Common use of Absence of Conflicting Agreements; Consents Clause in Contracts

Absence of Conflicting Agreements; Consents. Except for the expiration or termination of any applicable waiting period under the HSR Act, or as set forth in Schedule 3.4 or Schedule 3.8 or as would not impair the ability of Falcon to perform its obligations under the Transaction Documents to which it is a party, the execution, delivery and performance by Falcon and Sellers of this Agreement and the other Transaction Documents to which they are a party (with or without the giving of notice, the lapse of time, or both): (a) do not require any Consent of, declaration to , 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 Organizational Documents of any Falcon Company, each as currently in effect; (c) assuming receipt of all Consents listed in Schedule 3.4 or Schedule 3.8, will not conflict with, in any material way, result in a material breach of, or constitute a material default under any Legal Requirement to which any Falcon Company is bound; (d) assuming receipt of all Consents listed in Schedule 3.4 or Schedule 3.8, 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) assuming receipt of all Consents, will not result in the creation of any Encumbrance upon the Assets or the Purchased Interests. Notwithstanding the foregoing, Falcon makes no representation or warranty regarding any of the foregoing that may result from the specific legal or regulatory status of Buyer or its Affiliates or as a result of any other facts that specifically relate to the business or activities in which Buyer or its Affiliates is or proposes to be engaged other than the cable television business.

Absence of Conflicting Agreements; Consents. Except for the expiration or termination of any applicable waiting period under the HSR Act, Act or as set forth in on Schedule 3.4 or Schedule 3.8 or as would not impair the ability of Falcon Seller to perform its obligations under the Transaction Documents to which it is a partyDocuments, the execution, delivery and performance by Falcon and Sellers Seller of this Agreement and by Seller of the other Transaction Documents to which they are it is a party (with or without the giving of notice, the lapse of time, or both): (a) do not require any the Consent of, declaration to , notice to, or filing with any Governmental Authority or any other Person under any Franchiseof the Companies' Franchises, FCC License Licenses or Material ContractContracts or under any material agreement or instrument to which Seller is a party or is bound; (b) will not conflict with any provision of Seller's or the Companies' Organizational Documents of any Falcon Company, each as currently in effect; (c) assuming receipt of all Consents listed in Schedule 3.4 or Schedule 3.8, will not conflict with, in any material way, result in a material breach of, or constitute a material default under any Legal Requirement to which any Falcon Company of Seller or the Companies is bound; (d) assuming receipt of all Consents listed in Schedule 3.4 or Schedule 3.8, 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 Franchiseof the Companies' Franchises, FCC LicenseLicenses, or Material ContractContracts or under any material agreement or instrument to which Seller is a party or is bound; and (e) assuming receipt of all Consents, will not result in the creation of any Encumbrance Encumbrance, other than the Legal Restrictions, but subject to Permitted Encumbrances, upon the Assets or the Purchased InterestsShares. Notwithstanding the foregoing, Falcon Seller makes no representation or warranty regarding any of the foregoing that may result from the specific legal or regulatory status of any of Buyer or any of its Affiliates or as a result of any other facts that specifically relate to the business or activities in which any of Buyer or any of its Affiliates is or proposes to be engaged engaged, other than the cable television business.

