Common use of Compliance with Applicable Laws; Litigation Clause in Contracts

Compliance with Applicable Laws; Litigation. (i) NTL, its subsidiaries and employees hold all permits, licenses, variances, exemptions, orders, registrations and approvals of all Governmental Entities which are required for the operation of the businesses of NTL and its subsidiaries (the "NTL Permits"), except where the failure to have any such NTL Permits individually or in the aggregate would not have a material adverse effect on NTL. NTL and its subsidiaries are in compliance with the terms of the NTL Permits and all applicable statutes, laws, ordinances, rules and regulations, except where the failure so to comply individually or in the aggregate would not have a material adverse effect on NTL. As of the date of this Agreement, no action, demand, requirement or investigation by any Governmental Entity and no suit, action or proceeding by any person, in each case with respect to NTL or any of its subsidiaries or any of their respective properties, is pending or, to the knowledge of NTL, threatened, other than, in each case, those the outcome of which individually or in the aggregate would not (A) have a material adverse effect on NTL or (B) reasonably be expected to impair in any material way the ability of NTL to perform its obligations under this Agreement or prevent or materially delay the consummation of any of the transactions contemplated by this Agreement.

Compliance with Applicable Laws; Litigation. (i) NTLThe Company, its subsidiaries and employees hold all permits, licenses, variances, exemptions, orders, registrations and approvals of all Governmental Entities which are required for the operation of the businesses of NTL the Company and its subsidiaries (the "NTL Company Permits"), except where the failure to have any such NTL Company Permits individually or in the aggregate would not have a material adverse effect on NTLthe Company. NTL The Company and its subsidiaries are in compliance in all respects with the terms of the NTL Company Permits and all applicable statutes, laws, ordinances, rules and regulations, except where the failure so to comply individually or in the aggregate would not have a material adverse effect on NTLthe Company. As of Except as disclosed in the date of this AgreementCompany Filed SEC Documents, no action, demand, requirement or investigation by any Governmental Entity and no suit, action action, proceeding or proceeding arbitration by any personperson or Governmental Entity, in each case with respect to NTL the Company or any of its subsidiaries or any of their respective properties, properties is pending or, to the knowledge of NTLthe Company, threatened, other than, in each case, those the outcome of which individually or in the aggregate would not (Ai) have a material adverse effect on NTL the Company or (Bii) reasonably be expected to impair in any material way the ability of NTL the Company to perform its obligations under this Agreement or prevent or materially delay the consummation of any of the transactions contemplated by this Agreement.

Compliance with Applicable Laws; Litigation. (i) NTLParent, its subsidiaries and employees hold all permits, licenses, variances, exemptions, orders, registrations and approvals of all Governmental Entities which are required for the operation of the businesses of NTL Parent and its subsidiaries (the "NTL Parent Permits"), except where the failure to have any such NTL Parent Permits individually or in the aggregate would not have a material adverse effect on NTLParent. NTL Parent and its subsidiaries are in compliance in all respects with the terms of the NTL Parent Permits and all applicable statutes, laws, ordinances, rules and regulations, except where the failure so to comply individually or in the aggregate would not have a material adverse effect on NTLParent. As of the date of this Agreement, except as disclosed in Parent Filed SEC Documents, no action, demand, requirement or investigation by any Governmental Entity and no suit, action action, proceeding or proceeding arbitration by any personperson or Governmental Entity, in each case with respect to NTL Parent or any of its subsidiaries or any of their respective properties, is pending or, to the knowledge of NTLParent, threatened, other than, in each case, those the outcome of which which, individually or in the aggregate aggregate, would not (Ai) have a material adverse effect on NTL Parent or (Bii) reasonably be expected to impair in any material way the ability of NTL Parent to perform its obligations under this Agreement or prevent or materially delay the consummation of any of the transactions contemplated by this Agreement.

Compliance with Applicable Laws; Litigation. (i) NTLDecor, its subsidiaries and employees hold all permits, licenses, variances, exemptions, orders, registrations and approvals of all Governmental Entities which are required for the operation of the businesses of NTL Decor and its subsidiaries (the "NTL Decor Permits"), except where the failure to have any such NTL Decor Permits individually or in the aggregate would not have a material adverse effect on NTLDecor. NTL Decor and its subsidiaries are in compliance with the terms of the NTL Decor Permits and all applicable statutes, laws, ordinances, rules and regulations, except where the failure so to comply individually or in the aggregate would not have a material adverse effect on NTLDecor. As of the date of this Agreement, except as disclosed in the Decor Filed SEC Documents, no action, demand, requirement or investigation by any Governmental Entity and no suit, action or proceeding by any person, in each case with respect to NTL Decor or any of its subsidiaries or any of their respective properties, properties is pending or, to the knowledge (as defined in Section 8.3) of NTLDecor, threatened, other than, in each case, those the outcome of which individually or in the aggregate would not (A) have a material adverse effect on NTL Decor or (B) reasonably be expected to impair in any material way the ability of NTL Decor to perform its obligations under this Agreement or prevent or materially delay the consummation of any of the transactions contemplated by this Agreement.

