{"id":43679,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/stock-purchase-agreement-harron-communications-corp-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stock-purchase-agreement-harron-communications-corp-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/stock-purchase-agreement-harron-communications-corp-and.html","title":{"rendered":"Stock Purchase Agreement – Harron Communications Corp. and Adelphia Communications Corp."},"content":{"rendered":" STOCK PURCHASE AGREEMENT\n\n THIS AGREEMENT, dated April 9, 1999 by and between the Shareholders of\nHarron Communications Corp. (\"Harron\") listed on the signature page hereto\n(individually a \"Shareholder\" and collectively \"Shareholders\"), and Adelphia\nCommunications Corporation, a Delaware corporation (\"Buyer\").\n\n W I T N E S S E T H :\n\n WHEREAS, Shareholders are the owners of all the stock (the \"Stock\") of\nHarron which, together with the Operating Subsidiaries (as hereinafter defined),\nis the owner and operator of the cable television system (the \"CATV System\"),\nand businesses in respect thereof, located in the cities and\/or townships listed\non Schedule 4.5 attached hereto (the CATV System, and the businesses of Harron\nand the Operating Companies in respect thereof (other than with respect to the\nExcluded Assets), are herein referred to collectively as the \"Business\"); and\n\n WHEREAS, Shareholders desire to sell, and Buyer desires to purchase, on\nthe terms and subject to the conditions contained in this Agreement, the Stock,\nfree and clear of all liens, claims, pledges, restrictions, rights of others,\nvoting agreements, charges or other encumbrances of any kind or nature\nwhatsoever, all in accordance with and subject to the terms and conditions set\nforth herein.\n\n NOW, THEREFORE, in consideration of the mutual promises each to the\nother made herein, the parties hereto, intending to be legally bound hereby,\nagree as follows:\n\n1. Definitions. As used herein, the following terms shall, except where the\ncontext otherwise requires, have the meanings specified in this Section 1 (such\ndefinitions to be equally applicable to the singular and plural forms of the\nterm defined):\n\n \"Agreement\" - This Stock Purchase Agreement, as the same may be amended\nor modified in accordance with the terms hereof.\n\n \"Accounts Receivable\" - All accounts receivable of the Cable Companies.\n\n 1\n\n\n \"Additional Escrow Fund\" - As defined in Section 7.1.\n\n \"Additional Subscribers\" - As defined in Section 2.3.\n\n \"Authorizations\" - All Governmental Permits and other approvals,\nauthorizations or agreements necessary to own and operate the Business lawfully\nand in the manner in which it is now being operated.\n\n \"Authority\" - any federal, state or local governmental authority or\nentity having regulatory or other authority or jurisdiction over the Harron\nCompanies, or any of them.\n\n \"Bank Debt\" - Obligations of the Cable Companies referenced in a\ncertain Amended and Restated Revolving Credit and Term Loan Agreement dated June\n3, 1998, as amended, with First Union N.A., and the other banks party thereto.\n\n \"Benefit Arrangement\" means each plan, arrangement, program, agreement\nor commitment (written or oral) providing for insurance coverage (including,\nwithout limitation, any self-insured arrangements), workers' compensation,\ndisability benefits, supplemental unemployment benefits, vacation benefits,\nretirement benefits, life, health or accident benefits (including, without\nlimitation, any \"voluntary employees' beneficiary association\" as defined in\nSection 501(c)(9) of the Code) or for deferred compensation, profit-sharing,\nbonuses, stock options, stock appreciation rights, stock purchase or other forms\nof incentive compensation or post-retirement insurance, compensation or benefits\nwhich (a) is not a Welfare Plan, Pension Plan or Multiemployer Plan, (b) is\nentered into, maintained, contributed to or required to be contributed to, as\nthe case may be, by Harron or any ERISA Affiliate or under which Harron or any\nERISA Affiliate may incur any liability, and (c) covers any Employee or former\nemployee of Harron or any ERISA Affiliate (with respect to their relationship\nwith such entity).\n\n \"Business\" - As defined in the first WHEREAS paragraph.\n\n \"Business Assets\" - As described in Section 4.10.\n\n \"Buyer\" - As defined in the first paragraph of this Agreement, its\nsuccessors and assigns.\n\n \"Cable Companies\" - Harron and the Operating Subsidiaries.\n\n \"Cash Balance\" - As defined in Section 2.3.\n\n 2\n\n\n \"CATV\" - cable television.\n\n \"CATV System\" - As defined in the first WHEREAS paragraph.\n\n \"Closing and Closing Date\" - As defined in Section 3.\n\n \"Code\" - The Internal Revenue Code of 1986, as amended, and the\nregulations promulgated thereunder.\n\n \"Communications Act\" - The Communications Act of 1934, as amended,\nincluding all provisions of the Cable Communications Policy Act of 1984, the\nCable Television Consumer Protection and Competition Act of 1992, and the\nprovisions of the Telecommunications Act of 1996.\n\n \"Copyright Act\" - As defined in Section 4.6.\n\n \"Damage Notice\" - As defined in Section 12.\n\n \"Employees\" mean all persons employed by Harron or the Business as of\nthe date specified or, if no date is specified, as of the date hereof.\n\n \"Employee Plan\" means all Benefit Arrangements, Multiemployer Plans, \nPension Plans and Welfare Plans.\n\n \"Encumbrances\" - Collectively, all debts, claims, liabilities,\nobligations, Taxes, liens, mortgages, security interests, claims, pledges,\nrestrictions, voting agreements, title exceptions, rights of others or other\nencumbrances of any kind or nature whatsoever.\n\n \"Environmental Laws\" - Any statute, ordinance, code, law (common or\notherwise), rule, regulation or order pertaining to land use, air, soil, surface\nwater, groundwater (including the protection, cleanup, removal, remediation or\ndamage thereof), or to the protection of public health and safety or any other\nenvironmental matter, including the following laws as amended and if effect from\ntime to time up to the date hereof: (A) Clean Air Act (42 U.S.C. SS7401, et\nseq.); (B) Clean Water Act (33 U.S.C. SS1251, et seq.); (C) Resource\nConservation and Recovery Act (42 U.S.C. SS6901, et seq.); (D) Comprehensive\nEnvironmental Response, Compensation and Liability Act (42 U.S.C. SS9601, et\nseq.); (E) Safe Drinking Water Act (42 U.S.C. SS300f, et seq.); and (F) Toxic\nSubstance Control Act (15 U.S.C. SS2601, et seq.).\n\n 3\n\n\n \"ERISA\" means the Employee Retirement Income Security Act of 1974, as\namended, and the regulations promulgated thereunder.\n\n \"ERISA Affiliate\" means any entity which is (or at any relevant time\nwas) a member of a \"controlled group of corporations\" with, under \"common\ncontrol\" with, or a member of an \"affiliated service group\" with, or otherwise\nrequired to be aggregated with, Harron, as set forth in Section 414(b), (c), (m)\nor (o) of the Code.\n\n \"Escrow Agreement\" - The form of Escrow Agreement attached as Exhibit\nA.\n\n \"Estimate Statement\" - As defined in Section 2.3.\n\n \"Existing Employment Agreements\" - As defined in Section 4.14.\n\n \"Excluded Assets\" - As defined in Section 6.2.\n\n \"Excluded Liabilities\" - As defined in Section 6.2.\n\n \"Family Loans\" - All loans from the Harron Companies to the lineal\ndescendants of Margaret E. Harron, as reflected on the Financial Statements and\nas made by the Harron Companies prior to the Closing Date.\n\n \"FAA\" - The Federal Aviation Administration.\n\n \"FCC\" - The Federal Communications Commission.\n\n \"Final Statement\" - As defined in Section 2.3.\n\n \"Financial Statements\" - As defined in Section 4.13.\n\n \"FTC\" - The Federal Trade Commission.\n\n \"Governmental Permits\" - All franchises and related agreements,\napprovals, authorizations, permits, licenses, easements, registrations,\nqualifications, leases, variances and similar rights obtained from any\nAuthority.\n\n \"Hazardous Substances\" - Any pollutant, contaminant, hazardous or toxic\nsubstance, material, constituent or waste or any pollutant or any release\nthereof that is labeled or regulated as such by any Authority pursuant to an\nEnvironmental Law, including, without limitation, petroleum or petroleum\ncompounds, radioactive materials, asbestos or any asbestos-containing material,\nor polychlorinated biphenyl's.\n\n 4\n\n\n \"Harron\" - As defined in the first WHEREAS clause hereof.\n\n \"Harron Companies\" - Harron, the Operating Subsidiaries and all other\nsubsidiaries (direct or indirect) of Harron.\n\n \"HSR Act\" - As defined in Section 4.12.\n\n \"Indemnitor\" - As defined in Section 13.4.\n\n \"Indemnitee\" - As defined in Section 13.4.\n\n \"Knowledge\" - Whenever the phrases \"knowledge of Shareholders\" or\n\"known to Shareholders\" is used, Shareholders shall be deemed to know of all\ninformation of which any officer or general manager of any of the Cable\nCompanies is aware.\n\n \"Listed Contracts\" - As defined in Section 4.11.\n\n \"Material Adverse Effect\" - A material adverse effect on the condition,\nfinancial or otherwise, results of operations or prospects of the Business or\nthe Business Assets. For purposes hereof, changes applicable to the CATV\nbusiness generally, federal or other governmental rate regulation,\n\"over-building\", the offering of CATV service by another person within the\nmunicipalities served by the CATV System, or the issuance to another person of a\nfranchise in a territory served by the CATV System, shall not be considered to\nhave a Material Adverse Effect.\n\n \"Material Business Contract\" - Any contract, other than Excluded Assets\nand Excluded Liabilities, requiring payments by or to any of the Cable Companies\nof, in the aggregate, $50,000.00 or more during the current term of such\ncontract, and all headend, tower and microwave site leases and fiber leases.\n\n \"Multiemployer Plan\" means any \"multiemployer plan,\" as defined in\nSection 4001(a)(3) or 3(37) of ERISA, which (a) Harron or any ERISA Affiliate\nmaintains, administers, contributed to or was required to contribute to, or\nunder which Harron or any ERISA Affiliate may incur any liability and (b) covers\nany employee or former employee of Harron or any ERISA Affiliate (with respect\nto their relationship with any such entity).\n\n 5\n\n\n \"Non-competition Agreement\" - As defined in Section 9.9.\n\n \"Non-consenting Authorizations\" - As defined in Section 7.1.\n\n \"Officer Agreement\" - As defined in Section 9.10.\n\n \"Operating Subsidiaries\" - The subsidiaries of Harron listed on\nExhibit B.\n\n \"Pension Plan\" means any \"employee pension benefit plan\" as defined in\nSection 3(2) of ERISA (other than a Multiemployer Plan) which (a) Harron or any\nERISA Affiliate maintains, administers, contributes to or is required to\ncontribute to or, within the five years prior to the Closing Date, maintained,\nadministered, contributed to or was required to contribute to, or under which\nHarron or any ERISA Affiliate may incur any liability (including, without\nlimitation, any contingent liability); and (b) covers any employee or former\nemployee of Harron or any ERISA Affiliate (with respect to their relationship\nwith any such entity).\n\n \"Permitted Encumbrances\" - Liens for Taxes not yet due and payable,\ndefects or encumbrances of title which, either individually or in the aggregate,\ndo not materially interfere with the use or ownership of property, liens to be\nreleased immediately after, at or prior to Closing, leases for Real Property, to\nthe extent disclosed in Schedule 4.8 or Schedule 4.11, municipal, zoning and\nother ordinances, standard title exceptions, easements for utilities, recorded\nbuilding and use restrictions and covenants which, either individually or in the\naggregate, do not materially interfere with the use or ownership of property.\n\n \"Purchase Price\" - As defined in Section 2.2.\n\n \"Real Property\" - As defined in Section 4.8.\n\n \"Severance Arrangements\" - As defined in 6.1.\n\n \"Shareholder\" - As defined in the first paragraph of this Agreement.\n\n \"Shareholders\" - As defined in the first paragraph hereof.\n\n \"Stock\" - As defined in the first WHEREAS paragraph.\n \"Tangible Personal Property\" - As defined in Section 4.10.\n\n \"Tax\" - Any federal, state, local or foreign income, gross receipts,\nwindfall profits, property, production, sales, use, license, excise, franchise,\ncapital, transfer, employment, withholding, or other tax or governmental\nassessment, together with any interest, additions, or penalties with respect\nthereto and any interest in respect of such additions or penalties.\n\n 6\n\n\n \"Tax Return\" - Any tax return, declaration of estimated tax, tax report\nor other tax statement, or any other similar filing required to be submitted to\nany Authority with respect to any Tax.\n\n \"Welfare Plan\" means any \"employee welfare benefit plan\" as defined in\nSection 3(1) of ERISA, other than a Multiemployer Plan, which (a) Harron or any\nERISA Affiliate maintains, administers, contributes to or is required to\ncontribute to, or under which Harron or any ERISA Affiliate may incur any\nliability and (b) covers any employee or former Employee of Harron or any ERISA\nAffiliate (with respect to their relationship with any such entity).\n\n2. Stock Purchased\/Purchase Price.\n\n 2.1 Stock Purchase. Shareholders agree to sell, assign \nand convey, and Buyer agrees to buy, as of the Closing Date, all the Stock.\n\n 2.2. Purchase Price. In consideration of the sale, assignment and\nconveyance to Buyer of the Stock, and for entering into this Agreement, Buyer\nagrees to pay to Shareholders the sum of $1,200,000,000.00, subject to reduction\nor addition as hereinafter set forth (collectively the \"Purchase Price\"), to be\npaid at Closing by wire transfer to a bank or banks designated by Shareholders.\n\n 2.3. Adjustments to Purchase Price. The Purchase Price shall be \nadjusted as follows:\n\n a. Acquisition Adjustments. In the event that the Cable\nCompanies fail to acquire, through the acquisition of CATV systems not owned by\nthe Cable Companies, at least 2,200 subscribers (other than subscribers of the\nCATV systems being acquired pursuant to that certain Asset Purchase Agreement\ndated February, 1999, with J. Feeney Associates, Inc. (the \"Feeney Agreement\"))\n(the \"Additional Subscribers\"), the Purchase Price shall be decreased by (i) the\nexcess of 2,200 over the number of subscribers so acquired, times (ii)\n$1,500.00; provided, however, notwithstanding the foregoing provisions of this\nSection 2.3(a), in the event any of the Cable Companies enters into a purchase\nagreement relative to all or any portion of the Additional Subscribers, and the\n\n\n 7\n\n\ntransactions contemplated by such purchase agreement(s) do not close until after\nthe Closing Date, then the number of subscribers to be purchased pursuant to\nsuch purchase agreement(s) will not be included in the calculation contemplated\nby this Section 2.3(a), and any amounts payable after the Closing Date pursuant\nto such purchase agreement(s) (less purchase price deposits made in connection\ntherewith) will be included as a liability in Section 2.3(c). In addition, with\nrespect to the Feeney Agreement: (i) in the event such transaction does not\nclose until after the Closing Date, any amounts payable after the Closing Date\npursuant to the Feeney Agreement (less purchase price deposits made in\nconnection therewith) will be included as a liability in Section 2.3(c); and\n(ii) in the event the Feeney Agreement is terminated for any reason on or prior\nto the Closing Date, then the Purchase Price shall be reduced by the purchase\nprice (less the purchase price deposits, if any made thereunder) payable\nthereunder.