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 Schedule 3.4 or Schedule 3.8 or as would not impair the ability Section 4.2 of Falcon to perform its obligations under the Transaction Documents to which it is a partyFrontierVision's Disclosure Schedule, the execution, delivery and performance by Falcon and Sellers such Seller of this Agreement and the other Transaction Documents to which they are such Seller is a party (with or without the giving of notice, the lapse of time, or both): (aA) do not require any the Consent of, declaration to , notice to, or filing with any Governmental Authority or any other Person under any Franchise, FCC License or Material Contractthat has not been obtained; (bB) will not conflict with any provision of the Organizational Charter Documents of any Falcon Companysuch Seller (and, each in the case of the SPC Sellers, the Charter Documents of the SPC owned by such Seller) as currently in effect; (cC) assuming receipt of all Consents listed in Schedule 3.4 or Schedule 3.8Consents, will not conflict with, in any material way, result in a material breach of, or constitute a material default under any Legal Requirement to which any Falcon Company such Seller (and, in the case of the SPC Sellers, to which the SPC owned by such Seller) is bound; (dD) assuming receipt of all Consents listed in Schedule 3.4 or Schedule 3.8Consents, 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 Franchisematerial agreement or instrument to which such Seller (and, FCC Licensein the case of the SPC Sellers, or Material Contractto which the SPC owned by such Seller) is bound; and (eE) assuming receipt of all Consents, will not result in the creation of any Encumbrance upon the Assets or Purchased Interests held by such Seller (and, in the Purchased Interestscase of the SPC Sellers, upon the limited partnership interest in FVP held by the SPC owned by such Seller). Notwithstanding the foregoing, Falcon no Seller makes no any representation or warranty regarding any of the foregoing that may result from the specific legal or regulatory status of Buyer or its Affiliates or as a result of any other facts that specifically relate to the business or activities in which Buyer or its Affiliates is or proposes to be engaged other than the cable television business.

Absence of Conflicting Agreements; Consents. Except for Subject to obtaining the expiration or termination of any applicable waiting period Consents listed on Schedule 3.3, the FCC Consent and filings required under the HSR Act, or as set forth in Schedule 3.4 or Schedule 3.8 or as would not impair the ability of Falcon to perform its obligations under the Transaction Documents to which it is a partyHSR, the execution, delivery and performance by Falcon each of Xxxxxxxx and Sellers Licensee of this Agreement and the other Transaction Documents to which they are a party documents contemplated hereby (with or without the giving of notice, the lapse of time, or both): (a) do not require the consent of any Consent of, declaration to , notice to, or filing with any Governmental Authority or any other Person under any Franchise, FCC License or Material Contractthird party; (b) will not conflict with any provision of the Organizational Documents Articles of any Falcon Company, each as currently in effectIncorporation or Bylaws of either of Xxxxxxxx or Licensee; (c) assuming receipt of all Consents listed in Schedule 3.4 or Schedule 3.8, will not conflict with, in any material way, result in a material breach of, or constitute a material default under any Legal Requirement law, judgment, order, ordinance, injunction, decree, rule, regulation, or ruling of any court or governmental instrumentality specifically applicable to which any Falcon Company is boundeither of Xxxxxxxx or Licensee; (d) assuming receipt of all Consents listed in Schedule 3.4 or Schedule 3.8, 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 Franchisematerial agreement, FCC Licenseinstrument, license, or Material Contractpermit to which either Xxxxxxxx or Licensee is a party or by which either Xxxxxxxx or Licensee may be bound legally; and (e) assuming receipt of all Consents, will not result in the creation create any claim, liability, mortgage, lien, pledge, condition, charge, or encumbrance of any Encumbrance nature whatsoever upon the Assets or the Purchased Interests. Notwithstanding the foregoing, Falcon makes no representation or warranty regarding any of the foregoing that may result from Assets other than Permitted Liens. Except for the specific legal FCC Consent provided for in Section 3.4, filings required under HSR and the other Consents described in Schedule 3.3, no consent, approval, permit, or authorization of, or declaration to, or filing with any governmental or regulatory status of Buyer authority or its Affiliates or as a result of any other facts that specifically relate third party is required (a) to consummate this Agreement and the business transactions contemplated hereby, or activities in which Buyer or its Affiliates is or proposes (b) to be engaged other than permit Seller to transfer and convey the cable television businessAssets to Buyer.

