Common use of Authorizations and Consents Clause in Contracts

Authorizations and Consents. (i) If and to the extent that the transfer or assignment of any asset to the applicable Newco or, following such transfer or assignment, the transfer (direct or indirect) of the Equity Securities of any Newco [(or]or any Comcast Dallas Entity (or, in each case, any successor thereof), in each case in accordance with this Section 2.1, would in any case be a violation of applicable Legal Requirements with respect to such asset, require any Authorization that is not obtained with respect to such asset or otherwise adversely affect the rights of the applicable Newco or Transferee, thereunder, then the transfer or assignment of each such asset to the applicable Newco (each, a “Delayed Transfer Asset”) shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all legal impediments are removed and/or such Authorizations have been made or obtained. Notwithstanding the foregoing, any such Delayed Transfer Asset shall be deemed a Transferred Asset for purposes of determining whether any Liability is a Native Assumed Liability or Adelphia Assumed Liability, as applicable. (ii) If the transfer or assignment of any Transferred Asset intended to be transferred or assigned directly or indirectly hereunder is not consummated prior to or at the Closing, whether as a result of the provisions of this Section 2.1(h) or for any other reason, then the Group Member responsible for transferring or assigning such Transferred Asset shall thereafter, directly or indirectly, hold such Delayed Transfer Asset for the use and benefit, insofar as reasonably possible and not prohibited under the terms of any applicable Contract, of the applicable Newco (at the expense of such Newco). In addition, the Group Member responsible for directly or indirectly transferring or assigning such Transferred Asset shall take or cause to be taken such other actions as may be reasonably requested by the applicable Newco in order to place such Newco, insofar as reasonably possible, in the same position as if such Delayed Transfer Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Delayed Transfer Asset including possession, use, risk of loss, potential for gain, and dominion, control and command over such Delayed Transfer Asset, are to inure from and after the Closing to such Newco. To the extent permitted by Legal Requirements and to the extent otherwise permissible in light of any required Authorization, the applicable Newco shall be entitled to, and shall be responsible for, the management of any Delayed Transfer Assets not yet transferred to it as a result of this Section 2.1(h) and the parties agree to use reasonable commercial efforts to cooperate and coordinate with respect thereto. (iii) If and when the Authorizations, the absence of which caused the deferral of transfer of any Delayed Transfer Asset pursuant to this Section 2.1(h), are obtained, the transfer of the applicable Delayed Transfer Asset to the applicable Newco shall automatically and without further action be effected in accordance with the terms of this Agreement and the applicable Transaction Documents. (iv) No party or any Affiliate thereof shall be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced by the applicable Newco or its Affiliates, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by such Newco except as otherwise specifically provided in this Agreement, including for this purpose Section 3.4. (v) Prior to the Closing, each party shall deliver to the other party a list identifying, in reasonable detail and to their respective knowledge, the Delayed Transfer Assets and the Authorizations required therefor. (vi) The parties hereto further agree (A) that any Delayed Transfer Assets referred to in this Section 2.1(h) shall be treated for all Income Tax purposes as assets of the applicable Newco (or any successor thereof) and (B) not to report or take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by a change in applicable Tax law or a good faith resolution of a contest). (vii) The parties agree that the treatment of any Delayed Transfer Asset (as defined in the TWC/Adelphia Purchase Agreement) [shall be governed by the terms of]to the extent related to the Group 1 Business (as defined in the TWC/Adelphia Purchase Agreement) shall be governed by the terms of the TWC/Adelphia Purchase Agreement to the extent inconsistent herewith. (viii) The parties agree that the treatment of any Delayed Transfer Asset (as defined in the Comcast/Adelphia Purchase Agreement) to the extent related to the Group 1 Remainder Business (as defined in the Comcast/Adelphia Purchase Agreement) shall be governed by the terms of the Comcast/Adelphia Purchase Agreement to the extent inconsistent herewith. (ix) [(viii)] Each Transferee shall cause its applicable Newco to perform its obligations under this Section 2.1(h). (x) The foregoing provisions of this Section 2.1(h) will apply mutatis mutandis to the transfer or assignment of any asset (other than a Franchise) out of a Restructured Comcast Native Newco or Comcast Dallas Entity in accordance with Section 2.1.

Authorizations and Consents. (i) If and to the extent that the transfer or assignment from TWE to TWE Holdco 1, from any Transferring Person to Time Warner Cable or from Time Warner Cable or any of its Affiliates to Holdco of any asset to the applicable Newco or, Transferred Asset (or following such transfer or assignment, the transfer (direct of Holdco Shares to Comcast Trust or indirectComcast Subsidiary, or from Comcast Trust to Comcast Subsidiary, as the case may be) of the Equity Securities of any Newco [(or]or any Comcast Dallas Entity (or, in each case, any successor thereof), in each case in accordance with this Section 2.1, would in any case be a violation of applicable Legal Requirements with respect to such assetTransferred Asset, require any Authorization that is not obtained with respect to such asset Transferred Asset or otherwise adversely affect the rights of the applicable Newco or Transferee, thereunder, transferee thereunder then the transfer or assignment to Time Warner Cable or Holdco, as applicable, of such Transferred Asset (each such asset to the applicable Newco (each, a “Delayed Transfer Asset”) shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all legal impediments are removed and/or such Authorizations have been made or obtained. Notwithstanding the foregoing, any such Delayed Transfer Asset shall be deemed a Transferred Asset for purposes of determining whether any Liability is a Native Assumed Liability or Adelphia an Assumed Liability, as applicable. (ii) If the transfer or assignment of any Transferred Asset intended to be transferred or assigned directly or indirectly hereunder is not consummated prior to or at the Closing, whether as a result of the provisions of this Section 2.1(h2.1(d) or for any other reason, then the Group Member responsible for transferring Time Warner Cable (or assigning such Transferred Asset its Affiliate) shall thereafter, directly or indirectly, hold such Delayed Transfer Transferred Asset for the use and benefit, insofar as reasonably possible and not prohibited under the terms of any applicable Contract, of the applicable Newco Holdco (at the expense of such NewcoHoldco). In addition, the Group Member responsible for directly or indirectly transferring or assigning such Transferred Asset Time Warner Cable shall take or cause to be taken such other actions as may be reasonably requested by the applicable Newco Holdco in order to place such NewcoHoldco, insofar as reasonably possible, in the same position as if such Delayed Transfer Transferred Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Delayed Transfer Asset Transferred Assets including possession, use, risk of loss, potential for gain, and dominion, control and command over such Delayed Transfer Transferred Asset, are to inure from and after the Closing to such NewcoHoldco. To the extent permitted by Legal Requirements and to the extent otherwise permissible in light of any required Authorization, the applicable Newco Holdco shall be entitled to, and shall be responsible for, the management of any Delayed Transfer Transferred Assets not yet transferred to it as a result of this Section 2.1(h2.1(d) and the parties agree to use reasonable commercial efforts to cooperate and coordinate with respect thereto. For the avoidance of doubt, Time Warner Cable will cause TWE and each other Transferring Person to comply with the provisions hereof as if TWE or such other Transferring Person were a party hereto to the extent any Transferred Asset was intended to be, but was not, transferred in the GP Redemption, Subsidiary Transfers or the Holdco Transaction, as applicable. (iii) If and when the Authorizations, the absence of which caused the deferral of transfer of any Delayed Transfer Transferred Asset pursuant to this Section 2.1(h2.1(d), are obtained, the transfer of the applicable Delayed Transfer Transferred Asset to the applicable Newco Holdco shall automatically and without further action be effected in accordance with the terms of this Agreement and the applicable Transaction Documents.. 25 (iv) No party or Neither Time Warner Cable nor any Affiliate thereof shall be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced by the applicable Newco or its AffiliatesHoldco, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by such Newco Holdco except as otherwise specifically provided in this Agreement, including for this purpose Section 3.4. (v) Prior to the ClosingHoldco Transaction, each party Time Warner Cable shall deliver to the other party Holdco a list identifying, in reasonable detail and to their respective Time Warner Cable’s knowledge, the Delayed Transfer Assets and the Authorizations required therefor. (vi) The parties hereto further agree (A) that any Delayed Transfer Transferred Assets referred to in this Section 2.1(h2.1(d) shall be treated for all Income Tax purposes as assets of the applicable Newco Holdco (or any successor thereof) and (B) not to report or take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by a change in applicable Tax law or a good faith resolution of a contest, provided that if such a resolution would result in Time Warner Cable taking a position that is inconsistent with any reporting position required to be taken under the Tax Matters Agreement the provisions of the Tax Matters Agreement shall apply). (vii) The parties agree that the treatment of any Delayed Transfer Asset (as defined in the TWC/Adelphia Purchase Agreement) [shall be governed by the terms of]to the extent related to the Group 1 Business (as defined in the TWC/Adelphia Purchase Agreement) shall be governed by the terms of the TWC/Adelphia Purchase Agreement to the extent inconsistent herewith. (viii) The parties agree that the treatment of any Delayed Transfer Asset (as defined in the Comcast/Adelphia Purchase Agreement) to the extent related to the Group 1 Remainder Business (as defined in the Comcast/Adelphia Purchase Agreement) shall be governed by the terms of the Comcast/Adelphia Purchase Agreement to the extent inconsistent herewith. (ix) [(viii)] Each Transferee shall cause its applicable Newco to perform its obligations under this Section 2.1(h). (x) The foregoing provisions of this Section 2.1(h) will apply mutatis mutandis to the transfer or assignment of any asset (other than a Franchise) out of a Restructured Comcast Native Newco or Comcast Dallas Entity in accordance with Section 2.1.

