Common use of Additional Financial Information Clause in Contracts

Additional Financial Information. (a) Seller shall use commercially reasonable efforts, and shall cause its Affiliates to use commercially reasonable efforts, to provide Buyer with financial statements and related information (collectively, “Financial Information”) sufficient to permit Buyer or its Affiliates to fulfill their obligations to include financial disclosure relating to each Specified Business and, if required, the Friendco Business and the Group 2 Systems, on a timely basis in any report under the Exchange Act and, if Buyer or any of Buyer’s Affiliates undertakes an offering of securities prior to the Closing, the Securities Act (it being understood that the foregoing shall not require Seller to file or furnish any periodic or current reports that are required to be filed prior to the date hereof under the Exchange Act with the SEC). If some or all of the Financial Information is included in or incorporated by reference into a prospectus for an offering of securities by Buyer or any of Buyer’s Subsidiaries prior to the Closing, Seller shall, and shall cause its Affiliates to, use commercially reasonable efforts to cause the independent auditors of Seller to provide customary assistance to Buyer or such Subsidiary and its underwriters in connection with such financing, including the provision of consent and comfort letters addressed to the [SEC]Buyer, comfort letters addressed to the underwriters, participation in due diligence matters with respect to such offering and assistance in responding to comments or questions from the SEC with respect to the Financial Information. Buyer shall reimburse Seller for the reasonable costs and expenses incurred by Seller pursuant to this Section 5.9(a), including reasonable out-of-pocket costs and any incremental costs and expenses necessary to comply with this Section 5.9(a) (including all necessary incentive compensation) (unless and to the extent compliance with this Section 5.9(a) is waived by Buyer prior to the incurrence of such costs and expenses). Seller shall give Buyer reasonable advance notice of the type and the amount of such costs and expenses prior to the incurrence thereof. (b) As soon as reasonably practicable (and, in any event, prior to the Closing), Seller shall, and shall cause its Affiliates to, use commercially reasonable efforts, to provide Buyer with a copy of (i) the consolidated audited balance sheets and audited statements of income, stockholders equity and cash flows for each Specified Business reflecting the allocation of Shared Assets and Liabilities pursuant to the Designated Allocation and Section 2.5 (provided, that, but subject to clause (iii) below, such financial statements do not need to be provided for the Group 2 Business for any period prior to January 1, 2004), at and for the fiscal years ended December 31, 2002 (unless statements at and for the fiscal year ended December 31, 2005 are provided as set forth below), December 31, 2003, December 31, 2004, and, if the Closing shall not have occurred on or prior to March 31, 2006 (or if such statements are otherwise available) December 31, 2005 (as modified by the proviso to clause (i) of this Section 5.9(b), the “Derivative Audited Financial Statements”), (ii) the consolidated audited balance sheets and audited statements of income, stockholders’ equity and cash flows for Seller and its Affiliates for the fiscal years ended December 31, 2004, and, if the Closing shall not have occurred on or prior to March 31, 2006 (or if such statements are otherwise available), December 31, 2005 (the “Seller Audited Financial Statements”), and (iii) the unaudited balance sheets and unaudited statements of income, stockholders’ equity and cash flows for each Group 2 System for the fiscal years ended December 31, 2002 (unless the Derivative Audited Financial Statements include consolidated audited balance sheets and audited statements of income, stockholders equity and cash flows for each Specified Business for the fiscal year ended December 31, 2005 are provided as set forth above), and December 31, 2003 (the “MCE Financial Statements” and, together with the Derivative Audited Financial Statements and the Seller Audited Financial Statements, the “Additional Financial Statements”); provided, that Buyer shall reimburse Seller for the reasonable costs and expenses incurred by Seller in connection with the preparation of the Derivative Audited Financial Statements and the MCE Financial Statements, including reasonable out-of-pocket costs and any incremental costs and expenses necessary to comply with this Section 5.9(b) (including all necessary incentive compensation). Seller shall give Buyer reasonable advance notice of the type and the amount of such costs and expenses prior to the incurrence thereof. (c) Buyer shall use its commercially reasonable efforts to obtain relief from the staff of the SEC from Buyer’s obligations to include financial statements with respect to periods ending on or prior to December 31, 2002 required by Section 5.9(a) or Section 5.9(b) in Buyer’s filings under the Securities Act or Exchange Act. Seller shall cooperate with Buyer in respect of the obtaining of any such relief.