Absence of Conflicting Agreements; Consents. Except for The execution and delivery of this Agreement, and the expiration performance of the transactions contemplated herein by Meredith, will not require any consent, approval, authorization or termination of xxxxx xction by, or filing with or notification to, any applicable waiting period Person or governmental authority, except as follows: (a) filings required under the HSR Act, or (b) consents to the assignment of the WFSB FCC Licenses to Meredith pursuant hereto and the WCPX FCC Licenses to Meredith purxxxxx xx the First Media Agreement and to Post-Newsweex xxxxxxnt hereto by the FCC, (c) filings with respect to real estate, sales and other transfer taxes, and (d) certain of the WCPX Assumed Contracts may be assigned only with the consent of third parties, as set forth specified in Schedule 3.4 or Schedule 3.8 or as would not impair 3.3 to the ability of Falcon First Media Agreement. Subject to perform its obligations under obtaining the Transaction Documents to which it is a partyWCPX Consents, the execution, delivery and performance by Falcon and Sellers Meredith of this Agreement and the other Transaction Documents to which they are a party documents contemplated hereby (with or xxxx xx without the giving of notice, the lapse of time, or both): (a) do not require the consent of any Consent of, declaration to , notice to, or filing with any Governmental Authority or any other Person under any Franchise, FCC License or Material Contractthird party; (b) will do not conflict with any provision of the Organizational Documents Certificate of any Falcon Company, each as currently in effectIncorporation or Bylaws of Meredith; (c) assuming receipt of all Consents listed in Schedule 3.4 or Schedule 3.8, will do not conflict with, in any material wayrespect with, result in a material xx x xxterial breach of, or constitute a material default under under, any Legal Requirement applicable law, judgment, order, ordinance, injunction, decree, rule, regulation, or ruling of any court or governmental authority applicable to Meredith, or result in the breach of any material contract or agrexxxxx xx which any Falcon Company Meredith is a party or by which Meredith may be bound; and (d) assuming receipt of all Consents listed in Schedule 3.4 wilx xxx xxeate any claim, liabilitx, xxxxxxxx, lien, pledge, condition, charge or Schedule 3.8, 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) assuming receipt of all Consents, will not result in the creation of any Encumbrance encumbrance upon the Assets or the Purchased Interests. Notwithstanding the foregoing, Falcon makes no representation or warranty regarding any of the foregoing that may result from the specific legal or regulatory status of Buyer or its Affiliates or as a result of any other facts that specifically relate to the business or activities in which Buyer or its Affiliates is or proposes to be engaged WCPX Assets, other than the cable television businessPermitted Liens.

Absence of Conflicting Agreements; Consents. Except for Subject to obtaining the expiration or termination of any applicable waiting period Consents listed on Schedule 3.3, the FCC Consent and filings required under the HSR Act, or as set forth in Schedule 3.4 or Schedule 3.8 or as would not impair the ability of Falcon to perform its obligations under the Transaction Documents to which it is a partyHSR, the execution, delivery and performance by Falcon each of Sinclair and Sellers Licensee of this Agreement Xxxxxxxnt and the other Transaction Documents to which they are a party documents contemplated hereby (with or without the giving of notice, the lapse of time, or both): (a) do not require the consent of any Consent of, declaration to , notice to, or filing with any Governmental Authority or any other Person under any Franchise, FCC License or Material Contractthird party; (b) will not conflict with any provision of the Organizational Documents Articles of any Falcon Company, each as currently in effectIncorporation or Bylaws of either of Sinclair or Licensee; (c) assuming receipt of all Consents listed in Schedule 3.4 or Schedule 3.8, will not conflict wilx xxx xxnflict with, in any material way, result in a material breach of, or constitute a material default under any Legal Requirement law, judgment, order, ordinance, injunction, decree, rule, regulation, or ruling of any court or governmental instrumentality specifically applicable to which any Falcon Company is boundeither of Sinclair or Licensee; (d) assuming receipt of all Consents listed in Schedule 3.4 or Schedule 3.8, will not conflict wilx xxx xxnflict 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 Franchisematerial agreement, FCC Licenseinstrument, license, or Material Contractpermit to which either Sinclair or Licensee is a parxx xx xx which either Sinclair or Licensee may be bxxxx xxxally; and (e) assuming receipt of all Consents, will not result in the creation create any claim, liability, mortgage, lien, pledge, condition, charge, or encumbrance of any Encumbrance nature whatsoever upon the Assets or the Purchased Interests. Notwithstanding the foregoing, Falcon makes no representation or warranty regarding any of the foregoing that may result from Assets other than Permitted Liens. Except for the specific legal FCC Consent provided for in Section 3.4, filings required under HSR and the other Consents described in Schedule 3.3, no consent, approval, permit, or authorization of, or declaration to, or filing with any governmental or regulatory status of Buyer authority or its Affiliates or as a result of any other facts that specifically relate third party is required (a) to consummate this Agreement and the business transactions contemplated hereby, or activities in which Buyer or its Affiliates is or proposes (b) to be engaged other than permit Seller to transfer and convey the cable television businessAssets to Buyer.

