Common use of Competing Activities Clause in Contracts

Competing Activities. The Manager, the Members and the Economic Interest Holders, and their respective officers, directors, shareholders, partners, members, managers, agents, employees and Affiliates, may engage or invest in, independently or with others, any business activity of any type or description, including without limitation, those that might be the same as or similar to the Company's business and that might be in direct or indirect competition with the Company. None of the Company, the Manager, or any other Member or Economic Interest Holder shall have the right in or to such other business activities or to the income or proceeds derived therefrom. None of the Manager or the Members or Economic Interest Holders shall be obligated to present any investment opportunity or prospective economic advantage to the Company or the Manager, other Members or Economic Interest Holders even if the opportunity is one of the character that, if presented to the Company or the Manager, other Members or Economic Interest Holders, could be taken by the Company or any of the Manager, other Members or Economic Interest Holders. The Manager, the Members and the Economic Interest Holders shall have the right to hold any investment opportunity or prospective economic advantage for their own account or to recommend such opportunity to Persons other than the Company or the Manager, other Members or Economic Interest Holders. The Members and Economic Interest Holders acknowledge that the Manager and the other Members or Economic Interest Holders and their Affiliates own and/or manage other businesses, including businesses that may compete with the Company and for the Manager's and Members' time. The Members and Economic Interest Holders hereby waive any and all rights and claims which they may otherwise have against the Manager and the other Members and Economic Interest Holders and their respective officers, directors, shareholders, partners, members, managers, agents, employees and Affiliates as a result of any such activities. Notwithstanding the foregoing, the provisions of this Section 5.7 shall be subject to the terms of the MediaChase Consulting Agreement (a "Related Party Agreement"), and in the event of any conflict, the terms and provisions of such separate agreement shall control.

Competing Activities. The Manager, the Members and the Economic Interest Holders, Except as provided by any individual contract: (i) any Manager or Member (and their respective officers, directors, agents, shareholders, partners, members, managers, agents, employees and partners or Affiliates, ) may engage or invest in, independently or with others, any business activity of any type or description, including without limitation, limitation those that might be the same as or similar to the Company's business or the business of any Subsidiary and that might be in direct or indirect competition with the Company. None of the Company, the Manager, Company or any other Subsidiary; (ii) neither the Company or any Subsidiary nor any Member or Economic Interest Holder shall have the any right in or to such other business ventures or activities or to the income or proceeds derived therefrom. None of the ; (iii) no Manager or the Members Member (and their respective officers, directors, agents, shareholders, members, partners or Economic Interest Holders Affiliates) shall be obligated to present any investment opportunity or prospective economic advantage to the Company or the Managerany Subsidiary, other Members or Economic Interest Holders even if the opportunity is one of the character that, if presented to the Company or the Manager, other Members or Economic Interest Holdersany Subsidiary, could be taken by the Company or any of the ManagerSubsidiary; and (iv) any Manager or Member (and their respective officers, other Members directors, agents, shareholders, members, partners or Economic Interest Holders. The Manager, the Members and the Economic Interest Holders Affiliates) shall have the right to hold any investment opportunity or prospective economic advantage for such Manager's or Member's (and their respective officers', directors', agents', shareholders', members', partners' or Affiliates') own account or to recommend such opportunity to Persons other than the Company or any Subsidiary; (i) provided that as a condition to election as Manager and receiving a Membership Interest in the ManagerCompany upon consummation of the IPO, PublicCo agrees that until all outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock in accordance with Clause (b)(viii) of Article Fourth of PublicCo's certificate of incorporation as constituted as of the Class B Common Measuring Date, it shall not engage directly or indirectly, including without limitation through any Subsidiary, in any business other than (A) the Cable Transmission Business, (B) as a member or shareholder of, and subscriber to, the portal joint venture with Broadband Partners; (C) as an owner and operator of the business of Interactive Broadcaster Services Corporation, a California corporation, which shall include solely the ownership of its assets and continuation of its business substantially as owned and conducted as of September 13, 2000; (D) as a member of and service provider to the joint venture for the development of a licensable reference design for a cable set-top box with functionalities of a video cassette recorder and a personal video recorder; (E) as a member of Cable Sports Southeast, LLC, a Delaware limited liability company ("Cable Sports"), so long as Cable Sports continues to conduct substantially the same business conducted by it on October 24, 2000; and (F) as a shareholder of High Speed Access Corp., a Delaware corporation ("HSA"), so long as HSA continues to conduct substantially the same business as conducted by it at the time of the consummation of the transactions contemplated by the 3 Stock Purchase Agreement dated as of October 19, 2000 among Charter Communications Ventures, LLC, HSA and Vulcan Ventures Incorporated, as it may be amended from time to time; (ii) provided further, that to the extent that, as of the Class B Common Measuring Date, PublicCo was directly or indirectly engaged in, or had agreed to acquire directly or indirectly, an Incidental Business, so long as (a) such Incidental Businesses so engaged in by PublicCo on the Class B Common Measuring Date in the aggregate on such date accounted for less than ten percent (10%) of the consolidated revenues of the total business engaged in by PublicCo, or (b) such Incidental Businesses which on the Class B Common Measuring Date PublicCo had agreed to acquire in the aggregate on such date accounted for less than ten percent (10%) of the consolidated revenues of the total businesses to be acquired, as applicable, PublicCo may, directly or indirectly, including through any Subsidiary, continue to conduct any such Incidental Business and the foregoing limitation on the business and purpose of PublicCo shall not require that any such Incidental Business be divested by PublicCo, but PublicCo shall not, directly or indirectly, expand any such Incidental Business by means of any acquisition or any commitment of PublicCo or its Subsidiaries' resources or financial support. PublicCo also agrees that it shall not (i) hold any assets, other Members than (a) working capital cash and cash equivalents held for the payment of current obligations and receivables from the Company; (b) Common Units; (c) back-to-back obligations and mirror equity interests of the Company, consisting of obligations and equity securities (other than Common Units, but including convertible securities), which are substantially equivalent to liabilities or Economic Interest Holders. The Members and Economic Interest Holders acknowledge that the Manager and the other Members obligations or Economic Interest Holders and their Affiliates own and/or manage other businesses, including businesses that may compete with securities of PublicCo to third parties; (d) assets subject to an existing obligation to contribute such assets (or successor assets) to the Company and in exchange for the Manager's and Members' time. The Members and Economic Interest Holders hereby waive any and all rights and claims which they may otherwise have against the Manager and the other Members and Economic Interest Holders and their respective