Common use of Cooperation as to Rates and Fees Clause in Contracts

Cooperation as to Rates and Fees. 6.19.1. After the Closing, notwithstanding the terms of Section 10.4, Buyer will have the right at its own expense to assume control of the defense of any rate proceeding with respect to the Systems that remains pending as of the Closing or that arises after the Closing but relates to the pre-Closing operation of the Systems; provided that Seller may complete the pending AT&T Late Fee Settlement and the defense of such litigation as it relates to the Systems will not be turned over to Buyer. Buyer will promptly notify Seller regarding the commencement of any such rate proceeding relating to the pre-Closing operation of the Systems. In any such rate proceeding involving the Systems, Seller will cooperate in such proceeding and promptly deliver to Buyer all information reasonably requested by Buyer as necessary or helpful in such proceeding. (a) If Buyer elects to assume control of the defense of any such rate proceeding, then (i) Seller will have the right to participate, at its expense, in the defense in such rate proceeding, and (ii) Buyer will have the right to settle any rate proceeding relating to the pre-Closing operation of the Systems unless under such settlement Seller would be required to bear liability with respect to the pre-Closing time period, in which event such settlement will require Seller's prior written consent, which consent will not be unreasonably withheld, conditioned or delayed. (b) If Buyer does not elect to assume control of the defense of any such rate proceeding, then (i) Buyer will have the right to participate, at its expense, in the defense in such rate proceeding, and (ii) without the prior consent of Buyer (which will not be unreasonably withheld, conditioned or delayed), Seller will not settle such rate proceeding if such settlement would require Buyer to bear any liability or would adversely affect the rates to be charged by Buyer. In any such rate proceeding involving the Systems, Buyer will cooperate in such proceeding and promptly deliver to Seller all information in its possession that is reasonably requested by Seller as necessary or helpful in such proceeding. 6.19.2. If Seller is required, following the Closing, pursuant to any Legal Requirement, settlement or otherwise, including the AT&T Late Fee Settlement, to reimburse or provide in-kind or another form of consideration to any subscribers of the Systems in respect of any subscriber payments previously made by them, including fees for cable television service, late fees and similar payments, Buyer agrees that it will make such reimbursement or provide such in-kind or other form of consideration through Buyer's billing system on terms specified by Seller, and Seller will reimburse Buyer for all such payments and other consideration made by Buyer following the Closing and for Buyer's reasonable out-of-pocket expenses incurred in connection therewith. Such reimbursement will be reflected in the Final Adjustments Report, to the extent then known. For expenses incurred after completion of the Final Adjustments Report, Seller will reimburse Buyer within 60 days after receipt of a statement therefor. Buyer will provide Seller with all information in Buyer's possession that is reasonably required by Seller in connection with such reimbursement.

Cooperation as to Rates and Fees. 6.19.1. After the Closing, notwithstanding the terms of Section 10.4, Buyer will have the right at its own expense to assume control of the defense of any rate proceeding with respect to the Systems that remains pending as of the Closing or that arises after the Closing but relates to the pre-Closing operation of the Systems; provided that Seller may complete the pending AT&T Late Fee Settlement and the defense of such litigation as it relates to the Systems will not be turned over to Buyer. Buyer will promptly notify Seller regarding the commencement of any such rate proceeding relating to the pre-Closing operation of the Systems. In any such rate proceeding involving the Systems, Seller will cooperate in such proceeding and promptly deliver to Buyer all information reasonably requested by Buyer as necessary or helpful in such proceeding. (a) If Buyer elects to assume control of the defense of any such rate proceeding, then (i) Seller will have the right to participate, at its expense, in the defense in such rate proceeding, and (ii) Buyer will have the right to settle any rate proceeding relating to the pre-Closing operation of the Systems unless under such settlement Seller would be required to bear liability with respect to the pre-Closing time period, in which event such settlement will require Seller's prior written consent, which consent will not be unreasonably withheld, conditioned or delayed. (b) If Buyer does not elect to assume control of the defense of any such rate proceeding, then (i) Buyer will have the right to participate, at its expense, in the defense in such rate proceeding, and (ii) without the prior consent of Buyer (which will not be unreasonably withheld, conditioned or delayed), Seller will not settle such rate proceeding if such settlement would require Buyer to bear any liability or would adversely affect the rates to be charged by Buyer. In any such rate proceeding involving the Systems, Buyer will cooperate in such proceeding and promptly deliver to Seller all information in its possession that is reasonably requested by Seller as necessary or helpful in such proceeding. 6.19.2. If Seller is required, following the Closing, pursuant to any Legal Requirement, settlement or otherwise, including the AT&T Late Fee Settlement, to reimburse or provide in-kind or another form of consideration to any subscribers of the Systems in respect of any subscriber payments previously made by them, including fees for cable television service, late fees and similar payments, Buyer agrees that it will make such reimbursement or provide such in-kind or other form of consideration through Buyer's billing system on terms specified by Seller, and Seller will reimburse Buyer for all such payments and other consideration made by Buyer following the Closing and for Buyer's reasonable out-of-pocket expenses incurred in connection therewith. Such reimbursement will be reflected in the Final Adjustments Report, to the extent then known. For expenses incurred after completion of the Final Adjustments Report, Seller will reimburse Buyer within 60 days after receipt of a statement therefor. Buyer will provide Seller with all information in Buyer's possession that is reasonably required by Seller in connection with such reimbursement.

