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.
Appears in 1 contract
Samples: Asset Purchase Agreement (Sinclair Broadcast Group Inc)
Absence of Conflicting Agreements and Required Consents. Except as set forth on Schedule 4.3Subject to the receipt of the Consents, the execution, delivery, 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): ):
23 25 (a) do not require the consent of any third party; (b) will not conflict with the Certificate 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, license or permit to which Buyer is a party or by which Buyer may be bound. Except as set forth on for the FCC Consent provided for in Section 6.1. the filings required by Hart-Xxxxx-Xxxxxx xxxvided 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 Purchased Assets from Seller Sellers or to assume the Assumed Liabilities certain liabilities and obligations of Seller Sellers in accordance with Section 2.5.
Appears in 1 contract
Samples: Asset Purchase Agreement (Entercom Communications Corp)
Absence of Conflicting Agreements and Required Consents. Except as set forth Subject to obtaining the Consents listed on Schedule 4.33.3, 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 partyparty that has not been obtained; (b) will not conflict with the Certificate or 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, 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 4.3for the FCC Consent provided for in Section 5.1, or such consents, approvals, permits or authorizations that have been obtained, 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 (ai) to consummate this Agreement and the transactions contemplated hereby, or (bii) to permit Buyer to acquire the Purchased Assets from Seller Sellers or to assume the Assumed Liabilities certain liabilities and obligations of Seller Sellers in accordance with Section 2.5. (For purposes of the making of the representations and warranties in this Section as of the License Closing, the term “Assets” shall refer to the “License Assets.”)
Appears in 1 contract
Samples: Asset Purchase Agreement (Sinclair Broadcast Group Inc)
Absence of Conflicting Agreements and Required Consents. Except as set forth on Schedule 4.3Subject to the receipt of the Consents, the execution, delivery, 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 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, license or permit to which Buyer is a party or by which Buyer may be bound. Except as set forth on for the FCC Consent provided for in Section 6.1. the filings required by Hart-Xxxxx-Xxxxxx xxxvided 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 Purchased Assets from Seller Sellers or to assume the Assumed Liabilities certain liabilities and obligations of Seller Sellers in accordance with Section 2.5.
Appears in 1 contract
Samples: Asset Purchase Agreement (Entercom Communications Corp)