Common use of Obligations of the Stockholder Clause in Contracts

Obligations of the Stockholder. (a) In connection with any Disposition, the Stockholder shall (i) promptly furnish to the Issuer in writing such information with respect to the Stockholder and the Disposition as the Issuer may reasonably request or as may be required by law for use in connection with any related Registration Statement or Prospectus and all information required to be disclosed in order to make the information previously furnished to the Issuer by the Stockholder not materially misleading or necessary to cause such Registration Statement not to omit a material fact with respect to the Stockholder necessary in order to make the statements therein not misleading and (ii) provide the Issuer with the Adelphia Financial Information for use in the preparation of any Registration Statement in a timely manner so as to enable the Issuer to comply with its obligations under Article IV and Sections 6.1 and 6.3 of this Agreement. (b) The Stockholder shall comply with the Securities Act and the Exchange Act and all applicable state securities laws and comply with all applicable regulations in connection with the registration and the Disposition of the Registrable Securities. (c) The Stockholder shall enter into and perform customary agreements (including underwriting and indemnification and contribution agreements in customary form with the Managing Underwriters or any other Counterparty and reasonably acceptable to the Counterparty) and take such other commercially reasonable actions as are required in order to expedite or facilitate the Disposition and shall provide all reasonable cooperation customary for similar dispositions. (d) In connection with any Disposition, the Stockholder and its Affiliates shall not use any Free Writing Prospectus without the prior written consent of the Issuer. (e) In connection with any Disposition, the Stockholder shall use commercially reasonable efforts to assist the Issuer in responding to portions of any and all transmittal letters and any other correspondence (including comment letters) from the Commission or any other Governmental Entity in respect of any Registration Statement or amendment or supplement thereto to the extent that such portions pertain to the Stockholder, the Adelphia Financial Information or the information the Stockholder has provided pursuant to Section 6.2; it being understood that most relevant information is likely to be in the possession of the Issuer or Comcast. (f) In preparation for any Disposition (other than the Final Distribution or an Additional Disposition), the Stockholder and Adelphia shall use commercially reasonable efforts to obtain “cold comfort” letters addressed to the Issuer and the Counterparties and dated the effective date of the Registration Statement and the date of the closing under the agreement relating to such Disposition from Adelphia’s independent public accountants with respect to the Adelphia Financial Information in customary form and covering such matters of the type customarily covered by “cold comfort” letters delivered in a firm-commitment underwritten public offering. (g) In connection with the registration process with respect to each Disposition, the Stockholder and Adelphia shall: (i) use commercially reasonable efforts to cause the independent auditor of Adelphia to provide any consents with respect to the Adelphia Financial Information that are required for offerings registered under the Securities Act; and (ii) use commercially reasonable efforts to cause the independent auditor of Adelphia to cooperate in each Disposition, including by participating in meetings, drafting sessions and due diligence sessions and cooperating with the Issuer in good faith to respond to any comments from the Commission or any other Governmental Entity with respect to the Adelphia Financial Information.