\n\n b. Cash Balance. The Purchase Price shall be increased by the\nsum of all cash and cash equivalents held by the Cable Companies on the Closing\nDate (including the funds to be realized on the Closing Date in connection with\nthe payment of all amounts outstanding under the Family Loans (the \"Cash\nBalance\")).\n\n c. Accrued Liabilities\/Accounts Payable. The Purchase Price\nshall be decreased by the amount of all liabilities of the Cable Companies,\ndetermined in accordance with generally accepted accounting principles,\nallocable to the period ending as of the day before the Closing Date, including\nthe principal balance of the Bank Debt and costs due on account of the\nprepayment thereof (including any amounts necessary to satisfy any interest rate\nswap agreements), accounts payable, any Tax payments due and payable by any of\nthe Cable Companies for all Tax periods ending prior to the Closing Date\n(including, without limitation, Tax liabilities attributable to the distribution\nor other disposition of the Excluded Assets and the Excluded Liabilities), and\nany amounts payable on or after the Closing Date with respect to Additional\nSubscribers or pursuant to the Feeney Agreement, but excluding deferred income\ntaxes.\n\n d. Payments for Services\/Expenses\/Other Income. Without\nduplication with Section 2.3(c) hereof, the Purchase Price shall be increased or\ndecreased to take into account a pro ration of all income and expense such that\nall income and expense of the Cable Companies attributable to the period ending\non the day before the Closing Date shall be for the benefit (or detriment) of\nShareholders, and all income and expense of the Cable Companies attributable to\nthe period beginning on the Closing Date shall be for the benefit (or detriment)\nof Buyer.\n\n 8\n\n\n e. Pre-payments. The Purchase Price shall be increased for all\ndeposits and prepaid expenses of the Business.\n\n f. Accounts Receivable. The Purchase Price shall be \nincreased by the Business' Accounts Receivable aged 90 days or less.\n\n g. Launch Fees. The Purchase Price shall be decreased by the\nsum of all programmer \"launch\" fees received by the Cable Companies during 1997,\n1998 and 1999 which, if amortized over the period during which the Cable\nCompanies are contractually obligated to carry the subject programming, would be\nallocated to the period beginning on the Closing Date.\n\n h. Capital Expenditures. The Purchase Price shall be decreased\nby the amount by which the sums paid or accrued with respect to capital\nexpenditures fail to include the following sums during the 1999 calendar year:\n\n Southeast Michigan and Southeast Pennsylvania cable plant rebuilds:\n\n $30,000,000.00; and,\n\n Capital Expenditures other than the rebuilds of cable plant in\nSoutheast Michigan and Southeast Pennsylvania:\n\n $12,000,000.00.\n\nFor purposes of determining the Purchase Price adjustment under this Section\n2.3(h), in the event the Closing Date is prior to December 31, 1999, the\nforegoing decrease in the Purchase Price shall be determined on an annualized\nbasis (e.g., if the Closing occurs on September 30, the foregoing requirement\nwill be met if 75% of such sums have been accrued).\n\n i. Application of Adjustments. All adjustments to the Purchase\nPrice shall increase (or decrease) the Purchase Price paid for each share of\nStock on a proportionate basis.\n\nAttached hereto as Schedule 2.3 is an example of the calculation of the Purchase\nPrice adjustments contemplated by this Section 2.3, for illustrative purposes\nonly, prepared by the Shareholders as a good faith estimate of the items set\nforth in this Section 2.3 as if the Closing Date was February 28, 1999. It is\n\n\n 9\n\n\nthe intention of the parties that, without duplication and without limitation,\nthe preceding paragraphs result in an adjustment to the Purchase Price to\nreflect a pro ration of all expenses incurred by the Cable Companies, and all\npayments made on account of services to be provided by the Cable Companies to:\n(x) the period up to but not including the Closing Date; or (y) the period\nbeginning on the Closing Date. Such pro rations shall include, without\nlimitation and without duplication, interest accrued on the Bank Debt, all\npayments received for CATV services to be rendered in whole or in part on or\nafter the Closing Date, prepayments relating to periods of time on or after the\nClosing Date, property and other Taxes and assessments, payroll, accrued\nvacation, copyright royalties and fees, rents, pole rents, franchise fees,\nlicense fees, power and utility expenses, deposits and prepaid expenses. The\nShareholders shall prepare and deliver to Buyer, at least five business days\nprior to the Closing Date, a statement (the \"Estimate Statement\") showing, as of\nthe latest date reasonably possible, the amount reasonably estimated by\nShareholders, in good faith, to be the amount of the Purchase Price adjustments\nprovided for in this Section 2.3. The Purchase Price adjustments reflected in\nthe Estimate Statement shall be used in determining the Purchase Price at\nClosing. However, such adjustments (and the Purchase Price) shall be\nrecalculated subsequent to the Closing in accordance with this section. Within\n120 days after the Closing Date, the Buyer shall prepare a statement (the \"Final\nStatement\") showing, as of the Closing Date, the Purchase Price adjustments\nprovided for in this Section 2.3, and the Purchase Price shall be recalculated\nto reflect such Purchase Price adjustments. Within 30 days of receipt of the\nFinal Statement, Shareholders may object thereto. All matters contained within\nthe Final Statement for which no objection is proposed within such 30 days shall\nbe deemed accepted. Buyer and Shareholders shall have 60 days from the date of\nthe preparation and delivery of any objection to the Final Statement by\nShareholders to agree on the resolution thereof. In the event they have not so\nagreed within such time, it is agreed that such shall be submitted for\nresolution to a national accounting firm to be appointed by Shareholders and\napproved by Buyer (provided, if the amount in controversy exceeds the sum of\n$5,000,000.00, Shareholders or Buyer may require that such accounting firm\nappoint three accountants practicing within such accounting firm to act as a\npanel to resolve such dispute). Buyer hereby approves of any \"Big Five\"\naccounting firm selected by Shareholders so long as such firm does not then\nserve as the independent auditor of any of the Harron Companies, Shareholders or\nBuyer. The determination by the designated accounting firm of the amounts\nproperly to be taken into account as Purchase Price adjustments under this\nSection 2.3 shall be binding and non-appealable by either party. Within ten days\nof an agreement by the parties to an adjustment to the Final Statement, or the\nbinding determination thereof in accordance with the foregoing, the net amount\nowed as a Purchase Price adjustment shall be paid by the obligor thereof to the\nother party or parties, together with interest at the rate of 7% per annum,\ncalculated from the Closing Date. All costs and expenses of the selected\n\n\n 10\n\n\naccounting firm and its services rendered pursuant to this Section 2 shall be\nborne by Buyer, on the one hand, and Shareholders, on the other hand, as nearly\nas possible in proportion to the amount by which the determination of all\nmatters related to such costs and expenses varies from the positions of Buyer\nand Shareholders on all such matters.\n\n3. Closing. The date of closing (\"Closing\") hereunder (the \"Closing Date\") shall\nbe the later of September 30, 1999, or as specified by Buyer in writing no less\nthan five nor more than 30 days following the date on which the conditions set\nforth in Section 7 and 8 have been satisfied; provided, however, either party\nmay terminate this Agreement in accordance with the terms of Section 14 on\naccount of a Closing not having occurred on or before March 31, 2000, and any\nsuch termination shall be preceded by 60 days advance notice thereof in\naccordance with Section 14, in which case the Closing Date shall not be later\nthan May 30, 2000. Notwithstanding the foregoing; (a) Shareholders shall have\nthe right to delay closing to March 31, 2000, in order to obtain the consents of\nthe FCC, Ackerley Communications Group, Inc. and Robert Smith (or entities\ncontrolled by him), with respect to the transfer of the broadcast interests\nincluded in the Excluded Assets as provided for herein; (b) in no event shall\nClosing occur other than on the last day of a calendar month; (c) in no event\nshall Closing occur in the month of December; and (d) in the event Closing does\nnot occur on or before October 31, 1999, Shareholders shall have the right to\nextend the Closing Date until January 31, 2000.\n\n4. Shareholders' Representations, Warranties and Covenants. Each of the\nShareholders hereby jointly and severally represent, warrant and covenant to\nBuyer that:\n\n 4.1 Organization of Shareholders\/Authority and Enforcement. Each\nShareholder is a duly formed trust, formed under the laws of the Commonwealth of\nPennsylvania.\n\n 4.2 Authority to Execute and Consummate Agreement. The execution,\n\n\n 11\n\n\ndelivery and performance of this Agreement have been duly and validly authorized\nby all necessary action on the part of Shareholders. This Agreement has been\nduly executed and delivered by Shareholders and constitutes, and each contract\nor written undertaking delivered by Shareholders to Buyer pursuant hereto will\nconstitute, the legal, valid and binding obligation of Shareholders enforceable\nin accordance with its terms, except to the extent such enforcement may be\nlimited by bankruptcy, insolvency, reorganization, moratorium or similar laws or\nequitable principles of general application relating to or limiting creditors'\nrights. Assuming the receipt of the consents referenced in Schedule 4.12, the\nexecution, delivery and performance of this Agreement by Shareholders does not\nand, as of the Closing, will not, result in a breach or violation of, or\nconstitute a default (or an event which, with or without the passage of time or\nthe giving of notice, or both, will constitute a breach or default) under, any\ntrust or other agreement, instrument, statute, ordinance, rule, regulation or\norder to which any of the Harron Companies or Shareholders is a party or is\nbound.\n\n 4.3 Organization and Good Standing of the Cable Companies. The Cable\nCompanies are duly organized corporations, validly existing, and in good\nstanding under the laws of their respective states of incorporation, and have\nall requisite power and authority to own and operate their respective assets and\nto carry on the Business at the places and in the manner owned and operated.\nSchedule 4.3 lists all directors and officers of the Cable Companies.\n\n 4.4 Ownership of Capital Stock of Company; Capitalization. Each\nShareholder owns the number of shares of Stock set forth opposite such\nShareholder's name on Schedule 4.4, free and clear of all liens, security\ninterests, pledges, claims, options, restrictions, voting agreements, and rights\nof others. Harron has 48,168.46 issued and outstanding shares of stock, all of\nwhich are validly issued, fully paid and non-assessable and held of record by\nthe Shareholders. Except for the rights of certain Shareholders to purchase\nadditional shares of Harron, there are no outstanding options or other similar\nrights to purchase any shares of stock of Harron or the Operating Subsidiaries.\nAll existing options or warrants to purchase additional shares of stock of\nHarron shall be exercised or extinguished before the Closing Date. Any\nadditional shares of Harron stock issued prior to the Closing Date on account of\nthe exercise of an option or warrant to purchase such shares shall be\ntransferred to Buyer on the Closing Date in accordance with the terms hereof.\nBetween the date hereof and the Closing Date, no transfer of record ownership\nof, or beneficial interest in, any of the Stock will be made (other than to\nHarron, among the Shareholders or to trusts formed for lineal descendants of\n\n\n 12\n\n\nbeneficiaries of the Shareholders, provided all such transfers are subject to\nthe terms of this Agreement and the transferees have agreed in writing to be\nbound by, and a party to, this Agreement) and no liens, security interests,\npledges, claims, options, restrictions, voting agreements and rights of others\nwith respect to the Stock will be created.\n\n 4.5 Permits and Authorizations.\n\n (a) The Cable Companies have all Authorizations from the FCC\nand any Authority granting a franchise necessary to own and operate the Business\nlawfully and in the manner in which it is now operated.\n\n (b) Schedule 4.5 contains a true and complete list of all\nAuthorizations issued to the Cable Companies by the FCC and any Authority\ngranting any franchise, together with the expiration date thereof.\n\n (c) Shareholders have delivered to Buyer true and complete\ncopies of all Authorizations issued to the Cable Companies by the FCC and any\nAuthority granting any franchise in effect on the date hereof. All such\nAuthorizations are in full force and effect (subject to expiration at the end of\ntheir current term or as indicated on Schedule 4.5) and are valid, binding and\nenforceable upon the Cable Company that is a party thereto and, to the\nShareholders' knowledge, the other parties thereto, in accordance with their\nterms, except to the extent such enforceability may be affected by bankruptcy,\ninsolvency, or similar laws affecting creditor's rights generally and by\njudicial discretion in the enforcement of equitable remedies. Except as\ndisclosed in Schedule 4.5, the Cable Companies are in material compliance with\nthe terms of the Authorizations granted by the FCC and any Authority granting a\nfranchise, and as of the date of this Agreement none of the Cable Companies has\nreceived any written notice (or to the Shareholders' knowledge, after due\ninquiry of the regional managers of the CATV System, oral notice from such\nregional managers) from an Authority to the effect that any of the Cable\nCompanies are not currently in material compliance with the terms of the\nAuthorization granted by the FCC and any Authority granting a franchise.