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<br />(b) Condition ofTancible Personal Prooertv. 10 the knowledge of the Company, <br />the Tangible Personal Property is in good operating condition and repair, ordinary wear and tear <br />excepted. The Tangible Personal Property has been constructed and maintained and has been and <br />is being operated in accordance with all applicable Legal Requirements, Franchises, System Rights <br />and Contracts, except for such noncompliance that, individually or in the aggregate, has not had and <br />would not reasonably be expected to have a Company Material Adverse Effect. ' <br /> <br />Section 3.9 Litigation: Judgments. etc. As of the date hereof, except as is disclosed in <br />Schedule 3.9, except for proceedings affecting the cable television industry generally, and except <br />for lawsuits being defended by the Company's insurance carriers for which there is adequate <br />coverage, there are no lawsuits or legal proceedings pending or to the Company's knowledge <br />threatened against, and no judgments or orders outstanding against or otherwise specifically related <br />to, any Company Entity or any Company Entity's officers, directors or shareholders, in each case <br />which individually or in the aggregate have had or could reasonably be expected to have a Company <br />Material Adverse Effect or could materially and adversely affect the ability of the Company to <br />perform its obligations under this Agreement. <br /> <br />Section 3.1 0 Labor Contracts. As of the date hereof, there are no collective bargaining <br />agreements, and no contracts or agreements with labor unions, relating to, involving or affecting the <br />employees of the Company Entities to which any Company Entity is a party or by which it is bound, <br />and no Company Entity has any obligation to bargain with any labor organization with respect to <br />any such persons. <br /> <br />Section 3.11 Finders and Brokers. Except for the agreement (the "Advisor AQIeement") <br />",jth Donaldson, Lufkin & Jemette Securities Corporation (the "Advisor") pursuant to which Parent <br />and/or the Company is obligated to pay fees to the Advisor upon consummation of the Closing <br />hereunder, a copy of which has been delivered or made available to Parent, or will be delivered to <br />Parent promptly upon execution, (i) no Company Entity has entered into any contract, arrangement <br />or understanding with any Person which may result in an obligation of Parent or any Company <br />Entity to pay any finder's fees, brokerage or agent's commissions or other like payments in <br />connection with the negotiations leading up to this Agreement or the consummation of the <br />transactions contemplated by this Agreement, and (ii) to the knowledge ofthe Company, there is no <br />claim or basis for any claim for payment of any finder's fees, brokerage or agent's commissions or <br />like payment in connection with the negotiations leading to this Agreement or the consummation <br />of the transactions contemplated hereby. <br /> <br />Section 3.12 ComDliance with Laws. <br /> <br />( a) In General. <br /> <br />(i) Except with respect to the regulatory status of the Company Entities <br />under, or the Company Entities' compliance with, the FCC rules implementing the rate <br />regulation provisions of the Communications Act (as to which the Company Entities make <br />no representations and warranties in this Agreement other than in Section 3.12(b)), the <br /> <br />AT1/90584-8 <br /> <br />18 <br />