Obligations of the Stockholder. (a) In connection with any Dispositionthe registration of the Registrable Securities, the Stockholder shall have the following obligations: (ia) promptly furnish It shall be a condition precedent to the Issuer in writing such information obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the Stockholder that the Stockholder shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the Disposition intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the Issuer may reasonably request or as may be required by law for use registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five days prior to the first anticipated filing date of the Registration Statement, the Company shall notify the Stockholder of the information the Company requires from the Stockholder (the “Requested Information”) if the Stockholder elects to have any related of the Stockholder’s Registrable Securities included in the Registration Statement. If at least three Business Days (as defined below) prior to the filing date the Company has not received the Requested Information from the Stockholder, then the Company may file the Registration Statement or Prospectus and all information required to be disclosed in order to make without including Registrable Securities of the information previously furnished to the Issuer by the Stockholder not materially misleading or necessary to cause such Registration Statement not to omit a material fact with respect to the Stockholder necessary in order to make the statements therein not misleading and (ii) provide the Issuer with the Adelphia Financial Information for use in the preparation of any Registration Statement in a timely manner so as to enable the Issuer to comply with its obligations under Article IV and Sections 6.1 and 6.3 of this Agreement.Stockholder; (b) The Stockholder shall comply by acceptance of the Registrable Securities agrees to cooperate with the Securities Act and Company as reasonably requested by the Exchange Act and all applicable state securities laws and comply with all applicable regulations Company in connection with the registration preparation and the Disposition filing of the Registration Statement hereunder, unless the Stockholder has notified the Company in writing of the Stockholder’s election to exclude all of its Registrable Securities.Securities from the Registration Statement; and (c) The Stockholder shall enter into and perform customary agreements (including underwriting and indemnification and contribution agreements agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in customary form with the Managing Underwriters Section 4(e) or any other Counterparty and reasonably acceptable to the Counterparty) and take such other commercially reasonable actions as are required in order to expedite or facilitate the Disposition and shall provide all reasonable cooperation customary for similar dispositions. (d) In connection with any Disposition4(f), above, the Stockholder and its Affiliates shall not use any Free Writing Prospectus without will immediately discontinue disposition of Registrable Securities pursuant to the prior written consent Registration Statement covering such Registrable Securities until the Stockholder’s receipt of the Issuer. (ecopies of the supplemented or amended prospectus contemplated by Section 4(e) In connection with any Dispositionor 4(f) and, if so directed by the Company, the Stockholder shall use commercially reasonable efforts to assist the Issuer in responding to portions of any and all transmittal letters and any other correspondence (including comment letters) from the Commission or any other Governmental Entity in respect of any Registration Statement or amendment or supplement thereto deliver to the extent that such portions pertain Company (at the expense of the Company) or destroy (and deliver to the Stockholder, the Adelphia Financial Information or the information the Stockholder has provided pursuant to Section 6.2; it being understood that most relevant information is likely to be Company a certificate of destruction) all copies in the possession Stockholder’s possession, of the Issuer or Comcast. (f) In preparation for any Disposition (other than the Final Distribution or an Additional Disposition), the Stockholder and Adelphia shall use commercially reasonable efforts to obtain “cold comfort” letters addressed to the Issuer and the Counterparties and dated the effective date of the Registration Statement and the date of the closing under the agreement relating to such Disposition from Adelphia’s independent public accountants with respect to the Adelphia Financial Information in customary form and prospectus covering such matters Registrable Securities current at the time of the type customarily covered by “cold comfort” letters delivered in a firm-commitment underwritten public offeringreceipt of such notice. (g) In connection with the registration process with respect to each Disposition, the Stockholder and Adelphia shall: (i) use commercially reasonable efforts to cause the independent auditor of Adelphia to provide any consents with respect to the Adelphia Financial Information that are required for offerings registered under the Securities Act; and (ii) use commercially reasonable efforts to cause the independent auditor of Adelphia to cooperate in each Disposition, including by participating in meetings, drafting sessions and due diligence sessions and cooperating with the Issuer in good faith to respond to any comments from the Commission or any other Governmental Entity with respect to the Adelphia Financial Information.

