Common use of Authorizations and Consents Clause in Contracts

Authorizations and Consents. (i) If and to the extent that the transfer or assignment from TWE to Time Warner Cable or from Time Warner Cable or any of its Affiliates to Holdco of any Transferred Asset (or following such transfer or assignment, the transfer of Holdco Shares to Comcast Trust or Comcast Subsidiary, or from Comcast Trust to Comcast Subsidiary, as the case may be) would be a violation of applicable Legal Requirements with respect to such Transferred Asset, require any Authorization with respect to such Transferred Asset or otherwise adversely affect the rights of the applicable transferee thereunder then the transfer or assignment to Time Warner Cable or Holdco, as applicable, of such Transferred Asset (each a "DELAYED TRANSFER ASSET") shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all legal impediments are removed and/or such Authorizations have been made or obtained. Notwithstanding the foregoing, any such Delayed Transfer Asset shall be deemed a Transferred Asset for purposes of determining whether any Liability is an Assumed Liability. (ii) If the transfer or assignment of any Transferred Asset intended to be transferred or assigned hereunder is not consummated prior to or at the Closing, whether as a result of the provisions of Section 2.1(e) or for any other reason, then Time Warner Cable (or its Affiliate) shall thereafter, directly or indirectly, hold such Transferred Asset for the use and benefit, insofar as reasonably possible and not prohibited under the terms of any applicable Contract, of Holdco (at the expense of Holdco). In addition, Time Warner Cable shall take or cause to be taken such other actions as may be reasonably requested by Holdco in order to place Holdco, insofar as reasonably possible, in the same position as if such Transferred Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Transferred Assets including possession, use, risk of loss, potential for gain, and dominion, control and command over such Transferred Asset, are to inure from and after the Closing to Holdco. To the extent permitted by Legal Requirements and to the extent otherwise permissible in light of any required Authorization, Holdco shall be entitled to, and shall be responsible for, the management of any Transferred Assets not yet transferred to it as a result of this Section 2.1(e) and the parties agree to use reasonable commercial efforts to cooperate and coordinate with respect thereto. For the avoidance of doubt, Time Warner Cable will cause TWE and each other Transferring Person to comply with the provisions hereof as if TWE or such other Transferring Person were a party hereto to the extent any Transferred Asset was intended to be, but was not, transferred in the TWE Redemption or the Holdco Transaction, as applicable. (iii) If and when the Authorizations, the absence of which caused the deferral of transfer of any Transferred Asset pursuant to this Section 2.1(e), are obtained, the transfer of the applicable Transferred Asset to Holdco shall automatically and without further action be effected in accordance with the terms of this Agreement and the applicable Transaction Documents. (iv) Neither Time Warner Cable nor any Affiliate thereof shall be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced by Holdco, other than reasonable out-of-pocket expenses, attorneys' fees and recording or similar fees, all of which shall be promptly reimbursed by Holdco except as otherwise specifically provided in this Agreement, including for this purpose Section 3.4. (v) Prior to the Holdco Transaction, Time Warner Cable shall deliver to Holdco a list identifying, in reasonable detail and to Time Warner Cable's knowledge, the Delayed Transfer Assets and the Authorizations required therefor. (vi) The parties hereto further agree (A) that any Delayed Transferred Assets referred to in this Section 2.1(e) shall be treated for all Income Tax purposes as assets of Holdco and (B) not to report or take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by a change in applicable Tax law or a good faith resolution of a contest, provided that if such a resolution would result in Time Warner Cable taking a position that is inconsistent with any reporting position required to be taken under the Tax Matters Agreement the provisions of the Tax Matters Agreement shall apply).

Authorizations and Consents. (i) If and to the extent that the transfer or assignment from TWE to Time Warner Cable or from Time Warner Cable or any of its Affiliates to Holdco of any Transferred Asset (or asset to the applicable Newco or, following such transfer or assignment, the transfer of Holdco Shares to Comcast Trust the Equity Securities of any Newco (or Comcast Subsidiaryany successor thereof), or from Comcast Trust to Comcast Subsidiaryin each case in accordance with this Section 2.1, as the would in any case may be) would be a violation of applicable Legal Requirements with respect to such Transferred Assetasset, require any Authorization with respect to such Transferred Asset asset or otherwise adversely affect the rights of the applicable transferee thereunder Newco or Transferee thereunder, then the transfer or assignment of each such asset to Time Warner Cable or Holdco, as applicable, of such Transferred Asset the applicable Newco (each a "DELAYED TRANSFER ASSET"“Delayed Transfer Asset”) shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all legal impediments are removed and/or such Authorizations have been made or obtained. Notwithstanding the foregoing, any such Delayed Transfer Asset shall be deemed a Transferred Asset for purposes of determining whether any Liability is an a Native Assumed Liability or Adelphia Assumed Liability, as applicable. (ii) If the transfer or assignment of any Transferred Asset intended to be transferred or assigned directly or indirectly hereunder is not consummated prior to or at the Closing, whether as a result of the provisions of this Section 2.1(e2.1(h) or for any other reason, then Time Warner Cable (the Group Member responsible for transferring or its Affiliate) assigning such Transferred Asset shall thereafter, directly or indirectly, hold such Transferred Delayed Transfer Asset for the use and benefit, insofar as reasonably possible and not prohibited under the terms of any applicable Contract, of Holdco the applicable Newco (at the expense of Holdcosuch Newco). In addition, Time Warner Cable the Group Member responsible for directly or indirectly transferring or assigning such Transferred Asset shall take or cause to be taken such other actions as may be reasonably requested by Holdco the applicable Newco in order to place Holdcosuch Newco, insofar as reasonably possible, in the same position as if such Transferred Delayed Transfer Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Transferred Assets Delayed Transfer Asset including possession, use, risk of loss, potential for gain, and dominion, control and command over such Transferred Delayed Transfer Asset, are to inure from and after the Closing to Holdcosuch Newco. To the extent permitted by Legal Requirements and to the extent otherwise permissible in light of any required Authorization, Holdco the applicable Newco shall be entitled to, and shall be responsible for, the management of any Transferred Delayed Transfer Assets not yet transferred to it as a result of this Section 2.1(e2.1(h) and the parties agree to use reasonable commercial efforts to cooperate and coordinate with respect thereto. For the avoidance of doubt, Time Warner Cable will cause TWE and each other Transferring Person to comply with the provisions hereof as if TWE or such other Transferring Person were a party hereto to the extent any Transferred Asset was intended to be, but was not, transferred in the TWE Redemption or the Holdco Transaction, as applicable. (iii) If and when the Authorizations, the absence of which caused the deferral of transfer of any Transferred Delayed Transfer Asset pursuant to this Section 2.1(e2.1(h), are obtained, the transfer of the applicable Transferred Delayed Transfer Asset to Holdco the applicable Newco shall automatically