\n\n (d) Except as disclosed on Schedule 4.5, there exists no fact\n\n\n 13\n\n\nor matter known to Shareholders which would constitute a legally valid basis for\nrevocation, suspension or termination of an Authorization, or elimination of any\nrights under an Authorization.\n\n (e) Schedule 4.5 contains a list of all municipalities which\nhave granted a franchise to the Cable Companies and which, to the knowledge of\nShareholders, have also granted a franchise to any other person such that such\nother person has the right to offer CATV services in competition with the Cable\nCompanies within the geographical area governed by a franchise issued by such\nAuthority.\n\n (f) Provided all consents specified in Schedule 4.12 are\nobtained, the execution, delivery and performance of this Agreement will not\nentitle any person or entity to cancel, suspend, terminate or diminish the\nrights of any of the Cable Companies under any Authorization by the FCC or an\nAuthority granting a franchise.\n\n (g) All commitments or obligations to any Authority issuing to\nthe Cable Companies a franchise in New York, Pennsylvania and Southeast\nMichigan, relative to the upgrade or rebuild of the CATV System, have been met\nor will be met upon completion of rebuilds presently in progress.\n\n 4.6 FCC and Other Regulatory Matters.\n\n (a) During the three year period ending on the Closing Date,\nthe Cable Companies have submitted all material reports and filings required by\nthe Communications Act and the FCC's rules, the Copyright Act of 1976, as\namended (the \"Copyright Act\") and the rules of the Copyright office. All factual\nstatements made by the Cable Companies in any and all such reports and filings\nmade by the Cable Companies within the past 36 months are, in all material\nrespects, accurate and complete.\n\n (b) The Cable Companies maintain appropriate public files as\nrequired by FCC rules. The Cable Companies are providing syndicated exclusivity\nand network non-duplication protection to stations entitled thereto which have\nrequested such protection, and have followed the requirements governing\ncommercial leased access, origination cablecasting, equal time and personal\nattack obligations, obscenity, sponsorship identifications and sponsorship\nlists, as specified by FCC rules.\n\n 14\n\n\n (c) Except as disclosed on Schedule 4.6, to the knowledge of\nthe Shareholders, there are no facts, and the Cable Companies have received no\nnotice or other communication, indicating that the Cable Companies are not in\ncompliance with all requirements of the FCC's rules or the Communications Act,\nor applicable state and local statutes, regulations and ordinances, or that any\nFCC license has been revoked, suspended, has expired, or is otherwise not in\nfull force and effect.\n\n (d) There are no must-carry complaints pending at the FCC\nagainst the Cable Companies. In any case where the FCC has granted a must-carry\ncomplaint against any of the Cable Companies, the television broadcast station\nthat filed the complaint has been added on the affected CATV System.\n\n (e) All required certificates, permits, and clearances from\nAuthorities with respect to the CATV System's plant, antenna towers, CARS\nstations, microwave transmitters, earth stations, and business radios used by\nthe Cable Companies have been obtained. All aeronautical frequencies in use in\nthe CATV System have been properly registered with the FCC, and on the Closing\nDate only aeronautical frequencies eligible under 47 C.F.R. SS76.612 shall be in\nuse. The Cable Companies monitor signal leakage, maintain applicable signal\nleakage logs, conduct the cumulative leakage test, demonstrate compliance with\nthe cumulative criteria by showing a passing cumulative leakage index or a\nsuccessful flyover, and comply with the frequency separation standards, all in\ncompliance with the requirements set forth in 47 C.F.R. SS76.610 through\nSS76.619.\n\n (f) Schedule 4.5 sets forth the CATV System's communities\nwhere basic rates are currently regulated. In such communities, rates for basic\nservice were set by FCC Form 1200 or 1230, as brought forward by Form 1210's.\nThere are no CPST rate complaints pending against any of the Cable Companies,\nnor have any CPST rate complaints been resolved adversely to the Cable Companies\nwithin the last year.\n\n (g) Except as set forth on Schedule 4.12, no Authority or\nother person has any right to purchase the CATV System or any portion thereof,\nand no Authority for any of the communities served by the CATV System has\n\n\n 15\n\n\nexpressed to the Cable Companies any intention to provide cable television\nservice, nor are the Cable Companies aware of any such intention.\n\n (h) The Cable Companies have timely made all filings relating\nto the CATV System in order to preserve their respective rights under Section\n626 of the Communications Act of 1934, as amended.\n\n (i) Schedule 4.6 lists all definitive purchase and sale\nagreements pursuant to which the CATV Systems were acquired or sold during the\n1997, 1998 and 1999 calendar years. Except as disclosed in Schedule 4.6, no\nCable Company is bound by any contractual non-compete or similar restrictive\ncovenant. The Cable Companies have paid all amounts that are due and payable\nunder the purchase and sale agreements referred to above, or such have been\nproperly accrued as liabilities under Section 2.3(a) hereof.\n\n (j) The Cable Companies have paid all franchise fees that are\ndue and payable with respect to the operation by the Cable Companies of the CATV\nSystem, or such have been properly accrued as liabilities under Section 2.3(a)\nhereof.\n\n (k) The Cable Companies have paid all pole attachment fees\nthat are due and payable with respect to the operation by the Cable Companies of\nthe CATV System. As of the date of this Agreement, except as disclosed in\nSchedule 4.6, no pole attachment audits are pending and the Cable Companies have\nnot received written notice of any pending pole attachment audits.\n\n (l) Except for such rearrangements or rehabilitations of cable\ntrunk of the CATV System as may be necessary in the ordinary course of business,\nto the Shareholders' knowledge, none of the Cable Companies has any contractual\nobligation to rearrange any of such cable trunk.\n\n 4.7 Insurance. All insurance policies pertaining to the Business are in\nfull force and effect on the date hereof, are valid and enforceable in\naccordance with their terms, and are issued by financially sound and reputable\ninsurance companies.\n\n 4.8 Real Property. Schedule 4.8 contains a complete and correct list of\nall real property, other than Excluded Assets, in which the Cable Companies have\na fee or leasehold interest (the \"Real Property\"), specifying whether the Cable\nCompanies own or lease such property. The Cable Companies have not received any\nnotice of any condemnation proceeding or other proceeding in the nature of\n\n\n 16\n\n\neminent domain in connection with the Real Property. To the knowledge of the\nShareholders, except as disclosed on Schedule 4.19, the Real Property is in\nmaterial compliance with all applicable federal, state and local laws, rules,\nregulations and ordinances.\n\n 4.9 Accounts Receivable. Each Account Receivable is (i) a valid\nobligation of the account debtor enforceable in accordance with its terms; and\n(ii) in all material respects, a true and correct statement of the account for\nmerchandise actually sold and delivered to, or for actual services performed for\nand accepted by, such account debtor.\n\n 4.10 Tangible Personal Property; Business Assets. The tangible personal\nproperty of the Cable Companies (the \"Tangible Personal Property\"), together\nwith the other assets used in connection with the Business (the \"Business\nAssets\"), other than certain of the Excluded Assets which relate to the\n\"corporate\" offices of the Business located at 70 East Lancaster Avenue, Frazer,\nPennsylvania, collectively constitute all assets and rights necessary to enable\nBuyer to operate the Business as it is currently being operated. Changes in such\nassets from the date hereof will consist only of changes made in the ordinary\ncourse of business. The Cable Companies have good and marketable title to all\nthe Business Assets, free and clear of all Encumbrances, except for Permitted\nEncumbrances. None of the Excluded Assets relate to the Business (other than the\n\"corporate\" office of the Business located at 70 East Lancaster Avenue, Frazer,\nPennsylvania). All of the Harron Companies, other than the Cable Companies,\nconstitute part of the Excluded Assets.\n\n 4.11 Contracts; No Defaults. Schedule 4.11 contains a true and correct\nlist of all Material Business Contracts, as well as the pole attachment\nagreements and retransmission agreements of the Cable Companies (the \"Listed\nContracts\"). Except as disclosed on Schedule 4.11, each of the Listed Contracts\nis in full force and effect and constitutes a valid and binding obligation of,\nand is legally enforceable in accordance with its terms against, the parties\nthereto. Except as disclosed on Schedule 4.11, there has not been (i) any\nfailure of any Cable Company which is party to any such Listed Contract (or, to\nthe knowledge of Shareholders, any other party to any such Listed Contract) to\ncomply with all material provisions of such Listed Contract, (ii) any material\ndefault by any Cable Company thereunder (or, to the knowledge of Shareholders,\nany other party to any such Listed Contract), (iii) any threatened cancellation\n\n\n 17\n\n\nthereof, (iv) any outstanding dispute thereunder, or (v) any basis for any claim\nof material breach or material default thereunder by any Cable Company which is\nparty to any such Listed Contract (or, to the knowledge of Shareholders, any\nother party to any such Listed Contract).\n\n 4.12 Approvals and Consents. Except for filings with the FTC and the\nU.S. Department of Justice pursuant to the Hart-Scott-Rodino Antitrust\nImprovements Act of 1976, as amended (the \"HSR Act\"), and the expiration of the\napplicable waiting period thereunder, and the FCC, Ackerley Communications\nGroup, Inc. and Robert Smith (or entities controlled by him) (with respect to\nthe transfer of the broadcast interests included in the Excluded Assets to the\nShareholders as provided for herein) the only persons whose approval of or\nconsent to the execution, delivery or performance of this Agreement by\nShareholders is legally or contractually required, or is necessary to preclude\nany cancellation, suspension, or termination of or diminution of rights under\nany of the Authorizations, are specified on Schedule 4.12. Schedule 4.12\nincludes any persons with rights of first refusal with respect to transfers or\nassignments of any of the Business Assets.\n\n 4.13 Financial Information; Change in Condition of Assets; Liabilities.\nAttached hereto as Schedule 4.13 are: (a) true and complete copies of audited\nstatements of income of the Harron Companies for the twelve months ended\nDecember 31, 1997 and December 31, 1998, statements of cash flows for the same\nperiods, the related balance sheets as of such dates, and the related schedules\nand notes thereto, each of which was prepared from books and records of account\nof the Harron Companies kept in the normal course of business and in accordance\nwith generally accepted accounting principles, consistently applied in\naccordance with the Harron Companies' past practices, and together present\nfairly the financial position of the Harron Companies as at such dates and the\nresults of their operations for the periods covered thereby; (b) true and\ncomplete copies of unaudited statements of income of the Business for the twelve\nmonths ended December 31, 1997 and December 31, 1998, the related balance sheets\nas of such dates, each of which was prepared from books and records of account\nof the Cable Companies kept in the normal course of business and in accordance\nwith generally accepted accounting principles, consistently applied in\naccordance with the Cable Companies' past practices, and together present fairly\nthe financial position of the Business as at such dates and the results of their\noperations for the periods covered thereby (the foregoing information related to\nthe Business being referred to herein as the \"Financial Statements\"); and (c) a\n\n\n 18\n\n\ntrue and complete report, prepared from the books and records of the Cable\nCompanies, showing the number of subscribers of the Cable Companies as at the\ndates indicated thereon. Since December 31, 1998 the Cable Companies have:\n\n (i) not borrowed any money (other than as allowed under the Bank Debt);\n\n (ii) paid all obligations as they have become due; and\n\n (iii) not knowingly waived any right of material value.\n\nExcept as set forth on the Financial Statements, there are no material\nliabilities, debts, or obligations of the Cable Companies except for:\nobligations under Authorizations; contractual obligations; Permitted\nEncumbrances; obligations arising in the ordinary course of business; and\nExcluded Liabilities. Except as set forth in Schedule 4.13, since January 1,\n1999, there have been no changes to the condition of the Business Assets the\nresult of which would have a Material Adverse Effect, and no material portion of\nthe Business Assets has been removed from the Business except for Business\nAssets disposed of or consumed in the ordinary course of business, or Business\nAsset (other than any portion of the CATV System) replaced by replacement\nproperty of substantially equivalent kind and use. For purposes hereof, the\naccrual as income of the receipt of launch fees from programmers in the year of\nreceipt shall be deemed to be in accordance with generally accepted accounting\nprinciples.\n\n 4.14 Employees.\n\n (a) Schedule 4.14 contains a complete list of Employees,\nincluding such Employee's location, position, current salary or hourly wages and\nother cash compensation payable to each Employee. Except as set forth in\nSchedule 4.14, none of the Cable Companies is a party to any labor agreement\nwith respect to its Employees with any labor organization, group or association\nand, except as disclosed on such schedule, within the three years preceding the\ndate hereof, none of the Cable Companies has experienced any attempt by\norganized labor or its representatives to enter into a binding agreement with\norganized labor that would cover the Employees of such Cable Company not\notherwise so covered. Except as set forth in Schedule 4.14 or Schedule 4.19,\nthere is no unfair labor practice charge or complaint against any of the Cable\nCompanies pending before the National Labor Relations Board or any other\ngovernmental agency arising out of any such Cable Company's activities; there is\nno labor strike or labor disturbance pending against any of the Cable Companies\n\n\n 19\n\n\nnor is any material grievance currently being asserted against any such entity;\nand, none of the Cable Companies has experienced a work stoppage within the past\nthree years.