Common use of Conditions of Manager’s Obligations Clause in Contracts

Conditions of Manager’s Obligations. The several obligations of the Managers to purchase the Shares hereunder are subject to the following conditions: (a) All of the representations and warranties of the Company contained in this Agreement shall be true and correct on the Closing Date with the same force and effect as if made on and as of the Closing Date. (b) If, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto (including pursuant to Rule 462(b)) to be declared effective before the offering of the Shares may commence, the Registration Statement or such post-effective amendment shall have become effective not later than 5:30 P.M., New York City time, on the date hereof, or at such later date and time as shall be consented to in writing by you, and all filings, if any, required by Rules 424 and 430A under the Act shall have been timely made; no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been instituted or, to the knowledge of the Company or any Manager, threatened by the Commission, and any request of the Commission for additional information (to be included in the Registration Statement or the Prospectuses or otherwise) shall have been complied with to your satisfaction. (c) Subsequent to the effective date of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, that would have a Material Adverse Effect on the Company, the Subsidiaries and the Joint Ventures, taken as a whole, not contemplated by the Prospectuses, which in your opinion, as Lead Managers for the several Managers, would materially adversely affect the market for the Shares, or (ii) any event or development relating to or involving the Company, the Subsidiaries, the Joint Ventures or any officer or director of the Company which makes any statement made in the Prospectuses untrue or which, in the opinion of the Company and its counsel or the Managers and their counsel, requires the making of any addition to or change in the Prospectuses in order to state a material fact required by the Act or any other law to be stated therein or necessary in order to make the statements therein not misleading, if amending or supplementing the Prospectuses to reflect such event or development would, in your opinion, as Lead Managers for the several Managers, materially adversely affect the market for the Shares. (d) You shall have received a certificate, dated the Closing Date, signed on behalf of the Company by (i) the President or a Vice Chairman and (ii) a Vice President, Vice Chairman, Secretary or Assistant Secretary, in form and substance reasonably satisfactory to you, confirming, as of the Closing Date, the matters set forth in paragraphs (a), (b), and (c) of this Section 8, certain incumbency matters and that, as of the Closing Date, the obligations of the Company to be performed hereunder on or prior thereto have been duly performed. (e) You shall have received on the Closing Date, an opinion, dated the Closing Date, in form and substance satisfactory to you, of Xxxxxxxx Xxxxxxxxx, counsel for the Company, to the effect set forth in Exhibit B hereto. (f) You shall have received on the Closing Date an opinion, dated the Closing Date, in form and substance satisfactory to you, of Xxxxxxx & Berlin, special regulatory counsel to the Company, to the effect set forth in Exhibit C hereto. (g) You shall have received an opinion, dated the Closing Date, in form and substance reasonably satisfactory to you, of Xxxxxx & Xxxxxxx, counsel to the Lead Managers for the Managers, covering such matters as are customarily covered in such opinions. (h) At the time this Agreement is executed and at the Closing Date, you shall have received from Deloitte & Touche, independent public accountants for the Company dated as of the date of this Agreement and of the Closing Date, respectively, a customary comfort letter addressed to the you and in form and substance satisfactory to you with respect to the financial statements and certain financial information of the Company, the Subsidiaries and the Joint Ventures contained in the Registration Statement and the Prospectuses. (i) No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been taken or, to the knowledge of the Company, shall be contemplated by the Commission at or prior to the Closing Date; (ii) there shall not have been any change in the capital stock of the Company nor any material increase in the short-term or long-term debt of the Company (other than in the ordinary course of business) from that set forth or contemplated in the Registration Statement or the Prospectuses; (iii) there shall not have been, since the respective dates as of which information is given in the Registration Statement and the Prospectuses, except as may otherwise be stated in the Registration Statement and, any material adverse change in the condition (financial or other), business, prospects, properties, net worth or results of operations of the Company and the Subsidiaries taken as a whole; and (iv) the Company and the Subsidiaries shall not have any liabilities or obligations, direct or contingent (whether or not in the ordinary course of business), that are material to the Company and