and without further action be effected in accordance with the terms of this Agreement and the applicable Transaction Documents. (iv) Neither Time Warner Cable nor No party or any Affiliate thereof shall be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced by Holdcothe applicable Newco or its Affiliates, other than reasonable out-of-pocket expenses, attorneys' ’ fees and recording or similar fees, all of which shall be promptly reimbursed by Holdco such Newco except as otherwise specifically provided in this Agreement, including for this purpose Section 3.4. (v) Prior to the Holdco TransactionClosing, Time Warner Cable each party shall deliver to Holdco the other party a list identifying, in reasonable detail and to Time Warner Cable's their respective knowledge, the Delayed Transfer Assets and the Authorizations required therefor. (vi) The parties hereto further agree (A) that any Delayed Transferred Transfer Assets referred to in this Section 2.1(e2.1(h) shall be treated for all Income Tax purposes as assets of Holdco the applicable Newco (or any successor thereof) and (B) not to report or take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by a change in applicable Tax law or a good faith resolution of a contest, provided ). (vii) The parties agree that if such a resolution would result the treatment of any Delayed Transfer Asset (as defined in Time Warner Cable taking a position that is inconsistent with any reporting position required to the TWC/Adelphia Purchase Agreement) shall be taken under governed by the Tax Matters Agreement the provisions terms of the Tax Matters TWC/Adelphia Purchase Agreement to the extent inconsistent herewith. (viii) Each Transferee shall apply)cause its applicable Newco to perform its obligations under this Section 2.1(h) .

Authorizations and Consents. (i) If and to the extent that the transfer or assignment from TWE to Time Warner Cable or from Time Warner Cable or any of its Affiliates to Holdco of any Transferred Asset (or asset to the applicable Newco or, following such transfer or assignment, the transfer (direct or indirect) of Holdco Shares to the Equity Securities of any Newco [(or]or any Comcast Trust or Comcast SubsidiaryDallas Entity (or, or from Comcast Trust to Comcast Subsidiaryin each case, as the any successor thereof), in each case may be) in accordance with this Section 2.1, would in any case be a violation of applicable Legal Requirements with respect to such Transferred Assetasset, require any Authorization that is not obtained with respect to such Transferred Asset asset or otherwise adversely affect the rights of the applicable transferee thereunder Newco or Transferee, thereunder, then the transfer or assignment of each such asset to Time Warner Cable or Holdcothe applicable Newco (each, as applicable, of such Transferred Asset (each a "DELAYED TRANSFER ASSET"“Delayed Transfer Asset”) shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all legal impediments are removed and/or such Authorizations have been made or obtained. Notwithstanding the foregoing, any such Delayed Transfer Asset shall be deemed a Transferred Asset for purposes of determining whether any Liability is an a Native Assumed Liability or Adelphia Assumed Liability, as applicable. (ii) If the transfer or assignment of any Transferred Asset intended to be transferred or assigned directly or indirectly hereunder is not consummated prior to or at the Closing, whether as a result of the provisions of this Section 2.1(e2.1(h) or for any other reason, then Time Warner Cable (the Group Member responsible for transferring or its Affiliate) assigning such Transferred Asset shall thereafter, directly or indirectly, hold such Transferred Delayed Transfer Asset for the use and benefit, insofar as reasonably possible and not prohibited under the terms of any applicable Contract, of Holdco the applicable Newco (at the expense of Holdcosuch Newco). In addition, Time Warner Cable the Group Member responsible for directly or indirectly transferring or assigning such Transferred Asset shall take or cause to be taken such other actions as may be reasonably requested by Holdco the applicable Newco in order to place Holdcosuch Newco, insofar as reasonably possible, in the same position as if such Transferred Delayed Transfer Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Transferred Assets Delayed Transfer Asset including possession, use, risk of loss, potential for gain, and dominion, control and command over such Transferred Delayed Transfer Asset, are to inure from and after the Closing to Holdcosuch Newco. To the extent permitted by Legal Requirements and to the extent otherwise permissible in light of any required Authorization, Holdco the applicable Newco shall be entitled to, and shall be responsible for, the management of any Transferred Delayed Transfer Assets not yet transferred to it as a result of this Section 2.1(e2.1(h) and the parties agree to use reasonable commercial efforts to cooperate and coordinate with respect thereto. For the avoidance of doubt, Time Warner Cable will cause TWE and each other Transferring Person to comply with the provisions hereof as if TWE or such other Transferring Person were a party hereto to the extent any Transferred Asset was intended to be, but was not, transferred in the TWE Redemption or the Holdco Transaction, as applicable. (iii) If and when the Authorizations, the absence of which caused the deferral of transfer of any Transferred Delayed Transfer Asset pursuant to this Section 2.1(e2.1(h), are obtained, the transfer of the applicable Transferred Delayed Transfer Asset to Holdco the applicable Newco shall automatically and without further action be effected in accordance with the terms of this Agreement and the applicable Transaction Documents. (iv) Neither Time Warner Cable nor No party or any Affiliate thereof shall be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced by Holdcothe applicable Newco or its Affiliates, other than reasonable out-of-pocket expenses, attorneys' ’ fees and recording or similar fees, all of which shall be promptly reimbursed by Holdco such Newco except as otherwise specifically provided in this Agreement, including for this purpose Section 3.4. (v) Prior to the Holdco TransactionClosing, Time Warner Cable each party shall deliver to Holdco the other party a list identifying, in reasonable detail and to Time Warner Cable's their respective knowledge, the Delayed Transfer Assets and the Authorizations required therefor. (vi) The parties hereto further agree (A) that any Delayed Transferred Transfer Assets referred to in this Section 2.1(e2.1(h) shall be treated for all Income Tax purposes as assets of Holdco the applicable Newco (or any successor thereof) and (B) not to report or take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by a change in applicable Tax law or a good faith resolution of a contest, provided ). (vii) The parties agree that if such a resolution would result the treatment of any Delayed Transfer Asset (as defined in Time Warner Cable taking a position the TWC/Adelphia Purchase Agreement) [shall be governed by the terms of]to the extent related to the Group 1 Business (as defined in the TWC/Adelphia Purchase Agreement) shall be governed by the terms of the TWC/Adelphia Purchase Agreement to the extent inconsistent herewith. (viii) The parties agree that is the treatment of any Delayed Transfer Asset (as defined in the Comcast/Adelphia Purchase Agreement) to the extent related to the Group 1 Remainder Business (as defined in the Comcast/Adelphia Purchase Agreement) shall be governed by the terms of the Comcast/Adelphia Purchase Agreement to the extent inconsistent with any reporting position required herewith. (ix) [(viii)] Each Transferee shall cause its applicable Newco to be taken perform its obligations under the Tax Matters Agreement the this Section 2.1(h). (x) The foregoing provisions of this Section 2.1(h) will apply mutatis mutandis to the Tax Matters Agreement shall apply)transfer or assignment of any asset (other than a Franchise) out of a Restructured Comcast Native Newco or Comcast Dallas Entity in accordance with Section 2.1.