Absence of Conflicting Agreements; Consents. Except for The execution and delivery of this Agreement, and the expiration performance of the transactions contemplated herein by Post-Newsweek, will not require any consent, approval, authorization or termination of other action by, or filing with or notification to, any applicable waiting period Person or governmental authority, except as follows: (a) filings required under the HSR Act, or (b) consents to the assignment of the WFSB FCC Licenses to Meredith and the WCPX FCC Licenses to Post-Newsweek by the FCC, (c) xxxxxxs with respect to real estate, sales and other transfer taxes, and (d) certain of the WFSB Assumed Contracts may be assigned only with the consent of third parties, as set forth specified in Schedule 3.4 or Schedule 3.8 or as would not impair 7.3. Subject to obtaining the ability of Falcon to perform its obligations under the Transaction Documents to which it is a partyWFSB Consents, the execution, delivery and performance by Falcon and Sellers Post-Newsweek of this Agreement and the other Transaction Documents to which they are a party documents contemplated hereby (with or without the giving of notice, the lapse of time, or both): (a) do not require the consent of any Consent of, declaration to , notice to, or filing with any Governmental Authority or any other Person under any Franchise, FCC License or Material Contractthird party; (b) will do not conflict with any provision of the Organizational Documents Certificate of any Falcon Company, each as currently in effectIncorporation or Bylaws of Post-Newsweek; (c) assuming receipt of all Consents listed in Schedule 3.4 or Schedule 3.8, will do not conflict with, in any material wayrespect with, result in a material breach of, or constitute a material default under under, any Legal Requirement applicable law, judgment, order, ordinance, injunction, decree, rule, regulation, or ruling of any court or governmental authority applicable to Post-Newsweek, or result in the breach of any material contract or agreement to which any Falcon Company Post-Newsweek is a party or by which Post-Newsweek may be bound; and (d) assuming receipt of all Consents listed in Schedule 3.4 or Schedule 3.8other than Permitted Liens, will not conflict withcreate any claim, constitute grounds for termination ofliability, result in a breach ofmortgage, constitute a default underlien, pledge, condition, charge or accelerate or permit the acceleration of any performance required by the terms of any Franchise, FCC License, or Material Contract; and (e) assuming receipt of all Consents, will not result in the creation of any Encumbrance encumbrance upon the Assets or the Purchased Interests. Notwithstanding the foregoing, Falcon makes no representation or warranty regarding any of the foregoing that may result from the specific legal or regulatory status of Buyer or its Affiliates or as a result of any other facts that specifically relate to the business or activities in which Buyer or its Affiliates is or proposes to be engaged other than the cable television businessWFSB Assets.

