Common use of Absence of Conflicting Agreements; Consents Clause in Contracts

Absence of Conflicting Agreements; Consents. Except for the expiration or termination of any applicable waiting period under the HSR Act, the filing by FVP, any other FrontierVision Company and/or the Sellers with the SEC of any reports required to be filed in connection with the consummation of the transactions contemplated hereby, or as set forth in Section 4.2 of FrontierVision's Disclosure Schedule, the execution, delivery and performance by such Seller of this Agreement and the other Transaction Documents to which such Seller is a party (with or without the giving of notice, the lapse of time, or both): (A) do not require the Consent of, notice to, or filing with any Governmental Authority or any other Person that has not been obtained; (B) will not conflict with any provision of the Charter Documents of such Seller (and, in the case of the SPC Sellers, the Charter Documents of the SPC owned by such Seller) as currently in effect; (C) assuming receipt of all Consents, will not conflict with, result in a breach of, or constitute a default under any Legal Requirement to which such Seller (and, in the case of the SPC Sellers, to which the SPC owned by such Seller) is bound; (D) assuming receipt of all Consents, will not conflict with, constitute grounds for termination of, result in a breach of, constitute a default under, or accelerate or permit the acceleration of any performance required by the terms of any material agreement or instrument to which such Seller (and, in the case of the SPC Sellers, to which the SPC owned by such Seller) is bound; and (E) will not result in the creation of any Encumbrance upon the Purchased Interests held by such Seller (and, in the case of the SPC Sellers, upon the limited partnership interest in FVP held by the SPC owned by such Seller). Notwithstanding the foregoing, no Seller makes any representation or warranty regarding any of the foregoing that may result from the specific legal or regulatory status of Buyer or as a result of any other facts that specifically relate to the business or activities in which Buyer is or proposes to be engaged other than the cable television business.

Absence of Conflicting Agreements; Consents. Except for the expiration or termination of any applicable waiting period under the HSR Act, the filing by FVP, any other FrontierVision Company and/or the Sellers with the SEC of any reports required to be filed in connection with the consummation of the transactions contemplated hereby, or as set forth in Section 4.2 Schedule 3.4 or Schedule 3.8 or as would not impair the ability of FrontierVision's Disclosure ScheduleFalcon to perform its obligations under the Transaction Documents to which it is a party, the execution, delivery and performance by such Seller Falcon and Sellers of this Agreement and the other Transaction Documents to which such Seller is they are a party (with or without the giving of notice, the lapse of time, or both): (Aa) do not require the any Consent of, declaration to , notice to, or filing with any Governmental Authority or any other Person that has not been obtainedunder any Franchise, FCC License or Material Contract; (Bb) will not conflict with any provision of the Charter Organizational Documents of such Seller (andany Falcon Company, in the case of the SPC Sellers, the Charter Documents of the SPC owned by such Seller) each as currently in effect; (Cc) assuming receipt of all ConsentsConsents listed in Schedule 3.4 or Schedule 3.8, will not conflict with, in any material way, result in a material breach of, or constitute a material default under any Legal Requirement to which such Seller (and, in the case of the SPC Sellers, to which the SPC owned by such Seller) any Falcon Company is bound; (Dd) assuming receipt of all ConsentsConsents listed in Schedule 3.4 or Schedule 3.8, will not conflict with, constitute grounds for termination of, result in a breach of, constitute a default under, or accelerate or permit the acceleration of any performance required by the terms of any material agreement Franchise, FCC License, or instrument to which such Seller (and, in the case of the SPC Sellers, to which the SPC owned by such Seller) is boundMaterial Contract; and (Ee) assuming receipt of all Consents, will not result in the creation of any Encumbrance upon the Assets or the Purchased Interests held by such Seller (and, in the case of the SPC Sellers, upon the limited partnership interest in FVP held by the SPC owned by such Seller)Interests. Notwithstanding the foregoing, Falcon makes no Seller makes any representation or warranty regarding any of the foregoing that may result from the specific legal or regulatory status of Buyer or its Affiliates or as a result of any other facts that specifically relate to the business or activities in which Buyer or its Affiliates is or proposes to be engaged other than the cable television business.

