchise or System Right, now or in the future, <br />or (B) that any of the Company Entities is in violation of the terms of any such Franchise or System <br />Right, and no action has been threatened with respect thereto; and (vi) there is not pending any <br />proceeding, application, petition, objection or other pleading with any Governmental Authority that <br />questions the validity of any Franchise or System Right or which presents a substantial risk that, if <br />accepted or granted, would result in the revocation, cancellation, suspension or any adverse <br />modification of any FTanchise or System Right. No Person (including any Govemmental Authority) <br />has any right to acquire any interest in the business of the Company Entities or the Assets (including <br />any right of first refusal or similar right), other than rights of condemnation or eminent domain <br />afforded by law or upon the termination of or default under any Franchise. <br /> <br />Section 3.8 <br /> <br />Title to and Condition of Assets. <br /> <br />(a) Title to Assets. Except for Permitted Liens and for such exceptions that <br />individually or in the aggregate have not had and would not reasonably be expected to have a <br />Company Material Adverse Effect, the Company Entities have good and marketable title to all of <br />the Assets, free and clear of all Liens. <br /> <br />AT 1/90584-8 <br /> <br />17 <br />