Cooperation as to Rates and Fees. 6.19.1(a) AT&T shall diligently pursue any current rate proceedings with respect to its Systems and shall make available to Insight upon request copies of any documents, correspondence or notices sent by or received by AT&T in connection with the current rate proceedings or any rate regulatory matter with respect to its Systems instituted after the date of this Agreement. (b) Prior to Closing, without the prior consent of Insight, AT&T shall not settle any rate proceeding with respect to its Systems if such settlement would (i) impose upon Insight any liability, or (ii) adversely affect the rates to be charged by Insight during the post-Closing time period unless AT&T compensates Insight therefor in the manner agreed by the parties, or if the parties do not agree, as determined by an independent auditor in accordance with the procedures established in Section 3.2(b). Notwithstanding the foregoing, Insight agrees that AT&T may complete the AT&T Late Fee Settlement. (c) After the Closing, notwithstanding the terms of Section 10.411.4 hereof, Buyer will Insight shall have the right at its own expense to assume control of the defense of any rate proceeding with respect to the Systems any System that remains pending as of the Closing or that arises after the Closing but relates to the pre-Closing operation of the Systemsa System; provided provided, that Seller AT&T may complete the pending AT&T Late Fee Settlement and the defense of such litigation as it relates to the Systems will shall not be turned over to BuyerInsight. Buyer will promptly Insight shall notify Seller AT&T regarding the commencement of any such rate proceeding relating to the pre-Closing operation of the Systemssuch System. In any such rate proceeding involving the Systemsa System, Seller will AT&T shall cooperate in such proceeding and promptly deliver to Buyer Insight all information reasonably requested by Buyer Insight as necessary or helpful in such proceeding. (ai) If Buyer Insight elects to assume control of the defense of any such rate proceeding, then (i1) Seller will AT&T shall have the right to participate, at its expense, in the defense in such rate proceeding, and (ii2) Buyer will Insight shall have the right to settle any rate proceeding relating to the pre-Closing operation of the Systems a System unless under such settlement Seller AT&T would be required to bear liability with respect to the pre-Closing time period, in which event such settlement will shall require SellerAT&T's prior written consent, which consent will shall not be unreasonably withheld, conditioned or delayed. (bii) If Buyer Insight does not elect to assume control of the defense of any such rate proceeding, then (i1) Buyer will Insight shall have the right to participate, at its expense, in the defense in such rate proceeding, and (ii2) without the prior consent of Buyer (which will not be unreasonably withheldInsight, conditioned or delayed), Seller will AT&T shall not settle such rate proceeding if such settlement would require Buyer Insight to bear any liability or would adversely affect the rates to be charged by BuyerInsight unless AT&T compensates Insight therefor in the manner agreed by the parties, or if the parties do not so agree, as determined by an independent auditor in accordance with the procedures established in Section 3.2(b). In any such rate proceeding involving the Systemsa System, Buyer will Insight shall cooperate in such proceeding and promptly deliver to Seller AT&T all information in its possession that is reasonably requested by Seller AT&T as necessary or helpful in such proceeding. 6.19.2. (d) If Seller is AT&T or the Systems are required, following the Closing, pursuant to any Legal Requirement, settlement or otherwise, including including, without limitation, the Time Warner Social Contract or the AT&T Late Fee Settlement, to reimburse or provide in-kind or another form of consideration to any subscribers of the Systems in respect of any subscriber payments previously made by them, including fees for cable television service, late fees and similar payments, Buyer Insight agrees that it will make such reimbursement or provide such in-kind or other form of consideration through BuyerInsight's billing system on terms specified by SellerAT&T, and Seller AT&T will reimburse Buyer Insight for all such payments and other consideration made by Buyer Insight following the Closing and for BuyerInsight's reasonable out-of-pocket expenses incurred in connection therewith. Such reimbursement will be reflected in Without limiting the Final Adjustments Reportforegoing, to the extent then known. For expenses incurred after completion of the Final Adjustments Report, Seller will reimburse Buyer within 60 days after receipt of a statement therefor. Buyer Insight will provide Seller AT&T with all information in BuyerInsight's possession that is reasonably required by Seller AT&T in connection with such reimbursement. In addition, following the contribution by Insight of the Systems to the Partnership, the Partnership or its subsidiary that owns such Systems will comply with paragraph 16 of the AT&T Late Fee Settlement on its current terms with respect to those Systems covered by such settlement and will hereafter execute from time to time such documentation as may be reasonably requested by AT&T to further evidence such agreement (it being understood that this shall be the Partnership's and its subsidiaries' sole obligation with respect to the AT&T Late Fee Settlement).

