Common use of REPRESENTATIONS AND WARRANTIES OF COMCAST Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF COMCAST. Comcast represents and warrants to TWC that: (a) Comcast is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania, and has full power and authority to execute, deliver and perform this Agreement and the performance of Comcast's obligations hereunder have been duly authorized by all necessary corporate action on the part of Comcast; (b) this Agreement has been duly executed and delivered by Comcast and, assuming the due execution and delivery thereof by TWC, is a valid and binding obligation of such Comcast, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and by general principles of equity; (c) except for compliance with the 1934 Act and the HSR Act, and customary FCC and franchising authority approvals and assuming consummation of the Closing (as defined in the Comcast/Adelphia Purchase Agreement (as defined in the Exchange Agreement)) and the transactions contemplated by the Exchange Agreement, the execution and delivery of this Agreement and the performance of Comcast's obligations hereunder do not and will not (to Comcast's knowledge, to the extent relating to the Comcast Exchange Systems) (i) require any material consent, approval or authorization of, or any registration, qualification or filing with, any governmental agency or authority or any other person or (ii) conflict with or result in a material breach or violation of (A) any material agreement to which Comcast or any of its affiliates is a party or (B) any applicable law or regulation that is material; (d) there is no material litigation, governmental or other proceeding, investigation or controversy pending or, to Comcast's knowledge, threatened against Comcast or its affiliates relating to the Exchange that could reasonably be expected to materially interfere with the Exchange; (f) if Comcast exercises the Option, to Comcast's knowledge Comcast, as of the Closing, will own 100% of ownership interests in each Comcast Exchange System and, assuming compliance with the matters referred to in clause (c) above, will have the right to transfer to TWC 100% of the ownership interests in such Comcast Exchange System, free and clear of any material liens or other restrictions or limitations.

REPRESENTATIONS AND WARRANTIES OF COMCAST. Comcast represents ----------------------------------------- and warrants to TWC the Xxxxx Entities that: , as of the date hereof and the Closing Date (except for the representation contained in Section 6(c) and clause (ii) of Section 6(d) which representation is made only as of the date hereof): (a) Comcast is a corporation has been duly organized, and is validly existing and in good standing under the laws of the Commonwealth jurisdiction of Pennsylvania, its incorporation and has full all powers and all material governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted. (b) The execution, delivery and performance by Comcast of this Agreement are within Comcast's power and authority to execute, deliver and perform this Agreement and the performance of Comcast's obligations hereunder have been duly authorized by all necessary corporate action on the part of Comcast; (b) this . This Agreement has been duly executed and delivered by Comcast andComcast, and assuming the due execution accuracy of the representations and delivery thereof by TWCwarranties of the Xxxxx Entities contained herein, is a valid and binding obligation agreement of such Comcast, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and by general principles of equity; . (c) except for Assuming the accuracy of the Xxxxx Entities' representations and warranties contained herein, the execution, delivery and performance by Comcast of this Agreement requires no action by Comcast in respect of, or filing by Comcast with, any Governmental Authority other than (i) compliance with the 1934 Act and any applicable requirements of the HSR Act, (ii) filings with respect to franchises of the intercable group entities and customary FCC (iii) any such action or filing as to which the failure to make or obtain would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of comcast to consummate the transactions contemplated hereby or perform its obligations hereunder. (d) The execution, delivery and franchising authority approvals performance by Comcast of this Agreement does not: (i) violate its articles of incorporation or bylaws, (ii) assuming the accuracy of the representations and warranties of the Xxxxx Entities contained herein, violate any applicable law, rule, regulation, judgment, injunction, order or decree binding on Comcast, (iii) assuming the accuracy of the representations and warranties of the Xxxxx Entities contained herein, and assuming consummation of that the Closing Intercable Group Entities have all powers, licenses, authorizations, permits, consents and approvals required to carry on their businesses as now conducted, require