officers, directors, shareholders, partners, members, managers, agents, employees and Affiliates Units; (e) assets acquired as a result of the issuance of (x) common stock of PublicCo and/or preferred stock of PublicCo and/or (y) liabilities or obligations of PublicCo, subject to an existing obligation to contribute such assets (or successor assets) to the Company in exchange for Common Units (in respect of the common stock of PublicCo issued) and/or for mirror equity securities (other than Common Units, but including convertible securities, in respect of the mirror equity securities issued) of the Company and/or liabilities or obligations of the Company (in respect of the liabilities or obligations incurred), which are substantially equivalent to the equity securities and/or liabilities and obligations of PublicCo issued to acquire such assets; or (f) goodwill or deferred tax assets, or (ii) incur any liabilities or obligations for borrowed money, for acquisition of assets or under any capital lease, other than (a) in connection with back-to-back obligations of the Company to PublicCo consisting of liabilities or obligations of the Company which are substantially equivalent to liabilities or obligations of PublicCo to a third party; (b) liabilities or obligations incident to the acquisition of Units in exchange for common stock of PublicCo; or (c) liabilities or obligations as contemplated by Clauses (i)(d) and (e) immediately above. PublicCo further agrees (x) that it shall not issue, transfer from treasury stock or repurchase shares of its common stock unless in connection with any such activities. Notwithstanding the foregoingissuance, transfer, or repurchase PublicCo takes all requisite action such that, after giving effect to all such issuances, transfers or repurchases, the provisions number of this Section 5.7 outstanding shares of common stock will equal on a one-for-one basis the number of Common Units owned by PublicCo; (y) that it shall be subject not issue, transfer from treasury stock or repurchase shares of preferred stock of PublicCo unless in connection with any such issuance, transfer or repurchase PublicCo takes all requisite action such that, after giving effect to all such issuances, transfers or repurchases, PublicCo holds mirror equity interests of the Company which are in the aggregate substantially equivalent to the terms outstanding preferred stock of PublicCo; and (z) upon any reclassification of the MediaChase Consulting Agreement Common Units, whether by combination, division or otherwise, it shall take all requisite action so that the number of outstanding shares of common stock will equal on a one-for-one basis the number of Common Units owned by PublicCo. The Company agrees that, until all outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock in accordance with Clause (b)(viii) of Article Fourth of PublicCo's certificate of incorporation as constituted as of the Class B Common Measuring Date, without the Approval of the Class A Common Members, (i) the Company shall not engage directly or indirectly, including without limitation through any Subsidiary, in any 4 business other than (A) the Cable Transmission Business, (B) as a member or shareholder of and subscriber to, the portal joint venture with Broadband Partners, (C) as an owner and operator of the business of Interactive Broadcaster Services Corporation, a California corporation, which shall include solely the ownership of its assets and continuation of its business substantially as owned and conducted as of September 13, 2000, (D) as a member of and service provider to the joint venture for the development of a licensable reference design for a cable set-top box with functionalities of a video cassette recorder and a personal video recorder, (E) as a member of Cable Sports Southeast, LLC, a Delaware limited liability company ("Related Party AgreementCable Sports"), so long as Cable Sports continues to conduct substantially the same business conducted by it on October 24, 2000, and (F) as a shareholder of High Speed Access Corp., a Delaware corporation ("HSA"), so long as HSA continues to conduct substantially the same business as conducted by it at the time of the consummation of the transactions contemplated by the Stock Purchase Agreement dated as of October 19, 2000 among the Charter Communications Ventures, LLC, HSA and Vulcan Ventures Incorporated, as it may be amended from time to time; and (ii) to the extent that, as of the Class B Common Measuring Date, the Company was directly or indirectly engaged in, or had agreed to acquire directly or indirectly, an Incidental Business, so long as (a) such Incidental Businesses so engaged in by the Company on the Class B Common Measuring Date in the event aggregate on such date accounted for less than ten percent (10%) of the consolidated revenues of the total business engaged in by the Company or (b) such Incidental Businesses which on the Class B Common Measuring Date the Company had agreed to acquire in the aggregate on such date accounted for less than ten percent (10%) of the consolidated revenues of the total businesses to be acquired, as applicable, the Company may, directly or indirectly, including through any Subsidiary, continue to conduct any such Incidental Business and the foregoing limitation on the business and purpose of the Company shall not require that any such Incidental Business be divested by the Company, but the Company shall not, directly or indirectly, expand any such Incidental Business by means of any conflict, acquisition or any commitment of the terms and provisions of such separate agreement shall controlCompany or its Subsidiaries' resources or financial support.

Competing Activities. The Manager, the Members and the Economic Interest Holders, Except as provided by any individual contract: (i) any Manager or Member (and their respective officers, directors, agents, shareholders, partners, members, managers, agents, employees and partners or Affiliates, ) may engage or invest in, independently or with others, any business activity of any type or description, including without limitation, limitation those that might be the same as or similar to the Company's business or the business of any Subsidiary and that might be in direct or indirect competition with the Company. None of the Company, the Manager, Company or any other Subsidiary; (ii) neither the Company or any Subsidiary nor any Member or Economic Interest Holder shall have the any right in or to such other business ventures or activities or to the income or proceeds derived therefrom. None of the ; (iii) no Manager or the Members Member (and their respective officers, directors, agents, shareholders, members, partners or Economic Interest Holders Affiliates) shall be obligated to present any investment opportunity or prospective economic advantage to the Company or the Managerany Subsidiary, other Members or Economic Interest Holders even if the opportunity is one of the character that, if presented to the Company or the Manager, other Members or Economic Interest Holdersany Subsidiary, could be taken by the Company or any of the ManagerSubsidiary; and (iv) any Manager or Member (and their respective officers, other Members directors, agents, shareholders, members, partners or Economic Interest Holders. The Manager, the Members and the Economic Interest Holders Affiliates) shall have the right to hold any investment opportunity or prospective economic advantage for such Manager's or Member's (and their respective officers', directors', agents', shareholders', members', partners' or Affiliates') own account or to recommend such opportunity to Persons other than the Company or any Subsidiary; (i) provided that as a condition to election as Manager and receiving a Membership Interest in the ManagerCompany upon consummation of the IPO, PublicCo agrees that until all outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock in accordance with Clause (b)(viii) of Article Fourth of PublicCo's certificate of incorporation, as amended from time to time, it shall not engage directly or indirectly, including without limitation through any Subsidiary, in any business other than the Cable Transmission Business and as a member of, and subscriber to, the portal joint venture with Broadband Partners; (ii) provided further, that to the extent that, as of the Class B Common Measuring Date, PublicCo was directly or indirectly engaged in, or had