1999-080-COX COMMUNICATIONS FRANCHISE AUTHORITY

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other local franchising authority rate orders, (C) complete and correct copies of all FCC rate orders, (D) complete and correct copies of all local franchising authority actions taken with respect to the most recent rate increase, and (E) complete and correct copies of all material correspondence from and/or to any Governmental Authority from November 1, 1994 through the date hereof in connection with the foregoing or relating to rate regulation generally or specific rates charged to subscribers to each Company Entity's business. ' Section 3.13 Tax Matters. (a) Except as disclosed in Schedule 3.13 and with such exceptions as, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) each Company Entity has filed timely all Tax Returns required to be filed, and all such Tax Returns are true, correct and complete in all material respects, (ii) all Tax Returns of each Company Entity filed after the date hereof and prior to the Closing will be made in accordance with applicable Legal Requirements and will be consistent with the past practices of such Company Entity and will be true, correct and complete in all material respects, (iii) each Company Entity has timely paid and will pay all Taxes which have become due and payable or which will become due and payable as shown on any Tax Return referred to in the foregoing two clauses, and (iv) all Taxes payable by or with respect to any Company Entity with respect to any taxable period, or portion thereof, ending on or prior to January 31, 1999 have been fully paid or adequate provision therefor has been made and reflected on the financial statements in the Company SEC Reports. (b) Except as disclosed in Schedule 3.13, and with such exceptions as, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) no Company Entity has received written notice of any proposed or determined Tax deficiency or assessment from any Taxing Governmental Authority, (ii) there are no audits, examinations, requests for information or other administrative proceedings pending with respect to any Company Entity and adequate provision for Taxes with respect to the audits, examinations or other proceedings set forth on Schedule 3.13 has been made and reflected on the financial statements in the Company SEC Reports, (iii) there are no outstanding agreements or waivers by or with respect to any Company Entity that extend the statutory period of limitations applicable to any federal, state or local Tax Returns or Taxes for any period, and (iv) no Company Entity has entered into any closing agreements or other agreements with any Governmental Authority relating to the payment of Taxes by such Company Entity which if not timely paid or discharged may result in the imposition of any Lien on any of the Assets, and there are no Liens for Taxes on the assets of any Company Entity, except for Liens arising by operation oflaw for Taxes not yet due. There will be no Tax allocation or Tax sharing agreement in effect on the Effective Date under which any Company Entity may be liable, and no Company Entity is liable for any unpaid Taxes of any Person (other than the Company Entities) under Treasury Regulations Section 1.1502-6, or any similar provision of state, local or foreign law, as a transferee or successor, by contract or otherwise. ATll90584-8 20