Absence of Conflicting Agreements. Subject to obtaining the Consents listed on Schedule 3.3, the execution, delivery, the performance of this Agreement and the documents contemplated hereby (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, 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 in a proceeding involving Seller; (iii) 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 Seller is a party or by which Seller may be bound; (iv) will not create any claim, liability, mortgage, lien, pledge, condition, charge, or encumbrance of any nature whatsoever upon any of the Assets; and (v) will not conflict with any provision of Seller's Certificate of Incorporation or By-laws.
Appears in 3 contracts
Samples: Option Agreement (Paxson Communications Corp), Option Agreement (Paxson Communications Corp), Option Agreement (Paxson Communications Corp)
Absence of Conflicting Agreements. Subject to obtaining the Consents listed on Schedule 3.3(as defined in Section 2.8 hereof), the execution, delivery, the and performance of this Agreement by the Company and the Selling Shareholders and the documents to be executed by such parties contemplated hereby (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 the Company; (iii) will not conflict with, result in a breach of, or constitute a default under, any law, judgment, order, ordinance, injunction, decree, rule, regulation, regulation or ruling of any court or governmental instrumentality in a proceeding involving Sellerinstrumentality, which is applicable to the Company or the Station or the Selling Shareholders; (iiiiv) 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 agreement, instrument, license, license or permit to which Seller the Company or any Selling Shareholder is a party or by which Seller the Company or its assets or any Selling Shareholder may be bound; or (ivv) will not create any material claim, liability, mortgage, lien, pledge, condition, charge, or encumbrance of any nature whatsoever upon any of the Assets; and (v) will not conflict with any provision of SellerCompany's Certificate of Incorporation or By-lawsassets.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Acme Television LLC), Stock Purchase Agreement (Acme Intermediate Holdings LLC)
Absence of Conflicting Agreements. Subject to obtaining the Consents listed on Schedule 3.3Consents, the execution, delivery, the delivery and performance of this Agreement and the documents contemplated hereby (with or without the giving of notice, the lapse of time, or both): (i) do does not require the consent of any third party; (ii) will not conflict with any provision of the partnership agreement of Seller; (iii) will not conflict with, result in a breach of, or constitute a default under, any law, judgment, order, ordinance, injunction, decree, rule, regulation, regulation or ruling of any court or governmental instrumentality in a proceeding involving instrumentality, which is applicable to Seller; (iiiiv) will not conflict with, constitute grounds for termination of, result in a breach of, constitute a default under, under or accelerate or permit the acceleration of any performance required by the terms of, of any material agreement, instrument, license, license or permit to which Seller is a party or by which Seller it may be bound; or (ivv) will not create any claim, liability, mortgage, lien, pledge, condition, charge, charge or encumbrance of any nature whatsoever upon any of the Assets; and (v) will not conflict with any provision of Seller's Certificate of Incorporation or By-laws.
Appears in 2 contracts
Samples: Asset Purchase Agreement (American Radio Systems Corp /Ma/), Asset Purchase Agreement (American Radio Systems Corp /Ma/)
Absence of Conflicting Agreements. Subject to obtaining the governmental Consents provided for in Section 7.1 and Section 7.8 and the other Consents listed on Schedule 3.34.3, the execution, delivery, the and performance of this Agreement and the documents contemplated hereby (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 any provision of the Articles of Incorporation or By-Laws of any Seller, VVI Spokane or VVI Tallahassee; (c) 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 in a proceeding involving Sellerinstrumentality; (iiid) 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 agreementagreement (including the Channel 51 Agreement), instrument, license, or permit to which Seller any Seller, VVI Spokane or VVI Tallahassee is a party or by which Seller any Seller, VVI Spokane or VVI Tallahassee may be boundbound legally; and (ive) will not create any claim, liability, mortgage, lien, pledge, condition, charge, or encumbrance of any nature whatsoever upon any of the Shares or the Assets; and (v) will not conflict with any provision of Seller's Certificate of Incorporation or By-laws.
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 listed on Schedule 3.3, the execution, delivery, the 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): (i) do not require the consent of any third partyparty which is a party to any agreement with Seller; (ii) 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 in a proceeding involving Seller, the Station or the Assets; (iii) 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 Seller is a party or by which Seller Seller, the Station or the Assets may be bound; (iv) will not create any claim, liability, mortgage, lien, pledge, condition, charge, or encumbrance of any nature whatsoever upon any of the Assets; and (v) will not conflict with any provision of Seller's Certificate of Incorporation or By-laws.
Appears in 1 contract
Samples: Asset Purchase Agreement (Paxson Communications Corp)
Absence of Conflicting Agreements. Subject to obtaining the Consents listed on Schedule 3.3, the execution, delivery, delivery and the performance of this Agreement and the documents contemplated hereby (with or without the giving of notice, the lapse of time, or both): (i) do will not require conflict with the consent Articles of any third partyOrganization of Seller; (ii) 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 in a proceeding involving Sellerinstrumentality; (iii) 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 Seller is a party or by which Seller may be bound; and (iv) will not create any claim, liability, mortgage, lien, pledge, condition, charge, or encumbrance of any nature whatsoever upon any of the Assets; and (v) will not conflict with any provision of Seller's Certificate of Incorporation or By-laws.
