Absence of Conflicting Agreements and Required Consents. Subject to the receipt of the Consents, the execution, delivery and performance by Buyer of this Agreement and the documents contemplated hereby (with or without the giving of notice, the lapse of time, or both): (a) do not require the consent of any third party; (b) will not conflict with the Articles of Incorporation or Bylaws of Buyer; (c) will not conflict with, result in a breach of, or constitute a default under, any applicable law, judgment, order, ordinance, injunction, decree, rule, regulation, or ruling of any court or governmental instrumentality; and (d) will not conflict with, constitute grounds for termination of, result in a breach of, constitute a default under, or accelerate or permit the acceleration of any performance required by the terms of, any agreement, instrument, license or permit to which Buyer is a party or by which Buyer may be bound. Except for the FCC Consent provided for in Section 6.1. the filings required by Xxxx-Xxxxx-Xxxxxx provided for in Section 6.2 and the other Consents described in Schedule 4.3, no consent, approval, permit, or authorization of, or declaration to, or filing with any governmental or regulatory authority or any other third party is required (a) to consummate this Agreement and the transactions contemplated hereby, or (b) to permit Buyer to acquire the Assets from Sellers or to assume certain liabilities and obligations of Sellers in accordance with Section 2.5.
Absence of Conflicting Agreements and Required Consents. Subject to obtaining the Consents, the execution, delivery, and performance of this Agreement and the documents contemplated hereby (with or without the giving of notice, the lapse of time, or both): (a) do not require the consent of any third party; (b) will not conflict with the by-laws of the Buyer; (c) will not conflict with, result in a breach of, or constitute a default under, any applicable law, judgment, order, ordinance, injunction, decree, rule, regulation, or ruling of any court or governmental instrumentality; and (d) will not conflict with, constitute grounds for termination of, result in a breach of, constitute a default under, or accelerate or permit the acceleration of any performance required by the terms of any agreement, instrument, license or permit to which Buyer is a party or by which Buyer may be bound, such that Buyer could not acquire or operate the Assets.
Absence of Conflicting Agreements and Required Consents. Except for the applicable requirements of the HSR Act and subject to the receipt of the FCC Consent, the execution, delivery and performance by Buyer of this Agreement (with or without the giving of notice, the lapse of time, or both): (a) do not require the consent of any third party; (b) do not conflict with the articles of incorporation or bylaws of Buyer; (c) do not conflict in any material respect with, result in a material breach of, or constitute a material default under, any applicable law, judgment, order, ordinance, injunction, decree, rule, regulation, or ruling of any court or governmental authority applicable to Buyer or any material contract or agreement to which Buyer is a party or by which Buyer may be bound.
Absence of Conflicting Agreements and Required Consents. Subject to the receipt of the Consents or as otherwise set forth in this Section 4.3, the execution, delivery and performance by Buyer of this Agreement and the documents contemplated hereby (with or without the giving of notice, the lapse of time, or both): (a) do not require the consent of any third party; (b) will not conflict with the Articles of Incorporation or Bylaws of Buyer; (c) will not conflict with, result in a breach of, or constitute a default under, any applicable law, judgment, order, ordinance, injunction, decree, rule, regulation, or ruling of any court or governmental instrumentality; and (d) will not conflict with, constitute grounds for termination of, result in a breach of, constitute a default under, or accelerate or permit the acceleration of any performance required by the terms of, any material agreement, instrument, license or permit to which Buyer is a party or by which Buyer may be bound.
Absence of Conflicting Agreements and Required Consents. Subject to the receipt of the Consents, the execution, delivery and performance by Buyer of this Agreement and the documents contemplated hereby (with or without the giving of notice, the lapse of time, or both):
Absence of Conflicting Agreements and Required Consents. Subject to the receipt of the FCC Consent, the execution, delivery and performance by Buyer of this Agreement and the documents contemplated hereby (with or without the giving of notice, the lapse of time or both): (a) do not require the consent of any other Person; (b) will not conflict with any applicable organizational and governing documents of Buyer; and (c) will not conflict in any material respect with, result in a material breach of or constitute a material default under any Applicable Law or any material contract or agreement to which Buyer is a party or by which Buyer may be bound.