Cooperation as to Rates and Fees. 6.19.1. After (a) Each party shall diligently pursue or cause to be diligently pursued any current rate proceedings and shall make available to the other party upon request copies of any documents, correspondence or notices sent by or received by such party or its Affiliates in connection with the current rate proceedings or any rate regulatory matter with respect to its Systems instituted after the date of this Agreement. (b) Prior to Closing, notwithstanding without the terms of Section 10.4, Buyer will have the right at its own expense to assume control prior consent of the defense of other party, neither party shall settle or permit to be settled any rate proceeding with respect to the its Systems that remains pending as of the Closing or that arises after the Closing but relates to the pre-Closing operation of the Systems; provided that Seller may complete the pending AT&T Late Fee Settlement and the defense of such litigation as it relates to the Systems will not be turned over to Buyer. Buyer will promptly notify Seller regarding the commencement of any such rate proceeding relating to the pre-Closing operation of the Systems. In any such rate proceeding involving the Systems, Seller will cooperate in such proceeding and promptly deliver to Buyer all information reasonably requested by Buyer as necessary or helpful in such proceeding. (a) If Buyer elects to assume control of the defense of any such rate proceeding, then (i) Seller will have the right to participate, at its expense, in the defense in such rate proceeding, and (ii) Buyer will have the right to settle any rate proceeding relating to the pre-Closing operation of the Systems unless under such settlement Seller would be required to bear liability with respect to the pre-Closing time period, in which event such settlement will require Seller's prior written consent, which consent will not be unreasonably withheld, conditioned or delayed. (b) If Buyer does not elect to assume control of the defense of any such rate proceeding, then (i) Buyer will have the right to participate, at its expense, in the defense in such rate proceeding, and (ii) without the prior consent of Buyer (which will not be unreasonably withheld, conditioned or delayed), Seller will not settle such rate proceeding if such settlement would require Buyer to bear (i) impose upon the other party any liability liability, or would (ii) adversely affect the rates to be charged by Buyer. In the other party during the post-Closing time period unless such party compensates the other party therefor in the manner agreed by the parties, or if the parties do not agree, as determined by an independent auditor in accordance with the procedures established in Section 3.3(b). (c) After the Closing, each party will be responsible for and follow to conclusion any such rate order of any Governmental Authority or proceeding involving with respect to rates charged by it or its Affiliates in Systems owned by it immediately prior to the Systems, Buyer Closing and will cooperate in such proceeding with and promptly deliver to Seller assist the other by providing, upon reasonable request, all information in that party's or its Affiliate's possession (and not previously made available to the requesting party) relating directly to the rates charged for cable services that is the requesting party may reasonably requested by Seller as necessary require to justify such rates in response to any inquiry, order or helpful in such proceedingrequirements of any Governmental Authority. 6.19.2. (d) If Seller either TCI or Century is required, required following the Closing, Closing pursuant to any Legal Requirement, settlement or otherwise, including the AT&T Late Fee Settlement, otherwise to reimburse or provide in-kind or another form of consideration to any subscribers of the Systems in respect of owned by it prior to Closing, any subscriber payments previously made by them, including fees for cable television service, late fees and similar payments, Buyer then TCI, with respect to any Century System, or the Partnership, with respect to any TCI System (in either case, the "Transferee Party"), agrees that it will make such reimbursement or provide such in-kind or other form of consideration through Buyer's its billing system on terms specified by SellerCentury, with respect to any Century System, or TCI, with respect to any TCI System (in either case, the "Transferor Party"), and Seller the Transferor Party will reimburse Buyer pay the Transferee Party for all such payments and other consideration made by Buyer the Transferee Party following the Closing and for Buyer's all reasonable out-of-pocket expenses incurred by the transferee party in connection therewith. Such reimbursement will be reflected in Without limiting the Final Adjustments Reportforegoing, to the extent then known. For expenses incurred after completion of the Final Adjustments Report, Seller will reimburse Buyer within 60 days after receipt of a statement therefor. Buyer Transferee Party will provide Seller the Transferor Party with all information in Buyerthe Transferee Party's possession that is reasonably required by Seller the Transferor Party in connection with such reimbursement. (e) If either TCI or Century is permitted following Closing pursuant to any Legal Requirement, settlement or otherwise to pass through to subscribers of the Systems owned by it prior to Closing, the amount of any "franchise fees on franchise fees" or other amounts that it is required to pay with respect to the period prior to Closing, the Transferee Party agrees that it will collect such amounts as specified by the Transferor Party from subscribers of the Systems of the Transferor Party and will promptly remit such amounts to the Transferor Party.

