Common use of No Conflict; Required Consents Clause in Contracts

No Conflict; Required Consents. Except for, and subject to receipt of, the TCI Required Consents, all of which are listed on Schedule 6.3, the Insight Required Consents, all consents, authorizations and approvals 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 TCI, the performance of TCI under, and the consummation of the transactions contemplated by, this Agreement and the Transaction Documents to which TCI is a party do not and will not: (a) conflict with or violate any provision of charter or bylaws, partnership agreement or limited liability company agreement; (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) 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 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 TCI under, (iv) result in the creation or imposition of any Lien under any TCI System Franchise, TCI System License or any TCI System Contract or other instrument evidencing any of the TCI Assets or by which TCI or any of its assets is bound or affected, except for purposes of 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 and accelerations as would not, individually or in the aggregate, have a material adverse effect on any TCI System, TCI's Cable Business or on the ability of TCI to perform its obligations under this Agreement or the Transaction Documents to which TCI is a party.

No Conflict; Required Consents. Except for, and subject to receipt of, the TCI Insight Required Consents, all of which are will be listed on Schedule 6.35.3 when delivered pursuant to Section 7.6, and the Insight TCI Required Consents, all consents, authorizations and approvals 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 TCIInsight, the performance of Insight under (and for purposes of clauses (c) and (d), the performance of TCI under), and the consummation by Insight (and for purposes of clauses (c) and (d), the consummation by TCI) of the transactions contemplated by, this Agreement and the Transaction Documents to which TCI is a party do not and will not: (a) conflict with or violate any provision of charter or bylaws, partnership Insight's agreement or of limited liability company agreementpartnership; (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) 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 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 TCI Insight under, (iv) result in the creation or imposition of any Lien under any TCI System Franchiseagreement to which Insight, TCI System License the InterMedia Companies or any TCI System Contract or other instrument evidencing any of the TCI Assets TCI/Insight LLC is bound or by which TCI or any of its assets it is bound or affected, except for purposes of clauses (c) and (d) such consents, approvals, authorizations and filings, filings that, if not obtained or made, would not, and such violations, conflicts, breaches, defaults, terminations, suspensions, modifications and accelerations as would not, individually or in the aggregate, have a material adverse effect on TCI, any TCI System, of the InterMedia Companies or TCI's Cable Business /Insight LLC or on the ability of Insight or TCI to perform its obligations under this Agreement or the Transaction Documents to which TCI is a partyAgreement.

No Conflict; Required Consents. Except for, and subject to receipt of, the TCI Insight Required Consents, all of which are listed on Schedule 6.35.3, the Insight 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 TCIInsight, the performance of TCI Insight under, and the consummation of the transactions contemplated by, this Agreement and the Transaction Documents to which TCI Insight is a party do not and will not: (a) conflict with or violate any provision of charter or bylaws, partnership its agreement or of limited liability company agreementpartnership; (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) (id)(i) 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 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 TCI Insight under, (iv) result in the creation or imposition of any Lien under any TCI Insight System Franchise, TCI Insight System License or any TCI Insight System Contract or other instrument evidencing any of the TCI Insight Assets or by which TCI Insight or any of its assets is bound or affected, except for purposes of clauses (c) and (d) such consents, approvals, authorizations and filings, filings that, if not obtained or made, would not, and 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 TCI Insight System, TCIInsight's Cable Business or on the ability of TCI Insight to perform its obligations under this Agreement or the Transaction Documents to which TCI Insight is a party.

No Conflict; Required Consents. Except for, and subject to receipt of, the TCI Required Consents, all of which are will be listed on Schedule 6.36.3 when delivered pursuant to Section 7.6, and the Insight Required Consents, all consents, authorizations and approvals 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 TCI, the performance of TCI under, and the consummation of the transactions contemplated by, this Agreement and the Transaction Documents to which TCI is a party do not and will not: (a) conflict with or violate any provision of charter or bylaws, partnership agreement or TCI's limited liability company agreement; (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) 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 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 TCI under, (iv) result in the creation or imposition of any Lien under any TCI System Franchise, TCI System License or any TCI System Contract or other instrument evidencing any of the TCI Assets or by agreement to which TCI is individually a party (other than agreements related to its status as a partner in ICP-VI or any of its assets is bound or affectedas a member in TCI/Insight LLC) bound, except for purposes of 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 and accelerations as would not, individually or in the aggregate, have a material adverse effect on Insight, any TCI System, of the InterMedia Companies or TCI's Cable Business /Insight LLC or on the ability of TCI to perform its obligations under this Agreement or the Transaction Documents to which TCI is a partyAgreement.

No Conflict; Required Consents. Except for, and subject to receipt of, the TCI Required Consents, all of which are listed as set forth on Schedule 6.3, the Insight Required Consents, all consents, authorizations and approvals for Insight to transfer the Exchange Assets to the Company assuming any consents referenced on Schedule 5.3 have been obtained and the notification and expiration or earlier termination of the waiting period under the HSR ActAct has occurred, the execution and delivery by TCICharter of, the its performance of TCI under, and the its consummation of the transactions contemplated by, this Agreement and the Transaction Documents to which TCI is a party do not and will not: (a) conflict with or violate any provision of charter or bylaws, partnership agreement or limited liability company agreementthe organizational documents of Charter; (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) 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 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 TCI Charter under, or (iv) result in the creation or imposition of any Lien under any TCI System Franchise, TCI System License or any TCI System Contract instrument or other instrument evidencing any of the TCI Assets agreement to which Charter is a party or by which TCI Charter or any of its assets is bound or affected, except for purposes of clauses (c) and (d) such consents, approvals, authorizations and filings, filings that, if not obtained or made, would not, and such violations, conflicts, breaches, defaults, terminations, suspensions, modifications and accelerations as would not, individually or in the aggregate, have a material an adverse effect on any TCI System, TCI's Cable Business or on the its ability of TCI to perform its obligations under this Agreement or the Transaction Documents to which TCI is a partyDocuments.

