Common use of No Conflict; Required Consents Clause in Contracts

No Conflict; Required Consents. Except for, and subject to receipt ------------------------------ of, the AT&T Required Consents, all of which are listed on Schedule 6.3, the Insight Required Consents, all consents, authorizations and approvals for Insight to transfer the Exchange Assets and Sale Assets to the Partnership and the notification and expiration or earlier termination of the waiting period under the HSR Act and except as otherwise disclosed in Schedule 6.3, the execution and delivery by AT&T and TCI LLC, the performance of AT&T and TCI LLC under, and the consummation of the transactions contemplated by, this Agreement and the Transaction Documents to which AT&T and TCI LLC, as applicable, is a party do not and will not: (a) conflict with or violate any provision of their respective charter or bylaws, partnership agreement or limited liability company agreement; (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 or constitute a default under (without regard to requirements of notice, lapse of time or elections of other Persons or any combination 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 performance of AT&T under, (iv) result in the creation or imposition of any Lien under any AT&T System Franchise, AT&T System License or any AT&T System Contract or other instrument evidencing any of the AT&T Assets or by which AT&T or any of its assets is bound or affected, except for purposes of clauses (c) and (d) such consents, approvals, authorizations and filings, that, if not obtained or made, would not, and such violations, conflicts, breaches, defaults, terminations, suspensions, modifications and accelerations as would not, individually or in the aggregate, have a material adverse effect on any AT&T System, AT&T's Cable Business or on the ability of either AT&T or TCI LLC to perform its obligations under this Agreement or the Transaction Documents to which either AT&T or TCI LLC is a party.

No Conflict; Required Consents. Except for, and subject to receipt ------------------------------ of, the AT&T Insight Required Consents, all of which are listed on Schedule 6.35.3, and the Insight AT&T Required Consents, all consents, authorizations and approvals for Insight to transfer the Exchange Assets and Sale Assets to the Partnership Consents and the notification and expiration or earlier termination of the waiting period under the HSR Act and except as otherwise disclosed in on Schedule 6.35.3, the execution and delivery by AT&T and TCI LLCInsight, the performance of AT&T and TCI LLC Insight under, and the consummation of the transactions contemplated by, this Agreement and the Transaction Documents to which AT&T and TCI LLC, as applicable, Insight is a party do not and will not: (a) conflict with or violate any provision of their respective charter or bylaws, partnership its agreement or of limited liability company agreementpartnership; (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 or constitute a default under (without regard to requirements of notice, lapse of time or elections of other Persons or any combination 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 performance of AT&T Insight under, (iv) result in the creation or imposition of any Lien under any AT&T Insight System Franchise, AT&T Insight System License or any AT&T Insight System Contract or other instrument evidencing any of the AT&T Insight Assets or by which AT&T Insight or any of its assets is bound or affected, except for purposes of clauses (c) and (d) such consents, approvals, authorizations and filings, filings that, if not obtained or made, would not, and such violations, conflicts, breaches, defaults, terminations, suspensions, modifications and accelerations as would not, individually or in the aggregate, have a material adverse effect on any AT&T Insight System, AT&TInsight's Cable Business or on the ability of either AT&T or TCI LLC Insight to perform its obligations under this Agreement or the Transaction Documents to which either AT&T or TCI LLC Insight is a party.