agreed to acquire directly or indirectly, an Incidental Business, so long as (a) such Incidental Businesses so engaged in by PublicCo on the Class B Common Measuring Date in the aggregate on such date accounted for less than ten percent (10%) of the consolidated revenues of the total business engaged in by PublicCo, or (b) such Incidental Businesses which on the Class B Common Measuring Date PublicCo had agreed to acquire in the aggregate on such date accounted for less than ten percent (10%) of the consolidated revenues of the total businesses to be acquired, as applicable, PublicCo may, directly or indirectly, including through any Subsidiary, continue to conduct any such Incidental Business and the foregoing limitation on the business and purpose of PublicCo shall not require that any such Incidental Business be divested by PublicCo, but PublicCo shall not, directly or indirectly, expand any such Incidental Business by means of any acquisition or any commitment of the Company or its Subsidiary's resources or financial support. PublicCo also agrees that it shall not (i) hold any assets, other Members than (a) working capital cash and cash equivalents held for the payment of current obligations and receivables from the Company; (b) Common Units; (c) back-to-back obligations and mirror equity interests of the Company, consisting of obligations and equity securities (other than Common Units, but including convertible securities), which are substantially equivalent to liabilities or Economic Interest Holdersobligations or securities of PublicCo to third parties; (d) assets subject to an existing obligation to contribute such assets (or successor assets) to the Company in exchange for Units; (e) assets acquired as a result of the issuance of (x) common stock of PublicCo and/or preferred stock of PublicCo and/or (y) liabilities or obligations of PublicCo, subject to an existing obligation to contribute such assets (or successor assets) to the Company in exchange for Common Units (in respect of the common stock of PublicCo issued) and/or for mirror equity securities (other than Common Units, but including convertible securities, in respect of the mirror equity securities issued) of the Company and/or liabilities or obligations of the Company (in respect of the liabilities or obligations incurred), which are substantially equivalent to the equity securities and/or liabilities and obligations of PublicCo issued to acquire such assets; or (f) goodwill or deferred tax assets, or (ii) incur any liability or obligation for borrowed money for acquisition of assets or under any capital lease, other than (a) in connection with back-to-back obligations of the Company consisting of liabilities or obligations of the Company which are substantially equivalent to liabilities or obligations of PublicCo to a third party; (b) to acquire Units in exchange for common stock of PublicCo; or (c) as contemplated by Clauses (i)(d) and (e) immediately above. PublicCo further agrees (x) that it shall not issue, transfer from treasury stock or repurchase shares of its common stock unless in connection with any such issuance, transfer, or repurchase PublicCo takes all requisite action such that, after giving effect to all such issuances, transfers or repurchases, the number of outstanding shares of common stock will equal on a one-for-one basis the number of Common Units owned by PublicCo; (y) that it shall not issue, transfer from treasury stock or repurchase shares of preferred stock of PublicCo unless in connection with any such issuance, transfer or repurchase PublicCo takes all requisite action such that, after giving effect to all such issuances, transfers or repurchases, PublicCo holds mirror equity interests of the Company which are in the aggregate substantially equivalent to the outstanding preferred stock of PublicCo; and (z) upon any reclassification of the Common Units, whether by combination, division or otherwise, it shall take all requisite action so that the number of outstanding shares of common stock will equal on a one-for-one basis the number of Common Units owned by PublicCo. The Members Company agrees that, without the Approval of the Class A Common Members, (i) the Company shall not engage directly or indirectly, including without limitation through any Subsidiary, in any business other than the Cable Transmission Business and Economic Interest Holders as a member of and subscriber to, the portal joint venture with Broadband Partners; and (ii) to the extent that as of the Class B Common Measuring Date, the Company was directly or indirectly engaged in, or had agreed to acquire directly or indirectly, an Incidental Business, so long as (a) such Incidental Businesses so engaged in by the Company on the Class B Common Measuring Date in the aggregate on such date accounted for less than ten percent (10%) of the consolidated revenues of the total business engaged in by the Company or (b) such Incidental Businesses which on the Class B Common Measuring Date the Company had agreed to acquire in the aggregate on such date accounted for less than ten percent (10%) of the consolidated revenues of the total businesses to be acquired, as applicable, the Company may, directly or indirectly, including through any Subsidiary, continue to conduct any such Incidental Business and the foregoing limitation on the business and purpose of the Company shall not require that any such Incidental Business be divested by the Company, but the Company shall not, directly or indirectly, expand any such Incidental Business by means of any acquisition or any commitment of the Company or its Subsidiary's resources or financial support. The Company and each Member acknowledge that the other Members, the Manager (and their respective officers, directors, agents, shareholders, members, partners or Affiliates) and the other Members officers or Economic Interest Holders and directors of the Company (to the extent expressly permitted in their Affiliates employment agreement) might own and/or or manage other businesses, including businesses that may compete with the Company and or any Subsidiary for the time of the Member or Manager's . Without limiting the generality of the foregoing, the Company and Members' timeeach Member acknowledge that Vulcan Ventures Inc., an Affiliate of CII and Vulcan Cable, has entered into an agreement to purchase convertible preferred stock of RCN Corporation, which may be deemed to be engaged in the Cable Transmission Business. The Company and each Member acknowledge that none of them shall have any interest in the securities of RCN Corporation to be acquired by Vulcan Ventures Inc. or any RCN Corporation common stock into which such securities are convertible, and that Vulcan Ventures Inc. shall not have any obligation to them on account thereof. To the extent that, at law or at equity, any Member or Manager (and their respective officers, directors, agents, shareholders, members, partners or Affiliates) or officers or directors of the Company have duties (including fiduciary duties) and liabilities relating to the Company and the other Members, such Person shall not be liable to the Company or the other Members for its good faith reliance on the provisions of this Agreement including this Section 5.7. The Company and Economic Interest Holders each Member hereby waive any and all rights and claims which they that the Company or such Member may otherwise have against the Manager and the other Members and Economic Interest Holders the Manager (and their respective officers, directors, agents, shareholders, partners, members, managers, agents, employees and Affiliates partners or Affiliates) or officers or directors of the Company as a result of any such permitted activities. Notwithstanding the foregoing, the The provisions of this Agreement, and any agreement between the Company and any Member entered into in reliance on this Section 5.7 shall be subject 5.7, to the terms extent that they restrict the duties and liabilities of a Manager or Member (and their respective officers, directors, agents, shareholders, members, partners or Affiliates) or officers or directors of the MediaChase Consulting Agreement (a "Related Party Agreement")Company otherwise existing at law or in equity, are agreed by the Company and in the event of any conflict, the terms Members to replace such other duties and provisions liabilities of such separate agreement shall controlPerson.

