Common use of Additional Limitations and Restrictions Clause in Contracts

Additional Limitations and Restrictions. Notwithstanding any provision in this Agreement to the contrary, and in addition to any other consent or approval that may be required by the express terms of this Agreement, the Partnership shall not, and the Managing Partner shall have no authority to cause the Partnership to, do any of the following without the approval of TCI: (1) sell or otherwise dispose of, or cause or permit any Subsidiary to sell or otherwise dispose of, any assets of the Partnership or any Subsidiary, if such sale or other disposition would result in the allocation of income or gain to TCI pursuant to Section 4.4 and Code Section 704(c), except upon the liquidation and dissolution of the Partnership in accordance with Article 11; provided, however, that the limitations of this paragraph shall not apply to any pledging of assets by any Person to secure any indebtedness of such Person permitted by this Agreement (but such limitations shall nevertheless apply to any disposition of assets upon the exercise of any rights granted by such a pledge); or (2) liquidate or dissolve the Partnership except in accordance with Article 11 or liquidate or dissolve Century-TCI California or Century-TCI Holdings, LLC; or (3) issue any Partnership Interest or other equity interest in the Partnership or any option, warrant, or other instrument convertible into or evidencing the right to acquire (whether or not for additional consideration) any Partnership Interest or other equity interest in the Partnership, except on terms that are fair, from an economic standpoint, to the Partnership and the Partners; or (4) permit any Subsidiary to issue any equity interest in such Subsidiary or any option, warrant, or other instrument convertible into or evidencing the right to acquire (whether or not for additional consideration) any equity interest in such Subsidiary, except on terms that are fair, from an economic standpoint, to the Partnership and its Partners, other than an equity interest or option, warrant, or other instrument issued to the Partnership or to a Wholly Owned Subsidiary; or (5) admit any additional Partners to the Partnership or Century-TCI California except in accordance with Section 6.4 or Section 8.8; or (6) convert the Partnership or any Subsidiary that is a partnership or a limited liability company to corporate form or to any other form of business organization; or (7) purchase, redeem, retire, or otherwise acquire any Partnership Interests or other equity interest in the Partnership or Century-TCI California or Century-TCI Holdings, LLC, except for the purchase, redemption, retirement, or other acquisition of any equity interest where the terms of such interest, as approved in accordance with Section 5.1(b)(6) or (7) or Section 5.1(c)(3), permit or require such purchase, redemption, retirement, or other acquisition; or (8) merge with or consolidate into any Person, or cause or permit any Subsidiary to merge with or consolidate into any Person, unless the terms under which any equity interest in the Partnership or any Subsidiary is issued to any Person (other than the Partnership or any Wholly Owned Subsidiary) are fair, from an economic standpoint, to the Partnership and the Partners; or (9) enter into any transaction with either Partner or any Affiliate of either Partner or permit any Subsidiary to enter into any transaction with either Partner or any Affiliate of either Partner if the transaction is not on terms that are no less favorable to the Partnership or Subsidiary than could have been obtained in a comparable arm's-length transaction with a Person that is not a Partner or an Affiliate of a Partner; provided, however, that the limitations shall not apply to any loan described in Section 5.1(c)(10); or (10) incur or permit any Subsidiary to incur any Indebtedness to any Affiliate of the Managing Partner unless (A) the financial terms of such Indebtedness are the same as either (1) the financing obtained by such Affiliate of the Managing Partner the proceeds of which are used to fund its loan to the Partnership by which such Indebtedness is created, or (2) any similar financing obtained by the Partnership from any Person that is not an Affiliate of the Managing Partner, and (B) such Indebtedness would not result in any adverse tax consequences to TCI or the TCI Members; or (11) except as provided in Section 10.2, enter into any transaction with either Partner or any Affiliate of either Partner or permit any Subsidiary to enter into any transaction with either Partner or any Affiliate of either Partner pursuant to which such