Cooperation as to Rates and Fees. 6.19.1(a) Each of TCI and Insight shall diligently pursue any current rate proceedings and shall make available to the other upon request copies of any documents, correspondence or notices sent by or received by TCI or Insight in connection with the current rate proceedings or any rate regulatory matter with respect to its Systems instituted after the date of this Agreement. (b) Prior to Closing, without the prior consent of the other, neither TCI nor Insight shall settle any rate proceeding with respect to its Systems if such settlement would (i) impose upon the Company any liability, or (ii) adversely affect the rates to be charged by the Company during the post-Closing time period unless such party compensates the Company therefor in the manner agreed by the parties, or if the parties do not agree, as determined by an independent auditor in accordance with the procedures established in Section 3.3(b), it being agreed, without in any way affecting TCI's indemnification obligations, that neither Insight's nor the Company's consent is required to settle the Pending TCI Rate Order in accordance with its current terms. TCI will notify Insight of any material changes to the Pending TCI Rate Order after the date of this Agreement. (c) After Closing and except with respect to the ClosingPending TCI Rate Order, notwithstanding the terms of Section 10.411.4 hereof, Buyer will the Company shall have the right at its own expense to assume control of the defense of any rate proceeding with respect to the Systems any System transferred to it at Closing that remains pending as of the Closing or that arises after the Closing but relates to the pre-Closing operation of the Systems; provided that Seller may complete the pending AT&T Late Fee Settlement and the defense of such litigation as it relates to the Systems will not be turned over to Buyera System. Buyer will The Company shall promptly notify Seller regarding the transferor of the System of the commencement of any such rate proceeding relating to the pre-pre- Closing operation of the Systemssuch System. In any such rate proceeding involving a System, the Systems, Seller will transferor of such System shall cooperate in such proceeding and promptly deliver to Buyer the Company all information reasonably requested by Buyer the Company as necessary or helpful in such proceeding. (ai) If Buyer the Company elects to assume control of the defense of any such rate proceeding, then (i1) Seller will the transferor of the affected System shall have the right to participate, at its expense, in the defense in such rate proceeding, and (ii2) Buyer will the Company shall have the right to settle any rate proceeding relating to the pre-Closing operation of the Systems a System unless under such settlement Seller the transferor would be required to bear liability with respect to the pre-Closing time period, in which event such settlement will shall require Sellerthe transferor's prior written consent, which consent will shall not be unreasonably withheld, conditioned or delayed. (bii) If Buyer the Company does not elect to assume control of the defense of any such rate proceeding, then (i1) Buyer will the Company shall have the right to participate, at its expense, in the defense in such rate proceeding, and (ii2) without the prior consent of Buyer (which will not be unreasonably withheldthe Company, conditioned or delayed), Seller will the transferor shall not settle such rate proceeding if such settlement would require Buyer the Company to bear any liability or would adversely affect the rates to be charged by Buyer. In any such rate proceeding involving the SystemsCompany unless the transferor compensates the Company therefor in the manner agreed by Insight and TCI, Buyer will cooperate or if the parties do not so agree, as determined by an independent auditor in such proceeding and promptly deliver to Seller all information accordance with the procedures established in its possession that is reasonably requested by Seller as necessary or helpful in such proceedingSection 3.3(b). 6.19.2. (d) If Seller either TCI or Insight is required, required following the Closing, Closing pursuant to any Legal Requirement, settlement or otherwise, including the AT&T Late Fee Settlement, otherwise to reimburse or provide in-kind or another form of consideration to any subscribers of the such party's Systems in respect of any subscriber payments previously made by them, including fees for cable television service, late fees and similar payments, Buyer the Company agrees that it will make such reimbursement or provide such in-kind or other form of consideration through Buyer's its billing system on terms specified by SellerTCI or Insight, as applicable, and Seller TCI or Insight, as applicable, will reimburse Buyer pay the Company for all such payments and other consideration made by Buyer the Company following the Closing and for Buyerthe Company's reasonable out-of-pocket expenses incurred in connection therewith. Such reimbursement will be reflected in Without limiting the Final Adjustments Reportforegoing, to the extent then known. For expenses incurred after completion of the Final Adjustments Report, Seller will reimburse Buyer within 60 days after receipt of a statement therefor. Buyer parties will provide Seller each other with all information in Buyer's their possession that is reasonably required by Seller in connection with such reimbursementorder to fulfill the terms of this Section 7.19(d).

