Absence of Conflicting Agreements or Consents. No consent, --------------------------------------------- authorization, approval, order, license, certificate or permit of or from, or declaration or filing with any federal, state, local or other governmental authority or any court or other tribunal, and no consent or waiver of any party to any contract to which Buyer is a party is required for the execution, delivery or performance of this Agreement or any Ancillary Agreement. Neither the execution, delivery or performance of this Agreement or any Ancillary Agreement (with or without the giving of notice, the lapse of time, or both) nor the consummation of the transactions contemplated hereby or thereby: (i) will conflict with the certificate of incorporation of Buyer; (ii) will conflict with, result in a breach of, or constitute a default under any applicable law, judgment, order, injunction, decree, rule, regulation or ruling of any court or governmental instrumentality or (iii) will conflict with, result in a breach of, constitute a default under, permit any party to terminate, modify, accelerate the performance of or cancel the terms of, any agreement, lease, instrument of indebtedness, license or other obligations to which Buyer is a party, or by which Buyer may be bound, such that Buyer could not acquire the Assets or operate the Business.
Absence of Conflicting Agreements or Consents. The --------------------------------------------- execution, delivery, and performance by such party of this First Amendment and the Shareholders Agreement and the documents contemplated hereby and 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, 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 (c) 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 such party is a party or by which such party or its assets may be bound. Except for this First Amendment, the Shareholders Agreement, the Securities Purchase Agreement and the other Transaction Documents, such party is not a party to or otherwise bound by any other agreement with respect to the ownership, disposition, or voting of any shares of any of the capital stock issued by the Company.
Absence of Conflicting Agreements or Consents. Subject to obtaining those Consents listed on Schedule F, the execution, delivery, and performance of this Agreement, the Shares 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 Articles of Incorporation or By-Laws of Seller; (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; (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 requirement by the terms of any agreement, governmental authority, instrument, license, or permit to which Seller is a party or by which Seller is bound; and (e) will not create any claim, lien, charge, or encumbrance upon any of the Assets.
Absence of Conflicting Agreements or Consents. The execution, delivery, and performance by Xxxxxx of this Agreement (with or without the giving of notice, the lapse of time, or both): (a) will not conflict with the organizational documents of Xxxxxx; (b) to the actual knowledge of Xxxxxx or its affiliates, does not conflict with, result in a breach of, or constitute a default under any law, judgment, order, ordinance, injunction, decree, rule, regulation, or ruling of any court or governmental instrumentality applicable to Xxxxxx; (c) does 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 Xxxxxx is a party or by which it is bound as of the date of this Agreement; and (d) will not create any claim, lien, charge, or encumbrance upon any of the assets of the Station owned by Xxxxxx.
Absence of Conflicting Agreements or Consents. The execution, delivery and performance of this Agreement and the documents contemplated hereby by Licensee (with or without the giving of notice, the lapse of time, or both): (a) do not require the consent of any governmental or regulatory authority or any other Person; (b) will not conflict with the Certificate of Incorporation or By-Laws of Licensee; (c) will not conflict with, result in a breach of, or constitute a default under any judgment, order, ordinance, injunction, decree, rule, regulation or ruling of any court or governmental instrumentality; (d) will not conflict with, constitute grounds from 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, instrument, license, or permit to which Licensee is a party or by which it may be bound; and (e) will not create any claim, lien, charge, or encumbrance upon any of the assets of the Station.
Absence of Conflicting Agreements or Consents. The execution, delivery, and performance by Station Licensee of this Agreement and the documents contemplated hereby (with or without the giving of notice, the lapse of time, or both): (a) will not conflict with the organizational documents of Station Licensee; (b) to the actual knowledge of Station Licensee, does not conflict with, result in a breach of, or constitute a default under any law, judgment, order, ordinance, injunction, decree, rule, regulation, or ruling of any court or governmental instrumentality applicable to Station Licensee, (c) does 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 Station Licensee is a party or by which it is bound as of the date hereof; and (d) will not create any claim, lien, charge, or encumbrance upon any of the assets of the Stations owned by Station Licensee, other than any lien for current taxes, payments of which are not yet due and payable, or liens in respect of pledges or deposits under worker’s compensation laws or similar legislation, carriers’, warehousemen’s, mechanics’, laborers’ and materialmen’s and similar liens, if the obligations secured by such liens are not then delinquent or are being contested in good faith by appropriate proceedings.
Absence of Conflicting Agreements or Consents. The execution, delivery, and performance by the KSMO Parties 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 governmental or regulatory authority or any other Person; (b) will not conflict with the organizational documents of the KSMO Parties; (c) to the best of the KSMO Parties’ knowledge, does not conflict with, result in a breach of, or constitute a default under any law, judgment, order, ordinance, injunction, decree, rule, regulation, or ruling of any court or governmental instrumentality applicable to the KSMO Parties; (d) does 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 either Licensee or KSMO-Sub is a party or by which either of Licensee or KSMO-Sub is bound; and (e) will not create any claim, lien, charge, or encumbrance upon any of the assets of the Station.
Absence of Conflicting Agreements or Consents. The execution, delivery, and performance by such party 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, 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 (c) 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 such party is a party or by which such party may be bound.
Absence of Conflicting Agreements or Consents. Subject to obtaining those Consents listed on Schedule F, the execution, delivery, and performance 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 Articles of Incorporation or By-Laws of Seller; (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; (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 requirement by the terms of any agreement, governmental authority, instrument, license, or permit to which Seller is a party or by which Seller is bound; and (e) will not create any claim, lien, charge, or encumbrance upon any of the Assets.
Absence of Conflicting Agreements or Consents. The execution, delivery, and performance by Station Licensee of this Agreement and the documents contemplated hereby (with or without the giving of notice, the lapse of time, or both): (i) will not conflict with the organizational documents of Station Licensee; (ii) to the actual knowledge of Station Licensee or its respective Affiliates, does not conflict with, result in a breach of, or constitute a default under any law, judgment, order, ordinance, injunction, decree, rule, regulation, or ruling of any court or governmental instrumentality applicable to Station Licensee; (iii) does 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 Station Licensee is a party or by which it is bound as of the date of this Agreement; and (iv) will not create any claim, lien, charge, or encumbrance upon any of the assets of the Stations owned by Station Licensee other than as set forth on Schedule 6(b).