Competing Activities. The Manager, the Members and the Economic Interest Holders, Except as provided by any individual contract: (i) any Manager or Member (and their respective officers, directors, agents, shareholders, partners, members, managers, agents, employees and partners or Affiliates, ) may engage or invest in, independently or with others, any business activity of any type or description, including without limitation, limitation those that might be the same as or similar to the Company's ’s business or the business of any Subsidiary and that might be in direct or indirect competition with the Company. None of the Company, the Manager, Company or any other Subsidiary; (ii) neither the Company or any Subsidiary nor any Member or Economic Interest Holder shall have the any right in or to such other business ventures or activities or to the income or proceeds derived therefrom. None of the ; (iii) no Manager or the Members Member (and their respective officers, directors, agents, shareholders, members, partners or Economic Interest Holders Affiliates) shall be obligated to present any investment opportunity or prospective economic advantage to the Company or the Managerany Subsidiary, other Members or Economic Interest Holders even if the opportunity is one of the character that, if presented to the Company or the Manager, other Members or Economic Interest Holdersany Subsidiary, could be taken by the Company or any of the ManagerSubsidiary; and (iv) any Manager or Member (and their respective officers, other Members directors, agents, shareholders, members, partners or Economic Interest Holders. The Manager, the Members and the Economic Interest Holders Affiliates) shall have the right to hold any investment opportunity or prospective economic advantage for such Manager’s or Member’s (and their respective officers’, directors’, agents’, shareholders’, members’, partners’ or Affiliates’) own account or to recommend such opportunity to Persons other than the Company or the Manager, other Members or Economic Interest Holdersany Subsidiary. The Members Company agrees that, until all outstanding shares of class B common stock of CCI have been converted into shares of class A common stock of CCI in accordance with Clause (b)(viii) of Article Fourth of CCI’s certificate of incorporation as constituted as of November 12, 1999, without the Approval of the Members, the Company shall not engage directly or indirectly, including without limitation through any Subsidiary, in any business other than the Cable Transmission Business and Economic Interest Holders as a member of and subscriber to, the portal joint venture with Broadband Partners. The Company and each Member acknowledge that the other Members, the Manager (and their respective officers, directors, agents, shareholders, members, partners or Affiliates) and the other Members officers or Economic Interest Holders and directors of the Company (to the extent expressly permitted in their Affiliates employment agreement) might own and/or or manage other businesses, including businesses that may compete with the Company and or any Subsidiary for the time of the Member or Manager's . Without limiting the generality of the foregoing, the Company and Members' timeeach Member acknowledge that Vulcan Ventures Inc. (an Affiliate of CCI and CCV) has entered into an agreement to purchase convertible preferred stock of RCN Corporation, which may be deemed to be engaged in the cable transmission business. The Company and each Member acknowledge that none of them shall have any interest in the securities of RCN Corporation to be acquired by Vulcan Ventures Inc. or any RCN Corporation common stock into which such securities are convertible, and that Vulcan Ventures Inc. shall not have any obligation to them on account thereof. To the extent that, at law or at equity, any Member or Manager (and their respective officers, directors, agents, shareholders, members, partners or Affiliates) or officers or directors of the Company have duties (including fiduciary duties) and liabilities relating to the Company and the other Members, such Person shall not be liable to the Company or the other Members for its good faith reliance on the provisions of this Agreement including this Section 5.10. The Company and Economic Interest Holders each Member hereby waive any and all rights and claims which they that the Company or such Member may otherwise have against the Manager and the other Members and Economic Interest Holders the Manager (and their respective officers, directors, agents, shareholders, partners, members, managers, agents, employees and Affiliates partners or Affiliates) or officers or directors of the Company as a result of any such permitted activities. Notwithstanding the foregoing, the The provisions of this Agreement, and any agreement between the Company and any Member entered into in reliance on this Section 5.7 shall be subject 5.10, to the terms extent that they restrict the duties and liabilities of a Manager or Member (and their respective officers, directors, agents, shareholders, members, partners or Affiliates) or officers or directors of the MediaChase Consulting Agreement (a "Related Party Agreement")Company otherwise existing at law or in equity, are agreed by the Company and in the event of any conflict, the terms Members to replace such other duties and provisions liabilities of such separate agreement shall controlPerson.

Competing Activities. The Manager, the Members and the Economic Interest Holders, (other than those holding Common Units or Incentive Units) and their respective officers, directors, shareholders, partners, members, managers, agents, employees and AffiliatesAffiliates (including, without limitation, the Managers of the Company designated by such Members) may engage or invest in, independently or with others, any business activity of any type or description, including without limitation, limitation those that might be in the same business as or similar to the Company's ’s business and that might be in direct or indirect competition with the Company. None of Neither the Company, the Manager, or Company nor any other Member or Economic Interest Holder Members shall have the any right in or to such other business ventures or activities or to the income or proceeds derived therefrom. None of the Manager or Neither the Members (other than those holding Common Units or Economic Interest Holders Incentive Units) nor the Managers designated by such Members shall be obligated to present any investment opportunity or prospective economic advantage to the Company or the ManagerCompany, other Members or Economic Interest Holders even if the opportunity is one of the character that, if presented to the Company or the Manager, other Members or Economic Interest HoldersCompany, could be taken by the Company or any of the Manager, other Members or Economic Interest HoldersCompany. The Manager, the Members and the Economic Interest Holders (other than those holding Common Units or Incentive Units) shall have the right to hold any investment opportunity or prospective economic advantage for their own account or to recommend such opportunity to Persons other than the Company or the Manager, other Members or Economic Interest HoldersCompany. The Members and Economic Interest Holders acknowledge Each Member acknowledges that the Manager and the other Members (other than those holding Common Units or Economic Interest Holders and their Affiliates own and/or manage other businesses, including businesses that may compete with the Company and for the Manager's and Members' time. The Members and Economic Interest Holders hereby waive any and all rights and claims which they may otherwise have against the Manager and the other Members and Economic Interest Holders Incentive Units) and their respective officers, directors, shareholders, partners, members, managers, agents, employees and Affiliates (including, without limitation, the Managers designated by such other Members) may own and/or manage other businesses, including businesses that may compete directly with the Company and for such other Members’ time, and each such Member hereby waives any and all rights and claims which it may otherwise have against such other Members (other than those holding Common Units or Incentive Units) and their respective officers, directors, shareholders, partners, members, managers, agents, employees, or Affiliates (including, without limitation, the Managers designated by such other Members) as a result of any such activities. Notwithstanding the foregoing, the provisions of this Section 5.7 shall be subject to the terms of the MediaChase Consulting Agreement (a "Related Party Agreement"), and in the event of any conflict, the terms and provisions of such separate agreement shall control.