No Conflict; Required Consents. Except for, and subject to receipt ------------------------------ of, the AT&T Insight Required Consents, all of which are listed on Schedule 6.35.3, the Insight AT&T Required Consents, all consentsand the other Required Consents, authorizations and approvals for Insight to transfer the Exchange Assets and Sale Assets to the Partnership and the notification and expiration or earlier termination of the waiting period under the HSR Act and except as otherwise disclosed in Schedule 6.3Act, the execution and delivery by AT&T and TCI LLCInsight, the performance of AT&T and TCI LLC Insight under, and the consummation of the transactions contemplated by, this Agreement and the Transaction Documents to which AT&T and TCI LLC, as applicable, Insight is a party do not and will not: (a) conflict with or violate any provision of their respective charter or bylaws, partnership its operating agreement or limited liability company agreementcertificate of formation; (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 or constitute a default under (without regard to requirements of notice, lapse of time or elections of other Persons or any combination 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 performance of AT&T Insight under, (iv) result in the creation or imposition of any Lien under any AT&T Insight System Franchise, AT&T Insight System License or any AT&T Insight System Contract or other instrument evidencing any of the AT&T Insight Assets or by which AT&T Insight or its Affiliates or any of its their respective assets is bound or affected, except for purposes of clauses (c) and (d) such consents, approvals, authorizations and filings, filings that, if not obtained or made, would not, and such violations, conflicts, breaches, defaults, terminations, suspensions, modifications and accelerations as would not, individually or in the aggregate, have a material adverse effect on any AT&T Insight System, AT&T's Insight’s Cable Business or on the ability of either AT&T or TCI LLC Insight to perform its obligations under this Agreement or the Transaction Documents to which either AT&T or TCI LLC Insight is a party.

No Conflict; Required Consents. Except foras set forth on Schedule 6.4, and subject to receipt ------------------------------ of, assuming the AT&T Required Consents, all of which are listed on Schedule 6.3, the Insight Required Consents, all consents, authorizations and approvals for Insight to transfer the Exchange Assets and Sale Assets to the Partnership and the notification and expiration or earlier termination of the waiting period under the HSR Act and except as otherwise disclosed in Schedule 6.3has occurred, the execution and delivery by each AT&T Party of, its performance under and TCI LLC, the performance of AT&T and TCI LLC under, and the its consummation of the transactions contemplated by, this Agreement and the Transaction Documents to which such AT&T and TCI LLC, as applicable, Party is a party (the execution and delivery by each other Transferred Entity and AT&T Party of, its performance under and its consummation of the transactions contemplated by the Transaction Documents to which such Person is a party) do not and will not: (a) conflict with or violate any provision of their respective charter the organizational documents of such AT&T Party or bylaws, partnership agreement any Transferred Entity or limited liability company agreementRetained 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) conflict with, violate, result in a breach of or constitute a default under (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 or constitute a default 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 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, AT&T Systems Franchise or AT&T Systems License; or (e) result in the creation or imposition of any Lien under upon any AT&T System Franchise, AT&T System License Asset or any AT&T System Contract or other instrument evidencing securities of any of the AT&T Assets or by which AT&T or any of its assets is bound or affectedTransferred Entity, except subject to such exceptions for purposes of clauses (b), (c), (d) and (de) such consents, approvals, authorizations and filings, that, if not obtained or made, would not, and such violations, conflicts, breaches, defaults, terminations, suspensions, modifications and accelerations above as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or a material adverse effect on any AT&T System, AT&T's Cable Business or on the ability of either the Transferred Entities or the AT&T or TCI LLC Parties to perform its their obligations under this Agreement or the Transaction Documents to which either AT&T or TCI LLC is a partyDocuments.

No Conflict; Required Consents. Except for, and subject to receipt ------------------------------ of, the AT&T Required Consents, all of which are listed on Schedule 6.3, the Insight Required Consents, all consents, authorizations and approvals for Insight to transfer the Exchange Assets and Sale Assets to the Partnership and the notification and expiration or earlier termination of the waiting period under the HSR Act and except as otherwise disclosed in on Schedule 6.3, the execution and delivery by AT&T and TCI LLCAT&T, the performance of AT&T and TCI LLC under, and the consummation of the transactions contemplated by, this Agreement and the Transaction Documents to which AT&T and TCI LLC, as applicable, it is a party do not and will not: (a) conflict with or violate any provision of their respective AT&T's charter or bylaws, partnership agreement or limited liability company agreement; (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 or constitute a default under (without regard to requirements of notice, lapse of time or elections of other Persons or any combination 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 performance of AT&T under, (iv) result in the creation or imposition of any Lien under any AT&T System Franchise, AT&T System License or any AT&T System Contract or other instrument evidencing any of the AT&T Assets or by which AT&T or any of its assets is bound or affected, except for purposes of clauses (c) and (d) such consents, approvals, authorizations and filings, that, if not obtained or made, would not, and such violations, conflicts, breaches, defaults, terminations, suspensions, modifications and accelerations as would not, individually or in the aggregate, have a material adverse effect on any AT&T System, AT&T's the Cable Business or on the ability of either AT&T or TCI LLC to perform its obligations under this Agreement or the Transaction Documents to which either AT&T or TCI LLC is a party.