Additional Financial Information. (a) Seller shall use commercially reasonable efforts, and shall cause its Affiliates to use commercially reasonable efforts, to provide Buyer with financial statements and related information (collectively, “Financial Information”) sufficient to permit Buyer or its Affiliates to fulfill their obligations to include financial disclosure relating to each Specified Business and, if required, the Friendco Business and the Group 2 Systems, on a timely basis in any report under the Exchange Act and, if Buyer or any of Buyer’s Affiliates undertakes an offering of securities prior to the Closing, the Securities Act (it being understood that the foregoing shall not require Seller to file or furnish any periodic or current reports that are required to be filed prior to the date hereof under the Exchange Act with the SEC). If some or all of the Financial Information is included in or incorporated by reference into a prospectus for an offering of securities by Buyer or any of Buyer’s Subsidiaries prior to the Closing, Seller shall, and shall cause its Affiliates to, use commercially reasonable efforts to cause the independent auditors of Seller to provide customary assistance to Buyer or such Subsidiary and its underwriters in connection with such financing, including the provision of consent and comfort letters addressed to the [SEC]BuyerSEC] Buyer, comfort letters addressed to the underwriters, participation in due diligence matters with respect to such offering and assistance in responding to comments or questions from the SEC with respect to the Financial Information. Buyer shall reimburse Seller for the reasonable costs and expenses incurred by Seller pursuant to this Section 5.9(a), including reasonable out-of-pocket costs and any incremental costs and expenses necessary to comply with this Section 5.9(a) (including all necessary incentive compensation) (unless and to the extent compliance with this Section 5.9(a) is waived by Buyer prior to the incurrence of such costs and expenses). Seller shall give Buyer reasonable advance notice of the type and the amount of such costs and expenses prior to the incurrence thereof. (b) As soon as reasonably practicable (and, in any event, prior to the Closing), Seller shall, and shall cause its Affiliates to, use commercially reasonable efforts, to provide Buyer with a copy of (i) the consolidated audited balance sheets and audited statements of income, stockholders equity and cash flows for each Specified Business reflecting the allocation of Shared Assets and Liabilities pursuant to the Designated Allocation and Section 2.5 (provided, that, but subject to clause (iii) below, such financial statements do not need to be provided for the Group 2 Business for any period prior to January 1, 2004), at and for the fiscal years ended December 31, 2002 (unless statements at and for the fiscal year ended December 31, 2005 are provided as set forth below), December 31, 2003, December 31, 2004, and, if the Closing shall not have occurred on or prior to March 31, 2006 (or if such statements are otherwise available) December 31, 2005 (as modified by the proviso to clause (i) of this Section 5.9(b), the “Derivative Audited Financial Statements”), (ii) the consolidated audited balance sheets and audited statements of income, stockholders’ equity and cash flows for Seller and its Affiliates for the fiscal years ended December 31, 2004, and, if the Closing shall not have occurred on or prior to March 31, 2006 (or if such statements are otherwise available), December 31, 2005 (the “Seller Audited Financial Statements”), and (iii) the unaudited balance sheets and unaudited statements of income, stockholders’ equity and cash flows for each Group 2 System for the fiscal years ended December 31, 2002 (unless the Derivative Audited Financial Statements include consolidated audited balance sheets and audited statements of income, stockholders equity and cash flows for each Specified Business for the fiscal year ended December 31, 2005 are provided as set forth above), and December 31, 2003 (the “MCE Financial Statements” and, together with the Derivative Audited Financial Statements and the Seller Audited Financial Statements, the “Additional Financial Statements”); provided, that Buyer shall reimburse Seller for the reasonable costs and expenses incurred by Seller in connection with the preparation of the Derivative Audited Financial Statements and the MCE Financial Statements, including reasonable out-of-pocket costs and any incremental costs and expenses necessary to comply with this Section 5.9(b) (including all necessary incentive compensation). Seller shall give Buyer reasonable advance notice of the type and the amount of such costs and expenses prior to the incurrence thereof. (c) Buyer shall use its commercially reasonable efforts to obtain relief from the staff of the SEC from Buyer’s obligations to include financial statements with respect to periods ending on or prior to December 31, 2002 required by Section 5.9(a) or Section 5.9(b) in Buyer’s filings under the Securities Act or Exchange Act. Seller shall cooperate with Buyer in respect of the obtaining of any such relief.

