1999-080-COX COMMUNICATIONS FRANCHISE AUTHORITY

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respective properties and to carry on its respective businesses as now conducted. Each of Parent and Merger Sub has all requisite power and authority to execute and deliver this Agreement, the Voting Agreement (as to Parent only) and all of the other agreements, documents, instruments and certificates contemplated by, and executed and delivered by it pursuant to, this Agreement (its "Related Al!feements"), and perform its obligations under this Agreement, the Voting Agreement (as to Parent only) and its Related Agreements. The execution, delivery and performance by each of Parent and Merger Sub of this Agreement, the Voting Agreement (as to Parent only) and its Related Agreements have been duly authorized by each of Parent and Merger Sub and this Agreement and the Voting Agreement (as to Parent only) are, and at the Closing its Related Agreements will be, a valid and binding agreement of each of Parent and Merger Sub enforceable against each of Parent and Merger Sub in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting generally the enforcement of creditors' rights and remedies and general principles of equity, including any limitations on the availability of the remedy of specific performance or injunctive relief regardless of whether specific performance or injunctive relief is sought in a proceeding at law or in equity. Complete and correct copies of each of Parent's and Merger Sub's certificate of incorporation and bylaws, all as amended to date, have been delivered or made available to the Company. Section 43 Govemmental Authorization: Noncontravention. (a) Subject to the receipt by the Company of the Franchise Consents and the License Consents, the execution, delivery and performance by each of Parent and Merger Sub of this Agreement and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby require no action by or in respect of, or filing with, any Governmental Authority, other than: (i) the filing of a certificate of merger with respect to the Merger with the Secretary of State of Delaware and appropriate documents with the relevant authorities of other states in which Merger Sub is qualified to do business; (ii) the filing of articles of merger with respect to the Merger with the Secretary of State of Texas; (iii) compliance with any applicable requirements of the HSR Act; (iv) compliance with any applicable requirements of the Securities Act, the Exchange Act and any other applicable securities laws, whether state or foreign; and (v) any actions or filings the absence of which, individually or in the aggregate, would not be reasonably expected to have a Parent Material Adverse Effect or materially impair or delay the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement. (b) The execution, delivery and performance by each of Parent and Merger Sub of this Agreement and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby do not and will not: (i) contravene, conflict with, or result in any violation or breach of any provision of the certificate of incorporation or bylaws of either Parent or Merger Sub; (ii) assuming compliance with the matters referred to in Section 4.3( a), contravene, conflict with or result in a violation or breach of any provision of any law, rule, regulation, judgment, injunction, order or decree; and (iii) require any consent or other action by any Person under, constitute a default under (or an event that, with or without notice or lapse of time or both, would constitute a default), or cause or permit the termination, cancellation, acceleration, triggering or other change ATI/90584-8 28