1999-080-COX COMMUNICATIONS FRANCHISE AUTHORITY

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centuries, the years 1999 and 2000, and leap year calculations and (ii) operate accurately with other software and hardware that use standard date format (4 digits) fOT representation of the year. Section 3.26 Opinion of Financial Advisor. The Company has received an opinion of the Advisor to the effect that, as of the date hereof, from a financial point of view, the Consideration is fair to the holders of Company Common Stock. ' Section 3.27 Contracts. No Company Entity is a party to or bound by (a) any "material contract" (as such term is defined in Item 60I(b)(IO) of Regulation S-K of the SEC except as disclosed in the Company SEC Reports) or any agreement, contract or commitment that would be such a "material contract" but for the exception for contracts entered into in the ordinary course of business, or (b) any non-competition agreement or any other agreement or obligation which materially limits or will materially limit any Company Entity (or after the Merger, Parent, Merger Sub or any Affiliate thereof) from engaging in the business of providing cable television, telephony or data transmission services. With such exceptions as, individually or in the aggregate, have not had, and would not be reasonably expected to have, a Company Material Adverse Effect, (i) each of the contracts, agreements and commitments of the Company Entities is valid and in full force and effect and (ii) none of the Company Entities has violated any provision of, or committed or failed to perform any act which, with or without notice, lapse of time or both, would constitute a default under the provisions of any such contract, agreement or commitment. To the knowledge of the Company, no counterparty to any such contract, agreement or commitment has violated any provision of, or committed or failed to perform any act which, with or without notice, lapse of time or both would constitute a default or other breach under the provisions of, such contract, agreement or commitment, except for defaults or breaches which, individually or in the aggregate, have not had, or would not reasonably be expected to have a Company Material Adverse Effect. None of the Company Entities is a party to, or otherwise a guarantor of or liable with respect to, any interest rate, currency or other swap or derivative transaction, other than any such transactions which are not material to the business of the Company. The Company has delivered or made available to Parent a copy of each agreement described in items (a) and (b) above. ARTICLE FOUR REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB Section 4.1 In General. Parent and Merger Sub, subject to the disclosures set forth in the Schedules hereto, each makes the following representations and warranties set forth below in this Article Four to the Company to induce the Company to enter into this Agreement. Section 4.2 Organization and Authoritv. Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and is qualified to do business, and is in good standing, as a foreign corporation where such qualification is necessary, except where the failure to be so qualified would not have a Parent Material Adverse Effect. Each of Parent and Merger Sub has all requisite power and authority to own and operate its A Tl/90584-8 27