Common use of Disclosure; No Material Adverse Change Clause in Contracts

Disclosure; No Material Adverse Change. Neither IXC's parent's Annual Report on Form 10-K for the year ended December 31, 1996 nor any of IXC's parent's periodic reports filed with the Commission pursuant to the 1934 Act on or after March 31, 1997 (each, a "IXC Filing"), taken as a whole, as of the date of filing thereof, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements contained therein not misleading in light of the circumstances under which such statements were made. IXC's parent used reasonable efforts, in good faith, to comply in all material respects with the requirements of the Commission as to the contents of such filings. Such filings, when they were filed with the Commission, conformed as to form in all material respects to the requirements of the 1934 Act and the rules and regulations of the Commission thereunder. IXC and IXC Carrier have sufficient net worth and capital resources and expect to have sufficient cash flow from their businesses in order for IXC to be able to perform its obligations under this Agreement, the other Transaction Documents and the Contribution Agreement and for IXC Carrier to be able to perform its obligations under the Contribution Agreement. Except as disclosed by IXC in public announcements or otherwise set forth in the IXC Disclosure Schedule, there has been no material and adverse change to the business, financial condition or results of operation of IXC and its subsidiaries taken as a whole since the date of the most recent IXC Filing.