any consent or other action by any Person under, or constitute a default under, any material agreement or other instrument binding upon Comcast, or (as defined iv) result in the creation or imposition of any Lien on any material asset of Comcast/Adelphia Purchase Agreement (as defined , except in the Exchange Agreementcase of clauses (ii), (iii) and (iv), to the extent that any such violation, failure to obtain any such consent or other action, default, right, loss or Lien would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Comcast to consummate the transactions contemplated hereby or perform its obligations hereunder. (e) There is no investment banker, broker, finder or other intermediary which has been retained by or is authorized to act on behalf of Comcast or its Affiliates who might be entitled to any fee or commission from any Xxxxx Entity or any Intercable Group Entity in connection with the transactions contemplated by the Exchange this Agreement, the execution and delivery of this Agreement and the performance of Comcast's obligations hereunder do not and will not (to Comcast's knowledge, to the extent relating to the Comcast Exchange Systems) (i) require any material consent, approval or authorization of, or any registration, qualification or filing with, any governmental agency or authority or any other person or (ii) conflict with or result in a material breach or violation of (A) any material agreement to which Comcast or any of its affiliates is a party or (B) any applicable law or regulation that is material; (d) there is no material litigation, governmental or other proceeding, investigation or controversy pending or, to Comcast's knowledge, threatened against Comcast or its affiliates relating to the Exchange that could reasonably be expected to materially interfere with the Exchange; (f) if Comcast exercises the Option, to Comcast's knowledge Comcast, as of the Closing, will own 100% of ownership interests in each Comcast Exchange System and, assuming compliance with the matters referred to in clause (c) above, will have the right to transfer to TWC 100% of the ownership interests in such Comcast Exchange System, free and clear of any material liens or other restrictions or limitations.

REPRESENTATIONS AND WARRANTIES OF COMCAST. Comcast hereby represents and warrants to TWC that: Radio One, the Parent and the Network, effective as of the date hereof and as of the Closing Date, as follows: (a) Comcast is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, has all organizational powers to carry on its business as now conducted and, except as would not have a material adverse effect on Comcast’s ability to consummate the Commonwealth transactions contemplated by this Agreement, has all governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted. (b) This Agreement has been executed by a duly authorized officer on behalf of PennsylvaniaComcast and the execution, delivery and performance hereof by Comcast has been duly authorized by all required limited liability company and other action. (c) Comcast has full power and authority to execute, deliver and perform enter into this Agreement (and the performance of Comcast's obligations hereunder have been duly authorized by all necessary corporate action on the part of Comcast; (b) this Agreement has been duly other agreements and instruments to be executed and delivered by Comcast andat Closing pursuant to this Agreement) and to consummate the transactions contemplated hereby (and thereby), assuming and the due execution and delivery thereof by TWCComcast of, is a and the performance by Comcast of its obligations under, this Agreement (and such other agreements and instruments) will result in valid and legally binding obligation obligations of such Comcast, enforceable against Comcast in accordance with its termsthe respective terms and provisions hereof (and thereof), except as enforceability may be limited by subject to the effect of bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting the rights and remedies of creditors generally and by of general principles of equity; . (cd) except for compliance with the 1934 Act and the HSR Act, and customary FCC and franchising authority approvals and assuming consummation of the Closing (as defined in the Comcast/Adelphia Purchase Agreement (as defined in the Exchange Agreement)) and the transactions contemplated by the Exchange Agreement, the The execution and delivery of this Agreement by Comcast of, and the performance by Comcast of Comcast's its obligations hereunder do under, this Agreement (and the other agreements and instruments to be executed and delivered by Comcast at Closing pursuant to this Agreement) (i) does not and will not result in a breach of any of the terms, conditions or provisions of, or constitute a default under (A) any governing instrument of Comcast, (B) (1) any note, credit agreement, mortgage, indenture or other evidence of indebtedness, or any lease or other