Additional Financial Information. (a) Seller Comcast shall use its commercially reasonable efforts, and shall cause each of its Affiliates to use its commercially reasonable efforts, to provide Buyer TWC and its Affiliates with financial statements and related information (collectively, “Comcast Financial Information”) sufficient to permit Buyer or its Affiliates any of them to fulfill their obligations to include financial disclosure relating to each Specified Business and, if required, the Friendco Business Comcast Transferred Systems (to the extent in the possession of Comcast or its Affiliates or their respective representatives and the Group 2 Systemsadvisors), on a timely basis in any report under the Exchange Act and, if Buyer or any of Buyer’s Affiliates them undertakes an offering of securities prior to the Closing, the Securities Act (it being understood that the foregoing shall not require Seller to file or furnish any periodic or current reports that are required to be filed prior to the date hereof under the Exchange Act with the SEC)Act. If some or all of the Comcast Financial Information is included in or incorporated by reference into a prospectus for an offering of securities by Buyer TWC or any of Buyer’s Subsidiaries its Affiliates prior to the Closing, Seller shall, and Comcast shall cause use its Affiliates to, use commercially reasonable efforts to cause the independent auditors of Seller Comcast to provide customary assistance to Buyer or such Subsidiary TWC and its Affiliates and its underwriters in connection with such financing, including the provision of consent and comfort letters addressed to the [SEC]BuyerSEC, comfort letters addressed to the underwriters, participation in due diligence matters with respect to such offering and assistance in responding to comments or questions from the SEC with respect to the Comcast Financial Information. Buyer Time Warner Cable shall reimburse Seller Comcast for the reasonable costs and expenses incurred by Seller the Comcast Group pursuant to this Section 5.9(a6.22(a), including reasonable out-of-pocket costs and any incremental costs and expenses necessary to comply with this Section 5.9(a) (including all necessary incentive compensation) (unless and to the extent compliance with this Section 5.9(a) is waived by Buyer prior to the incurrence of such costs and expenses). Seller Comcast shall give Buyer TWC reasonable advance notice of the type and the amount of such costs and expenses prior to the incurrence thereof. (b) As soon as reasonably practicable Time Warner Cable shall use its commercially reasonable efforts to, and shall cause each of its Affiliates to use its commercially reasonable efforts to, provide Comcast and its Affiliates with financial statements and related information (collectively, “Time Warner Cable Financial Information”) sufficient to permit any of them to fulfill their obligations to include financial disclosure relating to the TWC Transferred Systems (to the extent in the possession of TWC or its Affiliates or their respective representatives and advisors), on a timely basis under the Exchange Act and, if any of them undertakes an offering of securities prior to Closing, the Securities Act. If some or all of the Time Warner Cable Financial Information is included in or incorporated by reference into a prospectus for an offering of securities by Comcast or any event, of its Affiliates prior to the Closing), Seller shall, and Time Warner Cable shall cause use its Affiliates to, use commercially reasonable efforts, efforts to cause the independent auditors of Time Warner Cable to provide Buyer with a copy of (i) the consolidated audited balance sheets and audited statements of income, stockholders equity and cash flows for each Specified Business reflecting the allocation of Shared Assets and Liabilities pursuant customary assistance to the Designated Allocation and Section 2.5 (provided, that, but subject to clause (iii) below, such financial statements do not need to be provided for the Group 2 Business for any period prior to January 1, 2004), at and for the fiscal years ended December 31, 2002 (unless statements at and for the fiscal year ended December 31, 2005 are provided as set forth below), December 31, 2003, December 31, 2004, and, if the Closing shall not have occurred on or prior to March 31, 2006 (or if such statements are otherwise available) December 31, 2005 (as modified by the proviso to clause (i) of this Section 5.9(b), the “Derivative Audited Financial Statements”), (ii) the consolidated audited balance sheets and audited statements of income, stockholders’ equity and cash flows for Seller Comcast and its Affiliates for and its underwriters in connection with such financing, including the fiscal years ended December 31provision of consent and comfort letters addressed to the SEC, 2004comfort letters addressed to the underwriters, and, if participation in due diligence matters with respect to such offering and assistance in responding to comments or questions from the Closing shall not have occurred on or prior SEC with respect to March 31, 2006 (or if such statements are otherwise available), December 31, 2005 (the “Seller Audited Time Warner Cable Financial Statements”), and (iii) the unaudited balance sheets and unaudited statements of income, stockholders’ equity and cash flows for each Group 2 System for the fiscal years ended December 31, 2002 (unless the Derivative Audited Financial Statements include consolidated audited balance sheets and audited statements of income, stockholders equity and cash flows for each Specified Business for the fiscal year ended December 31, 2005 are provided as set forth above), and December 31, 2003 (the “MCE Financial Statements” and, together with the Derivative Audited Financial Statements and the Seller Audited Financial Statements, the “Additional Financial Statements”); provided, that Buyer Information. Comcast shall reimburse Seller Time Warner Cable for the reasonable costs and expenses incurred by Seller in connection with the preparation of the Derivative Audited Financial Statements and the MCE Financial StatementsTWC Group pursuant to this Section 6.22(b), including reasonable out-of-pocket costs and any incremental costs and expenses necessary to comply with this Section 5.9(b) (including all necessary incentive compensation)expenses. Seller TWC shall give Buyer Comcast reasonable advance notice of the type and the amount of such costs and expenses prior to the incurrence thereof. (c) Buyer shall use its commercially reasonable efforts to obtain relief from the staff of the SEC from Buyer’s obligations to include financial statements with respect to periods ending on or prior to December 31, 2002 required by Section 5.9(a) or Section 5.9(b) in Buyer’s filings under the Securities Act or Exchange Act. Seller shall cooperate with Buyer in respect of the obtaining of any such relief.

