IS NOT REQUIRED TO PAY ANY FEE OR CONSIDERATION; (VI) THE
ADDITION OF ONE OR MORE OF THE HIGH DEFINITION SERVICES LISTED ON SCHEDULE
5.2(X)(VI) OF THE SELLER DISCLOSURE SCHEDULE, WHICH ADDITIONS SHALL NOT, EXCEPT
AS OTHERWISE NOTED ON SCHEDULE 5.2(X)(VI) OF THE SELLER DISCLOSURE SCHEDULE,
REQUIRE SELLER TO PAY ANY FEE OR CONSIDERATION FOR SUCH SERVICES; OR (VII) THE
ADDITION OF THE HIGH DEFINITION SIGNAL OF A NBC, ABC, CBS, OR FOX STATION THAT
IS LICENSED TO THE SAME DESIGNATED MARKET AREA AS THE SYSTEM ON WHICH SUCH
SIGNAL IS BEING LAUNCHED, SO LONG AS SUCH SIGNAL IS A SIMULCAST OF SUCH
STATION'S ANALOG SIGNAL, TO THE EXTENT SELLER IS NOT REQUIRED TO PAY ANY FEE OR
CONSIDERATION FOR SUCH HIGH DEFINITION SIGNAL;
(Y)
NOT FILE A COST-OF-SERVICE RATE JUSTIFICATION;
(Z)
USE COMMERCIALLY REASONABLE EFFORTS TO LAUNCH TELEPHONY AND VIDEO
ON DEMAND SERVICES IN THE CABLE SYSTEMS IDENTIFIED ON SCHEDULE 5.2(Z) OF THE
SELLER DISCLOSURE SCHEDULE SUBSTANTIALLY IN ACCORDANCE WITH THE TIMETABLE SET
FORTH ON SUCH SCHEDULE 5.2(Z), AND PROVIDE BUYER WITH WRITTEN NOTICE PROMPTLY
FOLLOWING ANY SUCH LAUNCH;
(AA)
CONTINUE TO CONDUCT THE BUSINESS IN ACCORDANCE WITH, AND NOT MAKE
ANY CHANGE TO, THE SELLER SUBSCRIBER ACCOUNTING POLICY, INCLUDING AS TO
DISCONNECTS;
(BB)
NOT TRANSFER THE EMPLOYMENT DUTIES OF ANY APPLICABLE EMPLOYEE FROM
ANY CABLE SYSTEM TO A DIFFERENT CABLE SYSTEM OR BUSINESS UNIT OTHER THAN IN THE
ORDINARY COURSE OF BUSINESS;
(CC)
USE COMMERCIALLY REASONABLE EFFORTS TO MAINTAIN OR CAUSE TO BE
MAINTAINED ITS BOOKS AND RECORDS AND ACCOUNTS WITH RESPECT TO EACH SPECIFIED
BUSINESS IN THE USUAL, REGULAR AND ORDINARY MANNER ON A BASIS CONSISTENT WITH
PAST PRACTICE;
(DD)
GIVE OR CAUSE TO BE GIVEN TO BUYER, AND ITS COUNSEL, ACCOUNTANTS
AND OTHER REPRESENTATIVES,
(I) AS SOON AS REASONABLY POSSIBLE, BUT IN ANY EVENT
PRIOR TO THE DATE OF SUBMISSION TO THE APPROPRIATE GOVERNMENT ENTITY, COPIES OF
ALL FCC RATE FORMS 1205, 1210, 1235, AND 1240, AND SIMULTANEOUS WITH, OR AS SOON
AS REASONABLY POSSIBLE AFTER SUBMISSION TO THE APPROPRIATE GOVERNMENT ENTITY,
ANY OTHER FCC FORMS REQUIRED UNDER THE REGULATIONS OF THE FCC PROMULGATED UNDER
THE CABLE ACT THAT ARE PREPARED WITH RESPECT TO ANY OF THE CABLE SYSTEMS AND
(II) AS SOON AS REASONABLY POSSIBLE AFTER FILING COPIES OF ALL COPYRIGHT RETURNS
FILED IN CONNECTION WITH ANY CABLE SYSTEM; PROVIDED, THAT, IN THE CASE OF CLAUSE
(I), BEFORE ANY SUCH FCC FORMS 1205, 1210, 1235, OR 1240 ARE FILED, SELLER AND
BUYER SHALL CONSULT IN GOOD FAITH CONCERNING THE CONTENTS OF SUCH FORMS; AND
98
(EE)
NOT ANNOUNCE AN INTENTION, AUTHORIZE OR ENTER INTO ANY AGREEMENT OR
COMMITMENT WITH RESPECT TO ANY OF THE FOREGOING.
SECTION 5.3
CONDUCT OF PARENT BUSINESS. DURING THE PERIOD FROM THE
DATE HEREOF TO THE CLOSING, EXCEPT AS OTHERWISE EXPRESSLY CONTEMPLATED BY THIS
AGREEMENT, THE PARENT REDEMPTION AGREEMENT, THE TWE REDEMPTION AGREEMENT, THE
EXCHANGE AGREEMENT, AS SET FORTH ON SCHEDULE 5.3 OF THE BUYER DISCLOSURE
SCHEDULE OR AS SELLER OTHERWISE AGREES IN WRITING IN ADVANCE, BUYER SHALL, AND
SHALL