Common use of No Conflict; Required Consents Clause in Contracts

No Conflict; Required Consents. (a) Except for (i) the Required Consents and (ii) filings, waivers, approvals, actions, authorization, qualifications and consents which, if not made or obtained, would not, individually or in the aggregate, have a material adverse effect on the Assets, the Systems, the Business, Seller's ability to perform its obligations under this Agreement or the other Transaction Documents to which it to a party or, to the best of Seller's knowledge, Buyer's ability to conduct the Business after the Closing in substantially the same manner in which it is currently conducted by Seller, no consent, waiver, approval, action or authorization of, or filing, registration or qualification with, any Governmental Authority is required to be made or obtained by Seller in connection with the execution, delivery and performance of this Agreement or the other Transaction Documents to which it is a party. (b) Except as described on Schedule 5.3, the execution, delivery, and ------------ performance by Seller of this Agreement and each other Transaction Document to which it is a party do not and will not (a) conflict with or violate any provision of the limited partnership agreement of Seller; (b) violate any provision of any Legal Requirement; (c) (i) conflict with, violate, result in a breach of, or constitute a default under (without regard to requirements of notice, passage of time or elections of any Persons), (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, any Contract, agreement, or understanding to which Seller is a party or by which Seller or any of the Assets is bound or affected or (d) result in the creation or imposition of any Lien or other encumbrance of any nature whatsoever against or upon any of the Assets; provided that, with respect to (c) and (d) of this Section 5.3, such prohibition shall not apply to a conflict, violation, breach, default, consent or filing that would not impair the ability of Seller to perform hereunder or that would not have an adverse effect on any of the Assets or the financial condition or business of any of the Systems or the Business. Except as described on Schedule 5.3, no approval, application, filing, ------------ registration, contract or other action of any Person is required to enable Seller to take advantage of the rights and privileges intended to be conferred by any License or Franchise.

No Conflict; Required Consents. (a) Except for (i) Other than the Required Consents and (ii) filings, waiversconsents, approvals, actions, authorization, qualifications ------------------------------ authorizations and consents which, if not made or obtained, would not, individually or in the aggregate, have a material adverse effect other actions listed on the AssetsSchedule 4.4, the Systems, the Business, Seller's ability to perform its obligations under this Agreement or the other Transaction Documents to which it to a party or, to the best of Seller's knowledge, Buyer's ability to conduct the Business after the Closing in substantially the same manner in which it is currently conducted by Seller, no consent, waiver, approval, action or authorization of, or filing, registration or qualification with, any Governmental Authority is required to be made or obtained by Seller in connection with the execution, delivery and performance of this Agreement or the other Transaction Documents to which it is a party. (b) Except as described on Schedule 5.3, the execution, delivery, execution and ------------ performance delivery by Seller the Company of this Agreement and each other the Transaction Document to which it is a party Documents and the consummation by the Company of the transactions contemplated hereby and thereby do not and will not (a) conflict with require the consent, approval or violate action of, or any provision of the limited partnership agreement of Sellerfiling or notice to, any corporation, firm, person or other entity or any foreign, federal, state, or local government, court, administrative, regulatory or other governmental agency, commission or authority, or any non-governmental self-regulatory agency, commission or authority (collectively, "Governmental ------------ Authority"); (b) violate any provision the terms of any Legal Requirement; (c) (i) instrument, document or agreement to --------- which Guest Supply is a party, or by which the Business or any Assets are bound, or be in conflict with, violate, result in a breach of, of or constitute (upon the giving of notice or lapse of time or both) a default under (without regard to requirements of noticeany such instrument, passage of time document or elections of any Persons)agreement, (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, any Contract, agreement, or understanding to which Seller is a party or by which Seller or any of the Assets is bound or affected or (d) result in the creation or imposition of any Lien lien upon the Business or other encumbrance of any nature whatsoever against or upon any of the Assets; provided that, with respect to (c) and violate any applicable order, writ, injunction, decree, judgment, restriction, ruling, law, or regulation (collectively, "Laws") of any ---- Governmental Authority; or (d) violate the Certificate of this Section 5.3Incorporation, such prohibition shall not apply to a conflictBylaws, violation, breach, default, consent or filing that would not impair the ability comparable organizational document of Seller to perform hereunder or that would not have an adverse effect on any of the Assets or the financial condition or business of any of the Systems or the BusinessGuest Supply. Except as described set forth on Schedule 5.34.4, no approvalGuest Supply is not subject to, applicationor a party to, filingany mortgage, lien, ------------ registrationlease, agreement, contract instrument, order, judgment or decree or other action restriction of any Person is required to enable Seller to take advantage kind or character which would prevent or hinder the continued operation of the rights and privileges intended to be conferred by any License or FranchiseBusiness immediately after the Closing on substantially the same basis as theretofore operated.

