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

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. The execution and delivery of this Agreement, and the performance of the transactions contemplated herein, herein by Seller and each License Subsidiary, 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 filings required 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; , and (d) consent of third parties to assignment of certain of the Assumed Contracts may be assigned only with the consent of third parties, 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 and the documents contemplated hereby and the performance by each License Subsidiary of the actions contemplated hereby and the performance by each License Subsidiary of the actions contemplated hereby (with or without the giving of notice, the lapse of time, or both): (a) do not conflict with require the consent of any provision of the Certificate of Incorporation and Bylaws of Sellerthird party; (b) do not conflict with any provision of the Agreement of Limited Partnership of Seller or the Agreement of General Partnership of any License Subsidiary, as applicable; (c) do not conflict in any material respect with, result in a material breach of, or constitute a material default in any material respect under, any applicable law, judgment, order, ordinance, injunction, decree, rule, regulation regulation, or ruling of any court or governmental authority applicable to Seller; (c) do not Seller or any License Subsidiary, as applicable, or result in the breach in of any material respect of any contract or agreement to which Seller or any License Subsidiary, as applicable, is a party or by which Seller or any License Subsidiary, as applicable, may be bound; and (d) other than Permitted Liens, will not create any Lien claim, liability, mortgage, lien, pledge, condition, charge or encumbrance upon any of the Assets, except for Permitted Liens.

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. 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 ConsentsConsents listed on Schedule 3.3, the execution, delivery delivery, and performance by each Seller of this Agreement and the documents contemplated hereby (with or without the giving of notice, the lapse of time, or both): (a) do not and will not require the consent of any third party; (b) does not and will not conflict with any provision of the Certificate Articles of Incorporation and Bylaws of either Seller; (bc) do does not and will not conflict with, result in a breach of, or constitute a default in any material respect under, under any applicable law, judgment, order, ordinance, injunction, decree, rule, regulation regulation, or ruling of any court or governmental authority applicable to Sellerinstrumentality; (cd) do does not and will not conflict with, constitute grounds for termination of, result in a material breach of, by the breach in terms of any material respect of any contract agreement, instrument, license, or agreement permit to which either Seller is a party or by which either Seller may be boundbound legally; and (de) does not and will not create any Lien upon any of the Assets. Except for the FCC Consent provided for in Section 5.1 and the other Consents described in Schedule 3.3, except for Permitted Liensno 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 Sellers to transfer and convey the Assets to Buyer. (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.”)

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 15 10 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. The execution Subject to obtaining the Consents which are listed on Schedule 3.3, the execution, delivery, and delivery performance by each Seller of this Agreement, Agreement and the performance Ancillary Documents and the consummation 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 hereby 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 thereby (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 Certificate Articles of Incorporation and Bylaws Incorporation, Bylaws, or other organizational documents of SellerSellers; (bc) do will not conflict with, result in a breach of, or constitute a material default in under any material respect under, any applicable law, judgment, order, ordinance, injunction, decree, rule, regulation regulation, or ruling of any court or governmental authority applicable to Sellerinstrumentality; (cd) do will not conflict with, constitute grounds for termination of, result in a breach of, constitute a default under, or accelerate or permit the breach in acceleration of any performance required by the terms of, any material respect of any contract agreement, instrument, license, or agreement permit to which any Seller is a party or by which any Seller may be boundbound legally; and (de) will not create any Lien claim, liability, mortgage, lien, pledge, condition, charge, or encumbrance (other than Permitted Encumbrances) of any nature whatsoever upon any of the Assets. Except for the FCC Consent provided for in Section 6.1, except the filings required by Hxxx-Xxxxx-Xxxxxx provided for Permitted Liensin Section 6.2 and the other Consents described in Schedule 3.3, no consent, approval, permit, or authorization of, declaration to, or filing with any governmental or regulatory authority or any other third party is required to consummate this Agreement, the Ancillary Documents or the transactions contemplated hereby and thereby.

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 ConsentsConsents listed on Schedule 3.3, 3.5 and 3.7, the execution, delivery delivery, and performance by Seller 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 Certificate Articles of Incorporation and Bylaws Organization, operating agreement, or other organizational documents of Seller; (bc) do will not conflict with, result in a breach of, or constitute a default in any material respect under, under any applicable law, judgment, order, ordinance, injunction, decree, rule, regulation regulation, or ruling of any court or governmental authority applicable to Sellerinstrumentality; (cd) do will not conflict with, constitute grounds for termination of, result in a breach of, constitute a default under, or accelerate or permit the breach in acceleration of any performance required by the terms of, any material respect of any contract agreement, instrument, license, or agreement permit to which Seller is a party or by which Seller may be boundbound legally; and (de) will not create any claim, liability or Lien of any nature whatsoever upon any of the Purchased Assets. Except for the Consents described on Schedule 3.3, except for Permitted Liens3.5 or 3.7, no consent, approval, permit, or authorization of, or declaration to, or filing with any Governmental Authority or any other third party is required (a) to consummate this Agreement and the transactions contemplated hereby, or (b) to permit Seller to transfer and convey the Purchased Assets to Buyer.

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 ConsentsConsents listed on Schedule 3.4, the execution, delivery and performance by Seller 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 Certificate of Incorporation and Bylaws Limited Partnership or Limited Partnership Agreement of the Company or the Certificate of Formation or the Limited Liability Company Agreement of Seller; (bc) do will not conflict with, result in a breach of, or constitute a default in any material respect under, under any applicable law, judgment, order, ordinance, injunction, decree, rule, regulation 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 boundinstrumentality; and (d) will not create conflict with, constitute grounds for termination of, result in a breach of, constitute a default under, result in the creation or imposition of any Lien upon any property of the Seller (including any of the Assets) pursuant to, except or accelerate or permit the acceleration of any performance required by the terms of, any Contract. Except for Permitted Liensthe FCC Consent provided for in Section 6.1 and the other Consents described in Schedule 3.4, 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 Seller to assign or transfer the Interests to Buyer.