Common use of Required Consents, Estoppel Certificates, Franchise Renewal Clause in Contracts

Required Consents, Estoppel Certificates, Franchise Renewal. (a) Each Party will use its commercially reasonable efforts to obtain in writing as promptly as possible and at its expense, all the Required Consents and any other consent, authorization or approval required to be obtained by such Party in connection with the transactions contemplated by this Agreement, reasonably satisfactory in form and substance to the other, and deliver to the other copies of such Required Consents and such other consents, authorizations or approvals promptly after they are obtained by such Party; provided however, that each Party will afford the other Party the opportunity to review, approve and revise the form of Required Consent prior to delivery to the Party whose consent is sought. Each Party will cooperate with the other Party to obtain all Required Consents, but neither Party will be required to accept or agree or accede to any modifications or amendments to, or the imposition of any condition to the transfer of, any of the System Franchises, System Licenses, System Contracts or leases or documents evidencing Leased Property or Other Real Property Interests of its Cable Business that are not acceptable to the other in its sole discretion. Notwithstanding the foregoing, as soon as practicable after the date of this Agreement, but in any event no later than 20 days after the date of this Agreement, the parties will cooperate with each other to complete, execute and deliver, or cause to be completed, executed and delivered to the appropriate Governmental Authority, an FCC Form 394 with respect to each System Franchise as to which such Form 394 is required. (b) Each Party will use commercially reasonable efforts to obtain and cooperate with the other Party to obtain renewals or extensions of any System Franchise for which a valid notice of renewal pursuant to the formal renewal procedures established by Section 626 of the Cable Act has not been timely delivered to the appropriate (c) Notwithstanding the foregoing, no Party will have any further obligation to obtain Required Consents: (i) with respect to license agreements relating to pole attachments where the licensing Party will not consent to an assignment of such license agreement but requires that the proposed assignee enter into a new agreement with such licensing authority, in which case such Party shall use its commercially reasonable efforts to enter into such agreement prior to the Closing or as soon as practicable thereafter and the Party to the license agreement will cooperate with and assist the other Party in obtaining such agreements; provided however that the proposed assignee's commercially reasonable efforts shall not require it to take any action of the type that such Party is not required to take pursuant to Section 8.5; and (ii) for any business radio license which such Party reasonably expects can be obtained within 120 days after the Closing and so long as a temporary authorization is available to the other Party under FCC rules with respect thereto.

Required Consents, Estoppel Certificates, Franchise Renewal. (a) Each Party of TCI and Insight will use its commercially reasonable efforts to obtain in writing as promptly as possible and at its expense, all the of its Required Consents and any other consentConsents, authorization or approval required to be obtained by such Party in connection with the transactions contemplated by this Agreement, reasonably satisfactory in form and substance reasonably satisfactory to the other, and will deliver to the other copies of such Required Consents and such other consents, authorizations or approvals promptly after they are obtained by such Partyparty; provided however, however that each Party of TCI and Insight will afford the other Party the opportunity to review, approve and revise the form of Required Consent prior to delivery to the Party party whose consent is sought. Each Party of TCI and Insight will cooperate with the other Party in its efforts to obtain all its Required Consents, but neither Party the other party nor the Company will be required to accept or agree or accede to any condition to transfer of any Asset, or any modifications or amendments to, or the imposition of any condition to the transfer of, any of the System Franchises, System Licenses, System Contracts or leases or documents evidencing Leased Property or Other Real Property Interests that in either case would make, or are reasonably likely to make, the underlying instrument materially more onerous in any respect or that would materially reduce, or are reasonably likely to materially reduce, the benefits available under the instrument in respect of its Cable Business that are not acceptable which the consent relates. TCI shall make the decision as to whether the foregoing standard is met with respect to the other in its sole discretionInsight Required Consents and Insight shall make such decision with respect to the TCI Required Consents. Notwithstanding the foregoing, as As soon as practicable after the date of this Agreement, but in any event no later than 20 45 days after the date of this Agreement, the parties Insight and TCI will cooperate with each other to complete, execute and deliver, or cause to be completed, executed and delivered to the appropriate Governmental Authority, an FCC Form 394 with respect a request for such Governmental Authority's consent to transfer each System Franchise as to which such Form 394 consent is required. (b) Each Party of TCI and Insight will use its commercially reasonable efforts to obtain a certificate executed by the lessor of each parcel of its Leased Property substantially in the form of Exhibit 7.5(b), the substance of which may be included as part of the consent obtained pursuant to Section 7.5(a) (an "Estoppel Certificate"). (c) Each of TCI and Insight will use commercially reasonable efforts to obtain and cooperate with the other Party to obtain renewals or extensions of any System Franchise for which a valid notice of renewal pursuant to the formal renewal procedures established by Section 626 of the Cable Act has not been timely delivered to the appropriateappropriate Governmental Authority for a period expiring no earlier than three years after the date of this Agreement. (cd) Each of TCI and Insight will use commercially reasonable efforts to obtain and cooperate with the other to obtain renewals or extensions for a period expiring no earlier than two years after the date of this Agreement of any System Franchise which is expired or has a term of less than one year remaining as of the date of this Agreement. (e) Each of TCI and Insight will cooperate with the other in its efforts to obtain renewals or extensions of any System Franchises pursuant to Section 7.5(c) or (d), but the Company will not be required to accept or agree or accede to any renewal or extended System Franchise that contains terms that would make, or are reasonably likely to make, the System Franchise that is being renewed or