the Subsidiaries, taken as a whole, other than those reflected in the Registration Statement or the Prospectuses. (j) The Company shall not have failed at or prior to the Closing Date to have performed or complied with any of its agreements herein contained and required to be performed or complied with by it hereunder at or prior to the Closing Date. (k) Xxxxxx & Xxxxxxx shall have been furnished with such documents, in addition to those set forth above, as they may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Section 8 and in order to evidence the accuracy, completeness or satisfaction in all material respects of any of the representations, warranties or conditions herein contained. (l) The Shares shall have been listed or approved for listing upon notice of issuance on the Nasdaq National Market. (m) The closing under the U.S. Underwriting Agreement shall have occurred concurrently with the closing hereunder on the Closing Date. (n) The Adelphia Share Purchase shall have occurred in accordance with the terms and conditions set forth in the letter agreement by which the Parent and the Company have agreed to effectuate the Adelphia Share Purchase (the "Adelphia Share Purchase Agreement") and the Adelphia Note Contribution shall have occurred in accordance with the terms and conditions set forth in the letter agreement by which the Parent and the Company have agreed to effectuate the Adelphia Note Contribution (the "Adelphia Note Contribution Agreement"). (o) In accordance with that certain letter of understanding dated April ___, 1998, among the Company, the Parent and MCI (the "MCI Agreement"): (i) the MCI Warrant (as defined in the Prospectuses) and the Additional MCI Warrants shall been issued to MCI (as defined in the Prospectuses), (ii) the MCI Warrant and the Additional MCI Warrants shall have been purchased from MCI by the Parent and (iii) the Company shall have issued the Adelphia Warrant (as defined in the Prospectuses) to the Parent. (p) Prior to the Closing Date, the Company, the Subsidiaries and the Joint Ventures shall have furnished or caused to be furnished to you such further certificates and documents as you shall have requested. All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof only if they are satisfactory in form and substance to you and your counsel. Any certificate or document signed by any officer of the Company and delivered to you, as Lead Managers for the Managers, or to counsel for the Managers, shall be deemed a representation and warranty by the Company to each Manager as to the statements made therein.

Conditions of Manager’s Obligations. The several obligations of the Managers to purchase the Shares hereunder are subject to the following conditions: (a) All of the representations and warranties of the Company contained in this Agreement shall be true and correct on the Closing Date with the same force and effect as if made on and as of the Closing Date. (b) If, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto (including pursuant to Rule 462(b)) to be declared effective before the offering of the Shares may commence, the Registration Statement or such post-effective amendment shall have become effective not later than 5:30 P.M., New York City time, on the date hereof, or at such later date and time as shall be consented to in writing by you, and all filings, if any, required by Rules 424 and 430A under the Act shall have been timely made; no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been instituted or, to the knowledge of the Company or any Manager, threatened by the Commission, and any request of the Commission for additional information (to be included in the Registration Statement or the Prospectuses or otherwise) shall have been complied with to your satisfaction. (c) Subsequent to the effective date of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, that would have a Material Adverse Effect on the Company, the Subsidiaries and the Joint Ventures, taken as a whole, not contemplated by the Prospectuses, which in your opinion, as Lead Managers for the several Managers, would materially adversely affect the market for the Shares, or (ii) any event or development relating to or involving the Company, the Subsidiaries, the Joint Ventures or any officer or director of the Company which makes any statement made in the Prospectuses untrue or which, in the opinion of the Company and its counsel or the Managers and their counsel, requires the making of any addition to or change in the Prospectuses in order to state a material fact required by the Act or any other law to be stated therein or necessary in order to make the statements therein not misleading, if amending or supplementing the Prospectuses to reflect such event or development would, in your opinion, as Lead Managers for the several Managers, materially adversely affect the market for the Shares. (d) You shall have received a certificate, dated the Closing Date, signed on behalf of the Company by (i) the President or a Vice Chairman and (ii) a Vice President, Vice Chairman, Secretary or Assistant Secretary, in form and substance reasonably satisfactory to you, confirming, as of the Closing Date, the matters set forth in