Partner or its Affiliate would be authorized or permitted to use the Partnership's or a Subsidiary's cable television system distribution facilities to engage in any business that is ancillary to the ownership or operation of cable television systems, including the ancillary businesses of providing high-speed data service and telephony services described in Section 2.5; or (12) commence any bankruptcy or insolvency proceeding, acquiesce in the appointment of a referee, trustee, custodian, or liquidator, or admit to the material allegations of a petition filed against the Partnership or any Subsidiary in any bankruptcy proceeding; or (13) amend the Management Agreement described in Section 5.6 or the partnership agreement of Century-TCI California or the operating agreement of Century-TCI Holdings, LLC (and TCI agrees not to withhold unreasonably its approval of any amendment that requires its approval under this Section 5.1(c)(13)); or (14) engage in or permit any Subsidiary to engage in any business not described in Section 2.5 or engage in any business outside the Territory; or (15) sell, assign or otherwise transfer any equity interest in Century-TCI California or Century-TCI Holdings, LLC; or (16) make any determination of "Gross Asset Value" with respect to Century-TCI California or Century-TCI Holdings, LLC, any determination that an adjustment to "Gross Asset Value" with respect to Century-TCI California or Century-TCI Holdings, LLC should be made or any determination of the fair market value of any asset contributed to such entity; or (17) withdraw as the general partner or member of Century-TCI California or Century-TCI Holdings, LLC; or (18) prior to the second anniversary of the Closing, (1) take, or permit any Subsidiary to take, any action that results in the principal amount of the outstanding indebtedness for borrowed money of Century-TCI California being reduced below an amount equal to the sum of the principal amount of the TCI Permitted Debt and the Century Permitted Debt assumed by Century-TCI California at Closing (the "Initial Debt"); (2) take, or permit any Subsidiary to take, any action that would cause Century-TCI California not to have non-recourse debt outstanding in an amount at least equal to the Initial Debt, it being agreed that both non-recourse incurred indebtedness for borrowed money and committed available non-recourse indebtedness for borrowed money that may be used to pay down any Affiliate indebtedness for borrowed money on which Century-TCI California is the obligor constitute non-recourse debt for this purpose; or (3) refinance or otherwise change the terms of the indebtedness for borrowed money of Century-TCI California that is in effect as of the Closing Date; provided, that TCI may not withhold its consent unless the refinancing or other change in terms would have adverse tax consequences to TCI or the TCI Members, as reasonably determined by TCI. It is the intent of this Section 5.1(c)(18) to define the relative rights of the Partners among themselves, and not to affect the rights of the holders of any indebtedness of Century-TCI California that are not affiliates of Century-TCI California, or the obligations of Century-TCI California, under any instrument pursuant to which any such indebtedness is issued. Without limiting the generality of the foregoing, it is agreed that as to the holders of any such indebtedness nothing in this Section 5.1(c)(18) shall affect: (A) the obligations of Century-TCI California under the Credit Agreement (including, without limitation, under Sections 2.04 or 2.05 thereof) dated as of December 3, 1999 (the "Credit Agreement") among Century-TCI California, as borrower, the guarantors party thereto, the lenders party thereto (the "Lenders"), and Citibank, N.A. as administrative agent (the "Administrative Agent"), as such agreement may from time to time be amended, nor the rights of the Lenders, or the effect of any action taken by Century-TCI California, under the Credit Agreement (including without limitation, under Sections 2.03, 2.04, or 2.05 thereof, or otherwise); or (B) the validity or enforceability of any amendment or modification to the Credit Agreement (or any of the Loan Documents referred to therein) entered into by Century-TCI California with any of the Lenders or the Administrative Agent, any of the Lenders and the Administrative Agent being entitled to conclusively presume that any agreements or amendments executed by the Partnership in its capacity as general partner of Century-TCI California is valid, binding and enforceable and has been entered into after obtaining any necessary consent from TCI required by this Section 5.1(c)(18).