Absence of Conflicting Agreements; Consents. Except for the expiration or termination of any applicable waiting period under the HSR Act, the filing by FVP, any other FrontierVision Company and/or the Sellers with the SEC of any reports required to be filed in connection with the consummation of the transactions contemplated hereby, Act or as set forth in Section 4.2 on Schedule 3.4 or Schedule 3.8 or as would not impair the ability of FrontierVision's Disclosure ScheduleSeller to perform its obligations under the Transaction Documents, the execution, delivery and performance by such Seller of this Agreement and by Seller of the other Transaction Documents to which such Seller it is a party (with or without the giving of notice, the lapse of time, or both): (Aa) do not require the Consent of, notice to, or filing with any Governmental Authority or any other Person that has not been obtainedunder any of the Companies' Franchises, FCC Licenses or Material Contracts or under any material agreement or instrument to which Seller is a party or is bound; (Bb) will not conflict with any provision of Seller's or the Charter Companies' Organizational Documents of such Seller (and, in the case of the SPC Sellers, the Charter Documents of the SPC owned by such Seller) as currently in effect; (Cc) assuming receipt of all ConsentsConsents listed in Schedule 3.4 or Schedule 3.8, will not conflict with, in any material way, result in a material breach of, or constitute a material default under any Legal Requirement to which such any of Seller (and, in or the case of the SPC Sellers, to which the SPC owned by such Seller) Companies is bound; (Dd) assuming receipt of all ConsentsConsents listed in Schedule 3.4 or Schedule 3.8, will not conflict with, constitute grounds for termination of, result in a breach of, constitute a default under, or accelerate or permit the acceleration of any performance required by the terms of any of the Companies' Franchises, FCC Licenses, or Material Contracts or under any material agreement or instrument to which such Seller (and, in the case of the SPC Sellers, to which the SPC owned by such Seller) is a party or is bound; and (Ee) assuming receipt of all Consents, will not result in the creation of any Encumbrance upon Encumbrance, other than the Purchased Interests held by such Seller (andLegal Restrictions, in the case of the SPC Sellersbut subject to Permitted Encumbrances, upon the limited partnership interest in FVP held by Assets or the SPC owned by such Seller)Purchased Shares. Notwithstanding the foregoing, no Seller makes any no representation or warranty regarding any of the foregoing that may result from the specific legal or regulatory status of any of Buyer or any of its Affiliates or as a result of any other facts that specifically relate to the business or activities in which any of Buyer or any of its Affiliates is or proposes to be engaged engaged, other than the cable television business.

Absence of Conflicting Agreements; Consents. Except for the expiration or termination of any applicable waiting period under the HSR Act, the filing by FVP, any other FrontierVision Company and/or the Sellers with the SEC of any reports required to be filed in connection with the consummation of the transactions contemplated hereby, or as set forth in Section 4.2 Schedule 4.3 or as would not impair the ability of FrontierVision's Disclosure Schedulesuch Seller to perform its obligations under this Agreement and the Transaction Documents to which it is a party, the execution, delivery and performance by such Seller of this Agreement and the other Transaction Documents to which such Seller it is a party (with or without the giving of notice, the lapse of time, or both): (Aa) do not require the Consent any consent of, declaration to, notice to, or filing with any Governmental Authority or any other Person that has not been obtainedunder any material agreement or instrument to which such Seller is bound; (Bb) will not conflict with any provision of the Charter Organizational Documents of such Seller (and, in the case of the SPC Sellers, the Charter Documents of the SPC owned by such Seller) as currently in effect; (Cc) assuming receipt of all Consents, will not conflict in any material way with, result in a any material breach of, or constitute a default in any material respect under any Legal Requirement to which such Seller (and, in the case of the SPC Sellers, to which the SPC owned by such Seller) is bound; (Dd) assuming receipt of all Consents, will not conflict with, constitute grounds for termination of, result in a breach of, constitute a default under, or accelerate or permit the acceleration of any performance required by the terms of any material agreement or instrument to which such Seller (and, in the case of the SPC Sellers, to which the SPC owned by such Seller) is bound; and (Ee) assuming receipt of all Consents, will not result in the creation of any Encumbrance Encumbrance, but subject to the Legal Restrictions, upon the Purchased Interests held by such Seller (and, in the case of the SPC Sellers, upon the limited partnership interest in FVP held by the SPC owned by such Seller). Notwithstanding the foregoing, no Seller makes any representation or warranty regarding any of the foregoing that may result from the specific legal or regulatory status of Buyer or its Affiliates or as a result of any other facts that specifically relate to the business or activities in which any of Buyer or its Affiliates is or proposes to be engaged other than the cable television business.

