Common use of No Conflicts; Required Consents Clause in Contracts

No Conflicts; Required Consents. Except for the Required ------------------------------- Consents, the execution and delivery by Buyer, the performance of Buyer under, and the consummation of the transactions contemplated by, this Agreement and the Transaction Documents to which Buyer is a party do not and will not (a) violate any provision of the charter or bylaws of Buyer, (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 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, modification of, (iii) result in the acceleration of (or give any Person the right to accelerate) the performance of Buyer under, or (iv) result in the creation or imposition of any Encumbrance under, any instrument or other agreement to which Buyer is a party or by which Buyer 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 the validity, binding effect or enforceability of this Agreement or on the ability of Buyer to perform its obligations under this Agreement or the Transaction Documents to which it is a party.

No Conflicts; Required Consents. Except for the Required ------------------------------- Consents, ------------------------------- the execution and delivery by Buyer, the performance of Buyer under, and the consummation of the transactions contemplated by, this Agreement and the Transaction Documents to which Buyer is a party do not and will not (a) violate any provision of the charter or bylaws of Buyer, (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 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, modification of, (iii) result in the acceleration of (or give any Person the right to accelerate) the performance of Buyer under, or (iv) result in the creation or imposition of any Encumbrance under, any instrument or other agreement to which Buyer is a party or by which Buyer 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 the validity, binding effect or enforceability of this Agreement or on the ability of Buyer to perform its obligations under this Agreement or the Transaction Documents to which it is a party.

No Conflicts; Required Consents. Except for the Required ------------------------------- Consents, the The execution and delivery by Buyer, the performance of Buyer under, and the consummation by Buyer of the transactions contemplated by, this Agreement and the Transaction Documents to which Buyer is a party do not and will not (a) violate any provision of the charter articles of incorporation or bylaws of Buyer, (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 Person, or (d) (i) violate or result in a breach of or 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, suspension or modification of, (iii) result in the acceleration of (or give any Person the right to accelerate) the performance of Buyer under, or (iv) result in the creation or imposition of any Encumbrance under, under any instrument or other agreement to which Buyer is a party or by which Buyer 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 the validity, binding effect or enforceability of this Agreement or on the ability of Buyer to perform its obligations under this Agreement or the Transaction Documents to which it is a party.

No Conflicts; Required Consents. Except for (a) Subject to the Required ------------------------------- Consentsreceipt of Competition Act Approval and TSX Approval, the execution execution, delivery and delivery performance by Buyer, the performance Purchaser of Buyer underthis Agreement and each of the Financing Commitments and each Ancillary Agreement to which the Purchaser is a party do not, and the consummation by the Purchaser of the Contemplated Transactions and the transactions contemplated by, this Agreement and the Transaction Documents to which Buyer is a party do not and will not (a) violate any provision under each of the charter or bylaws of BuyerFinancing Commitments will not, (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) conflict with, violate or result in a breach of any provision of the Purchaser’s Organizational Documents, (ii) conflict with, violate or result in a breach of any Applicable Law binding upon or applicable to the Purchaser, or (iii) require any consent of, notice to or other action by any Person under, conflict with, violate, result in a breach of the terms, conditions or provisions of, constitute a default under (or an event that with or without regard to requirements of notice, notice or lapse of time or elections of any Person or any combination thereof), (iiboth would become a default) permit or result in the termination, suspension, modification of, (iii) result in the acceleration of (or give any Person the right to accelerate) the performance of Buyer under, or (iv) result in the creation give rise to any Person any rights of acceleration, amendment, termination or imposition cancellation or to cause a loss of any Encumbrance rights under, any instrument or other agreement material Contract to which Buyer the Purchaser is a party or by which Buyer the Purchaser or any of its material assets or properties is bound or affectedbound, except for purposes other than, in the case of this clause (di), (ii) or (iii) above, any such violations, conflicts, breaches, defaults, terminations, suspensions, modifications items that have not had and accelerations as would notnot reasonably be expected to have, individually or in the aggregate, have a material adverse effect on the validity, binding effect or enforceability of this Agreement or on the Purchaser’s ability of Buyer to perform its obligations under this Agreement hereunder or the Transaction Documents Purchaser’s ability to which it is a partytimely consummate the Contemplated Transactions and the transactions contemplated under each of the Financing Commitments.

