Common use of Absence of Conflicting Agreements Clause in Contracts

Absence of Conflicting Agreements. Subject to obtaining the FCC Consent provided for in Section 6.1, the other Consents listed on Schedule 3.3 and any filing required under the HSR Act, the execution, delivery, and performance of this Agreement and the documents contemplated hereby and thereby (with or without the giving of notice, the lapse of time, or both): (i) do not require the consent of any third party; (ii) will not conflict with any provision of the Articles of Incorporation or Bylaws of either Seller; (iii) will 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; (iv) 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 either Seller is a party or by which either Seller may be bound; and (v) will not create any claim, liability, mortgage, lien, pledge, condition, charge, or encumbrance of any nature whatsoever upon any of the Assets.

Absence of Conflicting Agreements. Subject Except as set forth in Schedule 3.3, subject to obtaining the FCC Consent provided for in Section 6.1, the other Consents listed on Schedule 3.3 and any filing required under the HSR ActConsents, the execution, delivery, and performance of this Agreement and of the instruments and documents contemplated hereby and thereby by Sellers (with or without the giving of notice, the lapse of time, or both): (i) do not require the consent of any third party; (ii) will not conflict with any provision of the Articles of Incorporation or Bylaws By-Laws of either any Seller; (iii) will 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 instrumentalityinstrumentality which is applicable to any Seller; (iv) 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 either any Seller is a party or by which either any Seller or any substantial portion of any Seller's property may be bound; and or (viv) will not create any claim, liability, mortgage, lien, pledge, condition, chargecharge or, or encumbrance of any nature whatsoever upon any of the Assets.

Absence of Conflicting Agreements. Subject to obtaining the FCC Consent provided for in Section 6.1, the other Consents listed on Schedule 3.3 and any filing required under the HSR Act3.3, the execution, delivery, and performance of this Agreement and the Escrow Agreement and the documents contemplated hereby and thereby (with or without the giving of notice, the lapse of time, or both): (i) do not require the consent of any third party; (ii) will not conflict with any provision of either the Articles of Incorporation of KKAK-TV, or Bylaws the Trust Agreement of either Sellerthe Trust; (iii) will 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; (iv) 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 either Seller is a party or by which either Seller may be bound; and (v) will not create any claim, liability, mortgage, lien, pledge, condition, charge, or encumbrance of any nature whatsoever upon any of the Assets.

Absence of Conflicting Agreements. Subject to obtaining the FCC Consent governmental Consents provided for in Section 6.1, 6.1 and Section 6.8 and the other Consents listed on Schedule 3.3 and any filing required under the HSR Act3.3, the execution, delivery, and performance of this Agreement and the documents contemplated hereby and thereby (with or without the giving of notice, the lapse of time, or both): (ia) do not require the consent of any third party; (iib) will not conflict with any provision of the Articles of Incorporation or Bylaws By-Laws of either any Seller; (iiic) will 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; (ivd) 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 either any Seller is a party or by which either any Seller may be boundbound legally; and (ve) will not create any claim, liability, mortgage, lien, pledge, condition, charge, or encumbrance of any nature whatsoever upon any of the Assets.

Absence of Conflicting Agreements. Subject to obtaining the FCC Consent provided for in Section 6.1, the other Consents listed on Schedule 3.3 and any filing required under the HSR Act3.3, the execution, delivery, and performance of this Agreement and the documents contemplated hereby and thereby (with or without the giving of notice, the lapse of time, or both): (i) do not require the consent of any third party; (ii) will not conflict with any provision of the Articles of Incorporation or Bylaws of either SellerSeller or any organizational or governing documents of the Church; (iii) will 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; (iv) 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 either Seller or the Church is a party or by which either Seller or the Church may be bound; and (v) will not create any claim, liability, mortgage, lien, pledge, condition, charge, or encumbrance of any nature whatsoever upon any of the Assets.

Absence of Conflicting Agreements. Subject to obtaining the FCC Consent provided for in Section 6.1Consent, the other Consents listed on Schedule 3.3 5.4, and making any filing required under the HSR Act, the execution, delivery, and performance of this Agreement and the documents contemplated hereby and thereby (with or without the giving of notice, the lapse of time, or both): (i) do not require the consent of any third party; (ii) will not conflict with any provision of the Articles organizational documents of Incorporation or Bylaws of either Sellerthe Company; (iii) will 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; (iv) 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 either Seller the Company is a party or by which either Seller the Company may be bound; and (v) will not create any claim, liability, mortgage, lien, pledge, condition, charge, or encumbrance of any nature whatsoever upon any of the Assets.