Authorizations and Consents. (i) If and to the extent that the transfer or assignment to TWE or from TWE to Time Warner Cable or from Time Warner Cable or any of its Affiliates to Holdco (or any successor thereof) of any Transferred Asset (or following such transfer or assignment, the transfer of Holdco Shares Interests to Comcast Trust or Comcast Subsidiary, or from Comcast Trust to Comcast Subsidiary, as the case may be) would be a violation of applicable Legal Requirements with respect to such Transferred Asset, require any Authorization with respect to such Transferred Asset or otherwise adversely affect the rights of the applicable transferee thereunder then the transfer or assignment to Time Warner Cable or Holdco, as applicable, Holdco of such Transferred Asset (each a "DELAYED TRANSFER ASSET"“Delayed Transfer Asset”) shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all legal impediments are removed and/or such Authorizations have been made or obtained. Notwithstanding the foregoing, any such Delayed Transfer Asset shall be deemed a Transferred Asset for purposes of determining whether any Liability is an Assumed Liability. (ii) If the transfer or assignment of any Transferred Asset intended to be transferred or assigned hereunder is not consummated prior to or at the Closing, whether as a result of the provisions of Section 2.1(e2.1(d) or for any other reason, then Time Warner Cable TWE (or its Affiliate) shall thereafter, directly or indirectly, hold such Transferred Asset for the use and benefit, insofar as reasonably possible and not prohibited under the terms of any applicable Contract, of Holdco (at the expense of Holdco). In addition, Time Warner Cable TWE shall take or cause to be taken such other actions as may be reasonably requested by Holdco in order to place Holdco, insofar as reasonably possible, in the same position as if such Transferred Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Transferred Assets including possession, use, risk of loss, potential for gain, and dominion, control and command over such Transferred Asset, are to inure from and after the Closing to Holdco. To the extent permitted by Legal Requirements and to the extent otherwise permissible in 23 light of any required Authorization, Holdco shall be entitled to, and shall be responsible for, the management of any Transferred Assets not yet transferred to it as a result of this Section 2.1(e2.1(d) and the parties agree to use reasonable commercial efforts to cooperate and coordinate with respect thereto. For the avoidance of doubt, Time Warner Cable TWE will cause TWE and each other Transferring Person to comply with the provisions hereof as if TWE or such other Transferring Person were a party hereto to the extent any Transferred Asset was intended to be, but was not, transferred in the TWE Redemption Subsidiary Transfers or the Holdco Transaction, as applicable. (iii) If and when the Authorizations, the absence of which caused the deferral of transfer of any Transferred Asset pursuant to this Section 2.1(e2.1(d), are obtained, the transfer of the applicable Transferred Asset to Holdco shall automatically and without further action be effected in accordance with the terms of this Agreement and the applicable Transaction Documents. (iv) Neither Time Warner Cable TWE nor any Affiliate thereof shall be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced by Holdco, other than reasonable out-of-pocket expenses, attorneys' ’ fees and recording or similar fees, all of which shall be promptly reimbursed by Holdco except as otherwise specifically provided in this Agreement, including for this purpose Section 3.4. (v) Prior to the Holdco Transaction, Time Warner Cable TWE shall deliver to Holdco a list identifying, in reasonable detail and to Time Warner Cable's TWE’s knowledge, the Delayed Transfer Assets and the Authorizations required therefor. (vi) The parties hereto further agree (A) that any Delayed Transferred Assets referred to in this Section 2.1(e2.1(d) shall be treated for all Income Tax purposes as assets of Holdco (or any successor thereof) and (B) not to report or take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by a change in applicable Tax law or a good faith resolution of a contest, provided that if such a resolution would result in Time Warner Cable taking a position that is inconsistent with any reporting position required to be taken under the Tax Matters Agreement the provisions of the Tax Matters Agreement shall apply).