Additional Limitations and Restrictions. Notwithstanding any provision in this Agreement to the contrary, and in addition to any other consent or approval that may be required by the express terms of this Agreement, the Partnership shall not, and the Managing Partner shall have no authority to cause the Partnership to, do any of the following without either the unanimous vote of all members of the Partnership Committee who are present or represented by proxy at a meeting of the Partnership Committee at which a quorum is present, or, so long as Century is the Managing Partner, the approval of TCI: (1) sell or otherwise dispose of, or cause or permit any Subsidiary to sell or otherwise dispose of, any assets of the Partnership or any Subsidiary, if such sale or other disposition would result in the allocation of income or gain to TCI pursuant to Section 4.4 and Code Section 704(c), except upon the liquidation and dissolution of the Partnership in accordance with Article 11; provided, however, that the limitations of this paragraph shall not apply to any pledging of assets by any Person to secure any indebtedness of such Person permitted by this Agreement (but such limitations shall nevertheless apply to any disposition of assets upon the exercise of any rights granted by such a pledge); or (2) liquidate or dissolve the Partnership except in accordance with Article 11 or liquidate or dissolve Century-TCI California or Century-TCI Holdings, LLC11; or (3) issue any Partnership Interest or other equity interest in the Partnership or any option, warrant, or other instrument convertible into or evidencing the right to acquire (whether or not for additional consideration) any Partnership Interest or other equity interest in the Partnership, except on terms that are fair, from an economic standpoint, to the Partnership and the Partners; or (4) permit any Subsidiary to issue any equity interest in such Subsidiary or any option, warrant, or other instrument convertible into or evidencing the right to acquire (whether or not for additional consideration) any equity interest in such Subsidiary, except on terms that are fair, from an economic standpoint, to the Partnership and its Partners, other than an equity interest or option, warrant, or other instrument issued to the Partnership or to a Wholly Owned Subsidiary; or (5) admit any additional Partners to the Partnership or Century-TCI California except in accordance with Section 6.4 or Section 8.8; or (65) convert the Partnership or any Subsidiary that is a partnership or a limited liability company to corporate form or to any other form of business organization; or (76) purchase, redeem, retire, or otherwise acquire any Partnership Interests or other equity interest in the Partnership or Century-TCI California or Century-TCI Holdings, LLCPartnership, except for the purchase, redemption, retirement, or other acquisition of any equity interest where the terms of such interest, as approved in accordance with Section 5.1(b)(6) or (7) or Section 5.1(c)(3), permit or require such purchase, redemption, retirement, or other acquisition; or (8) 7) merge with or consolidate into any Person, or cause or permit any Subsidiary to merge with or consolidate into any Person, unless the terms under which any equity interest in the Partnership or any Subsidiary is issued to any Person (other than the Partnership or any Wholly Wholly-Owned Subsidiary) are fair, from an economic standpoint, to the Partnership and the Partners; or (9) 8) enter into any transaction with either Partner or any Affiliate of either Partner or permit any Subsidiary to enter into any transaction with either Partner or any Affiliate of either Partner if the transaction is not on terms that are no less favorable to the Partnership or Subsidiary than could have been obtained in a comparable arm's-length transaction with a Person that is not a Partner or an Affiliate of a Partner; provided, however, that the limitations shall not apply to any loan described in Section 5.1(c)(105.1(c)(9); or (109) incur or permit any Subsidiary to incur any Indebtedness to any Affiliate of the Managing Partner unless (A) the financial terms of such Indebtedness are the same as either (1) the financing obtained by such Affiliate of the Managing Partner the proceeds of which are used to fund its loan to the Partnership by which such Indebtedness is created, or (2) any similar financing obtained by the Partnership from any Person that is not an Affiliate of the Managing Partner, and (B) such Indebtedness would not result in any adverse tax consequences to TCI or the TCI Members; or (1110) except as provided in Section 10.2, enter into any transaction with either Partner or any Affiliate of either Partner or permit any Subsidiary to enter into any transaction with either Partner or any Affiliate of either Partner pursuant to which such Partner or its Affiliate would be authorized or