Absence of Conflicting Agreements. Subject to obtaining the FCC Consent provided for in Section 6.1, the other Consents listed on Schedule 3.3 and any filing required under the HSR Act3.3, the execution, delivery, and performance of this Agreement and the documents contemplated hereby and thereby (with or without the giving of notice, the lapse of time, or both): (i) do not require the consent of any third party; (ii) will not conflict with any provision of the Articles Certificate of Incorporation Limited Partnership or Bylaws Limited Partnership Agreement of either Seller; (iii) will 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; (iv) 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, or give rise to any right of first refusal that has not been duly and validly waived by the holder thereof, any agreement, instrument, license, or permit to which either Seller is a party or by which either Seller may be bound; and (v) will not create any claim, liability, mortgage, lien, pledge, condition, charge, or encumbrance of any nature whatsoever upon any of the Assets.

Absence of Conflicting Agreements. Subject to obtaining the FCC Consent provided for in Section 6.1, the other Consents listed on Schedule 3.3 and making any filing required under the HSR Act, the execution, delivery, and performance of this Agreement and the Escrow Agreement and the documents contemplated hereby and thereby (with or without the giving of notice, the lapse of time, or both): (i) do not require the consent of any third party; (ii) will not conflict with any provision of the Articles of Incorporation or Bylaws of either Seller; (iii) will 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; (iv) 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 either Seller is a party or by which either Seller may be bound, other than such conflicts, terminations, breaches, defaults or accelerations that would not (x) have a material adverse effect on the Assets, business or operations of Seller and (y) delay or prevent the Closing; and (v) will not create any claim, liability, mortgage, lien, pledge, condition, charge, or encumbrance of any nature whatsoever upon any of the Assets.

Absence of Conflicting Agreements. Subject to obtaining the FCC Consent provided for in Section 6.1Consent, the other Consents listed on Schedule 3.3 3.4, and making any filing required under the HSR Act, the execution, delivery, and performance of this Agreement and the documents contemplated hereby and thereby (with or without the giving of notice, the lapse of time, or both): (i) do not require the consent of any third party; (ii) will not conflict with any provision of the Articles organizational documents of Incorporation or Bylaws of either SellerSeller and the Company; (iii) will 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; (iv) 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 either Seller or the Company is a party or by which either Seller or the Company may be bound; and (v) will not create any claim, liability, mortgage, lien, pledge, condition, charge, or encumbrance of any nature whatsoever upon any of the AssetsAssets except for Permitted Encumbrances.

Absence of Conflicting Agreements. Subject to obtaining the FCC Consent provided for in Section 6.1Consent, the other Consents listed on Schedule 3.3 3.3, and any filing required under the HSR Act, the execution, delivery, and performance by Seller of this Agreement and the documents contemplated hereby and thereby (with or without the giving of notice, the lapse of time, or both): (i) do not require the consent of any third party; (ii) will not conflict with any provision of the Articles organizational documents of Incorporation Seller or Bylaws of either SellerROLI; (iii) will 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; (iv) 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 either Seller or ROLI is a party or by which either Seller or ROLI may be bound; and (v) will not create any claim, liability, mortgage, lien, pledge, condition, charge, or encumbrance of any nature whatsoever upon any of the Assets.

Absence of Conflicting Agreements. Subject to obtaining the FCC Consent provided for in Section 6.1, the other Consents listed on Schedule 3.3 and any filing required under the HSR Act, the The execution, delivery, and performance by Purchaser of this Agreement and the documents contemplated hereby and thereby (with or without the giving of notice, the lapse of time, or both): (ia) do not require the consent of any third partyparty (including any governmental or -16- 21 regulatory authority); (iib) will not conflict with any provision of the Articles Certificate of Incorporation or Bylaws By-Laws of either SellerPurchaser; (iiic) will not violate, conflict with, or 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 instrumentalityinstrumentality applicable to Purchaser; and (ivd) will not violate, 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 mortgage, indenture, lease, contract, agreement, instrument, license, or permit to which either Seller Purchaser is a party or by which either Seller Purchaser may be bound; bound legally with such exceptions which, singly or in the aggregate, are not material and (v) will do not create any claim, liability, mortgage, lien, pledge, result in a material adverse change in the condition, chargefinancial or otherwise, or encumbrance in the earnings, business affairs or business prospects of any nature whatsoever upon any Purchaser, or cause the unwinding of the Assetstransactions contemplated under this Agreement or the LLC Agreement.