No Conflicts; Required Consents. Except for the Required ------------------------------- Consents, the execution and delivery by Buyer, the performance of Buyer under, and the consummation of the transactions contemplated by, this Agreement and the Transaction Documents to which Buyer is a party do not and will not (a) violate any provision of the charter or bylaws limited partnership agreement of Buyer, (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 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, modification of, (iii) result in the acceleration of (or give any Person the right to accelerate) the performance of Buyer under, or (iv) result in the creation or imposition of any Encumbrance under, any instrument or other agreement to which Buyer is a party or by which Buyer 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 the validity, binding effect or enforceability of this Agreement or on the ability of Buyer to perform its obligations under this Agreement or the Transaction Documents to which it is a party.

No Conflicts; Required Consents. Except for as described on Schedule 4.03 or 4.26, and subject to compliance with the Required ------------------------------- ConsentsHSR Act, the execution execution, delivery and delivery performance by Buyer, the performance each applicable Comcast Entity of Buyer under, and the consummation of the transactions contemplated by, this Agreement and the Transaction Documents to which Buyer it is a party do not and will not not: (ai) conflict with or violate any provision of the organizational documents of such Comcast Entity; (ii) violate any provision of the charter or bylaws of Buyer, (b) violate any Legal Requirement; (iii) 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, constitute a default under or give rise to any third party's right(s) of first refusal or right of cancellation or termination, or accelerate or permit the acceleration of the performance required by, or otherwise adversely affect the rights or obligations of any Comcast Entity under, any Comcast Systems Contract, Comcast Systems Franchise or Comcast Systems License; (civ) result in the creation or imposition of any Lien against or upon any of the Comcast Assets other than a Permitted Lien; or (v) 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 Person, in the case of clauses (d) (i) violate or result in a breach of or constitute a default under (without regard to requirements of notice, lapse of time or elections of any Person or any combination thereofii), (ii) permit or result in the terminationiii), suspension, modification of, (iii) result in the acceleration of (or give any Person the right to accelerate) the performance of Buyer under, or (iv) result in the creation or imposition of any Encumbrance under, any instrument or other agreement to which Buyer is a party or by which Buyer or any of its assets is bound or affected, except for purposes of this clause and (dv) with only such violations, conflicts, breaches, defaults, terminations, suspensions, modifications and accelerations exceptions as would not, not individually or in the aggregate, aggregate reasonably be expected to have a material adverse effect on Material Adverse Effect or materially delay or prevent the validity, binding effect or enforceability consummation of this Agreement or on the ability of Buyer to perform its obligations under this Agreement or the Transaction Documents to which it is a partytransactions contemplated hereby.

No Conflicts; Required Consents. Except for Subject to receipt of the Required ------------------------------- ConsentsConsents as described on Schedule 4 and the requirements of the HSR Act, the execution and delivery by Buyer, the performance of Buyer under, and the consummation of the transactions contemplated by, by this Agreement and the Transaction Documents to which Buyer is a party do not and will not (a) violate any provision of the charter partnership agreement or bylaws other organizational documents of Buyer, (b) violate any Legal Requirement, (c) require any consent, approval or authorization of, or filing of with or notice to, any certificate, notice, application, report or other document with any Governmental Authority or other Person (other than such consents of lenders and limited partners of Buyer as have already been obtained) or (d) (i) violate violate, conflict with or result in constitute a breach of or constitute a default under (without regard to requirements of notice, lapse passage of time or elections of any Person or any combination thereofPerson), (ii) permit or result in the termination, suspension, modification of, (iii) result in the acceleration of (or give any Person the right to accelerate) the performance of Buyer under, or (iv) result in the creation or imposition of any Encumbrance under, any instrument or other agreement to which Buyer is a party or by which Buyer 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 Buyer or on the validity, binding effect or enforceability of this Agreement or on the ability of Buyer to perform its obligations under this Agreement or the Transaction Documents to which it is a partyAgreement.

No Conflicts; Required Consents. Except for the Required ------------------------------- Consents, ------------------------------- the execution and delivery by Buyer, the performance of Buyer under, and the consummation of the transactions contemplated by, this Agreement and the Transaction Documents to which Buyer is a party do not and will not (a) violate any provision of the charter articles of incorporation or bylaws of Buyer, (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 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, modification of, (iii) result in the acceleration of (or give any Person the right to accelerate) the performance of Buyer under, or (iv) result in the creation or imposition of any Encumbrance under, any instrument or other agreement to which Buyer is a party or by which Buyer 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 the validity, binding effect or enforceability of this Agreement or on the ability of Buyer to perform its obligations under this Agreement or the Transaction Documents to which it is a party.