extended materially more onerous in any respect or that would materially reduce, or are reasonably likely to materially reduce, the benefits available under the System Franchise that is being renewed or extended. TCI shall make the decision as to whether the foregoing standard is met with respect to the Insight System Franchises and Insight shall make such decision with respect to the TCI System Franchises. (f) Notwithstanding the foregoingSection 7.5(a), no Party neither TCI nor Insight will have any further obligation to obtain Required Consents: (i) with respect to license agreements relating to pole attachments where the licensing Party party will not not, after the assigning party's exercise of commercially reasonable efforts, consent to an assignment of such license agreement but requires that the proposed assignee Company enter into a new agreement with such licensing authority, in which case such Party the Company shall use its commercially reasonable efforts to enter into such agreement prior to the Closing or as soon as practicable thereafter and the Party party to the license agreement will cooperate with and assist the other Party Company in obtaining such agreements; provided however that the proposed assigneeCompany's commercially reasonable efforts shall not require it to take any action of the type that such Party party is not required to take pursuant to this Section 8.57.5; and (ii) for any business radio license which such Party party reasonably expects can be obtained within 120 days after the Closing and so long as a temporary authorization is available to the other Party Company under FCC rules with respect thereto.

Required Consents, Estoppel Certificates, Franchise Renewal. (a) Each Party party will use its commercially reasonable efforts to obtain in writing as promptly as possible and at its expense, all the of its Required Consents and any other consent, authorization or approval required to be obtained by such Party in connection with the transactions contemplated by this Agreement, reasonably satisfactory in form and substance reasonably satisfactory to the otherother party, and will deliver to the other party copies of such Required Consents and such other consents, authorizations or approvals promptly after they are obtained by such Partyparty; provided however, however that each Party party will afford the other Party party the opportunity to review, approve and revise the form of Required Consent prior to delivery to the Party party whose consent is sought. Each Party party will cooperate with the other Party party in its efforts to obtain all its Required Consents; provided that (i) in the case of System Franchises, but neither Party party will be required to accept or agree or accede to any modifications or amendments to, or the imposition of any condition to the transfer of, any of the System FranchisesFranchises that in either case, would make, or are reasonably likely to make, the underlying System Franchise materially more onerous in any respect or that would materially reduce, or are reasonably likely to materially reduce, the benefits available under the System Franchise in respect of which the consent relates and (ii) in the case of System Licenses, System Contracts or leases or documents evidencing Leased Property or Other Real Property Interests Interests, neither party will be required to accept or agree or accede to any modifications or amendments to, or the imposition of its Cable Business that are not acceptable any condition to the other transfer of, any of them that in its sole discretioneither case, would be material to the transactions contemplated by this Agreement. Notwithstanding the foregoing, as soon as practicable after the date of this Agreement, but in any event no later than 20 45 days after the date of this Agreement, the parties will cooperate with each other to complete, execute and deliver, or cause to be completed, executed and delivered to the appropriate Governmental Authority, an FCC Form 394 with respect a request for such Governmental Authority's consent to transfer each System Franchise as to which such consent is required. The Partnership acknowledges that the applications for consent to transfer the System Franchises may contain, if necessary under the terms of any System Franchise and if requested by TCI, an application for such consent to transfer from the applicable Governmental Authority with respect to the merger of AT&T Corp. and Tele-Communications, Inc. (the "TCI/AT&T Transaction"). In the alternative, the Partnership acknowledges that TCI may file a request for consent and FCC Form 394 is requiredfor the TCI/AT&T Transaction with applicable Governmental Authorities with respect to the transactions contemplated by this Agreement but prior to Closing. (b) Each Party party will use its commercially reasonable efforts to obtain a certificate executed by the lessor of each parcel of Leased Property substantially in the form of EXHIBIT 7.5(b), the substance of which may be included as part of the consent obtained pursuant to Section 7.5(a) (an "Estoppel Certificate"). (c) Each party will use commercially reasonable efforts to obtain and cooperate with the other Party party to obtain renewals or extensions of any System Franchise for which a valid notice of renewal pursuant to the formal renewal procedures established by Section 626 of the Cable Act has not been timely delivered to the appropriateappropriate Governmental Authority for a period expiring no earlier than three years after the Closing Date without the imposition of any conditions or other modifications that would make, or are reasonably likely to make, the underlying instrument materially more onerous or that would materially reduce, or are reasonably likely to materially reduce, the benefits available under the instrument in respect of which the renewal or extension relates. (cd) Notwithstanding the foregoingSection 7.5(a), no Party party will have any further obligation to obtain Required Consents: (i) with respect to license agreements relating to pole attachments where the licensing Party party will not not, after the assigning party's exercise of commercially reasonable efforts, consent to an assignment of such license agreement but requires that the proposed assignee enter into a new agreement with such licensing authority, in which case such Party the proposed assignee shall use its commercially reasonable efforts to enter into such agreement prior to the Closing or as soon as practicable thereafter and the Party party to the license agreement will cooperate with and assist the other Party party in obtaining such agreements; provided however that the proposed assignee's commercially reasonable efforts shall not require it to take any action of the type that such Party party is not required to take pursuant to this Section 8.57.5; and (ii) for any business radio license which such Party party reasonably expects can be obtained within 120 days after the Closing and so long as a temporary authorization is available to the other Party party under FCC rules with respect thereto.