Absence of Conflicting Agreements; Consents. Except for The execution and delivery of this Agreement, and the expiration performance of the transactions contemplated herein by Meredith, will not require any consent, approval, authorization or termination of xxxxx xction by, or filing with or notification to, any applicable waiting period Person or governmental authority, except as follows: (a) filings required under the HSR Act, (b) consents to the filing assignment of the WFSB FCC Licenses to Meredith pursuant hereto and the WCPX FCC Licenses to Meredith purxxxxx xx the First Media Agreement and to Post-Newsweex xxxxxxnt hereto by FVPthe FCC, any (c) filings with respect to real estate, sales and other FrontierVision Company and/or transfer taxes, and (d) certain of the Sellers WCPX Assumed Contracts may be assigned only with the SEC consent of any reports required third parties, as specified in Schedule 3.3 to be filed in connection with the consummation of First Media Agreement. Subject to obtaining the transactions contemplated hereby, or as set forth in Section 4.2 of FrontierVision's Disclosure ScheduleWCPX Consents, the execution, delivery and performance by such Seller Meredith of this Agreement and the other Transaction Documents to which such Seller is a party documents contemplated hereby (with or xxxx xx without the giving of notice, the lapse of time, or both): (Aa) do not require the Consent of, notice to, or filing with consent of any Governmental Authority or any other Person that has not been obtainedthird party; (Bb) will do not conflict with any provision of the Charter Documents Certificate of such Seller (and, in the case Incorporation or Bylaws of the SPC Sellers, the Charter Documents of the SPC owned by such Seller) as currently in effectMeredith; (Cc) assuming receipt of all Consents, will do not conflict in any material respect with, result in a xx x xxterial breach of, or constitute a default under any Legal Requirement to which such Seller (and, in the case of the SPC Sellers, to which the SPC owned by such Seller) is bound; (D) assuming receipt of all Consents, will not conflict with, constitute grounds for termination of, result in a breach of, constitute a material default under, any applicable law, judgment, order, ordinance, injunction, decree, rule, regulation, or accelerate or permit the acceleration ruling of any performance required by court or governmental authority applicable to Meredith, or result in the terms breach of any material agreement contract or instrument to agrexxxxx xx which such Seller (and, in the case of the SPC Sellers, to Meredith is a party or by which the SPC owned by such Seller) is Meredith may be bound; and (Ed) will not result in the creation of wilx xxx xxeate any Encumbrance claim, liabilitx, xxxxxxxx, lien, pledge, condition, charge or encumbrance upon the Purchased Interests held by such Seller (and, in the case of the SPC Sellers, upon the limited partnership interest in FVP held by the SPC owned by such Seller). Notwithstanding the foregoing, no Seller makes any representation or warranty regarding any of the foregoing that may result from the specific legal or regulatory status of Buyer or as a result of any other facts that specifically relate to the business or activities in which Buyer is or proposes to be engaged WCPX Assets, other than the cable television businessPermitted Liens.

Absence of Conflicting Agreements; Consents. Except for the expiration or termination of any applicable waiting period under the HSR Act, the filing by FVP, any other FrontierVision Company and/or the Sellers with the SEC of any reports required to be filed in connection with the consummation of the transactions contemplated hereby, or as set forth in Section 4.2 Schedule 3.3, subject to the receipt of FrontierVision's Disclosure Schedulethe FCC Consent, neither the execution, delivery and performance by such LIN Television, Operating Seller and License Seller of this Agreement or the Local Marketing Agreement nor the consummation by LIN Television, Operating Seller and License Seller of the other Transaction Documents to which such Seller is a party (transactions contemplated hereby or thereby does or will, with or without the giving of notice, the lapse of time, or both): : (Aa) do not require the Consent consent, waiver, approval, permit, license, clearance or authorization of, notice to, or any declaration or filing with with, any Governmental Authority or any other Person that has not been obtainedthird party; (Bb) will not conflict with any provision of the Charter Documents of such Seller (and, in the case of the SPC Sellers, the Charter Documents of the SPC owned by such Seller) as currently in effect; (C) assuming receipt of all Consents, will not conflict with, result in a breach of, or constitute a default under under, the organizational documents of LIN Television, License Seller or Operating Seller, or any Legal Requirement Applicable Law applicable to LIN Television, License Seller or Operating Seller, or any material Contract to which such LIN Television, License Seller (and, in or Operating Seller is bound and which relates to the case ownership of the SPC Sellers, to which Assets or the SPC owned by such Seller) is boundoperation of the Stations; (Dc) assuming receipt of all Consents, will not conflict with, constitute grounds for termination of, result in a breach of, constitute a default under, or accelerate or permit the acceleration of any performance required by the terms of any material agreement or instrument to which such Seller (and, in the case of the SPC Sellers, to which the SPC owned by such Seller) is bound; and (E) will not result in the creation of any Encumbrance upon the Purchased Interests held by such Seller (and, in the case of the SPC Sellers, upon the limited partnership interest in FVP held by the SPC owned by such Seller). Notwithstanding the foregoing, no Seller makes any representation or warranty regarding Lien on any of the foregoing that may result from Assets; (d) terminate, amend or modify, or give any Person the specific legal right to terminate, amend, modify, abandon or regulatory status of Buyer refuse to perform, any material Contract to which LIN Television, Operating Seller or as License Seller is a result of any other facts that specifically relate party and which relates to the business ownership of the Assets or activities in the operation of the Stations; or (e) accelerate or modify, or give any Person the right to accelerate or modify, the time within which Buyer is or proposes the terms under which any duties or obligations, or any rights or benefits are to be engaged other than conferred, under any material Contract to which LIN Television, Operating Seller or License Seller is a party and which relates to the cable television businessownership of the Assets or the operation of the Stations. None of LIN Television, Operating Seller or License Seller is a party to, or is bound by, any agreement or commitment that prohibits the execution and delivery by LIN Television, Operating Seller or License Seller of this Agreement or the consummation of the transactions by LIN Television, Operating Seller or License Seller contemplated hereby.

