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5.3 Absence of _CDOflicling Agreements: C t , Except for the expiration or termination of any applicable waiting period under the HSR Act, and the filing by Buyer with the SEC of any reports required to be filed in connection with the communication of the transactions contemplated hereby, the execution, delivery and performance by Buyer of this Agreement and the other Transaction Documents to which Buyer is a party, and the execution, delivery and performance by Chatter LLC of the Transaction Documents to which Charter LLC will be a party (with or without the giving of notice, the lapse of time, or both): (a) do not require any Consent, declaration to, or filing with any Govemmental Authority or any other Person that has not been obtained; (b) will not conflict with any provision of the Organizational Documents of Buyer as currently in effect or the Organizational Documents of Charter LLC as then in effect; (c) will not conflict with, result in a material breach of, or constitute a default in any material respect under any Legal Requirement to which Buyer is bound or Charter LLC will be bound; and (d) will not conflict with, constitute grounds for terndnation of, result in a breach of, constitute a default under, or accelerate or permit the acceleration of any performance required by the terms of my material agreement or instrument to which Buyer is a party or bound or Charter LLC will be a party or bound. Notwithstanding the foregoing, Buyer makes no representation or warranty regarding any ofthe foregoing that may result from the specific legal or regulatory status of my Falcon Company or my Seller or as a result of my other facts that specifically relate to the business or activities in which my Falcon Company or Seller is or proposes to be engaged other than the cable television business. 5.4 Claims and Litigation. Except as disclosed in Schedule 5 4 as of the date of this Agreement, there is no claim, legal action, arbitration, govemimund investigation or other legal, administrative or tax proceeding pending, or threatened in writing or, to Buyers Knowledge, threatened (other than in writing), nor is there outstanding my order, decree orjudgment against Buyer that, if adversely determined, would materially impair Buyers or Charter LLC's ability to Perform its obligations under this Agreement. 5.5 Investme t P s I t C pan , Buyer is acquiring the Purchased Interests and Charter LLC is acquiring the Contributed Interest for investment for its own account and not with a view to the sale or distribution of my part thereof within the meaning of the Securities Act. Buyer (either alone or together with its advisors) has sufficient knowledge and experience in financial and business matters sn es in b,. c,r Me ofe::demtiag'u`e maria and risks of its investment in the Purchased Interests and Chaner LLC's investment in the Contributed Interest and is capable of hearing the economic risks of such investment. Buyer is an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and Purchase of companies such as the Falcon Companies as contemplated hereunder. Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. Buyer acknowledges that Falcon and Sellers have given Buyer complete and open access to the key employees, documents and facilities of the Falcon Companies. Buyer will undertake prior to Clwing such fuller investigation and request such additional documents and information as it deem; necessary. Buyer agrees for itself and Charter LLC to accept the Purchased hnemsts and the Contributed Interest and the Systems in the condition they art in on the Closing Date based upon its own w ocomnvur sxcrtmon 39