Common use of No Conflict; Required Consents Clause in Contracts

No Conflict; Required Consents. Except for the Required ------------------------------ Consents, all of which are listed on SCHEDULE 5.3, the execution and delivery by Seller, the performance of Seller under, and the consummation of the transactions contemplated by, this Agreement and the Transaction Documents to which Seller is a party do not and will not: (a) violate any provision of the Partnership Agreement of Seller; (b) violate any Legal Requirement; (c) require any consent, approval or authorization of, or filing of any certificate, notice, application, report or other document with any Governmental Authority or other Person; or (d) (i) violate or result in a breach of or default under (without regard to requirements of notice, lapse of time, or elections of any Person, or any combination thereof), (ii) permit or result in the termination, suspension or modification of, (iii) result in the acceleration of (or give any Person the right to accelerate) the performance of Seller under, or (iv) result in the creation or imposition of any Encumbrance under any Seller Contract or any other instrument evidencing any of the Assets or by which Seller or any of its assets is bound or affected, except for purposes of this clause (d) such violations, conflicts, breaches, defaults, terminations, suspensions, modifications, and accelerations as would not, individually or in the aggregate, have a material adverse effect on any System, the Business or Seller, the validity, binding effect or enforceability of this Agreement or on the ability of Seller to perform its obligations under this Agreement or the Transaction Documents to which Seller is a party.

No Conflict; Required Consents. Except for the Required ------------------------------ Consents, all ------------------------------ of which are listed on SCHEDULE 5.3, the execution and delivery by Seller, the performance of Seller under, and the consummation of the transactions contemplated by, this Agreement and the Transaction Documents to which Seller is a party do not and will not: (a) violate any provision of the Partnership Agreement of Seller; (b) violate any Legal Requirement; (c) require any consent, approval or authorization of, or filing of any certificate, notice, application, report or other document with any Governmental Authority or other Person; or (d) (i) violate or result in a breach of or default under (without regard to requirements of notice, lapse of time, or elections of any Person, or any combination thereof), (ii) permit or result in the termination, suspension or modification of, (iii) result in the acceleration of (or give any Person the right to accelerate) the performance of Seller under, or (iv) result in the creation or imposition of any Encumbrance under any Seller Contract or any other instrument evidencing any of the Assets or by which Seller or any of its assets is bound or affected, except for purposes of this clause (d) such violations, conflicts, breaches, defaults, terminations, suspensions, modifications, and accelerations as would not, individually or in the aggregate, have a material adverse effect on any System, the Business or Seller, the validity, binding effect or enforceability of this Agreement or on the ability of Seller to perform its obligations under this Agreement or the Transaction Documents to which Seller is a party.

No Conflict; Required Consents. Except for Subject to obtaining the Required ------------------------------ Consents, all of which are listed disclosed on SCHEDULE 5.34.3, and the receipt of any consent required or the expiration or termination of the applicable waiting period under the HSR Act, the execution and delivery by Seller, the performance of Seller under, and the consummation by Seller of the transactions contemplated by, this Agreement and the Transaction Documents to which Seller is a party do not and will not: (a) conflict with or violate any provision of the Partnership Agreement organizational documents of Seller; (b) violate any Legal RequirementRequirement in any material respect; (c) require any consent, waiver, approval or authorization of, or any filing of any certificatewith or notice to, notice, application, report or other document with any Governmental Authority or other Person; or (d) (i) violate violate, conflict with or result in constitute a breach of or default under (without regard to requirements of notice, lapse of time, time or elections of any Person, other Persons or any combination thereof), (ii) permit or result in the termination, suspension or modification of, (iii) result in the acceleration of (or give any Person the right to accelerate) the performance of Seller under, or (iv) result in the creation or imposition of any Encumbrance under under, any Seller Contract Contract, Franchise or License or any other instrument evidencing any of the Assets Assets, or any instrument or other agreement by which Seller or any of its assets the Assets is bound or affected, except for purposes of this clause clauses (c) or (d) such violations), conflictsabove, breachesany consents, defaultswaivers, terminations, suspensions, modifications, and accelerations as would not, individually approvals or in the aggregate, have a material adverse effect on authorizations required under any System, the Business or Seller, the validity, binding effect or enforceability of this Agreement or on the ability of Seller bulk Contracts relating to perform its obligations under this Agreement or the Transaction Documents to which Seller is a partymultiple dwelling units with less than 250 units.