Additional Financial Information. (a) Seller shall use commercially reasonable efforts, and shall cause its Affiliates to use commercially reasonable efforts, to provide Buyer with financial statements and related information (collectively, “"Financial Information”") sufficient to permit Buyer Parent or its Affiliates to fulfill their its obligations to include financial disclosure relating to each Specified Business and, if required, the Friendco Business and the Group 2 MCE Systems, on a timely basis in any report under the Exchange Act and, if Buyer Buyer, Parent or any of Buyer’s Parent's Affiliates undertakes an offering of securities prior to the Closing, the Securities Act (it being understood that the foregoing shall not require Seller to file or furnish any periodic or current reports that are required to be filed prior to the date hereof under the Exchange Act with the SECSEC (which reports are addressed by Section 5.19)). If some or all of the Financial Information is included in or incorporated by reference into a prospectus for an offering of securities by Buyer Parent or any of Buyer’s Parent's Subsidiaries prior to the Closing, Seller shall, and shall cause its Affiliates to, use commercially reasonable efforts to cause the independent auditors of Seller to provide customary assistance to Buyer Buyer, Parent or such Subsidiary and its underwriters in connection with such financing, including the provision of consent and comfort letters addressed to the [SEC]BuyerSEC, comfort letters addressed to the underwriters, participation in due diligence matters with respect to such offering and assistance in responding to comments or questions from the SEC with respect to the Financial Information. Buyer shall reimburse Seller for the reasonable costs and expenses incurred by Seller pursuant to this Section 5.9(a5.11(a), including 113 reasonable out-of-pocket costs and any incremental costs and expenses necessary to comply with this Section 5.9(a5.11(a) (including all necessary incentive compensation) (unless and to the extent compliance with this Section 5.9(a5.11(a) is waived by Buyer prior to the incurrence of such costs and expenses). Seller shall give Buyer reasonable advance notice of the type and the amount of such costs and expenses prior to the incurrence thereof. (b) As soon as reasonably practicable (and, in any event, prior to the Closing), Seller shall, and shall cause its Affiliates to, use commercially reasonable efforts, to provide Buyer with a copy of (i) the consolidated audited balance sheets and audited statements of income, stockholders equity and cash flows for each Specified Business reflecting the allocation of Shared Assets and Liabilities pursuant to the Designated Allocation and Section 2.5 2.3 (providedassuming, that, but subject with respect to clause (iii) below, such financial statements do not need to be provided for the Group 2 Business for any period prior to January 1, 2004, the exclusion of the MCE Systems and the MCE Systems (as defined in the Friendco Purchase Agreement) from each such Specified Business), at and for the fiscal years ended December 31, 2002 (unless statements at and for the fiscal year ended December 31, 2005 are provided as set forth below), December 31, 2003, December 31, 2004, and, if the Closing shall not have occurred on or prior to March 31, 2006 (or if such statements are otherwise available) December 31, 2005 (as modified by the proviso to clause (i) of this Section 5.9(b), the “"Derivative Audited Financial Statements”"), (ii) the consolidated audited balance sheets and audited statements of income, stockholders’ ' equity and cash flows for Seller and its Affiliates for the fiscal years ended December 31, 2004, and, if the Closing shall not have occurred on or prior to March 31, 2006 (or if such statements are otherwise available), December 31, 2005 (the “"Seller Audited Financial Statements”"), and (iii) the unaudited balance sheets and unaudited statements of income, stockholders’ ' equity and cash flows for each Group 2 MCE System for the fiscal years ended December 31, 2002 (unless the Derivative Audited Financial Statements include consolidated audited balance sheets and audited statements of income, stockholders equity and cash flows for each Specified Business for the fiscal year ended December 31, 2005 are provided as set forth above), and December 31, 2003 (the “"MCE Financial Statements” " and, together with the Derivative Audited Financial Statements and the Seller Audited Financial Statements, the “"Additional Financial Statements”"); provided, that Buyer shall reimburse Seller for the reasonable costs and expenses incurred by Seller in connection with the preparation of the Derivative Audited Financial Statements and the MCE Financial Statements, including reasonable out-of-pocket costs and any incremental costs and expenses necessary to comply with this Section 5.9(b5.11(b) (including all necessary incentive compensation). Seller shall give Buyer reasonable advance notice of the type and the amount of such costs and expenses prior to the incurrence thereof. (c) Buyer shall use its commercially reasonable efforts to obtain relief from the staff of the SEC from Buyer’s Parent's obligations to include financial statements with respect to periods ending on or prior to December 31, 2002 required by Section 5.9(a5.11(a) or Section 5.9(b5.11(b) in Buyer’s Parent's filings under the Securities Act or Exchange Act. Seller shall cooperate with Buyer in respect of the obtaining of any such relief.