Absence of Conflicting Agreements; Consents. Except for the expiration or termination of any applicable waiting period under the HSR Act, the filing by FVP, any other FrontierVision Company and/or the Sellers with the SEC of any reports required to be filed in connection with the consummation of the transactions contemplated hereby, or as set forth in Section 4.2 of FrontierVision's Disclosure ScheduleSCHEDULE 4.2, the execution, delivery and performance by such Seller of this Agreement and the other Transaction Documents to which such Seller is a party party: (with or without the giving of notice, the lapse of time, or both): (Aa) do not require the Consent any consent of, declaration to, notice to, or filing with any Governmental Authority or any other Person that has not been obtained; (Bb) will not conflict with any provision of the Charter Organizational Documents of such Seller (and, in the case of the SPC Sellers, the Charter Documents of the SPC owned by such Seller) as currently in effect; (Cc) assuming receipt of all Consentsthe Consents set forth on SCHEDULE 3.4 or SCHEDULE 4.2, will not conflict with, result in a breach of, or constitute a default under any Legal Requirement to which such Seller (and, in the case of the SPC Sellers, to which the SPC owned by such Seller) is bound; (Dd) assuming receipt of all Consentsthe Consents set forth on SCHEDULE 3.4 or SCHEDULE 4.2, will not conflict with, constitute grounds for termination of, result in a material breach of, constitute a material default under, or accelerate or permit the acceleration of any performance required by the terms of any material agreement or instrument to which such Seller (and, in the case of the SPC Sellers, to which the SPC owned by such Seller) is bound; and (Ee) assuming receipt of the Consents set forth on SCHEDULE 3.4 or SCHEDULE 4.2, will not result in the creation of any Encumbrance upon the Purchased Interests held by such Seller (and, in the case of the SPC Sellers, upon the limited partnership interest in FVP held by the SPC owned by such Seller). Notwithstanding the foregoing, no Seller makes any representation or warranty regarding any of the foregoing that may result from the specific legal or regulatory status of Buyer any Charter Party or as a result of any other facts that specifically relate to the business or activities in which Buyer any Charter Party is or proposes to be engaged other than the cable television business.

Absence of Conflicting Agreements; Consents. Except for the expiration or termination of any applicable waiting period under the HSR Act, the filing by FVP, any other FrontierVision Company and/or the Sellers with the SEC of any reports required to be filed in connection with the consummation of the transactions contemplated hereby, or as set forth in Section 4.2 of FrontierVision's Disclosure ScheduleSchedule 4.2, the execution, delivery and performance by such Seller of this Agreement and the other Transaction Documents to which such Seller is a party party: (with or without the giving of notice, the lapse of time, or both): (Aa) do not require the Consent any consent of, declaration to, notice to, or filing with any Governmental Authority or any other Person that has not been obtained; (Bb) will not conflict with any provision of the Charter Organizational Documents of such Seller (and, in the case of the SPC Sellers, the Charter Documents of the SPC owned by such Seller) as currently in effect; (Cc) assuming receipt of all Consentsthe Consents set forth on Schedule 3.4 or Schedule 4.2, will not conflict with, result in a breach of, or constitute a default under any Legal Requirement to which such Seller (and, in the case of the SPC Sellers, to which the SPC owned by such Seller) is bound; (Dd) assuming receipt of all Consentsthe Consents set forth on Schedule 3.4 or Schedule 4.2, will not conflict with, constitute grounds for termination of, result in a material breach of, constitute a material default under, or accelerate or permit the acceleration of any performance required by the terms of any material agreement or instrument to which such Seller (and, in the case of the SPC Sellers, to which the SPC owned by such Seller) is bound; and (Ee) assuming receipt of the Consents set forth on Schedule 3.4 or Schedule 4.2, will not result in the creation of any Encumbrance upon the Purchased Interests held by such Seller (and, in the case of the SPC Sellers, upon the limited partnership interest in FVP held by the SPC owned by such Seller). Notwithstanding the foregoing, no Seller makes any representation or warranty regarding any of the foregoing that may result from the specific legal or regulatory status of Buyer any Charter Party or as a result of any other facts that specifically relate to the business or activities in which Buyer any Charter Party is or proposes to be engaged other than the cable television business.