Absence of Conflicting Agreements. Subject to obtaining the FCC Consent provided for in Section 6.1, the other Consents listed on Schedule 3.3 and any filing required under 3.3, including, without limitation, the HSR ActFCC Consent, the execution, delivery, and performance of this Agreement by Seller and the documents contemplated hereby and thereby (with or without the giving of notice, the lapse of time, or both): (i) do not require the consent of any third partyparty (including, without limitation, the consent of any governmental, regulatory, administrative or similar authority); (ii) will do not conflict with any provision of the Articles Certificate of Incorporation or Bylaws of either Seller; (iii) will do not conflict with, result in a breach of, or constitute a default under, violate any law, judgment, order, ordinance, injunction, decree, rule, regulation, or ruling of any court or governmental instrumentalityauthority to which Seller is bound; (iv) will do not conflict with, constitute grounds for termination of, result in a material breach of, constitute a material default under, or accelerate or permit the acceleration of any performance required by the terms of, any agreement, instrument, license, or permit to which either Seller is a party or by which either Seller may be bound; and (v) will not create any claim, liability, mortgage, lien, pledge, condition, charge, or encumbrance of any nature whatsoever upon any of the Assets.

Absence of Conflicting Agreements. Subject to obtaining the FCC Consent governmental Consents provided for in Section 6.1, 6.1 and Section 6.8 and the other Consents listed on Schedule 3.3 and any filing required under the HSR Act3.3, the execution, delivery, and performance of this Agreement and the documents contemplated hereby and thereby (with or without the giving of notice, the lapse of time, or both): (ia) do not require the consent of any third party; , (iib) will not conflict with any provision of the Articles of Incorporation or Bylaws By-Laws of either Sellerany Seller or ValueVision; (iiic) will 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; , (ivd) 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 either any Seller or ValueVision is a party or by which either any Seller or ValueVision may be boundbound legally; and (ve) will not create any claim, liability, mortgage, lien, pledge, condition, charge, or encumbrance of any nature whatsoever upon any of the Assets.

Absence of Conflicting Agreements. Subject to obtaining the FCC Consent provided for in Section 6.1, the other Consents listed on Schedule 3.3 and any filing required under Section 3.4 of the HSR ActDisclosure Schedule, the execution, delivery, and performance of this Agreement and the documents contemplated hereby and thereby (with or without the giving of notice, the lapse of time, or both): (i) do not require the consent of any third party; (ii) will not conflict with any provision of the Articles certificate of Incorporation incorporation or Bylaws bylaws of either SellerCelarix; (iii) will not violate, 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 instrumentalityGovernmental Authority which would have a Material Adverse Effect; (iv) will not result in the breach of any terms of, 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 either Seller Celarix is a party or by which either Seller Celarix may be boundbound which would have a Material Adverse Effect; and (v) will not create any claim, liability, mortgage, lien, pledge, condition, charge, or encumbrance of any nature whatsoever upon any of the Assets.

Absence of Conflicting Agreements. Subject to obtaining the FCC Consent provided for in Section 6.1Consent, the other Consents listed on Schedule 3.3 3.3, and making any filing required under the HSR Act, the execution, delivery, and performance of this Agreement and the documents contemplated hereby and thereby (with or without the giving of notice, the lapse of time, or both): (i) do not require the consent of any third party; (ii) will not conflict with any provision of the Articles organizational documents of Incorporation or Bylaws of either Seller; (iii) will 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; (iv) 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 either Seller is a party or by which either Seller may be bound; and (v) will not create any claim, liability, mortgage, lien, pledge, condition, charge, or encumbrance of any nature whatsoever upon any of the Assets, except for Permitted Encumbrances.

Absence of Conflicting Agreements. Subject to obtaining the FCC Consent provided for in Section 6.1, the other Consents listed on Schedule 3.3 and making any filing required under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvement Act of 1976, as amended (the "HSR Act"), the execution, delivery, and the performance of this Agreement and the documents contemplated hereby and thereby (with or without the giving of notice, the lapse of time, or both): (i) do not require the consent of any third party; (ii) will not conflict with any provision of the Articles of Incorporation or Bylaws of either Seller; (iii) will 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 instrumentalityinstrumentality in a proceeding involving Seller; (iviii) 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 either Seller is a party or by which either Seller may be bound; and (viv) will not create any claim, liability, mortgage, lien, pledge, condition, charge, or encumbrance of any nature whatsoever upon any of the Assets.; and (v) will not conflict with any provision of Seller's Certificate of Incorporation or By-laws. 3.4

Absence of Conflicting Agreements. Subject to obtaining the FCC Consent governmental Consents provided for in Section 6.1, 6.1 and Section 6.8 and the other Consents listed on Schedule 3.3 and any filing required under the HSR Act3.3, the execution, delivery, and performance of this Agreement and the documents contemplated hereby and thereby (with or without the giving of notice, the lapse of time, or both): (ia) do not require the consent of any third party; (iib) will not conflict with any provision of the Articles of Incorporation or Bylaws By-Laws of either Sellerany Seller or ValueVision; (iiic) will 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; (ivd) 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 either any Seller or ValueVision is a party or by which either any Seller or ValueVision may be boundbound legally; and (ve) will not create any claim, liability, mortgage, lien, pledge, condition, charge, or encumbrance of any nature whatsoever upon any of the Assets.