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.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (KLIF Broadcasting, Inc.)
Absence of Conflicting Agreements and Required Consents. Except for Subject to the filing receipt 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 6.2Consents, the execution, delivery and performance by Buyer of this Agreement and the Buyer Documents and the consummation of the transactions documents 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 notice, the passage 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 violateconstitute a default under, any applicable law, judgment, order, ordinance, injunction, decree, rule, regulation, or be in ruling of any court or governmental instrumentality; and (d) will not conflict with, or constitute grounds for termination of, result in a breach of, constitute a default under, or accelerate or permit the termination acceleration of any performance required by the terms of, or cause any agreement, instrument, license 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 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, (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 approval, permit, or authorization of, or declaration, filing or registration withdeclaration to, or notice to, filing with any governmental or regulatory authority or any other third party is required (a) to be obtained or made by Buyer in connection with the execution, delivery and performance of consummate this Agreement or the Buyer Documents or the consummation of and the transactions contemplated hereby hereby, or (b) to permit Buyer to acquire the Assets from Sellers or to assume certain liabilities and therebyobligations of Sellers in accordance with Section 2.5.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Sinclair Broadcast Group Inc), Asset Purchase Agreement (Sinclair Broadcast Group Inc)
Absence of Conflicting Agreements and Required Consents. Except for Subject to the filing receipt 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 6.2Consents, the execution, delivery and performance by Buyer of this Agreement and the Buyer Documents and the consummation of the transactions documents 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 notice, the passage 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 violateconstitute a default under, any applicable law, judgment, order, ordinance, injunction, decree, rule, regulation, or be in ruling of any court or governmental instrumentality; and (d) will not conflict with, or constitute grounds for termination of, result in a breach of, constitute a default under, or accelerate or permit the termination acceleration of any performance required by the terms of, or cause any agreement, instrument, license 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 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, (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 approval, permit, or authorization of, or declaration, filing or registration withdeclaration to, or notice to, filing with any governmental or regulatory authority or any other third party is required (a) to be obtained or made by Buyer in connection with the execution, delivery and performance of consummate this Agreement or the Buyer Documents or the consummation of and the transactions contemplated hereby hereby, or (b) to permit Buyer to acquire the Assets from Sellers or to assume certain liabilities and therebyobligations of Sellers in accordance with Section 2.5.
Appears in 1 contract
Samples: Asset Purchase Agreement (Sinclair Broadcast Group Inc)