Common use of Absence of Conflicting Agreements Clause in Contracts

Absence of Conflicting Agreements. Subject to obtaining the Consents, the execution, delivery, and performance by Buyer of this Agreement and the Escrow Agreement and the documents contemplated hereby and thereby (with or without the giving of notice, the lapse of time, or both): (i) do not require the consent of any third party; (ii) will not conflict with the Articles of Incorporation or Bylaws of Buyer; (iii) will not conflict with, result in a breach of, or constitute a default under, any law, judgment, order, injunction, decree, rule, regulation, or ruling of any court or governmental instrumentality; or (iv) 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 Buyer is a party or by which Buyer may be bound, such that Buyer could not acquire or operate the Assets.

Appears in 8 contracts

Samples: Asset Purchase Agreement (Paxson Communications Corp), Asset Purchase Agreement (Paxson Communications Corp), Asset Purchase Agreement (Paxson Communications Corp)

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Absence of Conflicting Agreements. Subject to obtaining the Consents, the execution, delivery, and performance by Buyer of this Agreement and the Escrow Agreement and the documents contemplated hereby and thereby (with or without the giving of notice, the lapse of time, or both): (i) do not require the consent of any third party; (ii) will not conflict with the Articles of Incorporation or Bylaws of Buyer; (iii) will not conflict with, result in a breach of, or constitute a default under, any law, judgment, order, injunction, decree, rule, regulation, or ruling of any court or governmental instrumentality; or (iv) 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 Buyer is a party or by which Buyer may be bound, such that Buyer could not acquire or operate the Assets.

Appears in 6 contracts

Samples: Asset Purchase Agreement (Paxson Communications Corp), Asset Purchase Agreement (Paxson Communications Corp), Asset Purchase Agreement (Paxson Communications Corp)

Absence of Conflicting Agreements. Subject to obtaining the ConsentsConsents listed on Schedule 3.3, the execution, delivery, and performance by Buyer of this Agreement and the Escrow Agreement and the documents contemplated hereby and thereby (with or without the giving of notice, the lapse of time, or both): (i) do not require the consent of any third party; (ii) will not conflict with any provision of the Articles of Incorporation or Bylaws of BuyerSeller; (iii) will 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; or (iv) 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 Buyer Seller is a party or by which Buyer Seller may be bound; and (v) will not create any claim, such that Buyer could not acquire liability, mortgage, lien, pledge, condition, charge, or operate encumbrance of any nature whatsoever upon any of the Assets.

Appears in 5 contracts

Samples: Asset Purchase Agreement (Paxson Communications Corp), Asset Purchase Agreement (Paxson Communications Corp), Asset Purchase Agreement (Paxson Communications Corp)

Absence of Conflicting Agreements. Subject to obtaining the Consents, the The execution, delivery, and performance by Buyer the Purchaser of this Agreement and the Escrow Agreement and the documents contemplated hereby and thereby (with or without the giving of notice, the lapse of time, or both): (ia) do not require the consent of any third partyparty (including any Governmental Entity); (iib) will not conflict with the Articles of Incorporation or Bylaws of Buyerthe Purchaser; (iiic) will not violate, conflict with, or result in a breach of, or constitute a default under, any law, judgment, order, injunction, decree, rule, regulation, or ruling of any court or governmental instrumentalityGovernmental Entity applicable to the Purchaser; or and (ivd) will not violate, 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 mortgage, indenture, lease, contract, agreement, instrument, license, or permit to which Buyer the Purchaser is a party or by which Buyer the Purchaser may be bound, such that Buyer could not acquire or operate the Assetsbound legally.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Diametrics Medical Inc), Asset Purchase Agreement (Thoratec Corp)

Absence of Conflicting Agreements. Subject to obtaining the Consentsgovernmental Consents provided for in Section 7.1 and Section 7.8 and the other Consents listed on Schedule 5.3, the execution, delivery, and performance by Buyer of this Agreement and the Escrow Agreement and the documents contemplated hereby and thereby (with or without the giving of notice, the lapse of time, or both): (ia) do not require the consent of any third party; (iib) will not conflict with the Articles Certificate of Incorporation or Bylaws By-Laws of Buyer; (iiic) will not conflict with, result in a breach of, or constitute a default under, any law, judgment, order, injunction, decree, rule, regulation, or ruling of any court or governmental instrumentality; or (ivd) 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 Buyer is a party or by which Buyer may be boundbound legally, such that Buyer could not acquire the Assets, the Shares, or the Options, operate the Assets, or could not perform its obligations hereunder.