agreement or understanding, or (2) any license, permit or franchise, in either case to which Comcast is a party or by which it is bound or to which any of its properties or assets are subject, (ii) does not require any authorization or approval under or pursuant to any of the matters set forth in (A) or (B) above (other than such authorizations or approvals which have been obtained on or prior to the date hereof), or (iii) does not violate, in any material respect, any statute, regulation, law, order, injunction or decree to which Comcast is subject. (e) There is no litigation, investigation or other proceeding pending or, to Comcast's ’s knowledge, threatened, against Comcast which, if adversely determined, would adversely affect Comcast’s ability to perform its obligations under this Agreement (or the extent relating other agreements and instruments to the be executed and delivered by Comcast Exchange Systemsat Closing pursuant to this Agreement). (if) require any material No consent, approval or authorization of, or any registrationfiling, registration or qualification or filing with, any court or governmental agency authority is required on the part of Comcast for the execution and delivery of this Agreement (or authority the other agreements and instruments to be executed and delivered by Comcast at Closing pursuant to this Agreement) or any other person or (ii) conflict with or result in a material breach or violation of (A) any material agreement to which the performance by Comcast or any of its affiliates is a party obligations under this Agreement (or (B) any applicable law such other agreements and instruments), other than such consents, approvals, authorizations, filings, registrations or regulation that is material; (d) there is no material litigation, governmental qualifications which have been obtained on or other proceeding, investigation or controversy pending or, to Comcast's knowledge, threatened against Comcast or its affiliates relating prior to the Exchange that could reasonably be expected date hereof. (g) Comcast has the right to materially interfere with sell and assign the Exchange; Comcast Units to Radio One pursuant to this Agreement. (fh) if Comcast exercises holds good and marketable title to the Option, to Comcast's knowledge Comcast, Comcast Units as of the Closingdate hereof. (i) The Comcast Units being transferred to Radio One are, and at Closing will own 100% of ownership interests in each Comcast Exchange System and, assuming compliance with the matters referred to in clause (c) above, will have the right to transfer to TWC 100% of the ownership interests in such Comcast Exchange Systembe, free and clear of any material liens and all liens, encumbrances and interests or rights of other restrictions or limitationspersons (except as provided in the Operating Agreement).

REPRESENTATIONS AND WARRANTIES OF COMCAST. Comcast represents and warrants to TWC the Xxxxx Entities that: , as of the date hereof and the Closing Date (except for the representation contained in Section 6(c) and clause (ii) of Section 6(d) which representation is made only as of the date hereof): (a) Comcast is a corporation has been duly organized, and is validly existing and in good standing under the laws of the Commonwealth jurisdiction of Pennsylvania, its incorporation and has full all powers and all material governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted. (b) The execution, delivery and performance by Comcast of this Agreement are within Comcast's power and authority to execute, deliver and perform this Agreement and the performance of Comcast's obligations hereunder have been duly authorized by all necessary corporate action on the part of Comcast; (b) this . This Agreement has been duly executed and delivered by Comcast andComcast, and assuming the due execution accuracy of the representations and delivery thereof by TWCwarranties of the Xxxxx Entities contained herein, is a valid and binding obligation agreement of such Comcast, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and by general principles of equity; . (c) except for Assuming the accuracy of the Xxxxx Entities' representations and warranties contained herein, the execution, delivery and performance by Comcast of this Agreement requires no action by Comcast in respect of, or filing by Comcast with, any Governmental Authority other than (i) compliance with the 1934 Act and any applicable requirements of the HSR Act, (ii) filings with respect to Franchises of the Intercable Group Entities and customary FCC (iii) any such action or filing as to which the failure to make or obtain would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Comcast to consummate the transactions contemplated hereby or perform its obligations hereunder. (d) The execution, delivery and franchising authority approvals performance by Comcast of this Agreement does not: (i) violate its articles of incorporation or bylaws, (ii) assuming the accuracy