permitted to use the Partnership's or a Subsidiary's cable television system distribution facilities to engage in any business that is ancillary to the ownership or operation of cable television systems, including the ancillary businesses of providing high-speed data service and telephony services described in Section 2.5, unless the Partnership Committee failed to approve unanimously a resolution authorizing the Partnership or a Subsidiary to engage in such business at a meeting at which all members of the Partnership Committee designated by such Partner voted in favor of such resolution; or (1211) commence any bankruptcy or insolvency proceeding, acquiesce in the appointment of a referee, trustee, custodian, or liquidator, or admit to the material allegations of a petition filed against the Partnership or any Subsidiary in any bankruptcy proceeding; or (1312) amend the Management Agreement described in Section 5.6 or the partnership agreement of Century-TCI California or the operating agreement of Century-TCI Holdings, LLC (and TCI agrees not to withhold unreasonably its approval of any amendment that requires its approval under this Section 5.1(c)(135.1(c)(12)); or (1413) engage in or permit any Subsidiary to engage in any business not described in Section 2.5 or engage in any business outside the Territory; or (15) sell, assign or otherwise transfer any equity interest in Century-TCI California or Century-TCI Holdings, LLC; or (16) make any determination of "Gross Asset Value" with respect to Century-TCI California or Century-TCI Holdings, LLC, any determination that an adjustment to "Gross Asset Value" with respect to Century-TCI California or Century-TCI Holdings, LLC should be made or any determination of the fair market value of any asset contributed to such entity; or (17) withdraw as the general partner or member of Century-TCI California or Century-TCI Holdings, LLC; or (18) prior to the second anniversary of the Closing, (1) take, or permit any Subsidiary to take, any action that results in the principal amount of the outstanding indebtedness for borrowed money of Century-TCI California being reduced below an amount equal to the sum of the principal amount of the TCI Permitted Debt and the Century Permitted Debt assumed by Century-TCI California at Closing (the "Initial Debt"); (2) take, or permit any Subsidiary to take, any action that would cause Century-TCI California not to have non-recourse debt outstanding in an amount at least equal to the Initial Debt, it being agreed that both non-recourse incurred indebtedness for borrowed money and committed available non-recourse indebtedness for borrowed money that may be used to pay down any Affiliate indebtedness for borrowed money on which Century-TCI California is the obligor constitute non-recourse debt for this purpose; or (3) refinance or otherwise change the terms of the indebtedness for borrowed money of Century-TCI California that is in effect as of the Closing Date; provided, that TCI may not withhold its consent unless the refinancing or other change in terms would have adverse tax consequences to TCI or the TCI Members, as reasonably determined by TCI. It is the intent of this Section 5.1(c)(18) to define the relative rights of the Partners among themselves, and not to affect the rights of the holders of any indebtedness of Century-TCI California that are not affiliates of Century-TCI California, or the obligations of Century-TCI California, under any instrument pursuant to which any such indebtedness is issued. Without limiting the generality of the foregoing, it is agreed that as to the holders of any such indebtedness nothing in this Section 5.1(c)(18) shall affect: (A) the obligations of Century-TCI California under the Credit Agreement (including, without limitation, under Sections 2.04 or 2.05 thereof) dated as of December 3, 1999 (the "Credit Agreement") among Century-TCI California, as borrower, the guarantors party thereto, the lenders party thereto (the "Lenders"), and Citibank, N.A. as administrative agent (the "Administrative Agent"), as such agreement may from time to time be amended, nor the rights of the Lenders, or the effect of any action taken by Century-TCI California, under the Credit Agreement (including without limitation, under Sections 2.03, 2.04, or 2.05 thereof, or otherwise); or (B) the validity or enforceability of any amendment or modification to the Credit Agreement (or any of the Loan Documents referred to therein) entered into by Century-TCI California with any of the Lenders or the Administrative Agent, any of the Lenders and the Administrative Agent being entitled to conclusively presume that any agreements or amendments executed by the Partnership in its capacity as general partner of Century-TCI California is valid, binding and enforceable and has been entered into after obtaining any necessary consent from TCI required by this Section 5.1(c)(18).