Escrow Release Conditions

Escrow Release Conditions. (i) the Escrow Issuer shall have merged into CCO Holdings and the Issuers shall have, pursuant to a supplemental indenture to the Indenture, assumed all obligations of the Escrow Issuer in respect of the Notes; (ii) all conditions precedent to the consummation of the Acquisition Transactions shall have been satisfied or waived in accordance with the terms of the Acquisition Agreement (other than those conditions that by their terms are to be satisfied substantially concurrently with the... consummation of the Acquisition Transactions) and, substantially concurrently with the consummation of the Acquisition Transactions, Time Warner Cable Inc. and its subsidiaries shall become subsidiaries of CCO Holdings; and (iii) the Escrowed Property shall have been used to consummate the Acquisition Transactions; provided that the terms of the Acquisition Agreement shall not have been amended, modified, consented to or waived and the Acquisition Agreement shall not have been terminated on or prior to the Escrow Release Date except for such amendments, consents or waivers that are not materially adverse to the Issuers or any of their subsidiaries (after giving effect to the consummation of the Acquisition Transactions), taken as a whole, or to the Holders of the Notes (it being understood that any reduction in the purchase price of, or consideration paid for, the Acquisition Transactions are not materially adverse to the interests of the Issuers or any of their Subsidiaries (after giving effect to the consummation of the Acquisition Transactions), taken as a whole, or to the Holders of the Notes) View More