\n\n (b) Except as set forth in Schedule 4.19, the Cable Companies\nare in material compliance with all applicable legal requirements respecting\nemployment practices, terms and conditions of employment, wages and hours, equal\nemployment opportunity, and the payment of social security and similar taxes,\nand none of them are engaged in any unfair labor practice. Except as set forth\nin Schedules 4.14 and 4.19, none of the Cable Companies are liable for any\nclaims for past due wages or any penalties for failure to comply with any of the\nforegoing which will not be included in the Purchase Price adjustment set forth\nin Section 2.3.\n\n (c) Except with respect to the employment agreements set forth\non Schedule 4.11 and Schedule 4.14 (including agreements with any labor\norganization reflected on Schedule 4.14) (the \"Existing Employment Agreements\"),\nnone of the Cable Companies entered into any severance or similar arrangement in\nrespect of any present or former Employee that will result in any obligations\n(absolute or contingent) of Buyer or any of the Cable Companies to make any\npayment to any present or former Employee following termination of employment\nsubsequent to the Closing Date or upon consummation of the transactions\ncontemplated by this Agreement. Neither the execution and delivery of this\nAgreement or any related agreement nor the consummation of the transaction\ncontemplated hereby or thereby will automatically result in the acceleration or\nvesting of any rights of any person to benefits under any Employee Plans.\n\n (d) The Cable Companies have provided Buyer with copies of all\nemployment contracts, consulting contracts and severance agreements to which any\nof the Cable Companies and any Employee or independent contractor providing\nservices to or on behalf of any of the Cable Companies are parties, other than\nthose which will be terminated on or before the Closing Date.\n\n (e) Schedule 4.14 contains a complete list of each Employee\nPlan. True and complete copies of each of the following documents have been\ndelivered (or will be delivered within two weeks of the date hereof) by Harron\nto Buyer: (i) each Benefit Arrangement, Pension Plan and Welfare Plan (and, if\n\n\n 20\n\n\napplicable, related trust agreements, annuity contracts or other funding\ninstruments) which covers Employees or former employees of the Cable Companies\n(with respect to their relationship with each such Company) and all amendments\nthereto, all summary plan descriptions, summary of material modifications (as\ndefined in ERISA) and all written interpretations and descriptions thereof which\nhave been distributed to participants therein, and a complete description of any\nBenefit Arrangement which is not in writing, (ii) the most recent determination\nletter issued by the Internal Revenue Service with respect to each Pension Plan\nand each voluntary employees' beneficiary association as defined under Section\n501(c)(9) of the Code (other than a Multiemployer Plan) which covers Employees\nor former employees of any of the Cable Companies (with respect to their\nrelationship with each such Company), (iii) for the three most recent plan\nyears, Annual Reports on Form 5500 Series required to be filed with any\ngovernmental agency for each Pension Plan or Welfare Plan which covers Employees\nor former employees of the Cable Companies (with respect to their relationship\nwith each such Company), (iv) all actuarial reports prepared for the last three\nyears for each Pension Plan which covers Employees or former employees of the\nCable Companies (with respect to their relationship with each such Company), and\n(v) a description setting forth the amount of any liability of the Cable\nCompanies as of the Closing Date for payments more than thirty calendar days\npast due with respect to any Welfare Plan.\n\n (f) No Pension Plan is subject to the minimum funding\nrequirements of Part 3 of Title I of ERISA, or the plan termination insurance\nprovisions of Title IV of ERISA. None of Harron or any ERISA Affiliate have\nincurred any liability (contingent or otherwise) to Pension Benefit Guaranty\nCorporation other than for the payment of annual premiums for plans heretofore\nterminated.\n\n (g) Each Pension Plan and each related trust agreement,\nannuity contract or other funding instrument which covers or has covered\nemployees or former employees of any of the Cable Companies or any ERISA\nAffiliate (with respect to their relationship with such entity) which has been\noperated as a qualified plan has received a favorable determination letter from\nthe Internal Revenue Service.\n\n (h) Except for amendments for which a remedial amendment\nperiod is available under Section 401(b) of the Code, each Pension Plan and each\n\n\n 21\n\n\nrelated trust agreement, annuity contract or other funding instrument which\ncovers Employees or former employees of any of the Cable Companies or any ERISA\nAffiliate (with respect to their relationship with such entity) currently\ncomplies in all material respects, both as to form and in operation, with the\nrequirements prescribed by any and all statutes, orders, rules and regulations\nwhich are applicable to such plans, including, without limitations, ERISA and\nthe Code.\n\n (i) Except as disclosed on Schedule 4.14, neither any of the\nCable Companies nor any ERISA Affiliate has any withdrawal liability (contingent\nor otherwise) with respect to a Multiemployer Plan.\n (j) Each Welfare Plan which covers or has covered employees or\nformer employees of any of the Cable Companies (with respect to their\nrelationship with each such entity) currently complies in all material respects,\nboth as to form and operation, with the requirements prescribed by any and all\nstatues, orders, rules and regulations which are applicable to such Welfare\nPlan, including, without limitation, ERISA and the Code.\n\n (k) Except as disclosed on Schedule 4.14, and except as\nrequired by Section 4980B of the Code or Part 6 of Title 1, Subtitle B of ERISA,\nno Welfare Plan provides for benefits for retirees or has any obligation to\nprovide such benefits in the future.\n\n (l) Each Welfare Plan which is a \"group health plan\", as\ndefined in Section 607(1) of ERISA, presently complies in all material respects\nwith and has been operated in compliance in all material respects with\nprovisions of Part 6 of Title I, Subtitle B of ERISA and Sections 162(k) and\n4980B of the Code at all times.\n\n (m) Each Benefit Arrangement presently complies and has been\nmaintained in compliance in all material respects with its terms and with the\nrequirements prescribed by any all statues, orders, rules and regulations which\nare applicable to such Benefit Arrangement, including, without limitation, the\nCode. Except as provided by law or in any employment agreement set forth on\nSchedule 4.14, the employment of all persons presently employed or retained by\nany of the Cable Companies is terminated at will.\n\n (n) No Employee Plan (or trust or other funding vehicle\n\n\n 22\n\n\npursuant thereto) has incurred any liability under Code Section 511. Neither any\nCable Company nor any ERISA Affiliate has any liability for unpaid contributions\nunder Section 515 of ERISA with respect to any Multiemployer Plan.\n\n (o) There is no contract, agreement, plan or arrangement\ncovering any employee or former employee of any of the Cable Companies (with\nrespect to such employee's relationship with each such entity) that individually\nor collectively requires the payment by any of the Cable Companies of any amount\n(i) that is not deductible under Section 162(a)(1) or 404 of the Code or (ii)\nthat is an \"excess parachute payment\" pursuant to Section 280G of the Code.\n\n (p) To the knowledge of the Shareholders, none of the Cable\nCompanies has engaged in, or has any liability in respect of, any transaction in\nviolation of Sections 406 of ERISA or any \"prohibited transaction,\" as defined\nin Section 4975(c)(1) of the Code, for which no exemption exists under Section\n408 of ERISA or Section 4975(c)(2) or (d) of the Code, or has otherwise violated\nthe provisions of Part 4 of Title I, Subtitle B or ERISA so as to create any\nmaterial liability of the Cable Companies.\n\n (q) There is no action, order, writ, injunction, judgment or\ndecree outstanding or claim (other than routine claims for benefits), suit,\nlitigation, proceeding, arbitration proceeding, governmental audit or\ninvestigation relating to or seeking benefits under any Employee Plan that is\npending or, to the knowledge of any of the Cable Companies, threatened against\nany of the Cable Companies, any ERISA Affiliate or any Employee Plan, other than\na Multiemployer Plan.\n\n (r) Except as evidenced in any collective bargaining agreement\nreferenced in Schedule 4.14 hereof, neither any of the Cable Companies nor any\nERISA Affiliates has announced to employees, former employees, consultants or\ndirectors an intention to create, or otherwise created, a legally binding\ncommitment to adopt any additional Employee Plan which is intended to cover\nemployees or former employees of any of the Cable Companies (with respect to\ntheir relationship with each such entity) or to amend or modify any existing\nEmployee Plan which covers or has covered employees or former employees of any\nof the Cable Companies (with respect to their relationship with each such\nentity).\n\n (s) No Pension Plan or Welfare Plan holds as an asset any\n\n\n 23\n\n\ninterest in any annuity contract, guaranteed investment contract or any other\ninvestment or insurance contract issued by an insurance company that is the\nsubject to bankruptcy, conservatorship or rehabilitation proceedings as of the\ndate hereof.\n\n (t) Except with respect to the Existing Employment Agreements,\nneither the execution and delivery of this Agreement or any related agreements\nby any of the Cable Companies nor the consummation of the transactions\ncontemplated hereby or the related transactions will result in the acceleration\nor creation of any rights of any person to benefits under any Employee Plan\n(including, without limitations, the acceleration of the vesting or\nexercisability of any stock options, the acceleration of the vesting of any\nrestricted stock, the acceleration of the accrual or vesting of any benefits\nunder any Pension Plan or the acceleration or creation of any rights under any\nseverance, parachute or change in control agreement).\n\n (u) No event has occurred in connection with which any of the\nCable Companies, or any Employee Plan (other than a Multiemployer Plan),\ndirectly or indirectly, could be subject to any material liability (A) under any\nstatute, regulation or governmental order relating thereto or (B) pursuant to\nany obligation of any of the Cable Companies to indemnify any person against\nliability incurred under any such statute, regulation or order as they relate\nthereto.\n\n 4.15 Payment of Taxes. The Harron Companies have paid and discharged\nall Taxes for which they or any of them are obligated. True, correct and\ncomplete copies of the federal and state Tax Returns of the Harron Companies for\nall income and gross receipts Taxes for the Harron Companies' for 1996 and 1997\nhave been delivered to Buyer. Except as set forth in Schedule 4.15, there are no\nunassessed Tax deficiencies, proposed or threatened, against any of the Harron\nCompanies, nor are there any agreements, waivers or other arrangements providing\nfor extension of time with respect to the assessment or collection of any Tax\nagainst any of the Harron Companies, or any actions, suits, proceedings,\ninvestigations or claims now pending against any of the Harron Companies with\nrespect to any Tax, or any matter under discussion with any federal, state,\nlocal or foreign authority relating to Taxes. Except as disclosed on Schedule\n4.15, none of the Harron Companies is a party to or bound by any Tax sharing or\nsimilar agreements. Harron properly elected to be treated as a Subchapter S\nCorporation for federal and certain state tax purposes as of January 1, 1998.\n\n\n 24\n\n\nThe Cable Companies have filed qualified Subchapter S subsidiary elections for\nfederal tax purposes.\n\n 4.16 Technical and other Information. Schedule 4.16 sets forth true and\ncomplete technical and business information relating to the operation of the\nCATV System as of the date indicated thereon with respect to: (a) rates for\nbasic services by category, and stations or signals carried on the CATV System;\n(b) miles of plant, as reflected on the Cable Companies' books and records; (c)\nFAA tower clearances and approvals; (d) a description of the CATV System's\nchannel and megahertz capacity by headend, and (e) the number of subscribers\n(including the approximate number of subscribers served in each franchise area\nand served by each headend).\n\n 4.17 Compliance with Laws, Regulations and Reporting. Each of the Cable\nCompanies is in compliance in all material respects with all applicable laws,\nrules, regulations, ordinances, requirements, standards and guidelines of all\nfederal, state and local authorities or agencies having jurisdiction over the\nCATV System's franchises, licenses, property, Business or affairs, and with the\nterms and provisions of any mortgage, lease, license, indenture, or agreement\nrelating to the Business. None of the Cable Companies is in default or in\nviolation with respect to any judgment, order, injunction or decree of any\ncourt, administrative agency or other governmental authority. This Section 4.17\nshall not apply to the compliance by the Cable Companies with laws, rules,\nregulations, requirements, standards and guidelines of all federal, state and\nlocal authorities with respect to any subject matter specifically governed by\nany other section of this Article IV.\n\n 4.18 Environmental Matters. To the knowledge of Shareholders, except as\nset forth on Schedule 4.18, none of the Harron Companies own Real Property upon\nwhich there is located any underground fuel storage tanks, and they are in\nmaterial compliance with all Environmental Laws. In addition, no written notice,\nnotification, demand, request for information, citation, summons or order has\nbeen issued to the Harron Companies, no written complaint has been filed against\nthe Harron Companies, no penalty has been assessed and no investigation or\nreview is pending or, to the knowledge of Shareholders, threatened by any\ngovernmental authority or other entity, with respect to any alleged failure by\nthe Harron Companies to have any environmental, health or safety permit, license\nor other authorization required under any applicable Environmental Laws. Except\nas set forth on Schedule 4.18, no Hazardous Substances have been generated or\n\n\n 25\n\n\nproduced at, or disposed of or in connection with, any of the Real Property\nowned by the Harron Companies, during the period of the Harron Companies'\nownership thereof. No Hazardous Substances have been generated or produced at,\nor disposed on or in connection with, any of the Real Property leased by the\nHarron Companies or, to the Shareholders' knowledge, any other person, during\nthe period of the Harron Companies' use thereof.