Absence of Conflicting Agreements; Consents. Except for Subject to obtaining the expiration or termination of any applicable waiting period under the HSR ActConsents listed on Schedule 3.3, the filing by FVP, any other FrontierVision Company and/or the Sellers with the SEC of any reports FCC Consent and filings required to be filed in connection with the consummation of the transactions contemplated hereby, or as set forth in Section 4.2 of FrontierVision's Disclosure Scheduleunder HSR, the execution, delivery and performance by such Seller each of Sinclair and Licensee of this Agreement Xxxxxxxnt and the other Transaction Documents to which such Seller is a party documents contemplated hereby (with or without the giving of notice, the lapse of time, or both): (Aa) do not require the Consent of, notice to, or filing with consent of any Governmental Authority or any other Person that has not been obtainedthird party; (Bb) will not conflict with any provision of the Charter Documents Articles of such Seller (and, in the case Incorporation or Bylaws of the SPC Sellers, the Charter Documents either of the SPC owned by such Seller) as currently in effectSinclair or Licensee; (Cc) assuming receipt of all Consents, will not conflict wilx xxx xxnflict with, result in a breach of, or constitute a default under any Legal Requirement law, judgment, order, ordinance, injunction, decree, rule, regulation, or ruling of any court or governmental instrumentality specifically applicable to which such Seller (and, in the case either of the SPC Sellers, to which the SPC owned by such Seller) is boundSinclair or Licensee; (Dd) assuming receipt of all Consents, will not conflict wilx xxx xxnflict with, constitute grounds for termination of, result in a breach of, constitute a default under, or accelerate or permit the acceleration of any performance required by the terms of of, any material agreement agreement, instrument, license, or instrument permit to which such Seller (and, in the case of the SPC Sellers, to either Sinclair or Licensee is a parxx xx xx which the SPC owned by such Seller) is boundeither Sinclair or Licensee may be bxxxx xxxally; and (Ee) will not result in the creation create any claim, liability, mortgage, lien, pledge, condition, charge, or encumbrance of any Encumbrance nature whatsoever upon the Purchased Interests held by such Seller (and, in the case of the SPC Sellers, upon the limited partnership interest in FVP held by the SPC owned by such Seller). Notwithstanding the foregoing, no Seller makes any representation or warranty regarding any of the foregoing that may result from Assets other than Permitted Liens. Except for the specific legal FCC Consent provided for in Section 3.4, filings required under HSR and the other Consents described in Schedule 3.3, no consent, approval, permit, or authorization of, or declaration to, or filing with any governmental or regulatory status of Buyer authority or as a result of any other facts that specifically relate third party is required (a) to consummate this Agreement and the business transactions contemplated hereby, or activities in which Buyer is or proposes (b) to be engaged other than permit Seller to transfer and convey the cable television businessAssets to Buyer.

Absence of Conflicting Agreements; Consents. Except for the expiration or termination of any applicable waiting period under the HSR Act, the filing by FVP, any other FrontierVision Company and/or the Sellers with the SEC of any reports required to be filed in connection with the consummation of the transactions contemplated hereby, or as set forth in Section 4.2 Schedule 3.4 or Schedule 3.8 or as would not impair the ability of FrontierVision's Disclosure ScheduleGroup to perform its obligations under the Transaction Documents, the execution, delivery and performance by such Seller Holdings and Group of this Agreement and the other Transaction Documents to which such Seller is they are a party (with or without the giving of notice, the lapse of time, or both): (Aa) do not require the Consent of, notice to, or filing with any Governmental Authority or any other Person that has not been obtainedunder any Franchise, FCC License or Material Contract; (Bb) will not conflict with any provision of the Charter Organizational Documents of such Seller (andany Renaissance Company, in the case of the SPC Sellers, the Charter Documents of the SPC owned by such Seller) each as currently in effect; (Cc) assuming receipt of all ConsentsConsents listed in Schedule 3.4 or Schedule 3.8, will not conflict with, in any material way, result in a material breach of, or constitute a material default under any Legal Requirement to which such Seller (and, in the case of the SPC Sellers, to which the SPC owned by such Seller) any Renaissance Company is bound; (Dd) assuming receipt of all ConsentsConsents listed in Schedule 3.4 or Schedule 3.8, will not conflict with, constitute grounds for termination of, result in a breach of, constitute a default under, or accelerate or permit the acceleration of any performance required by the terms of any material agreement Franchise, FCC License, or instrument to which such Seller (and, in the case of the SPC Sellers, to which the SPC owned by such Seller) is boundMaterial Contract; and (Ee) assuming receipt of all Consents, will not result in the creation of any Encumbrance upon the Purchased Interests held by such Seller (and, in the case of the SPC Sellers, upon the limited partnership interest in FVP held by the SPC owned by such Seller)Assets. Notwithstanding the foregoing, Group makes no Seller makes any representation or warranty regarding any of the foregoing that may result from the specific legal or regulatory status of Buyer any of the Charter Parties or as a result of any other facts that specifically relate to the business or activities in which Buyer any of the Charter Parties is or proposes to be engaged other than the cable television business.