paragraphs (a), (b), and (c) of this Section 8, certain incumbency matters and that, as of the Closing Date, the obligations of the Company to be performed hereunder on or prior thereto have been duly performed. (e) You shall have received on the Closing Date, an opinion, dated the Closing Date, in form and substance satisfactory to you, of Xxxxxxxx XxxxxxxxxBuchanan Ingersoll, counsel for the Company, to the effect set forth in Exhibit B heretofortx xx Xxxixxx X xxxeto. (f) You shall have received on the Closing Date an opinion, dated the Closing Date, in form and substance satisfactory to you, of Xxxxxxx Swidler & Berlin, special regulatory counsel to the Company, to the effect xxxxxx set forth in Exhibit C hereto. (g) You shall have received an opinion, dated the Closing Date, in form and substance reasonably satisfactory to you, of Xxxxxx Latham & XxxxxxxWatkins, counsel to the Lead Managers for the Managers, covering such matters coxxxxxx suxx xxxxers as are customarily covered in such opinions. (h) At the time this Agreement is executed and at the Closing Date, you shall have received from Deloitte & Touche, independent public accountants for the Company dated as of the date of this Agreement and of the Closing Date, respectively, a customary comfort letter addressed to the you and in form and substance satisfactory to you with respect to the financial statements and certain financial information of the Company, the Subsidiaries and the Joint Ventures contained in the Registration Statement and the Prospectuses. (i) No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been taken or, to the knowledge of the Company, shall be contemplated by the Commission at or prior to the Closing Date; (ii) there shall not have been any change in the capital stock of the Company nor any material increase in the short-term or long-term debt of the Company (other than in the ordinary course of business) from that set forth or contemplated in the Registration Statement or the Prospectuses; (iii) there shall not have been, since the respective dates as of which information is given in the Registration Statement and the Prospectuses, except as may otherwise be stated in the Registration Statement and, any material adverse change in the condition (financial or other), business, prospects, properties, net worth or results of operations of the Company and the Subsidiaries taken as a whole; and (iv) the Company and the Subsidiaries shall not have any liabilities or obligations, direct or contingent (whether or not in the ordinary course of business), that are material to the Company and the Subsidiaries, taken as a whole, other than those reflected in the Registration Statement or the Prospectuses. (j) The Company shall not have failed at or prior to the Closing Date to have performed or complied with any of its agreements herein contained and required to be performed or complied with by it hereunder at or prior to the Closing Date. (k) Xxxxxx Latham & Xxxxxxx Watkins shall have been furnished with such documents, in addition to those xxxxxxon xx xxxxe set forth above, as they may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Section 8 and in order to evidence the accuracy, completeness or satisfaction in all material respects of any of the representations, warranties or conditions herein contained. (l) The Shares shall have been listed or approved for listing upon notice of issuance on the Nasdaq National Market. (m) The closing under the U.S. Underwriting Agreement shall have occurred concurrently with the closing hereunder on the Closing Date. (n) The Adelphia Share Purchase shall have occurred in accordance with the terms and conditions set forth in the letter agreement by which the Parent and the Company have agreed to effectuate the Adelphia Share Purchase (the "Adelphia Share Purchase Agreement") and the Adelphia Note Contribution shall have occurred in accordance with the terms and conditions set forth in the letter agreement by which the Parent and the Company have agreed to effectuate the Adelphia Note Contribution (the "Adelphia Note Contribution Agreement"). (o) In accordance with that certain letter of understanding dated April ___, 1998, among the Company, the Parent and MCI (the "MCI Agreement"): (i) the MCI Warrant (as defined in the Prospectuses) and the Additional MCI Warrants shall been issued to MCI (as defined in the Prospectuses), (ii) the MCI Warrant and the Additional MCI Warrants shall have been purchased from MCI by the Parent and (iii) the Company shall have issued the Adelphia Warrant (as defined in the Prospectuses) to the Parent. (p) Prior to the Closing Date, the Company, the Subsidiaries and the Joint Ventures shall have furnished or caused to be furnished to you such further certificates and documents as you shall have requested. All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof only if they are satisfactory in form and substance to you and your counsel. Any certificate or document signed by any officer of the Company and delivered to you, as Lead Managers for the Managers, or to counsel for the Managers, shall be deemed a representation and warranty by the Company to each Manager as to the statements made therein.