Additional Financial Information. (a) Seller Comcast shall use its commercially reasonable efforts, and shall cause each of its Affiliates to use its commercially reasonable efforts, to provide Buyer TWC and its Affiliates with financial statements and related information (collectively, “Comcast Financial Information”) sufficient to permit Buyer or its Affiliates any of them to fulfill their obligations to include financial disclosure relating to each Specified Business and, if required, the Friendco Business Comcast Transferred Systems (to the extent in the possession of Comcast or its Affiliates or their respective representatives and the Group 2 Systemsadvisors), on a timely basis in any report under the Exchange Act and, if Buyer or any of Buyer’s Affiliates them undertakes an offering of securities prior to the Closing, the Securities Act (it being understood that the foregoing shall not require Seller to file or furnish any periodic or current reports that are required to be filed prior to the date hereof under the Exchange Act with the SEC)Act. If some or all of the Comcast Financial Information is included in or incorporated by reference into a prospectus for an offering of securities by Buyer TWC or any of Buyer’s Subsidiaries its Affiliates prior to the Closing, Seller shall, and Comcast shall cause use its Affiliates to, use commercially reasonable efforts to cause the independent auditors of Seller Comcast to provide customary assistance to Buyer or such Subsidiary TWC and its Affiliates and its underwriters in connection with such financing, including the provision of consent and comfort letters addressed to [the [SEC]BuyerSEC]TWC, comfort letters addressed to the underwriters, participation in due diligence matters with respect to such offering and assistance in responding to comments or questions from the SEC with respect to the Comcast Financial Information. Buyer Time Warner Cable shall reimburse Seller Comcast for the reasonable costs and expenses incurred by Seller the Comcast Group pursuant to this Section 5.9(a6.22(a), including reasonable out-of-pocket costs and any incremental costs and expenses necessary to comply with this Section 5.9(a) (including all necessary incentive compensation) (unless and to the extent compliance with this Section 5.9(a) is waived by Buyer prior to the incurrence of such costs and expenses). Seller Comcast shall give Buyer TWC reasonable advance notice of the type and the amount of such costs and expenses prior to the incurrence thereof. (b) As soon as reasonably practicable Time Warner Cable shall use its commercially reasonable efforts to, and shall cause each of its Affiliates to use its commercially reasonable efforts to, provide Comcast and its Affiliates with financial statements and related information (collectively, “Time Warner Cable Financial Information”) sufficient to permit any of them to fulfill their obligations to include financial disclosure relating to the TWC Transferred Systems (to the extent in the possession of TWC or its Affiliates or their respective representatives and advisors), on a timely basis under the Exchange Act and, if any of them undertakes an offering of securities prior to Closing, the Securities Act. If some or all of the Time Warner Cable Financial Information is included in or incorporated by reference into a prospectus for an offering of securities by Comcast or any event, of its Affiliates prior to the Closing), Seller shall, and Time Warner Cable shall cause use its Affiliates to, use commercially reasonable efforts, efforts to cause the independent auditors of Time Warner Cable to provide Buyer with a copy of (i) the consolidated audited balance sheets and audited statements of income, stockholders equity and cash flows for each Specified Business reflecting the allocation of Shared Assets and Liabilities pursuant customary assistance to the Designated Allocation and Section 2.5 (provided, that, but subject to clause (iii) below, such financial statements do not need to be provided for the Group 2 Business for any period prior to January 1, 2004), at and for the fiscal years ended December 31, 2002 (unless statements at and for the fiscal year ended December 31, 2005 are provided as set forth below), December 31, 2003, December 31, 2004, and, if the Closing shall not have occurred on or prior to March 31, 2006 (or if such statements are otherwise available) December 31, 2005 (as modified by the proviso to clause (i) of this Section 5.9(b), the “Derivative Audited Financial Statements”), (ii) the consolidated audited balance sheets and audited statements of income, stockholders’ equity and cash flows for Seller Comcast and its Affiliates for and its underwriters in connection with such financing, including the fiscal years ended December 31provision of consent and comfort letters addressed to [the SEC]Comcast, 2004comfort letters addressed to the underwriters, and, if participation in due diligence matters with respect to such offering and assistance in responding to comments or questions from the Closing shall not have occurred on or prior SEC with respect to March 31, 2006 (or if such statements are otherwise available), December 31, 2005 (the “Seller Audited Time Warner Cable Financial Statements”), and (iii) the unaudited balance sheets and unaudited statements of income, stockholders’ equity and cash flows for each Group 2 System for the fiscal years ended December 31, 2002 (unless the Derivative Audited Financial Statements include consolidated audited balance sheets and audited statements of income, stockholders equity and cash flows for each Specified Business for the fiscal year ended December 31, 2005 are provided as set forth above), and December 31, 2003 (the “MCE Financial Statements” and, together with the Derivative Audited Financial Statements and the Seller Audited Financial Statements, the “Additional Financial Statements”); provided, that Buyer Information. Comcast shall reimburse Seller Time Warner Cable for the reasonable costs and expenses incurred by Seller in connection with the preparation of the Derivative Audited Financial Statements and the MCE Financial StatementsTWC Group pursuant to this Section 6.22(b), including reasonable out-of-pocket costs and any incremental costs and expenses necessary to comply with this Section 5.9(b) (including all necessary incentive compensation)expenses. Seller TWC shall give Buyer Comcast reasonable advance notice of the type and the amount of such costs and expenses prior to the incurrence thereof. (c) Buyer shall use its commercially reasonable efforts to obtain relief from the staff of the SEC from Buyer’s obligations to include financial statements with respect to periods ending on or prior to December 31, 2002 required by Section 5.9(a) or Section 5.9(b) in Buyer’s filings under the Securities Act or Exchange Act. Seller shall cooperate with Buyer in respect of the obtaining of any such relief.

