1999-080-COX COMMUNICATIONS FRANCHISE AUTHORITY

Home Browse Search

("Purchase Riehts"). Notwithstanding anything to the contrary' in this Agreement, neither Parent nor the Company shall be required in connection with obtaining the required consents or other approvals referred to in this Section 5.6(a) to agree to any prohibition, limitation or other requirement that would (i) prohibit or limit the ownership or operation by such Person or any of its Affiliates of any portion of the business or assets of such Person or any of its Affiliates, or compel such Person or any of its Affiliates to dispose of or hold separate any portion of the business or assets of such Person or any of its Affiliates, or (ii) prohibit such Person or any of its Affiliates from effectively controlling in any material respect the business or operations of such Person or any of its Affiliates. (b) Franchise Renewals and Extensions. From the date hereofthrough Closing, the Company shall cause all requests for renewal under Section 626(a) of the Communications Act to be filed with the proper Governmental Authority with respect to any Franchise as soon as pmcticable after the date which is 36 months prior to the expiration date of any such Franchise (and in no event later than 30 months prior to the expiration date thereof), provided that the Company shall consult with Parent prior to the filing of any such renewal requests (in each case such Franchise is referred to herein as an "Expiring Franchise"). The Company shall (A) cause the Company Entities to use reasonable best efforts to have the respective Governmental Authorities approve the transfer of the Expiring Franchises to Parent without any change in (other than an extension to the franchise term of such Expiring Franchises), or imposition of any adverse condition to, the terms and provisions of such Expiring Franchises as in effect on the date of this Agreement, or (B) cause the Company Entities, in cooperation with Parent, to renew such Expiring Franchises for an additional term beyond their respective current expiration dates on terms and conditions not materially less favorable to the franchisee in the aggregate. Section 5.7 Interim Financial Statements. The Company shall deliver to Parent (i) unaudited monthly opemting statements of each of the Company Entities and month-end billing reports and month-end subscriber reports prepared by the Company or any other Company Entity in the ordinary course of its business (the "Monthlv Statements") within 45 days after the end of each fiscal month, (ii) unaudited quarterly consolidated and consolidating financial statements for the Company within 60 days after the end of each fiscal quarter (other than the fiscal quarter ending October 31) and (iii) audited annual consolidated and consolidating financial statements for the Company within 120 days after the end of any fiscal year (and the Company shall use commercially reasonable efforts to deliver such annual financial statements within 75 days after the end of such fiscal year), for each fiscal month, quarter and year ending between the date of this Agreement and the Closing Date and any other similar regularly prepared materials that Parent may reasonably request. Except as may otherwise be noted therein, the Monthly Statements shall be prepared, and upon delivery of each Monthly Statement to Parent, the Company shall be deemed to represent and warrant to Parent that such Monthly Statement has been prepared in accordance with the books and records of the Company and the other Company Entities and in a manner consistent with the past practice of the relevant Company Entity. Section 5.8 Capital EXDenditures. Notwithstanding anything in this Agreement to the contrary, from the date of this Agreement until Closing, the Company shall make capital A T1190584-8 39