No Conflict; Required Consents. (a) Except for (i) as set forth on Schedule 6.4, and assuming the Required Consents and (ii) filings, waivers, approvals, actions, authorization, qualifications and consents which, if not made expiration or obtained, would not, individually or in earlier termination of the aggregate, have a material adverse effect on waiting period under the AssetsHSR Act has occurred, the Systemsexecution and delivery by each AT&T Party of, its performance under and its consummation of the Businesstransactions contemplated by, Seller's ability to perform its obligations under this Agreement or and the other Transaction Documents to which it to such AT&T Party is a party or, to (the best of Seller's knowledge, Buyer's ability to conduct the Business after the Closing in substantially the same manner in which it is currently conducted execution and delivery by Seller, no consent, waiver, approval, action or authorization each other Transferred Entity and AT&T Party of, or filing, registration or qualification with, any Governmental Authority is required to be made or obtained its performance under and its consummation of the transactions contemplated by Seller in connection with the execution, delivery and performance of this Agreement or the other Transaction Documents to which it such Person is a party. (b) Except as described on Schedule 5.3, the execution, delivery, and ------------ performance by Seller of this Agreement and each other Transaction Document to which it is a party do not and will not not: (a) conflict with or violate any provision of the limited partnership agreement organizational documents of Sellersuch AT&T Party or any Transferred Entity or Retained 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, any Governmental Authority or other Person; or (d) (i) without regard to requirements of notice, lapse of time or elections of other Persons or any combination thereof, conflict with, violate, result in a breach of, of or constitute a default under (without regard to requirements of notice, passage of time or elections of any Persons)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 AT&T Party or Transferred Entity or Retained Entity under, or (iv) otherwise adversely affect the rights or obligations of any AT&T Party or other Transferred Entity or Retained Entity under any AT&T Systems Contract, agreement, AT&T Systems Franchise or understanding to which Seller is a party or by which Seller or any of the Assets is bound or affected AT&T Systems License; or (de) result in the creation or imposition of any Lien upon any AT&T Asset or other encumbrance any securities of any nature whatsoever against or upon any Transferred Entity, subject to such exceptions for purposes of the Assets; provided thatclauses (b), with respect to (c), (d) and (de) of this Section 5.3above as would not, such prohibition shall not apply individually or in the aggregate, reasonably be expected to have a conflict, violation, breach, default, consent Material Adverse Effect or filing that would not impair a material adverse effect on the ability of Seller the Transferred Entities or the AT&T Parties to perform hereunder or that would not have an adverse effect on any of the Assets their obligations under this Agreement or the financial condition or business of any of the Systems or the Business. Except as described on Schedule 5.3, no approval, application, filing, ------------ registration, contract or other action of any Person is required to enable Seller to take advantage of the rights and privileges intended to be conferred by any License or FranchiseTransaction Documents.

No Conflict; Required Consents. (a) Except for (i) the Required Consents for, and (ii) filings, waivers, approvals, actions, authorization, qualifications and consents which, if not made or obtained, would not, individually or in the aggregate, have a material adverse effect on the Assetssubject to receipt of, the SystemsCentury Required Consents, all of which are listed on SCHEDULE 5.3, the BusinessTCI Required Consents, Seller's ability any Consents necessary to perform its obligations consummate the Contribution, and the notification and expiration or earlier termination of the waiting period under the HSR Act, the execution and delivery by the Partnership, the performance of the Partnership under, and the consummation of the transactions contemplated by, this Agreement or and the other Transaction Documents to which it to a party or, to the best of Seller's knowledge, Buyer's ability to conduct the Business after the Closing in substantially the same manner in which it is currently conducted by Seller, no consent, waiver, approval, action or authorization of, or filing, registration or qualification with, any Governmental Authority is required to be made or obtained by Seller in connection with the execution, delivery and performance of this Agreement or the other Transaction Documents to which it is a party. (b) Except as described on Schedule 5.3, the execution, delivery, and ------------ performance by Seller of this Agreement and each other Transaction Document to which it Partnership is a party do not and will not not: (a) conflict with or violate any provision of the limited its partnership agreement of Selleragreement; (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, of or constitute a default under (without regard to requirements of notice, passage lapse of time or elections of other Persons or any Personscombination 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 its performance of Seller under, any Contract, agreement, or understanding to which Seller is a party or by which Seller or any of the Assets is bound or affected or (div) result in the creation or imposition of any Lien under any Century System Franchise, Century System License or any Century System Contract or other encumbrance of any nature whatsoever against or upon instrument evidencing any of the Assets; provided thatCentury Assets to which Century is party or by which Century or any of its assets is bound or affected and which will be assigned to the Partnership, with respect to except for purposes of clauses (c) and (d) of this Section 5.3such consents, approvals, authorizations and filings that, if not obtained or made, would not, and such prohibition shall not apply to violations, conflicts, breaches, defaults, terminations, suspensions, modifications and accelerations as would not, individually or in the aggregate, have a conflict, violation, breach, default, consent or filing that would not impair the ability of Seller to perform hereunder or that would not have an material adverse effect on any of the Assets Century System, Century's Cable Business or on its ability to perform its obligations under this Agreement or the financial condition or business of any of the Systems or the Business. Except as described on Schedule 5.3, no approval, application, filing, ------------ registration, contract or other action of any Person Transaction Documents to which it is required to enable Seller to take advantage of the rights and privileges intended to be conferred by any License or Franchisea party.