Additional Financial Information. (a) Seller Comcast shall use its commercially reasonable efforts, and shall cause each of its Affiliates to use its commercially reasonable efforts, to provide Buyer TWC and its Affiliates with financial statements and related information (collectively, “"Comcast Financial Information”") sufficient to permit Buyer or its Affiliates any of them to fulfill their obligations to include financial disclosure relating to each Specified Business and, if required, the Friendco Business Comcast Transferred Systems (to the extent in the possession of Comcast or its Affiliates or their respective representatives and the Group 2 Systemsadvisors), on a timely basis in any report under the Exchange Act and, if Buyer or any of Buyer’s Affiliates them undertakes an offering of securities prior to the Closing, the Securities Act (it being understood that the foregoing shall not require Seller to file or furnish any periodic or current reports that are required to be filed prior to the date hereof under the Exchange Act with the SEC)Act. If some or all of the Comcast Financial Information is included in or incorporated by reference into a prospectus for an offering of securities by Buyer TWC or any of Buyer’s Subsidiaries its Affiliates prior to the Closing, Seller shall, and Comcast shall cause use its Affiliates to, use commercially reasonable efforts to cause the independent auditors of Seller Comcast to provide customary assistance to Buyer or such Subsidiary TWC and its Affiliates and its underwriters in connection with such financing, including the provision of consent and comfort letters addressed to the [SEC]BuyerSEC, comfort letters addressed to the underwriters, participation in due diligence matters with respect to such offering and assistance in responding to comments or questions from the SEC with respect to the Comcast Financial Information. Buyer Time Warner Cable shall reimburse Seller Comcast for the reasonable costs and expenses incurred by Seller the Comcast Group pursuant to this Section 5.9(a6.22(a), including reasonable out-of-pocket costs and any incremental costs and expenses necessary to comply with this Section 5.9(a) (including all necessary incentive compensation) (unless and to the extent compliance with this Section 5.9(a) is waived by Buyer prior to the incurrence of such costs and expenses). Seller Comcast shall give Buyer TWC reasonable advance notice of the type and the amount of such costs and expenses prior to the incurrence thereof. (b) As soon as reasonably practicable Time Warner Cable shall use its commercially reasonable efforts to, and shall cause each of its Affiliates to use its commercially reasonable efforts to, provide Comcast and its Affiliates with financial statements and related information (collectively, "Time Warner Cable Financial Information") sufficient to permit any of them to fulfill their obligations to include financial disclosure relating to the TWC Transferred Systems (to the extent in the possession of TWC or its Affiliates or their respective representatives and advisors), on a timely basis under the Exchange Act and, if any of them undertakes an offering of securities prior to Closing, the Securities Act. If 108 some or all of the Time Warner Cable Financial Information is included in or incorporated by reference into a prospectus for an offering of securities by Comcast or any event, of its Affiliates prior to the Closing), Seller shall, and Time Warner Cable shall cause use its Affiliates to, use commercially reasonable efforts, efforts to cause the independent auditors of Time Warner Cable to provide Buyer with a copy of (i) the consolidated audited balance sheets and audited statements of income, stockholders equity and cash flows for each Specified Business reflecting the allocation of Shared Assets and Liabilities pursuant customary assistance to the Designated Allocation and Section 2.5 (provided, that, but subject to clause (iii) below, such financial statements do not need to be provided for the Group 2 Business for any period prior to January 1, 2004), at and for the fiscal years ended December 31, 2002 (unless statements at and for the fiscal year ended December 31, 2005 are provided as set forth below), December 31, 2003, December 31, 2004, and, if the Closing shall not have occurred on or prior to March 31, 2006 (or if such statements are otherwise available) December 31, 2005 (as modified by the proviso to clause (i) of this Section 5.9(b), the “Derivative Audited Financial Statements”), (ii) the consolidated audited balance sheets and audited statements of income, stockholders’ equity and cash flows for Seller Comcast and its Affiliates for and its underwriters in connection with such financing, including the fiscal years ended December 31provision of consent and comfort letters addressed to the SEC, 2004comfort letters addressed to the underwriters, and, if participation in due diligence matters with respect to such offering and assistance in responding to comments or questions from the Closing shall not have occurred on or prior SEC with respect to March 31, 2006 (or if such statements are otherwise available), December 31, 2005 (the “Seller Audited Time Warner Cable Financial Statements”), and (iii) the unaudited balance sheets and unaudited statements of income, stockholders’ equity and cash flows for each Group 2 System for the fiscal years ended December 31, 2002 (unless the Derivative Audited Financial Statements include consolidated audited balance sheets and audited statements of income, stockholders equity and cash flows for each Specified Business for the fiscal year ended December 31, 2005 are provided as set forth above), and December 31, 2003 (the “MCE Financial Statements” and, together with the Derivative Audited Financial Statements and the Seller Audited Financial Statements, the “Additional Financial Statements”); provided, that Buyer Information. Comcast shall reimburse Seller Time Warner Cable for the reasonable costs and expenses incurred by Seller in connection with the preparation of the Derivative Audited Financial Statements and the MCE Financial StatementsTWC Group pursuant to this Section 6.22(b), including reasonable out-of-pocket costs and any incremental costs and expenses necessary to comply with this Section 5.9(b) (including all necessary incentive compensation)expenses. Seller TWC shall give Buyer Comcast reasonable advance notice of the type and the amount of such costs and expenses prior to the incurrence thereof. (c) Buyer shall use its commercially reasonable efforts to obtain relief from the staff of the SEC from Buyer’s obligations to include financial statements with respect to periods ending on or prior to December 31, 2002 required by Section 5.9(a) or Section 5.9(b) in Buyer’s filings under the Securities Act or Exchange Act. Seller shall cooperate with Buyer in respect of the obtaining of any such relief.

