Common use of Separation of Assets and Liabilities Clause in Contracts

Separation of Assets and Liabilities. (a) Each of the combined balance sheets (including the related notes) of each of the TCI Group, the Liberty Media Group and the TCI Ventures Group included in the Company SEC Reports presents fairly, respectively, in all material respects, the combined financial position of each of the TCI Group, the Liberty Media Group and the TCI Ventures Group as of the respective dates thereof, and the other related statements (including the related notes) included in the Company SEC Reports present fairly, respectively, in all material respects, the results of operations and the changes in financial position of each of the TCI Group, the Liberty Media Group and the TCI Ventures Group for the respective periods or as of the respective dates set forth therein, all in conformity with generally accepted accounting principles consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. Except (i) as and to the extent disclosed or reserved against on the balance sheet of the TCI Group, the Liberty Media Group or the TCI Ventures Group as of December 31, 1997 included in the Company SEC Reports, or (ii) as incurred after the date thereof in the ordinary course of business consistent with prior practice and not prohibited by this Agreement, none of the TCI Group, the Liberty Media Group or the TCI Ventures Group has any liabilities or obligations of any nature, absolute, accrued, contingent or otherwise and whether due or to become due, that, individually or in the aggregate, have or would have a Material Adverse Effect on the Company or on the TCI Group. (b) Set forth in Section 5.17(b) of the Company Disclosure Statement is an accurate and complete listing, as of the date hereof, of all contracts, leases, agreements or understandings, whether written or oral, that are material to TCI Group taken as a whole, with or on behalf of any Liberty Media Member or TCI Ventures Member to which any TCI Group Member is a party or is otherwise bound, or by which any of their respective properties or assets is subject or bound, other than contracts or agreements between any Liberty Media Member or TCI Ventures Member, on the one hand, and any TCI Group Member, on the other hand, entered into in the ordinary course of business and having terms and conditions that are no less favorable to TCI Group than those available to unaffiliated third parties generally. Section 5.17(b) of the Company Disclosure Statement also sets forth a summary as of March 31, 1998 and the date hereof of the material debt and equity interests of any TCI Group Member, Liberty Media Member or TCI Ventures Member in any member of any other Group. (i) Except as set forth in Section 5.17(c)(i) of the Company Disclosure Statement, all of the material properties and assets (tangible, intangible or otherwise) and obligations and liabilities of any nature, absolute, accrued, contingent or otherwise and whether due or to become due, that are reflected on the financial statements referred to in Section 5.17(a) relate to the respective business and operations of the TCI Group, the Liberty Media Group and the TCI Ventures Group (as such businesses and operations are described in Note 1 to the Company's consolidated audited financial statements for the year ended December 31, 1997) (respectively, the "TCI Group Business," the "Liberty Media Business," and the "TCI Ventures Business"). (ii) As of the Effective Time, except as set forth in Section 5.17(c)(ii) of the Company Disclosure Statement or as otherwise expressly permitted or required pursuant to this Agreement, and assuming that the Restructuring has occurred, (A) TCI Ventures LLC, directly or through its Subsidiaries, will own all of the material properties and assets (tangible, intangible or otherwise) of the Company or any of its Subsidiaries primarily relating to the Liberty Media Business or the TCI Ventures Business, and will have primary liability for, or will have assumed, all material obligations and liabilities of any nature, absolute, accrued, contingent or otherwise and whether due or to become due, primarily relating to the Liberty Media Business or the TCI Ventures Business, and (B) the Company and its Subsidiaries, other than TCI Ventures LLC and its Subsidiaries, will own all of the material properties and assets (tangible, intangible or otherwise) of the Company or any of its Subsidiaries primarily relating to the TCI Group Business, and will have primary liability for, or will have assumed, all material obligations and liabilities of any nature, absolute, accrued, contingent or otherwise and whether due or to become due, primarily relating to the TCI Group Business; provided that the shares of TCG (or the Parent Common Shares into which they may be exchanged) will be held by TCI Ventures LLC but will be attributed to the TCI Group.