\n\n 4.19 Claims and Litigation. Except as set forth on Schedule 4.19, there\nis no material action, suit, investigation, claim, arbitration, administrative\nor other proceeding pending or, to the knowledge of Shareholders, threatened\nagainst or involving any of the Shareholders, the Cable Companies, the Business,\nor the Business Assets, at law or in equity, which would prevent or adversely\naffect in any material respect the ownership, use or operation of any of the\nsame by Buyer.\n\n5. Buyer's Representations. Buyer hereby represents, warrants and covenants to\nShareholders that:\n\n 5.1 Organization and Standing of Buyer. Buyer is a corporation duly\norganized and validly existing and in good standing under the laws of the State\nof Delaware, is duly qualified to transact business in the State of Delaware,\nand has all requisite corporate power and authority to execute, deliver, and\nperform this Agreement.\n\n 5.2 Authority to Execute and Consummate Agreement. The execution,\ndelivery and performance of this Agreement have been duly authorized by all\nnecessary corporate action on the part of Buyer. This Agreement has been duly\nexecuted and delivered by Buyer and constitutes, and each contract or written\nundertaking delivered by Buyer to Shareholders pursuant hereto will constitute,\nthe legal, valid, and binding obligation of Buyer enforceable in accordance with\nits terms, except to the extent such enforcement may be limited by bankruptcy,\ninsolvency, reorganization, moratorium or similar laws or equitable principles\nof general application relating to or limiting creditor's rights. The execution,\ndelivery and performance of this Agreement by Buyer does not and, as of the\nClosing, will not, result in a breach or violation of, or constitute a default\n(or an event which, with or without the passage of time or the giving of notice,\nor both, will constitute a breach or default) under, any agreement, instrument,\ncharter or by-law provision, statute, ordinance, rule, regulation or order to\nwhich Buyer is a party or by which Buyer is bound.\n\n 5.3 Approvals and Consents. Except for filings with the FTC and the\n\n\n 26\n\n\nU.S. Department of Justice pursuant to the HSR Act, and the expiration of the\napplicable waiting period thereunder, the only persons whose approval of or\nconsent to the execution, delivery or performance of this Agreement by Buyer is\nlegally or contractually required are specified on Schedule 5.3.\n\n 5.4 Buyer's Ability to Consummate. Buyer has the financial ability to\nconsummate the transactions contemplated herein, and the Buyer has available to\nit sufficient funds to pay the Purchase Price at Closing. Buyer has no knowledge\nof any fact or condition that will impede Buyer's ability to consummate the\ntransactions contemplated by this Agreement at the times and in the manner\ncontemplated by this Agreement.\n\n 5.5 FCC Cross Ownership. Buyer does not now, nor will it on the Closing\nDate, own any assets, or own any interest, equitable or otherwise, or otherwise\nhave an affiliation with any person such that FCC restrictions on\n\"cross-ownership\" of media and related business will be violated upon\nconsummation of the transactions provided for herein.\n\n 5.6 Investment. Buyer is a sophisticated person with extensive\nknowledge and experience in the CATV business. Buyer is financially able to take\nthe risk of purchasing the Stock, has been given adequate opportunity to\ninvestigate the Business and to discuss all aspects of the Business with\nHarron's management. Buyer is acquiring the Stock for its own account and not\nwith an intent to sell the Stock, understands that the Stock has not been\nregistered under any securities laws, and that the transactions contemplated\nherein involve a substantial degree of risk.\n\n 5.7 Existing Contracts\/Employee Terminations. Buyer will, in connection\nwith any liquidation, merger or other alteration to the corporate status of the\nCable Companies, honor its obligations under the Listed Contracts in connection\ntherewith. In addition, Buyer has no intention of terminating such number of\nemployees as would subject Harron to WARN, 29 U.S.C. SS2101, et seq.\n\n6. Additional Covenants.\n\n 6.1 Negative Covenants of Shareholders. From the date of this Agreement\nuntil the Closing, Shareholders will cause each of the Cable Companies to not,\nwithout the prior written consent of Buyer (which consent will not be\n\n\n 27\n\n\nunreasonably withheld, delayed or otherwise conditioned), do or agree to do any\nof the following:\n\n (a) Sell, assign, lease, swap or otherwise transfer or dispose\nof any of the Business Assets, other than the consumption or disposition of\nBusiness Assets in the ordinary course of business, or merge or consolidate with\nor into any other entity or enter into any agreements relating thereto;\n\n (b) Other than with respect to converting customers to new\nchannel line-ups introduced in systems currently being rebuilt, consistent with\nhistorical practice, voluntarily change the channel line-up of the CATV System,\nor delete, substitute or add any additional channels or programming service on\nthe CATV System, enter into any contract, agreement, commitment, license or\nunderstanding therefor;\n\n (c) Outside the ordinary course of Business, and except as\ncontemplated herein: enter into any material contracts, leases, commitments,\nunderstandings, licenses, or other agreements that are not terminable on 30 days\nor less prior notice, or that involve post-Closing obligations in excess of\n$25,000.00 in any one case, or in excess of $50,000.00 in the aggregate, or\nincur any other obligation or liability (contingent or absolute) relating to the\nBusiness; or, amend, alter or modify to the detriment of the Business any\nmaterial provision of any of the Authorizations (other than renewal and\nextensions thereof on existing terms) or the Listed Contracts;\n\n (d) Incur any additional indebtedness for borrowed money\nexcept to the extent consented to by Buyer, or indebtedness which will be repaid\non or before the Closing date, or advances under the Bank Debt which will be\nincluded in the adjustments to the Purchase Price under Section 2.3(c);\n\n (e) Create, assume or permit to exist any Encumbrances upon\nthe Business Assets except for the Permitted Encumbrances;\n\n (f) With respect to the employees of the Business, other than\nagreements providing for incentive or severance arrangements in connection with\nthe transactions contemplated hereby (\"Severance Arrangements\"), enter into or\nbecome subject to any employment, labor or union contract, any professional\n\n\n 28\n\n\nservice contract not terminable at will, or any bonus, pension, insurance,\nprofit sharing, deferred compensation, retirement, hospitalization, employee\nbenefit, or other similar plan;\n\n (g) Take any action or fail to take any action which would\ncause any of the representations and warranties contained herein to be untrue or\nincorrect on the Closing Date;\n\n (h) Enter into any commitments affecting the Business which,\nwhen judged in relationship to past business operations of the Business, are\nunusual or extraordinary or outside the scope of the normal course of routine\noperations; or\n\n (i) Fail to use commercially reasonable efforts to renew on\nsubstantially the same or on other commercially reasonable terms consented to by\nBuyer (which consent will not be unreasonably withheld, delayed or otherwise\nconditioned) any Authorization from the FCC and any Authority which granted a\nfranchise that will expire after the date hereof and prior to the Closing Date.\n\nNotwithstanding the foregoing, and without limitation, Harron shall be free to:\n\n (i) reduce the amount outstanding under the Bank Debt from\ntime to time, including by using funds distributed to it from the Harron\nCompanies;\n\n (ii) cause the lenders of the Bank Debt to release the Harron\nCompanies (other than Harron) from guaranties thereof;\n\n (iii) with the other Harron Companies, contribute cash to the\ncapital of, or receive distributions or loans from, the other Harron Companies\nso as to satisfy and discharge any \"inter-company\" indebtedness and receivables;\nand\n\n (iv) make distributions or loans to the Shareholders.\n\n 6.2 Affirmative Pre-Closing Covenants of Shareholders. Pending\nand prior to the Closing Date, Shareholders will cause the Cable Companies to:\n\n (a) Preserve their corporate existence and business\norganizations intact and use their reasonable best efforts to preserve\nrelationships with suppliers, customers, employees and others having business\nrelationships with them;\n\n (b) Operate the Business in the normal and usual manner;\n\n\n 29\n\n\nprovided, however: (i) the non-Cable Companies may merge or otherwise transfer\ntheir assets and liabilities with or to other Harron Companies, convert\nnon-Cable companies into limited liability companies by merger or otherwise, or\ncontribute Excluded Assets to one or more non-Cable Companies (provided,\nnotwithstanding the foregoing, no non-Cable Company will be merged with a Cable\nCompany, or transfer liabilities to a Cable Company, unless the liabilities of\nsuch non-Cable Company are paid and discharged in full on or prior to the\nClosing Date); (ii) the Cable Companies shall distribute, sell or otherwise\ntransfer to the Shareholders (or their beneficiaries or assignors), directly or\nindirectly (such as by contribution to new entities and distribution of the new\nentities) all of the assets listed on Schedule 6.2 hereto (the \"Excluded\nAssets\"), subject to the liabilities listed on Schedule 6.2 (the \"Excluded\nLiabilities\"); and (iii) the Cable Companies shall discuss with Buyer a proper\nstrategy, pending Closing, for the Cable Companies to develop internet and\ndigital capabilities;\n\n (c) Use commercially reasonable efforts to maintain the\nvalidity of the Authorizations, renew Authorizations on a timely basis, and\ncomply with all material requirements of the Authorizations;\n\n (d) Maintain in full force and effect all of their existing\ncasualty, liability, and other insurance in amounts not less than those in\neffect on the date hereof;\n\n (e) Take all necessary action to comply with all applicable\nlaws, rules and regulations of the FCC, the United States Copyright Office and\nany other Authority (including any necessary filings, reports, statements,\napplications of), in connection with the Business, the Business Assets and\noperations thereof, and the transactions contemplated by this Agreement and the\nagreements and instruments called for hereunder.\n\n (f) Provide Buyer with reasonable access during normal\nbusiness hours to the Business Assets and the Cable Companies' books and\nrecords;\n\n (g) Increase subscriber rates in the ordinary course of\nbusiness, consistent with past practices;\n\n (h) Promptly furnish Buyer with copies of such documents and\nwith such information with respect to the Business and their operations as Buyer\n\n\n 30\n\n\nmay, from time to time, reasonably request;\n\n (i) Use its commercially reasonable efforts to obtain all\nauthorizations, consents, orders and approvals of all federal, state and local\nregulatory bodies and officials and other third parties that may be or become\nnecessary for the performance of this Agreement; and\n\n (j) Use commercially reasonable efforts to acquire at \nleast 2,200 additional subscribers in the State of New York.\n\n (k) Cause the Harron Companies to contribute cash to the\ncapital of, or receive dividends or loans from, the other Harron Companies so as\nto satisfy or discharge any \"inter-company\" indebtedness or receivables.\n\n 6.3 Affirmative Post-Closing Covenants of Shareholders.\n\n (a) On and subsequent to the Closing Date, Shareholders\ncovenant to discharge and satisfy or cause other persons to discharge and\nsatisfy all of the Excluded Liabilities without cost to Buyer or the Cable\nCompanies.\n\n (b) On the Closing Date, the Shareholders shall cause all\nobligors under the Family Loans to satisfy all such loans in full and to execute\nand deliver to Buyer the Release described in Section 9.2.\n\n 6.4 Affirmative Covenants of Buyer. Buyer covenants that:\n\n (a) Pending and prior to the Closing Date, Buyer will exercise\nreasonable efforts and due diligence in vigorously assisting and cooperating\nwith Shareholders in their efforts to obtain all authorizations, consents,\norders and approvals of all federal, state and local regulatory bodies and\nofficials and other third parties that may be or become necessary for the\nperformance of this Agreement. Buyer acknowledges that time is of the essence in\nconnection with its obligations under this Section 6.4.\n\n (b) Buyer will preserve and make available (including the\nright to inspect and copy) to Shareholders, their attorneys and accountants, for\na seven year period from and after the Closing Date and during normal business\nhours after reasonable notice, such of the books, records, files,\ncorrespondence, memoranda and other documents of the Cable Companies as\n\n\n 31\n\n\nShareholders may reasonably require in connection with any legitimate purpose,\nincluding, but not limited to, the preparation of Tax reports and Tax Returns,\nthe preparation of financial statements, and the completion of the calculation\nof adjustments to the Purchase Price.\n\n (c) On the Closing Date, and immediately following \nClosing, Buyer shall cause Harron to pay in full the Bank Debt.\n\n (d) Buyer agrees that Shareholders shall be entitled to\nreceive, and Buyer shall pay to Shareholders, all sums received in connection\nwith any audit or other reconciliation of the Harron Companies' insurance\nprograms attributable to the period ending on the Closing Date, and that Buyer\nwill allow Shareholders to control such audit or reconciliation.\n\n 6.5 Notification. Each party will promptly notify the other in writing\nupon becoming aware of any order or decree or any complaint praying for an order\nor decree restraining or enjoining the consummation of this Agreement or the\ntransactions contemplated hereby, or upon receiving any notice from any\ngovernmental department, court, agency or commission of its intention to\ninstitute an investigation into, or institute a suit or proceeding to restrain\nor enjoin the consummation of this Agreement or such transactions, or to nullify\nor render ineffective this Agreement or such transactions if consummated, or\nupon the occurrence of, or upon becoming aware of the impending or threatened\noccurrence of, any event which would cause or constitute a breach or would have\ncaused a breach had such event occurred or been known to such party prior to the\ndate hereof, of any of the respective representations and warranties contained\nin or referred to in this Agreement or in any schedule hereto.\n\n 6.6 Closing Conditions. Shareholders and Buyer will diligently exert\ntheir commercially reasonable efforts, in good faith, to cause the Closing\nconditions set forth in Sections 7 and 8 to be met on or before the Closing\nDate.