BILL OF SALE & ASSIGNMENT AND ASSUMPTION AGREEMENT

EX-10.15 40 dex1015.htm BILL OF SALE & ASSIGNMENT AND ASSUMPTION AGREEMENT Bill of Sale & Assignment and Assumption Agreement

Exhibit 10.15

BILL OF SALE & ASSIGNMENT AND ASSUMPTION AGREEMENT

This BILL OF SALE & ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment and Assumption”) is made as of March 1, 2004 by and among Charter Communications VI, LLC, a limited liability company, The Helicon Group, L.P., a limited partnership, Interlink Communications Partners, LLC, a limited liability company, and Charter Communications, LLC, a limited liability company, each organized under the laws of the State of Delaware, and Falcon Telecable, a limited partnership organized under the laws of the State of California (collectively, the “Assignors” and each individually, an “Assignor”), and Atlantic Broadband Finance, LLC, a limited liability company organized under the laws of the State of Delaware (“Assignee”).

RECITAL

This Assignment and Assumption is entered into in connection with that certain Asset Purchase Agreement, dated as of September 3, 2003, as amended October 31, 2003, December 3, 2003 and February 27, 2004 (as amended, the “Purchase Agreement”) by and among Assignors, Hornell Television Service, Inc., Charter Communications Holdings, LLC and Assignee, pursuant to which on the Closing Date, Assignors will transfer all right, title and interest in and to the Purchased Assets (as hereinafter defined) to Assignee. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Purchase Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing promises, the transactions contemplated by the Purchase Agreement, and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, Assignors and Assignee agree as set forth below.

Section 1. Transfer of Purchased Assets. Pursuant to the terms of the Purchase Agreement, each Assignor does hereby sell, assign, transfer, convey and deliver to Assignee and Assignee does hereby accept from each Assignor, all right, title and interest of each Assignor in the Purchased Assets, free and clear of all Encumbrances other than Permitted Encumbrances, but subject to the Required Consents that have not been obtained as of the Closing Date as set forth in Schedule 1 attached hereto to the extent they relate to the Purchase Assets. As used in this Assignment and Assumption, the term “Purchased Assets” means all of the Assets other than the (a) LLC Assets, and (b) Retained Consent Franchises; provided, however, that the Purchased Assets shall not include any of the Excluded Assets.

Section 2. Assumption of Assumed Liabilities. Subject to the terms, provisions and conditions contained in the Purchase Agreement, Assignee hereby assumes and agrees to pay, discharge and perform, on and after the Closing Date: (a) the liabilities and obligations under those agreements set forth on Schedule 2 attached hereto which relate to the Purchased Assets to the extent accruing and relating to the period from and after the Closing Date, and (b) all Assumed Liabilities other than (i) the LLC Assumed Liabilities, (ii) liabilities and obligations under any Retained Consent Franchises, and (ii) the Retained Liabilities.

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Section 3. Agreement. This Assignment and Assumption is subject to and controlled by the terms of the Purchase Agreement, including all of the representations, warranties, covenants and agreements set forth in the Purchase Agreement. Nothing contained herein shall be deemed to alter, modify, expand or diminish the terms and provision set forth in the Purchase Agreement, including the representations, warranties and covenants of the parties contained therein.

Section 4. Further Assurances. Assignors and Assignee shall execute and deliver from time to time hereafter, upon reasonable request of the other party, all such further documents and instruments, and shall do and perform all such acts as may be necessary or reasonably requested by the other party, to give full effect to the intent and meaning of this Assignment and Assumption.

Section 5. Miscellaneous

5.1 Governing Law. This Assignment and Assumption shall be governed by the laws of the State of Delaware without regard to the conflicts of laws or rules of any other jurisdiction.

5.2 Counterparts. This Assignment and Assumption may be executed in any number of counterparts, provided each of the parties hereto executes at least one counterpart. Each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement.

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IN WITNESS WHEREOF, the undersigned have executed this Assignment and Assumption effective as of the date first written above.

Assignors:

CHARTER COMMUNICATIONS VI, LLC,

a Delaware limited liability company

By: /S/ DEREK CHANG

Name: Derek Chang