Authorizations and Consents. (i) If and to the extent that the transfer or assignment from TWE to TWE Holdco 1, from any Transferring Person to Time Warner Cable or from Time Warner Cable or any of its Affiliates to Holdco of any Transferred Asset (or following such transfer or assignment, the transfer of Holdco Shares to Comcast Trust or Comcast Subsidiary, or from Comcast Trust to Comcast Subsidiary, as the case may be) would be a violation of applicable Legal Requirements with respect to such Transferred Asset, require any Authorization with respect to such Transferred Asset or otherwise adversely affect the rights of the applicable transferee thereunder then the transfer or assignment to Time Warner Cable or Holdco, as applicable, of such Transferred Asset (each a "DELAYED TRANSFER ASSETDelayed Transfer Asset") shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all legal impediments are removed and/or such Authorizations have been made or obtained. Notwithstanding the foregoing, any such Delayed Transfer Asset shall be deemed a Transferred Asset for purposes of determining whether any Liability is an Assumed Liability. (ii) If the transfer or assignment of any Transferred Asset intended to be transferred or assigned hereunder is not consummated prior to or at the Closing, whether as a result of the provisions of Section 2.1(e2.1(d) or for any other reason, then Time Warner Cable (or its Affiliate) shall thereafter, directly or indirectly, hold such Transferred Asset for the use and benefit, insofar as reasonably possible and not prohibited under the terms of any applicable Contract, of Holdco (at the expense of Holdco). In addition, Time Warner Cable shall take or cause to be taken such other actions as may be reasonably requested by Holdco in order to place Holdco, insofar as reasonably possible, in the same position as if such Transferred Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Transferred Assets including possession, use, risk of loss, potential for gain, and dominion, control and command over such Transferred Asset, are to inure from and after the Closing to Holdco. To the extent permitted by Legal Requirements and to the extent otherwise permissible in light of any required Authorization, Holdco shall be entitled to, and shall be responsible for, the management of any Transferred Assets not yet transferred to it as a result of this Section 2.1(e2.1(d) and the parties agree to use reasonable commercial efforts to cooperate and coordinate with respect thereto. For the avoidance of doubt, Time Warner Cable will cause TWE and each other Transferring Person to comply with the provisions hereof as if TWE or such other Transferring Person were a party hereto to the extent any Transferred Asset was intended to be, but was not, transferred in the TWE Redemption GP Redemption, Subsidiary Transfers or the Holdco Transaction, as applicable. (iii) If and when the Authorizations, the absence of which caused the deferral of transfer of any Transferred Asset pursuant to this Section 2.1(e2.1(d), are obtained, the transfer of the applicable Transferred Asset to Holdco shall automatically and without further action be effected in accordance with the terms of this Agreement and the applicable Transaction Documents. (iv) Neither Time Warner Cable nor any Affiliate thereof shall be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced by Holdco, other than reasonable out-of-pocket expenses, attorneys' fees and recording or similar fees, all of which shall be promptly reimbursed by Holdco except as otherwise specifically provided in this Agreement, including for this purpose Section 3.4. (v) Prior to the Holdco Transaction, Time Warner Cable shall deliver to Holdco a list identifying, in reasonable detail and to Time Warner Cable's knowledge, the Delayed Transfer Assets and the Authorizations required therefor. (vi) The parties hereto further agree (A) that any Delayed Transferred Assets referred to in this Section 2.1(e2.1(d) shall be treated for all Income Tax purposes as assets of Holdco (or any successor thereof) and (B) not to report or take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by a change in applicable Tax law or a good faith resolution of a contest, provided that if such a resolution would result in Time Warner Cable taking a position that is inconsistent with any reporting position required to be taken under the Tax Matters Agreement the provisions of the Tax Matters Agreement shall apply).

Authorizations and Consents. (i) If and to the extent that the transfer or assignment from TWE to TWE Holdco I, from TWE-A/N to TWE, from any Transferring Person to Time Warner Cable or from Time Warner Cable or any of its Affiliates to Holdco (or any successor thereof) of any Transferred Asset (or following such transfer or assignment, the transfer of Holdco Shares to Comcast Trust or Comcast Subsidiary, or from Comcast Trust to Comcast Subsidiary, as the case may be) would be a violation of applicable Legal Requirements with respect to such Transferred Asset, require any Authorization with respect to such Transferred Asset or otherwise adversely affect the rights of the applicable transferee thereunder then the transfer or assignment to Time Warner Cable or Holdco, as applicable, of such Transferred Asset (each a "DELAYED TRANSFER ASSETDelayed Transfer Asset") shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all legal impediments are removed and/or such Authorizations have been made or obtained. Notwithstanding the foregoing, any such Delayed Transfer Asset shall be deemed a Transferred Asset for purposes of determining whether any Liability is an Assumed Liability. (ii) If the transfer or assignment of any Transferred Asset intended to be transferred or assigned hereunder is not consummated prior to or at the Closing, whether as a result of the provisions of Section 2.1(e) or for any other reason, then Time Warner Cable (or its Affiliate) shall thereafter, directly or indirectly, hold such Transferred Asset for the use and benefit, insofar as reasonably possible and not prohibited under the terms of any applicable Contract, of Holdco (at the expense of Holdco). In addition, Time Warner Cable shall take or cause to be taken such other actions as may be reasonably requested by Holdco in order to place Holdco, insofar as reasonably possible, in the same position as if such Transferred Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Transferred Assets including possession, use, risk of loss, potential for gain, and dominion, control and command over such Transferred Asset, are to inure from and after the Closing to Holdco. To the extent permitted by Legal Requirements and to the extent otherwise permissible in light of any required Authorization, Holdco shall be entitled to, and shall be responsible for, the management of any Transferred Assets not yet transferred to it as a result of this Section 2.1(e) and the parties agree to use reasonable commercial efforts to cooperate and coordinate with respect thereto. For the avoidance of doubt, Time Warner Cable will cause TWE and each other Transferring Person to comply with the provisions hereof as if TWE or such other Transferring Person were a party hereto to the extent any Transferred Asset was intended to be, but was not, transferred in the TWE Redemption GP Redemption, TWE-A/N Transfer, Subsidiary Transfers or the Holdco Transaction, as applicable. (iii) If and when the Authorizations, the absence of which caused the deferral of transfer of any Transferred Asset pursuant to this Section 2.1(e), are obtained, the transfer of the applicable Transferred Asset to Holdco shall automatically and without further action be effected in accordance with the terms of this Agreement and the applicable Transaction Documents. (iv) Neither Time Warner Cable nor any Affiliate thereof shall be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced by Holdco, other than reasonable out-of-pocket expenses, attorneys' fees and recording or similar fees, all of which shall be promptly reimbursed by Holdco except as otherwise specifically provided in this Agreement, including for this purpose Section 3.4. (v) Prior to the Holdco Transaction, Time Warner Cable shall deliver to Holdco a list identifying, in reasonable detail and to Time Warner Cable's knowledge, the Delayed Transfer Assets and the Authorizations required therefor. (vi) The parties hereto further agree (A) that any Delayed Transferred Assets referred to in this Section 2.1(e) shall be treated for all Income Tax purposes as assets of Holdco (or any successor thereof) and (B) not to report or take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by a change in applicable Tax law or a good faith resolution of a contest, provided that if such a resolution would result in Time Warner Cable taking a position that is inconsistent with any reporting position required to be taken under the Tax Matters Agreement the provisions of the Tax Matters Agreement shall apply).

