Common use of Stand Alone Clause in Contracts

Stand Alone. The Companies shall use reasonable commercial efforts to take the actions set forth on Schedule 7.22 to enable the Companies to operate as stand-alone entities (without requiring any products or services from Adelphia or Century) as of the Closing Date or as soon as practicable after the Closing Date (a “Stand-Alone”). The Companies shall consult with the Buyer, and the Companies and the Buyer shall cooperate, to effect the Stand-Alone on a timely, cost-efficient basis. Any individual expenditure by the Companies to effect the Stand-Alone in excess of $50,000 or aggregate expenses to effect the Stand-Alone in excess of $1,500,000 shall require the approval of the Buyer, such approval not to be unreasonably withheld, and if the Buyer fails to approve any such expenditure, the Companies shall not be required to make such expenditure or provide the Stand-Alone capability of that expenditure. Any one-time expenses incurred by the Companies to effect the Stand-Alone that require the approval of the Buyer, but for which approval was not obtained, shall, if otherwise deducted in calculating Operating Cash Flow, be added back to Operating Cash Flow but shall not be added back in calculating Closing Date Working Capital. Any on-going expenses incurred by the Companies in operating as a Stand-Alone that require the approval of the Buyer, but for which approval was not obtained, shall not be added back in calculating Operating Cash Flow.