Cooperation as to Rates and Fees. 6.19.1(a) Each of AT&T, Insight and Insight Central Ohio shall diligently pursue any current rate proceedings with respect to its Systems and shall make available to the other upon request copies of any documents, correspondence or notices sent by or received by AT&T, Insight or Insight Central Ohio in connection with the current rate proceedings or any rate regulatory matter with respect to its Systems instituted after the date of this Agreement. (b) Prior to Closing, without the prior consent of the other, none of AT&T, Insight or Insight Central Ohio shall settle any rate proceeding with respect to its Systems (or in the case of Insight with respect to the Exchange Systems during any Interim Period) if such settlement would (i) impose upon the Partnership or Insight Central Ohio any liability, or (ii) adversely affect the rates to be charged by the Partnership or Insight Central Ohio during the post- Closing time period unless such party compensates the Partnership therefor in the manner agreed by the parties, or if the parties do not agree, as determined by an independent auditor in accordance with the procedures established in Section 3.4(b). Notwithstanding the foregoing, the Partnership agrees that AT&T may complete the AT&T Late Fee Settlement. (c) After the Closing, notwithstanding the terms of Section 10.411.5 hereof, Buyer will the Partnership shall have the right at its own expense to assume control of the defense of any rate proceeding with respect to the Systems any System, Exchange System or Sale System transferred to it at Closing that remains pending as of the Closing or that arises after the Closing but relates to the pre-Closing operation of the Systemsa System, Exchange System or Sale System; provided provided, that Seller AT&T may complete the pending AT&T Late Fee Settlement and the defense of such litigation as it relates to the AT&T Systems will shall not be turned over to Buyerthe Partnership. Buyer will The Partnership shall promptly notify Seller regarding the transferor of the System, Exchange System or Sale System of the commencement of any such rate proceeding relating to the pre-Closing operation of the Systemssuch System, Exchange System or Sale System. In any such rate proceeding involving a System, Exchange System or Sale System, the transferor of such System, Exchange System or Sale System (or AT&T in the case of the Exchange Systems and Sale Systems, Seller will ) shall cooperate in such proceeding and promptly deliver to Buyer the Partnership all information in its possession that is reasonably requested by Buyer the Partnership as necessary or helpful in such proceeding. (ai) If Buyer the Partnership elects to assume control of the defense of any such rate proceeding, then (i1) Seller will the transferor of the affected System, Exchange System or Sale System (or AT&T in the case of the Exchange Systems and Sale Systems) shall have the right to participate, at its expense, in the defense in such rate proceeding, and (ii2) Buyer will the Partnership shall have the right to settle any rate proceeding relating to the pre-Closing operation of the Systems a System, Exchange System or Sale System unless under such settlement Seller the transferor (or AT&T in the case of the Exchange Systems and Sale Systems) would be required to bear liability with respect to the pre-Closing time period, in which event such settlement will shall require Sellerthe transferor's prior written consent, which consent will shall not be unreasonably withheld, conditioned or delayed. (bii) If Buyer the Partnership does not elect to assume control of the defense of any such rate proceeding, then (i1) Buyer will the Partnership shall have the right to participate, at its expense, in the defense in such rate proceeding, and (ii2) without the prior consent of Buyer the Partnership, the transferor (which will not be unreasonably withheld, conditioned or delayed), Seller will AT&T in the case of the Exchange Systems and Sale Systems) shall not settle such rate proceeding if such settlement would require Buyer the Partnership to bear any liability or would adversely affect the rates to be charged by Buyerthe Partnership unless the transferor compensates the Partnership therefor in the manner agreed by Insight and AT&T, or if the parties do not so agree, as determined by an independent auditor in accordance with the procedures established in Section 3.4(b). In any such rate proceeding involving a System, the Systems, Buyer will Partnership shall cooperate in such proceeding and promptly deliver to Seller AT&T or Insight, as applicable, all information in its possession that is reasonably requested by Seller AT&T or Insight as necessary or helpful in such proceeding. 6.19.2. (d) If Seller is requiredAT&T, Insight or Insight Central Ohio are required following the Closing, Closing pursuant to any Legal Requirement, settlement or otherwise, including including, without limitation, the MediaOne Social Contract, the Time Warner Social Contract or the AT&T Late Fee Settlement, to reimburse or provide in-kind or another form of consideration to any subscribers of the such party's Systems in respect of any subscriber payments previously made by them, including fees for cable television service, late fees and similar payments, Buyer the Partnership agrees that it will make such reimbursement or provide such in-kind or other another form of consideration through Buyer's its billing system on terms specified by SellerAT&T or Insight (which will make such specification on behalf of Insight Central Ohio), as applicable, and Seller AT&T or Insight (individually and on behalf of Insight Central Ohio), as applicable, will reimburse Buyer the Partnership for all such payments and other consideration made by Buyer the Partnership following the Closing and for Buyerthe Partnership's reasonable out-of-pocket expenses incurred in connection therewith. Such reimbursement will be reflected in Without limiting the Final Adjustments Reportforegoing, to the extent then known. For expenses incurred after completion of the Final Adjustments Report, Seller will reimburse Buyer within 60 days after receipt of a statement therefor. Buyer parties will provide Seller each other with all information in Buyer's their possession that is reasonably required in order to fulfill the terms of this Section 7.17(d). In addition, the Partnership agrees that from and after Closing, it or its subsidiary that owns such Systems will comply with paragraph 16 of the AT&T Late Fee Settlement on its current terms with respect to those AT&T Systems covered by Seller in connection such settlement and will hereafter execute from time to time such documentation as may be reasonably requested by AT&T to further evidence such agreement (it being understood that this shall be the Partnership's and its subsidiaries' sole obligation with such reimbursementrespect to the AT&T Late Fee Settlement). The Partnership also is responsible for the fulfillment of Insight's obligations under Section 7.19 of the Exchange Agreement and Section 7.18 of the Sale Agreement with respect to the Exchange Systems and the Sale Systems.