Additional Financial Information. (a) Seller Comcast shall use its commercially reasonable efforts, and shall cause each of its Affiliates to use its commercially reasonable efforts, to provide Buyer TWC and its Affiliates with financial statements and related information (collectively, “"Comcast Financial Information”") sufficient to permit Buyer or its Affiliates any of them to fulfill their obligations to include financial disclosure relating to each Specified Business and, if required, the Friendco Business Comcast Transferred Systems (to the extent in the possession of Comcast or its Affiliates or their respective representatives and the Group 2 Systemsadvisors), on a timely basis in any report under the Exchange Act and, if Buyer or any of Buyer’s Affiliates them undertakes an offering of securities prior to the Closing, the Securities Act (it being understood that the foregoing shall not require Seller to file or furnish any periodic or current reports that are required to be filed prior to the date hereof under the Exchange Act with the SEC)Act. If some or all of the Comcast Financial Information is included in or incorporated by reference into a prospectus for an offering of securities by Buyer TWC or any of Buyer’s Subsidiaries its Affiliates prior to the Closing, Seller shall, and Comcast shall cause use its Affiliates to, use commercially reasonable efforts to cause the independent auditors of Seller Comcast to provide customary assistance to Buyer or such Subsidiary TWC and its Affiliates and its underwriters in connection with such financing, including the provision of consent and comfort letters addressed to the [SEC]BuyerSEC, comfort letters addressed to the underwriters, participation in due diligence matters with respect to such offering and assistance in responding to comments or questions from the SEC with respect to the Comcast Financial Information. Buyer Time Warner Cable shall reimburse Seller Comcast for the reasonable costs and expenses incurred by Seller the Comcast Group pursuant to this Section 5.9(a6.22(a), including reasonable out-of-pocket costs and any incremental costs and expenses necessary to comply with this Section 5.9(a) (including all necessary incentive compensation) (unless and to the extent compliance with this Section 5.9(a) is waived by Buyer prior to the incurrence of such costs and expenses). Seller Comcast shall give Buyer TWC reasonable advance notice of the type and the amount of such costs and expenses prior to the incurrence thereof. (b) As soon as reasonably practicable Time Warner Cable shall use its commercially reasonable efforts to, and shall cause each of its Affiliates to use its commercially reasonable efforts to, provide Comcast and its Affiliates with financial statements and related information (collectively, "Time Warner Cable Financial Information") sufficient to permit any of them to fulfill their obligations to include financial disclosure relating to the TWC Transferred Systems (to the extent in the possession of TWC or its Affiliates or their respective representatives and advisors), on a timely basis under the Exchange Act and, if any of them undertakes an offering of securities prior to Closing, the Securities Act. If some or all of the Time Warner Cable Financial Information is included in or incorporated by reference into a prospectus for an offering of securities by Comcast or any event, of its Affiliates prior to the Closing), Seller shall, and Time Warner Cable shall cause use its Affiliates to, use commercially reasonable efforts, efforts to cause the independent auditors of Time Warner Cable to provide Buyer with a copy of (i) the consolidated audited balance sheets and audited statements of income, stockholders equity and cash flows for each Specified Business reflecting the allocation of Shared Assets and Liabilities pursuant customary assistance to the Designated Allocation and Section 2.5 (provided, that, but subject to clause (iii) below, such financial statements do not need to be provided for the Group 2 Business for any period prior to January 1, 2004), at and for the fiscal years ended December 31, 2002 (unless statements at and for the fiscal year ended December 31, 2005 are provided as set forth below), December 31, 2003, December 31, 2004, and, if the Closing shall not have occurred on or prior to March 31, 2006 (or if such statements are otherwise available) December 31, 2005 (as modified by the proviso to clause (i) of this Section 5.9(b), the “Derivative Audited Financial Statements”), (ii) the consolidated audited balance sheets and audited statements of income, stockholders’ equity and cash flows for Seller Comcast and its Affiliates for and its underwriters in connection with such financing, including the fiscal years ended December 31provision of consent and comfort letters addressed to the SEC, 2004comfort letters addressed to the underwriters, and, if participation in due diligence matters with respect to such offering and assistance in responding to comments or questions from the Closing shall not have occurred on or prior SEC with respect to March 31, 2006 (or if such statements are otherwise available), December 31, 2005 (the “Seller Audited Time Warner Cable Financial Statements”), and (iii) the unaudited balance sheets and unaudited statements of income, stockholders’ equity and cash flows for each Group 2 System for the fiscal years ended December 31, 2002 (unless the Derivative Audited Financial Statements include consolidated audited balance sheets and audited statements of income, stockholders equity and cash flows for each Specified Business for the fiscal year ended December 31, 2005 are provided as set forth above), and December 31, 2003 (the “MCE Financial Statements” and, together with the Derivative Audited Financial Statements and the Seller Audited Financial Statements, the “Additional Financial Statements”); provided, that Buyer Information. Comcast shall reimburse Seller Time Warner Cable for the reasonable costs and expenses incurred by Seller in connection with the preparation of the Derivative Audited Financial Statements and the MCE Financial StatementsTWC Group pursuant to this Section 6.22(b), including reasonable out-of-pocket costs and any incremental costs and expenses necessary to comply with this Section 5.9(b) (including all necessary incentive compensation)expenses. Seller TWC shall give Buyer Comcast reasonable advance notice of the type and the amount of such costs and expenses prior to the incurrence thereof. (c) Buyer shall use its commercially reasonable efforts to obtain relief from the staff of the SEC from Buyer’s obligations to include financial statements with respect to periods ending on or prior to December 31, 2002 required by Section 5.9(a) or Section 5.9(b) in Buyer’s filings under the Securities Act or Exchange Act. Seller shall cooperate with Buyer in respect of the obtaining of any such relief.