Authorizations and Consents. (i) If and to the extent that the transfer or assignment to TWE or from TWE or any of its Affiliates to Holdco (or any successor thereof) of any asset to the applicable Newco or, Transferred Asset (or following such transfer or assignment, the transfer (direct of Holdco Interests to Comcast Trust or indirectComcast Subsidiary, or from Comcast Trust to Comcast Subsidiary, as the case may be) of the Equity Securities of any Newco [(or]or any Comcast Dallas Entity (or, in each case, any successor thereof), in each case in accordance with this Section 2.1, would in any case be a violation of applicable Legal Requirements with respect to such assetTransferred Asset, require any Authorization that is not obtained with respect to such asset Transferred Asset or otherwise adversely affect the rights of the applicable Newco or Transferee, thereunder, transferee thereunder then the transfer or assignment to Holdco of such Transferred Asset (each such asset to the applicable Newco (each, a “"Delayed Transfer Asset”") shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all legal impediments are removed and/or such Authorizations have been made or obtained. Notwithstanding the foregoing, any such Delayed Transfer Asset shall be deemed a Transferred Asset for purposes of determining whether any Liability is a Native Assumed Liability or Adelphia an Assumed Liability, as applicable. (ii) If the transfer or assignment of any Transferred Asset intended to be transferred or assigned directly or indirectly hereunder is not consummated prior to or at the Closing, whether as a result of the provisions of this Section 2.1(h2.1(d) or for any other reason, then the Group Member responsible for transferring TWE (or assigning such Transferred Asset its Affiliate) shall thereafter, directly or indirectly, hold such Delayed Transfer Transferred Asset for the use and benefit, insofar as reasonably possible and not prohibited under the terms of any applicable Contract, of the applicable Newco Holdco (at the expense of such NewcoHoldco). In addition, the Group Member responsible for directly or indirectly transferring or assigning such Transferred Asset TWE shall take or cause to be taken such other actions as may be reasonably requested by the applicable Newco Holdco in order to place such NewcoHoldco, insofar as reasonably possible, in the same position as if such Delayed Transfer Transferred Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Delayed Transfer Asset Transferred Assets including possession, use, risk of loss, potential for gain, and dominion, control and command over such Delayed Transfer Transferred Asset, are to inure from and after the Closing to such NewcoHoldco. To the extent permitted by Legal Requirements and to the extent otherwise permissible in light of any required Authorization, the applicable Newco Holdco shall be entitled to, and shall be responsible for, the management of any Delayed Transfer Transferred Assets not yet transferred to it as a result of this Section 2.1(h2.1(d) and the parties agree to use reasonable commercial efforts to cooperate and coordinate with respect thereto. For the avoidance of doubt, TWE will cause each Transferring Person to comply with the provisions hereof as if such Transferring Person were a party hereto to the extent any Transferred Asset was intended to be, but was not, transferred in the Subsidiary Transfers or the Holdco Transaction, as applicable. (iii) If and when the Authorizations, the absence of which caused the deferral of transfer of any Delayed Transfer Transferred Asset pursuant to this Section 2.1(h2.1(d), are obtained, the transfer of the applicable Delayed Transfer Transferred Asset to the applicable Newco Holdco shall automatically and without further action be effected in accordance with the terms of this Agreement and the applicable Transaction Documents. (iv) No party or Neither TWE nor any Affiliate thereof shall be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced by the applicable Newco or its AffiliatesHoldco, other than reasonable out-of-pocket expenses, attorneys’ ' fees and recording or similar fees, all of which shall be promptly reimbursed by such Newco Holdco except as otherwise specifically provided in this Agreement, including for this purpose Section 3.4. (v) Prior to the ClosingHoldco Transaction, each party TWE shall deliver to the other party Holdco a list identifying, in reasonable detail and to their respective TWE's knowledge, the Delayed Transfer Assets and the Authorizations required therefor. (vi) The parties hereto further agree (A) that any Delayed Transfer Transferred Assets referred to in this Section 2.1(h2.1(d) shall be treated for all Income Tax purposes as assets of the applicable Newco Holdco (or any successor thereof) and (B) not to report or take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by a change in applicable Tax law or a good faith resolution of a contest). (vii) The parties agree that the treatment of any Delayed Transfer Asset (as defined in the TWC/Adelphia Purchase Agreement) [shall be governed by the terms of]to the extent related to the Group 1 Business (as defined in the TWC/Adelphia Purchase Agreement) shall be governed by the terms of the TWC/Adelphia Purchase Agreement to the extent inconsistent herewith. (viii) The parties agree that the treatment of any Delayed Transfer Asset (as defined in the Comcast/Adelphia Purchase Agreement) to the extent related to the Group 1 Remainder Business (as defined in the Comcast/Adelphia Purchase Agreement) shall be governed by the terms of the Comcast/Adelphia Purchase Agreement to the extent inconsistent herewith. (ix) [(viii)] Each Transferee shall cause its applicable Newco to perform its obligations under this Section 2.1(h). (x) The foregoing provisions of this Section 2.1(h) will apply mutatis mutandis to the transfer or assignment of any asset (other than a Franchise) out of a Restructured Comcast Native Newco or Comcast Dallas Entity in accordance with Section 2.1.