Obligations of the Stockholder. (a) In connection with any Dispositionthe registration of the Registrable Securities, the Stockholder shall have the following obligations: (ia) promptly furnish It shall be a condition precedent to the Issuer in writing such information obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the Stockholder that the Stockholder shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the Disposition intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the Issuer may reasonably request or as may be required by law for use registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five days prior to the first anticipated filing date of the Registration Statement, the Company shall notify the Stockholder of the information the Company requires from the Stockholder (the "Requested Information") if the Stockholder elects to have any related of the Stockholder's Registrable Securities included in the Registration Statement. If at least three Business Days (as defined below) prior to the filing date the Company has not received the Requested Information from the Stockholder, then the Company may file the Registration Statement or Prospectus and all information required to be disclosed in order to make without including Registrable Securities of the information previously furnished to the Issuer by the Stockholder not materially misleading or necessary to cause such Registration Statement not to omit a material fact with respect to the Stockholder necessary in order to make the statements therein not misleading and (ii) provide the Issuer with the Adelphia Financial Information for use in the preparation of any Registration Statement in a timely manner so as to enable the Issuer to comply with its obligations under Article IV and Sections 6.1 and 6.3 of this Agreement.Stockholder; (b) The Stockholder shall comply by acceptance of the Registrable Securities agrees to cooperate with the Securities Act and Company as reasonably requested by the Exchange Act and all applicable state securities laws and comply with all applicable regulations Company in connection with the registration preparation and the Disposition filing of the Registration Statement hereunder, unless the Stockholder has notified the Company in writing of the Stockholder's election to exclude all of its Registrable Securities.Securities from the Registration Statement; and (c) The Stockholder shall enter into and perform customary agreements (including underwriting and indemnification and contribution agreements agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in customary form with the Managing Underwriters Section 4(e) or any other Counterparty and reasonably acceptable to the Counterparty) and take such other commercially reasonable actions as are required in order to expedite or facilitate the Disposition and shall provide all reasonable cooperation customary for similar dispositions. (d) In connection with any Disposition4(f), above, the Stockholder and its Affiliates shall not use any Free Writing Prospectus without will immediately discontinue disposition of Registrable Securities pursuant to the prior written consent Registration Statement covering such Registrable Securities until the Stockholder's receipt of the Issuer. (ecopies of the supplemented or amended prospectus contemplated by Section 4(e) In connection with any Dispositionor 4(f) and, if so directed by the Company, the Stockholder shall use commercially reasonable efforts to assist the Issuer in responding to portions of any and all transmittal letters and any other correspondence (including comment letters) from the Commission or any other Governmental Entity in respect of any Registration Statement or amendment or supplement thereto deliver to the extent that such portions pertain Company (at the expense of the Company) or destroy (and deliver to the Stockholder, the Adelphia Financial Information or the information the Stockholder has provided pursuant to Section 6.2; it being understood that most relevant information is likely to be Company a certificate of destruction) all copies in the possession Stockholder's possession, of the Issuer or Comcast. (f) In preparation for any Disposition (other than the Final Distribution or an Additional Disposition), the Stockholder and Adelphia shall use commercially reasonable efforts to obtain “cold comfort” letters addressed to the Issuer and the Counterparties and dated the effective date of the Registration Statement and the date of the closing under the agreement relating to such Disposition from Adelphia’s independent public accountants with respect to the Adelphia Financial Information in customary form and prospectus covering such matters Registrable Securities current at the time of the type customarily covered by “cold comfort” letters delivered in a firm-commitment underwritten public offeringreceipt of such notice. (g) In connection with the registration process with respect to each Disposition, the Stockholder and Adelphia shall: (i) use commercially reasonable efforts to cause the independent auditor of Adelphia to provide any consents with respect to the Adelphia Financial Information that are required for offerings registered under the Securities Act; and (ii) use commercially reasonable efforts to cause the independent auditor of Adelphia to cooperate in each Disposition, including by participating in meetings, drafting sessions and due diligence sessions and cooperating with the Issuer in good faith to respond to any comments from the Commission or any other Governmental Entity with respect to the Adelphia Financial Information.