Additional Financial Information. (a) Seller shall use commercially reasonable efforts, and shall cause its Affiliates to use commercially reasonable efforts, to provide Buyer with financial statements and related information (collectively, “Financial Information”) sufficient to permit Buyer Parent or its Affiliates to fulfill their its obligations to include financial disclosure relating to each Specified Business and, if required, the Friendco Business and the Group 2 MCE Systems, on a timely basis in any report under the Exchange Act and, if Buyer Buyer, Parent or any of BuyerParent’s Affiliates undertakes an offering of securities prior to the Closing, the Securities Act (it being understood that the foregoing shall not require Seller to file or furnish any periodic or current reports that are required to be filed prior to the date hereof under the Exchange Act with the SECSEC (which reports are addressed by Section 5.19)). If some or all of the Financial Information is included in or incorporated by reference into a prospectus for an offering of securities by Buyer Parent or any of BuyerParent’s Subsidiaries prior to the Closing, Seller shall, and shall cause its Affiliates to, use commercially reasonable efforts to cause the independent auditors of Seller to provide customary assistance to Buyer Buyer, Parent or such Subsidiary and its underwriters in connection with such financing, including the provision of consent and comfort letters addressed to the [SEC]BuyerSEC, comfort letters addressed to the underwriters, participation in due diligence matters with respect to such offering and assistance in responding to comments or questions from the SEC with respect to the Financial Information. Buyer shall reimburse Seller for the reasonable costs and expenses incurred by Seller pursuant to this Section 5.9(a5.11(a), including reasonable out-of-pocket costs and any incremental costs and expenses necessary to comply with this Section 5.9(a5.11(a) (including all necessary incentive compensation) (unless and to the extent compliance with this Section 5.9(a5.11(a) is waived by Buyer prior to the incurrence of such costs and expenses). Seller shall give Buyer reasonable advance notice of the type and the amount of such costs and expenses prior to the incurrence thereof. (b) As soon as reasonably practicable (and, in any event, prior to the Closing), Seller shall, and shall cause its Affiliates to, use commercially reasonable efforts, to provide Buyer with a copy of (i) the consolidated audited balance sheets and audited statements of income, stockholders equity and cash flows for each Specified Business reflecting the allocation of Shared Assets and Liabilities pursuant to the Designated Allocation and Section 2.5 2.3 (providedassuming, that, but subject with respect to clause (iii) below, such financial statements do not need to be provided for the Group 2 Business for any period prior to January 1, 2004, the exclusion of the MCE Systems and the MCE Systems (as defined in the Friendco Purchase Agreement) from each such Specified Business), at and for the fiscal years ended December 31, 2002 (unless statements at and for the fiscal year ended December 31, 2005 are provided as set forth below), December 31, 2003, December 31, 2004, and, if the Closing shall not have occurred on or prior to March 31, 2006 (or if such statements are otherwise available) December 31, 2005 (as modified by the proviso to clause (i) of this Section 5.9(b), the “Derivative Audited Financial Statements”), (ii) the consolidated audited balance sheets and audited statements of income, stockholders’ equity and cash flows for Seller and its Affiliates for the fiscal years ended December 31, 2004, and, if the Closing shall not have occurred on or prior to March 31, 2006 (or if such statements are otherwise available), December 31, 2005 (the “Seller Audited Financial Statements”), and (iii) the unaudited balance sheets and unaudited statements of income, stockholders’ equity and cash flows for each Group 2 MCE System for the fiscal years ended December 31, 2002 (unless the Derivative Audited Financial Statements include consolidated audited balance sheets and audited statements of income, stockholders equity and cash flows for each Specified Business for the fiscal year ended December 31, 2005 are provided as set forth above), and December 31, 2003 (the “MCE Financial Statements” and, together with the Derivative Audited Financial Statements and the Seller Audited Financial Statements, the “Additional Financial Statements”); provided, that Buyer shall reimburse Seller for the reasonable costs and expenses incurred by Seller in connection with the preparation of the Derivative Audited Financial Statements and the MCE Financial Statements, including reasonable out-of-pocket costs and any incremental costs and expenses necessary to comply with this Section 5.9(b5.11(b) (including all necessary incentive compensation). Seller shall give Buyer reasonable advance notice of the type and the amount of such costs and expenses prior to the incurrence thereof. (c) Buyer shall use its commercially reasonable efforts to obtain relief from the staff of the SEC from BuyerParent’s obligations to include financial statements with respect to periods ending on or prior to December 31, 2002 required by Section 5.9(a5.11(a) or Section 5.9(b5.11(b) in BuyerParent’s filings under the Securities Act or Exchange Act. Seller shall cooperate with Buyer in respect of the obtaining of any such relief.