No Conflict; Required Consents. Except for the Required ------------------------------ Consents, all of which are listed on SCHEDULE 5.3, the execution and delivery by Seller, the performance of Seller under, and the consummation of the transactions contemplated by, this Agreement and the Transaction Documents to which Seller is a party do not and will not: (a) violate any provision of the Partnership Agreement partnership agreement or certificate of limited partnership of Seller; (b) violate any Legal Requirement; (c) require any consent, approval or authorization of, or filing of any certificate, notice, application, report or other document with any Governmental Authority or other Person; or (d) (i) violate or result in a breach of or default under (without regard to requirements of notice, lapse of time, or elections of any Person, or any combination thereof), (ii) permit or result in the termination, suspension or modification of, (iii) result in the acceleration of (or give any Person the right to accelerate) the performance of Seller under, or (iv) result in the creation or imposition of any Encumbrance under any Seller Contract or any other instrument evidencing any of the Assets or by which Seller or any of its assets is bound or affected, except for purposes of this clause (d) such violations, conflicts, breaches, defaults, terminations, suspensions, modifications, and accelerations as would not, individually or in the aggregate, have a material adverse effect on any System, the Business or Seller, the validity, binding effect or enforceability of this Agreement or on the ability of Seller to perform its obligations under this Agreement or the Transaction Documents to which Seller is a party.

No Conflict; Required Consents. Except for as set forth on Schedule 6.3, and assuming all Required Consents have been obtained and the Required ------------------------------ Consents, all expiration or earlier termination of which are listed on SCHEDULE 5.3the waiting period under the HSR Act has occurred, the execution and delivery by SellerCharter of, the its performance of Seller under, and the its consummation of the transactions contemplated by, this Agreement and the Transaction Documents to which Seller is a party do not and will not: (a) conflict with or violate any provision of the Partnership Agreement organizational documents of SellerCharter; (b) violate any provision of any Legal Requirement; (c) require any consent, approval or authorization of, or filing of any certificate, notice, application, report or other document with with, any Governmental Authority or other Person; or (d) (i) violate or conflict with, violate, result in a breach of or constitute a default under (without regard to requirements of notice, lapse of time, time or elections of any Person, other Persons or any combination thereof), (ii) permit or result in the termination, suspension or modification of, (iii) result in the acceleration of (or give any Person the right to accelerate) the performance of Seller Charter under, or (iv) result in the creation or imposition of any Encumbrance Lien under any Seller Contract instrument or any other instrument evidencing any of the Assets agreement to which Charter is a party or by which Seller Charter or any of its assets is bound or affected, except for purposes of this clause clauses (c) and (d) such consents, approvals, authorizations and filings that, if not obtained or made, would not, and such violations, conflicts, breaches, defaults, terminations, suspensions, modifications, modifications and accelerations as would not, individually or in the aggregate, have a material an adverse effect on any System, the Business or Seller, the validity, binding effect or enforceability of this Agreement or on the its ability of Seller to perform its obligations under this Agreement or the Transaction Documents to which Seller is a partyDocuments.

No Conflict; Required Consents. Except for Subject to receipt of the Required ------------------------------ Consents, all of Consents which are listed on SCHEDULE 5.3Schedule 4 and subject to the requirements of the HSR Act, the execution and delivery by each Seller, the performance of each Seller under, and the consummation of the transactions contemplated by, this Agreement and the Transaction Documents to which such Seller is a party do not and will not: (a) conflict with or violate any provision of the Partnership Agreement charter or bylaws of SellerTCI Vermont or the partnership agreement of WestMarc; (b) violate any provision of any Legal Requirement; (c) require any consent, approval or authorization of, or filing of any certificate, notice, application, report or other document with any Governmental Authority or other Person; or (d) (i) violate or conflict with, violate, result in a breach of or constitute a default under (without regard to requirements of notice, lapse of time, or elections of any Personother Persons, or any combination thereof), (ii) permit or result in the termination, suspension or modification of, or (iii) result in the acceleration of (or give any Person the right to accelerate) the performance of either Seller under, or (iv) result in the creation or imposition of any Encumbrance under any Seller Contract or any other instrument evidencing any of the Assets or by which either Seller or any of its assets is bound or affected, affected except for purposes of this clause (d) such violations, conflicts, breaches, defaults, terminations, suspensions, modifications, and accelerations as would not, individually or in the aggregate, have a material adverse effect on any System, the Business or Seller, the validity, binding effect or enforceability of this Agreement Sellers or on the ability of either Seller to perform its obligations under this Agreement or the Transaction Documents to which such Seller is a party, or (e) result in the creation or imposition of any Encumbrance upon any of the Assets.