Absence of Conflicting Agreements; Consents. Except for The execution and delivery of this Agreement, and the expiration performance of the transactions contemplated herein by Post-Newsweek, will not require any consent, approval, authorization or termination of other action by, or filing with or notification to, any applicable waiting period Person or governmental authority, except as follows: (a) filings required under the HSR Act, (b) consents to the filing assignment of the WFSB FCC Licenses to Meredith and the WCPX FCC Licenses to Post-Newsweek by FVPthe FCC, any (c) xxxxxxs with respect to real estate, sales and other FrontierVision Company and/or transfer taxes, and (d) certain of the Sellers WFSB Assumed Contracts may be assigned only with the SEC consent of any reports required third parties, as specified in Schedule 7.3. Subject to be filed in connection with obtaining the consummation of the transactions contemplated hereby, or as set forth in Section 4.2 of FrontierVision's Disclosure ScheduleWFSB Consents, the execution, delivery and performance by such Seller Post-Newsweek of this Agreement and the other Transaction Documents to which such Seller is a party documents contemplated hereby (with or without the giving of notice, the lapse of time, or both): (Aa) do not require the Consent of, notice to, or filing with consent of any Governmental Authority or any other Person that has not been obtainedthird party; (Bb) will do not conflict with any provision of the Charter Documents Certificate of such Seller (and, in the case Incorporation or Bylaws of the SPC Sellers, the Charter Documents of the SPC owned by such Seller) as currently in effectPost-Newsweek; (Cc) assuming receipt of all Consents, will do not conflict in any material respect with, result in a material breach of, or constitute a default under any Legal Requirement to which such Seller (and, in the case of the SPC Sellers, to which the SPC owned by such Seller) is bound; (D) assuming receipt of all Consents, will not conflict with, constitute grounds for termination of, result in a breach of, constitute a material default under, any applicable law, judgment, order, ordinance, injunction, decree, rule, regulation, or accelerate or permit the acceleration ruling of any performance required by court or governmental authority applicable to Post-Newsweek, or result in the terms breach of any material contract or agreement or instrument to which such Seller (and, in the case of the SPC Sellers, to Post-Newsweek is a party or by which the SPC owned by such Seller) is Post-Newsweek may be bound; and (Ed) other than Permitted Liens, will not result in the creation of create any Encumbrance claim, liability, mortgage, lien, pledge, condition, charge or encumbrance upon the Purchased Interests held by such Seller (and, in the case of the SPC Sellers, upon the limited partnership interest in FVP held by the SPC owned by such Seller). Notwithstanding the foregoing, no Seller makes any representation or warranty regarding any of the foregoing that may result from the specific legal or regulatory status of Buyer or as a result of any other facts that specifically relate to the business or activities in which Buyer is or proposes to be engaged other than the cable television businessWFSB Assets.

Absence of Conflicting Agreements; Consents. Except for the expiration or termination of any applicable waiting period under the HSR Act, the filing by FVP, any other FrontierVision Company and/or the Sellers with the SEC of any reports required to be filed in connection with the consummation of the transactions contemplated hereby, or as set forth in Section 4.2 of FrontierVision's Disclosure ScheduleSCHEDULE 3.4 or SCHEDULE 3.8, the execution, delivery and performance by such Seller Helicon of this Agreement and the other Transaction Documents to which such Seller Helicon is a party party: (with or without the giving of notice, the lapse of time, or both): (Aa) do not require the Consent consent of, notice or declaration to, or filing with any Governmental Authority or any other Person that has not been obtainedunder any Franchise, License (including any FCC License), or Material Contract; (Bb) will not conflict with any provision of the Charter Organizational Documents of such Seller (andHelicon or any other Helicon Company, in the case of the SPC Sellers, the Charter Documents of the SPC owned by such Seller) each as currently in effect; (Cc) assuming receipt of all ConsentsConsents set forth on SCHEDULE 3.4, will not conflict with, result in a breach of, or constitute a default under any Legal Requirement to which such Seller (and, in the case of the SPC Sellers, to which the SPC owned by such Seller) Helicon or any other Helicon Company is bound; (Dd) assuming receipt of all ConsentsConsents set forth on SCHEDULE 3.4, will not conflict with, constitute grounds for termination of, result in a material breach of, constitute a material default under, or accelerate or permit the acceleration of any performance required by the terms of any material agreement Franchise, License (including any FCC License), or instrument to which such Seller (and, in the case of the SPC Sellers, to which the SPC owned by such Seller) is boundMaterial Contract; and (Ee) assuming receipt of the Consents set forth on SCHEDULE 3.4, will not result in the creation of any Encumbrance upon the Assets or the Purchased Interests held by such Seller (and, in the case of the SPC Sellers, upon the limited partnership interest in FVP held by the SPC owned by such Seller)Interests. Notwithstanding the foregoing, Helicon makes no Seller makes any representation or warranty regarding any of the foregoing that may result from the specific legal or regulatory status of Buyer any of the Charter Parties or as a result of any other facts that specifically relate to the business or activities in which Buyer any of the Charter Parties is or proposes to be engaged other than the cable television business.

