Common use of Absence of Conflicting Agreements or Required Consents Clause in Contracts

Absence of Conflicting Agreements or Required Consents. The execution, delivery and performance by Purchaser of this Agreement and the other Transaction Documents do not and will not (a) violate, conflict with or result in the breach or default of any provision of the certificate or articles of incorporation or by-laws of Purchaser, (b) materially conflict with or materially violate any material Law or material Governmental Order applicable to Purchaser or any of its properties or assets, (c) except for (i) the notification requirements of the HSR Act, (ii) such filings with, and orders of, the FCC as may be required under the Communications Act and the FCC's rules and regulations in connection with this Agreement and the transactions contemplated hereby as provided for in Section 4.7 hereof (including Section 4.7 of the Disclosure Schedule) or otherwise hereunder, and (iii) such matters that would not reasonably be expected to materially impair or delay the consummation of the transactions contemplated hereby, require any consent, approval, authorization or other order of, action by, registration or filing with or declaration or notification to any Governmental Authority or any other Person or (d) except for such matters that would not reasonably be expected to materially impair or delay the consummation of the transaction contemplated hereby, conflict with, result in any violation or breach of, constitute a default (or event which with the giving of notice, or lapse of time or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, or result in the creation of any Encumbrance on any of the Purchaser's assets pursuant to, any note, bond, mortgage or indenture, contract, agreement, lease, sublease, license or permit, or franchise to which Purchaser is a party or by which its assets are bound.

Absence of Conflicting Agreements or Required Consents. The Subject to approval of this Agreement by the Partners of Seller, the execution, delivery and performance by Purchaser Seller of this Agreement and the any other Transaction Documents do not and will not documents contemplated hereby (a) violate, conflict with or result in without the breach giving of notice, the lapse of time, or default of any provision of the certificate or articles of incorporation or by-laws of Purchaser, (b) materially conflict with or materially violate any material Law or material Governmental Order applicable to Purchaser or any of its properties or assets, (c) except for both): (i) except as set forth in Schedule 5.5, Schedule 5.6 or Schedule 5.9 hereto, do not require the notification requirements consent of any governmental or regulatory body or authority or any other third party, except for such consents for which the HSR Act, (ii) such filings with, and orders of, the FCC as may be required under the Communications Act and the FCC's rules and regulations in connection with this Agreement and the transactions contemplated hereby as provided for in Section 4.7 hereof (including Section 4.7 of the Disclosure Schedule) or otherwise hereunder, and (iii) such matters that failure to obtain would not reasonably be expected to materially impair result in a Material Adverse Effect on the Business and the Purchased Assets; (ii) will not conflict with or delay the consummation result in a violation of the transactions contemplated herebyany provision of Seller's limited partnership agreement; (iii) will not conflict with, require any consent, approval, authorization or other order result in a violation of, action byor constitute a default under, registration any law, rule, ordinance, or filing with or declaration or notification to any Governmental Authority regulation, or any other Person ruling, decree, determination, award, judgment, order or (d) injunction of any court or governmental instrumentality which is applicable to Seller or by which Seller or its properties are subject or bound, except for such matters that conflict, violation or default the occurrence of which would not reasonably be expected to materially impair or delay result in a Material Adverse Effect on the consummation of Business and the transaction contemplated herebyPurchased Assets; (iv) except as set forth in Schedule 5.9, will not conflict with, constitute grounds for termination of, result in any violation or a breach of, constitute a default (or event which with the giving of notice, or lapse of time or both, would become a default) under, require any consent notice under, or give accelerate or modify, or permit any person to others accelerate or modify, any rights of termination, amendment, acceleration, suspension, revocation or cancellation performance required by the terms of, or result in the creation of any Encumbrance on any of the Purchaser's assets pursuant to, any note, bond, mortgage or indenture, contract, agreement, lease, subleaseinstrument, license or permitpermit material to this transaction, or franchise to which Purchaser Seller is a party or by which Seller or any of its properties are subject or bound, except for such conflict, termination, breach, or default, the occurrence of which would not reasonably be expected to result in a Material Adverse Effect on the Business and the Purchased Assets; and (v) will not create any Encumbrance or restriction upon any of the assets are boundor properties of Seller.

