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 filing of the Assignment Application and the granting of the FCC Consents provided for in Section 6.1 and the filings required by HSR Act provided for in Section 6.2, the execution, delivery and performance of this Agreement and the Buyer Documents and the consummation of the transactions contemplated hereby and thereby, will not (i) conflict with or violate any provision of the Certificate of Incorporation or the Bylaws of Buyer, (ii) with or without the giving of notice or the passage of time, or both, result in a breach of, or violate, or be in conflict with, or constitute a default under, or permit the termination of, or cause or permit acceleration under, any agreement or instrument of any debt or obligation to which Buyer is a party, (iii) require the consent of any party to any material agreement or commitment to which Buyer is a party or by which Buyer is subject or bound, (iv) violate any law, rule or regulation or any order, judgment, decree or award of any court, governmental authority or arbitrator to or by which Buyer is subject or bound; no consent, approval or authorization of, or declaration, filing or registration with, or notice to, any governmental or regulatory authority or any other third party is required to be obtained or made by Buyer in connection with the execution, delivery and performance of this Agreement or the Buyer Documents or the consummation of the transactions contemplated hereby and thereby.
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. Except for 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. Except as set forth on Schedule 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 Certificate 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 as set forth on 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 Purchased Assets from Seller or to assume the Assumed Liabilities of Seller in accordance with Section 2.5.
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 the Certificate of Incorporation or the Bylaws 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.
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. 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. The execution, delivery, and performance by Sales Agent 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 governmental or regulatory authority or any other Person; (b) will not conflict with the Certificate of Incorporation or By-Laws of Sales Agent; (c) to the best of Sales Agent’s knowledge, 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 Sales Agent; and (d) 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 Sales Agent is a party or by which Sales Agent is bound.
Absence of Conflicting Agreements and Required Consents. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by Buyer (with or without the giving of notice, the lapse of time, or both): (i) do not require the consent of any third party; (ii) do not conflict with Buyer's organizational documents; and (iii) do not conflict with, result in a breach of, or constitute a default under, any applicable Legal Requirement or ruling of any court or Governmental Authority applicable to Buyer, or any contract or agreement to which Buyer is a party or by which Buyer may be bound, such that Buyer can not perform its obligations hereunder.