Absence of Conflicting Agreements; Consents. Except for (a) Subject to obtaining the expiration or termination of any applicable waiting period under Consents listed on Schedule 3.5, the FCC Consent and to compliance with the HSR Act, the filing by FVP, any other FrontierVision Company and/or the Sellers with the SEC of any reports required to be filed in connection with the consummation of the transactions contemplated hereby, or as set forth in Section 4.2 of FrontierVision's Disclosure Scheduleif applicable, the execution, delivery and performance by such Seller Civic of this Agreement and the other Transaction Documents to which such Seller is a party documents contemplated hereby (with or without the giving of notice, the lapse of time, or both): (Ai) do not require the Consent of, notice to, or filing with consent of any Governmental Authority or any other Person that has not been obtainedthird party; (Bii) will not conflict with any provision of the Charter Documents Articles or Certificate of such Seller (and, in the case Incorporation or Bylaws of the SPC Sellers, the Charter Documents of the SPC owned by such Seller) as currently in effectCompany; (Ciii) assuming receipt of all Consents, will not conflict with, result in a breach of, or constitute a default under any Legal Requirement or ruling of any court or Governmental Authority applicable to the Company, which such Seller conflict, breach or default could reasonably be expected to have a Material Adverse Effect; and (and, in the case of the SPC Sellers, to which the SPC owned by such Selleriv) is bound; (D) assuming receipt of all Consents, will not conflict with, constitute grounds for termination of, result in a breach of, constitute a default under, or accelerate or permit the acceleration of any performance required by the terms of any material agreement Contract, which conflict, breach or instrument default could reasonably be expected to have a Material Adverse Effect. Except for the FCC Consent provided for in Section 6.1, compliance with the HSR Act, and the other Consents described in Schedule 3.5, no consent, approval, permit, or authorization of, or declaration to, or filing with any Governmental Authority or any other third party is required by the Company (a) to consummate this Agreement and the transactions contemplated hereby, or (b) to permit Sellers to assign or transfer the Stock to Buyer, the failure of which to obtain could reasonably be expected to have a Material Adverse Effect. (b) Subject to obtaining the Consents listed on Schedule 3.5, the FCC Consent, to compliance with the HSR Act, if applicable, and the consent required for the Henrx Xxxate pursuant to Section 6.19 hereof, the execution, delivery and performance by each Seller of this Agreement and the documents contemplated hereby (with or without the giving of notice, the lapse of time, or both): (i) do not require the consent of any third party; (ii) will not conflict with the partnership or limited liability company agreement, the articles of incorporation and bylaws, (as appropriate) of such Seller if it is a Preferred Stockholder; (andiii) will not conflict with, result in a breach of, or constitute a default under any Legal Requirement or ruling of any court or Governmental Authority applicable to such Seller, which conflict, breach or default could reasonably be expected to have a Material Adverse Effect or an adverse effect upon the case of the SPC Sellers, conveyance to which the SPC owned Buyer by such Seller of all rights, title and interests in and to such Seller) is bound's Stock, free and clear of all Encumbrances; and (Eiv) will not conflict with, constitute grounds for termination of, result in the creation of any Encumbrance upon the Purchased Interests held by such Seller (anda breach of, in the case of the SPC Sellersconstitute a default under, upon the limited partnership interest in FVP held by the SPC owned by such Seller). Notwithstanding the foregoing, no Seller makes any representation or warranty regarding any of the foregoing that may result from the specific legal accelerate or regulatory status of Buyer or as a result of any other facts that specifically relate to the business or activities in which Buyer is or proposes to be engaged other than the cable television business.permit the