Authorizations and Consents. (i) If and to the extent that the transfer or assignment of any asset to the applicable Newco or, following such transfer or assignment, the transfer (direct or indirect) of the Equity Securities of any Newco [(or]or any Comcast Dallas Entity (or, in each case, or any successor thereof), in each case in accordance with this Section 2.1, would in any case be a violation of applicable Legal Requirements with respect to such asset, require any Authorization that is not obtained with respect to such asset or otherwise adversely affect the rights of the applicable Newco or Transferee, Transferee thereunder, then the transfer or assignment of each such asset to the applicable Newco (each, each a “"Delayed Transfer Asset”") shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all legal impediments are removed and/or such Authorizations have been made or obtained. Notwithstanding the foregoing, any such Delayed Transfer Asset shall be deemed a Transferred Asset for purposes of determining whether any Liability is a Native Assumed Liability or Adelphia Assumed Liability, as applicable. (ii) If the transfer or assignment of any Transferred Asset intended to be transferred or assigned directly or indirectly hereunder is not consummated prior to or at the Closing, whether as a result of the provisions of this Section 2.1(h) or for any other reason, then the Group Member responsible for transferring or assigning such Transferred Asset shall thereafter, directly or indirectly, hold such Delayed Transfer Asset for the use and benefit, insofar as reasonably possible and not prohibited under the terms of any applicable Contract, of the applicable Newco (at the expense of such Newco). In addition, the Group Member responsible for directly or indirectly transferring or assigning such Transferred Asset shall take or cause to be taken such other actions as may be reasonably requested by the applicable Newco in order to place such Newco, insofar as reasonably possible, in the same position as if such Delayed Transfer Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Delayed Transfer Asset including possession, use, risk of loss, potential for gain, and dominion, control and command over such Delayed Transfer Asset, are to inure from and after the Closing to such Newco. To the extent permitted by Legal Requirements and to the extent otherwise permissible in light of any required Authorization, the applicable Newco shall be entitled to, and shall be responsible for, the management of any Delayed Transfer Assets not yet transferred to it as a result of this Section 2.1(h) and the parties agree to use reasonable commercial efforts to cooperate and coordinate with respect thereto. (iii) If and when the Authorizations, the absence of which caused the deferral of transfer of any Delayed Transfer Asset pursuant to this Section 2.1(h), are obtained, the transfer of the applicable Delayed Transfer Asset to the applicable Newco shall automatically and without further action be effected in accordance with the terms of this Agreement and the applicable Transaction Documents. (iv) No party or any Affiliate thereof shall be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced by the applicable Newco or its Affiliates, other than reasonable out-of-pocket expenses, attorneys’ ' fees and recording or similar fees, all of which shall be promptly reimbursed by such Newco except as otherwise specifically provided in this Agreement, including for this purpose Section 3.4. (v) Prior to the Closing, each party shall deliver to the other party a list identifying, in reasonable detail and to their respective knowledge, the Delayed Transfer Assets and the Authorizations required therefor. (vi) The parties hereto further agree (A) that any Delayed Transfer Assets referred to in this Section 2.1(h) shall be treated for all Income Tax purposes as assets of the applicable Newco (or any successor thereof) and (B) not to report or take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by a change in applicable Tax law or a good faith resolution of a contest). (vii) The parties agree that the treatment of any Delayed Transfer Asset (as defined in the TWC/Adelphia Purchase Agreement) [shall be governed by the terms of]to the extent related to the Group 1 Business (as defined in the TWC/Adelphia Purchase Agreement) shall be governed by the terms of the TWC/Adelphia Purchase Agreement to the extent inconsistent herewith. (viii) The parties agree that the treatment of any Delayed Transfer Asset (as defined in the Comcast/Adelphia Purchase Agreement) to the extent related to the Group 1 Remainder Business (as defined in the Comcast/Adelphia Purchase Agreement) shall be governed by the terms of the Comcast/Adelphia Purchase Agreement to the extent inconsistent herewith. (ix) [(viii)] Each Transferee shall cause its applicable Newco to perform its obligations under this Section 2.1(h). (x) The foregoing provisions of this Section 2.1(h) will apply mutatis mutandis to the transfer or assignment of any asset (other than a Franchise) out of a Restructured Comcast Native Newco or Comcast Dallas Entity in accordance with Section 2.1.

Authorizations and Consents. (i) If and to the extent that the transfer or assignment from TWE to TWE Holdco 1, from any Transferring Person to Time Warner Cable or from Time Warner Cable or any of its Affiliates to Holdco of any asset to the applicable Newco or, Transferred Asset (or following such transfer or assignment, the transfer (direct of Holdco Shares to Comcast Trust or indirectComcast Subsidiary, or from Comcast Trust to Comcast Subsidiary, as the case may be) of the Equity Securities of any Newco [(or]or any Comcast Dallas Entity (or, in each case, any successor thereof), in each case in accordance with this Section 2.1, would in any case be a violation of applicable Legal Requirements with respect to such assetTransferred Asset, require any Authorization that is not obtained with respect to such asset Transferred Asset or otherwise adversely affect the rights of the applicable Newco or Transferee, thereunder, transferee thereunder then the transfer or assignment to Time Warner Cable or Holdco, as applicable, of such Transferred Asset (each such asset to the applicable Newco (each, a “"Delayed Transfer Asset”") shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all legal impediments are removed and/or such Authorizations have been made or obtained. Notwithstanding the foregoing, any such Delayed Transfer Asset shall be deemed a Transferred Asset for purposes of determining whether any Liability is a Native Assumed Liability or Adelphia an Assumed Liability, as applicable. (ii) If the transfer or assignment of any Transferred Asset intended to be transferred or assigned directly or indirectly hereunder is not consummated prior to or at the Closing, whether as a result of the provisions of this Section 2.1(h2.1(d) or for any other reason, then the Group Member responsible for transferring Time Warner Cable (or assigning such Transferred Asset its Affiliate) shall thereafter, directly or indirectly, hold such Delayed Transfer Transferred Asset for the use and benefit, insofar as reasonably possible and not prohibited under the terms of any applicable Contract, of the applicable Newco Holdco (at the expense of such NewcoHoldco). In addition, the Group Member responsible for directly or indirectly transferring or assigning such Transferred Asset Time Warner Cable shall take or cause to be taken such other actions as may be reasonably requested by the applicable Newco Holdco in order to place such NewcoHoldco, insofar as reasonably possible, in the same position as if such Delayed Transfer Transferred Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Delayed Transfer Asset Transferred Assets including possession, use, risk of loss, potential for gain, and dominion, control and command over such Delayed Transfer Transferred Asset, are to inure from and after the Closing to such NewcoHoldco. To the extent permitted by Legal Requirements and to the extent otherwise permissible in light of any required Authorization, the applicable Newco Holdco shall be entitled to, and shall be responsible for, the management of any Delayed Transfer Transferred Assets not yet transferred to it as a result of this Section 2.1(h2.1(d) and the parties agree to use reasonable commercial efforts to cooperate and coordinate with respect thereto. For the avoidance of doubt, Time Warner Cable will cause TWE and each other Transferring Person to comply with the provisions hereof as if TWE or such other Transferring Person were a party hereto to the extent any Transferred Asset was intended to be, but was not, transferred in the GP Redemption, Subsidiary Transfers or the Holdco Transaction, as applicable. (iii) If and when the Authorizations, the absence of which caused the deferral of transfer of any Delayed Transfer Transferred Asset pursuant to this Section 2.1(h2.1(d), are obtained, the transfer of the applicable Delayed Transfer Transferred Asset to the applicable Newco Holdco shall automatically and without further action be effected in accordance with the terms of this Agreement and the applicable Transaction Documents. (iv) No party or Neither Time Warner Cable nor any Affiliate thereof shall be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced by the applicable Newco or its AffiliatesHoldco, other than reasonable out-of-pocket expenses, attorneys’ ' fees and recording or similar fees, all of which shall be promptly reimbursed by such Newco Holdco except as otherwise specifically provided in this Agreement, including for this purpose Section 3.4. (v) Prior to the ClosingHoldco Transaction, each party Time Warner Cable shall deliver to the other party Holdco a list identifying, in reasonable detail and to their respective Time Warner Cable's knowledge, the Delayed Transfer Assets and the Authorizations required therefor. (vi) The parties hereto further agree (A) that any Delayed Transfer Transferred Assets referred to in this Section 2.1(h2.1(d) shall be treated for all Income Tax purposes as assets of the applicable Newco Holdco (or any successor thereof) and (B) not to report or take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by a change in applicable Tax law or a good faith resolution of a contest, provided that if such a resolution would result in Time Warner Cable taking a position that is inconsistent with any reporting position required to be taken under the Tax Matters Agreement the provisions of the Tax Matters Agreement shall apply). (vii) The parties agree that the treatment of any Delayed Transfer Asset (as defined in the TWC/Adelphia Purchase Agreement) [shall be governed by the terms of]to the extent related to the Group 1 Business (as defined in the TWC/Adelphia Purchase Agreement) shall be governed by the terms of the TWC/Adelphia Purchase Agreement to the extent inconsistent herewith. (viii) The parties agree that the treatment of any Delayed Transfer Asset (as defined in the Comcast/Adelphia Purchase Agreement) to the extent related to the Group 1 Remainder Business (as defined in the Comcast/Adelphia Purchase Agreement) shall be governed by the terms of the Comcast/Adelphia Purchase Agreement to the extent inconsistent herewith. (ix) [(viii)] Each Transferee shall cause its applicable Newco to perform its obligations under this Section 2.1(h). (x) The foregoing provisions of this Section 2.1(h) will apply mutatis mutandis to the transfer or assignment of any asset (other than a Franchise) out of a Restructured Comcast Native Newco or Comcast Dallas Entity in accordance with Section 2.1.

