Common use of Absence of Conflicting Agreements Clause in Contracts

Absence of Conflicting Agreements. Except as set forth in Schedule 3.3, subject to obtaining the Consents, the execution, delivery, and performance of this Agreement and of the instruments and documents contemplated hereby by Sellers (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 By-Laws of any Seller; (iii) will not conflict with, result in a breach of, or constitute a default under, any law, judgment, order, ordinance, decree, rule, regulation, or ruling of any court or governmental instrumentality which is applicable to any Seller; (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 material agreement, instrument, license, or permit to which any Seller is a party or by which any Seller or any substantial portion of any Seller's property may be bound; or (iv) will not create any claim, liability, mortgage, lien, pledge, condition, charge or, encumbrance of any nature whatsoever upon the Assets.

Absence of Conflicting Agreements. Except as set forth in Schedule 3.3, subject Subject to obtaining the ConsentsFCC Consent provided for in Section 6.1, the other Consents listed on Schedule 3.3 and any filing required under the HSR Act, the execution, delivery, and performance of this Agreement and of the instruments and documents contemplated hereby by Sellers 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 By-Laws Bylaws of any either 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, or ruling of any court or governmental instrumentality which is applicable to any Sellerinstrumentality; (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 material agreement, instrument, license, or permit to which any either Seller is a party or by which any either Seller or any substantial portion of any Seller's property may be bound; or and (ivv) will not create any claim, liability, mortgage, lien, pledge, condition, charge orcharge, or encumbrance of any nature whatsoever upon any of the Assets.

Absence of Conflicting Agreements. Except as set forth in Schedule 3.3, subject Subject to obtaining the ConsentsFCC Consent, the Consents listed on Schedule 5.4, and making any filing required under the HSR Act, the execution, delivery, and performance of this Agreement and of the instruments and documents contemplated hereby by Sellers 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 By-Laws of any Sellerthe 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, or ruling of any court or governmental instrumentality which is applicable to any Sellerinstrumentality; (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 material agreement, instrument, license, or permit to which any Seller the Company is a party or by which any Seller or any substantial portion of any Seller's property the Company may be bound; or and (ivv) will not create any claim, liability, mortgage, lien, pledge, condition, charge orcharge, or encumbrance of any nature whatsoever upon any of the Assets.

Absence of Conflicting Agreements. Except as set forth in Subject to obtaining the FCC Consent, the Consents listed on Schedule 3.3, subject to obtaining and any filing under the ConsentsHSR Act, the execution, delivery, and performance by Seller of this Agreement and of the instruments and documents contemplated hereby by Sellers (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 Seller or By-Laws of any SellerROLI; (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 which is applicable to any Sellerinstrumentality; (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 material agreement, instrument, license, or permit to which any Seller or ROLI is a party or by which any Seller or any substantial portion of any Seller's property ROLI may be bound; or and (ivv) will not create any claim, liability, mortgage, lien, pledge, condition, charge orcharge, or encumbrance of any nature whatsoever upon any of the Assets.

Absence of Conflicting Agreements. Except as set forth in Schedule 3.3, subject to obtaining the Consents, the The execution, delivery, and performance by Purchaser of this Agreement and of the instruments and documents contemplated hereby by Sellers (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 -16- 21 regulatory authority); (iib) will not conflict with any provision of the Articles Certificate of Incorporation or By-Laws of any SellerPurchaser; (iiic) will not violate, conflict with, or result in a breach of, or constitute a default under, any law, judgment, order, ordinanceinjunction, decree, rule, regulation, or ruling of any court or governmental instrumentality which is applicable to any SellerPurchaser; 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 material mortgage, indenture, lease, contract, agreement, instrument, license, or permit to which any Seller Purchaser is a party or by which any Seller or any substantial portion of any Seller's property Purchaser may be bound; bound legally with such exceptions which, singly or (iv) will in the aggregate, are not create any claim, liability, mortgage, lien, pledge, material and do not result in a material adverse change in the condition, charge orfinancial or otherwise, encumbrance or in the earnings, business affairs or business prospects of any nature whatsoever upon Purchaser, or cause the Assetsunwinding of the transactions contemplated under this Agreement or the LLC Agreement.