Obligations of the Stockholder. (a) In connection with any Dispositionthe registration of the Registrable Securities, the Stockholder shall have the following obligations: (ia) promptly furnish It shall be a condition precedent to the Issuer in writing such information obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities that such Stockholder shall furnish to the Company such information regarding itself, the Shares held by it and the intended method of disposition of the Shares held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least ten business days prior to the first anticipated filing date of a Registration Statement, the Company shall notify the Stockholder and its counsel, whether in-house or otherwise (“Counsel”) of the Disposition as information the Issuer Company requires from the Stockholder (the “Requested Information”). If at least four business days prior to the anticipated filing date the Company has not received the Requested Information from the Stockholder or its Counsel, then the Company shall send the Stockholder and its Counsel a reminder of such information request. If at least two business days prior to the anticipated filing date the Company still has not received the Requested Information from the Stockholder or its Counsel, then the Company may reasonably request or file the Registration Statement without including the Registrable Securities. However, promptly upon receipt of the Requested Information, and at the Stockholder’s expense, the Company shall file such amendment(s) to the Registration Statement as may be required by law for use in connection with any related Registration Statement or Prospectus and all information required to be disclosed in order to make the information previously furnished to the Issuer by the Stockholder not materially misleading or necessary to cause such Registration Statement not to omit a material fact with respect to include therein the Stockholder necessary in order to make the statements therein not misleading and (ii) provide the Issuer with the Adelphia Financial Information for use in the preparation of any Registration Statement in a timely manner so as to enable the Issuer to comply with its obligations under Article IV and Sections 6.1 and 6.3 of this AgreementRegistrable Securities. (b) The Stockholder shall comply agrees to cooperate with the Securities Act and the Exchange Act and all applicable state securities laws and comply with all applicable regulations Company in connection with the registration preparation and filing of such Registration Statement hereunder, unless the Disposition Stockholder has notified the Company in writing of its election to exclude all of the Registrable SecuritiesSecurities from such Registration Statement. (c) The As promptly as practicable after becoming aware of such event, the Stockholder shall enter into and perform customary agreements (including underwriting and indemnification and contribution agreements notify the Company of the occurrence of any event, as a result of which the prospectus included in customary form with a Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the Managing Underwriters or any other Counterparty and reasonably acceptable to statements therein, in light of the Counterparty) and take such other commercially reasonable actions as are required in order to expedite or facilitate the Disposition and shall provide all reasonable cooperation customary for similar dispositionscircumstances under which they were made, not misleading. (d) In connection with any DispositionThe Stockholder agrees that, upon receipt of written notice from the Stockholder and its Affiliates shall not use any Free Writing Prospectus without the prior written consent Company of the Issuer. (e) In connection with any Disposition, the Stockholder shall use commercially reasonable efforts to assist the Issuer in responding to portions happening of any event of the kind described in Section 4(k)(iii), (iv) or (v), Stockholder will forthwith discontinue disposition of such Registrable Securities covered by such Registration Statement until Stockholder’s receipt of the copies of the supplemented or amended Registration Statement contemplated by Section 4(n), or until it is advised in writing by the Company that the use of the applicable prospectus may be resumed, and all transmittal letters and any other correspondence (including comment letters) from the Commission or any other Governmental Entity in respect has received copies of any Registration Statement additional or amendment supplemental filings that are incorporated or supplement thereto deemed to be incorporated by reference in such prospectus (such period during which disposition is discontinued being an “Interruption Period”), and, if so directed by the Company, Stockholder will deliver to the extent that such portions pertain to the Stockholder, the Adelphia Financial Information or the information the Stockholder has provided pursuant to Section 6.2; it being understood that most relevant information is likely to be in the possession Company all copies of the Issuer or Comcast. (f) In preparation for any Disposition (other than the Final Distribution or an Additional Disposition), the Stockholder and Adelphia shall use commercially reasonable efforts to obtain “cold comfort” letters addressed to the Issuer and the Counterparties and dated the effective date of the Registration Statement and the date of the closing under the agreement relating to such Disposition from Adelphia’s independent public accountants with respect to the Adelphia Financial Information in customary form and prospectus covering such matters Registrable Securities current at the time of the type customarily covered by “cold comfort” letters delivered in a firm-commitment underwritten public offeringreceipt of such notice. (g) In connection with the registration process with respect to each Disposition, the Stockholder and Adelphia shall: (i) use commercially reasonable efforts to cause the independent auditor of Adelphia to provide any consents with respect to the Adelphia Financial Information that are required for offerings registered under the Securities Act; and (ii) use commercially reasonable efforts to cause the independent auditor of Adelphia to cooperate in each Disposition, including by participating in meetings, drafting sessions and due diligence sessions and cooperating with the Issuer in good faith to respond to any comments from the Commission or any other Governmental Entity with respect to the Adelphia Financial Information.

