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 and the filing by Buyer with the SEC of any reports required to be filed in connection with the consummation of the transactions contemplated hereby, the execution, delivery and performance by Buyer of this Agreement and the other Transaction Documents to which Buyer is a party (with or without the giving of notice, the lapse of time, or both): (a) do not require any Consent, declaration to, or filing with any Governmental Authority or any other Person; (b) will not conflict with any provision of the Charter Documents of Buyer, as currently in effect; (c) will not conflict with, result in a breach of, or constitute a default under any Legal Requirement to which Buyer is bound; and (d) 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 Buyer is a party or bound. Notwithstanding the foregoing, Buyer does not make any representation or warranty regarding any of the foregoing that may result from the specific legal or regulatory status of any Seller or any FrontierVision Company or as a result of any other facts that specifically relate to the business or activities in which any Seller or any FrontierVision Company is or proposes to be engaged other than the cable television business.

Absence of Conflicting Agreements; Consents. Except Assuming receipt of all Consents under the Franchises, Licenses and Contracts at or prior to the Closing and except for the expiration or termination of any applicable waiting period under the HSR Act and the filing by Buyer with the SEC of any reports required to be filed in connection with the consummation of the transactions contemplated hereby, the execution, delivery and performance by Buyer of this Agreement and the other Transaction Documents to which Buyer is a party (with or without the giving of notice, the lapse of time, or both): (a) do not require any ConsentConsent of, declaration notice to, or filing with any Governmental Authority or any other PersonPerson that will not have been obtained by Closing; (b) will not conflict with any provision of the Charter Organizational Documents of Buyer, as currently in effect; (c) 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 Buyer is bound; and (d) 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 Buyer is a party or boundparty. Notwithstanding the foregoing, Buyer does not make any representation or warranty regarding any of the foregoing that may result from the specific legal or regulatory status of any Seller or any FrontierVision Company the Companies or as a result of any other facts that specifically relate to the business or activities in which any Seller or any FrontierVision Company the Companies 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 Act, or as set forth in Schedule 4.3 or as would not impair the ability of such Seller to perform its obligations under this Agreement and the filing by Buyer with the SEC of any reports required Transaction Documents to be filed in connection with the consummation of the transactions contemplated herebywhich it is a party, the execution, delivery and performance by Buyer Seller of this Agreement and the other Transaction Documents to which Buyer it is a party (with or without the giving of notice, the lapse of time, or both): (a) do not require any Consentconsent of, declaration to, notice to, or filing with any Governmental Authority or any other PersonPerson under any material agreement or instrument to which such Seller is bound; (b) will not conflict with any provision of the Charter Organizational Documents of Buyer, such Seller as currently in effect; (c) 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 Buyer such Seller is bound; and (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 Buyer such Seller is a party or bound; and (e) assuming receipt of all Consents, will not result in the creation of any Encumbrance, but subject to the Legal Restrictions, upon the Purchased Interests held by such Seller. Notwithstanding the foregoing, Buyer does not make no Seller makes any representation or warranty regarding any of the foregoing that may result from the specific legal or regulatory status of any Seller Buyer or any FrontierVision Company its Affiliates or as a result of any other facts that specifically relate to the business or activities in which any Seller of Buyer or any FrontierVision Company 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 Act, or as set forth in Schedule 4.3 or as would not impair the ability of Holdings to perform its obligations under this Agreement and the filing by Buyer with the SEC of any reports required Transaction Documents to be filed in connection with the consummation of the transactions contemplated herebywhich it is a party, the execution, delivery and performance by Buyer Holdings of this Agreement and the other Transaction Documents to which Buyer it is a party (with or without the giving of notice, the lapse of time, or both): (a) do not require any Consentthe consent of, declaration to, notice to, or filing with any Governmental Authority or any other PersonPerson under any material agreement or instrument to which Holdings is bound; (b) will not conflict with any provision of the Charter Organizational Documents of Buyer, Holdings as currently in effect; (c) 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 Buyer Holdings is bound; and (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 Buyer Holdings is a party or bound; and (e) assuming receipt of all Consents, will not result in the creation of any Encumbrance, but subject to the Legal Restrictions, upon the Purchased Interests held by Holdings. Notwithstanding the foregoing, Buyer does not make any Holdings makes no representation or warranty regarding any of the foregoing that may result from the specific legal or regulatory status of any Seller Buyer, Charter or any FrontierVision Company their Affiliates or as a result of any other facts that specifically relate to the business or activities in which any Seller of Buyer, Charter or any FrontierVision Company their Affiliates is or proposes to be engaged other than the cable television business.