Separation of Assets and Liabilities. (a) Each of the combined balance sheets (including the related notes) of each of the TCI Group, the Liberty Media Group and the TCI Ventures Group included in the Company TCI SEC Reports Filings presents fairly, respectively, in all material respects, the combined financial position of each of the TCI Group, the Liberty Media Group and the TCI Ventures Group as of the respective dates thereof, and the other related statements (including the related notes) included in the Company TCI SEC Reports Filing present fairly, respectively, in all material respects, the results of operations and the changes in financial position of each of the TCI Group, the Liberty Media Group and the TCI Ventures Group for the respective periods or as of the respective dates set forth therein, all in conformity with generally accepted accounting principles GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. Except (i) as and to the extent disclosed or reserved against on the balance sheet of the TCI Group, the Liberty Media Group or the TCI Ventures Group as of December 31, 1997 included in the Company TCI SEC ReportsFilings, or (ii) as 43 of 62 incurred after the date thereof in the ordinary course of business consistent with prior practice and not prohibited by this the AT&T Agreement, none of the TCI Group, the Liberty Media Group or the TCI Ventures Group has any liabilities or obligations of any nature, absolute, accrued, contingent or otherwise and whether due or to become due, that, individually or in the aggregate, have or would have a Material Adverse Effect on the Company or on the TCI GroupTCI. (b) Set forth in Section 5.17(b) of the Company Disclosure Statement is an accurate and complete listing, as of the date hereof, of all contracts, leases, agreements or understandings, whether written or oral, that are material to TCI Group taken as a whole, with or on behalf of any Liberty Media Member or TCI Ventures Member to which any TCI Group Member is a party or is otherwise bound, or by which any of their respective properties or assets is subject or bound, other than contracts or agreements between any Liberty Media Member or TCI Ventures Member, on the one hand, and any TCI Group Member, on the other hand, entered into in the ordinary course of business and having terms and conditions that are no less favorable to TCI Group than those available to unaffiliated third parties generally. Section 5.17(b) of the Company Disclosure Statement also sets forth a summary as of March 31, 1998 and the date hereof of the material debt and equity interests of any TCI Group Member, Liberty Media Member or TCI Ventures Member in any member of any other Group. (i) Except as set forth in Section 5.17(c)(i) of the Company Disclosure Statement, all of the material properties and assets (tangible, intangible or otherwise) and obligations and liabilities of any nature, absolute, accrued, contingent or otherwise and whether due or to become due, that are reflected on the financial statements referred to in Section 5.17(a) relate to the respective business and operations of the TCI Group, the Liberty Media Group and the TCI Ventures Group (as such businesses and operations are described in Note 1 to the Company's consolidated audited financial statements for the year ended December 31, 1997) (respectively, the "TCI Group Business," the "Liberty Media Business," and the "TCI Ventures Business"). (ii) As of the Effective Time, except as set forth in Section 5.17(c)(ii) of the Company Disclosure Statement or as otherwise expressly permitted or required pursuant to this Agreement, and assuming that the Restructuring has occurred, (A) TCI Ventures LLC, directly or through its Subsidiaries, will own all of the material properties and assets (tangible, intangible or otherwise) of the Company or any of its Subsidiaries primarily relating to the Liberty Media Business or the TCI Ventures Business, and will have primary liability for, or will have assumed, all material obligations and liabilities of any nature, absolute, accrued, contingent or otherwise and whether due or to become due, primarily relating to the Liberty Media Business or the TCI Ventures Business, and (B) the Company and its Subsidiaries, other than TCI Ventures LLC and its Subsidiaries, will own all of the material properties and assets (tangible, intangible or otherwise) of the Company or any of its Subsidiaries primarily relating to the TCI Group Business, and will have primary liability for, or will have assumed, all material obligations and liabilities of any nature, absolute, accrued, contingent or otherwise and whether due or to become due, primarily relating to the TCI Group Business; provided that the shares of TCG (or the Parent Common Shares into which they may be exchanged) will be held by TCI Ventures LLC but will be attributed to the TCI Group.