No Conflict; Required Consents. Except for the Cable One Required ------------------------------ Consents, all of which are listed on SCHEDULE 5.3, the TCA Required Consents and the HSR notification and the expiration or earlier termination of the waiting period under the HSR Act, the execution and delivery by SellerCable One of, the performance of Seller Cable One under, and the consummation by Cable One of the transactions contemplated by, this Agreement and the Transaction Documents to which Seller it is a party do not and will not: (a) conflict with or violate any provision of the Partnership Agreement charter or bylaws of SellerCable One; (b) violate any provision of any Legal Requirement; (c) require any consent, approval or authorization of, or filing of any certificate, notice, application, report or other document with with, any Governmental Authority or other Person; or (d) (i) violate or conflict with, violate, result in a breach of or constitute a default under (without regard to requirements of notice, lapse of time, time or elections of any Person, other Persons or any combination thereof), (ii) permit or result in the termination, suspension or modification of, (iii) result in the acceleration of (or give any Person the right to accelerate) the performance of Seller Cable One under, or (iv) result in the creation or imposition of any Encumbrance under Lien under, any Seller Cable One Systems Contract or any other instrument evidencing any of the Cable One Assets or by which Seller Cable One or any of its assets is bound or affected, except for purposes of this clause clauses (c) and (d) such consents, approvals, authorizations and filings that, if not obtained or made, would not, and such violations, conflicts, breaches, defaults, terminations, suspensions, modifications, modifications and accelerations as would not, individually or in the aggregate, have a material adverse effect on any Cable One System, the Cable One's Cable Business or Seller, the validity, binding effect or enforceability of this Agreement Cable One or on the ability of Seller Cable One to perform its obligations under this Agreement or the Transaction Documents to which Seller it is a party.

No Conflict; Required Consents. Except for the Xxxxx ------------------------------- Required ------------------------------ Consents, all of which are listed on SCHEDULE 5.3, and the TCI Required Consents and the notification and expiration or earlier termination of the waiting period under the HSR, the execution and delivery by SellerXxxxx, the performance of Seller Xxxxx under, and the consummation by Xxxxx of the transactions contemplated by, this Agreement and the Transaction Documents to which Seller Xxxxx is a party do not and will not: (a) violate any provision of the Partnership Agreement of Sellerits charter or bylaws; (b) violate any Legal Requirement; (c) require any consent, approval or authorization of, or filing of any certificate, notice, application, report or other document with with, any Governmental Authority or other Person; or (d) (i) violate or result in a breach of or default under (without regard to requirements of notice, lapse of time, time or elections of any Person, other Persons or any combination thereof), (ii) permit or result in the termination, suspension or modification of, (iii) result in the acceleration of (or give any Person the right to accelerate) the performance of Seller Xxxxx under, or (iv) result in the creation or imposition of any Encumbrance Lien under any Seller System Contract or any Xxxxx System Contract or other instrument evidencing any of the Xxxxx Assets or by which Seller Xxxxx or any of its assets is bound or affected, except for purposes of this clause (d) such violations, conflicts, breaches, defaults, terminations, suspensions, modifications, modifications and accelerations as would not, individually or in the aggregate, have a material adverse effect on any Xxxxx System, the Xxxxx Cable Business or Seller, the validity, binding effect or enforceability of this Agreement Xxxxx or on the ability of Seller Xxxxx to perform its obligations under this Agreement or the Transaction Documents to which Seller Xxxxx is a party.