Compliance with Applicable Laws; Litigation. (i) NTLRSI, its subsidiaries and employees hold all permits, licenses, variances, exemptions, orders, registrations and approvals of all Governmental Entities which are required for the operation of the businesses of NTL RSI and its subsidiaries (the "NTL RSI Permits"), except where the failure to have any such NTL RSI Permits individually or in the aggregate would not have a material adverse effect on NTLRSI. NTL RSI and its subsidiaries are in compliance with the terms of the NTL RSI Permits and all applicable statutes, laws, ordinances, rules and regulations, except where the failure so to comply individually or in the aggregate would not have a material adverse effect on NTLRSI. As of the date of this Agreement, except as disclosed in the RSI Filed SEC Documents, no action, demand, requirement or investigation by any Governmental Entity and no suit, action or proceeding by any person, in each case with respect to NTL RSI or any of its subsidiaries or any of their respective properties, is pending or, to the knowledge (as defined in Section 8.3) of NTLRSI, threatened, other than, in each case, those the outcome of which individually or in the aggregate would not (A) have a material adverse effect on NTL RSI or (B) reasonably be expected to impair in any material way the ability of NTL RSI to perform its obligations under this Agreement or the Option Agreements or prevent or materially delay the consummation of any of the transactions contemplated by this Agreementhereby or thereby.

Compliance with Applicable Laws; Litigation. (i) NTLInteriors, its subsidiaries and employees hold all permits, licenses, variances, exemptions, orders, registrations and approvals of all Governmental Entities which are required for the operation of the businesses of NTL Interiors and its subsidiaries (the "NTL Interiors Permits"), ) except where the failure to have any such NTL Interiors Permits individually or in the aggregate would not have a material adverse effect on NTLInteriors. NTL Interiors and its subsidiaries are in compliance with the terms of the NTL Interiors Permits and all applicable statutes, laws, ordinances, rules and regulations, except where the failure so to comply individually or in the aggregate would not have a material adverse effect on NTLInteriors. As of the date of this Agreement, except as disclosed in the Interiors Filed SEC Documents, no action, demand, requirement or investigation by any Governmental Entity and no suit, action or proceeding by any person, in each case with respect to NTL Interiors or any of its subsidiaries or any of their respective properties, is pending or, to the knowledge of NTLInteriors, threatened, other than, in each case, those the outcome of which individually or in the aggregate would not (A) have a material adverse effect on NTL Interiors or (B) reasonably be expected to impair in any material way the ability of NTL Interiors to perform its obligations under this Agreement or prevent or materially delay the consummation of any of the transactions contemplated by this Agreement.

Compliance with Applicable Laws; Litigation. (i) NTLTo the knowledge of AMBICOM, its subsidiaries and employees hold AMBICOM holds all permits, licenses, variances, exemptions, orders, registrations and approvals of all Governmental Entities which are required for the operation of the businesses of NTL and its subsidiaries AMBICOM (the "NTL AMBICOM Permits"), ) except where the failure to have any such NTL AMBICOM Permits individually or in the aggregate would not have a material adverse effect on NTLAMBICOM. NTL and its subsidiaries are AMBICOM is in compliance with the terms of the NTL AMBICOM Permits and all applicable statutes, laws, ordinances, rules and regulations, except where the failure so to comply individually or in the aggregate would not have a material adverse effect on NTLAMBICOM. As of the date of this Agreement, no action, demand, requirement or investigation by any Governmental Entity and no suit, action or proceeding by any person, in each case with respect to NTL AMBICOM or any of its subsidiaries or any of their respective properties, is pending or, to the knowledge of NTLAMBICOM, threatened, other thanexcept as set forth in AMBICOM Disclosure documents. (ii) AMBICOM is not subject to any outstanding order, in each caseinjunction or decree which has had or, those the outcome of which insofar as can be reasonably foreseen, individually or in the aggregate would not (A) will have a material adverse effect on NTL or (B) reasonably be expected to impair in any material way the ability of NTL to perform its obligations under this Agreement or prevent or materially delay the consummation of any of the transactions contemplated by this AgreementAMBICOM.