Authorizations and Consents. (i) If and to the extent that the transfer or assignment from TWE to Time Warner Cable or from Time Warner Cable or any of its Affiliates to Holdco of any asset to the applicable Newco or, Transferred Asset (or following such transfer or assignment, the transfer (direct of Holdco Shares to Comcast Trust or indirectComcast Subsidiary, or from Comcast Trust to Comcast Subsidiary, as the case may be) of the Equity Securities of any Newco [(or]or any Comcast Dallas Entity (or, in each case, any successor thereof), in each case in accordance with this Section 2.1, would in any case be a violation of applicable Legal Requirements with respect to such assetTransferred Asset, require any Authorization that is not obtained with respect to such asset Transferred Asset or otherwise adversely affect the rights of the applicable Newco or Transferee, thereunder, transferee thereunder then the transfer or assignment to Time Warner Cable or Holdco, as applicable, of such Transferred Asset (each such asset to the applicable Newco (each, a “Delayed Transfer Asset”"DELAYED TRANSFER ASSET") shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all legal impediments are removed and/or such Authorizations have been made or obtained. Notwithstanding the foregoing, any such Delayed Transfer Asset shall be deemed a Transferred Asset for purposes of determining whether any Liability is a Native Assumed Liability or Adelphia an Assumed Liability, as applicable. (ii) If the transfer or assignment of any Transferred Asset intended to be transferred or assigned directly or indirectly hereunder is not consummated prior to or at the Closing, whether as a result of the provisions of this Section 2.1(h2.1(e) or for any other reason, then the Group Member responsible for transferring Time Warner Cable (or assigning such Transferred Asset its Affiliate) shall thereafter, directly or indirectly, hold such Delayed Transfer Transferred Asset for the use and benefit, insofar as reasonably possible and not prohibited under the terms of any applicable Contract, of the applicable Newco Holdco (at the expense of such NewcoHoldco). In addition, the Group Member responsible for directly or indirectly transferring or assigning such Transferred Asset Time Warner Cable shall take or cause to be taken such other actions as may be reasonably requested by the applicable Newco Holdco in order to place such NewcoHoldco, insofar as reasonably possible, in the same position as if such Delayed Transfer Transferred Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Delayed Transfer Asset Transferred Assets including possession, use, risk of loss, potential for gain, and dominion, control and command over such Delayed Transfer Transferred Asset, are to inure from and after the Closing to such NewcoHoldco. To the extent permitted by Legal Requirements and to the extent otherwise permissible in light of any required Authorization, the applicable Newco Holdco shall be entitled to, and shall be responsible for, the management of any Delayed Transfer Transferred Assets not yet transferred to it as a result of this Section 2.1(h2.1(e) and the parties agree to use reasonable commercial efforts to cooperate and coordinate with respect thereto. For the avoidance of doubt, Time Warner Cable will cause TWE and each other Transferring Person to comply with the provisions hereof as if TWE or such other Transferring Person were a party hereto to the extent any Transferred Asset was intended to be, but was not, transferred in the TWE Redemption or the Holdco Transaction, as applicable. (iii) If and when the Authorizations, the absence of which caused the deferral of transfer of any Delayed Transfer Transferred Asset pursuant to this Section 2.1(h2.1(e), are obtained, the transfer of the applicable Delayed Transfer Transferred Asset to the applicable Newco Holdco shall automatically and without further action be effected in accordance with the terms of this Agreement and the applicable Transaction Documents. (iv) No party or Neither Time Warner Cable nor any Affiliate thereof shall be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced by the applicable Newco or its AffiliatesHoldco, other than reasonable out-of-pocket expenses, attorneys’ ' fees and recording or similar fees, all of which shall be promptly reimbursed by such Newco Holdco except as otherwise specifically provided in this Agreement, including for this purpose Section 3.4. (v) Prior to the ClosingHoldco Transaction, each party Time Warner Cable shall deliver to the other party Holdco a list identifying, in reasonable detail and to their respective Time Warner Cable's knowledge, the Delayed Transfer Assets and the Authorizations required therefor. (vi) The parties hereto further agree (A) that any Delayed Transfer Transferred Assets referred to in this Section 2.1(h2.1(e) shall be treated for all Income Tax purposes as assets of the applicable Newco (or any successor thereof) Holdco and (B) not to report or take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by a change in applicable Tax law or a good faith resolution of a contest, provided that if such a resolution would result in Time Warner Cable taking a position that is inconsistent with any reporting position required to be taken under the Tax Matters Agreement the provisions of the Tax Matters Agreement shall apply). (vii) The parties agree that the treatment of any Delayed Transfer Asset (as defined in the TWC/Adelphia Purchase Agreement) [shall be governed by the terms of]to the extent related to the Group 1 Business (as defined in the TWC/Adelphia Purchase Agreement) shall be governed by the terms of the TWC/Adelphia Purchase Agreement to the extent inconsistent herewith. (viii) The parties agree that the treatment of any Delayed Transfer Asset (as defined in the Comcast/Adelphia Purchase Agreement) to the extent related to the Group 1 Remainder Business (as defined in the Comcast/Adelphia Purchase Agreement) shall be governed by the terms of the Comcast/Adelphia Purchase Agreement to the extent inconsistent herewith. (ix) [(viii)] Each Transferee shall cause its applicable Newco to perform its obligations under this Section 2.1(h). (x) The foregoing provisions of this Section 2.1(h) will apply mutatis mutandis to the transfer or assignment of any asset (other than a Franchise) out of a Restructured Comcast Native Newco or Comcast Dallas Entity in accordance with Section 2.1.