Appears in 2 contracts

Samples: Asset and Stock Purchase Agreement (Paxson Communications Corp), Asset and Stock Purchase Agreement (Quantum Direct Corp)

Absence of Conflicting Agreements. Subject to obtaining the Consents, the The execution, delivery, delivery and --------------------------------- performance by Buyer of this Agreement and by Buyer will not violate the Escrow Certificate of Limited Partnership or Limited Partnership Agreement and the documents contemplated hereby and thereby (with or without the giving of notice, the lapse of timeBuyer, or both): subject to compliance with the HSR Act and obtaining any Consents listed on SCHEDULE 3.8, (i) do not require the consent of consent, approval, permit or authorization of, or declaration to or filing with any governmental or regulatory authority, or, except as described on SCHEDULE 4.3, any other third party; (ii) will not conflict with the Articles of Incorporation or Bylaws of Buyer; (iii) will not conflict with, result in a breach of, or constitute a default under, violate any material law, judgment, order, ordinance, injunction, decree, rule, regulation, rule or ruling regulation of any court or governmental instrumentality; or (iviii) 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, instrument, license, license or permit to which Buyer is a party or by which Buyer may be bound, such that Buyer could not perform hereunder and acquire or operate the Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Frontiervision Holdings Lp)

Absence of Conflicting Agreements. Subject to obtaining the Consents, the execution, delivery, and performance by Buyer of this Agreement and the Escrow Agreement and the documents contemplated hereby and thereby (with or without the giving of notice, the lapse of time, or both): (i) do not require the consent of any third party; (ii) will not conflict with the Articles Certificate of Incorporation Limited Partnership or Bylaws Limited Partnership Agreement of Buyer; (iii) will not conflict with, result in a breach of, or constitute a default under, any law, judgment, order, injunction, decree, rule, regulation, or ruling of any court or governmental instrumentality; or (iv) 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 Buyer is a party or by which Buyer may be bound, such that Buyer could not acquire or operate the Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Paxson Communications Corp)

Absence of Conflicting Agreements. Subject to obtaining the ConsentsFCC Consent and the Consents listed on Schedule 4.3, the execution, delivery, and performance by Buyer of this Agreement and the Escrow Agreement and the documents contemplated hereby and thereby (with or without the giving of notice, the lapse of time, or both): (i) do not require the consent of any third partyparty except for such consents the failure of which to obtain could not reasonably be expected to have a material adverse effect on the performance by Buyer of its obligations hereunder; (ii) will not conflict with the Articles of Incorporation or Bylaws organizational documents of Buyer; (iii) will not conflict with, result in a breach of, or constitute a default under, any law, judgment, order, injunction, decree, rule, regulation, or ruling of any court or governmental instrumentality; or (iv) will not conflict with, constitute grounds for termination of, result in a breach of, or 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 Buyer is a party or by which Buyer may be bound, such that Buyer could not acquire or operate the Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement

Absence of Conflicting Agreements. Subject to obtaining the ConsentsFCC Consent, the Consents and any filings required under the HSR Act, the execution, delivery, and performance by Buyer of this Agreement and the Escrow Agreement and the documents contemplated hereby and thereby (with or without the giving of notice, the lapse of time, or both): (i) do not require the consent of any third party; (ii) will not conflict with the Articles of Incorporation or Bylaws organizational documents of Buyer; (iii) will 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; or and (iv) 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 Buyer is a party or by which Buyer may be bound, such that Buyer could not acquire or operate the Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Cox Radio Inc)

Absence of Conflicting Agreements. Subject to obtaining the ConsentsConsents and making any filing required under the HSR Act, the execution, delivery, and performance by Buyer of this Agreement and the Escrow Agreement and the documents contemplated hereby and thereby (with or without the giving of notice, the lapse of time, or both): (i) do not require the consent of any third party; (ii) will not conflict with the Articles Certificate of Incorporation or Bylaws of Buyer; (iii) will not conflict with, result in a breach of, or constitute a default under, any law, judgment, order, injunction, decree, rule, regulation, or ruling of any court or governmental instrumentality; or (iv) 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 Buyer is a party or by which Buyer may be bound, such that Buyer could not acquire the Assets or operate the AssetsStation.

Appears in 1 contract

Samples: Asset Purchase Agreement (Paxson Communications Corp)

Absence of Conflicting Agreements. Subject to obtaining the Consents, the execution, delivery, and performance by Buyer of this Agreement and the Escrow Agreement and the documents contemplated hereby and thereby (with or without the giving of notice, the lapse of time, or both): (i) do not require the consent of any third party; (ii) will not conflict with the Articles Certificate of Incorporation or Bylaws of Buyer; (iii) will not conflict with, result in a breach of, or constitute a default under, any law, judgment, order, injunction, decree, rule, regulation, or ruling of any court or governmental instrumentality; or (iv) 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 Buyer is a party or by which Buyer may be bound, such that Buyer could not acquire or operate the Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Paxson Communications Corp)

