Subscribers, Rights of Entry. Schedule 7.17 is a complete and ---------------------------- correct list of all Rights of Entry relating to the Business and the minimum number of units served pursuant to each such Right of Entry. True, accurate and complete copies of all Rights of Entry listed in Schedule 7.17 have been delivered by the Sellers to Buyer. Except as set forth in Schedule 7.17, all Rights of Entry, including all amendments thereto, (a) are in writing and are legal, valid, binding and enforceable in accordance with their terms, (b) if held by Phonoscope, are freely transferable to Buyer and if held by any of the Companies do not contain "change in control" or other provisions that may be affected by the transactions contemplated by this Agreement and (c) the validity and enforceability (including the rights of the Companies or Buyer to such Rights of Entry following the Closing) of the same will not be adversely affected by the consummation of any of the transactions contemplated by this Agreement. Except as set forth in Schedule 7.17, no material default of any Person exists under any of the Rights of Entry, and the parties thereto other than Phonoscope or the Companies have no offsets or defenses to the enforcement thereof. Schedule 7.17 accurately sets forth the MDUs to which Phonoscope and the Companies provide service in the conduct of the Business, the locations of such MDUs, the number of units to such services at each of such locations, the date of the Rights of Entry relating to each MDU and the expiration of such Right of Entry.
Subscribers, Rights of Entry. Schedule 7.19 is a complete and correct list of all Rights of Entry relating to the Business and the number of Cable Subscribers and Billable Phone Subscribers served pursuant to each such Right of Entry. True, accurate and complete copies of all Rights of Entry listed in Schedule 7.19 have been delivered by Seller to Buyer. Except as set forth in Schedule 7.19, all Rights of Entry, including all amendments thereto, (a) are in writing and are legal, valid, binding and enforceable in accordance with their terms, (b) if held by Seller, are freely transferable to Buyer and (c) the validity and enforceability (including the rights of Buyer to such Rights of Entry following the Closing) of the same will not be adversely affected by the consummation of any of the transactions contemplated by this Agreement. Except as set forth in Schedule 7.19, no material default of any Person exists under any of the Rights of Entry, and the parties thereto other than Seller have no offsets or defenses to the enforcement thereof. Additionally, Schedule 7.19 accurately sets forth the properties to which Seller provides service in the conduct of the Business the ("Relevant Properties), the locations of such properties, the number of units to such services at each of such locations, the number of Cable Subscribers and Billable Phone Subscribers to such services at each of such locations, the date of the Rights of Entry relating to each property and the expiration of such Right of Entry. All Relevant Properties set forth on Schedule 7.19 are located within the Relevant Markets. Additionally, Schedule 7.19 sets forth a complete and correct list, for each Relevant Property, of the source of signal feed used in the Business, specifying whether such feed is SMATV on premises, 18ghz or another type of feed (and a description thereof).
Subscribers, Rights of Entry. The Disclosure Schedule sets forth a complete and correct list as of September 30, 1998, of all Rights of Entry possessed by the Contributing Businesses transferred to the Contributed Subs prior to Closing and the number of Cable Subscribers and Billable Phone Subscribers served pursuant to each such Right of Entry. True, accurate and complete copies of all Rights of Entry listed in the Disclosure Schedule have been furnished by the Contributing Company to the other Contributing Companies. Except as set forth in the Disclosure Schedule, all Rights of Entry, including all amendments thereto, (a) are in writing and are legal, valid, binding and enforceable in accordance with their terms, and (b) the validity and enforceability of the same will not be adversely affected by the consummation of any of the transactions contemplated by this Exchange Agreement. Except as set forth on the Disclosure Schedule, no material default of any Person exists under any of the Rights of Entry, and to the best knowledge of the Contributing Company, the parties thereto other than the Contributing Company have no offsets or defenses to the enforcement thereof. Additionally, the Disclosure Schedule accurately sets forth the properties to which each Contributed Business provides service (the "Relevant Properties"), the locations of such properties, the number of units to such services at each of such locations, the number of Cable Subscribers and Billable Phone Subscribers to such services at each of such locations, the date of the Rights of Entry relating to each property and the expiration of such Right of Entry. Additionally, the Disclosure Schedule sets forth a complete and correct list, for each Relevant Property, of the source of signal feed used, specifying whether such feed is SMATV on premises, 18ghz or another type of feed (and a description thereof).