No Conflict; Required Consents. Except for as set forth on Schedule 6.3, and assuming any consents referenced on Schedule 5.3 have been obtained and the Required ------------------------------ Consents, all expiration or earlier termination of which are listed on SCHEDULE 5.3the waiting period under the HSR Act has occurred, the execution and delivery by SellerCharter of, the its performance of Seller under, and the its consummation of the transactions contemplated by, this Agreement and the Transaction Documents to which Seller is a party do not and will not: (a) conflict with or violate any provision of the Partnership Agreement organizational documents of SellerCharter; (b) violate any provision of any Legal Requirement; (c) require any consent, approval or authorization of, or filing of any certificate, notice, application, report or other document with with, any Governmental Authority or other Person; or (d) (i) violate or conflict with, violate, result in a breach of or constitute a default under (without regard to requirements of notice, lapse of time, time or elections of any Person, other Persons or any combination thereof), (ii) permit or result in the termination, suspension or modification of, (iii) result in the acceleration of (or give any Person the right to accelerate) the performance of Seller Charter under, or (iv) result in the creation or imposition of any Encumbrance Lien under any Seller Contract instrument or any other instrument evidencing any of the Assets agreement to which Charter is a party or by which Seller Charter or any of its assets is bound or affected, except for purposes of this clause clauses (c) and (d) such consents, approvals, authorizations and filings that, if not obtained or made, would not, and such violations, conflicts, breaches, defaults, terminations, suspensions, modifications, modifications and accelerations as would not, individually or in the aggregate, have a material an adverse effect on any System, the Business or Seller, the validity, binding effect or enforceability of this Agreement or on the its ability of Seller to perform its obligations under this Agreement or the Transaction Documents to which Seller is a partyDocuments.

No Conflict; Required Consents. Except for as set forth on Schedule 5.3, and assuming the Required ------------------------------ Consents, all expiration or earlier termination of which are listed on SCHEDULE 5.3the waiting period under the HSR Act has occurred, the execution and delivery by Sellereach Comcast Entity of, the its performance of Seller under, under and the its consummation of the transactions contemplated by, this Agreement and the Transaction Documents to which Seller such Comcast Entity is a party do not and will not: (a) conflict with or violate any provision of the Partnership Agreement organizational documents of Sellersuch Comcast Entity; (b) violate any provision of any Legal Requirement; (c) require any consent, approval or authorization of, or filing of any certificate, notice, application, report or other document with with, any Governmental Authority or other Person; or (d) (i) violate or result in a breach of or default under (without regard to requirements of notice, lapse of time, time or elections of any Person, other Persons or any combination thereof), conflict with, violate, result in a breach of or constitute a default under, (ii) permit or result in the termination, suspension or modification of, (iii) result in the acceleration of (or give any Person the right to accelerate) the performance of Seller any Comcast Entity under, or (iv) otherwise adversely affect the rights or obligations of any Comcast Entity under, any Comcast Systems Contract, Comcast Systems Franchise or Comcast Systems License, or (e) result in the creation or imposition of any Encumbrance under Lien upon any Seller Contract or any other instrument evidencing any of the Assets or by which Seller or any of its assets is bound or affectedComcast Asset, except subject to such exceptions for purposes of this clause clauses (b), (c), (d) such violations, conflicts, breaches, defaults, terminations, suspensions, modifications, and accelerations (e) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or a material adverse effect on any System, the Business or Seller, the validity, binding effect or enforceability of this Agreement or on the ability of Seller the Comcast Entities to perform its their obligations under this Agreement or the Transaction Documents to which Seller is a partyDocuments.

