SECTION 6.2; IT BEING UNDERSTOOD THAT MOST RELEVANT INFORMATION IS LIKELY TO BE
IN THE POSSESSION OF THE ISSUER OR COMCAST.
(F)
IN PREPARATION FOR ANY DISPOSITION (OTHER THAN THE FINAL
DISTRIBUTION OR AN ADDITIONAL DISPOSITION), THE STOCKHOLDER AND ADELPHIA SHALL
USE COMMERCIALLY REASONABLE EFFORTS TO OBTAIN "COLD COMFORT" LETTERS ADDRESSED
TO THE ISSUER AND THE COUNTERPARTIES AND DATED THE EFFECTIVE DATE OF THE
REGISTRATION STATEMENT AND THE
23
DATE OF THE CLOSING UNDER THE AGREEMENT RELATING TO SUCH DISPOSITION FROM
ADELPHIA'S INDEPENDENT PUBLIC ACCOUNTANTS WITH RESPECT TO THE ADELPHIA FINANCIAL
INFORMATION IN CUSTOMARY FORM AND COVERING SUCH MATTERS OF THE TYPE CUSTOMARILY
COVERED BY "COLD COMFORT" LETTERS DELIVERED IN A FIRM-COMMITMENT UNDERWRITTEN
PUBLIC OFFERING.
(G)
IN CONNECTION WITH THE REGISTRATION PROCESS WITH RESPECT TO EACH
DISPOSITION, THE STOCKHOLDER AND ADELPHIA SHALL:
(I)
USE COMMERCIALLY REASONABLE EFFORTS TO CAUSE THE INDEPENDENT
AUDITOR OF ADELPHIA TO PROVIDE ANY CONSENTS WITH RESPECT TO THE ADELPHIA
FINANCIAL INFORMATION THAT ARE REQUIRED FOR OFFERINGS REGISTERED UNDER THE
SECURITIES ACT; AND
(II)
USE COMMERCIALLY REASONABLE EFFORTS TO CAUSE THE INDEPENDENT
AUDITOR OF ADELPHIA TO COOPERATE IN EACH DISPOSITION, INCLUDING BY PARTICIPATING
IN MEETINGS, DRAFTING SESSIONS AND DUE DILIGENCE SESSIONS AND COOPERATING WITH
THE ISSUER IN GOOD FAITH TO RESPOND TO ANY COMMENTS FROM THE COMMISSION OR ANY
OTHER GOVERNMENTAL ENTITY WITH RESPECT TO THE ADELPHIA FINANCIAL INFORMATION.
6.3
Notice to Discontinue; Blackout Periods.
(A)
THE ISSUER SHALL PROMPTLY NOTIFY THE STOCKHOLDER (I) UPON
DISCOVERY THAT, OR UPON THE HAPPENING OF ANY EVENT AS A RESULT OF WHICH, THE
PROSPECTUS OR THE REGISTRATION STATEMENT INCLUDES AN UNTRUE STATEMENT OF A
MATERIAL FACT OR OMITS TO STATE ANY MATERIAL FACT REQUIRED TO BE STATED THEREIN
OR NECESSARY TO MAKE THE STATEMENTS THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER
WHICH THEY WERE MADE, NOT MISLEADING, OR OF THE OCCURRENCE OF ANY EVENT
SPECIFIED IN SECTION 6.3(B) THAT RESULTS IN THE ISSUER DELAYING OR NOT TAKING A
REGISTRATION ACTION, (II) OF THE ISSUANCE BY THE COMMISSION OF ANY STOP ORDER
SUSPENDING THE EFFECTIVENESS OF THE REGISTRATION STATEMENT OR (III) OF ANY
WRITTEN REQUEST BY THE COMMISSION FOR (A) AMENDMENTS TO THE REGISTRATION
STATEMENT OR ANY DOCUMENT INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE
IN THE REGISTRATION STATEMENT, (B) SUPPLEMENTS OR AMENDMENTS TO THE PROSPECTUS
OR (C) ADDITIONAL INFORMATION.
IMMEDIATELY FOLLOWING ANY SUCH EVENT (X) UPON
THE REQUEST OF THE ISSUER, THE STOCKHOLDER SHALL SUSPEND THE USE OF THE
PROSPECTUS AND SHALL NOT SELL OR DISTRIBUTE ANY REGISTRABLE SECURITIES PURSUANT
TO THE REGISTRATION STATEMENT UNTIL THE STOCKHOLDER HAS RECEIVED COPIES OF THE
SUPPLEMENTED OR AMENDED PROSPECTUS OR UNTIL IT IS ADVISED BY THE ISSUER THAT THE
PROSPECTUS MAY BE USED, AND (Y) THE ISSUER SHALL USE COMMERCIALLY REASONABLE
EFFORTS TO, AS PROMPTLY AS PRACTICABLE OR IN THE CASE OF AN EVENT SPECIFIED IN
SECTION 6.3(B), BY THE END OF THE BLACKOUT PERIOD (AS DEFINED BELOW), IF
NECESSARY, PREPARE AND FILE A POST-EFFECTIVE AMENDMENT TO THE REGISTRATION
STATEMENT OR A SUPPLEMENT OR AMENDMENT TO THE RELATED PROSPECTUS OR ANY