SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
<PAGE>
 
   (c) Tax Opinion. America Online shall have received from Simpson Thacher &
Bartlett, counsel to America Online, on the Closing Date, a written opinion to
the effect that for federal income tax purposes each Merger will constitute an
exchange to which Section 351 of the Code applies or a reorganization within
the meaning of Section 368(a) of the Code, or both. In rendering such opinion,
counsel to America Online shall be entitled to rely upon information,
representations and assumptions provided by Holdco, America Online and Time
Warner substantially in the form of Exhibits 7.2(c)(1), 7.2(c)(2) and 7.2(c)(3)
(allowing for such amendments to the representations as counsel to America
Online deems reasonably necessary).
 
   (d) Time Warner Conditions. The conditions set forth in Section 7.3 (other
than Section 7.3(d)) shall have been satisfied or waived by Time Warner.
 
   7.3 Additional Conditions to Obligations of Time Warner. The obligations of
Time Warner to effect the Time Warner Merger are subject to the satisfaction,
or waiver by Time Warner, on or prior to the Closing Date of the following
additional conditions:
 
   (a) Representations and Warranties. Each of the representations and
warranties of America Online set forth in this Agreement, disregarding all
qualifications and exceptions contained therein relating to materiality or
Material Adverse Effect, shall be true and correct as of the date of this
Agreement and as of the Closing Date as though made on and as of the Closing
Date (except to the extent that such representations and warranties speak as of
another date, in which case such representations and warranties shall be true
and correct as of such other date), except where the failure of such
representations and warranties to be true and correct would not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect
on America Online; and Time Warner shall have received a certificate of a
senior executive officer and a senior financial officer of America Online to
such effect.
 
   (b) Performance of Obligations of America Online. America Online shall have
performed or complied with all agreements and covenants required to be
performed by it under this Agreement at or prior to the Closing Date that are
qualified as to materiality or Material Adverse Effect and shall have performed
or complied in all material respects with all other material agreements and
covenants required to be performed by it under this Agreement at or prior to
the Closing Date that are not so qualified, and Time Warner shall have received
a certificate of a senior executive officer and a senior financial officer of
America Online to such effect.
 
   (c) Tax Opinion. Time Warner shall have received from Cravath, Swaine &
Moore, counsel to Time Warner, on the Closing Date, a written opinion to the
effect that for federal income tax purposes each Merger will constitute an
exchange to which Section 351 of the Code applies or a reorganization within
the meaning of Section 368(a) of the Code, or both. In rendering such opinion,
counsel to Time Warner shall be entitled to rely upon information,
representations and assumptions provided by Holdco, America Online and Time
Warner substantially in the form of Exhibits 7.2(c)(1), 7.2(c)(2) and 7.2(c)(3)
(allowing for such amendments to the representations as counsel to Time Warner
deems reasonably necessary).
 
   (d) America Online Conditions. The conditions set forth in Section 7.2
(other than 7.2(d)) shall have been satisfied or waived by America Online.
 
                                      A-42