No Conflict; Required Consents. Except for as set forth on Schedule 4.3, and assuming all Charter Required Consents have been obtained and the Required ------------------------------ Consents, all expiration or earlier termination of which are listed on SCHEDULE 5.3the waiting period under the HSR Act has occurred, the execution and delivery by SellerTCID of, the performance of Seller TCID under, and the consummation by TCID of the transactions contemplated by, this Agreement and the Transaction Documents to which Seller it is a party do not and will not: (a) conflict with or violate any provision of the Partnership Agreement organizational documents of SellerTCID; (b) violate any provision of any Legal Requirement; (c) require any consent, approval or authorization of, or filing of any certificate, notice, application, report or other document with with, any Governmental Authority or other Person; or (d) (i) violate or conflict with, violate, result in a breach of or constitute a default under (without regard to requirements of notice, lapse of time, time or elections of any Person, other Persons or any combination thereof), (ii) permit or result in the termination, suspension or modification of, (iii) result in the acceleration of (or give any Person the right to accelerate) the performance of Seller TCID under, or (iv) result in the creation or imposition of any Encumbrance under any Seller Contract or any other instrument evidencing any of the Assets or by which Seller TCID or any of its assets is bound or affected, except for purposes of this clause clauses (c) and (d) such consents, approvals, authorizations and filings that, if not obtained or made, would not, and such violations, conflicts, breaches, defaults, terminations, suspensions, modifications, modifications and accelerations as would not, individually or in the aggregate, have a material an adverse effect on any System, the Business or Seller, the validity, binding effect or enforceability of this Agreement or on the ability of Seller TCID to perform its obligations under this Agreement or the Transaction Documents to which Seller it is a party.

No Conflict; Required Consents. Except for for, and subject to receipt of, the Insight Required ------------------------------ Consents, all of which are listed on SCHEDULE Schedule 5.3, the TCI Required Consents, all consents, authorizations and approvals required for Insight to transfer the Exchange Assets to the Company and the notification and expiration or earlier termination of the waiting period under the HSR Act, the execution and delivery by SellerInsight, the performance of Seller Insight under, and the consummation of the transactions contemplated by, this Agreement and the Transaction Documents to which Seller Insight is a party do not and will not: (a) conflict with or violate any provision of the Partnership Agreement its agreement of Sellerlimited partnership; (b) violate any provision of any Legal Requirement; (c) require any consent, approval or authorization of, or filing of any certificate, notice, application, report or other document with with, any Governmental Authority or other Person; or (dd)(i) (i) violate or conflict with, violate, result in a breach of or constitute a default under (without regard to requirements of notice, lapse of time, time or elections of any Person, other Persons or any combination thereof), (ii) permit or result in the termination, suspension or modification of, (iii) result in the acceleration of (or give any Person the right to accelerate) the performance of Seller Insight under, or (iv) result in the creation or imposition of any Encumbrance Lien under any Seller Insight System Franchise, Insight System License or any Insight System Contract or any other instrument evidencing any of the Insight Assets or by which Seller Insight or any of its assets is bound or affected, except for purposes of this clause clauses (c) and (d) such consents, approvals, authorizations and filings that, if not obtained or made, would not, and such violations, conflicts, breaches, defaults, terminations, suspensions, modifications, modifications and accelerations as would not, individually or in the aggregate, have a material adverse effect on any Insight System, the Insight's Cable Business or Seller, the validity, binding effect or enforceability of this Agreement or on the ability of Seller Insight to perform its obligations under this Agreement or the Transaction Documents to which Seller Insight is a party.

No Conflict; Required Consents. Except for the Required ------------------------------ Consents, all of which are listed on SCHEDULE 5.36.3, and the HSR notification, the execution and delivery by Seller, the performance of Seller under, and the consummation of the transactions contemplated by, this Agreement and the Transaction Documents to which Seller is a party do not and will not: (a) conflict with or violate any provision of the Partnership Agreement of Seller; its charter, bylaws or partnership agreement, as applicable, (b) violate any provision of any Legal Requirement; (c) require any consent, approval or authorization of, or filing of any certificate, notice, application, report or other document with with, any Governmental Authority or other Person; or (d) (i) violate or conflict with, violate, result in a breach of or constitute a default under (without regard to requirements of notice, lapse of time, time or elections of any Person, other Persons or any combination thereof), (ii) permit or result in the termination, suspension or modification of, (iii) result in the acceleration of (or give any Person the right to accelerate) the performance of Seller under, or (iv) result in the creation or imposition of any Encumbrance Lien under any Seller System Contract or any other instrument evidencing any of the Assets or by which Seller or any of its assets is bound or affected, except for purposes of this clause (d) such violations, conflicts, breaches, defaults, terminations, suspensions, modifications, modifications and accelerations as would not, individually or in the aggregate, have a material adverse effect on any System, the Cable Business or Seller, the validity, binding effect or enforceability of this Agreement Seller or on the ability of Seller to perform its obligations under this Agreement or the Transaction Documents to which Seller is a party.