Authorizations and Consents. (i) If and to the extent that the transfer or assignment of any asset to the applicable Newco or, following such transfer or assignment, the transfer (direct or indirect) of the Equity Securities of any Newco [(or]or any Comcast Dallas Entity (or, in each case, or any successor thereof), in each case in accordance with this Section 2.1, would in any case be a violation of applicable Legal Requirements with respect to such asset, require any Authorization that is not obtained with respect to such asset or otherwise adversely affect the rights of the applicable Newco or Transferee, Transferee thereunder, then the transfer or assignment of each such asset to the applicable Newco (each, each a “"Delayed Transfer Asset”") shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all legal impediments are removed and/or such Authorizations have been made or obtained. Notwithstanding the foregoing, any such Delayed Transfer Asset shall be deemed a Transferred Asset for purposes of determining whether any Liability is a Native Assumed Liability or Adelphia Assumed Liability, as applicable. (ii) If the transfer or assignment of any Transferred Asset intended to be transferred or assigned directly or indirectly hereunder is not consummated prior to or at the Closing, whether as a result of the provisions of this Section 2.1(h) or for any other reason, then the Group Member responsible for transferring or assigning such Transferred Asset shall thereafter, directly or indirectly, hold such Delayed Transfer Asset for the use and benefit, insofar as reasonably possible and not prohibited under the terms of any applicable Contract, of the applicable Newco (at the expense of such Newco). In addition, the Group Member responsible for directly or indirectly transferring or assigning such Transferred Asset shall take or cause to be taken such other actions as may be reasonably requested by the applicable Newco in order to place such Newco, insofar as reasonably possible, in the same position as if such Delayed Transfer Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Delayed Transfer Asset including possession, use, risk of loss, potential for gain, and dominion, control and command over such Delayed Transfer Asset, are to inure from and after the Closing to such Newco. To the extent permitted by Legal Requirements and to the extent otherwise permissible in light of any required Authorization, the applicable Newco shall be entitled to, and shall be responsible for, the management of any Delayed Transfer Assets not yet transferred to it as a result of this Section 2.1(h) and the parties agree to use reasonable commercial efforts to cooperate and coordinate with respect thereto. (iii) If and when the Authorizations, the absence of which caused the deferral of transfer of any Delayed Transfer Asset pursuant to this Section 2.1(h), are obtained, the transfer of the applicable Delayed Transfer Asset to the applicable Newco shall automatically and without further action be effected in accordance with the terms of this Agreement and the applicable Transaction Documents. (iv) No party or any Affiliate thereof shall be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced by the applicable Newco or its Affiliates, other than reasonable out-of-pocket expenses, attorneys’ ' fees and recording or similar fees, all of which shall be promptly reimbursed by such Newco except as otherwise specifically provided in this Agreement, including for this purpose Section 3.4. (v) Prior to the Closing, each party shall deliver to the other party a list identifying, in reasonable detail and to their respective knowledge, the Delayed Transfer Assets and the Authorizations required therefor. (vi) The parties hereto further agree (A) that any Delayed Transfer Assets referred to in this Section 2.1(h) shall be treated for all Income Tax purposes as assets of the applicable Newco (or any successor thereof) and (B) not to report or take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by a change in applicable Tax law or a good faith resolution of a contest). (vii) The parties agree that the treatment of any Delayed Transfer Asset (as defined in the TWC/Adelphia Purchase Agreement) [shall be governed by the terms of]to the extent related to the Group 1 Business (as defined in the TWC/Adelphia Purchase Agreement) shall be governed by the terms of the TWC/Adelphia Purchase Agreement to the extent inconsistent herewith. (viii) The parties agree that the treatment of any Delayed Transfer Asset (as defined in the Comcast/Adelphia Purchase Agreement) to the extent related to the Group 1 Remainder Business (as defined in the Comcast/Adelphia Purchase Agreement) shall be governed by the terms of the Comcast/Adelphia Purchase Agreement to the extent inconsistent herewith. (ix) [(viii)] Each Transferee shall cause its applicable Newco to perform its obligations under this Section 2.1(h). (x) The foregoing provisions of this Section 2.1(h) will apply mutatis mutandis to the transfer or assignment of any asset (other than a Franchise) out of a Restructured Comcast Native Newco or Comcast Dallas Entity in accordance with Section 2.1.

Authorizations and Consents. (i) If and to the extent that the transfer or assignment from TWE to TWE Holdco I, from TWE–A/N to TWE, from any Transferring Person to Time Warner Cable or from Time Warner Cable or any of its Affiliates to Holdco (or any successor thereof) of any asset to the applicable Newco or, Transferred Asset (or following such transfer or assignment, the transfer (direct of Holdco Shares to Comcast Trust or indirectComcast Subsidiary, or from Comcast Trust to Comcast Subsidiary, as the case may be) of the Equity Securities of any Newco [(or]or any Comcast Dallas Entity (or, in each case, any successor thereof), in each case in accordance with this Section 2.1, would in any case be a violation of applicable Legal Requirements with respect to such assetTransferred Asset, require any Authorization that is not obtained with respect to such asset Transferred Asset or otherwise adversely affect the rights of the applicable Newco or Transferee, thereunder, transferee thereunder then the transfer or assignment to Time Warner Cable or Holdco, as applicable, of such Transferred Asset (each such asset to the applicable Newco (each, a “Delayed Transfer Asset”) shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all legal impediments are removed and/or such Authorizations have been made or obtained. Notwithstanding the foregoing, any such Delayed Transfer Asset shall be deemed a Transferred Asset for purposes of determining whether any Liability is a Native Assumed Liability or Adelphia an Assumed Liability, as applicable. (ii) If the transfer or assignment of any Transferred Asset intended to be transferred or assigned directly or indirectly hereunder is not consummated prior to or at the Closing, whether as a result of the provisions of this Section 2.1(h2.1(e) or for any other reason, then the Group Member responsible for transferring Time Warner Cable (or assigning such Transferred Asset its Affiliate) shall thereafter, directly or indirectly, hold such Delayed Transfer Transferred Asset for the use and benefit, insofar as reasonably possible and not prohibited under the terms of any applicable Contract, of the applicable Newco Holdco (at the expense of such NewcoHoldco). In addition, the Group Member responsible for directly or indirectly transferring or assigning such Transferred Asset Time Warner Cable shall take or cause to be taken such other actions as may be reasonably requested by the applicable Newco Holdco in order to place such NewcoHoldco, insofar as reasonably possible, in the same position as if such Delayed Transfer Transferred Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Delayed Transfer Asset Transferred Assets including possession, use, risk of loss, potential for gain, and dominion, control and command over such Delayed Transfer Transferred Asset, are to inure from and after the Closing to such NewcoHoldco. To the extent permitted by Legal Requirements and to the extent otherwise permissible in light of any required Authorization, the applicable Newco Holdco shall be entitled to, and shall be responsible for, the management of any Delayed Transfer Transferred Assets not yet transferred to it as a result of this Section 2.1(h2.1(e) and the parties agree to use reasonable commercial efforts to cooperate and coordinate with respect thereto. For the avoidance of doubt, Time Warner Cable will cause TWE and each other Transferring Person to comply with the provisions hereof as if TWE or such other Transferring Person were a party hereto to the extent any Transferred Asset was intended to be, but was not, transferred in the GP Redemption, TWE-A/N Transfer, Subsidiary Transfers or the Holdco Transaction, as applicable. (iii) If and when the Authorizations, the absence of which caused the deferral of transfer of any Delayed Transfer Transferred Asset pursuant to this Section 2.1(h2.1(e), are obtained, the transfer of the applicable Delayed Transfer Transferred Asset to the applicable Newco Holdco shall automatically and without further action be effected in accordance with the terms of this Agreement and the applicable Transaction Documents. (iv) No party or Neither Time Warner Cable nor any Affiliate thereof shall be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced by the applicable Newco or its AffiliatesHoldco, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by such Newco Holdco except as otherwise specifically provided in this Agreement, including for this purpose Section 3.4. (v) Prior to the ClosingHoldco Transaction, each party Time Warner Cable shall deliver to the other party Holdco a list identifying, in reasonable detail and to their respective Time Warner Cable’s knowledge, the Delayed Transfer Assets and the Authorizations required therefor. (vi) The parties hereto further agree (A) that any Delayed Transfer Transferred Assets referred to in this Section 2.1(h2.1(e) shall be treated for all Income Tax purposes as assets of the applicable Newco Holdco (or any successor thereof) and (B) not to report or take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by a change in applicable Tax law or a good faith resolution of a contest, provided that if such a resolution would result in Time Warner Cable taking a position that is inconsistent with any reporting position required to be taken under the Tax Matters Agreement the provisions of the Tax Matters Agreement shall apply). (vii) The parties agree that the treatment of any Delayed Transfer Asset (as defined in the TWC/Adelphia Purchase Agreement) [shall be governed by the terms of]to the extent related to the Group 1 Business (as defined in the TWC/Adelphia Purchase Agreement) shall be governed by the terms of the TWC/Adelphia Purchase Agreement to the extent inconsistent herewith. (viii) The parties agree that the treatment of any Delayed Transfer Asset (as defined in the Comcast/Adelphia Purchase Agreement) to the extent related to the Group 1 Remainder Business (as defined in the Comcast/Adelphia Purchase Agreement) shall be governed by the terms of the Comcast/Adelphia Purchase Agreement to the extent inconsistent herewith. (ix) [(viii)] Each Transferee shall cause its applicable Newco to perform its obligations under this Section 2.1(h). (x) The foregoing provisions of this Section 2.1(h) will apply mutatis mutandis to the transfer or assignment of any asset (other than a Franchise) out of a Restructured Comcast Native Newco or Comcast Dallas Entity in accordance with Section 2.1.