Conditions of Manager’s Obligations. The several obligations of the Managers to purchase the Shares hereunder are subject to the following conditions: (a) All of the representations and warranties of the Company contained in this Agreement shall be true and correct on the Closing Date with the same force and effect as if made on and as of the Closing Date. (b) If, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto (including pursuant to Rule 462(b)) to be declared effective before the offering of the Shares may commence, the Registration Statement or such post-effective amendment shall have become effective not later than 5:30 P.M., P.M. New York City time, on the date hereof, or at such later date and time as shall be consented to in writing by you, and all filings, if any, required by Rules 424 and 430A under the Act shall have been timely made; no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been instituted or, to the knowledge of the Company or any Manager, threatened by the Commission, and any request of the Commission for additional information (to be included in the Registration Statement or the Prospectuses or otherwise) shall have been complied with to your reasonable satisfaction. (cb) Subsequent to the effective date of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, that would have a Material Adverse Effect material adverse effect on the Companycondition, financial or otherwise, earnings, business, prospects, or results of operations of the Subsidiaries Company and the Joint Ventures, its subsidiaries taken as a whole, not contemplated by the Prospectuses, which in your opinion, as Lead Managers for of the several Managers, would materially adversely affect the market for the Shares, or (ii) any event or development relating to or involving the Company, the Subsidiaries, the Joint Ventures Company or any officer or director of the Company or any Selling Shareholder which makes any statement made in the Prospectuses untrue or which, in the opinion of the Company and its counsel or the Managers and their counsel, requires the making of any addition to or change in the Prospectuses in order to state a material fact required by the Act or any other law to be stated therein or necessary in order to make the statements therein not misleading, if amending or supplementing the Prospectuses to reflect such event or development would, in your opinion, as Lead Managers for the several Managers, materially adversely affect the market for the Shares. (d) You shall have received a certificate, dated the Closing Date, signed on behalf of the Company by (i) the President or a Vice Chairman and (ii) a Vice President, Vice Chairman, Secretary or Assistant Secretary, in form and substance reasonably satisfactory to you, confirming, as of the Closing Date, the matters set forth in paragraphs (a), (b), and (c) of this Section 8, certain incumbency matters and that, as of the Closing Date, the obligations of the Company to be performed hereunder on or prior thereto have been duly performed. (e) You shall have received on the Closing Date, an opinion, dated the Closing Date, in form and substance satisfactory to you, of Xxxxxxxx Xxxxxxxxx, counsel for the Company, to the effect set forth in Exhibit B hereto. (f) You shall have received on the Closing Date an opinionopinion of Xxxxx, Xxxxx & Xxxxx, counsel for the Company and LaSalle Re, dated the Closing Date, in form Date and substance satisfactory addressed to you, of Xxxxxxx & Berlin, special regulatory counsel to as Lead Managers for the Companyseveral Managers, to the effect set forth in Exhibit C heretothat: (i) This Agreement is a valid and binding agreement of the Company. (gii) You shall have received an opinion, dated On the Closing Date, all of the outstanding shares of capital stock of the Company and LaSalle Re (including the Shares) conformed in form and substance reasonably satisfactory to you, of Xxxxxx & Xxxxxxx, counsel all material respects to the Lead Managers description thereof contained in the Prospectuses; to the knowledge of such counsel, the Shares are not subject to any contractual pre-emptive or other similar rights; the form of certificates for the Managers, covering such matters as are customarily covered in such opinionsShares conforms to the requirements of the Nasdaq National Market; and the Shares have been approved for quotation on the Nasdaq National Market. (hiii) At To the time this Agreement knowledge of such counsel there is executed and at the Closing Dateno legal or governmental action, you shall have received from Deloitte & Touchesuit or proceeding before or by any court or governmental agency or body, independent public accountants for domestic or foreign, now pending, contemplated or threatened against the Company dated as or any of its subsidiaries or any injunction, restraining order or order of any nature by a court of competent jurisdiction, arising out of or in connection with the consummation of the date of transactions contemplated by this Agreement and of the Closing Date, respectively, a customary comfort letter addressed to the you and in form and substance satisfactory to you with respect to the financial statements and certain financial information of the Company, the Subsidiaries and the Joint Ventures contained in the Agreement. (iv) The Registration Statement and each post-effective amendment, if any, is effective under the Prospectuses. (i) No Act and the Rules and Regulations and, to such counsel's knowledge, no stop order suspending the effectiveness of the Registration Statement shall have or any part thereof or preventing or suspending the use of any Prepricing Prospectus has been issued under the Act or the Rules and no Regulations or proceedings for that purpose shall have been taken or, to the knowledge of the Company, shall be therefor initiated or threatened or are pending or contemplated by the Commission at or prior Commission, and any required filing of the Prospectuses pursuant to the Closing Date; Rule 424(b) has