Absence of Conflicting Agreements or Required Consents. Except as set forth in Article 5 hereof with respect to governmental consents, the execution, delivery and performance of this Agreement by Buyer: (a) do not conflict with the provisions of the articles of organization or operating agreement of Buyer; (b) do not require the consent of any third party; (c) will not violate any applicable law, judgment, order, injunction, decree, rule, regulation or ruling of any governmental authority to which Buyer or any of its affiliates is a party; and (d) will not, either alone or with the giving of notice or the passage of time, or both, conflict with, constitute grounds for termination of or result in a breach of the terms, conditions or provisions of, or constitute a default under, any agreement, instrument, license or permit to which Buyer is now subject.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Regent Communications Inc), Asset Purchase Agreement (Regent Communications Inc), Asset Purchase Agreement (Regent Communications Inc)
Absence of Conflicting Agreements or Required Consents. Except as set forth in Article 5 hereof with respect to governmental consents, the execution, delivery and performance of this Agreement by Buyer: (a) do not conflict with the provisions of the articles of organization or operating agreement of Buyer; (b) do does not require the consent of any third party; (cb) will not violate any applicable law, judgment, order, injunction, decree, rule, regulation or ruling of any governmental authority to which Buyer or any of its affiliates is a party; and (dc) will not, either alone or with the giving of notice or the passage of time, or both, conflict with, constitute grounds for termination of or result in a breach of the terms, conditions or provisions of, or constitute a default under, any agreement, instrument, license or permit to which Buyer is now subject.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Triathlon Broadcasting Co), Asset Purchase Agreement (American Radio Systems Corp /Ma/)
Absence of Conflicting Agreements or Required Consents. Except as set forth in Article 5 hereof with respect to governmental consents, the The execution, delivery and performance of this Agreement, the License Agreement, the News Agreement and the Technical Services Agreement by BuyerOwner: (ai) do not conflict with the provisions and will not violate any provision of the articles of organization or operating agreement of BuyerOwner's organizational documents; (bii) do not and will not require the consent of or any filing with any third partyparty or governmental authority; (ciii) do not and will not violate any applicable law, judgment, order, injunction, decree, rule, regulation or ruling of any governmental authority to which Buyer or any of its affiliates is a partyauthority; and (div) do not and will not, either alone or with the giving of notice or the passage of time, or both, conflict with, constitute grounds for termination or acceleration of or result in a breach of the terms, conditions or provisions of, or constitute a default under, under any agreement, lease, instrument, license or permit to which Buyer Owner is now subject.
Appears in 2 contracts
Samples: Representation Agreement (Westwood One Inc /De/), Representation Agreement (Westwood One Inc /De/)
Absence of Conflicting Agreements or Required Consents. Except as set forth in Article 5 hereof with respect to governmental consents, the execution, delivery and performance of this Agreement by Buyer: (a) do not conflict with the provisions of the articles of organization or operating agreement of Buyer; (b) do not require the consent of any third partyparty not affiliated with Buyer; (cb) will not violate any applicable law, judgment, order, injunction, decree, rule, regulation or ruling of any governmental authority to which Buyer or any of its affiliates is a partyparty or conflict with the Articles of Incorporation or By-Laws of Buyer; and (dc) will not, either alone or alone, with the giving of notice or the passage of time, or both, or with the receipt of any necessary consent of a third party as specified in (a) above, conflict with, constitute grounds for termination of or result in a breach of the terms, conditions or provisions of, or constitute a default under, any agreement, instrument, license or permit to which Buyer is now subject.
Appears in 1 contract
Samples: Asset Purchase Agreement (American Radio Systems Corp /Ma/)
Absence of Conflicting Agreements or Required Consents. Except as set forth in Article 5 hereof with respect to governmental consents, the execution, delivery and performance of this Agreement by Buyer: (a) do not conflict with the provisions of the articles of organization incorporation or operating agreement by-laws of Buyer; (b) do not require the consent of any third partyparty not affiliated with Buyer; (c) will not violate any applicable law, judgment, order, injunction, decree, rule, regulation or ruling of any governmental authority to which Buyer or any of its affiliates is a party; and (d) will not, either alone or with the giving of notice or the passage of time, or both, conflict with, constitute grounds for termination of or result in a breach of the terms, conditions or provisions of, or constitute a default under, any agreement, instrument, license or permit to which Buyer is now subject.