Authorizations and Consents. (i) If and to the extent that the transfer or assignment from TWE to Time Warner Cable or from Time Warner Cable or any of its Affiliates to Holdco of any Transferred Asset (or asset to the applicable Newco or, following such transfer or assignment, the transfer of Holdco Shares to Comcast Trust the Equity Securities of any Newco (or Comcast Subsidiaryany successor thereof), or from Comcast Trust to Comcast Subsidiaryin each case in accordance with this Section 2.1, as the would in any case may be) would be a violation of applicable Legal Requirements with respect to such Transferred Assetasset, require any Authorization with respect to such Transferred Asset asset or otherwise adversely affect the rights of the applicable transferee thereunder Newco or Transferee thereunder, then the transfer or assignment of each such asset to Time Warner Cable or Holdco, as applicable, of such Transferred Asset the applicable Newco (each a "DELAYED TRANSFER ASSETDelayed Transfer Asset") shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all legal impediments are removed and/or such Authorizations have been made or obtained. Notwithstanding the foregoing, any such Delayed Transfer Asset shall be deemed a Transferred Asset for purposes of determining whether any Liability is an a Native Assumed Liability or Adelphia Assumed Liability, as applicable. (ii) If the transfer or assignment of any Transferred Asset intended to be transferred or assigned directly or indirectly hereunder is not consummated prior to or at the Closing, whether as a result of the provisions of this Section 2.1(e2.1(h) or for any other reason, then Time Warner Cable (the Group Member responsible for transferring or its Affiliate) assigning such Transferred Asset shall thereafter, directly or indirectly, hold such Transferred Delayed Transfer Asset for the use and benefit, insofar as reasonably possible and not prohibited under the terms of any applicable Contract, of Holdco the applicable Newco (at the expense of Holdcosuch Newco). In addition, Time Warner Cable the Member responsible for directly or indirectly transferring or assigning such Transferred Asset shall take or cause to be taken such other actions as may be reasonably requested by Holdco the applicable Newco in order to place Holdcosuch Newco, insofar as reasonably possible, in the same position as if such Transferred Delayed Transfer Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Transferred Assets Delayed Transfer Asset including possession, use, risk of loss, potential for gain, and dominion, control and command over such Transferred Delayed Transfer Asset, are to inure from and after the Closing to Holdcosuch Newco. To the extent permitted by Legal Requirements and to the extent otherwise permissible in light of any required Authorization, Holdco the applicable Newco shall be entitled to, and shall be responsible for, the management of any Transferred Delayed Transfer Assets not yet transferred to it as a result of this Section 2.1(e2.1(h) and the parties agree to use reasonable commercial efforts to cooperate and coordinate with respect thereto. For the avoidance of doubt, Time Warner Cable will cause TWE and each other Transferring Person to comply with the provisions hereof as if TWE or such other Transferring Person were a party hereto to the extent any Transferred Asset was intended to be, but was not, transferred in the TWE Redemption or the Holdco Transaction, as applicable. (iii) If and when the Authorizations, the absence of which caused the deferral of transfer of any Transferred Delayed Transfer Asset pursuant to this Section 2.1(e2.1(h), are obtained, the transfer of the applicable Transferred Delayed Transfer Asset to Holdco the applicable Newco shall automatically and without further action be effected in accordance with the terms of this Agreement and the applicable Transaction Documents. (iv) Neither Time Warner Cable nor No party or any Affiliate thereof shall be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced by Holdcothe applicable Newco or its Affiliates, other than reasonable out-of-pocket expenses, attorneys' fees and recording or similar fees, all of which shall be promptly reimbursed by Holdco such Newco except as otherwise specifically provided in this Agreement, including for this purpose Section 3.4. (v) Prior to the Holdco TransactionClosing, Time Warner Cable each party shall deliver to Holdco the other party a list identifying, in reasonable detail and to Time Warner Cable's their respective knowledge, the Delayed Transfer Assets and the Authorizations required therefor. (vi) The parties hereto further agree (A) that any Delayed Transferred Transfer Assets referred to in this Section 2.1(e2.1(h) shall be treated for all Income Tax purposes as assets of Holdco the applicable Newco (or any successor thereof) and (B) not to report or take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by a change in applicable Tax law or a good faith resolution of a contest, provided ). (vii) The parties agree that if such a resolution would result the treatment of any Delayed Transfer Asset (as defined in Time Warner Cable taking a position that is inconsistent with any reporting position required to the TWC/Adelphia Purchase Agreement) shall be taken under governed by the Tax Matters Agreement the provisions terms of the Tax Matters TWC/Adelphia Purchase Agreement to the extent inconsistent herewith. (viii) Each Transferee shall applycause its applicable Newco to perform its obligations under this Section 2.1(h).