Absence of Conflicting Agreements. Except as set forth in Schedule 3.3, subject Subject to obtaining the Consents, --------------------------------- the execution, delivery, and performance of this Agreement and of the instruments and documents contemplated hereby by Sellers (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 Articles of Incorporation or and By-Laws of any Seller; (iii) will not conflict with, result in a breach of, or constitute a default under, any law, judgment, order, ordinance, decree, rule, regulation, regulation or ruling of any court or governmental instrumentality instrumentality, which is applicable to any either Seller; (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 material agreement, instrument, license, license or permit to which any either Seller is a party or by which any Seller or any substantial portion of any Seller's property either may be bound; or (ivv) will not create any claim, liability, mortgage, lien, pledge, condition, charge orcharge, or encumbrance of any nature whatsoever upon the Assets.

Absence of Conflicting Agreements. Except as set forth in Schedule 3.3, subject Subject to obtaining the ConsentsConsents listed on Schedule 3.3, the execution, delivery, and performance of this Agreement and of the instruments Escrow Agreement and the documents contemplated hereby by Sellers 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 either the Articles of Incorporation of KKAK-TV, or By-Laws the Trust Agreement of any Sellerthe Trust; (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 which is applicable to any Sellerinstrumentality; (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 material agreement, instrument, license, or permit to which any Seller is a party or by which any Seller or any substantial portion of any Seller's property may be bound; or and (ivv) will not create any claim, liability, mortgage, lien, pledge, condition, charge orcharge, or encumbrance of any nature whatsoever upon any of the Assets.

Absence of Conflicting Agreements. Except as set forth in Schedule 3.3, subject Subject to obtaining the Consentsgovernmental Consents provided for in Section 6.1 and Section 6.8 and the other Consents listed on Schedule 3.3, the execution, delivery, and performance of this Agreement and of the instruments and documents contemplated hereby by Sellers (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 SellerSeller or ValueVision; (iiic) 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 which is applicable to any Seller; instrumentality, (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 material agreement, instrument, license, or permit to which any Seller or ValueVision is a party or by which any Seller or any substantial portion of any Seller's property ValueVision may be boundbound legally; or and (ive) will not create any claim, liability, mortgage, lien, pledge, condition, charge orcharge, or encumbrance of any nature whatsoever upon any of the Assets.

Absence of Conflicting Agreements. Except as set forth in Schedule 3.3, subject Subject to obtaining the ConsentsConsents listed on Schedule 3.3, the execution, delivery, and performance of this Agreement and of the instruments and documents contemplated hereby by Sellers (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 Certificate of Incorporation Limited Partnership or By-Laws Limited Partnership Agreement of any 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, or ruling of any court or governmental instrumentality which is applicable to any Sellerinstrumentality; (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, or give rise to any material right of first refusal that has not been duly and validly waived by the holder thereof, any agreement, instrument, license, or permit to which any Seller is a party or by which any Seller or any substantial portion of any Seller's property may be bound; or and (ivv) will not create any claim, liability, mortgage, lien, pledge, condition, charge orcharge, or encumbrance of any nature whatsoever upon any of the Assets.

Absence of Conflicting Agreements. Except as set forth in Schedule 3.3, subject Subject to obtaining the Consentsgovernmental Consents provided for in Section 6.1 and Section 6.8 and the other Consents listed on Schedule 3.3, the execution, delivery, and performance of this Agreement and of the instruments and documents contemplated hereby by Sellers (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 SellerSeller or ValueVision; (iiic) 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 which is applicable to any Sellerinstrumentality; (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 material agreement, instrument, license, or permit to which any Seller or ValueVision is a party or by which any Seller or any substantial portion of any Seller's property ValueVision may be boundbound legally; or and (ive) will not create any claim, liability, mortgage, lien, pledge, condition, charge orcharge, or encumbrance of any nature whatsoever upon any of the Assets.