Competing Activities. The Manager, the Members and the Economic Interest Holders, Except as provided by any individual contract: (i) any Manager or Member (and their respective officers, directors, agents, shareholders, partners, members, managers, agents, employees and partners or Affiliates, ) may engage or invest in, independently or with others, any business activity of any type or description, including without limitation, limitation those that might be the same as or similar to the Company's business or the business of any Subsidiary and that might be in direct or indirect competition with the Company. None of the Company, the Manager, Company or any other Subsidiary; (ii) neither the Company or any Subsidiary nor any Member or Economic Interest Holder shall have the any right in or to such other business ventures or activities or to the income or proceeds derived therefrom. None of the ; (iii) no Manager or the Members Member (and their respective officers, directors, agents, shareholders, members, partners or Economic Interest Holders Affiliates) shall be obligated to present any investment opportunity or prospective economic advantage to the Company or the Managerany Subsidiary, other Members or Economic Interest Holders even if the opportunity is one of the character that, if presented to the Company or the Manager, other Members or Economic Interest Holdersany Subsidiary, could be taken by the Company or any of the ManagerSubsidiary; and (iv) any Manager or Member (and their respective officers, other Members directors, agents, shareholders, members, partners or Economic Interest Holders. The Manager, the Members and the Economic Interest Holders Affiliates) shall have the right to hold any investment opportunity or prospective economic advantage for such Manager's or Member's (and their respective officers', directors', agents', shareholders', members', partners' or Affiliates') own account or to recommend such opportunity to Persons other than the Company or any Subsidiary; (i) provided that as a condition to election as Manager and receiving a Membership Interest in the ManagerCompany upon consummation of the IPO, PublicCo agrees that until all outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock in accordance with Clause (b)(viii) of Article Fourth of PublicCo's certificate of incorporation as constituted as of the Class B Common Measuring Date, it shall not engage directly or indirectly, including without limitation through any Subsidiary, in any business other than (A) the Cable Transmission Business, (B) as a member or shareholder of, and subscriber to, the portal joint venture with Broadband Partners, (C) as an owner and operator of the business of Interactive Broadcaster Services Corporation, a California corporation, which shall include solely the ownership of its assets and continuation of its business substantially as owned and conducted as of September 13, 2000, (D) as a member of and service provider to the joint venture for the development of a licensable reference design for a cable set-top box with functionalities of a video cassette recorder and a personal video recorder, (E) as a member of Cable Sports, so long as Cable Sports continues to conduct substantially the same business conducted by it on October 24, 2000, (F) as a shareholder of HSA, so long as HSA continues to conduct substantially the same business as conducted by it at the time of the consummation of the transactions contemplated by the Stock Purchase Agreement dated as of October 19, 2000 among Charter Communications Ventures, LLC, HSA and Vulcan Ventures Incorporated, as it may be amended from time to time, and (G) on and after February 12, 2001, as an equity investor in @Security Broadband Corp., a Texas corporation, so long as @Security Broadband Corp. continues to conduct substantially the same business conducted by it on February 1, 2001; (ii) provided further, that to the extent that, as of the Class B Common Measuring Date, PublicCo was directly or indirectly engaged in, or had agreed to acquire directly or indirectly, an Incidental Business, so long as (a) such Incidental Businesses so engaged in by PublicCo on the Class B Common Measuring Date in the aggregate on such date accounted for less than ten percent (10%) of the consolidated revenues of the total business engaged in -35- 37 by PublicCo, or (b) such Incidental Businesses which on the Class B Common Measuring Date PublicCo had agreed to acquire in the aggregate on such date accounted for less than ten percent (10%) of the consolidated revenues of the total businesses to be acquired, as applicable, PublicCo may, directly or indirectly, including through any Subsidiary, continue to conduct any such Incidental Business and the foregoing limitation on the business and purpose of PublicCo shall not require that any such Incidental Business be divested by PublicCo, but PublicCo shall not, directly or indirectly, expand any such Incidental Business by means of any acquisition or any commitment of PublicCo or its Subsidiaries' resources or financial support. PublicCo also agrees that it shall not (i) hold any assets, other Members than (a) working capital cash and cash equivalents held for the payment of current obligations and receivables from the Company; (b) Common Units; (c) back-to-back obligations and mirror equity interests of the Company, consisting of obligations and equity securities (other than Common Units, but including convertible securities), which are substantially equivalent to liabilities or Economic Interest Holdersobligations or securities of PublicCo to third parties; (d) assets subject to an existing obligation to contribute such assets (or successor assets) to the Company in exchange for Units; (e) assets acquired as a result of the issuance of (x) common stock of PublicCo and/or preferred stock of PublicCo and/or (y) liabilities or obligations of PublicCo, subject to an existing obligation to contribute such assets (or successor assets) to the Company in exchange for Common Units (in respect of the common stock of PublicCo issued) and/or for mirror equity securities (other than Common Units, but including convertible securities, in respect of the mirror equity securities issued) of the Company and/or liabilities or obligations of the Company (in respect of the liabilities or obligations incurred), which are substantially equivalent to the equity securities and/or liabilities and obligations of PublicCo issued to acquire such assets; or (f) goodwill or deferred tax assets, or (ii) incur any liabilities or obligations for borrowed money, for acquisition of assets or under any capital lease, other than (a) in connection with back-to-back obligations of the Company to PublicCo consisting of liabilities or obligations of the Company which are substantially equivalent to liabilities or obligations of PublicCo to a third party; (b) liabilities or obligations incident to the acquisition of Units in exchange for common stock of PublicCo; or (c) liabilities or obligations as contemplated by Clauses (i)(d) and (e) immediately above. PublicCo further agrees (x) that it shall not issue, transfer from treasury stock or repurchase shares of its common stock unless in connection with any such issuance, transfer, or repurchase PublicCo takes all requisite action such that, after giving effect to all such issuances, transfers or repurchases, the number of outstanding shares of common stock will equal on a one-for-one basis the number of Common Units owned by PublicCo; (y) that it shall not issue, transfer from treasury stock or repurchase shares of preferred stock of PublicCo unless in connection with any such issuance, transfer or repurchase PublicCo takes all requisite action such that, after giving effect to all such issuances, transfers or repurchases, PublicCo holds mirror equity interests of the Company which are in the aggregate substantially equivalent to the outstanding preferred stock of PublicCo; and (z) upon any reclassification of the Common Units, whether by combination, division or otherwise, it shall take all requisite action so that the number of outstanding shares of common stock will equal on a one-for-one basis the number of Common Units owned by PublicCo. The Members Company agrees that, until all outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock in accordance with Clause (b)(viii) of Article Fourth of PublicCo's certificate of incorporation as constituted as of the The Company and Economic Interest Holders each Member acknowledge that the other Members, the Manager (and their respective officers, directors, agents, shareholders, members, partners or Affiliates) and the other Members officers or Economic Interest Holders and directors of the Company (to the extent expressly permitted in their Affiliates employment agreement) might own and/or or manage other businesses, including businesses that may compete with the Company and or any Subsidiary for the time of the Member or Manager's . Without limiting the generality of the foregoing, the Company and Members' timeeach Member acknowledge that Vulcan Ventures Inc., an Affiliate of CII and Vulcan Cable, entered into an agreement to purchase convertible preferred stock of RCN Corporation, which may be deemed to be engaged in the cable transmission business. The Company and each Member acknowledge that none of them shall have any interest in the securities of RCN Corporation to be acquired by Vulcan Ventures Inc. or any RCN Corporation common stock into which such securities are convertible, and that Vulcan Ventures Inc. shall not have any obligation to them on account thereof. To the extent that, at law or at equity, any Member or Manager (and their respective officers, directors, agents, shareholders, members, partners or Affiliates) or officers or directors of the Company have duties (including fiduciary duties) -37- 39 and liabilities relating to the Company and the other Members, such Person shall not be liable to the Company or the other Members for its good faith reliance on the provisions of this Agreement including this Section 5.7. The Company and Economic Interest Holders each Member hereby waive any and all rights and claims which they that the Company or such Member may otherwise have against the Manager and the other Members and Economic Interest Holders the Manager (and their respective officers, directors, agents, shareholders, partners, members, managers, agents, employees and Affiliates partners or Affiliates) or officers or directors of the Company as a result of any such permitted activities. Notwithstanding the foregoing, the The provisions of this Agreement, and any agreement between the Company and any Member entered into in reliance on this Section 5.7 shall be subject 5.7, to the terms extent that they restrict the duties and liabilities of a Manager or Member (and their respective officers, directors, agents, shareholders, members, partners or Affiliates) or officers or directors of the MediaChase Consulting Agreement (a "Related Party Agreement")Company otherwise existing at law or in equity, are agreed by the Company and in the event of any conflict, the terms Members to replace such other duties and provisions liabilities of such separate agreement shall controlPerson.