Absence of Conflicting Agreements and Required Consents. Subject to the receipt of the Consents listed on Schedule 5.3, the receipt of the FCC Consent and compliance with the HSR Act, the execution, delivery and performance by Buyer of this Agreement and the documents contemplated hereby (with or without the giving of notice, the lapse of time, or both): (a) do not require the consent of any third party; (b) will not conflict with the Articles of Incorporation or By-laws of Buyer; (c) will not conflict with, result in a breach of, or constitute a default under, any applicable law, judgment, order, ordinance, injunction, decree, rule, regulation, or ruling of any court or governmental instrumentality; and (d) will not conflict with, constitute grounds for termination of, result in a breach of, constitute a default under, or accelerate or permit the acceleration of any performance required by the terms of, any agreement, instrument, license or permit to which Buyer is a party or by which Buyer may be bound.
Absence of Conflicting Agreements and Required Consents. The execution, delivery, and performance by Service Provider of this Agreement and the documents contemplated hereby (with or without the giving of notice, the lapse of time, or both): (i) will not conflict with the organizing documents of Service Provider; (ii) to the actual knowledge of Service Provider or its Affiliates, does not conflict with, result in a breach of, or constitute a default under, any law, judgment, order, ordinance, injunction, decree, rule, regulation, or ruling of any court or governmental instrumentality applicable to Service Provider; and (iii) does not conflict with, constitute grounds for termination of, result in a breach of, constitute a default under, or accelerate or permit the acceleration of any performance required by the terms of, any agreement, instrument, license or permit to which Service Provider is a party or by which it is bound as of the date hereof.
Absence of Conflicting Agreements and Required Consents. Subject to obtaining the Consents listed in Disclosure Schedule 3.3 including, without limitation, the FCC Consent, the execution, delivery, and performance of this Agreement and the other Seller Documents (with or without the giving of notice, the lapse of time, or both): (i) does not and will not require the consent, approval, authorization or permission of, or filing with, any third party; (ii) does not and will not conflict with any provision of the organizational documents or By-Laws of WITN-TV or Raycom; (iii) does not and will not, with respect to WITN-TV or Raycom, conflict with, result in a breach of, or constitute a default (or an event which with notice, lapse of time, or both would become a default) under, any applicable law, judgment, order, ordinance, decree, rule, regulation, or ruling of any court or Governmental Authority; (iv) does not and will not, with respect to WITN-TV or Raycom, conflict with, constitute grounds for termination of, result in a breach of, constitute a default (or an event which with notice or lapse of time or both would become a default) under, or accelerate or permit the acceleration of, any performance required by the terms of any financing, debt, or equity agreement or any other agreement, instrument, license, or permit to which WITN-TV or Raycom is a party or by which WITN-TV or Raycom may be bound or to which any of the Assets or the Station is subject or affected; and (v) does not and will not create any claim, liability, Lien, charge, or encumbrance upon any of the Assets, other than: (a) Consents, the failure of which to obtain or hold will not materially interfere with the ability of Buyer to conduct the business and operations of the Station as currently conducted; or (b) any such conflicts, violations, defaults, rights, or Liens that, individually or in the aggregate, will not: (i) materially interfere with the ability of Buyer to conduct the business and operations of the Station as currently conducted; (ii) impair the ability of Seller to transfer the Assets to Buyer in accordance with the terms of this Agreement; or (iii) prevent or hinder the consummation of the transactions contemplated by this Agreement.
Absence of Conflicting Agreements and Required Consents. Except for applicable requirements of the HSR Act and subject to the receipt of the MLB and NHL Approvals (as defined in Section 6.6 hereof) the execution, delivery and performance by Holdings of this Agreement and the documents contemplated hereby (with or without the giving of notice, the lapse of time, or both): (a) do not require the consent of any third party; (b) will not conflict with the Articles of Organization of Holdings or the LLC Regulations, or other applicable organizational and governing documents of Holdings or any subsidiary of Holdings; (c) will not conflict in any material respect with, result in a material breach of, or constitute a material default under, any applicable law, judgment, order, ordinance, injunction, decree, rule, regulation, or ruling of any Governmental Authority applicable to Holdings or any subsidiary of Holdings or any material contract or agreement to which Holdings or any subsidiary of Holdings is a party or by which Holdings or any subsidiary of Holdings may be bound.
