Common use of Consents and Approvals; No Conflict Clause in Contracts

Consents and Approvals; No Conflict. Releases. --------------------------------------------- (a) Except as set forth in Schedule 3.3(a), no consent, --------------- authorization or approval of, or filing or registration with, (i) any Governmental Authority, (ii) any party to any Contract disclosed or required to be disclosed on a Schedule to this Agreement or (iii) any other party that, if not obtained, would cause a Material Adverse Effect or a material adverse effect on the ability of such Seller to consummate the transactions contemplated by this Agreement, is necessary in connection with the execution, delivery or performance by each Seller of this Agreement or any of its Related Agreements or the consummation by such Seller of the transactions contemplated hereby or thereby. (b) Except as set forth in Schedule 3.3(b), the execution, --------------- delivery and performance by each Seller of this Agreement and its Related Agreements, and the consummation by such Seller of the transactions contemplated hereby and thereby, do not and will not (i) violate any material Law applicable to or binding on such Seller or any Company or any of their respective assets; (ii) violate or conflict with, result in a breach or termination of, constitute a default or give any third party any additional right (including a termination right under a change-in-control provision or otherwise) under, permit cancellation of, result in the creation of any Lien upon any of the assets of such Seller or any Company under, or result in or constitute a circumstance which, with or without notice or lapse of time or both, would constitute any of the foregoing under, any material Contract to which such Seller or any Company is a party or by which such Seller or any Company or any of their respective assets are bound; (iii) permit the acceleration of the maturity of any indebtedness of such Seller or any Company or indebtedness secured by their respective assets; or (iv) violate or conflict with any provision of any of the organizational documents of such Seller or of any Company. (c) The MRM Sellers have received from each of the Management Stockholders a duly executed Agreement and Release, copies of which have been delivered to Purchaser.

Consents and Approvals; No Conflict. Releases. --------------------------------------------- (a) Except as The execution, delivery and performance by such Seller of this Agreement and the other Transaction Documents to which it, he or she is or will be a party, and the consummation of the transactions contemplated hereby and thereby by such Seller do not and will not require any consent, approval, authorization or other order of, action by, registration or filing with or notification to, any Governmental Approval other than in connection with or in compliance with any Competition Law, the NYS Regulatory Actions and the filing of the Debt Merger Certificate of Merger. (b) Other than with respect to compliance with any applicable requirements of the HSR Act and any Permits, including Liquor Licenses, set forth in Schedule 3.3(a)on Section 3.4(b) of the Company Disclosure Letter, no consentthe execution, --------------- authorization delivery and performance of this Agreement and the other Transaction Documents to which it, he or approval ofshe is or will be a party, or filing or registration withand the consummation of the transactions contemplated hereby and thereby do not and will not, (i) contravene, conflict with or result in a violation or breach of any Governmental Authorityprovisions of the Organizational Documents of such Seller, (ii) contravene, conflict with, violate or breach any party Law or Governmental Order applicable to such Seller or its, his or her assets or properties or give any Contract disclosed Governmental Authority or required other Person the right to be disclosed on a Schedule exercise any remedy or obtain relief under, any provision of any applicable Law or Governmental Order to this Agreement which such Seller or any of its, his or her assets or properties is subject, (iii) result in the creation or imposition of any Lien on the Transferred Securities (other party thatthan Permitted Liens), if or (iv) with the giving of notice or lapse of time or the taking of any action by another Person, have any of the effects described in clauses (i) through (iii) of this sentence, with only such exceptions in the case of clause (iii) as do not obtained, would cause a Material Adverse Effect and are not reasonably likely to impair or a delay in any material adverse effect on respect the ability of such Seller to consummate the transactions contemplated by perform its obligations under this Agreement, is necessary in connection with the execution, delivery or performance by each Seller of this Agreement or any of its Related Agreements or the consummation by such Seller of the transactions contemplated hereby or thereby. (b) Except as set forth in Schedule 3.3(b), the execution, --------------- delivery and performance by each Seller of this Agreement and its Related Agreements, and the consummation by such Seller of the transactions contemplated hereby and thereby, do not and will not (i) violate any material Law applicable to or binding on such Seller or any Company or any of their respective assets; (ii) violate or conflict with, result in a breach or termination of, constitute a default or give any third party any additional right (including a termination right under a change-in-control provision or otherwise) under, permit cancellation of, result in the creation of any Lien upon any of the assets of such Seller or any Company under, or result in or constitute a circumstance which, with or without notice or lapse of time or both, would constitute any of the foregoing under, any material Contract to which such Seller or any Company is a party or by which such Seller or any Company or any of their respective assets are bound; (iii) permit the acceleration of the maturity of any indebtedness of such Seller or any Company or indebtedness secured by their respective assets; or (iv) violate or conflict with any provision of any of the organizational documents of such Seller or of any Company. (c) The MRM Sellers have received from each of the Management Stockholders a duly executed Agreement and Release, copies of which have been delivered to Purchaser.

