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 3.4 of FrontierVision's Disclosure Schedule, the execution, delivery and performance by FVP of this Agreement and the other Transaction Documents to which FVP 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 under any Franchise, FCC License or Material Contract; (B) will not conflict with any provision of the Charter Documents of FVP or any other FrontierVision Company, each 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 FVP or any of the other FrontierVision Companies 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 Franchise, FCC License, or Material Contract; and (E) will not result in the creation of any Encumbrance upon the Assets. Notwithstanding the foregoing, FVP does not make 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, and the filing by FVP, any other FrontierVision Company, and/or the Sellers Buyer 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 3.4 of FrontierVision's Disclosure Schedule, the execution, delivery and performance by FVP Buyer of this Agreement and the other Transaction Documents to which FVP Buyer is a party, and the execution, delivery and performance by Charter LLC of the Transaction Documents to which Charter LLC will be a party (with or 40 51 without the giving of notice, the lapse of time, or both): (Aa) do not require the Consent ofany Consent, notice declaration to, or filing with any Governmental Authority or any other Person under any Franchise, FCC License or Material Contractthat has not been obtained; (Bb) will not conflict with any provision of the Charter Organizational Documents of FVP or any other FrontierVision Company, each Buyer as currently in effect or the Organizational Documents of Charter LLC as then in effect; (Cc) assuming receipt of all Consents, will not conflict with, result in a material breach of, or constitute a default in any material respect under any Legal Requirement to which FVP Buyer is bound or any of the other FrontierVision Companies is Charter LLC will be bound; and (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 Franchise, FCC License, material agreement or Material Contract; and (E) instrument to which Buyer is a party or bound or Charter LLC will not result in the creation of any Encumbrance upon the Assetsbe a party or bound. Notwithstanding the foregoing, FVP does not make any Buyer makes no representation or warranty regarding any of the foregoing that may result from the specific legal or regulatory status of Buyer any Falcon Company or any Seller or as a result of any other facts that specifically relate to the business or activities in which Buyer any Falcon Company or Seller 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 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 FVP Holdings and Group of this Agreement and the other Transaction Documents to which FVP 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 under any Franchise, FCC License or Material Contract; (Bb) will not conflict with any provision of the Charter Organizational Documents of FVP or any other FrontierVision Renaissance Company, 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 FVP or any of the other FrontierVision Companies 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 Franchise, FCC License, or Material Contract; and (Ee) assuming receipt of all Consents, will not result in the creation of any Encumbrance upon the Assets. Notwithstanding 27 - 19 - the foregoing, FVP does not make any Group makes no 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 expiration or termination of any applicable waiting period under the HSR Act, and the filing by FVP, any other FrontierVision Company, and/or the Sellers Buyer 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 3.4 of FrontierVision's Disclosure Schedule, the execution, delivery and performance by FVP Buyer of this Agreement and the other Transaction Documents to which FVP Buyer is a party, and the execution, delivery and performance by Charter LLC of the Transaction Documents to which Charter LLC will be a party (with or without the giving of notice, the lapse of time, or both): (Aa) do not require the Consent ofany Consent, notice declaration to, or filing with any Governmental Authority or any other Person under any Franchise, FCC License or Material Contractthat has not been obtained; (Bb) will not conflict with any provision of the Charter Organizational Documents of FVP or any other FrontierVision Company, each Buyer as currently in effect or the Organizational Documents of Charter LLC as then in effect; (Cc) assuming receipt of all Consents, will not conflict with, result in a material breach of, or constitute a default in any material respect under any Legal Requirement to which FVP Buyer is bound or any of the other FrontierVision Companies is Charter LLC will be bound; and (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 Franchise, FCC License, material agreement or Material Contract; and (E) instrument to which Buyer is a party or bound or Charter LLC will not result in the creation of any Encumbrance upon the Assetsbe a party or bound. Notwithstanding the foregoing, FVP does not make any Buyer makes no representation or warranty regarding any of the foregoing that may result from the specific legal or regulatory status of Buyer any Falcon Company or any Seller or as a result of any other facts that specifically relate to the business or activities in which Buyer any Falcon Company or Seller is or proposes to be engaged other than the cable television business.