Absence of Conflicting Agreements; Consents. Except for the expiration or termination of any applicable waiting period under the HSR Act, the filing by FVP, any other FrontierVision Company and/or the Sellers with the SEC of any reports required to be filed in connection with the consummation of the transactions contemplated hereby, or as set forth in Section 4.2 of FrontierVision's Disclosure Schedule, the execution, delivery and performance by such Seller of this Agreement and the other Transaction Documents to which such Seller is a party (with or without the giving of notice, the lapse of time, or both): (A) do not require the Consent of, notice to, or filing with any Governmental Authority or any other Person that has not been obtained; (B) will not conflict with any provision of the Charter Documents of such Seller (and, in the case of the SPC Sellers, the Charter Documents of the SPC owned by such Seller) as currently in effect; (C) assuming receipt of all Consents, will not conflict with, result in a breach of, or constitute a default under any Legal Requirement to which such Seller (and, in the case of the SPC Sellers, to which the SPC owned by such Seller) is bound; (D) assuming receipt of all Consents, 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 or instrument to which such Seller (and, in the case of the SPC Sellers, to which the SPC owned by such Seller) is bound; and (E) will not result in the creation of any Encumbrance upon the Purchased Interests held by such Seller (and, in the case of the SPC Sellers, upon the limited partnership interest in FVP held by the SPC owned by such Seller). Notwithstanding the foregoing, no Seller makes any representation or warranty regarding any of the foregoing that may result from the specific legal or regulatory status of Buyer or as a result of any other facts that specifically relate to the business or activities in which Buyer is or proposes to be engaged other than the cable television business.
Absence of Conflicting Agreements; Consents. The execution and delivery of this Agreement, the Voting Agreement and the Registration Rights Agreement and the consummation of the transactions contemplated hereby and thereby will not conflict in any material respect with or result in a material breach of any terms or provisions of, or constitute a material default under (a) the Articles of Incorporation or Bylaws of Investor; (b) any note, bond, mortgage, indenture, license, lease, contract, commitment, agreement or other instrument or obligation to which Investor is a party or by which Investor or any of its properties may be bound; or (c) any statute, order, writ, injunction, decree, rule or regulation applicable to Investor or any of its properties. No consent, approval, authorization, declaration or other order of, or registration or filing with, any court or regulatory authority or any third person is required for the valid execution, delivery and performance of this Agreement and the Voting Agreement by Investor or its consummation of the transactions contemplated hereby or thereby, except such consents, approvals, authorizations, declarations, registrations or filings that have already been obtained or made, or those disclosed by the Company pursuant to this Agreement.
Absence of Conflicting Agreements; Consents. Except for the expiration or termination of any applicable waiting period under the HSR Act and the filing by Buyer with the SEC of any reports required to be filed in connection with the consummation of the transactions contemplated hereby, the execution, delivery and performance by Buyer of this Agreement and the other Transaction Documents to which Buyer is a party (with or without the giving of notice, the lapse of time, or both): (a) do not require any Consent, declaration to, or filing with any Governmental Authority or any other Person; (b) will not conflict with any provision of the Charter Documents of Buyer, as currently in effect; (c) will not conflict with, result in a breach of, or constitute a default under any Legal Requirement to which Buyer is bound; 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 or instrument to which Buyer is a party or bound. Notwithstanding the foregoing, Buyer does not make any representation or warranty regarding any of the foregoing that may result from the specific legal or regulatory status of any Seller or any FrontierVision Company or as a result of any other facts that specifically relate to the business or activities in which any Seller or any FrontierVision Company is or proposes to be engaged other than the cable television business.
Absence of Conflicting Agreements; Consents. The execution and delivery of this Agreement, and the performance of the transactions contemplated herein, by Seller will not require any consent, approval, authorization or other action by, or filing with or notification to, any Person or governmental authority, except as follows:
(a) applicable requirements under the HSR Act; (b) consents to the assignment of the FCC Licenses to Buyer (and, as applicable, to LPI) by the FCC; (c) filings with respect to real estate, sales and other transfer taxes; (d) consent of third parties to assignment of certain of the Assumed Contracts as specified in Schedule 3.3; and (e) other immaterial consents, approvals, authorizations, actions, filings or notifications. Subject to obtaining the Consents, the execution, delivery and performance by Seller of this Agreement (with or without the giving of notice, the lapse of time, or both): (a) do not conflict with any provision of the Certificate of Incorporation and Bylaws of Seller; (b) do not conflict with, result in a breach of, or constitute a default in any material respect under, any applicable law, judgment, order, ordinance, injunction, decree, rule, regulation or ruling of any court or governmental authority applicable to Seller; (c) do not result in the breach in any material respect of any contract or agreement to which Seller is a party or by which Seller may be bound; and (d) will not create any Lien upon any of the Assets, except for Permitted Liens.
