Common use of Rate Regulatory Matters Clause in Contracts

Rate Regulatory Matters. The parties acknowledge and agree that notwithstanding anything in this Agreement or any other Transaction Document to the contrary (including any representation or warranty made by FVP in Sections 3.11(e), 3.15 or 3.16), any matter relating to, in connection with or resulting or arising from any Rate Regulatory Matter, or any actions taken prior to or after the date hereof by any FrontierVision Company to comply with or in a good faith attempt to comply with any Rate Regulatory Matter (including any rate reduction, refund, penalty or similar action having the effect of reducing the rates previously or subsequently paid by subscribers, whether instituted or implemented by or imposed on any FrontierVision Company and changes to rate practices instituted or implemented by or imposed on any FrontierVision Company), shall not: (a) cause or constitute, directly or indirectly, a breach by any FrontierVision Company or any Seller of any of its representations, warranties, covenants or agreements contained in this Agreement or any other Transaction Document (and such representations, warranties, covenants, and agreements shall hereby be deemed to be modified appropriately to reflect and permit the impact and existence of such Rate Regulatory Matters and to permit any action by any FrontierVision Company to comply with or attempt in good faith to comply with such Rate Regulatory Matters; (b) otherwise cause or constitute, directly or indirectly, a default or breach by any FrontierVision Company or any Seller under this Agreement or any other Transaction Document; (c) result in the failure of any condition precedent to the obligations of Buyer under this Agreement or any other Transaction Document; (d) otherwise excuse Buyer's performance of its obligations under this Agreement or any other Transaction Document; or (e) except as expressly provided in Section 10.2(c), give rise to any claim for indemnification or other compensation by Buyer or any adjustment to the Stock Consideration or Cash Consideration.

Rate Regulatory Matters. The parties acknowledge and agree that notwithstanding anything in this Agreement or any other Transaction Document to the contrary (including any representation or warranty made by FVP Group in Sections 3.11(e), 3.15 or 3.16), any matter relating to, in connection with or resulting or arising from any Rate Regulatory Matter, or any actions taken prior to or after the date hereof by any FrontierVision Renaissance Company to comply with or in a good faith attempt to comply with any Rate Regulatory Matter (including any rate reduction, refund, penalty or similar action having the effect of reducing the rates previously or subsequently paid by subscribers, whether instituted or implemented by or imposed on any FrontierVision Renaissance Company and changes to rate practices instituted or implemented by or imposed on any FrontierVision Renaissance Company), shall not: (a) cause or constitute, directly or indirectly, a breach by any FrontierVision Company Group or any Seller Holdings of any of its representations, warranties, covenants or agreements contained in this Agreement or any other Transaction Document (and such representations, warranties, covenants, and agreements shall hereby be deemed to be modified appropriately to reflect and permit the impact and existence of such Rate Regulatory Matters and to permit any action by any FrontierVision Renaissance Company to comply with or attempt in good faith to comply with such Rate Regulatory Matters); (b) otherwise cause or constitute, directly or indirectly, a default or breach by any FrontierVision Renaissance Company or any Seller Holdings under this Agreement or any other Transaction Document; (c) result in the failure of any condition precedent to the obligations of Buyer under this Agreement or any other Transaction Document; (d) otherwise excuse Buyer's or Charter's performance of its their obligations under this Agreement or any other Transaction Document; or (e) except as expressly provided in Section 10.2(c), give rise to any claim for indemnification or other compensation by Buyer or (i) any adjustment to the Stock Cash Consideration or Cash Considerationother compensation or (ii) indemnification, except as provided in Section 10.2(b).

Rate Regulatory Matters. The parties acknowledge Buyer acknowledges that, except as expressly represented and agree that notwithstanding anything warranted in this Agreement or any other Transaction Document to the contrary (including Section 3.11(e) and Section 3.16, Falcon is not making any representation or warranty regarding any Rate Regulatory Matter (including with respect to compliance with any Legal Requirements dealing with, limiting or affecting the rates which can be charged by cable television systems to their customers (whether for programming, equipment, installation, service or otherwise)). Accordingly, except for any right or remedy that Buyer may have arising out of a breach of the representations and warranties made by FVP Falcon in Sections Section 3.11(e)) and Section 3.16, 3.15 or 3.16), any no Rate Regulatory Matter and no matter relating to, in connection with or resulting or arising from any Rate Regulatory Matter, or any actions taken prior to or after the date hereof by any FrontierVision Falcon Company to comply with or in a good faith attempt to comply with any Rate Regulatory Matter (including any rate reduction, refund, penalty or similar action having the effect of reducing the rates previously or subsequently paid by subscribers, whether instituted or implemented by or imposed on any FrontierVision Falcon Company and changes to rate practices instituted or implemented by or imposed on any FrontierVision Falcon Company), shall notshall: (a) cause or constitute, directly or indirectly, a breach by any FrontierVision Company Falcon or any Seller Sellers of any of its their representations, warranties, covenants or agreements contained in this Agreement or any other Transaction Document (and such representations, warranties, covenants, and agreements shall hereby be deemed to be modified appropriately to reflect and permit the impact and existence of such Rate Regulatory Matters and to permit any action by any FrontierVision Falcon Company to comply with or attempt in good faith to comply with such Rate Regulatory Matters); (b) otherwise cause or constitute, directly or indirectly, a default or breach by any FrontierVision Falcon Company or any Seller Sellers under this Agreement or any other Transaction Document; (c) result in the failure of any condition precedent to the obligations of Buyer under this Agreement or any other Transaction Document; (d) otherwise excuse Buyer's performance of its obligations under this Agreement or any other Transaction Document; or (e) except as expressly provided in Section 10.2(c), give rise to any claim for indemnification or other compensation by Buyer or (i) any adjustment to the Stock Aggregate Consideration or Cash Considerationother compensation or (ii) indemnification or other claim.

Rate Regulatory Matters. The parties acknowledge and agree that notwithstanding anything in this Agreement or any other Transaction Document to the contrary (including any representation or warranty made by FVP Seller in Sections 3.11(e), 3.15 or 3.16), any matter relating to, in connection with or resulting or arising from any Rate Regulatory Matter, or any actions taken prior to or after the date hereof by any FrontierVision Company Seller or the Companies to comply with or in a good faith attempt to comply with any Rate Regulatory Matter (including any rate reduction, refund, penalty or similar action having the effect of reducing the rates previously or subsequently paid by subscribers, whether instituted or implemented by or imposed on any FrontierVision Company the Companies and changes to rate practices instituted or implemented by or imposed on any FrontierVision Companythe Companies), shall not: (a) cause or constitute, directly or indirectly, a breach by any FrontierVision Company or any Seller of any of its representations, warranties, covenants or agreements contained in this Agreement or any other Transaction Document (and such representations, warranties, covenants, and agreements shall hereby be deemed to be modified appropriately to reflect and permit the impact and existence of such Rate Regulatory Matters and to permit any action by any FrontierVision Company the Companies to comply with or attempt in good faith to comply with such Rate Regulatory Matters); (b) otherwise cause or constitute, directly or indirectly, a default or breach by any FrontierVision Company or any Seller under this Agreement or any other Transaction Document; (c) result in the failure of any condition precedent to the obligations of Buyer under this Agreement or any other Transaction Document; (d) otherwise excuse Buyer's performance of its obligations under this Agreement or any other Transaction Document; or (e) except as expressly provided in Section 10.2(c), give rise to any claim for indemnification or other compensation by Buyer or (i) any adjustment to the Stock Cash Consideration or Cash Considerationother compensation or (ii) indemnification.