Compliance with Applicable Laws; Litigation. (i) NTLCUC, its subsidiaries and employees hold all permits, licenses, variances, exemptions, orders, registrations and approvals of all Governmental Entities which are required for the operation of the businesses of NTL CUC and its subsidiaries (the "NTL CUC Permits"), ) except where the failure to have any such NTL CUC Permits individually or in the aggregate would not have a material adverse effect on NTLCUC. NTL CUC and its subsidiaries are in compliance with the terms of the NTL CUC Permits and all applicable statutes, laws, ordinances, rules and regulations, except where the failure so to comply individually or in the aggregate would not have a material adverse effect on NTLCUC. As of the date of this Agreement, except as disclosed in the CUC Filed SEC Documents, no action, demand, requirement or investigation by any Governmental Entity and no suit, action or proceeding by any person, in each case with respect to NTL CUC or any of its subsidiaries or any of their respective properties, is pending or, to the knowledge of NTLCUC, threatened, other than, in each case, those the outcome of which individually or in the aggregate would not (A) have a material adverse effect on NTL CUC or (B) reasonably be expected to impair in any material way the ability of NTL CUC to perform its obligations under this Agreement or prevent or materially delay the consummation of any of the transactions contemplated by this Agreement.

Compliance with Applicable Laws; Litigation. (i) NTLCUC, its subsidiaries and employees hold all permits, licenses, variances, exemptions, orders, registrations and approvals of all Governmental Entities which are required for the operation of the businesses of NTL CUC and its subsidiaries (the "NTL CUC Permits"), ) except where the failure to have any such NTL CUC Permits individually or in the aggregate would not have a material adverse effect on NTLCUC. NTL CUC and its subsidiaries are in compliance with the terms of the NTL CUC Permits and all applicable statutes, laws, ordinances, rules and regulations, except where the failure so to comply individually or in the aggregate would not have a material adverse effect on NTLCUC. As of the date of this Agreement, except as disclosed in the CUC Filed SEC Docu- ments, no action, demand, requirement or investigation by any Governmental Entity and no suit, action or proceeding by any person, in each case with respect to NTL CUC or any of its subsidiaries or any of their respective properties, is pending or, to the knowledge of NTLCUC, threatened, other than, in each case, those the outcome of which individually or in the aggregate would not (A) have a material adverse effect on NTL CUC or (B) reasonably be expected to impair in any material way the ability of NTL CUC to perform its obligations under this Agreement or prevent or materially delay the consummation of any of the transactions contemplated by this Agreement.

Compliance with Applicable Laws; Litigation. (i) NTLHFS, its subsidiaries and employees hold all permits, licenses, variances, exemptions, orders, registrations and approvals of all Governmental Entities which are required for the operation of the businesses of NTL HFS and its subsidiaries (the "NTL HFS Permits"), except where the failure to have any such NTL HFS Permits individually or in the aggregate would not have a material adverse effect on NTLHFS. NTL HFS and its subsidiaries are in compliance with the terms of the NTL HFS Permits and all applicable statutes, laws, ordinances, rules and regulations, except where the failure so to comply individually or in the aggregate would not have a material adverse effect on NTLHFS. As of the date of this Agreement, except as disclosed in the HFS Filed SEC Documents, no action, demand, requirement or investigation by any Governmental Entity and no suit, action or proceeding by any person, in each case with respect to NTL HFS or any of its subsidiaries or any of their respective properties, properties is pending or, to the knowledge (as de- fined in Section 8.3) of NTLHFS, threatened, other than, in each case, those the outcome of which individually or in the aggregate would not (A) have a material adverse effect on NTL HFS or (B) reasonably be expected to impair in any material way the ability of NTL HFS to perform its obligations under this Agreement or prevent or materially delay the consummation of any of the transactions contemplated by this Agreement.

Compliance with Applicable Laws; Litigation. (i) NTLHFS, its subsidiaries and employees hold all permits, licenses, variances, exemptions, orders, registrations and approvals of all Governmental Entities which are required for the operation of the businesses of NTL HFS and its subsidiaries (the "NTL HFS Permits"), except where the failure to have any such NTL HFS Permits individually or in the aggregate would not have a material adverse effect on NTLHFS. NTL HFS and its subsidiaries are in compliance with the terms of the NTL HFS Permits and all applicable statutes, laws, ordinances, rules and regulations, except where the failure so to comply individually or in the aggregate would not have a material adverse effect on NTLHFS. As of the date of this Agreement, except as disclosed in the HFS Filed SEC Documents, no action, demand, requirement or investigation by any Governmental Entity and no suit, action or proceeding by any person, in each case with respect to NTL HFS or any of its subsidiaries or any of their respective properties, properties is pending or, to the knowledge (as defined in Section 8.3) of NTLHFS, threatened, other than, in each case, those the outcome of which individually or in the aggregate would not (A) have a material adverse effect on NTL HFS or (B) reasonably be expected to impair in any material way the ability of NTL HFS to perform its obligations under this Agreement or prevent or materially delay the consummation of any of the transactions contemplated by this Agreement.