Authorizations and Consents. (i) If and to the extent that the transfer or assignment to TWE or from TWE or any of its Affiliates to Holdco (or any successor thereof) of any asset to the applicable Newco or, Transferred Asset (or following such transfer or assignment, the transfer (direct of Holdco Interests to Comcast Trust or indirectComcast Subsidiary, or from Comcast Trust to Comcast Subsidiary, as the case may be) of the Equity Securities of any Newco [(or]or any Comcast Dallas Entity (or, in each case, any successor thereof), in each case in accordance with this Section 2.1, would in any case be a violation of applicable Legal Requirements with respect to such assetTransferred Asset, require any Authorization that is not obtained with respect to such asset Transferred Asset or otherwise adversely affect the rights of the applicable Newco or Transferee, thereunder, transferee thereunder then the transfer or assignment to Holdco of such Transferred Asset (each such asset to the applicable Newco (each, a “Delayed Transfer Asset”) shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all legal impediments are removed and/or such Authorizations have been made or obtained. Notwithstanding the foregoing, any such Delayed Transfer Asset shall be deemed a Transferred Asset for purposes of determining whether any Liability is a Native Assumed Liability or Adelphia an Assumed Liability, as applicable. (ii) If the transfer or assignment of any Transferred Asset intended to be transferred or assigned directly or indirectly hereunder is not consummated prior to or at the Closing, whether as a result of the provisions of this Section 2.1(h2.1(d) or for any other reason, then the Group Member responsible for transferring TWE (or assigning such Transferred Asset its Affiliate) shall thereafter, directly or indirectly, hold such Delayed Transfer Transferred Asset for the use and benefit, insofar as reasonably possible and not prohibited under the terms of any applicable Contract, of the applicable Newco Holdco (at the expense of such NewcoHoldco). In addition, the Group Member responsible for directly or indirectly transferring or assigning such Transferred Asset TWE shall take or cause to be taken such other actions as may be reasonably requested by the applicable Newco Holdco in order to place such NewcoHoldco, insofar as reasonably possible, in the same position as if such Delayed Transfer Transferred Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Delayed Transfer Asset Transferred Assets including possession, use, risk of loss, potential for gain, and dominion, control and command over such Delayed Transfer Transferred Asset, are to inure from and after the Closing to such NewcoHoldco. To the extent permitted by Legal Requirements and to the extent otherwise permissible in 23 light of any required Authorization, the applicable Newco Holdco shall be entitled to, and shall be responsible for, the management of any Delayed Transfer Transferred Assets not yet transferred to it as a result of this Section 2.1(h2.1(d) and the parties agree to use reasonable commercial efforts to cooperate and coordinate with respect thereto. For the avoidance of doubt, TWE will cause each Transferring Person to comply with the provisions hereof as if such Transferring Person were a party hereto to the extent any Transferred Asset was intended to be, but was not, transferred in the Subsidiary Transfers or the Holdco Transaction, as applicable. (iii) If and when the Authorizations, the absence of which caused the deferral of transfer of any Delayed Transfer Transferred Asset pursuant to this Section 2.1(h2.1(d), are obtained, the transfer of the applicable Delayed Transfer Transferred Asset to the applicable Newco Holdco shall automatically and without further action be effected in accordance with the terms of this Agreement and the applicable Transaction Documents. (iv) No party or Neither TWE nor any Affiliate thereof shall be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced by the applicable Newco or its AffiliatesHoldco, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by such Newco Holdco except as otherwise specifically provided in this Agreement, including for this purpose Section 3.4. (v) Prior to the ClosingHoldco Transaction, each party TWE shall deliver to the other party Holdco a list identifying, in reasonable detail and to their respective TWE’s knowledge, the Delayed Transfer Assets and the Authorizations required therefor. (vi) The parties hereto further agree (A) that any Delayed Transfer Transferred Assets referred to in this Section 2.1(h2.1(d) shall be treated for all Income Tax purposes as assets of the applicable Newco Holdco (or any successor thereof) and (B) not to report or take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by a change in applicable Tax law or a good faith resolution of a contest). (vii) The parties agree that the treatment of any Delayed Transfer Asset (as defined in the TWC/Adelphia Purchase Agreement) [shall be governed by the terms of]to the extent related to the Group 1 Business (as defined in the TWC/Adelphia Purchase Agreement) shall be governed by the terms of the TWC/Adelphia Purchase Agreement to the extent inconsistent herewith. (viii) The parties agree that the treatment of any Delayed Transfer Asset (as defined in the Comcast/Adelphia Purchase Agreement) to the extent related to the Group 1 Remainder Business (as defined in the Comcast/Adelphia Purchase Agreement) shall be governed by the terms of the Comcast/Adelphia Purchase Agreement to the extent inconsistent herewith. (ix) [(viii)] Each Transferee shall cause its applicable Newco to perform its obligations under this Section 2.1(h). (x) The foregoing provisions of this Section 2.1(h) will apply mutatis mutandis to the transfer or assignment of any asset (other than a Franchise) out of a Restructured Comcast Native Newco or Comcast Dallas Entity in accordance with Section 2.1.

