1999-080-COX COMMUNICATIONS FRANCHISE AUTHORITY

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(c) On the Closing Date, the fair market value of the assets of the Company transferred to Merger Sub in the Merger will exceed the amount of liabilities to which such transferred assets are subject and any other liabilities assumed by Merger Sub in the Merger. (d) There is no indebtedness existing between Parent and the Company or between Merger Sub and the Company that was issued, acquired or will be settled at a discount. (e) The Company is not an investment company as defined in Sections 368(a)(2)(F)(iii) and (iv) of the Code. (f) The Company is not under the jurisdiction of a court in a title 11 or similar case within the meaning of Section 368(a)(3)(A) of the Code. (g) The liabilities of the Company assumed by Merger Sub and the liabilities to which the transferred assets of the Company are subject were incurred in the ordinary course of the business of the Company. (h) The Company will not cause an extraordinary distribution with respect to Company Common Stock to occur in connection with the Merger. The Company also has not participated, and in connection with the Merger, will not participate, in a redemption or acquisition of the Company Common Stock made by the Company or a Person related to the Company. Any reference to the Company includes a reference to any successor or predecessor of the Company, except that Parent is not treated as a successor of the Company. A corporation will be treated as related to another corporation if they are both members of the same affiliated group within the meaning of Section 1504 of the Code (without regard to the exceptions in Section 1504(b) of the Code) or they are related as described in Section 304(a)(2) of the Code (disregarding Treasury Regulations Section 1.1502-80(b )), in either case whether such relationship exists immediately before or immediately after the acquisition. (i) The fair market value of the Parent Class A Common Stock and other consideration received by each holder of the Company Common Stock will be approximately equal to the fair market value ofthe Company Common Stock surrendered in the exchange. G) The CompallY and the holders of the Company Common Stock will pay their respective expenses, if any, incurred in connection with the Merger. Section 3.20 1ntellectual Pronertv. 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, each of the Company Entities owns or has a valid license to use each trademark, service mark, trade name, invention, patent, trade secret, copyright, know-how (including any registrations or applications for registration of any of the foregoing) or any other similar type of proprietary intellectual property right (collectively, the "Intellectual Propertv") necessary to carry on its business substantially as currently conducted. No Company Entity has received any notice of infringement of or conflict with, and to the knowledge of the Company, there are no infringements of or conflicts ATI/90584-8 23