1999-080-COX COMMUNICATIONS FRANCHISE AUTHORITY

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Material Adverse Effect or that would prevent the consummation of the transactions contemplated by this Agreement in the manner provided in this Agreement. Section 6.6 Tax Ooinion. Parent shall have received an opinion from Parent's tax 'counsel to the effect that, if the Merger is consU1IllIlated in accordance with the provisions of this Agreement, the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code. Section 6.7 Shareholder Approval. The Company Shareholders' Approval shall have been obtained in accordance with applicable Legal Requirements and the articles of incorporation and bylaws of the Company and the provisions of Section 5.4 hereof. Section 6.8 Recistration Statement. The Registration Statement shall have been declared effective and shall be effective at the Effective Time, and no stop order suspending effectiveness shall have been issued, no action, suit, proceeding or investigation by the SEC to suspend the effectiveness thereof shall have been initiated and be continuing. ARTICLE SEVEN CONDITIONS OF COMPANY'S OBUGA nONS Section 7.1 In General. The obligations of the Company to complete the transactions provided for in this Agreement are subject to all of the conditions set forth below in this Article Seven. any of which may be waived in writing by the Company. Section 7.2 Performance bv Parent and Merger Sub. Parent and Merger Sub shall have performed in all material respects all of their respective agreements and covenants under this Agreement (including, but not limited to, making, or standing willing and able to make, the deliveries and taking, or standing willing and able to take, the actions required by Section 83, but excluding the covenants and agreements set forth in Section 5.1(b)) to the extent such are required to be performed at or prior to the Closing. Section 73 Truth of Reoresentations and Warranties. Each of the representations and warranties of Parent and Merger Sub contained in this Agreement (i) if specifically qualified by materiality, shall be true and complete as so qualified, and (ii) if not qualified by materiality, shall be true and complete in all material respects, in each such case, on and as of the date hereof and as of the Closing Date, with the same effect as if then made, except where any such representation or warranty is as of a specific earlier date in which event it shall remain true and correct (as qualified) as of such earlier date, and except as any such representation or warranty may be affected by specific transactions or occurrences contemplated in or permitted by this Agreement or any Related Agreement. The foregoing notwithstanding, the Closing condition set forth above in this Section 7.4 shall be deemed satisfied unless the failure of such representations and warranties to be so true and complete in all material respects, if not qualified by materiality, and true and complete as so qualified, if qualified by materiality, shall individually or in the aggregate constitute a Parent ATl/90584-8 45