Prior to the Closing Date Clause Samples

Prior to the Closing Date. Buyer shall not, without the prior written consent of the Company, knowingly take any action which (i) would render any of the representations or warranties made by Buyer in this Agreement and in the Ancillary Documents to which Buyer is a party untrue in any material respect if given with reference to the facts and circumstances then existing, or (ii) would result in any of the covenants contained in this Agreement and in the Ancillary Documents becoming incapable of performance. Buyer shall promptly advise the Sellers' Representative and the Carlyle Funds of any action or event of which Buyer becomes aware which would have the effect of making incorrect in any material respect any such representations or warranties if given with reference to facts and circumstances then existing or which has the effect of rendering any such covenants incapable of performance.

Prior to the Closing Date. This Agreement may be terminated at any time prior to the Closing Date: (a) By the written agreement of the Buyer, the Seller and the Parent; (b) By the Buyer if any event disclosed in the amendments to the Schedules hereto pursuant to Section 7.4 shall affect materially and adversely the Purchased Assets; or (c) At the option of the Buyer or Seller if (i) the Purchased Assets sustain a material loss; (ii) trading in securities on the New York Stock Exchange has been suspended or limited; (iii) material governmental restrictions have been imposed on trading in securities generally (not in force and effect on the date hereof); (iv) a banking moratorium has been declared by federal authorities; (v) an outbreak of major international hostilities or other national or international calamity has occurred; (vi) a pending or threatened legal or governmental proceeding or action relating to the assets, operations, business or financial condition of the Seller, or a notification has been received by any of the parties hereto of the threat of any such proceeding or action, which could materially adversely effect the Purchased Assets; (vii) the passage by the Congress of the United States or by any state legislative body of similar impact, of any measure, or the adoption of any orders, rules or regulations by any governmental body or any authoritative accounting institute or board, or any governmental executive, which is reasonably believed likely by the Parent to have a material adverse impact on the Purchased Assets; (viii) any material adverse change in the financial or securities markets beyond normal market fluctuations has occurred since the date of this Agreement, and is continuing, and is reasonably expected to have material adverse effect on the transactions contemplated by this Agreement; (ix) a terrorist attack upon the United States; or (x) any material adverse change has occurred in the Purchased Assets.

Prior to the Closing Date. Buyer shall interview such employees of Seller as Buyer shall choose, for purposes of determining employment after the Closing Date in such positions as Buyer, in its discretion, shall choose; however, nothing in this Agreement shall obligate or require Buyer to hire or employ any of Seller's employees after the Closing Date. Employees of Seller immediately prior to the Effective Time who are employed by Buyer immediately after the Effective Time are hereinafter referred to as "Hired Employees".

Prior to the Closing Date the Seller shall procure that the Company terminates its UK pension plan for all employees of the Company prior to Closing Date with effect as of 31 December 2006 in full compliance with all applicable laws including any obligation to consult with the employees concerned. The Purchaser undertakes with the Seller that all relevant employees who are currently members of this scheme shall be invited to become members of an alternative stakeholder pension scheme in the UK with effect on and from 31 December 2006. The Seller shall indemnify the Company and the Purchaser against: (i) any debt which may be treated as due from the Company to the trustees of the UK pension plan under section 75 of the Pensions ▇▇▇ ▇▇▇▇; and (ii) against any contribution notice or financial support direction that may be issued pursuant to the Pensions ▇▇▇ ▇▇▇▇ in relation to the UK pension plan.

Prior to the Closing Date the Seller shall be entitled to participate in a due diligence meeting with one or more members of the senior management of the Buyer, such member or members to be reasonably designated by the Buyer, to the extent that such meeting shall be reasonably necessary to fulfill the due diligence obligations of the Seller under the federal securities laws in connection with the Proxy Statement. Subject to the requirements of law or judicial process, the Seller shall hold in confidence all nonpublic information concerning the Buyer until such time as such information is otherwise publicly available.

Prior to the Closing Date. VBL shall effect a 1 for 16 reverse split of its issued and outstanding capital stock.

Prior to the Closing Date each Holder covenants not to transfer, pledge, hypothecate, assign or grant an option to otherwise acquire any interest in the Senior Notes unless the transferee of such Senior Notes agrees, in writing, to be bound by the terms of this Agreement. Subject to the preceding sentence, applicable securities laws and to the terms and conditions of the Stockholders Agreement, Holders (and its permitted assigns) may assign to one (1) or more assignees all or a portion of its rights and obligations under this Agreement and the other Exchange Agreement Documents to any Person, and any such assignee may further assign such rights and obligations to any Person. Any such assignment will become effective upon the execution and delivery to the assigning Holder of the assignment. Upon the assigning Holder's request, the Company, will, at its own expense, execute and deliver new certificates representing Series A-1 Preferred Stock and/or Common Stock, as applicable, to the assignor and/or assignee,

Prior to the Closing Date. Seller agrees to use reasonable efforts to provide, or to cause the Companies to provide, Purchaser with such information that Purchaser can reasonably demonstrate is required by Purchaser’s ultimate parent Liberty Global, Inc. or any of its subsidiaries to comply with their public reporting obligations under applicable law, provided that 15.2.1 Purchaser has provided prior written notice to Seller of such reporting obligation (i) sufficiently in advance of the desired filing date and (ii) with sufficient detail of the information requirements from Seller; and 15.2.2 Seller and/or any of the Companies can make the requested information available without causing substantial disruption of their business operations.

Prior to the Closing Date the Borrower Representative shall deliver to the Agent, a notice setting forth an account of the Borrowers to which the Agent is authorized to transfer the proceeds of the Revolving Loans requested hereunder (the "Designated Account"). The Borrower Representative may designate a replacement account from time to time by written notice. Such Designated Account must be reasonably satisfactory to the Agent. The Agent is entitled to rely conclusively on any person's request for Revolving Loans on behalf of the Borrower Representative, so long as the proceeds thereof are to be transferred to the Designated Account. The Agent has no duty to verify the identity of any individual representing himself or herself as a person authorized by the Borrower Representative to make such requests on its behalf.