Absence of Conflicting Agreements. Except as set forth in Schedule 3.3, subject Subject to obtaining the ConsentsConsents listed on Section 3.4 of the Disclosure Schedule, the execution, delivery, and performance of this Agreement and of the instruments and documents contemplated hereby by Sellers (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 certificate of Incorporation incorporation or By-Laws bylaws of any SellerCelarix; (iii) will not violate, 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 Governmental Authority which is applicable to any Sellerwould have a Material Adverse Effect; (iv) will not result in the breach of any terms of, 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, or permit to which any Seller Celarix is a party or by which any Seller or any substantial portion of any Seller's property Celarix may be boundbound which would have a Material Adverse Effect; or and (ivv) will not create any claim, liability, mortgage, lien, pledge, condition, charge orcharge, or encumbrance of any nature whatsoever upon any of the Assets.

Absence of Conflicting Agreements. Except as set forth in Schedule 3.3, subject Subject to obtaining the Consentsgovernmental Consents provided for in Section 6.1 and Section 6.8 and the other Consents listed on Schedule 3.3, the execution, delivery, and performance of this Agreement and of the instruments and documents contemplated hereby by Sellers (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; (iiic) 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 which is applicable to any Sellerinstrumentality; (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 material agreement, instrument, license, or permit to which any Seller is a party or by which any Seller or any substantial portion of any Seller's property may be boundbound legally; or and (ive) will not create any claim, liability, mortgage, lien, pledge, condition, charge orcharge, or encumbrance of any nature whatsoever upon any of the Assets.

Absence of Conflicting Agreements. Except as set forth in Subject to obtaining the FCC Consent, the Consents listed on Schedule 3.3, subject to obtaining and making any filing required under the ConsentsHSR Act, the execution, delivery, and performance of this Agreement and of the instruments and documents contemplated hereby by Sellers 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 By-Laws of any 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, or ruling of any court or governmental instrumentality which is applicable to any Sellerinstrumentality; (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 material agreement, instrument, license, or permit to which any Seller is a party or by which any Seller or any substantial portion of any Seller's property may be bound; or and (ivv) will not create any claim, liability, mortgage, lien, pledge, condition, charge orcharge, or encumbrance of any nature whatsoever upon any of the Assets, except for Permitted Encumbrances.

Absence of Conflicting Agreements. Except as set forth in Schedule 3.3, subject Subject to obtaining the ConsentsFCC Consent, the Consents listed on Schedule 3.4, and making any filing required under the HSR Act, the execution, delivery, and performance of this Agreement and of the instruments and documents contemplated hereby by Sellers 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 By-Laws of any SellerSeller and 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, or ruling of any court or governmental instrumentality which is applicable to any Sellerinstrumentality; (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 material agreement, instrument, license, or permit to which any Seller or the Company is a party or by which any Seller or any substantial portion of any Seller's property the Company may be bound; or and (ivv) will not create any claim, liability, mortgage, lien, pledge, condition, charge orcharge, or encumbrance of any nature whatsoever upon any of the AssetsAssets except for Permitted Encumbrances.

Absence of Conflicting Agreements. Except as set forth in Schedule 3.3, subject Subject to obtaining the ConsentsConsents listed on Schedule 3.3 and making any filing required under the HSR Act, the execution, delivery, and performance of this Agreement and of the instruments Escrow Agreement and the documents contemplated hereby by Sellers 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 By-Laws Bylaws of any 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, or ruling of any court or governmental instrumentality which is applicable to any Sellerinstrumentality; (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 material agreement, instrument, license, or permit to which any Seller is a party or by which any Seller or any substantial portion of any Seller's property may be bound, other than such conflicts, terminations, breaches, defaults or accelerations that would not (x) have a material adverse effect on the Assets, business or operations of Seller and (y) delay or prevent the Closing; or and (ivv) will not create any claim, liability, mortgage, lien, pledge, condition, charge orcharge, or encumbrance of any nature whatsoever upon any of the Assets.

Absence of Conflicting Agreements. Except as set forth in Schedule 3.3, subject Subject to obtaining the ConsentsConsents listed on Schedule 3.3 and making any filing required under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvement Act of 1976, as amended (the "HSR Act"), the execution, delivery, and the performance of this Agreement and of the instruments and documents contemplated hereby by Sellers (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 By-Laws of any 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, or ruling of any court or governmental instrumentality which is applicable to any in a proceeding involving Seller; (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, or permit to which any Seller is a party or by which any Seller or any substantial portion of any Seller's property may be bound; or (iv) will not create any claim, liability, mortgage, lien, pledge, condition, charge orcharge, 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.