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 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 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 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 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 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.

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 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 The execution, delivery and performance by the Required ------------------------------ Consents, all Company of this Agreement and the Ancillary Agreements to which are listed on SCHEDULE 5.3, the execution and delivery by Seller, the performance of Seller underit is a party, and the consummation of the Merger and the other transactions contemplated byhereby and thereby (including the NERC Consolidation), this Agreement and the Transaction Documents to which Seller is a party do not and will not: (ai) violate result in a violation or breach of any provision of the Partnership Agreement of SellerCompany’s Organizational Documents; (bii) violate any Legal Requirement; (c) require any consentsubject to, approval in the case of the Merger, obtaining and the approvals referenced in Section 3.03(b), result in a violation or authorization of, or filing breach of any certificate, notice, application, report provision of any Law or other document with any Governmental Authority or other PersonOrder applicable to the Company; or (diii) (i) violate except as set forth in Section 3.03 of the Companies’ Disclosure Letter, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of or of, constitute a 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 any Company Material Contract, except in the cases of clauses (ii) and (iii), where the violation, breach, conflict, default, acceleration or failure to give any Person notice would not have a Company Material Adverse Effect. FD 36250 REDACTED AGREEMENT 57966511 v21 The execution and delivery of this Agreement by the right to accelerate) Company does not, and the performance of Seller underthis Agreement by the Company and the consummation of the Merger and the other transactions contemplated by this Agreement will not, require any action, consent, approval, authorization or permit of, or (iv) result in the creation filing with or imposition of notification to, or registration or qualification with, 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 affectedGovernmental Authority, except for purposes the Local Regulatory Approvals and applicable requirements, if any, of this clause (d) such violationsstate securities laws or “blue sky” laws, conflictsthe HSR Act, breaches, defaults, terminations, suspensions, modificationsthe STB, and accelerations filing and recordation of the Articles of Merger as required by the TBCA, the Federal Communications Commission and such other consents, approvals, authorizations, permits, filings and notifications that would not, individually or in the aggregate, not reasonably be expected to 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 partyCompany Material Adverse Effect.

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.