Absence of Conflicting Agreements; Consents. Except for the expiration or termination of any applicable waiting period under the HSR Act, or as set forth in Schedule SCHEDULE 3.4 or Schedule 3.8 or as would not impair the ability of Falcon to perform its obligations under the Transaction Documents to which it is a partySCHEDULE 3.8, the execution, delivery and performance by Falcon and Sellers Helicon of this Agreement and the other Transaction Documents to which they are Helicon is a party (with or without the giving of notice, the lapse of time, or both): party: (a) do not require any Consent the consent of, notice or declaration to , notice to, or filing with any Governmental Authority or any other Person under any Franchise, License (including any FCC License License), or Material Contract; (b) will not conflict with any provision of the Organizational Documents of Helicon or any Falcon other Helicon Company, each as currently in effect; (c) assuming receipt of all Consents listed in Schedule 3.4 or Schedule 3.8set forth on SCHEDULE 3.4, will not conflict with, in any material way, result in a material breach of, or constitute a material default under any Legal Requirement to which Helicon or any Falcon other Helicon Company is bound; (d) assuming receipt of all Consents listed in Schedule 3.4 or Schedule 3.8set forth on SCHEDULE 3.4, will 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 Franchise, License (including any FCC License), or Material Contract; and (e) assuming receipt of all Consentsthe Consents set forth on SCHEDULE 3.4, will not result in the creation of any Encumbrance upon the Assets or the Purchased Interests. Notwithstanding the foregoing, Falcon Helicon makes no representation or warranty regarding any of the foregoing that may result from the specific legal or regulatory status of Buyer or its Affiliates any of the Charter Parties or as a result of any other facts that specifically relate to the business or activities in which Buyer or its Affiliates any of the Charter Parties is or proposes to be engaged other than the cable television business.

Absence of Conflicting Agreements; Consents. Except for the expiration or termination of any applicable waiting period under the HSR Act, or as set forth in Schedule 3.4 or Schedule 3.8 or as would not impair 3.3, subject to the ability receipt of Falcon to perform its obligations under the Transaction Documents to which it is a partyFCC Consent, neither the execution, delivery and performance by Falcon LIN Television, Operating Seller and Sellers License Seller of this Agreement or the Local Marketing Agreement nor the consummation by LIN Television, Operating Seller and License Seller of the other Transaction Documents to which they are a party (transactions contemplated hereby or thereby does or will, with or without the giving of notice, the lapse of time, or both): : (a) do not require any Consent the consent, waiver, approval, permit, license, clearance or authorization of, or any declaration to , notice to, or filing with with, any Governmental Authority or any other Person under any Franchise, FCC License or Material Contractthird party; (b) will not conflict with any provision of the Organizational Documents of any Falcon Company, each as currently in effect; (c) assuming receipt of all Consents listed in Schedule 3.4 or Schedule 3.8, will not conflict with, in any material way, result in a material breach of, or constitute a material default under any Legal Requirement to which any Falcon Company is bound; (d) assuming receipt of all Consents listed in Schedule 3.4 or Schedule 3.8, will not conflict with, constitute grounds for termination of, result in a breach of, or constitute a default under, the organizational documents of LIN Television, License Seller or accelerate or permit the acceleration of any performance required by the terms of any Franchise, FCC LicenseOperating Seller, or Material Contractany Applicable Law applicable to LIN Television, License Seller or Operating Seller, or any material Contract to which LIN Television, License Seller or Operating Seller is bound and which relates to the ownership of the Assets or the operation of the Stations; and (ec) assuming receipt of all Consents, will not result in the creation of any Encumbrance upon Lien on any of the Assets; (d) terminate, amend or modify, or give any Person the right to terminate, amend, modify, abandon or refuse to perform, any material Contract to which LIN Television, Operating Seller or License Seller is a party and which relates to the ownership of the Assets or the Purchased Interests. Notwithstanding the foregoing, Falcon makes no representation or warranty regarding any operation of the foregoing that may result from Stations; or (e) accelerate or modify, or give any Person the specific legal right to accelerate or regulatory status of Buyer modify, the time within which or its Affiliates the terms under which any duties or as obligations, or any rights or benefits are to be conferred, under any material Contract to which LIN Television, Operating Seller or License Seller is a result of any other facts that specifically relate party and which relates to the business ownership of the Assets or activities in which Buyer the operation of the Stations. None of LIN Television, Operating Seller or its Affiliates License Seller is a party to, or proposes to be engaged other than is bound by, any agreement or commitment that prohibits the cable television businessexecution and delivery by LIN Television, Operating Seller or License Seller of this Agreement or the consummation of the transactions by LIN Television, Operating Seller or License Seller contemplated hereby.