Cooperation as to Rates and Fees. 6.19.1. After the Closing, notwithstanding the terms of Section 10.4, Buyer will have the right at its own expense to assume control of the defense of any rate proceeding with respect to the Systems that remains pending as of the Closing or that arises after the Closing but relates to the pre-Closing operation of the Systems; provided that Seller may complete the pending AT&T Late Fee Settlement and the defense of such litigation as it relates to the Systems will not be turned over to Buyer. Buyer will promptly notify Seller regarding the commencement of any such rate proceeding relating to the pre-Closing operation of the Systems. In any such rate proceeding involving the Systems, Seller will cooperate in such proceeding and promptly deliver to Buyer all information reasonably requested by Buyer as necessary or helpful in such proceeding. (a) If Buyer elects to assume control of the defense of any such rate proceeding, then (i) Seller will have the right to participate, at its expense, in the defense in such rate proceeding, and (ii) Buyer will have the right to settle any rate proceeding relating to the pre-Closing operation of the Systems unless under such settlement Seller would be required to bear liability with 48 55 respect to the pre-Closing time period, in which event such settlement will require Seller's prior written consent, which consent will not be unreasonably withheld, conditioned or delayed. (b) If Buyer does not elect to assume control of the defense of any such rate proceeding, then (i) Buyer will have the right to participate, at its expense, in the defense in such rate proceeding, and (ii) without the prior consent of Buyer (which will not be unreasonably withheld, conditioned or delayed), Seller will not settle such rate proceeding if such settlement would require Buyer or Company to bear any liability or would adversely affect the rates to be charged by BuyerBuyer or Company. In any such rate proceeding involving the Systems, Buyer will cooperate in such proceeding and promptly deliver to Seller all information in its possession that is reasonably requested by Seller as necessary or helpful in such proceeding. 6.19.2. If Seller is required, following the Closing, pursuant to any Legal Requirement, settlement or otherwise, including the AT&T Late Fee Settlement, to reimburse or provide in-kind or another form of consideration to any subscribers of the Systems in respect of any subscriber payments previously made by them, including fees for cable television service, late fees and similar payments, Buyer agrees that it will make such reimbursement or provide such in-kind or other form of consideration through Buyer's billing system on terms specified by Seller, and Seller will reimburse Buyer for all such payments and other consideration made by Buyer following the Closing and for Buyer's reasonable out-of-pocket expenses incurred in connection therewith. Such reimbursement will be reflected in the Final Adjustments Report, to the extent then known. For expenses incurred after completion of the Final Adjustments Report, Seller will reimburse Buyer within 60 days after receipt of a statement therefor. Buyer will provide Seller with all information in Buyer's possession that is reasonably required by Seller in connection with such reimbursement.

Cooperation as to Rates and Fees. 6.19.1. After (a) Each of TCI and Century shall diligently pursue any current rate proceedings and shall make available to the other party upon request copies of any documents, correspondence or notices sent by or received by such party in connection with the current rate proceedings or any rate regulatory matter with respect to its Systems instituted after the date of this Agreement. (b) Prior to Closing, notwithstanding without the terms of Section 10.4, Buyer will have the right at its own expense to assume control prior consent of the defense of other party, neither TCI nor Century shall settle any rate proceeding with respect to the its Systems that remains pending as of the Closing or that arises after the Closing but relates to the pre-Closing operation of the Systems; provided that Seller may complete the pending AT&T Late Fee Settlement and the defense of such litigation as it relates to the Systems will not be turned over to Buyer. Buyer will promptly notify Seller regarding the commencement of any such rate proceeding relating to the pre-Closing operation of the Systems. In any such rate proceeding involving the Systems, Seller will cooperate in such proceeding and promptly deliver to Buyer all information reasonably requested by Buyer as necessary or helpful in such proceeding. (a) If Buyer elects to assume control of the defense of any such rate proceeding, then (i) Seller will have the right to participate, at its expense, in the defense in such rate proceeding, and (ii) Buyer will have the right to settle any rate proceeding relating to the pre-Closing operation of the Systems unless under such settlement Seller would be required to bear liability with respect to the pre-Closing time period, in which event such settlement will require Seller's prior written consent, which consent will not be unreasonably withheld, conditioned or delayed. (b) If Buyer does not elect to assume control of the defense of any such rate proceeding, then (i) Buyer will have the right to participate, at its expense, in the defense in such rate proceeding, and (ii) without the prior consent of Buyer (which will not be unreasonably withheld, conditioned or delayed), Seller will not settle such rate proceeding if such settlement would require Buyer to bear (i) impose upon the Partnership any liability liability, or would (ii) adversely affect the rates to be charged by Buyer. In the Partnership during the post-Closing time period unless such party compensates the Partnership therefor in the manner agreed by the parties, or if the parties do not agree, as determined by an independent auditor in accordance with the procedures established in Section 3.3(b). (c) After the Closing, each of Century and TCI will be responsible for and follow to conclusion any such rate order of any Governmental Authority or proceeding involving with respect to rates charged by it in Systems owned by it immediately prior to the Systems, Buyer Closing and will cooperate in such proceeding with and promptly deliver to Seller assist the Partnership by providing, upon reasonable request, all information in its possession (and not previously made available to the Partnership) relating directly to the rates charged for cable services that is the Partnership may reasonably requested by Seller as necessary require to justify such rates in response to any inquiry, order or helpful in such proceedingrequirements of any Governmental Authority. 