Competing Activities. The Manager, the Members and the Economic Interest Holders, Except as provided by any individual contract: (i) any Manager or Member (and their respective officers, directors, agents, shareholders, partners, members, managers, agents, employees and partners or Affiliates, ) may engage or invest in, independently or with others, any business activity of any type or description, including without limitation, limitation those that might be the same as or similar to the Company's business or the business of any Subsidiary and that might be in direct or indirect competition with the Company. None of the Company, the Manager, Company or any other Subsidiary; (ii) neither the Company or any Subsidiary nor any Member or Economic Interest Holder shall have the any right in or to such other business ventures or activities or to the income or proceeds derived therefrom. None of the ; (iii) no Manager or the Members Member (and their respective officers, directors, agents, shareholders, members, partners or Economic Interest Holders Affiliates) shall be obligated to present any investment opportunity or prospective economic advantage to the Company or the Managerany Subsidiary, other Members or Economic Interest Holders even if the opportunity is one of the character that, if presented to the Company or the Manager, other Members or Economic Interest Holdersany Subsidiary, could be taken by the Company or any of the ManagerSubsidiary; and (iv) any Manager or Member (and their respective officers, other Members directors, agents, shareholders, members, partners or Economic Interest Holders. The Manager, the Members and the Economic Interest Holders Affiliates) shall have the right to hold any investment opportunity or prospective economic advantage for such Manager's or Member's (and their respective officers', directors', agents', shareholders', members', partners' or Affiliates') own account or to recommend such opportunity to Persons other than the Company or any Subsidiary; The Company agrees that, until all outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock in accordance with Clause (b)(viii) of Article Fourth of PublicCo's certificate of incorporation as constituted as of the ManagerClass B Common Measuring Date, without the Approval of the Class A Common Members, (i) the Company shall not engage directly or indirectly, including without limitation through any Subsidiary, in any business other Members than (A) the Cable Transmission Business, (B) as a member or Economic Interest Holders. The Members shareholder of and Economic Interest Holders acknowledge that subscriber to, the Manager portal joint venture with Broadband Partners, and (C) as an owner and operator of the business of Interactive Broadcaster Services Corporation, a California corporation, which shall include solely the ownership of its assets and continuation of its business substantially as owned and conducted as of September 13, 2000; and (ii) to the extent that, as of the Class B Common Measuring Date, the Company was directly or indirectly engaged in, or had agreed to acquire directly or indirectly, an Incidental Business, so long as (a) such Incidental Businesses so engaged in by the Company on the Class B Common Measuring Date in the aggregate on such date accounted for less than ten percent (10%) of the consolidated revenues of the total business engaged in by the Company or (b) such Incidental Businesses which on the Class B Common Measuring Date the Company had agreed to acquire in the aggregate on such date accounted for less than ten percent (10%) of the consolidated revenues of the total businesses to be acquired, as applicable, the Company may, directly or indirectly, including through any Subsidiary, continue to conduct any such Incidental Business and the other Members or Economic Interest Holders foregoing limitation on the business and their Affiliates own and/or manage other businesses, including businesses that may compete with purpose of the Company and for shall not require that any such Incidental Business be divested by the Manager's and Members' time. The Members and Economic Interest Holders hereby waive Company, but the Company shall not, directly or indirectly, expand any and all rights and claims which they may otherwise have against the Manager and the other Members and Economic Interest Holders and their respective officers, directors, shareholders, partners, members, managers, agents, employees and Affiliates as a result such Incidental Business by means of any such activities. Notwithstanding the foregoing, the provisions of this Section 5.7 shall be subject to the terms acquisition or any commitment of the MediaChase Consulting Agreement (a "Related Party Agreement"), and in the event of any conflict, the terms and provisions of such separate agreement shall controlCompany or its Subsidiaries' resources or financial support.

Competing Activities. The Manager, the Members and the Economic Interest Holders, Except as provided by any individual contract: (i) any Manager or Member (and their respective officers, directors, agents, shareholders, partners, members, managers, agents, employees and partners or Affiliates, ) may engage or invest in, independently or with others, any business activity of any type or description, including without limitation, limitation those that might be the same as or similar to the Company's business or the business of any Subsidiary and that might be in direct or indirect competition with the Company. None of the Company, the Manager, Company or any other Subsidiary; (ii) neither the Company or any Subsidiary nor any Member or Economic Interest Holder shall have the any right in or to such other business ventures or activities or to the income or proceeds derived therefrom. None of the ; (iii) no Manager or the Members Member (and their respective officers, directors, agents, shareholders, members, partners or Economic Interest Holders Affiliates) shall be obligated to present any investment opportunity or prospective economic advantage to the Company or the Managerany Subsidiary, other Members or Economic Interest Holders even if the opportunity is one of the character that, if presented to the Company or the Manager, other Members or Economic Interest Holdersany Subsidiary, could be taken by the Company or any of the ManagerSubsidiary; and (iv) any Manager or Member (and their respective officers, other Members directors, agents, shareholders, members, partners or Economic Interest Holders. The Manager, the Members and the Economic Interest Holders Affiliates) shall have the right to hold any investment opportunity or prospective economic advantage for such Manager's or Member's (and their respective officers', directors', agents', shareholders', members', partners' or Affiliates') own account or to recommend such opportunity to Persons other than the Company or any Subsidiary; (i) provided that as a condition to election as Manager and receiving a Membership Interest in the ManagerCompany upon consummation of the IPO, PublicCo agrees that until all outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock in accordance with Clause (b)(viii) of Article Fourth of PublicCo's certificate of incorporation as of the Effective Time, it shall not engage directly or indirectly, including without limitation through any Subsidiary, in any business other than the Cable Transmission Business and as a member of, and subscriber to, the portal joint venture with Broadband Partners; (ii) provided further, that to the extent that, as of the Class B Common Measuring Date, PublicCo was directly or indirectly engaged in, or had agreed to acquire directly or indirectly, an Incidental Business, so long as (a) such Incidental Businesses so engaged in by PublicCo on the Class B Common Measuring Date in the aggregate on such date accounted for less than ten percent (10%) of the consolidated revenues of the total business engaged in by PublicCo, or (b) such Incidental Businesses which on the Class B Common Measuring Date PublicCo had agreed to acquire in the aggregate on such date accounted for less than ten percent (10%) of the consolidated revenues of the total businesses to be acquired, as applicable, PublicCo may, directly or indirectly, including through any Subsidiary, continue to conduct any such Incidental Business and the foregoing limitation on the business and purpose of PublicCo shall not require that any such Incidental Business be divested by PublicCo, but PublicCo shall not, directly or indirectly, expand any such