Common use of Conditions to the Obligations of Comcast Clause in Contracts

Conditions to the Obligations of Comcast. The obligations of Comcast to consummate the Comcast Merger are subject to the satisfaction of the following further conditions: (a) (i) AT&T shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) the representations and warranties of AT&T contained in Sections 6.02, 6.03, 6.05, 6.06(b), 6.06(c), 6.08, 6.22, 6.26 and 6.27 of this Agreement shall be true in all material respects at and as of the Effective Time, as if made at and as of such time (other than representations and warranties that address matters only as of a certain date, which shall be true and correct as of such date), (iii) the other representations and warranties of AT&T contained in this Agreement and in any certificate or other writing delivered by AT&T pursuant hereto disregarding all qualifications and exceptions contained therein relating to materiality or AT&T Broadband Material Adverse Effect or any similar standard or qualification shall be true at and as of the Effective Time, as if made at and as of such time (other than representations and warranties that address matters only as of a certain date, which shall be true and correct as of such date), with only such exceptions as, individually or in the aggregate, have not had and would not reasonably be expected to have an AT&T Broadband Material Adverse Effect and (iv) Comcast shall have received a certificate signed by an executive officer of AT&T to the foregoing effect; and (b) Comcast shall have received an opinion of Davis Polk & Wardwell in form and substance reasonably satisfactory tx Xxxxxxx, on xxx xxxis of certain facts, representations and assumptions set forth in such opinion, dated the Closing Date, to the effect that the Mergers will be treated for United States federal income tax purposes as a 351 Transactions, In rendering such opinion, Davis Polk & Wardwell may require and shall be entitled to rely upon xxxxxxx xxcumxxxxxxxx, including customary representations of officers of Comcast and AT&T. 112

Conditions to the Obligations of Comcast. The obligations of Comcast to consummate the Comcast Merger are subject to the satisfaction of the following further conditions: (a) (i) AT&T shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) the representations and warranties of AT&T contained in Sections 6.02, 6.03, 6.05, 6.06(b), 6.06(c), 6.08, 6.22, 6.26 and 6.27 of this Agreement shall be true in all material respects at and as of the Effective Time, as if made at and as of such time (other than representations and warranties that address matters only as of a certain date, which shall be true and correct as of such date), (iii) the other representations and warranties of AT&T contained in this Agreement and in any certificate or other writing delivered by AT&T pursuant hereto disregarding all qualifications and exceptions contained therein relating to materiality or AT&T Broadband Material Adverse Effect or any similar standard or qualification shall be true at and as of the Effective Time, as if made at and as of such time (other than representations and warranties that address matters only as of a certain date, which shall be true and correct as of such date), with only such exceptions as, individually or in the aggregate, have not had and would not reasonably be expected to have an AT&T Broadband Material Adverse Effect and (iv) Comcast shall have received a certificate signed by an executive officer of AT&T to the foregoing effect; and (b) Comcast shall have received an opinion of Davis Polk & Wardwell in form and substance reasonably satisfactory tx xx Xxxxxxx, on ox xxx xxxis xxsis of certain facts, representations and assumptions set forth in such opinion, dated the Closing Date, to the effect that the Mergers will be treated for United States federal income tax purposes as a 351 Transactions, In rendering such opinion, Davis Polk & Wardwell may require and shall be entitled to rely upon xxxxxxx xxcumxxxxxxxxxocuxxxxxxxxn, including customary representations of officers of Comcast and AT&T. 112AT&T.

Conditions to the Obligations of Comcast. The obligations of Comcast to consummate the Comcast Merger are subject to the satisfaction of the following further conditions: (a) (i) AT&T shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) the representations and warranties of AT&T contained in Sections 6.02, 6.03, 6.05, 6.06(b), 6.06(c), 6.08, 6.22, 6.26 and 6.27 of this Agreement shall be true in all material respects at and as of the Effective Time, as if made at and as of such time (other than representations and warranties that address matters only as of a certain date, which shall be true and correct as of such date), (iii) the other representations and warranties of AT&T contained in this Agreement and in any certificate or other writing delivered by AT&T pursuant hereto disregarding all qualifications and exceptions contained therein relating to materiality or AT&T Broadband Material Adverse Effect or any similar standard or qualification shall be true at and as of the Effective Time, as if made at and as of such time (other than representations and warranties that address matters only as of a certain date, which shall be true and correct as of such date), with only such exceptions as, individually or in the aggregate, have not had and would not reasonably be expected to have an AT&T Broadband Material Adverse Effect and (iv) Comcast shall have received a certificate signed by an executive officer of AT&T to the foregoing effect; and (b) Comcast shall have received an opinion of Davis Polk Xxxxx Xxxx & Wardwell Xxxxxxxx in form and substance reasonably satisfactory tx Xxxxxxxto Comcast, on xxx xxxis the basis of certain facts, representations and assumptions set forth in such opinion, dated the Closing Date, to the effect that the Mergers will be treated for United States federal income tax purposes as a 351 Transactions, In rendering such opinion, Davis Polk Xxxxx Xxxx & Wardwell Xxxxxxxx may require and shall be entitled to rely upon xxxxxxx xxcumxxxxxxxxcertain documentation, including customary representations of officers of Comcast and AT&T. 112