Absence of Conflicting Agreements; Consents. Except for the expiration or termination of any applicable waiting period under the HSR Act, or as set forth in Schedule 3.4 or Schedule 3.8 or as would not impair the ability of Falcon to perform its obligations under the Transaction Documents to which it is a partySCHEDULE 4.2, the execution, delivery and performance by Falcon and Sellers such Seller of this Agreement and the other Transaction Documents to which they are such Seller is a party (with or without the giving of notice, the lapse of time, or both): party: (a) do not require any Consent consent of, declaration to to, notice to, or filing with any Governmental Authority or any other Person under any Franchise, FCC License or Material Contractthat has not been obtained; (b) will not conflict with any provision of the Organizational Documents of any Falcon Company, each such Seller as currently in effect; (c) assuming receipt of all the Consents listed in Schedule set forth on SCHEDULE 3.4 or Schedule 3.8SCHEDULE 4.2, will not conflict with, in any material way, result in a material breach of, or constitute a material default under any Legal Requirement to which any Falcon Company such Seller is bound; (d) assuming receipt of all the Consents listed in Schedule set forth on SCHEDULE 3.4 or Schedule 3.8SCHEDULE 4.2, will 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 Franchise, FCC License, material agreement or Material Contractinstrument to which such Seller is bound; and (e) assuming receipt of all Consentsthe Consents set forth on SCHEDULE 3.4 or SCHEDULE 4.2, will not result in the creation of any Encumbrance upon the Assets or the Purchased InterestsInterests held by such Seller. Notwithstanding the foregoing, Falcon no Seller makes no any representation or warranty regarding any of the foregoing that may result from the specific legal or regulatory status of Buyer or its Affiliates any Charter Party or as a result of any other facts that specifically relate to the business or activities in which Buyer or its Affiliates any Charter Party is or proposes to be engaged other than the cable television business.

Absence of Conflicting Agreements; Consents. Except for the expiration or termination of any applicable waiting period under the HSR Act, or as set forth in Schedule 3.4 or Schedule 3.8 or as would not impair the ability of Falcon to perform its obligations under the Transaction Documents to which it is a party3.8, the execution, delivery and performance by Falcon and Sellers Helicon of this Agreement and the other Transaction Documents to which they are Helicon is a party (with or without the giving of notice, the lapse of time, or both): party: (a) do not require any Consent the consent of, notice or declaration to , notice to, or filing with any Governmental Authority or any other Person under any Franchise, License (including any FCC License License), or Material Contract; (b) will not conflict with any provision of the Organizational Documents of Helicon or any Falcon other Helicon Company, each as currently in effect; (c) assuming receipt of all Consents listed in set forth on Schedule 3.4 or Schedule 3.83.4, will not conflict with, in any material way, result in a material breach of, or constitute a material default under any Legal Requirement to which Helicon or any Falcon other Helicon Company is bound; (d) assuming receipt of all Consents listed in set forth on Schedule 3.4 or Schedule 3.83.4, will 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 Franchise, License (including any FCC License), or Material Contract; and (e) assuming receipt of all Consentsthe Consents set forth on Schedule 3.4, will not result in the creation of any Encumbrance upon the Assets or the Purchased Interests. Notwithstanding the foregoing, Falcon Helicon makes no representation or warranty regarding any of the foregoing that may result from the specific legal or regulatory status of Buyer or its Affiliates any of the Charter Parties or as a result of any other facts that specifically relate to the business or activities in which Buyer or its Affiliates any of the Charter Parties is or proposes to be engaged other than the cable television business.