Absence of Conflicting Agreements. Subject to obtaining the Consentsgovernmental Consents provided for in Section 6.1 and Section 6.8 and the other Consents listed on Schedule 4.3, the execution, delivery, and performance by Buyer of this Agreement and the Escrow Agreement and the documents contemplated hereby and thereby (with or without the giving of notice, the lapse of time, or both): (ia) do not require the consent of any third party; (iib) will not conflict with the Articles Certificate of Incorporation or Bylaws By-Laws of Buyer; (iiic) will not conflict with, result in a breach of, or constitute a default under, any law, judgment, order, injunction, decree, rule, regulation, or ruling of any court or governmental instrumentality; or (ivd) 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 Buyer is a party or by which Buyer may be boundbound legally, such that Buyer could not acquire or operate the Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Paxson Communications Corp)

Absence of Conflicting Agreements. Subject to obtaining the ConsentsFCC Consent and the Consents listed on Schedule 3.3, the execution, delivery, and performance by Buyer Seller of this Agreement and the Escrow Agreement and the documents contemplated hereby and thereby (with or without the giving of notice, the lapse of time, or both): (i) do not require the consent of any third party; (ii) will not conflict with any provision of the Articles partnership agreement of Incorporation or Bylaws of BuyerSeller; (iii) will 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; or (iv) 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 Buyer Seller is a party or by which Buyer Seller may be bound; and (v) will not create any claim, such that Buyer could not acquire liability, mortgage, lien, pledge, condition, charge, or operate encumbrance of any nature whatsoever upon any of the Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Spanish Broadcasting System Inc)

Absence of Conflicting Agreements. Subject to obtaining the FCC Consent and the Consents, the execution, delivery, and performance by Buyer of this Agreement and the Escrow Agreement and the documents contemplated hereby and thereby (with or without the giving of notice, the lapse of time, or both): ): (i) do not require the consent of any third party; (ii) will not conflict with the Articles Certificate of Incorporation or Bylaws of Buyer; (iii) will not conflict with, result in a breach of, or constitute a default under, any law, judgment, order, injunction, decree, rule, regulation, or ruling of any court or governmental instrumentality; or and (iv) 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 Buyer is a party or by which Buyer may be bound, such that Buyer could not acquire or operate the Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Spanish Broadcasting System Inc)

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Absence of Conflicting Agreements. Subject to obtaining the ConsentsFCC Consent and making any filing required under the HSR Act, the execution, delivery, and performance by Buyer of this Agreement and the Escrow Agreement and the documents contemplated hereby and thereby (with or without the giving of notice, the lapse of time, or both): (i) do not require the consent of any third party; (ii) will not conflict with the Articles of Incorporation or Bylaws organizational documents of Buyer; (iii) will not conflict with, result in a breach of, or constitute a default under, any law, judgment, order, injunction, decree, rule, regulation, or ruling of any court or governmental instrumentality; or (iv) 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 Buyer is a party or by which Buyer may be bound, such that Buyer could not acquire or operate the AssetsShares.

Appears in 1 contract

Samples: Stock Purchase Agreement (STC Broadcasting Inc)

Absence of Conflicting Agreements. Subject to obtaining the Consentsreceipt of the consent of Seller's lenders, the execution, delivery, delivery and performance by Buyer Seller of this Agreement and the Escrow Agreement and the documents contemplated hereby and thereby (with or without the giving of notice, the lapse of time, or both): (i) do not require the consent of any third party; (ii) will not conflict with the Articles of Incorporation or Bylaws By-laws of BuyerSeller; (iii) 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; or and (iv) 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, license or permit to which Buyer Seller is a party or by which Buyer Seller may be bound, such that Buyer could not acquire or operate the Assets.

Appears in 1 contract

Samples: Option Purchase Agreement (Paxson Communications Corp)

Absence of Conflicting Agreements. Subject to obtaining the ConsentsConsents and satisfaction of the requirements of the HSR Act, if applicable, the execution, delivery, and performance by Buyer of this Agreement and the Escrow Agreement and the documents contemplated hereby and thereby (with or without the giving of notice, the lapse of time, or both): (i) do not require the consent of any third party; (ii) will not conflict with the Articles Certificate of Incorporation or Bylaws of Buyer; (iii) will not conflict with, result in a breach of, or constitute a default under, any law, judgment, order, injunction, decree, rule, regulation, or ruling of any court or governmental instrumentality; or (iv) 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 Buyer is a party or by which Buyer may be bound, such that Buyer could not acquire or operate the Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Price Communications Corp)