Absence of Conflicting Agreements; Consents. Except for the expiration or termination of any applicable waiting period under the HSR Act, the filing by FVP, any other FrontierVision Company and/or the Sellers with the SEC of any reports required to be filed in connection with the consummation of the transactions contemplated hereby, or as set forth in Section 4.2 of FrontierVision's Disclosure ScheduleSchedule 3.4 or Schedule 3.8, the execution, delivery and performance by such Seller Helicon of this Agreement and the other Transaction Documents to which such Seller Helicon is a party party: (with or without the giving of notice, the lapse of time, or both): (Aa) do not require the Consent consent of, notice or declaration to, or filing with any Governmental Authority or any other Person that has not been obtainedunder any Franchise, License (including any FCC License), or Material Contract; (Bb) will not conflict with any provision of the Charter Organizational Documents of such Seller (andHelicon or any other Helicon Company, in the case of the SPC Sellers, the Charter Documents of the SPC owned by such Seller) each as currently in effect; (Cc) assuming receipt of all ConsentsConsents set forth on Schedule 3.4, will not conflict with, result in a breach of, or constitute a default under any Legal Requirement to which such Seller (and, in the case of the SPC Sellers, to which the SPC owned by such Seller) Helicon or any other Helicon Company is bound; (Dd) assuming receipt of all ConsentsConsents set forth on Schedule 3.4, will not conflict with, constitute grounds for termination of, result in a material breach of, constitute a material default under, or accelerate or permit the acceleration of any performance required by the terms of any material agreement Franchise, License (including any FCC License), or instrument to which such Seller (and, in the case of the SPC Sellers, to which the SPC owned by such Seller) is boundMaterial Contract; and (Ee) assuming receipt of the Consents set forth on Schedule 3.4, will not result in the creation of any Encumbrance upon the Assets or the Purchased Interests held by such Seller (and, in the case of the SPC Sellers, upon the limited partnership interest in FVP held by the SPC owned by such Seller)Interests. Notwithstanding the foregoing, Helicon makes no Seller makes any representation or warranty regarding any of the foregoing that may result from the specific legal or regulatory status of Buyer any of the Charter Parties or as a result of any other facts that specifically relate to the business or activities in which Buyer any of the Charter Parties is or proposes to be engaged other than the cable television business.

Absence of Conflicting Agreements; Consents. Except for Subject to obtaining the expiration or termination of any applicable waiting period under the HSR ActConsents listed on Schedule 3.3, the filing by FVP, any other FrontierVision Company and/or the Sellers with the SEC of any reports FCC Consent and filings required to be filed in connection with the consummation of the transactions contemplated hereby, or as set forth in Section 4.2 of FrontierVision's Disclosure Scheduleunder HSR, the execution, delivery and performance by such Seller each of Xxxxxxxx and Licensee of this Agreement and the other Transaction Documents to which such Seller is a party documents contemplated hereby (with or without the giving of notice, the lapse of time, or both): (Aa) do not require the Consent of, notice to, or filing with consent of any Governmental Authority or any other Person that has not been obtainedthird party; (Bb) will not conflict with any provision of the Charter Documents Articles of such Seller (and, in the case Incorporation or Bylaws of the SPC Sellers, the Charter Documents either of the SPC owned by such Seller) as currently in effectXxxxxxxx or Licensee; (Cc) assuming receipt of all Consents, will not conflict with, result in a breach of, or constitute a default under any Legal Requirement law, judgment, order, ordinance, injunction, decree, rule, regulation, or ruling of any court or governmental instrumentality specifically applicable to which such Seller (and, in the case either of the SPC Sellers, to which the SPC owned by such Seller) is boundXxxxxxxx or Licensee; (Dd) assuming receipt of all Consents, will not conflict with, constitute grounds for termination of, result in a breach of, constitute a default under, or accelerate or permit the acceleration of any performance required by the terms of of, any material agreement agreement, instrument, license, or instrument permit to which such Seller (and, in the case of the SPC Sellers, to either Xxxxxxxx or Licensee is a party or by which the SPC owned by such Seller) is boundeither Xxxxxxxx or Licensee may be bound legally; and (Ee) will not result in the creation create any claim, liability, mortgage, lien, pledge, condition, charge, or encumbrance of any Encumbrance nature whatsoever upon the Purchased Interests held by such Seller (and, in the case of the SPC Sellers, upon the limited partnership interest in FVP held by the SPC owned by such Seller). Notwithstanding the foregoing, no Seller makes any representation or warranty regarding any of the foregoing that may result from Assets other than Permitted Liens. Except for the specific legal FCC Consent provided for in Section 3.4, filings required under HSR and the other Consents described in Schedule 3.3, no consent, approval, permit, or authorization of, or declaration to, or filing with any governmental or regulatory status of Buyer authority or as a result of any other facts that specifically relate third party is required (a) to consummate this Agreement and the business transactions contemplated hereby, or activities in which Buyer is or proposes (b) to be engaged other than permit Seller to transfer and convey the cable television businessAssets to Buyer.