Incidental Business by means of any acquisition or any commitment of the Company or its Subsidiaries' resources or financial support. PublicCo also agrees that it shall not (i) hold any assets, other Members than (a) working capital cash and cash equivalents held for the payment of current obligations and receivables from the Company; (b) Common Units; (c) back-to-back obligations and mirror equity interests of the Company, consisting of obligations and equity securities (other than Common Units, but including convertible securities), which are substantially equivalent to liabilities or Economic Interest Holdersobligations or securities of PublicCo to third parties; (d) assets subject to an existing obligation to contribute such assets (or successor assets) to the Company in exchange for Units; (e) assets acquired as a result of the issuance of (x) common stock of PublicCo and/or preferred stock of PublicCo and/or (y) liabilities or obligations of PublicCo, subject to an existing obligation to contribute such assets (or successor assets) to the Company in The Company agrees that, until all outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock in accordance with Clause (b)(viii) of Article Fourth of PublicCo's certificate of incorporation as of the Effective Time, without the Approval of the Class A Common Members, (i) the Company shall not engage directly or indirectly, including without limitation through any Subsidiary, in any business other than the Cable Transmission Business and as a member of and subscriber to, the portal joint venture with Broadband Partners; and (ii) to the extent that as of the Class B Common Measuring Date, the Company was directly or indirectly engaged in, or had agreed to acquire directly or indirectly, an Incidental Business, so long as (a) such Incidental Businesses so engaged in by the Company on the Class B Common Measuring Date in the aggregate on such date accounted for less than ten percent (10%) of the consolidated revenues of the total business engaged in by the Company or (b) such Incidental Businesses which on the Class B Common Measuring Date the Company had agreed to acquire in the aggregate on such date accounted for less than ten percent (10%) of the consolidated revenues of the total businesses to be acquired, as applicable, the Company may, directly or indirectly, including through any Subsidiary, continue to conduct any such Incidental Business and the foregoing limitation on the business and purpose of the Company shall not require that any such Incidental Business be divested by the Company, but the Company shall not, directly or indirectly, expand any such Incidental Business by means of any acquisition or any commitment of the Company or its Subsidiaries' resources or financial support. The Members Company and Economic Interest Holders each Member acknowledge that the other Members, the Manager (and their respective officers, directors, agents, shareholders, members, partners or Affiliates) and the other Members officers or Economic Interest Holders and directors of the Company (to the extent expressly permitted in their Affiliates employment agreement) might own and/or or manage other businesses, including businesses that may compete with the Company and or any Subsidiary for the time of the Member or Manager's . Without limiting the generality of the foregoing, the Company and Members' timeeach Member acknowledge that Vulcan Ventures Inc., an Affiliate of CII and Vulcan Cable, has entered into an agreement to purchase convertible preferred stock of RCN Corporation, which may be deemed to be engaged in the Cable Transmission Business. The Company and each Member acknowledge that none of them shall have any interest in the securities of RCN Corporation to be acquired by Vulcan Ventures Inc. or any RCN Corporation common stock into which such securities are convertible, and that Vulcan Ventures Inc. shall not have any obligation to them on account thereof. To the extent that, at law or at equity, any Member or Manager (and their respective officers, directors, agents, shareholders, members, partners or Affiliates) or officers or directors of the Company have duties (including fiduciary duties) and liabilities relating to the Company and the other Members, such Person shall not be liable to the Company or the other Members for its good faith reliance on the provisions of this Agreement including this Section 5.7. The Company and Economic Interest Holders each Member hereby waive any and all rights and claims which they that the Company or such Member may otherwise have against the Manager and the other Members and Economic Interest Holders the Manager (and their respective officers, directors, agents, shareholders, partners, members, managers, agents, employees and Affiliates partners or Affiliates) or officers or directors of the Company as a result of any such permitted activities. Notwithstanding the foregoing, the The provisions of this Agreement, and any agreement between the Company and any Member entered into in reliance on this Section 5.7 shall be subject 5.7, to the terms extent that they restrict the duties and liabilities of a Manager or Member (and their respective officers, directors, agents, shareholders, members, partners or Affiliates) or officers or directors of the MediaChase Consulting Agreement (a "Related Party Agreement")Company otherwise existing at law or in equity, are agreed by the Company and in the event of any conflict, the terms Members to replace such other duties and provisions liabilities of such separate agreement shall controlPerson.

Competing Activities. The Manager, the Members and the Economic Interest Holders, Except as provided by any individual contract: (i) any Manager or Member (and their respective officers, directors, agents, shareholders, partners, members, managers, agents, employees and partners or Affiliates, ) may engage or invest in, independently or with others, any business activity of any type or description, including without limitation, limitation those that might be the same as or similar to the Company's business or the business of any Subsidiary and that might be in direct or indirect competition with the Company. None of the Company, the Manager, Company or any other Subsidiary; (ii) neither the Company or any Subsidiary nor any Member or Economic Interest Holder shall have the any right in or to such other business ventures or activities or to the income or proceeds derived therefrom. None of the ; (iii) no Manager or the Members Member (and their respective officers, directors, agents, shareholders, members, partners or Economic Interest Holders Affiliates) shall be obligated to present any investment opportunity or prospective economic advantage to the Company or the Managerany Subsidiary, other Members or Economic Interest Holders even if the opportunity is one of the character that, if presented to the Company or the Manager, other Members or Economic Interest Holdersany Subsidiary, could be taken by the Company or any of the ManagerSubsidiary; and (iv) any Manager or Member (and their respective officers, other Members directors, agents, shareholders, members, partners or Economic Interest Holders. The Manager, the Members and the Economic Interest Holders Affiliates) shall have the right to hold any investment opportunity or prospective economic advantage for such Manager's or Member's (and their respective officers', directors', agents', shareholders', members', partners' or Affiliates') own account or to recommend such opportunity to Persons other than the Company or any Subsidiary; (i) provided that as a condition to election as Manager and receiving a Membership Interest in the ManagerCompany upon consummation of the IPO, PublicCo agrees that until all outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock in accordance with Clause (b)(viii) of Article Fourth of PublicCo's certificate of incorporation as constituted as of the Class B Common Measuring Date, it shall not engage directly or indirectly, including without limitation through any Subsidiary, in any business other than the Cable Transmission Business and as a member of, and subscriber to, the portal joint venture with Broadband Partners; (ii) provided further, that to the extent that, as of the Class B Common Measuring Date, PublicCo was directly or indirectly engaged in, or had agreed to acquire directly or indirectly, an Incidental Business, so long as (a) such Incidental Businesses so engaged in by PublicCo on the Class B Common Measuring Date in the aggregate on