Commencement of Exit process. If the Company has not commenced an Exit within three years following the date of this Agreement, the Global Agent (acting on the instructions of the Majority Reporting Financiers) may at any time require the Company to use commercially reasonable endeavours to pursue an Exit by such means as the Majority Reporting Financiers may at that time determine.
Commencement of Exit process. 41 9.2 Non-Initiating Partner's Option to Postpone the Exit Process........................................... 42 9.3 Non-Initiating Partner's Selection of Asset Group...................................................... 42 9.4 Default by Partner..................................................................................... 43 9.5 Removal of Insight as Partner.......................................................................... 44
Commencement of Exit process. (a) At any time after December 31, 2005, but subject to Section 9.1(b), either TCI or Insight may elect to commence the process described in this Article 9 (the "Exit Process") by giving written notice (the "Exit Notice") of its election to commence the process described in this Article 9 to the Non- Initiating Partner. The Exit Notice shall set forth in reasonable detail the Initiating Partner's division of all assets of the Partnership, including current assets, into two groups of as nearly equal Gross Fair Market Value as possible (each, an "Asset Group"), taking into account that cable television systems included in the geographic clusters designated on Schedule V may not be divided between Asset Groups. The Exit Notice shall also set forth in reasonable detail the Initiating Partner's division of all liabilities of the Partnership, including current liabilities and related keepwells (collectively, "Liabilities"), between the two Asset Groups such that the "Net Fair Market Value" of each Asset Group is equal, Net Fair Market Value being defined as Gross Fair Market Value minus Liabilities. To the extent that the Gross Fair Market Value of the Asset Groups cannot be exactly equal, the Initiating Partner shall use commercially reasonable efforts in dividing the assets and liabilities of the Partnership pursuant to this Section 9.1, including related keepwells, to minimize any gain or other adverse tax consequences to either Partner, it being understood that the Initiating Partner may also take into account all other relevant considerations in addition to tax considerations, including, but not limited to, financing and regulatory considerations. The Initiating Partner shall promptly provide to the Non-Initiating Partner all information about the composition of the Asset Groups, including the Liabilities in such Asset Group, as is reasonably requested by the Non-Initiating Partner to assist in making its selection pursuant to Section 9.3.