No Conflict; Required Consents. Except for, and subject to receipt of, the TCI Required Consents, all of which are listed on Schedule SCHEDULE 6.3, and the Insight Century Required Consents, all consents, authorizations and approvals for Insight to transfer the Exchange Assets to the Company Consents and the notification and an9d expiration or earlier termination of the waiting period under the HSR Act, the execution and delivery by TCI, the performance of TCI under, and the consummation of the transactions contemplated by, this Agreement and the Transaction Documents to which TCI is a party do not and will not: (a) conflict with or violate any provision of its charter or bylaws, partnership agreement or limited liability company agreement; (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) 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 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 TCI under, (iv) result in the creation or imposition of any Lien under any TCI System Franchise, TCI System License or any TCI System Contract or other instrument evidencing any of the TCI Assets or by which TCI or any of its assets is bound or affected, except for purposes of 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 and accelerations as would not, individually or in the aggregate, have a material adverse effect on any TCI System, TCI's Cable Business or on the ability of TCI to perform its obligations under this Agreement or the Transaction Documents to which TCI is a party.

No Conflict; Required Consents. Except for, and subject to receipt of, for the TCI Cable One Required Consents, all of which are listed on Schedule 6.3SCHEDULE 5.3, the Insight TCA Required Consents, all consents, authorizations and approvals for Insight to transfer the Exchange Assets to the Company Consents and the HSR notification and the expiration or earlier termination of the waiting period under the HSR Act, the execution and delivery by TCICable One of, the performance of TCI Cable One under, and the consummation by Cable One of the transactions contemplated by, this Agreement and the Transaction Documents to which TCI it is a party do not and will not: (a) conflict with or violate any provision of the charter or bylaws, partnership agreement or limited liability company agreementbylaws of Cable 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, any Governmental Authority or other Person; or (d) (i) 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 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 TCI Cable One under, (iv) result in the creation or imposition of any Lien under under, any TCI System Franchise, TCI System License or any TCI System Cable One Systems Contract or other instrument evidencing any of the TCI Cable One Assets or by which TCI Cable One or any of its assets is bound or affected, except for purposes of clauses (c) and (d) such consents, approvals, authorizations and filings, filings that, if not obtained or made, would not, and 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 TCI Cable One System, TCICable One's Cable Business or Cable One or on the ability of TCI Cable One to perform its obligations under this Agreement or the Transaction Documents to which TCI it is a party.

No Conflict; Required Consents. Except for, and subject to receipt of, for the TCI ------------------------------ Required Consents, all of which are listed on Schedule SCHEDULE 6.3, and the Insight Xxxxx Required Consents, all consents, authorizations and approvals for Insight to transfer the Exchange Assets to the Company Consents and the notification and expiration or earlier termination of the waiting period under the HSR ActHSR, the execution and delivery by TCI, the performance of TCI under, and the consummation by TCI of the transactions contemplated by, this Agreement and the Transaction Documents to which TCI is a party do not and will not: (a) conflict with or violate any provision of its charter or bylaws, partnership agreement or limited liability company agreement; (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) conflict with, violate, violate or result in a breach of or constitute a default under (without regard to requirements of notice, lapse of time or elections of 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 TCI under, (iv) result in the creation or imposition of any Lien under any TCI System Franchise, TCI System License Contract or any TCI System Contract or other instrument evidencing any of the TCI Assets or by which TCI or any of its assets is bound or affected, except for purposes of clauses (c) and this clause (d) such consents, approvals, authorizations and filings, that, if not obtained or made, would not, and 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 TCI System, TCI's the TCI Cable Business or TCI or on the ability of TCI to perform its obligations under this Agreement or the Transaction Documents to which TCI is a party.

No Conflict; Required Consents. Except for, and subject to receipt ------------------------------ of, the TCI Insight Required Consents, all of which are listed on Schedule 6.35.3, and the Insight AT&T Required Consents, all consents, authorizations and approvals for Insight to transfer the Exchange Assets to the Company Consents and the notification and expiration or earlier termination of the waiting period under the HSR ActAct and except as otherwise disclosed on Schedule 5.3, the execution and delivery by TCIInsight, the performance of TCI Insight under, and the consummation of the transactions contemplated by, this Agreement and the Transaction Documents to which TCI Insight is a party do not and will not: (a) conflict with or violate any provision of charter or bylaws, partnership its agreement or of limited liability company agreementpartnership; (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) 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 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 TCI Insight under, (iv) result in the creation or imposition of any Lien under any TCI Insight System Franchise, TCI Insight System License or any TCI Insight System Contract or other instrument evidencing any of the TCI Insight Assets or by which TCI Insight or any of its assets is bound or affected, except for purposes of clauses (c) and (d) such consents, approvals, authorizations and filings, filings that, if not obtained or made, would not, and 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 TCI Insight System, TCIInsight's Cable Business or on the ability of TCI Insight to perform its obligations under this Agreement or the Transaction Documents to which TCI Insight is a party.