Absence of Conflicting Agreements or Required Consents. The execution, delivery and performance by Purchaser each of this Agreement RCG and Merger Corp of the other Transaction Merger Documents do not to be executed and delivered by it: (i) will not conflict with any provision of RCG's or Merger Corp's certificate of incorporation or bylaws; (aii) violate, will not conflict with or result in the breach or default a violation of any provision Law, ruling, judgment, order or injunction of any court or governmental instrumentality to which RCG or Merger Corp is a party or by which RCG or Merger Corp or any of their respective properties are bound; (iii) will not conflict with, constitute grounds for termination of, result in a breach of, constitute a default under, require any notice under, or accelerate or permit the certificate acceleration of any performance required by the terms of any agreement, instrument, license or articles of incorporation permit to which RCG or by-laws of Purchaser, (b) materially conflict with Merger Corp is a party or materially violate any material Law or material Governmental Order applicable to Purchaser or by which any of its properties are bound; and (iv) will not create any lien, encumbrance or assetsrestriction upon any of the assets or properties of RCG or Merger Corp. No consent, (c) approval, order or authorization of, action by or in respect of, registration, declaration or filing with, any Regulatory Authority is required by or with respect to the RCG or Merger Corp in connection with the execution and delivery of this Agreement or the consummation by RCG or Merger Corp of the transactions contemplated hereby, except for (i) the filing of a pre-merger notification requirements of and report under the HSR Act, (ii) the filing of an application for a Certificate of Need permit or exemption under the Planning Act, (iii) the filing with the SEC of such filings with, and orders of, reports under the FCC 1934 Act as may be required under the Communications Act and the FCC's rules and regulations in connection with this Agreement agreement and the transactions contemplated hereby as provided for in Section 4.7 hereof (including Section 4.7 of the Disclosure Schedule) or otherwise hereunder, and (iii) such matters that would not reasonably be expected to materially impair or delay the consummation of the transactions contemplated hereby, require any consent(iv) such filings with Regulatory Authorities as shall be necessary to satisfy the applicable requirements of state securities or "Blue Sky" laws, approval, authorization or other order of, action by, registration or filing and (v) such filings with or declaration or notification to any Governmental Authority or any other Person or (d) except for such matters that would not reasonably be expected to materially impair or delay the consummation and approvals of the transaction contemplated hereby, conflict with, result in any violation or breach of, constitute a default (or event which with Nasdaq Stock Market to permit the giving shares of notice, or lapse of time or both, would become a default) under, require any consent under, or give RCG Common Stock that are to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, or result in be issued pursuant to the creation of any Encumbrance Merger and under the options and warrants to be assumed by RCG hereunder to be listed on any of the Purchaser's assets pursuant to, any note, bond, mortgage or indenture, contract, agreement, lease, sublease, license or permit, or franchise to which Purchaser is a party or by which its assets are boundNasdaq Stock Market.

Absence of Conflicting Agreements or Required Consents. The Except as set forth in Article 4 with respect to the FCC, the HSRA and other governmental consents, and except as disclosed on Schedule 7.3, neither the execution, delivery and performance by Purchaser of this Agreement and the Agreement, or any other Transaction Documents do not and will not (a) violate, conflict with or result in the breach or default of any provision of the certificate or articles of incorporation or by-laws of Purchaser, (b) materially conflict with or materially violate any material Law or material Governmental Order applicable to Purchaser which BPH or any of its properties Seller is or assetswill be a party, (c) except for (i) the notification requirements of the HSR Act, (ii) such filings with, and orders of, the FCC as may be required under the Communications Act and the FCC's rules and regulations in connection with this Agreement and the transactions contemplated hereby as provided for in Section 4.7 hereof (including Section 4.7 of the Disclosure Schedule) or otherwise hereunder, and (iii) such matters that would not reasonably be expected to materially impair or delay nor the consummation of the transactions contemplated herebyhereby and thereby by BPH and the Sellers: (a) does or will require the consent of any third party (except as disclosed on Schedule 7.7 and except for consents to the assignment of Contracts to be assumed pursuant to the Pending Purchase Agreements); (b) does or will violate any provisions of BPH's or any Subsidiary's or Seller's organizational documents; (c) does or will violate any applicable law, require any consentjudgment, approvalorder, authorization injunction, decree, rule, regulation or other order of, action by, registration or filing with or declaration or notification to ruling of any Governmental Authority Entity to which BPH, any Subsidiary or any other Person or (d) except for such matters that would not reasonably be expected to materially impair or delay the consummation of the transaction contemplated hereby, conflict with, result in any violation or breach of, constitute a default (or event which with the giving of notice, or lapse of time or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, or result in the creation of any Encumbrance on any of the Purchaser's assets pursuant to, any note, bond, mortgage or indenture, contract, agreement, lease, sublease, license or permit, or franchise to which Purchaser Seller is a party or by which its any of them or the Assets are bound; (d) except due to the failure to obtain required consent to the assignment of any Contract, does or will, either alone or with the giving of notice or the passage of time, or both, conflict with, constitute grounds for termination of or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, agreement or other instrument to which BPH or any Subsidiary or Seller is a party or by which any of them is bound; and (e) except due to the failure to obtain required consent to the assignment of any Contract, does result in or will result in the termination of, or the creation or imposition of any Lien pursuant to the terms of, any contract, commitment, agreement, understanding or arrangement of any kind to which BPH or any Subsidiary or Seller is a party or by which any of them or their respective assets are bound. Without limiting the generality of the foregoing, except as set forth in Schedule 7.3, neither the execution and delivery nor the performance of this Agreement by BPH or any Subsidiary or Seller will violate any covenant or other restriction in any loan agreement, indenture, note or other agreement or instrument relating to any indebtedness of BPH or of any Subsidiary or Seller.