Authorizations and Consents. (i) If and to the extent that the transfer or assignment from TWE to TWE Holdco I, from TWE–A/N to TWE, from any Transferring Person to Time Warner Cable or from Time Warner Cable or any of its Affiliates to Holdco (or any successor thereof) of any Transferred Asset (or following such transfer or assignment, the transfer of Holdco Shares to Comcast Trust or Comcast Subsidiary, or from Comcast Trust to Comcast Subsidiary, as the case may be) would be a violation of applicable Legal Requirements with respect to such Transferred Asset, require any Authorization with respect to such Transferred Asset or otherwise adversely affect the rights of the applicable transferee thereunder then the transfer or assignment to Time Warner Cable or Holdco, as applicable, of such Transferred Asset (each a "DELAYED TRANSFER ASSET"“Delayed Transfer Asset”) shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all legal impediments are removed and/or such Authorizations have been made or obtained. Notwithstanding the foregoing, any such Delayed Transfer Asset shall be deemed a Transferred Asset for purposes of determining whether any Liability is an Assumed Liability. (ii) If the transfer or assignment of any Transferred Asset intended to be transferred or assigned hereunder is not consummated prior to or at the Closing, whether as a result of the provisions of Section 2.1(e) or for any other reason, then Time Warner Cable (or its Affiliate) shall thereafter, directly or indirectly, hold such Transferred Asset for the use and benefit, insofar as reasonably possible and not prohibited under the terms of any applicable Contract, of Holdco (at the expense of Holdco). In addition, Time Warner Cable shall take or cause to be taken such other actions as may be reasonably requested by Holdco in order to place Holdco, insofar as reasonably possible, in the same position as if such Transferred Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Transferred Assets including possession, use, risk of loss, potential for gain, and dominion, control and command over such Transferred Asset, are to inure from and after the Closing to Holdco. To the extent permitted by Legal Requirements and to the extent otherwise permissible in light of any required Authorization, Holdco shall be entitled to, and shall be responsible for, the management of any Transferred Assets not yet transferred to it as a result of this Section 2.1(e) and the parties agree to use reasonable commercial efforts to cooperate and coordinate with respect thereto. For the avoidance of doubt, Time Warner Cable will cause TWE and each other Transferring Person to comply with the provisions hereof as if TWE or such other Transferring Person were a party hereto to the extent any Transferred Asset was intended to be, but was not, transferred in the TWE Redemption GP Redemption, TWE-A/N Transfer, Subsidiary Transfers or the Holdco Transaction, as applicable. (iii) If and when the Authorizations, the absence of which caused the deferral of transfer of any Transferred Asset pursuant to this Section 2.1(e), are obtained, the transfer of the applicable Transferred Asset to Holdco shall automatically and without further action be effected in accordance with the terms of this Agreement and the applicable Transaction Documents. (iv) Neither Time Warner Cable nor any Affiliate thereof shall be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced by Holdco, other than reasonable out-of-pocket expenses, attorneys' ’ fees and recording or similar fees, all of which shall be promptly reimbursed by Holdco except as otherwise specifically provided in this Agreement, including for this purpose Section 3.4. (v) Prior to the Holdco Transaction, Time Warner Cable shall deliver to Holdco a list identifying, in reasonable detail and to Time Warner Cable's ’s knowledge, the Delayed Transfer Assets and the Authorizations required therefor. (vi) The parties hereto further agree (A) that any Delayed Transferred Assets referred to in this Section 2.1(e) shall be treated for all Income Tax purposes as assets of Holdco (or any successor thereof) and (B) not to report or take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by a change in applicable Tax law or a good faith resolution of a contest, provided that if such a resolution would result in Time Warner Cable taking a position that is inconsistent with any reporting position required to be taken under the Tax Matters Agreement the provisions of the Tax Matters Agreement shall apply).

Authorizations and Consents. (i) If and to the extent that the transfer or assignment to TWE or from TWE to Time Warner Cable or from Time Warner Cable or any of its Affiliates to Holdco (or any successor thereof) of any Transferred Asset (or following such transfer or assignment, the transfer of Holdco Shares Interests to Comcast Trust or Comcast Subsidiary, or from Comcast Trust to Comcast Subsidiary, as the case may be) would be a violation of applicable Legal Requirements with respect to such Transferred Asset, require any Authorization with respect to such Transferred Asset or otherwise adversely affect the rights of the applicable transferee thereunder then the transfer or assignment to Time Warner Cable or Holdco, as applicable, Holdco of such Transferred Asset (each a "DELAYED TRANSFER ASSETDelayed Transfer Asset") shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all legal impediments are removed and/or such Authorizations have been made or obtained. Notwithstanding the foregoing, any such Delayed Transfer Asset shall be deemed a Transferred Asset for purposes of determining whether any Liability is an Assumed Liability. (ii) If the transfer or assignment of any Transferred Asset intended to be transferred or assigned hereunder is not consummated prior to or at the Closing, whether as a result of the provisions of Section 2.1(e2.1(d) or for any other reason, then Time Warner Cable TWE (or its Affiliate) shall thereafter, directly or indirectly, hold such Transferred Asset for the use and benefit, insofar as reasonably possible and not prohibited under the terms of any applicable Contract, of Holdco (at the expense of Holdco). In addition, Time Warner Cable TWE shall take or cause to be taken such other actions as may be reasonably requested by Holdco in order to place Holdco, insofar as reasonably possible, in the same position as if such Transferred Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Transferred Assets including possession, use, risk of loss, potential for gain, and dominion, control and command over such Transferred Asset, are to inure from and after the Closing to Holdco. To the extent permitted by Legal Requirements and to the extent otherwise permissible in light of any required Authorization, Holdco shall be entitled to, and shall be responsible for, the management of any Transferred Assets not yet transferred to it as a result of this Section 2.1(e2.1(d) and the parties agree to use reasonable commercial efforts to cooperate and coordinate with respect thereto. For the avoidance of doubt, Time Warner Cable TWE will cause TWE and each other Transferring Person to comply with the provisions hereof as if TWE or such other Transferring Person were a party hereto to the extent any Transferred Asset was intended to be, but was not, transferred in the TWE Redemption Subsidiary Transfers or the Holdco Transaction, as applicable. (iii) If and when the Authorizations, the absence of which caused the deferral of transfer of any Transferred Asset pursuant to this Section 2.1(e2.1(d), are obtained, the transfer of the applicable Transferred Asset to Holdco shall automatically and without further action be effected in accordance with the terms of this Agreement and the applicable Transaction Documents. (iv) Neither Time Warner Cable TWE nor any Affiliate thereof shall be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced by Holdco, other than reasonable out-of-pocket expenses, attorneys' fees and recording or similar fees, all of which shall be promptly reimbursed by Holdco except as otherwise specifically provided in this Agreement, including for this purpose Section 3.4. (v) Prior to the Holdco Transaction, Time Warner Cable TWE shall deliver to Holdco a list identifying, in reasonable detail and to Time Warner CableTWE's knowledge, the Delayed Transfer Assets and the Authorizations required therefor. (vi) The parties hereto further agree (A) that any Delayed Transferred Assets referred to in this Section 2.1(e2.1(d) shall be treated for all Income Tax purposes as assets of Holdco (or any successor thereof) and (B) not to report or take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by a change in applicable Tax law or a good faith resolution of a contest, provided that if such a resolution would result in Time Warner Cable taking a position that is inconsistent with any reporting position required to be taken under the Tax Matters Agreement the provisions of the Tax Matters Agreement shall apply).