Required Consents, Estoppel Certificates, Franchise Renewal. (a) Each Party of TCI and Century will use its commercially reasonable efforts to obtain in writing as promptly as possible and at its expense, all the of its Required Consents and any other consent, authorization or approval required to be obtained by such Party in connection with the transactions contemplated by this Agreement, reasonably satisfactory in form and substance reasonably satisfactory to the other, and will deliver to the other copies of such Required Consents and such other consents, authorizations or approvals promptly after they are obtained by such Partyparty; provided however, however that each Party of TCI and Century will afford the other Party the opportunity to review, approve and revise the form of Required Consent prior to delivery to the Party party whose consent is sought. Each Party of TCI and Century will cooperate with the other Party in its efforts to obtain all its Required Consents; provided, but that in the case of System Franchises, neither Party the other nor the Partnership will be required to accept or agree or accede to any modifications or amendments to, or the imposition of any condition to the transfer of, any of the System FranchisesFranchises that in either case, would make, or are reasonably likely to make, the underlying System Franchise materially more onerous in any respect or that would materially reduce in any respect, or are reasonably likely to materially reduce in any respect, the benefits available under the System Franchise in respect of which the consent relates and in the case of System Licenses, System Contracts or leases or documents evidencing Leased Property or Other Real Property Interests Interests, neither party will be required to accept or agree or accede to any modifications or amendments to, or the imposition of its Cable Business that are not acceptable any condition to the other transfer of, any of them that in its sole discretioneither case would be material to the transactions contemplated by this Agreement. TCI shall make the decision as to whether the foregoing standard is met with respect to the Century Required Consents and Century shall make such decision with respect to the TCI Required Consents. Notwithstanding the foregoing, as soon as practicable after the date of this Agreement, but in any event no later than 20 45 days after the date of this Agreement, the parties TCI and Century will cooperate with each other to complete, execute and deliver, or cause to be completed, executed and delivered to the appropriate Governmental Authority, an FCC Form 394 with respect a request for such Governmental Authority's consent to transfer each System Franchise as to which such consent is required. Century acknowledges that the applications for consent to transfer the TCI System Franchises may contain, if necessary under the terms of any TCI System Franchise and if requested by TCI, an application for such consent to transfer from the applicable Governmental Authority with respect to the merger of AT&T Corp. and TeleCommunications, Inc. (the "TCI/AT&T Transaction"). In the alternative, Century acknowledges that TCI may file a request for consent and FCC Form 394 is requiredfor the TCI/AT&T Transaction with applicable Governmental Authorities with respect to the transactions contemplated by this Agreement but prior to Closing. (b) Each Party of TCI and Century will use its commercially reasonable efforts to obtain a certificate executed by the lessor of each parcel of Leased Property substantially in the form of EXHIBIT 7.5(B), the substance of which may be included as part of the consent obtained pursuant to Section 7.5(a) (an "Estoppel Certificate"). (c) Each of TCI and Century will use commercially reasonable efforts to obtain and cooperate with the other Party party to obtain renewals or extensions of any System Franchise for which a valid notice of renewal pursuant to the formal renewal procedures established by Section 626 of the Cable Act has not been timely delivered to the appropriateappropriate Governmental Authority for a period expiring no earlier than three years after the Closing Date without the imposition of any conditions or other modifications that would make, or are reasonably likely to make, the underlying instrument materially more onerous in any respect or that would materially reduce in any respect, or are reasonably likely to materially reduce in any respect, the benefits available under the instrument in respect of which the renewal or extension relates. TCI shall make the decision as to whether the foregoing standard is met with respect to the Century System Franchises and Century shall make such decision with respect to the TCI System Franchises. (cd) Notwithstanding the foregoingSection 7.5(a), no Party neither TCI nor Century will have any further obligation to obtain Required Consents: (i) with respect to license agreements relating to pole attachments where the licensing Party party will not not, after the assigning party's exercise of commercially reasonable efforts, consent to an assignment of such license agreement but requires that the proposed assignee Partnership enter into a new agreement with such licensing authority, in which case such Party the Partnership shall use its commercially reasonable efforts to enter into such agreement prior to the Closing or as soon as practicable thereafter and the Party party to the license agreement will cooperate with and assist the other Party Partnership in obtaining such agreements; provided however that the proposed assigneePartnership's commercially reasonable efforts shall not require it to take any action of the type that such Party party is not required to take pursuant to this Section 8.57.5; and (ii) for any business radio license which such Party party reasonably expects can be obtained within 120 days after the Closing and so long as a temporary authorization is available to the other Party Partnership under FCC rules with respect thereto.