No Conflict; Required Consents. (a) Except for (i) the Required Consents and (ii) filingsas set forth in Schedule 2.3, waivers, approvals, actions, authorization, qualifications and consents which, if not made or obtained, would not, individually or in the aggregate, have a material adverse effect on the Assets, the Systems, the Business, Seller's ability to perform its obligations under this Agreement or the other Transaction Documents to which it to a party or, to the best of Seller's knowledge, Buyer's ability to conduct the Business after the Closing in substantially the same manner in which it is currently conducted by Seller, no consent, waiver, approval, action or authorization of, or filing, registration or qualification with, any Governmental Authority is required to be made or obtained by Seller in connection with neither the execution, delivery and or performance of this Agreement or the Seller Documents nor the consummation by the Seller of the transactions contemplated hereby or thereby will (a) conflict with or result in any breach of any provision of the Certificate of Incorporation or Bylaws of the Seller, (b) require any filing with or notification to, or permit, authorization, consent or approval of, any Governmental Entity (as defined in Section 6.14) or other Transaction Documents Person, except where the failure to make any such filing or notification, or obtain any such permit, authorization, consent or approval could not reasonably be expected to have a Seller Material Adverse Effect (as defined in Section 6.14), or (c) subject to making the filings with and notifications to, and obtaining the permits, authorizations, consents and approvals of, the Persons set forth on Schedule 2.3: (i) conflict with or violate any law, rule or regulation applicable to the Seller or any of the Transferred Assets, (ii) conflict with, result in a violation or breach of, constitute a default (or an event that with notice or lapse of time or both could become a default) or give rise to or result in any loss of benefit or right of termination, amendment or acceleration under any note, bond, mortgage, lien, indenture, lease, license, contract, agreement or other instrument or obligation (written or oral) to which it the Seller is a partyparty or by which any its assets, business or affairs (including the Transferred Assets) may be bound, or (iii) result in or require the creation or imposition of, or result in the acceleration of, any indebtedness or Encumbrance of any nature upon, or with respect to, the Seller or any of the Transferred Assets. (b) Except as described on set forth in Schedule 5.32.3, neither the execution, delivery, and ------------ delivery or performance by Seller of this Agreement and each other Transaction Document to which it is a party do not and or the Seller Documents or the Parent Documents nor the consummation by the Parent or the Seller of the transactions contemplated hereby or thereby will not (a) conflict with or violate result in any breach of any provision of the limited partnership agreement Certificate of Seller; Incorporation or Bylaws of the Parent, (b) violate require any provision of filing with or notification to, or permit, authorization, consent or approval of, any Legal Requirement; Governmental Entity or other Person, except where the failure to make any such filing or notification, or obtain any such permit, authorization, consent or approval could not reasonably be expected to have a Seller Material Adverse Effect, or (c) ) subject to making the filings with and notifications to, and obtaining the permits, authorizations, consents and approvals of, the Persons set forth on Schedule 2.3: (i) conflict with or violate any law, rule or regulation applicable to the Parent or any of the Transferred Assets, (ii) conflict with, violate, result in a violation or breach of, or constitute a default under (without regard to requirements of notice, passage or an event that with notice or lapse of time or elections of any Persons), (iiboth could become a default) permit or give rise to or result in the any loss of benefit or right of termination, suspension amendment or modification ofacceleration under any note, bond, mortgage, lien, indenture, lease, license, contract, agreement or other instrument or obligation (iiiwritten or oral) result in the acceleration of (or give any Person the right to accelerate) the performance of Seller under, any Contract, agreement, or understanding to which Seller the Parent is a party or by which Seller any its assets, business or affairs or any of the Transferred Assets is bound or affected may be bound, or (diii) result in or require the creation or imposition of of, or result in the acceleration of, any Lien indebtedness or other encumbrance Encumbrance of any nature whatsoever against upon, or upon with respect to, the Parent or any of the Transferred Assets; provided that, with respect to (c) and (d) of this Section 5.3, such prohibition shall not apply to a conflict, violation, breach, default, consent or filing that would not impair the ability of Seller to perform hereunder or that would not have an adverse effect on any of the Assets or the financial condition or business of any of the Systems or the Business. Except as described on Schedule 5.3, no approval, application, filing, ------------ registration, contract or other action of any Person is required to enable Seller to take advantage of the rights and privileges intended to be conferred by any License or Franchise.