Consents and Approvals; No Conflict. Releases. --------------------------------------------- (a) Except as set forth on ----------------------------------- Schedule 3.6 and except as could not reasonably be expected, individually or in Schedule 3.3(a)the aggregate, no consent, --------------- authorization or approval of, or filing or registration with, (i) any Governmental Authority, (ii) any party to any Contract disclosed or required to be disclosed on a Schedule to this Agreement or (iii) any other party that, if not obtained, would cause a Material Adverse Effect or have a material adverse effect on the ability of such Seller to consummate the transactions contemplated by this AgreementPurchaser, is necessary in connection with the execution, delivery or and performance by of each Seller of this Agreement or any of its Related the Transaction Agreements or to which such Purchaser is a party and the consummation by such Seller of each of the transactions contemplated hereby or thereby. (b) Except as set forth in Schedule 3.3(b), the execution, --------------- delivery and performance by each Seller of this Agreement and its Related Agreements, and the consummation by such Seller of the transactions contemplated hereby and thereby, thereby do not and will not (ia) violate any material Law applicable to conflict with or binding on such Seller or any Company or any of their respective assets; (ii) violate or conflict with, result in a breach of the terms, conditions or termination provisions of, (b) constitute a default or give any third party any additional right (including a termination right under a change-in-control provision or otherwise) under, permit cancellation of, (c) result in the creation of any Lien lien, security interest, charge or encumbrance upon any material properties or assets pursuant to, (d) give any third party the right to accelerate any obligation under, (e) result in a violation of, or (f) require any order, qualification, waiver, permit, authorization, consent, approval, exemption or other action by or from, or any registration, notice, declaration, application or filing to or with, any court or administrative or governmental body pursuant to (i) the Certificate (or Articles) of the assets Incorporation, Bylaws, partnership agreement (or other governing documents) of such Seller or Purchaser, (ii) any Company under, or result in or constitute a circumstance which, with or without notice or lapse of time or both, would constitute any of the foregoing under, any material Contract agreement to which such Seller or any Company Purchaser is a party or by is bound or to which such Seller or any Company or any of their respective its assets are bound; subject or (iii) permit the acceleration any law, statute, rule or regulation to which such Purchaser is subject; provided, however, that -------- ------- with respect to clause (f) of this Section 3.6, no representation or warranty is made as to any such requirements applicable to such Purchaser as a result of the maturity specific legal or regulatory status of any indebtedness other party to this Agreement (including without limitation any agreements between any Purchaser or its affiliates and any local or municipal government related to the provision of cable television services within a local area) or as a result of any other facts that specifically relate to any such Seller other party, any business in which any such other party has engaged or proposes to engage or any Company financing arrangements or indebtedness secured transactions entered into or proposed to be entered into by their respective assets; or (iv) violate or conflict with any provision on behalf of any of the organizational documents of such Seller or of any Companyother party. (c) The MRM Sellers have received from each of the Management Stockholders a duly executed Agreement and Release, copies of which have been delivered to Purchaser.

Consents and Approvals; No Conflict. Releases. --------------------------------------------- (a) Except as set forth on ----------------------------------- Schedule 3.6 and except as could not reasonably be expected, individually or in Schedule 3.3(a)the aggregate, no consent, --------------- authorization or approval of, or filing or registration with, (i) any Governmental Authority, (ii) any party to any Contract disclosed or required to be disclosed on a Schedule to this Agreement or (iii) any other party that, if not obtained, would cause a Material Adverse Effect or have a material adverse effect on the such Purchaser's ability of such Seller to consummate the transactions contemplated by this Agreementperform its obligations hereunder, is necessary in connection with the execution, delivery or and performance by of each Seller of this Agreement or any of its Related the Transaction Agreements or to which such Purchaser is a party and the consummation by such Seller of each of the transactions contemplated hereby or thereby. (b) Except as set forth in Schedule 3.3(b), the execution, --------------- delivery and performance by each Seller of this Agreement and its Related Agreements, and the consummation by such Seller of the transactions contemplated hereby and thereby, thereby do not and will not (ia) violate any material Law applicable to conflict with or binding on such Seller or any Company or any of their respective assets; (ii) violate or conflict with, result in a breach of the terms, conditions or termination provisions of, constitute a default or give any third party any additional right (including a termination right under a change-in-control provision or otherwiseb) under, permit cancellation of, result in the creation of any Lien upon any of the assets of such Seller or any Company under, or result in or constitute a circumstance which, with or without notice or lapse of time or both, would constitute any of the foregoing a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon any material Contract properties or assets pursuant to, (d) with or without notice or lapse of time or both, give any third party the right to accelerate, cancel or terminate any obligation under, (e) result in a violation of, or (f) require any order, qualification, waiver, permit, authorization, consent, approval, exemption or other action by or from, or any registration, notice, declaration, application or filing to or with, any court or administrative or governmental body or any other person or entity pursuant to (i) the Certificate (or Articles) of Incorporation, Bylaws, partnership agreement (or other governing documents) of such Purchaser, (ii) any agreement to which such Seller or any Company Purchaser is a party or by is bound or to which such Seller or any Company or any of their respective its assets are bound; subject or (iii) permit any law, statute, rule or regulation to which such Purchaser is subject; provided, however, that with respect to clause (f) of this Section 3.6, -------- ------- such representation and warranty is made to the acceleration actual knowledge of such Purchaser as to any such requirements applicable to such Purchaser as a result of the maturity specific legal or regulatory status of any indebtedness other party to this Agreement or as a result of any other facts that specifically relate to any such Seller other party, any business in which any such other party has engaged or proposes to engage or any Company financing arrangements or indebtedness secured transactions entered into or proposed to be entered into by their respective assets; or (iv) violate or conflict with any provision on behalf of any of the organizational documents of such Seller or of any Companyother party. (c) The MRM Sellers have received from each of the Management Stockholders a duly executed Agreement and Release, copies of which have been delivered to Purchaser.