Appears in 1 contract
Samples: Asset Purchase Agreement (Paxson Communications Corp)
Absence of Conflicting Agreements. Subject to obtaining the Consents listed on Schedule 3.3, the execution, delivery, the delivery and performance of this Agreement and the documents contemplated hereby (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, 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 in a proceeding involving Seller; (iii) 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 Seller is a party or by which Seller may be bound; (iv) will not create any claim, liability, mortgage, lien, pledge, condition, charge, or encumbrance of any nature whatsoever upon any of the Assets; and (v) will not conflict with any provision of Seller's Certificate Articles of Incorporation or By-laws.
Appears in 1 contract
Samples: Asset Purchase Agreement (Paxson Communications Corp)
Absence of Conflicting Agreements. Subject to obtaining the Consents listed on Schedule 3.3, the execution, delivery, the and performance 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, 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 in a proceeding involving Sellerinstrumentality; (iii) 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 Seller is a party or by which Seller may be bound; and (iv) will not create any claim, liability, mortgage, lien, pledge, condition, charge, or encumbrance of any nature whatsoever upon any of the Assets; and (v) will not conflict with any provision of Seller's Certificate of Incorporation or By-laws.
Appears in 1 contract
Samples: Asset Purchase Agreement (Paxson Communications Corp)
Absence of Conflicting Agreements. Subject to obtaining the Consents listed on Schedule 3.3Consents, the execution, delivery, the and performance of this Agreement and the documents contemplated hereby (with or without the giving of notice, the lapse of time, or both): (i) do does not require the consent of any third party; (ii) will not conflict with any provision of the Partnership Agreement of Seller; (iii) will not conflict with, result in a breach of, or constitute a default under, any law, judgment, order, ordinance, injunction, decree, rule, regulation, regulation or ruling of any court or governmental instrumentality in a proceeding involving instrumentality, which is applicable to either Seller; (iiiiv) 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 either Seller is a party or by which Seller either may be bound; or (ivv) will not create any claim, liability, mortgage, lien, pledge, condition, charge, or encumbrance of any nature whatsoever upon any of the Assets; and (v) will not conflict with any provision of Seller's Certificate of Incorporation or By-laws.
Appears in 1 contract
Samples: Asset Purchase Agreement (American Radio Systems Corp /Ma/)
Absence of Conflicting Agreements. Subject to obtaining the Consents listed on Schedule 3.3, the execution, delivery, the and performance 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, 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 in a proceeding involving Sellerinstrumentality; (iii) 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 Seller is a party or by which Seller may be bound; (ivbound;(iv) will not create any claim, liability, mortgage, lien, pledge, condition, charge, or encumbrance of any nature whatsoever upon any of the Assets; and (v) will not conflict with any provision of the organizational documents of Seller's Certificate of Incorporation or By-laws.
Appears in 1 contract
Samples: Asset Purchase Agreement (Paxson Communications Corp)
Absence of Conflicting Agreements. Subject to obtaining the governmental Consents provided for in Section 6.1 and Section 6.2 and the other Consents listed on Schedule 3.3, the execution, delivery, the and performance of this Agreement and the documents contemplated hereby (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 or regulatory authority); (iib) will not conflict withwith any provision of the Articles of Incorporation or By-Laws, as amended and/or restated, of either Seller; (c) will not violate or result in a breach of, or constitute a default under, contravene any law, judgment, order, ordinance, injunction, decree, rule, regulation, or ruling of any court or governmental instrumentality in a proceeding involving Sellerinstrumentality; (iiid) will not violate, conflict with, or result in a material breach of any terms of, constitute grounds for termination of, result in a breach of, constitute a default under, or accelerate or permit result in the acceleration of any performance required by the terms of, any mortgage, indenture, lease, contract, agreement, instrument, license, or permit to which either Seller is a party or by which either Seller or any of the Assets may be boundbound legally or affected; and (ive) will not create any claim, liability, mortgage, lien, pledge, condition, charge, or encumbrance of any nature whatsoever or other security interest upon any of the Assets; and (v) will not conflict with any provision of Seller's Certificate of Incorporation or By-laws.
Appears in 1 contract
Samples: Asset Purchase Agreement (Paxson Communications Corp)
Absence of Conflicting Agreements. Subject to obtaining the Consents listed on Schedule 3.3, the The execution, delivery, the and performance of this Agreement and the documents contemplated hereby (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 any provision of the Certificate and Limited Partnership Agreement of BBTC; (c) 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 in a proceeding involving Sellerinstrumentality; (iiid) 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 Seller BBTC is a party or by which Seller BBTC may be bound; and (ive) will not create any claim, liability, mortgage, lien, pledge, condition, charge, or encumbrance of any nature whatsoever upon any of the Assets; and (v) will not conflict with any provision of Seller's Certificate of Incorporation or By-laws, other than the liens securing the Loans.
Appears in 1 contract
Samples: Loan and Option Agreement (Paxson Communications Corp)
Absence of Conflicting Agreements. Subject to obtaining the Consents listed on Schedule 3.3, the execution, delivery, the performance of this Agreement and the documents contemplated hereby (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, 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 in a proceeding involving Seller; (iii) 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 Seller is a party or by which Seller may be bound; (iv) will not create any claim, liability, mortgage, lien, pledge, condition, charge, or encumbrance of any nature whatsoever upon any of the Assets; and (v) will not conflict with any provision of Seller's Partnership Agreement or Certificate of Incorporation or By-lawsLimited Partnership.
Appears in 1 contract
Samples: Asset Purchase Agreement (Paxson Communications Corp)