Conditions to the Obligations of Comcast. The obligations of Comcast to consummate the Comcast Merger are subject to the satisfaction of the following further conditions: (a) (i) AT&T MediaOne shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) the representations and warranties of AT&T MediaOne contained in Sections 6.02, 6.03, 6.05, 6.06(b), 6.06(c), 6.08, 6.22, 6.26 and 6.27 of this Agreement and in any certificate or other writing delivered by MediaOne pursuant hereto, disregarding all qualifications and exceptions contained therein relating to materiality or a MediaOne Material Adverse Effect or any similar standard or qualification, shall be true in all material respects and correct at and as of the Effective Time, as if made at and as of such time (other than representations and or warranties that address matters only as of a certain date, which shall be true and correct as of such date), (iii) the other representations and warranties of AT&T contained in this Agreement and in any certificate or other writing delivered by AT&T pursuant hereto disregarding all qualifications and exceptions contained therein relating to materiality or AT&T Broadband Material Adverse Effect or any similar standard or qualification shall be true at and as of the Effective Time, as if made at and as of such time (other than representations and warranties that address matters only as of a certain date, date which shall be true and correct as of such date), with only such exceptions as, individually or in the aggregate, have not had and would not be reasonably be expected to have an AT&T Broadband MediaOne Material Adverse Effect Effect, and (iviii) Comcast shall have received a certificate signed by an executive officer of AT&T MediaOne to the foregoing effect; and; (b) Comcast shall have received an opinion of Davis Polk & Wardwell in form and substance reasonably satisfactory tx Xxxxxxxsatisfaxxxxx xx Xomcxxx, on xxx xxxis xx the basis of certain facts, representations and assumptions set forth in such opinion, dated the Closing DateEffective Time, to the effect that the Mergers Merger will be treated for United States federal income tax purposes as a 351 Transactions368 Reorganization and that each of Comcast and MediaOne will be a party to the reorganization within the meaning of Section 368(b) of the Code. In rendering such opinion, such counsel shall be entitled to rely upon certain documentation including representations of officers of MediaOne and Comcast; and (c) Comcast shall have received an opinion of Davis Polk & Wardwell dated the Effective Time to the effect txxx xxx Xxrgex xxxxxxnt to this Agreement should not cause the spinoff of U S WEST on June 12, 1998 (the "SPINOFF") to fail to be qualified as a tax-free transaction under Section 355(a) and (c) of the Code. In rendering such opinion, Davis Polk & Wardwell may require and shall be entitled to rely upon xxxxxxx xxcumxxxxxxxxcertain dxxxxxxxxxxon, including customary incluxxxx representations of officers of Comcast MediaOne and AT&T. 112Comcast.

Conditions to the Obligations of Comcast. The obligations of Comcast to consummate the Comcast Merger are subject to the satisfaction of the following further conditions: (a) (i) AT&T MediaOne shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) the representations and warranties of AT&T MediaOne contained in Sections 6.02, 6.03, 6.05, 6.06(b), 6.06(c), 6.08, 6.22, 6.26 and 6.27 of this Agreement and in any certificate or other writing delivered by MediaOne pursuant hereto, disregarding all qualifications and exceptions contained therein relating to materiality or a MediaOne Material Adverse Effect or any similar standard or qualification, shall be true in all material respects and correct at and as of the Effective Time, as if made at and as of such time (other than representations and or warranties that address matters only as of a certain date, which shall be true and correct as of such date), (iii) the other representations and warranties of AT&T contained in this Agreement and in any certificate or other writing delivered by AT&T pursuant hereto disregarding all qualifications and exceptions contained therein relating to materiality or AT&T Broadband Material Adverse Effect or any similar standard or qualification shall be true at and as of the Effective Time, as if made at and as of such time (other than representations and warranties that address matters only as of a certain date, date which shall be true and correct as of such date), with only such exceptions as, individually or in the aggregate, have not had and would not be reasonably be expected to have an AT&T Broadband MediaOne Material Adverse Effect Effect, and (iviii) Comcast shall have received a certificate signed by an executive officer of AT&T MediaOne to the foregoing effect; and; (b) Comcast shall have received an opinion of Davis Polk Xxxxx Xxxx & Wardwell Xxxxxxxx in form and substance reasonably satisfactory tx Xxxxxxxto Comcast, on xxx xxxis the basis of certain facts, representations and assumptions set forth in such opinion, dated the Closing DateEffective Time, to the effect that the Mergers Merger will be treated for United States federal income tax purposes as a 351 Transactions, 368 Reorganization and that each of Comcast and MediaOne will be a party to the reorganization within the meaning of Section 368(b) of the Code. In rendering such opinion, Davis Polk & Wardwell may require and such counsel shall be entitled to rely upon xxxxxxx xxcumxxxxxxxx, certain documentation including customary representations of officers of MediaOne and Comcast; and (c) Comcast shall have received an opinion of Xxxxx Xxxx & Xxxxxxxx dated the Effective Time to the effect that the Merger pursuant to this Agreement should not cause the spinoff of U S WEST on June 12, 1998 (the "Spinoff") to fail to be qualified as a tax-free transaction under Section 355(a) and AT&T. 112(c) of the Code. In rendering such opinion, Xxxxx Xxxx & Xxxxxxxx shall be entitled to rely upon certain documentation, including representations of officers of MediaOne and Comcast.