\n\n 6.7 No Sale. While this Agreement remains in force, neither the\nShareholders nor any other officer, director or shareholder of Harron or the\nOperating Subsidiaries will contract or negotiate with any potential buyers for\nthe sale of the Business, the Business Assets or the Stock, in whole or in part,\nwhether by stock sale, asset sale, merger or otherwise.\n\n 6.8 HSR Notification. As soon as practicable after the execution of\nthis Agreement, and in no event more than 30 days after the date hereof,\nShareholders and Buyer will each complete and file, or cause to be completed and\n\n\n 32\n\n\nfiled, any notification and report required to be filed under the HSR Act. Each\nof the parties will take additional action that may be necessary, proper or\nadvisable, will cooperate to prevent inconsistencies between their respective\nfilings, and will furnish to each other such necessary information and\nreasonable assistance as the other may reasonably request in connection with its\npreparation of necessary filings or submissions under the HSR Act. Buyer and\nShareholders shall use commercially reasonable efforts (including the filing of\na request for early termination) to obtain the early termination of the waiting\nperiod under the HSR Act. Buyer will be responsible for one-half of the filing\nfees required under the HSR Act and the Shareholders will require Harron to be\nresponsible for the other one-half of the filing fees.\n\n 6.9 Publicity. Prior and subsequent to Closing, all press releases or\npublic announcements concerning this Agreement or the transactions contemplated\nherein shall be made by a party hereto only following the obtaining of the\nconsent of the other parties hereto, except to the extent required by applicable\nlaw (including any legal obligation imposed upon Buyer in connection with its\nstatus as a public company), after reasonable notice to the other parties\nhereto. For purpose hereof, the consent of Shareholders shall be deemed given\nupon the receipt of consent from one individual designated by the Shareholders\nin writing.\n\n 6.10 Transition. In connection with the transactions contemplated\nherein, and notwithstanding anything herein to the contrary, it is agreed that:\n\n (a) Except as otherwise provided in this Section 6.10, subject\nto the obligations of the Harron Companies under the Listed Contracts, nothing\nherein shall require Buyer to continue the employment of any employee of the\nCable Companies for any period of time following the Closing. Not less than\nforty-five days before Closing, Buyer shall provide to Shareholders written\nnotice of which of the employees of the Cable Companies Buyer intends to retain\nfollowing the Closing, which list shall contain not less than 65% of the\nnon-\"corporate\" employees (the \"Assumed Employees\"). Shareholders shall cause\nthe Cable Companies to terminate the employment of all employees that are not\nAssumed Employees prior to or as of the Closing. Buyer shall assume all of\nShareholders' liability in connection with providing any notice under the WARN\nAct. Buyer shall be solely responsible for and shall indemnify and hold\nShareholders harmless from any liability arising under the WARN Act arising out\n\n\n 33\n\n\nof the failure to provide adequate advanced notice. Buyer shall continue to\nemploy the Assumed Employees for a period of at least one year following the\nClosing, or provide to such employees severance of nine months' base pay (which\nbase pay will be at least equal the base pay in place on the Closing Date),\nexcept for such employees who voluntarily terminate employment, retire or are\ndischarged for cause. Subject to the obligations of the Cable Companies under\nthe Listed Contracts, Buyer shall have no obligation to provide any severance\nbenefits to any employee discharged for cause. Buyer shall have no obligation to\nprovide severance to any employee whose employment is terminated before Closing\nexcept for liabilities and obligations accrued by the Harron Companies before\nthe Closing Date and included in the Purchase Price adjustments set forth in\nSection 2.3. As of and immediately after the Closing, each Assumed Employee\nshall be employed in a position which is commensurate with their experience in\nthe CATV System with respect to which such employee is presently employed, and\non the same terms and conditions as are afforded comparably situated employees\nof Buyer, and each Assumed Employee who continues his employment after the\nClosing shall receive credit for past service with any of the Cable Companies\nand their predecessors for all purposes of eligibility and vesting under Buyer's\nEmployee Plans, and for all other purposes under Buyer's vacation, sick leave or\nother benefit programs or arrangements. Subject to the obligations of the Cable\nCompanies under the Listed Contracts, Buyer shall not otherwise be required by\nShareholders, to maintain any particular level of benefits for any of the\nAssumed Employees. Upon Buyer's request, the Shareholders will coordinate with\nBuyer to permit Buyer to meet with any of the \"corporate\" level employees to\ndiscuss employment opportunities following the Closing, including position,\nsalary and other employment benefits (and the requirement that such employees\nmust continue employment in the same position and on the same terms and\nconditions shall not apply to any \"corporate\" level Assumed Employees). Buyer\nshall assume full responsibility and liability for offering and providing\n\"continuation coverage\" to any \"qualified beneficiary\" who is covered by a\n\"group health plan\" sponsored or contributed to by any Cable Company or any of\ntheir ERISA Affiliates and who has experienced a \"qualifying event\" or is\nreceiving \"continuation coverage\" on or prior to the Closing. \"Continuation\ncoverage,\" \"qualified beneficiary\", \"qualifying event\" and \"group health plan\"\nall shall have the meanings given such terms under Section 4980B of the Code and\nSection 601 et seq. of ERISA. Buyer shall hold the Cable Companies and any\n\n\n 34\n\n\nentity required to be combined with the Cable Companies (within the meaning of\nSections 414(b), (c), (m),or (o) of the Code) harmless from and fully indemnify\nthem against any costs, expenses, losses, damages and liabilities incurred or\nsuffered by them directly or indirectly, including, but not limited to,\nreasonable attorneys' fees and expenses, which relate to continuation coverage\nand arise as a result of any action or omission by any Cable Company or any of\ntheir ERISA Affiliates, or because Buyer is deemed to be a successor employer to\nany Cable Company or any of their ERISA Affiliates.\n\n (b) The Harron Companies shall be free, until the Closing\nDate, to not accrue certain corporate expenses which will not be paid prior to\nthe Closing Date, such as employee bonuses, legal expenses, accounting and audit\nfees, and other similar items which will not be paid.\n\n (c) On or before the first anniversary of the Closing Date,\nBuyer shall cease using the name \"Harron\" for any purpose, and shall cause the\nCable Companies to cease using such name, including by changing the names of all\nsuch companies to eliminate the name \"Harron\".\n\n 6.11 Tax Matters. Each of the Harron Companies will timely and properly\nfile or cause to be filed all Tax Returns which it is or will be required to\nfile on or before the Closing Date, all such Tax Returns to be true, correct and\ncomplete in all respects to the knowledge of the Shareholders, and will pay or\ncause to be paid in full when due all Taxes, if any, which become due and\npayable pursuant to such Tax Returns or assessments received by it on or before\nthe Closing Date, subject to the right of the taxpayer to, in good faith,\ncontest such assessments. The Shareholders and the Buyer acknowledge and agree\nthat Harron is a corporation subject to the provisions of Subchapter S of the\nCode and, as such, the day immediately prior to the Closing Date will be the\nlast day of Harron's S tax year. Buyer agrees that the Shareholders shall\nprepare, for Buyer's review and reasonable approval, the Tax Returns for such\nperiod and for all periods ending on or before the Closing Date. All federal and\nstate Taxes due in connection with such period, including with respect to the\ntransfer of the Excluded Assets to the Shareholders (or their assignees), shall\nconstitute a liability taken into account under Section 2.3(c) hereof. All\nfederal and state tax refunds with respect to any tax period ending prior to the\nClosing Date shall, if received after the Closing Date, be paid by Harron to the\nShareholders. Buyer agrees that the Tax Returns of the Harron Companies filed\nwith respect to the period ending prior to the Closing Date, and all prior Tax\n\n\n 35\n\n\nReturns, shall not be amended without the consent of Shareholders. On or before\nthe Closing Date the Harron Companies will execute a termination and release\nagreement terminating the existing Tax Sharing Agreement and certifying that\nthere is and will be no liability or obligation by any of the Harron Companies\nto any other person or to each other thereunder. Buyer acknowledges that\nShareholders will not join in a Code Section 338(h)(10) election.\n\n 6.12 Capitalization of the Shareholders. The Shareholders agree that\nthey will not, through distributions, liquidations or otherwise, within the\nperiod ending three years after the Closing Date, allow the balance of cash and\nmarketable securities held by them to equal, in the aggregate as to all\nShareholders, not less than the sum of $75,000,000.00.\n\n7. Conditions of Buyer's Obligations. The obligations of Buyer to purchase the\nBusiness Assets and to proceed with the Closing are subject to the satisfaction\nat or prior to the Closing of each of the following conditions, any one or more\nof which may be waived in whole or in part by Buyer by giving written notice to\nShareholders to that effect:\n\n 7.1 Consents.\n\n (a) Shareholders shall, with the reasonable cooperation of\nBuyer, have obtained all consents required under the Authorizations set forth in\nSection 7.1 in connection with the transactions contemplated hereby in the form\nattached hereto as Exhibit C. Shareholders shall use their reasonable efforts to\ncause all consents to include a provision permitting Buyer to transfer the Stock\nto a direct or indirect subsidiary of Buyer; provided, however, that (i) such\nperson agrees in writing to be bound by any obligations of Buyer in connection\ntherewith; and (ii) the inclusion of such a provision regarding transfer does\nnot otherwise cause such consent to be withheld, delayed or otherwise\nconditioned. In the event that Shareholders are unable to obtain all consents\nrequired under the Authorizations necessary pursuant to this Section 7.1(a)\n(such Authorizations for which consent is not obtained being referred to as\n\"Non-Consenting Authorizations\") by the Closing Date, but Shareholders have\nobtained consents with respect to Authorizations which authorize service to that\nnumber of subscribers which, when added to the number of subscribers serviced\nunder Authorizations for which no consent is necessary for the transactions\ncontemplated herein, represent at least 95% of the total number of subscribers\n\n\n 36\n\n\nfor the CATV System set forth in Schedule 4.16, then Shareholders shall have the\noption of requiring Buyer to proceed with Closing with no Purchase Price\nadjustment required to be made at Closing; provided, however, on the Closing\nDate, Shareholders shall deposit into escrow, under and subject to an Escrow\nAgreement in substantially the form of Exhibit A, subject to the terms of this\nSection 7.1, and provided the funds deposited therein shall be used solely in\naccordance with this Section 7.1, an amount equal to the product of (i) the\nnumber of subscribers as of the Closing Date, less the number of subscribers set\nforth on Schedule 4.16, times (ii) $4,000.00 (together with all earnings\nthereof, the \"Additional Escrow Fund\"). During the 365 days following the\nClosing Date, Buyer shall use best efforts to assist Shareholders in obtaining\nconsents for the Non-Consenting Authorizations, and the Additional Escrow Fund\nshall be released to Shareholders at the rate of $4,000.00 for each subscriber\nserviced on the Closing Date under Non-Consenting Authorizations for which a\nconsent is obtained subsequent to the Closing Date, up to the Additional Escrow\nFund. On the 366th day following the Closing Date, the sum of the Additional\nEscrow Fund, less the amount so released, shall be paid to Buyer as an\nadjustment to the Purchase Price. Except as provided in this Section 7.1,\nfollowing Closing, Shareholders shall have no liability in connection with the\nfailure to obtain consents for the transactions contemplated herein in\nconnection with the Non-Consenting Authorizations.\n\n (b) Shareholders shall have obtained the consents, approvals\nand waivers of rights of first refusal of such persons or parties as may be\nrequired for the assignment to Buyer of the contracts listed on Schedule 7.1, if\nany.\n\n 7.2 No Material Adverse Changes. Between the date of this Agreement and\nthe Closing Date, there shall have been no change to the Business or to the\nBusiness Assets which would have a Material Adverse Effect, and the Business\nAssets shall not have suffered any damage (not covered by insurance) by fire or\nother casualty which has not been substantially repaired or replaced, or\nprovision for repair or replacement made, as provided in Section 12, the\nconsequences of which would have a Material Adverse Effect.\n\n 7.3 Representations Warranties and Covenants. The representations,\nwarranties and covenants of Shareholders set forth in this Agreement, or in any\nagreement, instrument, schedule, exhibit or other documents to be delivered by\nShareholders pursuant hereto, shall be true and correct in all material\n\n\n 37\n\n\nrespects, and Shareholders shall have performed and complied in all material\nrespects with all covenants and agreements required by this Agreement to be\nperformed or complied with on or before the Closing Date.\n\n 7.4 Legal Proceedings. No action, suit or proceeding shall have been\ninstituted against any of the parties to this Agreement before any court or\ngovernmental department, agency or commission which might restrain, prohibit or\notherwise invalidate this Agreement or the consummation of the transactions\ncontemplated hereby (other than an action or proceeding instituted or threatened\nby Buyer or Shareholders).\n\n 7.5 HSR Act. All filings required under the HSR Act shall have been\nmade and the applicable waiting period shall have expired or been earlier\nterminated without the commencement of any litigation by a governmental\nauthority of competent jurisdiction to restrain the consummation of the\ntransactions contemplated by this Agreement.\n\n 7.6 Deliveries at Closing. Shareholders shall have delivered to Buyer\non or before the Closing, all agreements, instruments and documents required to\nbe delivered pursuant to Section 9 below.