been made in accordance with such rule. (iiv) there shall not have been any change Statements set forth in the capital stock Prospectuses under the headings "Risk Factors", "Management's Discussion and Analysis of the Company nor any material increase in the short-term or long-term debt Financial Condition and Results of the Company (other than in the ordinary course Operations", "Business", "Management", "Certain Transactions", "Description of business) from that set forth or contemplated Capital Stock" and in the Registration Statement or the Prospectuses; (iii) there shall not have been, since the respective dates as under Items 14 and 15 of which information is given in Part II of the Registration Statement and the ProspectusesStatement, except insofar as may otherwise be stated in the Registration Statement and, any material adverse change in the condition (financial or other), business, prospects, properties, net worth or results of operations such statements constitute a summary of the Company and the Subsidiaries taken as a whole; and (iv) the Company and the Subsidiaries shall not have any liabilities legal matters, documents or obligationsproceedings or refer to statements of regulation, direct law or contingent (whether or not in the ordinary course of business), that are material to the Company and the Subsidiaries, taken as a whole, other than those reflected in the Registration Statement or the Prospectuses. (j) The Company shall not have failed at or prior to the Closing Date to have performed or complied with any of its agreements herein contained and required to be performed or complied with by it hereunder at or prior to the Closing Date. (k) Xxxxxx & Xxxxxxx shall have been furnished with such documents, in addition to those set forth above, as they may reasonably require for the purpose of enabling them to review or pass upon the matters legal conclusions referred to in this Section 8 therein fairly present the information called for with respect to such legal matters, documents or proceedings and in order to evidence the accuracystatements, completeness or satisfaction and are accurate in all material respects of any of the representations, warranties or conditions herein containedrespects. (l) The Shares shall have been listed or approved for listing upon notice of issuance on the Nasdaq National Market. (m) The closing under the U.S. Underwriting Agreement shall have occurred concurrently with the closing hereunder on the Closing Date. (n) The Adelphia Share Purchase shall have occurred in accordance with the terms and conditions set forth in the letter agreement by which the Parent and the Company have agreed to effectuate the Adelphia Share Purchase (the "Adelphia Share Purchase Agreement") and the Adelphia Note Contribution shall have occurred in accordance with the terms and conditions set forth in the letter agreement by which the Parent and the Company have agreed to effectuate the Adelphia Note Contribution (the "Adelphia Note Contribution Agreement"). (o) In accordance with that certain letter of understanding dated April ___, 1998, among the Company, the Parent and MCI (the "MCI Agreement"): (i) the MCI Warrant (as defined in the Prospectuses) and the Additional MCI Warrants shall been issued to MCI (as defined in the Prospectuses), (ii) the MCI Warrant and the Additional MCI Warrants shall have been purchased from MCI by the Parent and (iii) the Company shall have issued the Adelphia Warrant (as defined in the Prospectuses) to the Parent. (p) Prior to the Closing Date, the Company, the Subsidiaries and the Joint Ventures shall have furnished or caused to be furnished to you such further certificates and documents as you shall have requested. All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof only if they are satisfactory in form and substance to you and your counsel. Any certificate or document signed by any officer of the Company and delivered to you, as Lead Managers for the Managers, or to counsel for the Managers, shall be deemed a representation and warranty by the Company to each Manager as to the statements made therein.

Conditions of Manager’s Obligations. The several obligations of the Managers to purchase the Shares hereunder are subject to the following conditions: (a) All of the representations and warranties of the Company contained in this Agreement shall be true and correct on the Closing Date with the same force and effect as if made on and as of the Closing Date. (b) If, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto (including pursuant to Rule 462(b)) to be declared effective before the offering of the Shares may commence, the Registration Statement or such post-effective amendment shall have become effective not later than 5:30 P.M., New York City time, on the date hereof, or at such later date and time as shall be consented to in writing by you, and all filings, if any, required by Rules 424 and 430A under the Act shall have been timely made; no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been instituted or, to the knowledge of the Company or any Manager, threatened by the Commission, and any request of the Commission for additional information (to be included in the Registration Statement or the Prospectuses or otherwise) shall have been complied with to your satisfaction. (c) Subsequent to the effective date of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, that would have a Material Adverse Effect on the Company, the Subsidiaries Company and the Joint VenturesSubsidiaries, taken as a whole, not contemplated by the Prospectuses, which in your opinion, as Lead Managers for the several Managers, would materially adversely affect the market for the Shares, or (ii) any event or development relating to or involving the Company, the Subsidiaries, the Joint Ventures or any officer or director of the Company or the Subsidiaries which makes any statement made in the Prospectuses untrue or which, in the opinion of the Company and its counsel or the Managers