No Conflict; Required Consents. Except for, and subject to receipt ------------------------------ of, the AT&T Required Consents, all of which are listed as set forth on Schedule 6.3, and assuming the Insight Required Consents, all consents, authorizations and approvals for Insight to transfer the Exchange Assets and Sale Assets to the Partnership and the notification and expiration or earlier termination of the waiting period under the HSR Act and except as otherwise disclosed in Schedule 6.3has occurred, the execution and delivery by each AT&T Entity of, its performance under and TCI LLC, the performance of AT&T and TCI LLC under, and the its consummation of the transactions contemplated by, this Agreement and the Transaction Documents to which such AT&T and TCI LLC, as applicable, Entity is a party do not and will not: (a) conflict with or violate any provision of their respective charter or bylaws, partnership agreement or limited liability company agreementthe organizational documents of such AT&T 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) conflict with, violate, result in a breach of or constitute a default under (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 or constitute a default 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 any AT&T Entity under, or (iv) otherwise adversely affect the rights or obligations of any AT&T Entity under, any AT&T Systems Contract, AT&T Systems Franchise or AT&T Systems License; or (e) result in the creation or imposition of any Lien under upon any AT&T System FranchiseAsset, AT&T System License or any AT&T System Contract or other instrument evidencing any of the AT&T Assets or by which AT&T or any of its assets is bound or affected, except subject to such exceptions for purposes of clauses (b), (c), (d) and (de) such consents, approvals, authorizations and filings, that, if not obtained or made, would not, and such violations, conflicts, breaches, defaults, terminations, suspensions, modifications and accelerations as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or a material adverse effect on any AT&T System, AT&T's Cable Business or on the ability of either the AT&T or TCI LLC Entities to perform its their obligations under this Agreement or the Transaction Documents to which either AT&T or TCI LLC is a partyDocuments.

No Conflict; Required Consents. Except for, and subject to receipt ------------------------------ of, the AT&T Required Consents, all of which are listed on Schedule 6.3, and the Insight Required Consents, all consents, authorizations and approvals for Insight to transfer the Exchange Assets and Sale Assets to the Partnership Consents and the notification and expiration or earlier termination of the waiting period under the HSR Act and except as otherwise disclosed in on Schedule 6.3, the execution and delivery by AT&T and TCI LLCIllinois, the performance of AT&T and TCI LLC Illinois under, and the consummation of the transactions contemplated by, this Agreement and the Transaction Documents to which AT&T and TCI LLC, as applicable, Illinois is a party do not and will not: (a) conflict with or violate any provision of their respective AT&T Illinois' charter or bylaws, partnership agreement or limited liability company agreement; (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 or constitute a default under (without regard to requirements of notice, lapse of time or elections of other Persons or any combination 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 performance of AT&T Illinois under, (iv) result in the creation or imposition of any Lien under any AT&T System Franchise, AT&T System License or any AT&T System Contract or other instrument evidencing any of the AT&T Assets or by which AT&T Illinois or any of its assets is bound or affected, except for purposes of clauses (c) and (d) such consents, approvals, authorizations and filings, that, if not obtained or made, would not, and such violations, conflicts, breaches, defaults, terminations, suspensions, modifications and accelerations as would not, individually or in the aggregate, have a material adverse effect on any AT&T System, AT&T's Cable Business or on the ability of either AT&T or TCI LLC Illinois to perform its obligations under this Agreement or the Transaction Documents to which either AT&T or TCI LLC Illinois is a party.