of the representations and warranties of the Xxxxx Entities contained herein, violate any applicable law, rule, regulation, judgment, injunction, order or decree binding on Comcast, (iii) assuming the accuracy of the representations and warranties of the Xxxxx Entities contained herein, and assuming consummation of that the Closing Intercable Group Entities have all powers, licenses, authorizations, permits, consents and approvals required to carry on their businesses as now conducted, require any consent or other action by any Person under, or constitute a default under, any material agreement or other instrument binding upon Comcast, or (as defined iv) result in the creation or imposition of any Lien on any material asset of Comcast/Adelphia Purchase Agreement (as defined , except in the Exchange Agreementcase of clauses (ii), (iii) and (iv), to the extent that any such violation, failure to obtain any such consent or other action, default, right, loss or Lien would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Comcast to consummate the transactions contemplated hereby or perform its obligations hereunder. (e) There is no investment banker, broker, finder or other intermediary which has been retained by or is authorized to act on behalf of Comcast or its Affiliates who might be entitled to any fee or commission from any Xxxxx Entity or any Intercable Group Entity in connection with the transactions contemplated by the Exchange this Agreement, the execution and delivery of this Agreement and the performance of Comcast's obligations hereunder do not and will not (to Comcast's knowledge, to the extent relating to the Comcast Exchange Systems) (i) require any material consent, approval or authorization of, or any registration, qualification or filing with, any governmental agency or authority or any other person or (ii) conflict with or result in a material breach or violation of (A) any material agreement to which Comcast or any of its affiliates is a party or (B) any applicable law or regulation that is material; (d) there is no material litigation, governmental or other proceeding, investigation or controversy pending or, to Comcast's knowledge, threatened against Comcast or its affiliates relating to the Exchange that could reasonably be expected to materially interfere with the Exchange; (f) if Comcast exercises the Option, to Comcast's knowledge Comcast, as of the Closing, will own 100% of ownership interests in each Comcast Exchange System and, assuming compliance with the matters referred to in clause (c) above, will have the right to transfer to TWC 100% of the ownership interests in such Comcast Exchange System, free and clear of any material liens or other restrictions or limitations.

REPRESENTATIONS AND WARRANTIES OF COMCAST. Comcast represents and warrants to TWC that: (a) Comcast is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania, and has full power and authority to execute, deliver and perform this Agreement and the performance of Comcast's ’s obligations hereunder have been duly authorized by all necessary corporate action on the part of Comcast; (b) this Agreement has been duly executed and delivered by Comcast and, assuming the due execution and delivery thereof by TWC, is a valid and binding obligation of such Comcast, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and by general principles of equity; (c) except for compliance with the 1934 Act and the HSR Act, and customary FCC and franchising authority approvals and assuming consummation of the Closing (as defined in the Comcast/Adelphia Purchase Agreement (as defined in the Exchange Agreement)) and the transactions contemplated by the Exchange Agreement, the execution and delivery of this Agreement and the performance of Comcast's ’s obligations hereunder do not and will not (to Comcast's ’s knowledge, to the extent relating to the Comcast Exchange Systems) ) (i) require any material consent, approval or authorization of, or any registration, qualification or filing with, any governmental agency or authority or any other person or (ii) conflict with or result in a material breach or violation of (A) any material agreement to which Comcast or any of its affiliates is a party or (B) any applicable law or regulation that is material; (d) there is no material litigation, governmental or other proceeding, investigation or controversy pending or, to Comcast's ’s knowledge, threatened against Comcast or its affiliates relating to the Exchange that could reasonably be expected to materially interfere with the Exchange; (f) if Comcast exercises the Option, to Comcast's ’s knowledge Comcast, as of the Closing, will own 100% of ownership interests in each Comcast Exchange System and, assuming compliance with the matters referred to in clause (c) above, will have the right to transfer to TWC 100% of the ownership interests in such Comcast Exchange System, free and clear of any material liens or other restrictions or limitations.