Authorizations and Consents. (i) If and to the extent that the transfer or assignment from TWE to TWE Holdco I, from any Transferring Person to Time Warner Cable or from Time Warner Cable or any of its Affiliates to Holdco (or any successor thereof) of any Transferred Asset (or following such transfer or assignment, the transfer of Holdco Shares to Comcast Trust or Comcast Subsidiary, or from Comcast Trust to Comcast Subsidiary, as the case may be) would be a violation of applicable Legal Requirements with respect to such Transferred Asset, require any Authorization with respect to such Transferred Asset or otherwise adversely affect the rights of the applicable transferee thereunder then the transfer or assignment to Time Warner Cable or Holdco, as applicable, of such Transferred Asset (each a "DELAYED TRANSFER ASSETDelayed Transfer Asset") shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all legal impediments are removed and/or such Authorizations have been made or obtained. Notwithstanding the foregoing, any such Delayed Transfer Asset shall be deemed a Transferred Asset for purposes of determining whether any Liability is an Assumed Liability. (ii) If the transfer or assignment of any Transferred Asset intended to be transferred or assigned hereunder is not consummated prior to or at the Closing, whether as a result of the provisions of Section 2.1(e) or for any other reason, then Time Warner Cable (or its Affiliate) shall thereafter, directly or indirectly, hold such Transferred Asset for the use and benefit, insofar as reasonably possible and not prohibited under the terms of any applicable Contract, of Holdco (at the expense of Holdco). In addition, Time Warner Cable shall take or cause to be taken such other actions as may be reasonably requested by Holdco in order to place Holdco, insofar as reasonably possible, in the same position as if such Transferred Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Transferred Assets including possession, use, risk of loss, potential for gain, and dominion, control and command over such Transferred Asset, are to inure from and after the Closing to Holdco. To the extent permitted by Legal Requirements and to the extent otherwise permissible in light of any required Authorization, Holdco shall be entitled to, and shall be responsible for, the management of any Transferred Assets not yet transferred to it as a result of this Section 2.1(e) and the parties agree to use reasonable commercial efforts to cooperate and coordinate with respect thereto. For the avoidance of doubt, Time Warner Cable will cause TWE and each other Transferring Person to comply with the provisions hereof as if TWE or such other Transferring Person were a party hereto to the extent any Transferred Asset was intended to be, but was not, transferred in the TWE Redemption GP Redemption, Subsidiary Transfers or the Holdco Transaction, as applicable. (iii) If and when the Authorizations, the absence of which caused the deferral of transfer of any Transferred Asset pursuant to this Section 2.1(e), are obtained, the transfer of the applicable Transferred Asset to Holdco shall automatically and without further action be effected in accordance with the terms of this Agreement and the applicable Transaction Documents. (iv) Neither Time Warner Cable nor any Affiliate thereof shall be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced by Holdco, other than reasonable out-of-pocket expenses, attorneys' fees and recording or similar fees, all of which shall be promptly reimbursed by Holdco except as otherwise specifically provided in this Agreement, including for this purpose Section 3.4. (v) Prior to the Holdco Transaction, Time Warner Cable shall deliver to Holdco a list identifying, in reasonable detail and to Time Warner Cable's knowledge, the Delayed Transfer Assets and the Authorizations required therefor. (vi) The parties hereto further agree (A) that any Delayed Transferred Assets referred to in this Section 2.1(e) shall be treated for all Income Tax purposes as assets of Holdco (or any successor thereof) and (B) not to report or take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by a change in applicable Tax law or a good faith resolution of a contest, provided that if such a resolution would result in Time Warner Cable taking a position that is inconsistent with any reporting position required to be taken under the Tax Matters Agreement the provisions of the Tax Matters Agreement shall apply).

Authorizations and Consents. (i) If and to the extent that the transfer or assignment from TWE to TWE Holdco 1, from any Transferring Person to Time Warner Cable or from Time Warner Cable or any of its Affiliates to Holdco of any Transferred Asset (or following such transfer or assignment, the transfer of Holdco Shares to Comcast Trust or Comcast Subsidiary, or from Comcast Trust to Comcast Subsidiary, as the case may be) would be a violation of applicable Legal Requirements with respect to such Transferred Asset, require any Authorization with respect to such Transferred Asset or otherwise adversely affect the rights of the applicable transferee thereunder then the transfer or assignment to Time Warner Cable or Holdco, as applicable, of such Transferred Asset (each a "DELAYED TRANSFER ASSET"“Delayed Transfer Asset”) shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all legal impediments are removed and/or such Authorizations have been made or obtained. Notwithstanding the foregoing, any such Delayed Transfer Asset shall be deemed a Transferred Asset for purposes of determining whether any Liability is an Assumed Liability. (ii) If the transfer or assignment of any Transferred Asset intended to be transferred or assigned hereunder is not consummated prior to or at the Closing, whether as a result of the provisions of Section 2.1(e2.1(d) or for any other reason, then Time Warner Cable (or its Affiliate) shall thereafter, directly or indirectly, hold such Transferred Asset for the use and benefit, insofar as reasonably possible and not prohibited under the terms of any applicable Contract, of Holdco (at the expense of Holdco). In addition, Time Warner Cable shall take or cause to be taken such other actions as may be reasonably requested by Holdco in order to place Holdco, insofar as reasonably possible, in the same position as if such Transferred Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Transferred Assets including possession, use, risk of loss, potential for gain, and dominion, control and command over such Transferred Asset, are to inure from and after the Closing to Holdco. To the extent permitted by Legal Requirements and to the extent otherwise permissible in light of any required Authorization, Holdco shall be entitled to, and shall be responsible for, the management of any Transferred Assets not yet transferred to it as a result of this Section 2.1(e2.1(d) and the parties agree to use reasonable commercial efforts to cooperate and coordinate with respect thereto. For the avoidance of doubt, Time Warner Cable will cause TWE and each other Transferring Person to comply with the provisions hereof as if TWE or such other Transferring Person were a party hereto to the extent any Transferred Asset was intended to be, but was not, transferred in the TWE Redemption GP Redemption, Subsidiary Transfers or the Holdco Transaction, as applicable. (iii) If and when the Authorizations, the absence of which caused the deferral of transfer of any Transferred Asset pursuant to this Section 2.1(e2.1(d), are obtained, the transfer of the applicable Transferred Asset to Holdco shall automatically and without further action be effected in accordance with the terms of this Agreement and the applicable Transaction Documents.. 25 (iv) Neither Time Warner Cable nor any Affiliate thereof shall be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced by Holdco, other than reasonable out-of-pocket expenses, attorneys' ’ fees and recording or similar fees, all of which shall be promptly reimbursed by Holdco except as otherwise specifically provided in this Agreement, including for this purpose Section 3.4. (v) Prior to the Holdco Transaction, Time Warner Cable shall deliver to Holdco a list identifying, in reasonable detail and to Time Warner Cable's ’s knowledge, the Delayed Transfer Assets and the Authorizations required therefor. (vi) The parties hereto further agree (A) that any Delayed Transferred Assets referred to in this Section 2.1(e2.1(d) shall be treated for all Income Tax purposes as assets of Holdco (or any successor thereof) and (B) not to report or take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by a change in applicable Tax law or a good faith resolution of a contest, provided that if such a resolution would result in Time Warner Cable taking a position that is inconsistent with any reporting position required to be taken under the Tax Matters Agreement the provisions of the Tax Matters Agreement shall apply).