No Conflict; Required Consents. Except for the Required ------------------------------ Consents, all of which are listed on SCHEDULE 5.3as set forth in Schedule 2.3, the execution execution, delivery and delivery performance by SellerSeller of this Agreement and the Seller Documents, the performance fulfillment of Seller under, and compliance with the terms and provisions hereof and thereof and the consummation by the Seller of the transactions contemplated byhereby and thereby, this Agreement do not and will not conflict with or result in any violation by the Transaction Documents Seller, under any provisions of or result in acceleration, termination, cancellation or modification of, or constitute a default under: (i) the certificate or articles of incorporation, bylaws or similar governing documents of the Seller; (ii) any material note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease, agreement, or other material instrument, obligation or agreement of any kind relating to the Business to which the Seller is a party do not and will not: (a) violate or by which Seller, or any provision of the Partnership Agreement of SellerTransferred Assets, may be bound or affected; (biii) violate any Legal Requirement; (c) require any consent, approval or authorization of, or filing Requirements of any certificate, notice, application, report or other document with any Governmental Authority or other PersonLaw; or (dvi) (i) violate any Governmental Entity. Nor shall such execution, delivery or result in a breach of or default under (without regard to requirements of notice, lapse of time, or elections of any Person, or any combination thereof), (ii) permit or result in the termination, suspension or modification of, (iii) result in the acceleration of (or give any Person the right to accelerate) the performance of Seller under, or (iv) result in the creation or imposition of any Encumbrance under of any Seller Contract or any other instrument evidencing any of the Assets or by which Seller or any of its assets is bound or affected, except for purposes of this clause (d) such violations, conflicts, breaches, defaults, terminations, suspensions, modifications, and accelerations as would not, individually or in the aggregate, have a material adverse effect on any System, nature whatsoever upon the Business or SellerTransferred Assets or require any filing with, the validityor permit, binding effect authorization, consent or enforceability of this Agreement approval of, a Governmental Entity or on the ability of Seller to perform its obligations under this Agreement or the Transaction Documents to which Seller is a partyother Person.

No Conflict; Required Consents. Except for for, and subject to receipt ------------------------------ of, the Required ------------------------------ Consents, all Consents and the notification and expiration or earlier termination of which are listed the waiting period under the HSR Act and except as otherwise disclosed on SCHEDULE Schedule 5.3, the execution and delivery by SellerInsight, the performance of Seller Insight under, and the consummation of the transactions contemplated by, this Agreement and the Transaction Documents to which Seller Insight is a party do not and will not: (a) conflict with or violate any provision of the Partnership Agreement its agreement of Sellerlimited partnership; (b) violate any provision of any Legal Requirement; (c) require any consent, approval or authorization of, or filing of any certificate, notice, application, report or other document with with, any Governmental Authority or other Person; or (d) (i) violate or conflict with, violate, result in a breach of or constitute a default under (without regard to requirements of notice, lapse of time, time or elections of any Person, other Persons or any combination thereof), (ii) permit or result in the termination, suspension or modification of, (iii) result in the acceleration of (or give any Person the right to accelerate) the performance of Seller Insight under, or (iv) result in the creation or imposition of any Encumbrance Lien under any Seller Contract or any other instrument evidencing any of the Assets or other agreement to which Insight is a party or by which Seller Insight or any of its assets is bound or affected, except for purposes of this clause clauses (c) and (d) such consents, approvals, authorizations and filings that, if not obtained or made, would not, and such violations, conflicts, breaches, defaults, terminations, suspensions, modifications, modifications and accelerations as would not, individually or in the aggregate, have a material adverse effect on any System, the Business or Seller, the validity, binding effect or enforceability of this Agreement or on the ability of Seller Insight to perform its obligations under this Agreement or the Transaction Documents to which Seller Insight is a party.

