Preliminary Alignment of Systems Sample Clauses

Preliminary Alignment of Systems. 3.3.1. After the date hereof, Comcast and AT&T will consult with each other from time to time regarding the progress being made towards satisfaction of the conditions to Closing set forth in Article 8. The date upon which all the conditions to the Closing set forth in such Article have been satisfied or (to the extent legally permissible) waived or are then capable of being satisfied, and one Parent has delivered the other Parent a notice thereof, is referred to as the "Condition Satisfaction Date." Except as otherwise provided herein, a Party may (to the extent legally permissible) conditionally waive one or more conditions to its obligations, subject to the Closing occurring on the last Business Day of the month after the month in which notice of the Condition Satisfaction Date is provided. 3.3.2. Within 10 Business Days after the end of the month in which the Condition Satisfaction Date occurs, AT&T shall deliver to Comcast a report (a "Preliminary Report"), certified as to completeness and accuracy by an authorized officer of AT&T, showing in reasonable detail for each AT&T Cable Subsidiary a good faith preliminary determination of (i) the System Value for each System owned or to be owned at Closing by the applicable AT&T Cable Subsidiary or by any of its Subsidiaries that is a Transferred Entity, (ii) the Working Capital Adjustment Amount of each such System, (iii) the aggregate of items (i) and (ii) for all AT&T Cable Subsidiaries (the "Preliminary Aggregate Value"), in each case together with appropriate documents substantiating the estimates proposed in its Preliminary Report and (iv) an amount determined by AT&T (the "Cushion Value"), which Cushion Value shall not exceed $25 million or be less than zero. 3.3.3. The Closing will occur on the last Business Day of the month during which the Preliminary Report must be delivered (the "Closing Date"); provided that if the Closing does not occur on such date as a result of the failure of the conditions set forth in Article 8 to be satisfied or (to the extent legally permissible) waived, the provisions of this Section 3.3 shall continue to apply as if the original Condition Satisfaction Date had not occurred; and provided further that the Parents may mutually agree upon a different Closing Date. 3.3.4. The Comcast Entities shall deliver to AT&T at Closing in the aggregate a number of AT&T Shares with a value (based on the Agreed Share Value) equal to the Preliminary Aggregate Value; provided that the foll...
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Related to Preliminary Alignment of Systems

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