\n\n8. Conditions of Shareholders' Obligations. The obligations of Shareholders to\nbe performed under this Agreement on the Closing Date are subject to the\nconditions hereinafter set forth, any one or more of which may be waived in\nwhole or in part by Shareholders by giving written notice to Buyer to that\neffect:\n\n 8.1 Representations Warranties and Covenants. The representations,\nwarranties and covenants of Buyer set forth in this Agreement or in any\nagreement, instrument, schedule, exhibit or other document to be delivered by\nBuyer pursuant hereto shall be true and correct in all material respects, and\nBuyer shall have performed and complied with all material covenants and\nagreements required by this Agreement to be performed or complied with on or\nbefore the Closing Date.\n\n 8.2 Deliveries at Closing. Buyer shall have delivered to Shareholders\non or before the Closing, all agreements, instruments and documents required to\nbe delivered pursuant to Section 10 below.\n\n 38\n\n\n 8.3 HSR Act. All filings required under the HSR Act shall have been\nmade and the applicable waiting period shall have expired or been earlier\nterminated without the commencement of any litigation by a governmental\nauthority of competent jurisdiction to restrain the consummation of the\ntransactions contemplated by this Agreement.\n\n9. Shareholders' Deliveries at Closing. On or prior to the Closing, Shareholders\nshall deliver to Buyer:\n\n 9.1 Stock Certificates. Stock Certificates representing all of the\nStock duly endorsed for transfer or accompanied by stock powers duly executed in\nblank.\n\n 9.2 Release. A Confirmation and Release in the form of Exhibit D\nwhereby each Shareholder confirms that such Shareholder is the owner of the\nnumber of shares of Stock shown on Schedule 4.4, and each Shareholder, officer,\ndirector and obligor under the Family Loans releases any and all claims against\nthe Harron Companies.\n\n 9.3 Opinion - General. An Opinion of Counsel for Shareholders and the\nCable Companies dated as of the Closing Date, substantially in the form of\nExhibit E.\n\n 9.4 Opinion - FCC. An Opinion of FCC Counsel for the Cable Companies,\ndated as of the Closing Date, substantially in the form of Exhibit F.\n\n 9.5 Delivery of Documents. To the extent in the Cable Companies\npossession and not otherwise held at offices located at the Real Property, all\nexisting blueprints, schematics, working drawings, plans, specifications,\nprojections, statistics, engineering records, CATV System maps, copies of all\nexecuted assignments of Authorizations and Listed Contracts not previously\ndelivered, customer lists, files and records used by the Cable Companies in\nconnection with the operation of the Business, and any other lists reasonably\nnecessary to continue the operation of the Business as a going enterprise.\n\n 9.6 Subscriber\/Accounts Receivable Certificate. A certificate of\nShareholders estimating, in good faith, the Accounts Receivable, and a statement\nas to the number of subscribers accompanied by materials sufficient to show how\nsuch numbers were determined, each certified as being true and correct and\nprepared in accordance with the terms of this Agreement.\n\n 39\n\n\n 9.7 Certificate. A Certificate of Shareholders in the form of Exhibit G\ncertifying that all the conditions set forth in Section 7 have been satisfied.\n\n 9.8 Resignations. Resignations of all officers and directors of \nthe Cable Companies in a form reasonably acceptable to Buyer.\n\n 9.9 Non-competition Agreement. A Non-competition Agreement duly \nexecuted by Paul F. Harron, Jr. and dated as at the Closing Date, substantially\nin the form of Exhibit H.\n\n 9.10 Officer Agreements. An Agreement duly executed by each of John F.\nQuigley, III and Gregory Raymond, dated as at the Closing Date, substantially in\nthe form of Exhibit I.\n\n 9.11 Stock Books. The corporate stock and minute books of the \nCable Companies.\n\n 9.12 Good Standing Certificates. Good standing certificates for the\nCable Companies from their jurisdiction of incorporation and from the\njurisdictions in which they do business.\n\n10. Buyer's Performance at Closing. At the Closing, Buyer shall deliver to\nShareholders:\n\n 10.1 Certificate of Officer. A Certificate of Buyer signed by its Chief\nFinancial Officer that the conditions set forth in Section 8 have been satisfied\nsubstantially in the form attached hereto as Exhibit J.\n\n 10.2 Opinion of Counsel. An Opinion of Buyer's counsel dated as of\nthe Closing Date substantially in the form of Exhibit K.\n\n 10.3 Payment. Payment of the Purchase Price as set forth in \nSection 2.3.\n\n11. Brokerage Fees. Except for the services of Communications Equity Associates,\nwhich shall be paid for by one of the Harron Companies immediately before the\nClosing, each party represents and warrants to the other that it has not entered\ninto any agreement with any person, firm or corporation, or become indirectly a\nparty to any such agreement, nor has it taken any action nor is it aware of any\nfacts which would result in the assertion of any liability or claim for the\npayment of any commission, brokerage or finder's fee in connection with the\nexecution of this Agreement or the consummation of the transactions contemplated\nherein.\n\n12. Risk of Loss and Casualty Damage. The risk of loss or damage by fire or\nother casualty to the Business Assets shall be upon Shareholders until Closing.\n\n\n 40\n\n\nIn the event of any substantial casualty damage prior to Closing, Shareholders\nshall promptly notify Buyer of such damage by delivery of written notice (a\n\"Damage Notice\"). In such event, Buyer shall have the right to require\nShareholders to cause the Cable Companies to either: (i) diligently repair,\nreplace and restore (collectively \"repair\") the damaged property to its former\ncondition, in which case the Closing Date shall be delayed to allow for such\nrepair; or (ii) make such repairs as Buyer directs with all applicable excess\ninsurance proceeds being assigned to Buyer.\n\n13. Indemnification by Shareholders and Buyer.\n\n 13.1 Shareholders' Indemnification Liability. Notwithstanding the\nClosing, and regardless of any investigation made at any time by or on behalf of\nBuyer, or any information Buyer may have, Shareholders jointly and severally\nagree to indemnify, defend and hold Buyer and the Cable Companies harmless from\nand against and in respect of any and all claims, losses, actions, suits,\nproceedings, assessments, demands, judgments, damages, liabilities, costs and\nexpenses (including, without limitation, reasonable attorney's fees and costs of\nsuit) resulting from or associated with:\n\n (a) any misrepresentation, breach of warranty, or\nnon-fulfillment of any agreement or covenant on the part of Shareholders under\nthis Agreement (whether to be performed prior or subsequent to the Closing\nDate);\n\n (b) any Tax cost associated with the distribution of the\nExcluded Assets and the Excluded Liabilities;\n\n (c) any or all of the Excluded Liabilities or the \nExcluded Assets;\n\n (d) any and all liability in connection with the \nlitigation referenced on Schedule 4.19 as Cheryl Holl vs. Harron Communications \nCorp. and Sharon Fialla vs. Harron Communications Corp.; and\n\n (e) any liability for subscriber fee refunds due in connection\nwith the Massachusetts Refund Order referenced on Schedule 4.19, for the period\nthrough the Closing Date (which shall be the Shareholders' sole liability in\nconnection therewith).\n\n 13.2 Limitations on Shareholders' Indemnification Liability.\nNotwithstanding Section 13.1, Buyer's claims and Shareholders' liability shall\n\n\n 41\n\n\nbe subject to the following:\n\n (a) All representations and warranties made by Shareholders in\nthis Agreement, or pursuant hereto, and any covenants required to be performed\nat or prior to Closing, shall survive the Closing Date for a period of one year;\nprovided that:\n\n (i) the representations and warranties made by Shareholders in Sections\n 4.19 and Sections 4.14 (a), (b) and (c) of this Agreement shall survive\n the Closing Date for a period of two years; and\n\n (ii) the representations and warranties made by Shareholders in\n Sections 4.1, 4.4, 4.5(a), 4.14 (f), (i), (l) and (m), 4.15 (with\n respect to federal and state income taxes) and 4.18 of this Agreement\n shall survive the Closing Date for the applicable statute of\n limitations.\n\nNo claims for indemnification for a breach of a representation or warranty may\nbe asserted after the expiration of the foregoing periods; provided, however,\nthe written assertion of a specific claim by Buyer against Shareholders with\nrespect to any specific matter subject to indemnification prior to the foregoing\nperiod shall not be precluded as a result of the foregoing time period\nlimitations.\n\n (b) With respect to any matter resulting in a claim hereunder\nby Buyer, Buyer will use commercially reasonable efforts to mitigate Buyer's\ndamages, or the amount of Buyer's Claim.\n\n (c) Except with respect to any claim made under Sections 4.4,\n4.14 (f), (l) and (m), 4.15, 4.18 and 13.1(b) - (e), Shareholders shall have no\nliability until the aggregate of all items for which indemnity is sought exceeds\n$5,000,000.00, however, in the event the aggregate for all items for which\nindemnity is sought exceeds $5,000,000.00, the Shareholders shall be liable for\nall such items in excess of the first $2,500,000.00; provided, further, in the\nevent the aggregate for all items for which indemnity is sought exceeds\n$10,000,000.00, the Shareholders shall be liable for all such items from the\nfirst dollar.\n\n (d) Shareholders shall have no tax liability or\nindemnification or other obligation to Buyer, and there shall be no adjustment\nto the Purchase Price under Section 2.3, in connection with the making by Buyer\n\n\n 42\n\n\nor any affiliated company of an election under Section 338 of the Code, or under\nsimilar state or local income tax provisions, in connection with the\ntransactions contemplated hereunder, or in connection with any other transaction\neffected by Buyer involving the Harron Companies.\n\n 13.3 Buyer's Indemnification Liability. Notwithstanding the Closing,\nand regardless of any investigation made at any time by or on behalf of\nShareholders or any information Shareholders may have, Buyer agrees to\nindemnify, defend and hold Shareholders harmless from and against and in respect\nof any loss, damage or liability resulting from:\n\n (a) any misrepresentation, breach of warranty, or\nnon-fulfillment of any agreement or covenant on the part of Buyer under this\nAgreement (whether to be performed prior or subsequent to the Closing Date);\n\n (b) any contract, liability or other obligation of the Cable\nCompanies, except to the extent of Shareholders' liability in connection\ntherewith hereunder;\n\n (c) all costs and expense (including reasonable attorneys'\nfees) incurred by Shareholders in connection with any claim, action, suit,\nproceeding, demand, assessment or judgment incident to any of the matters\nShareholders are indemnified against by Buyer in this Agreement; and\n\n (d) all costs and expense, including Taxes, to Shareholders in\nconnection with the making by Buyer or any affiliated company of an election\nunder Section 338 of the Code, or under similar state or local income tax\nprovisions, in connection with the transactions contemplated hereunder, or in\nconnection with any other transaction effected by Buyer involving the Harron\nCompanies.\n\n 13.4 Indemnification Procedures. Promptly upon any party entitled to\nindemnity hereunder becoming aware of any basis for a claim for indemnity\nhereunder, including the receipt of notice of any claim, demand or assessment\nmade by any third party, or the commencement of any suit, action or proceeding\nbrought by any third party, the party seeking indemnification (the \"Indemnitee\")\nwill give prompt written notice thereof to the party from whom indemnification\nis sought (the \"Indemnitor\") and, in any event, within sufficient time to enable\n\n\n 43\n\n\nthe Indemnitor to respond to such claim or answer or otherwise plead in any such\naction. The failure or omission of such Indemnitee to so notify promptly the\nIndemnitor of any such third party claim or action shall not relieve such\nIndemnitor from any liability which it may have to such Indemnitee in connection\ntherewith, except to the extent that the Indemnitor shall have been actually\nprejudiced thereby. In case any third party claim, demand or assessment shall be\nasserted or third party suit, action or proceeding commenced against an\nIndemnitee, and such Indemnitee shall notify the Indemnitor of the commencement\nthereof, the Indemnitor shall be entitled to participate therein and, to the\nextent that it may wish, to assume the defense or settlement thereof, with\ncounsel reasonably satisfactory to the Indemnitee, by providing the Indemnitee\nwith written notice within ten days after receipt of the Indemnitee's notice of\nthe claim, demand or assessment. After notice from the Indemnitor to the\nIndemnitee of its election to assume the defense or settlement thereof within\nsuch 10-day period, the Indemnitor will not be liable to the Indemnitee for any\nlegal or other expenses subsequently incurred by the Indemnitee in connection\ntherewith. The Indemnitee will cooperate with the Indemnitor in connection with\nany such claim, and make personnel, books and records relevant to the claim\navailable to the Indemnitor. The Indemnitee will not settle such claim, demand,\nor assessment without the consent of the Indemnitor, which shall not be\nunreasonably withheld. In addition to, and not in limitation of, the foregoing,\nBuyer agrees that Shareholders shall be promptly notified in the event that any\nof the Cable Companies becomes the subject of an audit, examination or other\nproceeding by the Internal Revenue Service or any other authority with respect\nto Taxes for any tax year for which Buyer may seek an indemnity against\nShareholders or for any S year. With respect to any such audit or proceeding,\nthe Shareholders shall be given the right to participate in and, at their\nelection, control such audit, with any settlement or compromise made in\nconnection therewith shall be subject to the reasonable consent of Buyer.\nShareholders shall assume the defense and all liability in connection with the\nlitigation referenced on Schedule 4.19 as Cheryl Holl vs. Harron Communications\nCorp. and Sharon Fialla vs. Harron Communications Corp.\n\n14. Termination.\n\n 14.1 Termination by Agreement. This Agreement may be terminated at any\ntime prior to the Closing by Agreement between Shareholders and Buyer.