No Conflict; Required Consents. Except for (a) Subject to obtaining the Buyer Required ------------------------------ Consents, all of which are listed Consents identified on SCHEDULE 5.35.2, neither the execution and execution, delivery or performance by SellerBuyer of this Agreement or any Transaction Document to which Buyer is or will be a party, the performance of Seller under, and nor the consummation of the transactions contemplated byhereby or thereby, this Agreement and does or will: (i) conflict with or violate any provision of the Transaction Documents to which Seller is a party do not and will not: charter or bylaws of Buyer; (aii) violate any provision of the Partnership Agreement of Seller; (b) violate any Legal Requirement; Requirement applicable to Buyer; (ciii) require any consentconflict with, approval or authorization ofviolate, or filing of any certificate, notice, application, report or other document with any Governmental Authority or other Person; or (d) (i) violate or result in a breach of or of, constitute a default under (without regard to requirements of notice, lapse of time, or elections of any Personother Persons, or any combination thereof), (ii) accelerate or permit or result in the termination, suspension or modification of, (iii) result in the acceleration of (or give any Person the right to accelerate) the performance required by, any material Contract or License to which Buyer is a party or by which Buyer or any of Seller under, the assets or properties owned or leased by Buyer are bound; or (iv) result in the creation or imposition of any Encumbrance under any Seller Contract Lien against or any other instrument evidencing upon any of the Assets assets or properties owned or leased by which Seller or any of its assets is bound or affected, Buyer; except for purposes of this clause (d) such violations, conflicts, breaches, defaults, terminations, suspensions, modifications, and accelerations as would not, individually or not result in the aggregate, have aggregate in (A) a Material Adverse Effect on CCI and its Subsidiaries or (B) a material adverse effect on any System, the Business or Seller, the validity, binding effect or enforceability of this Agreement or on the ability of Seller Buyer to execute, deliver or perform its obligations under this Agreement or the and any Transaction Documents Document to which Seller it is or will be a party. (b) Except for the Buyer Required Consents identified on SCHEDULE 5.2, no Consent is required for the execution, delivery or performance by Buyer of this Agreement or any Transaction Document to which Buyer is or will be a party, or the consummation of the transactions contemplated hereby or thereby, except for such Consents as, if not obtained or made, would not have a Material Adverse Effect on CCI and its Subsidiaries.

No Conflict; Required Consents. Except for as set forth on Schedule 3.3, assuming all TCID Required Consents have been obtained and the Required ------------------------------ Consents, all expiration or earlier termination of which are listed on SCHEDULE 5.3the waiting period under the HSR Act has occurred, the execution and delivery by SellerCharter of, the performance of Seller Charter under, and the consummation by Charter of the transactions contemplated by, this Agreement and the Transaction Documents to which Seller it is a party do not and will not: (a) conflict with or violate any provision of the Partnership Agreement organizational documents of SellerCharter; (b) violate any provision of any Legal Requirement; (c) require any consent, approval or authorization of, or filing of any certificate, notice, application, report or other document with with, any Governmental Authority or other Person; or (d) (i) violate or conflict with, violate, result in a breach of or constitute a default under (without regard to requirements of notice, lapse of time, time or elections of any Person, other Persons or any combination thereof), (ii) permit or result in the termination, suspension or modification of, (iii) result in the acceleration of (or give any Person the right to accelerate) the performance of Seller Charter under, or (iv) result in the creation or imposition of any Encumbrance under any Seller Contract or any other instrument evidencing any of the Assets or by which Seller Charter or any of its assets is bound or affected, except for purposes of this clause clauses (c) and (d) such consents, approvals, authorizations and filings that, if not obtained or made, would not, and such violations, conflicts, breaches, defaults, terminations, suspensions, modifications, modifications and accelerations as would not, individually or in the aggregate, have a material an adverse effect on any System, the Business or Seller, the validity, binding effect or enforceability of this Agreement or on the ability of Seller Charter to perform its obligations under this Agreement or the Transaction Documents to which Seller it is a party.