Absence of Conflicting Agreements. Subject to obtaining the ConsentsFCC Consent, and making any filing required under the HSR Act, the execution, delivery, and performance by Buyer of this Agreement and the Escrow Agreement and the documents contemplated hereby and thereby (with or without the giving of notice, the lapse of time, or both): (i) do not require the consent of any third party; (ii) will not conflict with the Articles of Incorporation or Bylaws organizational documents of Buyer; (iii) will not conflict with, result in a breach of, or constitute a default under, any law, judgment, order, injunction, decree, rule, regulation, or ruling of any court or governmental instrumentality; or (iv) 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 Buyer is a party or by which Buyer may be bound, such that Buyer could not acquire or operate the Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (STC Broadcasting Inc)

Absence of Conflicting Agreements. Subject to obtaining the receipt of the Consents, the execution, delivery, delivery and performance by Buyer of this Agreement and the Escrow Agreement and the documents contemplated hereby and thereby (with or without the giving of notice, the lapse of time, or both): (ia) do not require the consent of any third party; (iib) will not conflict with the Articles of Incorporation or Bylaws By-laws of Buyer; (iiic) 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; or and (ivd) will not conflict with, constitute grounds for termination of, result in a breach of, constitute a default (PAGE)9 under, or accelerate or permit the acceleration of any performance required by the terms of, any agreement, instrument, license, license or permit to which Buyer is a party or by which Buyer may be bound. Except for the FCC Consent, such that the HDA Consents and the Buyer could not acquire Consents, no consent, approval, permit or operate authorization of, or declaration to, or filing with any governmental or regulatory authority or any other third party is required to permit Buyer to consummate this Agreement and the Assetstransactions contemplated hereby.

Appears in 1 contract

Samples: Stock Purchase Agreement (Equus Gaming Co Lp)

Absence of Conflicting Agreements. Subject to obtaining the ConsentsConsents and making any filing required under the HSR Act, the execution, delivery, and performance by Buyer of this Agreement and the Escrow Agreement and the documents contemplated hereby and thereby (with or without the giving of notice, the lapse of time, or both): (i) do not require the consent of any third party; (ii) will not conflict with the Articles of Incorporation or Bylaws of Buyer; (iii) will not conflict with, result in a breach of, or constitute a default under, any law, judgment, order, injunction, decree, rule, regulation, or ruling of any court or governmental instrumentality; or (iv) 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 Buyer is a party or by which Buyer may be bound, such that Buyer could not acquire or operate the Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Paxson Communications Corp)

Absence of Conflicting Agreements. Subject to obtaining the ConsentsConsents listed on Schedule 3.3, the execution, delivery, and performance by Buyer of this Agreement and the Escrow Agreement and the documents contemplated hereby and thereby (with or without the giving of notice, the lapse of time, or both): (i) do not require the consent of any third party; (ii) will not conflict with any provision of the Articles organizational documents of Incorporation or Bylaws of BuyerSeller; (iii) will 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; or (iv) 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 Buyer Seller is a party or by which Buyer Seller may be bound; and (v) will not create any claim, such that Buyer could not acquire liability, mortgage, lien, pledge, condition, charge, or operate encumbrance of any nature whatsoever upon any of the Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Paxson Communications Corp)

Absence of Conflicting Agreements. Subject to obtaining the Consents, the execution, delivery, and performance by Buyer of this Agreement and the Escrow Agreement and the documents contemplated hereby and thereby (with or without the giving of notice, the lapse of time, or both): (i) do not require the consent of any third partyparty which is party to any agreement with Buyer; (ii) will not conflict with the Articles Certificate of Incorporation or Bylaws of Buyer; (iii) will not conflict with, result in a breach of, or constitute a default under, any law, judgment, order, injunction, decree, rule, regulation, or ruling of any court or governmental instrumentality; or (iv) 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 Buyer is a party or by which Buyer may be bound, such that Buyer could not acquire the Assets or operate the AssetsStation.

Appears in 1 contract

Samples: Asset Purchase Agreement (Paxson Communications Corp)

Absence of Conflicting Agreements. Subject to obtaining the ConsentsConsents and making any filing required under the HSR Act, the execution, delivery, and performance by Buyer of this Agreement and the Escrow Agreement and the documents contemplated hereby and thereby (with or without the giving of notice, the lapse of time, or both): (i) do not require the consent of any third party; (ii) will not conflict with the Articles of Incorporation or Bylaws of Buyer; (iii) will not conflict with, result in a breach of, or constitute a default under, any law, judgment, order, injunction, decree, rule, regulation, or ruling of any court or governmental instrumentality; or (iv) will not conflict with, constitute grounds for termination of, result in a breach of, 33 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 Buyer is a party or by which Buyer may be bound, such that Buyer could not acquire or operate the Assets.

Appears in 1 contract

Samples: Option Agreement (Paxson Communications Corp)

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