Required Consents, Estoppel Certificates, Franchise Renewal. (a) Each Party party will use its commercially reasonable efforts to obtain in writing as promptly as possible and at its expense, all the of its Required Consents and any other consent, authorization or approval required to be obtained by such Party in connection with the transactions contemplated by this Agreement, reasonably satisfactory in form and substance reasonably satisfactory to the otherother party, and will deliver to the other party copies of such Required Consents and such other consents, authorizations or approvals promptly after they are obtained by such Partyparty; provided however, however that each Party party will afford the other Party party the opportunity to review, approve and revise the form of Required Consent prior to delivery to the Party party whose consent is sought. Each Party party will cooperate with the other Party party in its efforts to obtain all its Required Consents, but neither Party party will be required to accept or agree or accede to any condition to transfer of any Asset, or any modifications or amendments to, or the imposition of any condition to the transfer of, any of the System Franchises, System Licenses, System Contracts or leases or documents evidencing Leased Property or Other Real Property Interests of its Cable Business that, in either case, would make, or are reasonably likely to make, the underlying instrument materially more onerous in any respect or that would materially reduce, or are not acceptable reasonably likely to materially reduce, the other benefits available under the instrument in its sole discretionrespect of which the consent relates. Notwithstanding the foregoing, as As soon as practicable after the date of this Agreement, but in any event no later than 20 45 days after the date of this Agreement, the parties will cooperate with each other to complete, execute and deliver, or cause to be completed, executed and delivered to the appropriate Governmental Authority, an FCC Form 394 with respect a request for such Governmental Authority's consent to transfer each System Franchise as to which such Form 394 consent is required. (b) Each Party party will use its commercially reasonable efforts to obtain a certificate executed by the lessor of each parcel of Leased Property substantially in the form of Exhibit 7.5(b), the substance of which may be included as part of the consent obtained pursuant to Section 7.5(a) (an "Estoppel Certificate"). (c) Each party will use commercially reasonable efforts to obtain and cooperate with the other Party party to obtain renewals or extensions of any System Franchise for which a valid notice of renewal pursuant to the formal renewal procedures established by Section 626 of the Cable Act has not been timely delivered to the appropriateappropriate Governmental Authority for a period expiring no earlier than three years after the date of this Agreement. (cd) Each party will use commercially reasonable efforts to obtain and cooperate with the other party to obtain renewals or extensions for a period expiring no earlier than two years after the date of this Agreement of any System Franchise which is expired or has a term of less than one year remaining as of the date of this Agreement. (e) Each party will cooperate with the other party in its efforts to obtain renewals or extensions of any System Franchises pursuant to Section 7.5(c) or (d), but neither party will be required to accept or agree or accede to any renewal or extended System Franchise that contains terms that would make, or are reasonably likely to make, the System Franchise that is being renewed or extended materially more onerous in any respect or that would materially reduce, or are reasonably likely to materially reduce, the benefits available under the System Franchise that is being renewed or extended. (f) Notwithstanding the foregoingSection 7.5(a), no Party party will have any further obligation to obtain Required Consents: (i) with respect to license agreements relating to pole attachments where the licensing Party party will not not, after the assigning party's exercise of commercially reasonable efforts, consent to an assignment of such license agreement but requires that the proposed assignee enter into a new agreement with such licensing authority, in which case such Party the proposed assignee shall use its commercially reasonable efforts to enter into such agreement prior to the Closing or as soon as practicable thereafter and the Party party to the license agreement will cooperate with and assist the other Party party in obtaining such agreements; provided however that the proposed assignee's commercially reasonable efforts shall not require it to take any action of the type that such Party party is not required to take pursuant to this Section 8.57.5; and (ii) for any business radio license which such Party party reasonably expects can be obtained within 120 days after the Closing and so long as a temporary authorization is available to the other Party party under FCC rules with respect thereto.