Separation of Assets and Liabilities. (a) Each of the combined balance sheets (including the related notes) of each of the TCI Group, the Liberty Media Group and the TCI Ventures Group included in the Company TCI SEC Reports Filings presents fairly, respectively, in all material respects, the combined financial position of each of the TCI Group, the Liberty Media Group and the TCI Ventures Group as of the respective dates thereof, and the other related statements (including the related notes) included in the Company TCI SEC Reports Filing present fairly, respectively, in all material respects, the results of operations and the changes in financial position of each of the TCI Group, the Liberty Media Group and the TCI Ventures Group for the respective periods or as of the respective dates set forth therein, all in conformity with generally accepted accounting principles GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. Except (i) as and to the extent disclosed or reserved against on the balance sheet of the TCI Group, the Liberty Media Group or the TCI Ventures Group as of December 31, 1997 included in the Company TCI SEC ReportsFilings, or (ii) as incurred after the date thereof in the ordinary course of business consistent with prior practice and not prohibited by this the AT&T Agreement, none of the TCI Group, the Liberty Media Group or the TCI Ventures Group has any liabilities or obligations of any nature, absolute, accrued, contingent or otherwise and whether due or to become due, that, individually or in the aggregate, have or would have a Material Adverse Effect on the Company or on the TCI GroupTCI. (b) Set forth in Section 5.17(b) of the Company Disclosure Statement is an accurate and complete listing, as of the date hereof, of all contracts, leases, agreements or understandings, whether written or oral, that are material to TCI Group taken as a whole, with or on behalf of any Liberty Media Member or TCI Ventures Member to which any TCI Group Member is a party or is otherwise bound, or by which any of their respective properties or assets is subject or bound, other than contracts or agreements between any Liberty Media Member or TCI Ventures Member, on the one hand, and any TCI Group Member, on the other hand, entered into in the ordinary course of business and having terms and conditions that are no less favorable to TCI Group than those available to unaffiliated third parties generally. Section 5.17(b) of the Company Disclosure Statement also sets forth a summary as of March 31, 1998 and the date hereof of the material debt and equity interests of any TCI Group Member, Liberty Media Member or TCI Ventures Member in any member of any other Group. (i) Except as set forth in Section 5.17(c)(i) of the Company Disclosure Statement, all of the material properties and assets (tangible, intangible or otherwise) and obligations and liabilities of any nature, absolute, accrued, contingent or otherwise and whether due or to become due, that are reflected on the financial statements referred to in Section 5.17(a) relate to the respective business and operations of the TCI Group, the Liberty Media Group and the TCI Ventures Group (as such businesses and operations are described in Note 1 to the Company's consolidated audited financial statements for the year ended December 31, 1997) (respectively, the "TCI Group Business," the "Liberty Media Business," and the "TCI Ventures Business"). (ii) As of the Effective Time, except as set forth in Section 5.17(c)(ii) of the Company Disclosure Statement or as otherwise expressly permitted or required pursuant to this Agreement, and assuming that the Restructuring has occurred, (A) TCI Ventures LLC, directly or through its Subsidiaries, will own all of the material properties and assets (tangible, intangible or otherwise) of the Company or any of its Subsidiaries primarily relating to the Liberty Media Business or the TCI Ventures Business, and will have primary liability for, or will have assumed, all material obligations and liabilities of any nature, absolute, accrued, contingent or otherwise and whether due or to become due, primarily relating to the Liberty Media Business or the TCI Ventures Business, and (B) the Company and its Subsidiaries, other than TCI Ventures LLC and its Subsidiaries, will own all of the material properties and assets (tangible, intangible or otherwise) of the Company or any of its Subsidiaries primarily relating to the TCI Group Business, and will have primary liability for, or will have assumed, all material obligations and liabilities of any nature, absolute, accrued, contingent or otherwise and whether due or to become due, primarily relating to the TCI Group Business; provided that the shares of TCG (or the Parent Common Shares into which they may be exchanged) will be held by TCI Ventures LLC but will be attributed to the TCI Group.