such date accounted for less than ten percent (10%) of the consolidated revenues of the total business engaged in by PublicCo, or (b) such Incidental Businesses which on the Class B Common Measuring Date PublicCo had agreed to acquire in the aggregate on such date accounted for less than ten percent (10%) of the consolidated revenues of the total businesses to be acquired, as applicable, PublicCo may, directly or indirectly, including through any Subsidiary, continue to conduct any such Incidental Business and the foregoing limitation on the business and purpose of PublicCo shall not require that any such Incidental Business be divested by PublicCo, but PublicCo shall not, directly or indirectly, expand any such Incidental Business by means of any acquisition or any commitment of PublicCo or its Subsidiaries' resources or financial support. PublicCo also agrees that it shall not (i) hold any assets, other Members than (a) working capital cash and cash equivalents held for the payment of current obligations and receivables from the Company; (b) Common Units; (c) back-to-back obligations and mirror equity interests of the Company, consisting of obligations and equity securities (other than Common Units, but including convertible securities), which are substantially equivalent to liabilities or Economic Interest Holdersobligations or securities of PublicCo to third parties; (d) assets subject to an existing obligation to contribute such assets (or successor assets) to the Company in exchange for Units; (e) assets acquired as a result of the issuance of (x) common stock of PublicCo and/or preferred stock of PublicCo and/or (y) liabilities or obligations of PublicCo, subject to an existing obligation to contribute such assets (or successor assets) to the Company in exchange for Common Units (in respect of the common stock of PublicCo issued) and/or for mirror equity securities (other than Common Units, but including convertible securities, in respect of the mirror equity securities issued) of the Company and/or liabilities or obligations of the Company (in respect of the liabilities or obligations incurred), which are substantially equivalent to the equity securities and/or liabilities and obligations of PublicCo issued to acquire such assets; or (f) goodwill or deferred tax assets, or (ii) incur any liabilities or obligations for borrowed money, for acquisition of assets or under any capital lease, other than (a) in connection with back-to-back obligations of the Company to PublicCo consisting of liabilities or obligations of the Company which are substantially equivalent to liabilities or obligations of PublicCo to a third party; (b) liabilities or obligations incident to the acquisition of Units in exchange for common stock of PublicCo; or (c) liabilities or obligations as contemplated by Clauses (i)(d) and (e) immediately above. PublicCo further agrees (x) that it shall not issue, transfer from treasury stock or repurchase shares of its common stock unless in connection with any such issuance, transfer, or repurchase PublicCo takes all requisite action such that, after giving effect to all such issuances, transfers or repurchases, the number of outstanding shares of common stock will equal on a one-for-one basis the number of Common Units owned by PublicCo; (y) that it shall not issue, transfer from treasury stock or repurchase shares of preferred stock of PublicCo unless in connection with any such issuance, transfer or repurchase PublicCo takes all requisite action such that, after giving effect to all such issuances, transfers or repurchases, PublicCo holds mirror equity interests of the Company which are in the aggregate substantially equivalent to the outstanding preferred stock of PublicCo; and (z) upon any reclassification of the Common Units, whether by combination, division or otherwise, it shall take all requisite action so that the number of outstanding shares of common stock will equal on a one-for-one basis the number of Common Units owned by PublicCo. The Members Company agrees that, until all outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock in accordance with Clause (b)(viii) of Article Fourth of PublicCo's certificate of incorporation as constituted as of the Class B Common Measuring Date, without the Approval of the Class A Common Members, (i) the Company shall not engage directly or indirectly, including without limitation through any Subsidiary, in any business other than the Cable Transmission Business and Economic Interest Holders as a member of and subscriber to, the portal joint venture with Broadband Partners; and (ii) to the extent that, as of the Class B Common Measuring Date, the Company was directly or indirectly engaged in, or had agreed to acquire directly or indirectly, an Incidental Business, so long as (a) such Incidental Businesses so engaged in by the Company on the Class B Common Measuring Date in the aggregate on such date accounted for less than ten percent (10%) of the consolidated revenues of the total business engaged in by the Company or (b) such Incidental Businesses which on the Class B Common Measuring Date the Company had agreed to acquire in the aggregate on such date accounted for less than ten percent (10%) of the consolidated revenues of the total businesses to be acquired, as applicable, the Company may, directly or indirectly, including through any Subsidiary, continue to conduct any such Incidental Business and the foregoing limitation on the business and purpose of the Company shall not require that any such Incidental Business be divested by the Company, but the Company shall not, directly or indirectly, expand any such Incidental Business by means of any acquisition or any commitment of the Company or its Subsidiaries' resources or financial support. The Company and each Member acknowledge that the other Members, the Manager (and their respective officers, directors, agents, shareholders, members, partners or Affiliates) and the other Members officers or Economic Interest Holders and directors of the Company (to the extent expressly permitted in their Affiliates employment agreement) might own and/or or manage other businesses, including businesses that may compete with the Company and or any Subsidiary for the time of the Member or Manager's . Without limiting the generality of the foregoing, the Company and Members' timeeach Member acknowledge that Vulcan Ventures Inc., an Affiliate of CII and Vulcan Cable, entered into an agreement to purchase convertible preferred stock of RCN Corporation, which may be deemed to be engaged in the cable transmission business. The Company and each Member acknowledge that none of them shall have any interest in the securities of RCN Corporation to be acquired by Vulcan Ventures Inc. or any RCN Corporation common stock into which such securities are convertible, and that Vulcan Ventures Inc. shall not have any obligation to them on account thereof. To the extent that, at law or at equity, any Member or Manager (and their respective officers, directors, agents, shareholders, members, partners or Affiliates) or officers or directors of the Company have duties (including fiduciary duties) and liabilities relating to the Company and the other Members, such Person shall not be liable to the Company or the other Members for its good faith reliance on the provisions of this Agreement including this Section 5.7. The Company and Economic Interest Holders each Member hereby waive any and all rights and claims which they that the Company or such Member may otherwise have against the Manager and the other Members and Economic Interest Holders the Manager (and their respective officers, directors, agents, shareholders, partners, members, managers, agents, employees and Affiliates partners or Affiliates) or officers or directors of the Company as a result of any such permitted activities. Notwithstanding the foregoing, the The provisions of this Agreement, and any agreement between the Company and any Member entered into in reliance on this Section 5.7 shall be subject 5.7, to the terms extent that they restrict the duties and liabilities of a Manager or Member (and their respective officers, directors, agents, shareholders, members, partners or Affiliates) or officers or directors of the MediaChase Consulting Agreement (a "Related Party Agreement")Company otherwise existing at law or in equity, are agreed by the Company and in the event of any conflict, the terms Members to replace such other duties and provisions liabilities of such separate agreement shall controlPerson.