1999-080-COX COMMUNICATIONS FRANCHISE AUTHORITY

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statements therein not misleading. If at any time prior to'the Effective Time any event or circumstance relating to the Company or any other Company Entity, or their respective officers or directors, should be discovered by the Company that should be set forth in an amendment or a supplement to the Proxy Statement or Registration Statement, the Company shall promptly inform Parent. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated hereby will comply as to form in all material respects With the applicable requirements of the DGCL, the TBCA, the Securities Act and the Exchange Act. (e) The information supplied by Parent for inclusion in the Proxy Statement and included by Parent in the Registration Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Materials (or any amendment of or supplement to the Proxy Materials) are first mailed to the shareholders of the Company, (iii) the time of the Company Shareholders' Meeting, and (iv) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to Parent or any Parent Subsidiary, or their respective officers or directors, should be discovered by Parent that should be set forth in an amendment or a supplement to the Proxy Statement or Registration Statement, Parent shall promptly inform the Company. All documents that Parent is responsible for filing with the SEC in connection with the transactions contemplated by this Agreement will comply as to form in all material respects with the applicable requirements of the DGCL, the TBCA, the Securities Act and the Exchange Act. Section 5.12 Other Parent Transactions. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall prevent or restrict Parent and its Subsidiaries from engaging in any merger, acquisition, business combination or other transaction (whether or not Parent is the surviving corporation); provided that such merger, acquisition, business combination or other transaction would not (i) prevent, or delay beyond the Termination Date, the ability of Parent to consummate the Merger or (ii) cause the Merger to fail to qualifY as a reorganization within the meaning of Section 36&(a) of the Code. Section 5.13 Directors' and Officers' Indemnification and Insurance. (a) The Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, indemnifY and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees of any Company Entity (the "Indemnified Parties") to the same extent such persons are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company pursuant to the Company's articles of incorporation, bylaws and indemnification agreements: if any, in existence on the date hereof with any directors, officers and employees of the Company and the other Company Entities for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby). Parent shall also obtain and maintain directors' and officers' liability insurance coverage for the Indemnified Parties to the extent that it obtains and maintains any such coverage for its officers and directors. AT 1/90584-8 42