6.19.2. (d) If Seller either TCI or Century is required, required following the Closing, Closing pursuant to any Legal Requirement, settlement or otherwise, including the AT&T Late Fee Settlement, otherwise to reimburse or provide in-kind or another form of consideration to any subscribers of the Systems in respect of owned by it prior to Closing, any subscriber payments previously made by them, including fees for cable television service, late fees and similar payments, Buyer the Partnership party agrees that it will make such reimbursement or provide such in-kind or other form of consideration through Buyer's its billing system on terms specified by Seller, the transferor party and Seller the transferor party will reimburse Buyer pay the Partnership for all such payments and other consideration made by Buyer the Partnership following the Closing and for Buyer's all reasonable out-of-pocket expenses incurred by the Partnership in connection therewith. Such reimbursement will be reflected in Without limiting the Final Adjustments Reportforegoing, to the extent then known. For expenses incurred after completion of the Final Adjustments Report, Seller will reimburse Buyer within 60 days after receipt of a statement therefor. Buyer Partnership will provide Seller the transferor party with all information in Buyer's its possession that is reasonably required by Seller the transferor party in connection with such reimbursement. (e) If either TCI or Century is permitted following Closing pursuant to any Legal Requirement, settlement or otherwise to pass through to subscribers of the Systems owned by it prior to Closing, the amount of any "franchise fees on franchise fees" or other amounts that it is required to pay with respect to the period prior to Closing, the Partnership agrees that it will collect such amounts as specified by the transferor party from subscribers of the Systems of the transferor party and will promptly remit such amounts to the transferor party.

Cooperation as to Rates and Fees. 6.19.1. (a) Each party shall diligently pursue any current rate proceedings with respect to its Systems and shall make available to the other party upon request copies of any documents, correspondence or notices sent by or received by such party in connection with the current rate proceedings or any rate regulatory matter with respect to its Systems instituted after the date of this Agreement. (b) Prior to Closing, without the prior consent of the other party, neither party shall settle any rate proceeding with respect to its Systems if such settlement would (i) impose upon the other party any liability, or (ii) adversely affect the rates to be charged by the other party during the post-Closing time period unless such party compensates the other party therefor in the manner agreed by the parties, or if the parties do not agree, as determined by an independent auditor in accordance with the procedures established in Section 3.3(b). (c) After the Closing, notwithstanding the terms of Section 10.411.4 hereof, Buyer will the transferee of a System shall have the right at its own expense to assume control of the defense of any rate proceeding with respect to the Systems such System that remains pending as of the Closing or that arises after the Closing but relates to the pre-Closing operation of a System. The transferee of a System shall notify the Systems; provided that Seller may complete the pending AT&T Late Fee Settlement and the defense of such litigation as it relates to the Systems will not be turned over to Buyer. Buyer will promptly notify Seller other party regarding the commencement of any such rate proceeding relating to the pre-Closing operation of the Systemssuch System. In any such rate proceeding involving a System, the Systems, Seller will transferor of such System shall cooperate in such proceeding and promptly deliver to Buyer the other party all information in its possession that is reasonably requested by Buyer the other party as necessary or helpful in such proceeding. (ai) If Buyer the transferee of a System elects to assume control of the defense of any such rate proceeding, then (i1) Seller will the other party shall have the right to participate, at its expense, in the defense in such rate proceeding, and (ii2) Buyer will the transferee shall have the right to settle any rate proceeding relating to the pre-Closing operation of the Systems a System unless under such settlement Seller the other party would be required to bear liability with respect to the pre-Closing time period, in which event such settlement will shall require Seller's the other party’s prior written consent, which consent will shall not be unreasonably withheld, conditioned or delayed. (bii) If Buyer the transferee of a System does not elect to assume control of the defense of any such rate proceeding, then (i1) Buyer will the transferee shall have the right to participate, at its expense, in the defense in such rate proceeding, and (ii2) without the prior consent of Buyer (which will not be unreasonably withheldthe transferee, conditioned or delayed), Seller will the other party shall not settle such rate proceeding if such settlement would require Buyer the transferee to bear any liability or would adversely affect the rates to be charged by Buyerthe transferee unless the other party compensates the transferee therefor in the manner agreed by the parties, or if the parties do not so agree, as determined by an independent auditor in accordance with the procedures established in Section 3.3(b). In any such rate proceeding involving a System, the Systems, Buyer will transferee party shall cooperate with the transferor party in such proceeding and promptly deliver to Seller the transferor party all information in its possession that is reasonably requested by Seller the transferor party as necessary or helpful in such proceeding. 