Authorizations and Consents. (i) If and to the extent that the transfer or assignment from TWE to TWE Holdco I, from TWE-A/N to TWE, from any Transferring Person to Time Warner Cable or from Time Warner Cable or any of its Affiliates to Holdco (or any successor thereof) of any asset to the applicable Newco or, Transferred Asset (or following such transfer or assignment, the transfer (direct of Holdco Shares to Comcast Trust or indirectComcast Subsidiary, or from Comcast Trust to Comcast Subsidiary, as the case may be) of the Equity Securities of any Newco [(or]or any Comcast Dallas Entity (or, in each case, any successor thereof), in each case in accordance with this Section 2.1, would in any case be a violation of applicable Legal Requirements with respect to such assetTransferred Asset, require any Authorization that is not obtained with respect to such asset Transferred Asset or otherwise adversely affect the rights of the applicable Newco or Transferee, thereunder, transferee thereunder then the transfer or assignment to Time Warner Cable or Holdco, as applicable, of such Transferred Asset (each such asset to the applicable Newco (each, a “"Delayed Transfer Asset”") shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all legal impediments are removed and/or such Authorizations have been made or obtained. Notwithstanding the foregoing, any such Delayed Transfer Asset shall be deemed a Transferred Asset for purposes of determining whether any Liability is a Native Assumed Liability or Adelphia an Assumed Liability, as applicable. (ii) If the transfer or assignment of any Transferred Asset intended to be transferred or assigned directly or indirectly hereunder is not consummated prior to or at the Closing, whether as a result of the provisions of this Section 2.1(h2.1(e) or for any other reason, then the Group Member responsible for transferring Time Warner Cable (or assigning such Transferred Asset its Affiliate) shall thereafter, directly or indirectly, hold such Delayed Transfer Transferred Asset for the use and benefit, insofar as reasonably possible and not prohibited under the terms of any applicable Contract, of the applicable Newco Holdco (at the expense of such NewcoHoldco). In addition, the Group Member responsible for directly or indirectly transferring or assigning such Transferred Asset Time Warner Cable shall take or cause to be taken such other actions as may be reasonably requested by the applicable Newco Holdco in order to place such NewcoHoldco, insofar as reasonably possible, in the same position as if such Delayed Transfer Transferred Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Delayed Transfer Asset Transferred Assets including possession, use, risk of loss, potential for gain, and dominion, control and command over such Delayed Transfer Transferred Asset, are to inure from and after the Closing to such NewcoHoldco. To the extent permitted by Legal Requirements and to the extent otherwise permissible in light of any required Authorization, the applicable Newco Holdco shall be entitled to, and shall be responsible for, the management of any Delayed Transfer Transferred Assets not yet transferred to it as a result of this Section 2.1(h2.1(e) and the parties agree to use reasonable commercial efforts to cooperate and coordinate with respect thereto. For the avoidance of doubt, Time Warner Cable will cause TWE and each other Transferring Person to comply with the provisions hereof as if TWE or such other Transferring Person were a party hereto to the extent any Transferred Asset was intended to be, but was not, transferred in the GP Redemption, TWE-A/N Transfer, Subsidiary Transfers or the Holdco Transaction, as applicable. (iii) If and when the Authorizations, the absence of which caused the deferral of transfer of any Delayed Transfer Transferred Asset pursuant to this Section 2.1(h2.1(e), are obtained, the transfer of the applicable Delayed Transfer Transferred Asset to the applicable Newco Holdco shall automatically and without further action be effected in accordance with the terms of this Agreement and the applicable Transaction Documents. (iv) No party or Neither Time Warner Cable nor any Affiliate thereof shall be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced by the applicable Newco or its AffiliatesHoldco, other than reasonable out-of-pocket expenses, attorneys’ ' fees and recording or similar fees, all of which shall be promptly reimbursed by such Newco Holdco except as otherwise specifically provided in this Agreement, including for this purpose Section 3.4. (v) Prior to the ClosingHoldco Transaction, each party Time Warner Cable shall deliver to the other party Holdco a list identifying, in reasonable detail and to their respective Time Warner Cable's knowledge, the Delayed Transfer Assets and the Authorizations required therefor. (vi) The parties hereto further agree (A) that any Delayed Transfer Transferred Assets referred to in this Section 2.1(h2.1(e) shall be treated for all Income Tax purposes as assets of the applicable Newco Holdco (or any successor thereof) and (B) not to report or take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by a change in applicable Tax law or a good faith resolution of a contest, provided that if such a resolution would result in Time Warner Cable taking a position that is inconsistent with any reporting position required to be taken under the Tax Matters Agreement the provisions of the Tax Matters Agreement shall apply). (vii) The parties agree that the treatment of any Delayed Transfer Asset (as defined in the TWC/Adelphia Purchase Agreement) [shall be governed by the terms of]to the extent related to the Group 1 Business (as defined in the TWC/Adelphia Purchase Agreement) shall be governed by the terms of the TWC/Adelphia Purchase Agreement to the extent inconsistent herewith. (viii) The parties agree that the treatment of any Delayed Transfer Asset (as defined in the Comcast/Adelphia Purchase Agreement) to the extent related to the Group 1 Remainder Business (as defined in the Comcast/Adelphia Purchase Agreement) shall be governed by the terms of the Comcast/Adelphia Purchase Agreement to the extent inconsistent herewith. (ix) [(viii)] Each Transferee shall cause its applicable Newco to perform its obligations under this Section 2.1(h). (x) The foregoing provisions of this Section 2.1(h) will apply mutatis mutandis to the transfer or assignment of any asset (other than a Franchise) out of a Restructured Comcast Native Newco or Comcast Dallas Entity in accordance with Section 2.1.

