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 Charter 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 each of Buyer and Charter of this Agreement and the other Transaction Documents to which Buyer or Charter (as the case may be) 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 that has not been obtained; (b) will not conflict with any provision of the Organizational Documents of Buyer or Charter (as the case may be), as currently in effect; (c) will not conflict with, result in a material breach of, or constitute a default in any material respect under any Legal Requirement to which Buyer or Charter (as the case may be) 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 or Charter (as the case may be) is a party or bound. Notwithstanding the foregoing, neither Buyer nor Charter makes any representation or warranty regarding any of the foregoing that may result from the specific legal or regulatory status of any Renaissance Company or as a result of any other facts that specifically relate to the business or activities in which Holdings or any Renaissance Company 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, and or as set forth in Schedule 3.4 or Schedule 3.8 or as would not impair the filing by Charter with ability of Group to perform its obligations under the SEC of any reports required to be filed in connection with the consummation of the transactions contemplated herebyTransaction Documents, the execution, delivery and performance by each of Buyer Holdings and Charter Group of this Agreement and the other Transaction Documents to which Buyer or Charter (as the case may be) is they are a party (with or without the giving of notice, the lapse of time, or both): (a) do not require any Consentthe Consent of, declaration notice to, or filing with any Governmental Authority or any other Person that has not been obtainedunder any Franchise, FCC License or Material Contract; (b) will not conflict with any provision of the Organizational Documents of Buyer or Charter (as the case may be)any Renaissance Company, each as currently in effect; (c) assuming receipt of all Consents 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 in any material respect under any Legal Requirement to which Buyer or Charter (as the case may be) any Renaissance Company is bound; and (d) assuming receipt of all Consents 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 Buyer or Charter Material Contract; and (as e) assuming receipt of all Consents, will not result in the case may be) is a party or boundcreation of any Encumbrance upon the Assets. Notwithstanding the foregoing, neither Buyer nor Charter Group makes any no representation or warranty regarding any of the foregoing that may result from the specific legal or regulatory status of any Renaissance Company of the Charter Parties or as a result of any other facts that specifically relate to the business or activities in which Holdings or any Renaissance Company of the Charter Parties 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, and or as set forth in Schedule 3.4 or Schedule 3.8 or as would not impair the filing by Charter with ability of Group to perform its obligations under the SEC of any reports required to be filed in connection with the consummation of the transactions contemplated herebyTransaction Documents, the execution, delivery and performance by each of Buyer Holdings and Charter Group of this Agreement and the other Transaction Documents to which Buyer or Charter (as the case may be) is they are a party (with or without the giving of notice, the lapse of time, or both): (a) do not require any Consentthe Consent of, declaration notice to, or filing with any Governmental Authority or any other Person that has not been obtainedunder any Franchise, FCC License or Material Contract; (b) will not conflict with any provision of the Organizational Documents of Buyer or Charter (as the case may be)any Renaissance Company, each as currently in effect; (c) assuming receipt of all Consents 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 in any material respect under any Legal Requirement to which Buyer or Charter (as the case may be) any Renaissance Company is bound; and (d) assuming receipt of all Consents 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 Buyer or Charter Material Contract; and (as e) assuming receipt of all Consents, will not result in the case may be) is a party or boundcreation of any Encumbrance upon the Assets. Notwithstanding 27 - 19 - the foregoing, neither Buyer nor Charter Group makes any no representation or warranty regarding any of the foregoing that may result from the specific legal or regulatory status of any Renaissance Company of the Charter Parties or as a result of any other facts that specifically relate to the business or activities in which Holdings or any Renaissance Company of the Charter Parties 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 ActAct or as set forth in Schedule 5.3, and the filing by Charter 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 each of Buyer and the Charter Parties of this Agreement and the other Transaction Documents to which Buyer or each such Charter (as the case may be) Party is a party (with or without the giving of notice, the lapse of time, or both): party: (a) do does not require any Consentconsent of, notice or declaration 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 Organizational Documents of Buyer or such Charter (as the case may be)Party, as currently in effect; (c) assuming receipt of the Consents set forth on Schedule 5.3, will not conflict with, result in a material breach of, of or constitute a material default in any material respect under any Legal Requirement to which Buyer or such Charter (as the case may be) Party is bound; and (d) assuming receipt of the Consents set forth on Schedule 5.3, 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 or such Charter (as the case may be) Party is a party or bound. Notwithstanding the foregoing, neither Buyer nor none of the Charter Parties makes any representation or warranty regarding any of the foregoing that may result from the specific legal or regulatory status of any Renaissance Seller or any Helicon Company or as a result of any other facts that specifically relate to the business or activities in which Holdings any Seller or any Renaissance Helicon Company is or proposes to be engaged other than the cable television business.