\n\n 14.2 Termination by Shareholders. This Agreement may be terminated at\n\n\n 44\n\n\nany time prior to the Closing by Shareholders, and the purchase and sale of the\nStock abandoned upon written notice to Buyer, if on any date determined for the\nClosing in accordance with Section 3 each condition set forth in Section 7 has\nbeen satisfied (or will be satisfied by the delivery of documents at the\nClosing) or waived in writing on such date and either a condition set forth in\nSection 8 has not been satisfied (or will not be satisfied by the delivery of\ndocuments at the Closing) or waived in writing on such date, or Buyer has\nnonetheless refused to consummate the Closing. Notwithstanding the foregoing,\nShareholders may not rely on the failure of any conditions set forth in Section\n8 to be satisfied if such failure was principally caused by any Shareholder's\nfailure to act in good faith or a breach of or failure to perform any of its\nrepresentations, warranties, covenants or other obligations in accordance with\nterms of this Agreement.\n\n 14.3 Termination by Buyer. This Agreement may be terminated at any time\nprior to the Closing by Buyer, and the purchase and sale of the Stock abandoned\nupon written notice to Shareholders, if on any date determined for the Closing\nin accordance with Section 3 each condition set forth in Section 8 has been\nsatisfied (or will be satisfied by the delivery of documents at the Closing) or\nwaived in writing on such date and either a condition set forth in Section 7 has\nnot been satisfied (or will not be satisfied by the delivery of documents at the\nClosing) or waived in writing on such date (provided Shareholders shall have 60\ndays from the date of such notice to satisfy such conditions), or Shareholders\nhave nonetheless refused to consummate the Closing. Notwithstanding the\nforegoing, Buyer may not rely on the failure of any condition set forth in\nSection 7 to be satisfied if such failure was principally caused by Buyer's\nfailure to act in good faith or a breach of or failure to perform any of its\nrepresentations, warranties, covenants or other obligations in accordance with\nthe terms of this Agreement.\n\n 14.4 Effect of Termination. If this Agreement is terminated as provided\nin this Article 14, then this Agreement will forthwith become null and void and\nthere will be no liability on the part of any party to any other party or any\nother person in respect thereof, provided that:\n\n (a) The obligations of the parties described in Sections 15.1\nand 15.2 (and all other provisions of this Agreement relating to expenses) will\nsurvive any such termination.\n\n (b) All filings, applications and other submissions relating\nto the transfer of the Stock shall, to the extent practicable, be withdrawn from\n\n\n 45\n\n\nthe Authority or other person to whom made.\n\n (c) No such termination will relieve Buyer from liability for\na breach of this Agreement, and in such event Shareholders shall have all rights\nand remedies available at law or equity, including the remedy of specific\nperformance.\n\n (d) No such termination will relieve Shareholders from\nliability for a breach of this Agreement, and in such event Buyer shall have all\nrights and remedies available at law or equity, including the remedy of specific\nperformance.\n\n 14.5 Attorney's Fees. Notwithstanding any provision in this Agreement\nthat may limit or qualify a party's remedies, in the event of a default by any\nparty that results in a lawsuit or other proceedings for any remedy available\nunder this Agreement, the prevailing party shall be entitled to reimbursement\nfrom the defaulting party of its reasonable legal fees and expenses (whether\nincurred in arbitration, at trial, or on appeal.)\n\n15. Miscellaneous.\n\n 15.1 Confidentiality. Except as provided in Section 6.9, the parties\nhereto agree to hold in strict confidence all the terms and conditions of this\nAgreement, and agree not to disclose or otherwise provide, directly or\nindirectly, the terms hereof to third parties without the prior written consent\nof the other party hereto, other than to its directors, employees and advisers\n(such as bankers, accountants and lawyers) who are advised of the terms of this\nAgreement and who need to know such information.\n\n 15.2 Controlling Law. This Agreement and all questions relating to its\nvalidity, interpretation, performance and enforcement (including, without\nlimitation, provisions concerning limitations of actions), shall be governed by\nand construed in accordance with the laws of the Commonwealth of Pennsylvania,\nnotwithstanding any conflict-of-laws doctrines of such state or other\njurisdiction to the contrary, and without the aid of any canon, custom or rule\nof law requiring construction against the draftsman.\n\n 15.3 Notices. All notices, requests, demands and other communications\nrequired or permitted under this Agreement shall be in writing and shall be\ndeemed to have been duly given, made and received only when delivered\n\n\n 46\n\n\n(personally, by courier service such as Federal Express, by other messenger or\nby telecopy (with automatic machine confirmation)) to the address set forth\nbelow:\n\n (i) If to Shareholders:\n\n The Shareholders of Harron Communications Corp.\n\n c\/o Paul F. Harron, Jr.\n\n 70 East Lancaster Avenue\n\n Frazer, PA 19355\n\n Telecopy Number 610 993-1100\n\n with a copy, given in the manner prescribed above, to:\n\n James J. McEntee, III\n\n Lamb, Windle & McErlane, P.C.\n\n 24 East Market St.\n\n P.O. Box 565\n\n West Chester, PA 19381-0565\n\n Telecopy Number 610 430-7838\n\n (ii) If to Buyer:\n\n James M. Kane\n\n Vice President, Corporate Development\n\n Adelphia Communications Corporation\n\n Main at Water\n\n Coudersport, PA 16915\n\n Telecopy Number 814 274-7098\n\n with a copy, given in the manner prescribed above, to:\n\n Bruce I. Booken, Esq.\n\n\n\n 47\n\n\n Buchanan Ingersoll Professional Corporation\n\n One Oxford Centre\n\n 21st Floor\n\n 301 Grant Street\n\n Pittsburgh, PA 15219\n\n Telecopy Number 412 562-1041\n\nAny party may alter the address to which communications or copies are to be sent\nby giving notice of such change of address in conformity with the provisions of\nthis section for the giving of notice.\n\n 15.4 Exhibits and Schedules. All exhibits and schedules attached hereto\nare hereby incorporated by reference into, and made a part of, this Agreement.\n\n 15.5 Binding Nature of Agreement; No Assignment. This Agreement shall\nbe binding upon and inure to the benefit of the parties hereto and their\nrespective successors and assigns. No party may assign or transfer its rights or\nobligations under this Agreement without the prior written consent of the other\nparty hereto; provided, however, notwithstanding the foregoing provisions of\nthis sentence, Buyer may assign all or any portion of its rights under this\nAgreement to one or more affiliates of Buyer provided Buyer remains personally\nliable to fully perform the terms of this Agreement and Buyer give notice to\nShareholders.\n\n 15.6 Execution in Counterparts. This Agreement may be executed in any\nnumber of counterparts, each of which shall be deemed to be an original as\nagainst any party whose signature appears thereon, and all of which shall\ntogether constitute one and the same instrument. This Agreement shall become\nbinding when one or more counterparts hereof, individually or taken together,\nshall bear the signatures of all of the parties reflected hereon as the\nsignatories.\n\n 15.7 Severability. Unless material hereto, if any provision of this\nAgreement is held illegal, invalid or unenforceable, such illegality, invalidity\nor unenforceability shall not affect any other provision hereof. Such provision\n\n\n 48\n\n\nand the remainder of this Agreement shall, in such circumstances, be deemed\nmodified to the extent necessary to render enforceable the remaining provisions\nhereof.\n\n 15.8 Entire Agreement. This Agreement, including the schedules and\nexhibits hereto and other instruments and documents referred to herein or\ndelivered pursuant hereto, or concurrent herewith, and represents the entire\nunderstanding among the parties hereto with respect to the subject matter\nhereof, and supersedes all prior and contemporaneous agreements and\nunderstandings, inducements or conditions, express or implied, oral or written,\nexcept as herein contained. The express terms hereof control and supersede any\ncourse of performance and\/or usage of the trade inconsistent with any of the\nterms hereof. This Agreement may not be modified or amended other than by an\nagreement in writing signed by each of the parties hereto. Notwithstanding the\nforegoing, the Confidentiality Agreement executed by Buyer and Harron dated\nMarch 18, 1999, shall survive the execution of this Agreement.\n\n 15.9 Section Headings. The section headings in this Agreement are for\nconvenience only; they form no part of this Agreement and shall not affect its\ninterpretation.\n\n 15.10 Number of Days. In computing the number of days for purposes of\nthis Agreement, all days shall be counted, including Saturdays, Sundays and\nholidays; provided, however, that if the final day of any time period falls on a\nSaturday, Sunday or holiday on which federal banks are or may elect to be\nclosed, then the final day shall be deemed to be the next day which is not a\nSaturday, Sunday or such holiday.\n\n 15.11 No Third Party Rights. Nothing in this Agreement, express or\nimplied, shall be construed to confer upon any person, other than the parties\nhereto, their successors and permitted assigns, any legal or equitable rights,\nremedies, claims, obligations or liabilities under or by reason of this\nAgreement.\n\n 15.12 Expenses. Except as otherwise expressly provided herein, each\nparty hereto shall pay its own expenses incident to this Agreement and the\ntransactions contemplated hereunder, including all legal and accounting fees and\ndisbursements, and costs of obtaining all necessary consents.\n\n 15.13 Further Assurances. The parties hereto will use their best\nefforts to comply with all legal requirements imposed on them with respect to\n\n\n 49\n\n\nthe transactions contemplated by this Agreement. Each party agrees to execute\nand deliver any and all further agreements, documents or instruments necessary\nto effectuate this Agreement and the transactions referred to herein,\ncontemplated hereby or reasonably requested by the other party to perfect or\nevidence its rights hereunder. Each of Shareholders and Buyer will use its\ndiligent efforts to effect the transaction as promptly as practicable, and will\npromptly notify the other party of any information delivered to or obtained by\nsuch party concerning an event that would prevent the consummation of the\ntransactions contemplated by this Agreement.\n\n 15.14 Cable Companies' Financial Statements. Shareholders hereby\nconsent to the inclusion by Buyer of the Cable Companies' financial statements,\nif required to be so included by Buyer, in any report required to be filed by\nBuyer with the Securities and Exchange Commission (\"SEC\"), National Association\nof Securities Dealers' Automated Quotations (\"NASDAQ\") System or any stock\nexchange pursuant to applicable law, rule or regulation, including the\nSecurities Act of 1933, as amended, or the Securities Exchange Act of 1934, as\namended. All accounting costs and fees incurred by reason of the reformatting of\nthe Cable Companies' financial statements in connection with the inclusion by\nBuyer of the Cable Companies' financial statements in any such report shall be\nborne by Buyer. Upon the request of Buyer, Shareholders agree to cause the Cable\nCompanies to promptly prepare (not later than thirty (30) days after the date of\nsuch request) such financial statements relating to the Cable Companies as may\nbe required to be filed by Buyer with SEC, NASDAQ or any stock exchange. All\naccounting costs and fees incurred by reason of the preparation of such\nfinancial statements shall be borne by Buyer. Shareholders agree to obtain the\nconsent of the independent public accountants of the Cable Companies to the\ninclusion of the Cable Companies' financial statements in any report required to\nbe filed by Buyer with the SEC, NASDAQ System or stock exchange.\n\n\n\n 50\n\n\n\n\n IN WITNESS WHEREOF, the parties have executed and delivered this\nAgreement as of the date first above written.\n\n<\/pre>\n
\n
\nBy: \/s\/ Margaret E. Harron By: \/s\/ Patricia H. Imbesi<\/p>\nMargaret E. Harron Patricia H. Imbesi<\/p>\n
Trustee of Intervivos Trust of Margaret E. Harron, Trust Trustee of Intervivos Trust of Margaret E. Harron,
\nU\/W of Paul F. Harron, Intervivos Trust of Paul F. Harron, Intervivos Trust of Patricia H. Imbesi, Intervivos
\nJr., Intervivos Trust of Patricia H. Imbesi, Intervivos Trust of James J. Bruder, Jr., Intervivos Trust of
\nTrust of Margaret H. Bruder, Intervivos Trust of James J. Margaret Anne Nolen, Intervivos Trust of Jennifer
\nBruder, Jr., Intervivos Trust of Margaret Anne Nolen, Marie Bruder, GST Exempt Trust, Regina Hanson and
\nIntervivos Trust of Jennifer Marie Bruder, GST Exempt Appointment Trust, Regina Hanson.
\nTrust, Regina Hanson and Appointment Trust, Regina Hanson<\/p>\n
Adelphia Communications Corporation<\/p>\n
By: \/s\/ Paul F. Harron, Jr.<\/p>\n
Paul F. Harron, Jr. By: \/s\/ Timothy J. Rigas<\/p>\n
Trustee of Intervivos Trust of Margaret E. Harron, Trust Name: Timothy J. Rigas
\nU\/W of Paul F. Harron, Intervivos Trust of Paul F. Harron,
\nJr., Intervivos Trust of Margaret H. Bruder, Intervivos Title: Executive Vice President
\nTrust of James J. Bruder, Jr., Intervivos Trust of
\nMargaret Anne Nolen, Intervivos Trust of Jennifer Marie
\nBruder, GST Exempt Trust, Regina Hanson and Appointment
\nTrust, Regina Hanson<\/p>\n
<\/c><\/s><\/table>\n
51<\/p>\n
Exhibits\/Schedules<\/p>\n
[any of which will be filed if requested by the staff of the Commission]<\/p>\n
A. Escrow Agreement
\nB. Operating Subsidiaries
\nC. Form of Authorization
\nD. Release
\nE. Opinion – Seller
\nF. Opinion – FCC
\nG. Certificate of Shareholders
\nH. Non-competition Agreement
\nI. Officer’s Agreement
\nJ. Certificate of Buyer
\nK. Opinion – Buyer<\/p>\n
2.3 Estimate of Purchase Price Adjustments
\n4.3 Officers and Directors of Cable Companies Complete
\n4.4 Shareholder\/Options Complete
\n4.5 Authorizations Complete
\n4.6 FCC Filings. Complete
\n4.8 Real Property Complete
\n4.10 Tangible Personal Property\/Business Assets<\/p>\n
52<\/p>\n
4.11 Listed Contracts
\n4.12 Consents\/First Refusal Rights
\n4.13 Financial Statements\/Adverse Changes
\n4.14 Employees
\n4.15 Tax Proceedings
\n4.16 Technical Information
\n4.18 Environmental Matters
\n4.19 Claims and Litigation
\n4.20 List Employees\/Labor Matters
\n5.3 Approvals and Consents – Buyer
\n6.2 Excluded Assets\/Liabilities
\n7.1 Contracts requiring consent (to be prepared by Buyer)<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6568],"corporate_contracts_industries":[9465],"corporate_contracts_types":[9622,9627],"class_list":["post-43679","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-adelphia-communications-corp","corporate_contracts_industries-media__broadcasting","corporate_contracts_types-planning","corporate_contracts_types-planning__purchase"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43679","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43679"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43679"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43679"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43679"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}