Obligations of the Stockholder. (a) In a. The Company shall notify the Stockholder in writing of the information the Company reasonably requires from the Stockholder in connection with any Dispositionregistration statement hereunder. The Stockholder shall furnish to the Company such information regarding himself, the Registrable Securities held by him and the intended method of disposition of the Registrable Securities held by him as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. b. The Stockholder shall agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder. c. In the event of: (i) promptly furnish any request by the SEC or any other federal or state governmental authority during the Registration Period for amendments or supplements to a registration statement or related prospectus or for additional information, (ii) the Issuer in writing such information issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) the receipt by the Company of any notification with respect to the Stockholder and suspension of the Disposition as qualification or exemption from qualification of any of the Issuer may reasonably request Registrable Securities for sale in any jurisdiction or as may the initiation of any proceeding for such purpose, or (iv) any event or circumstance which necessitates the making of any changes in the registration statement or prospectus, or any document incorporated or deemed to be required incorporated therein by law for use reference, so that, in connection with the case of the registration statement, it will not contain any related Registration Statement untrue statement of a material fact or Prospectus and all information any omission to state a material fact required to be disclosed in order to make the information previously furnished to the Issuer by the Stockholder not materially misleading stated therein or necessary to cause such Registration Statement not to omit a material fact with respect to the Stockholder necessary in order to make the statements therein not misleading misleading, and that in the case of the prospectus, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, then the Company shall deliver a certificate in writing to the Stockholder (the “Suspension Notice”) to the effect of the foregoing (which notice will not disclose the content of any material non-public information and will indicate the date of the beginning and end of the intended period of suspension, if known), and, upon receipt of such Suspension Notice, the Stockholder will discontinue disposition of Registrable Securities covered by the registration statement or prospectus (a “Suspension”) until receipt of copies of a supplemented or amended prospectus prepared and filed by the Company, or until the Stockholder is advised in writing by the Company that the current prospectus may be used, and have received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such prospectus. d. The Stockholder covenants: (i) not to make any sale of the Registrable Securities without effectively causing the prospectus delivery requirements under the Securities Act to be satisfied (it being understood that the Stockholder is expressly relying on the Company to electronically file with the SEC the final prospectus relating to the Registration Statement within ten (10) Business Days of the effectiveness of such registration statement); and (ii) provide the Issuer with the Adelphia Financial Information for use if such Registrable Securities are to be sold by any method or in any transaction other than on a national securities exchange or in the preparation of any Registration Statement over-the-counter market, in privately negotiated transactions, or in a timely manner so as combination of such methods, to enable notify the Issuer Company at least two (2) Business Days prior to comply with its obligations under Article IV and Sections 6.1 and 6.3 of this Agreement. (b) The the date on which the Stockholder shall comply with the Securities Act and the Exchange Act and all applicable state securities laws and comply with all applicable regulations in connection with the registration and the Disposition of the first offers to sell any such Registrable Securities. (c) The Stockholder shall enter into and perform customary agreements (including underwriting and indemnification and contribution agreements in customary form with the Managing Underwriters or any other Counterparty and reasonably acceptable to the Counterparty) and take such other commercially reasonable actions as are required in order to expedite or facilitate the Disposition and shall provide all reasonable cooperation customary for similar dispositions. (d) In connection with any Disposition, the Stockholder and its Affiliates shall not use any Free Writing Prospectus without the prior written consent of the Issuer. (e) In connection with any Disposition, the Stockholder shall use commercially reasonable efforts to assist the Issuer in responding to portions of any and all transmittal letters and any other correspondence (including comment letters) from the Commission or any other Governmental Entity in respect of any Registration Statement or amendment or supplement thereto to the extent that such portions pertain to the Stockholder, the Adelphia Financial Information or the information the Stockholder has provided pursuant to Section 6.2; it being understood that most relevant information is likely to be in the possession of the Issuer or Comcast. (f) In preparation for any Disposition (other than the Final Distribution or an Additional Disposition), the Stockholder and Adelphia shall use commercially reasonable efforts to obtain “cold comfort” letters addressed to the Issuer and the Counterparties and dated the effective date of the Registration Statement and the date of the closing under the agreement relating to such Disposition from Adelphia’s independent public accountants with respect to the Adelphia Financial Information in customary form and covering such matters of the type customarily covered by “cold comfort” letters delivered in a firm-commitment underwritten public offering. (g) In connection with the registration process with respect to each Disposition, the Stockholder and Adelphia shall: (i) use commercially reasonable efforts to cause the independent auditor of Adelphia to provide any consents with respect to the Adelphia Financial Information that are required for offerings registered under the Securities Act; and (ii) use commercially reasonable efforts to cause the independent auditor of Adelphia to cooperate in each Disposition, including by participating in meetings, drafting sessions and due diligence sessions and cooperating with the Issuer in good faith to respond to any comments from the Commission or any other Governmental Entity with respect to the Adelphia Financial Information.