No Conflict; Required Consents. Except for, and subject to receipt ------------------------------ of, for the AT&T Cable One Required Consents, all of which are listed on Schedule 6.3SCHEDULE 5.3, the Insight TCA Required Consents, all consents, authorizations and approvals for Insight to transfer the Exchange Assets and Sale Assets to the Partnership Consents and the HSR notification and the expiration or earlier termination of the waiting period under the HSR Act and except as otherwise disclosed in Schedule 6.3Act, the execution and delivery by AT&T and TCI LLCCable One of, the performance of AT&T and TCI LLC Cable One under, and the consummation by Cable One of the transactions contemplated by, this Agreement and the Transaction Documents to which AT&T and TCI LLC, as applicable, it is a party do not and will not: (a) conflict with or violate any provision of their respective the charter or bylaws, partnership agreement or limited liability company agreementbylaws of Cable One; (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 or constitute a default under (without regard to requirements of notice, lapse of time or elections of other Persons or any combination 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 performance of AT&T Cable One under, (iv) result in the creation or imposition of any Lien under under, any AT&T System Franchise, AT&T System License or any AT&T System Cable One Systems Contract or other instrument evidencing any of the AT&T Cable One Assets or by which AT&T Cable One or any of its assets is bound or affected, except for purposes of clauses (c) and (d) such consents, approvals, authorizations and filings, filings that, if not obtained or made, would not, and such violations, conflicts, breaches, defaults, terminations, suspensions, modifications and accelerations as would not, individually or in the aggregate, have a material adverse effect on any AT&T Cable One System, AT&TCable One's Cable Business or Cable One or on the ability of either AT&T or TCI LLC Cable One to perform its obligations under this Agreement or the Transaction Documents to which either AT&T or TCI LLC it is a party.

No Conflict; Required Consents. Except for, and subject to receipt ------------------------------ of, the AT&T Required Consents, all of which are listed on Schedule 6.3, the Insight Required Consents, all consentsand the other Required Consents, authorizations and approvals for Insight to transfer the Exchange Assets and Sale Assets to the Partnership and the notification and expiration or earlier termination of the waiting period under the HSR Act and except as otherwise disclosed in Schedule 6.3Act, the execution and delivery by AT&T and TCI LLCBroadband, the performance of AT&T and TCI LLC Broadband under, and the consummation of the transactions contemplated by, this Agreement and the Transaction Documents to which AT&T and TCI LLC, as applicable, it is a party do not and will not: (a) conflict with or violate any provision of their respective charter or bylaws, AT&T Broadband’s partnership agreement or limited liability company agreement; (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 or constitute a default under (without regard to requirements of notice, lapse of time or elections of other Persons or any combination 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 performance of AT&T Broadband under, (iv) result in the creation or imposition of any Lien under any AT&T System Franchise, AT&T System License or any AT&T System Contract or other instrument evidencing any of the or agreement to which AT&T Assets Broadband or its Affiliates is individually a party or by which AT&T Broadband or any of its assets is bound or affectedaffected (other than agreements included in the AT&T Assets), except for purposes of clauses (c) and (d) such consents, approvals, authorizations and filings, filings that, if not obtained or made, would not, and such violations, conflicts, breaches, defaults, terminations, suspensions, modifications and accelerations as would not, individually or in the aggregate, have a material adverse effect on any AT&T System, AT&T's ’s Cable Business or on the ability of either AT&T or TCI LLC Broadband to perform its obligations under this Agreement or the Transaction Documents to which either AT&T or TCI LLC Broadband is a party.