Appears in 1 contract
Samples: Asset Purchase Agreement (Regent Communications Inc)
Absence of Conflicting Agreements or Required Consents. Except as set forth in Article 5 hereof with respect to governmental consentsARTICLE 5, the execution, delivery and performance of this Agreement by BuyerSeller: (a) do not conflict with the and will not violate any provisions of the articles of organization or operating agreement of BuyerSeller's organizational documents; (b) do not and will not require the consent or approval of or any filing with any third partyparty or governmental authority; (c) do not and will not violate any applicable law, judgment, order, injunction, decree, rule, regulation or ruling of any governmental authority to which Buyer or any of its affiliates is a partyauthority; and (d) do not and will not, either alone or with the giving of notice or the passage of time, or both, conflict with, constitute grounds for termination or acceleration of or result in a breach of the terms, conditions or provisions of, or constitute a default under, under any agreement, lease, instrument, license or permit to which Buyer Seller is now subject.
Appears in 1 contract
Samples: Asset Purchase Agreement (Infinity Broadcasting Corp)
Absence of Conflicting Agreements or Required Consents. Except as set forth in Article 5 hereof with respect to governmental consents, the execution, delivery and performance of this Agreement by BuyerBuyers: (a) do not conflict with the provisions of the articles of organization incorporation or operating agreement by-laws of BuyerBuyers; (b) do not require the consent of any third partyparty not affiliated with Buyers; (c) will not violate any applicable law, judgment, order, injunction, decree, rule, regulation or ruling of any governmental authority to which either Buyer or any of its affiliates is a party; and (d) will not, either alone or with the giving of notice or the passage of time, or both, conflict with, constitute grounds for termination of or result in a breach of the terms, conditions or provisions of, or constitute a default under, any agreement, instrument, license or permit to which either Buyer is now subject.
Appears in 1 contract
Samples: Asset Purchase Agreement (Regent Communications Inc)
Absence of Conflicting Agreements or Required Consents. Except as set forth in Article 5 hereof with respect to governmental consentsARTICLE 5, the execution, delivery and performance of this Agreement by Buyer: (a) do not conflict with the provisions of the articles of organization or operating agreement and will not violate any provision of Buyer's organizational documents; (b) do not and will not require the consent of any third partyparty or governmental authority; (c) do not and will not violate any applicable law, judgment, order, injunction, decree, rule, regulation or ruling of any governmental authority to which Buyer or any of its affiliates is a partyauthority; and (d) do not and will not, either alone or with the giving of notice or the passage of time, or both, conflict with, constitute grounds for termination or acceleration of or result in a breach of the terms, conditions or provisions of, or constitute a default under, under any agreement, lease, instrument, license or permit to which Buyer is now subject.
Appears in 1 contract
Samples: Asset Purchase Agreement (Infinity Broadcasting Corp)
Absence of Conflicting Agreements or Required Consents. Except as set forth in Article 5 hereof with respect to governmental consentsconsents or on Schedule 6.4, the execution, delivery and performance of this Agreement by BuyerBuyers: (a) do not conflict with the provisions of the articles certificate of organization incorporation or operating agreement by-laws of BuyerBuyers; (b) do not require the consent of any third partyparty not affiliated with Buyers; (c) will not violate any applicable law, judgment, order, injunction, decree, rule, regulation or ruling of any governmental authority applicable to which Buyer or any of its affiliates is a partyeither Buyer; and (d) will not, either alone or with the giving of notice or the passage of time, or both, conflict with, constitute grounds for termination of or result in a breach of the terms, conditions or provisions of, or constitute a default under, any agreement, instrument, license or permit to which either Buyer is now subject.
Appears in 1 contract
Samples: Asset Purchase Agreement (Regent Communications Inc)
Absence of Conflicting Agreements or Required Consents. Except as set forth in Article 5 hereof with respect to governmental consentsconsents or on SCHEDULE 6.4, the execution, delivery and performance of this Agreement by BuyerBuyers: (a) do not conflict with the provisions of the articles of organization incorporation or operating agreement by-laws of BuyerBuyers; (b) do not require the consent of any third party; (c) will not violate any applicable law, judgment, order, injunction, decree, rule, regulation or ruling of any governmental authority to which either Buyer or any of its affiliates is a party; and (d) will not, either alone or with the giving of notice or the passage of time, or both, conflict with, constitute grounds for termination of or result in a breach of the terms, conditions or provisions of, or constitute a default under, any agreement, instrument, license or permit to which either Buyer is now subject.
Appears in 1 contract
Samples: Asset Purchase Agreement (Regent Communications Inc)