Absence of Conflicting Agreements; Consents. Except for the expiration or termination of any applicable waiting period under the HSR Act, the filing by FVP, any other FrontierVision Company, and/or the Sellers with the SEC of any reports required to be filed in connection with the consummation of the transactions contemplated hereby, or as set forth in Section 3.4 of FrontierVision's Disclosure Schedule, the execution, delivery and performance by FVP of this Agreement and the other Transaction Documents to which FVP is a party (with or without the giving of notice, the lapse of time, or both): (A) do not require the Consent of, notice to, or filing with any Governmental Authority or any other Person under any Franchise, FCC License or Material Contract; (B) will not conflict with any provision of the Charter Documents of FVP or any other FrontierVision Company, each as currently in effect; (C) assuming receipt of all Consents, will not conflict with, result in a breach of, or constitute a default under any Legal Requirement to which FVP or any of the other FrontierVision Companies is bound; (D) assuming receipt of all Consents, 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 Franchise, FCC License, or Material Contract; and (E) will not result in the creation of any Encumbrance upon the Assets. Notwithstanding the foregoing, FVP does not make any representation or warranty regarding any of the foregoing that may result from the specific legal or regulatory status of Buyer or as a result of any other facts that specifically relate to the business or activities in which Buyer is or proposes to be engaged other than the cable television business.
Absence of Conflicting Agreements; Consents. Neither the execution, delivery or performance by the Seller of this Agreement and any Seller Related Agreements to which the Seller is a party, nor the consummation of the Transactions, does or will, after the giving of notice, or the lapse of time or both, or otherwise:
(a) contravene, result in a breach of, or constitute a default under, the Seller’s Organizational Documents;
(b) contravene or violate any Law to which the Seller or the Business is subject or by which the Seller or the Business is bound;
(c) contravene or constitute a default under any Material Contract;
(d) contravene in any material respect, result in any material breach of or constitute a default in any material respect (or which with the giving of notice or lapse of time would become such a default) under, give rise to any right of termination, material amendment, material modification, acceleration or cancellation of any material obligation or loss of any material benefit under, result in the creation of any Lien or Encumbrance on any of the assets of the Seller (including the Purchased Assets) pursuant to or under any Law or Governmental Order applicable to the Seller; or
(e) require the Consent of any Person or any Governmental Authority, other than as set forth in Schedule 3.3.
Absence of Conflicting Agreements; Consents. Neither the execution, delivery or performance of this Agreement and the Buyer Related Agreements, nor the consummation of the Transactions by the Buyer, does or will, after the giving of notice, or the lapse of time or both, or otherwise: (a) contravene, result in a breach of, or constitute a default under, the Organizational Documents of the Buyer; (b) contravene or violate in any material respect any material applicable Law to which the Buyer is a party or by which the Buyer or its assets are bound; (c) contravene in any material respect, or constitute a default in any material respect under, any contract or agreement to which the Buyer is a party or by which the Buyer or its assets are bound; or (d) require the Consent of or notice to any Governmental Authority.
Absence of Conflicting Agreements; Consents. To the knowledge of Holder the execution, delivery, and performance by Holder 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 any provision of the limited liability company agreement or certificate of formation of Holder, each as currently in effect; (c) will not conflict with, result in a breach of, or constitute a default under any Legal Requirement; 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 Holder is a party or by which Holder may be bound.
Absence of Conflicting Agreements; Consents. To the knowledge of Holder the execution, delivery, and performance by Holder 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 any provision of the limited liability company agreement or certificate of formation of Holder, each as currently in effect; (c) will not conflict with, result in a breach of, or constitute a default under any permit, authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency; 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 Holder is a party or by which Holder may be bound.
Absence of Conflicting Agreements; Consents. (a) The execution, delivery and performance of this Agreement and the Transaction Agreements by Emmis and Mediaco do not and will not: (i) violate any provisions of the Organizational Documents of Emmis or Mediaco; (ii) violate any applicable Law or Order; (iii) constitute a material default under, or accelerate or permit the acceleration of any performance required by the terms of any Material Assumed Contracts or Material Shared Contracts (including any Real Estate Leases), or to Emmis’ Knowledge any other Assumed Contract, assuming in either case any necessary consents are obtained; (iv) create any material claim, Encumbrance upon any of the Mediaco Assets, other than Permitted Encumbrances; or (v) create any material claim, Encumbrance upon any of the capital stock of Mediaco (other than Encumbrances created by or imposed by Purchaser).
(b) No additional approval or consent of any Person is required to be obtained by Emmis or Mediaco for the authorization of this Agreement or the other documents contemplated hereby or the execution, delivery, performance and consummation by Emmis and Mediaco of the transactions contemplated by this Agreement and the other documents contemplate hereby.