and their counsel, requires the making of any addition to or change in the Prospectuses in order to state a material fact required by the Act or any other law to be stated therein or necessary in order to make the statements therein not misleading, if amending or supplementing the Prospectuses to reflect such event or development would, in your opinion, as Lead Managers for the several Managers, materially adversely affect the market for the Shares. (d) You shall have received a certificate, dated the Closing Date, signed on behalf of the Company by any two officers (ifor the purpose of this subsections (d) "officer" shall mean the President or a Vice Chairman and (ii) a of the Board, the President, any Vice President, Vice Chairmanthe Chief Financial Officer, the Treasurer, the Secretary or Assistant Secretary), in form and substance reasonably satisfactory to you, confirming, as of the Closing Date, the matters set forth in paragraphs (a), (b), and (c) of this Section 8, certain incumbency matters and that, as of the Closing Date, the obligations of the Company to be performed hereunder on or prior thereto have been duly performed. (e) You shall have received on the Closing Date, an opinion, dated the Closing Date, in form and substance satisfactory to you, of Xxxxxxxx Xxxxxxxxx, counsel for the Company, to the effect set forth in Exhibit B hereto. (f) You shall have received on the Closing Date an opinion, dated the Closing Date, in form and substance satisfactory to you, of Xxxxxxx & Berlin, special regulatory counsel to the Company, to the effect set forth in Exhibit C hereto. (g) You shall have received an opinion, dated the Closing Date, in form and substance reasonably satisfactory to you, of Xxxxxx & Xxxxxxx, counsel to the Lead Managers for the Managers, covering such matters as are customarily covered in such opinions. (h) At the time this Agreement is executed and at the Closing Date, you shall have received from Deloitte & Touche, independent public accountants for the Company dated as of the date of this Agreement and of the Closing Date, respectively, a customary comfort letter addressed to the you and in form and substance satisfactory to you with respect to the financial statements and certain financial information of the Company, the Subsidiaries and the Joint Ventures contained in the Registration Statement and the Prospectuses. (i) No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been taken or, to the knowledge of the Company, shall be contemplated by the Commission at or prior to the Closing Date; (ii) there shall not have been any change in the capital stock of the Company nor any material increase in the short-term or long-term debt of the Company (other than in the ordinary course of business) from that set forth or contemplated in the Registration Statement or the Prospectuses; (iii) there shall not have been, since the respective dates as of which information is given in the Registration Statement and the Prospectuses, except as may otherwise be stated in the Registration Statement and, any material adverse change in the condition (financial or other), business, prospects, properties, net worth or results of operations of the Company and the Subsidiaries taken as a whole; and (iv) the Company and the Subsidiaries shall not have any liabilities or obligations, direct or contingent (whether or not in the ordinary course of business), that are material to the Company and the Subsidiaries, taken as a whole, other than those reflected in the Registration Statement or the Prospectuses. (j) The Company shall not have failed at or prior to the Closing Date to have performed or complied with any of its agreements herein contained and required to be performed or complied with by it hereunder at or prior to the Closing Date. (k) Xxxxxx & Xxxxxxx shall have been furnished with such documents, in addition to those set forth above, as they may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Section 8 and in order to evidence the accuracy, completeness or satisfaction in all material respects of any of the representations, warranties or conditions herein contained. (l) The Shares shall have been listed or approved for listing upon notice of issuance on the Nasdaq National Market. (m) The closing under the U.S. Underwriting Agreement shall have occurred concurrently with the closing hereunder on the Closing Date. (n) The Adelphia Share Purchase shall have occurred in accordance with the terms and conditions set forth in the letter agreement by which the Parent and the Company have agreed to effectuate the Adelphia Share Purchase (the "Adelphia Share Purchase Agreement") and the Adelphia Note Contribution shall have occurred in accordance with the terms and conditions set forth in the letter agreement by which the Parent and the Company have agreed to effectuate the Adelphia Note Contribution (the "Adelphia Note Contribution Agreement"). (o) In accordance with that certain letter of understanding dated April ___, 1998, among the Company, the Parent and MCI (the "MCI Agreement"): (i) the MCI Warrant (as defined in the Prospectuses) and the Additional MCI Warrants shall been issued to MCI (as defined in the Prospectuses), (ii) the MCI Warrant and the Additional MCI Warrants shall have been purchased from MCI by the Parent and (iii) the Company shall have issued the Adelphia Warrant (as defined in the Prospectuses) to the Parent. (p) Prior to the Closing Date, the Company, the Subsidiaries and the Joint Ventures shall have furnished or caused to be furnished to you such further certificates and documents as you shall have requested. All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof only if they are satisfactory in form and substance to you and your counsel. Any certificate or document signed by any officer of the Company and delivered to you, as Lead Managers for the Managers, or to counsel for the Managers, shall be deemed a representation and warranty by the Company to each Manager as to the statements made therein.