6.19.2. (d) If Seller is required, AT&T Broadband or the AT&T Systems are required following the Closing, Closing pursuant to any Legal Requirement, settlement or otherwise, including the AT&T Late Fee Settlement, to reimburse or provide in-kind or another form of consideration to any subscribers of the AT&T Systems in respect of any subscriber payments previously made by them, including fees for cable television service, late fees and similar payments, Buyer Insight agrees that it will make such reimbursement or provide such in-kind or other form of consideration through Buyer's Insight’s billing system on terms specified by Seller, AT&T Broadband and Seller AT&T Broadband will reimburse Buyer Insight for all such payments and other consideration made by Buyer Insight following the Closing and for Buyer's Insight’s reasonable out-of-pocket expenses incurred in connection therewith. Such reimbursement will be reflected in Without limiting the Final Adjustments Reportforegoing, to the extent then known. For expenses incurred after completion of the Final Adjustments Report, Seller will reimburse Buyer within 60 days after receipt of a statement therefor. Buyer Insight will provide Seller AT&T Broadband with all information in Buyer's Insight’s possession that is reasonably required by Seller AT&T Broadband in connection with such reimbursement. (e) If Insight or the Insight System is required following Closing pursuant to any Legal Requirement, settlement or otherwise to reimburse or provide in-kind or another form of consideration to any subscribers of the Insight Systems in respect of any subscriber payments previously made by them, including fees for cable television service, late fees and similar payments, AT&T Broadband agrees that it will make such reimbursement or provide such in-kind or other form of consideration through AT&T Broadband’s billing system on terms specified by Insight and Insight will reimburse AT&T Broadband for all such payments and other consideration made by AT&T Broadband following Closing and for AT&T Broadband’s reasonable out-of-pocket expenses incurred in connection therewith. Without limiting the foregoing, AT&T Broadband will provide Insight with all information in AT&T Broadband’s possession that is reasonably required by Insight in connection with such reimbursement.

Cooperation as to Rates and Fees. 6.19.16.18.1. After the Closing, notwithstanding the terms of Section 10.4, Buyer will have the right at its own expense to assume control of the defense of any rate proceeding with respect to the Systems that remains pending as of the Closing or that arises after the Closing but relates to the pre-Closing operation of the Systems; provided that Seller may complete the pending AT&T Late Fee Settlement and the defense of such litigation as it relates to the Systems will not be turned over to Buyer. Buyer will promptly notify Seller regarding the commencement of any such rate proceeding relating to the pre-Closing operation of the Systems. In any such rate proceeding involving the Systems, Seller will cooperate in such proceeding and promptly deliver to Buyer all information reasonably requested by Buyer as necessary or helpful in such proceeding. (a) If Buyer elects to assume control of the defense of any such rate proceeding, then (i) Seller will have the right to participate, at its expense, in the defense in such rate proceeding, and (ii) Buyer will have the right to settle any rate proceeding relating to the pre-Closing operation of the Systems unless under such settlement Seller would be required to bear liability with respect to the pre-Closing time period, in which event such settlement will require Seller's prior written consent, which consent will not be unreasonably withheld, conditioned or delayed. (b) If Buyer does not elect to assume control of the defense of any such rate proceeding, then (i) Buyer will have the right to participate, at its expense, in the defense in such rate proceeding, and (ii) without the prior consent of Buyer (which will not be unreasonably withheld, conditioned or delayed), Seller will not settle such rate proceeding if such settlement would require Buyer to bear any liability or would adversely affect the rates to be charged by Buyer. In any such rate proceeding involving the Systems, Buyer will cooperate in such proceeding and promptly deliver to Seller all information in its possession that is reasonably requested by Seller as necessary or helpful in such proceeding. 6.19.2. If Seller is required, following the Closing, pursuant to any Legal Requirement, settlement or otherwise, including the AT&T Late Fee Settlement, to reimburse or provide in-kind or another form of consideration to any subscribers of the Systems in respect of any subscriber payments previously made by them, including fees for cable television service, late fees and similar payments, Buyer agrees that it will make such reimbursement or provide such in-kind or other form of consideration through Buyer's billing system on terms specified by Seller, and Seller will reimburse Buyer for all such payments and other consideration made by Buyer following the Closing and for Buyer's reasonable out-of-pocket expenses incurred in connection therewith. Such reimbursement will be reflected in the Final Adjustments Report, to the extent then known. For expenses incurred after completion of the Final Adjustments Report, Seller will reimburse Buyer within 60 days after receipt of a statement therefor. Buyer will provide Seller with all information in Buyer's possession that is reasonably required by Seller in connection with such reimbursement.