1999-080-COX COMMUNICATIONS FRANCHISE AUTHORITY

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stockholders, Parent's Affiliates (and their respective directors',' officers, employees, partners and stockholders), Parent's counselor other professional advisors, and any Person whose consent or waiver may be necessary or desirable in order to consummate the transactions contemplated hereby shall not be deemed to be "intended for" or to "result in public dissemination," for the purposes of this Section 1 0.1. ~ Section 10.2 Injunctive Reliefand Survival. The parties to this Agreement expressly agree that, in addition to any other right or remedy the others may have, such other party may seek and obtain specific performance of the covenants and agreements set forth in or made pursuant to Section 10.1 above and temporary and permanent injunctive relief to prevent any breach or violation thereof, and that no bond or other security may be required from such other party in connection therewith. This Article Ten will survive the termination of this Agreement. ARTICLE ELEVEN MISCELLANEOUS Section 11.1 Amendments: Waivers. This Agreement may only be amended pursuant to a written agreement executed by all the parties to this Agreement, and no waiver of compliance with any provision or condition of this Agreement and no consent provided for in this Agreement shall be effective unless evidenced by a written instrument executed by the party to this Agreement sought to be charged with such waiver or consent; provided, however, that after adoption of this Agreement by the shareholders of the Company, no amendment or waiver of this Agreement shall be effective that requires the approval of the shareholders of the Company unless the required approval is obtained. No waiver of any term or provision of this Agreement shall be construed as a further or continuing waiver of such term or provision or any other term or provision. Section 11.2 Entire AQIeement. This Agreement, the Related Agreements, the Voting Agreement, the Confidentiality Agreement and the Exhibits and Schedules to this Agreement set forth the entire understanding of the parties and supersedes any and all prior agreements, memoranda, arrangements and understandings relating to the subject matter of this Agreement. No representation, warranty, promise, inducement or statement of intention has been made by any party which is not contained in this Agreement, the Related Agreements, the Voting Agreement or Schedules or Exhibits to this Agreement and no party shall be bound by, or be liable for, any alleged representation, promise, inducement or statement of intention not contained herein or therein. Section 11.3 Binding Effect: Assignment. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. No party to this Agreement may assign its rights or delegate its obligations under this Agreement to any other Person without the express prior written consent of the other parties hereto. Any such assignment or transfer made without the prior written consent of the other parties hereto shall be null and void. Section 11.4 Construction: Counteroarts. The Article, Section and paragraph headings of this Agreement are for convenience of reference only and do not form a part of this Agreement and ATI/90584-8 52