Authorizations and Consents. (i) If and to the extent that the transfer or assignment from TWE to Time Warner Cable or from Time Warner Cable or any of its Affiliates to Holdco of any Transferred Asset (or asset to the applicable Newco or, following such transfer or assignment, the transfer of Holdco Shares to Comcast Trust the Equity Securities of any Newco (or Comcast Subsidiaryany successor thereof), or from Comcast Trust to Comcast Subsidiaryin each case in accordance with this Section 2.1, as the would in any case may be) would be a violation of applicable Legal Requirements with respect to such Transferred Assetasset, require any Authorization with respect to such Transferred Asset asset or otherwise adversely affect the rights of the applicable transferee thereunder Newco or Transferee thereunder, then the transfer or assignment of each such asset to Time Warner Cable or Holdco, as applicable, of such Transferred Asset the applicable Newco (each a "DELAYED TRANSFER ASSETDelayed Transfer Asset") shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all legal impediments are removed and/or such Authorizations have been made or obtained. Notwithstanding the foregoing, any such Delayed Transfer Asset shall be deemed a Transferred Asset for purposes of determining whether any Liability is an a Native Assumed Liability or Adelphia Assumed Liability, as applicable. (ii) If the transfer or assignment of any Transferred Asset intended to be transferred or assigned directly or indirectly hereunder is not consummated prior to or at the Closing, whether as a result of the provisions of this Section 2.1(e2.1(h) or for any other reason, then Time Warner Cable (the Group Member responsible for transferring or its Affiliate) assigning such Transferred Asset shall thereafter, directly or indirectly, hold such Transferred Delayed Transfer Asset for the use and benefit, insofar as reasonably possible and not prohibited under the terms of any applicable Contract, of Holdco the applicable Newco (at the expense of Holdcosuch Newco). In addition, Time Warner Cable the Group Member responsible for directly or indirectly transferring or assigning such Transferred Asset shall take or cause to be taken such other actions as may be reasonably requested by Holdco the applicable Newco in order to place Holdcosuch Newco, insofar as reasonably possible, in the same position as if such Transferred Delayed Transfer Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Transferred Assets Delayed Transfer Asset including possession, use, risk of loss, potential for gain, and dominion, control and command over such Transferred Delayed Transfer Asset, are to inure from and after the Closing to Holdcosuch Newco. To the extent permitted by Legal Requirements and to the extent otherwise permissible in light of any required Authorization, Holdco the applicable Newco shall be entitled to, and shall be responsible for, the management of any Transferred Delayed Transfer Assets not yet transferred to it as a result of this Section 2.1(e2.1(h) and the parties agree to use reasonable commercial efforts to cooperate and coordinate with respect thereto. For the avoidance of doubt, Time Warner Cable will cause TWE and each other Transferring Person to comply with the provisions hereof as if TWE or such other Transferring Person were a party hereto to the extent any Transferred Asset was intended to be, but was not, transferred in the TWE Redemption or the Holdco Transaction, as applicable. (iii) If and when the Authorizations, the absence of which caused the deferral of transfer of any Transferred Delayed Transfer Asset pursuant to this Section 2.1(e2.1(h), are obtained, the transfer of the applicable Transferred Delayed Transfer Asset to Holdco the applicable Newco shall automatically and without further action be effected in accordance with the terms of this Agreement and the applicable Transaction Documents. (iv) Neither Time Warner Cable nor No party or any Affiliate thereof shall be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced by Holdcothe applicable Newco or its Affiliates, other than reasonable out-of-pocket expenses, attorneys' fees and recording or similar fees, all of which shall be promptly reimbursed by Holdco such Newco except as otherwise specifically provided in this Agreement, including for this purpose Section 3.4. (v) Prior to the Holdco TransactionClosing, Time Warner Cable each party shall deliver to Holdco the other party a list identifying, in reasonable detail and to Time Warner Cable's their respective knowledge, the Delayed Transfer Assets and the Authorizations required therefor. (vi) The parties hereto further agree (A) that any Delayed Transferred Transfer Assets referred to in this Section 2.1(e2.1(h) shall be treated for all Income Tax purposes as assets of Holdco the applicable Newco (or any successor thereof) and (B) not to report or take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by a change in applicable Tax law or a good faith resolution of a contest, provided ). (vii) The parties agree that if such a resolution would result the treatment of any Delayed Transfer Asset (as defined in Time Warner Cable taking a position that is inconsistent with any reporting position required to the TWC/Adelphia Purchase Agreement) shall be taken under governed by the Tax Matters Agreement the provisions terms of the Tax Matters TWC/Adelphia Purchase Agreement to the extent inconsistent herewith. (viii) Each Transferee shall applycause its applicable Newco to perform its obligations under this Section 2.1(h).