Authorizations and Consents. (i) If and to the extent that the transfer or assignment from TWE to TWE Holdco I, from any Transferring Person to Time Warner Cable or from Time Warner Cable or any of its Affiliates to Holdco (or any successor thereof) of any asset to the applicable Newco or, Transferred Asset (or following such transfer or assignment, the transfer (direct of Holdco Shares to Comcast Trust or indirectComcast Subsidiary, or from Comcast Trust to Comcast Subsidiary, as the case may be) of the Equity Securities of any Newco [(or]or any Comcast Dallas Entity (or, in each case, any successor thereof), in each case in accordance with this Section 2.1, would in any case be a violation of applicable Legal Requirements with respect to such assetTransferred Asset, require any Authorization that is not obtained with respect to such asset Transferred Asset or otherwise adversely affect the rights of the applicable Newco or Transferee, thereunder, transferee thereunder then the transfer or assignment to Time Warner Cable or Holdco, as applicable, of such Transferred Asset (each such asset to the applicable Newco (each, a “"Delayed Transfer Asset”") shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all legal impediments are removed and/or such Authorizations have been made or obtained. Notwithstanding the foregoing, any such Delayed Transfer Asset shall be deemed a Transferred Asset for purposes of determining whether any Liability is a Native Assumed Liability or Adelphia an Assumed Liability, as applicable. (ii) If the transfer or assignment of any Transferred Asset intended to be transferred or assigned directly or indirectly hereunder is not consummated prior to or at the Closing, whether as a result of the provisions of this Section 2.1(h2.1(e) or for any other reason, then the Group Member responsible for transferring Time Warner Cable (or assigning such Transferred Asset its Affiliate) shall thereafter, directly or indirectly, hold such Delayed Transfer Transferred Asset for the use and benefit, insofar as reasonably possible and not prohibited under the terms of any applicable Contract, of the applicable Newco Holdco (at the expense of such NewcoHoldco). In addition, the Group Member responsible for directly or indirectly transferring or assigning such Transferred Asset Time Warner Cable shall take or cause to be taken such other actions as may be reasonably requested by the applicable Newco Holdco in order to place such NewcoHoldco, insofar as reasonably possible, in the same position as if such Delayed Transfer Transferred Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Delayed Transfer Asset Transferred Assets including possession, use, risk of loss, potential for gain, and dominion, control and command over such Delayed Transfer Transferred Asset, are to inure from and after the Closing to such NewcoHoldco. To the extent permitted by Legal Requirements and to the extent otherwise permissible in light of any required Authorization, the applicable Newco Holdco shall be entitled to, and shall be responsible for, the management of any Delayed Transfer Transferred Assets not yet transferred to it as a result of this Section 2.1(h2.1(e) and the parties agree to use reasonable commercial efforts to cooperate and coordinate with respect thereto. For the avoidance of doubt, Time Warner Cable will cause TWE and each other Transferring Person to comply with the provisions hereof as if TWE or such other Transferring Person were a party hereto to the extent any Transferred Asset was intended to be, but was not, transferred in the GP Redemption, Subsidiary Transfers or the Holdco Transaction, as applicable. (iii) If and when the Authorizations, the absence of which caused the deferral of transfer of any Delayed Transfer Transferred Asset pursuant to this Section 2.1(h2.1(e), are obtained, the transfer of the applicable Delayed Transfer Transferred Asset to the applicable Newco Holdco shall automatically and without further action be effected in accordance with the terms of this Agreement and the applicable Transaction Documents. (iv) No party or Neither Time Warner Cable nor any Affiliate thereof shall be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced by the applicable Newco or its AffiliatesHoldco, other than reasonable out-of-pocket expenses, attorneys’ ' fees and recording or similar fees, all of which shall be promptly reimbursed by such Newco Holdco except as otherwise specifically provided in this Agreement, including for this purpose Section 3.4. (v) Prior to the ClosingHoldco Transaction, each party Time Warner Cable shall deliver to the other party Holdco a list identifying, in reasonable detail and to their respective Time Warner Cable's knowledge, the Delayed Transfer Assets and the Authorizations required therefor. (vi) The parties hereto further agree (A) that any Delayed Transfer Transferred Assets referred to in this Section 2.1(h2.1(e) shall be treated for all Income Tax purposes as assets of the applicable Newco Holdco (or any successor thereof) and (B) not to report or take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by a change in applicable Tax law or a good faith resolution of a contest, provided that if such a resolution would result in Time Warner Cable taking a position that is inconsistent with any reporting position required to be taken under the Tax Matters Agreement the provisions of the Tax Matters Agreement shall apply). (vii) The parties agree that the treatment of any Delayed Transfer Asset (as defined in the TWC/Adelphia Purchase Agreement) [shall be governed by the terms of]to the extent related to the Group 1 Business (as defined in the TWC/Adelphia Purchase Agreement) shall be governed by the terms of the TWC/Adelphia Purchase Agreement to the extent inconsistent herewith. (viii) The parties agree that the treatment of any Delayed Transfer Asset (as defined in the Comcast/Adelphia Purchase Agreement) to the extent related to the Group 1 Remainder Business (as defined in the Comcast/Adelphia Purchase Agreement) shall be governed by the terms of the Comcast/Adelphia Purchase Agreement to the extent inconsistent herewith. (ix) [(viii)] Each Transferee shall cause its applicable Newco to perform its obligations under this Section 2.1(h). (x) The foregoing provisions of this Section 2.1(h) will apply mutatis mutandis to the transfer or assignment of any asset (other than a Franchise) out of a Restructured Comcast Native Newco or Comcast Dallas Entity in accordance with Section 2.1.

Authorizations and Consents. (i) If and to the extent that the transfer or assignment of any asset to the applicable Newco or, following such transfer or assignment, the transfer (direct or indirect) of the Equity Securities of any Newco [(or]or any Comcast Dallas Entity (or, in each case, or any successor thereof), in each case in accordance with this Section 2.1, would in any case be a violation of applicable Legal Requirements with respect to such asset, require any Authorization that is not obtained with respect to such asset or otherwise adversely affect the rights of the applicable Newco or Transferee, Transferee thereunder, then the transfer or assignment of each such asset to the applicable Newco (each, each a “Delayed Transfer Asset”) shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all legal impediments are removed and/or such Authorizations have been made or obtained. Notwithstanding the foregoing, any such Delayed Transfer Asset shall be deemed a Transferred Asset for purposes of determining whether any Liability is a Native Assumed Liability or Adelphia Assumed Liability, as applicable. (ii) If the transfer or assignment of any Transferred Asset intended to be transferred or assigned directly or indirectly hereunder is not consummated prior to or at the Closing, whether as a result of the provisions of this Section 2.1(h) or for any other reason, then the Group Member responsible for transferring or assigning such Transferred Asset shall thereafter, directly or indirectly, hold such Delayed Transfer Asset for the use and benefit, insofar as reasonably possible and not prohibited under the terms of any applicable Contract, of the applicable Newco (at the expense of such Newco). In addition, the Group Member responsible for directly or indirectly transferring or assigning such Transferred Asset shall take or cause to be taken such other actions as may be reasonably requested by the applicable Newco in order to place such Newco, insofar as reasonably possible, in the same position as if such Delayed Transfer Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Delayed Transfer Asset including possession, use, risk of loss, potential for gain, and dominion, control and command over such Delayed Transfer Asset, are to inure from and after the Closing to such Newco. To the extent permitted by Legal Requirements and to the extent otherwise permissible in light of any required Authorization, the applicable Newco shall be entitled to, and shall be responsible for, the management of any Delayed Transfer Assets not yet transferred to it as a result of this Section 2.1(h) and the parties agree to use reasonable commercial efforts to cooperate and coordinate with respect thereto. (iii) If and when the Authorizations, the absence of which caused the deferral of transfer of any Delayed Transfer Asset pursuant to this Section 2.1(h), are obtained, the transfer of the applicable Delayed Transfer Asset to the applicable Newco shall automatically and without further action be effected in accordance with the terms of this Agreement and the applicable Transaction Documents. (iv) No party or any Affiliate thereof shall be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced by the applicable Newco or its Affiliates, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by such Newco except as otherwise specifically provided in this Agreement, including for this purpose Section 3.4. (v) Prior to the Closing, each party shall deliver to the other party a list identifying, in reasonable detail and to their respective knowledge, the Delayed Transfer Assets and the Authorizations required therefor. (vi) The parties hereto further agree (A) that any Delayed Transfer Assets referred to in this Section 2.1(h) shall be treated for all Income Tax purposes as assets of the applicable Newco (or any successor thereof) and (B) not to report or take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by a change in applicable Tax law or a good faith resolution of a contest). (vii) The parties agree that the treatment of any Delayed Transfer Asset (as defined in the TWC/Adelphia Purchase Agreement) [shall be governed by the terms of]to the extent related to the Group 1 Business (as defined in the TWC/Adelphia Purchase Agreement) shall be governed by the terms of the TWC/Adelphia Purchase Agreement to the extent inconsistent herewith. (viii) The parties agree that the treatment of any Delayed Transfer Asset (as defined in the Comcast/Adelphia Purchase Agreement) to the extent related to the Group 1 Remainder Business (as defined in the Comcast/Adelphia Purchase Agreement) shall be governed by the terms of the Comcast/Adelphia Purchase Agreement to the extent inconsistent herewith. (ix) [(viii)] Each Transferee shall cause its applicable Newco to perform its obligations under this Section 2.1(h)) . (x) The foregoing provisions of this Section 2.1(h) will apply mutatis mutandis to the transfer or assignment of any asset (other than a Franchise) out of a Restructured Comcast Native Newco or Comcast Dallas Entity in accordance with Section 2.1.