Authority; No Conflict; Consents Sample Clauses

Authority; No Conflict; Consents. This Agreement constitutes and, when executed and delivered, the other Transaction Documents to which an Operator is or is to become a party will constitute, legal, valid and binding obligations of each of Seller and General Partner, respectively, enforceable against such Person in accordance with their respective terms. Each of the Operators have the absolute and unrestricted right, power, authority and legal capacity to execute and deliver this Agreement and such other Transaction Documents to which such Person is or is to become a party is and to perform their respective obligations hereunder and thereunder. Neither the execution and delivery of this Agreement nor the consummation or performance of any of the transactions contemplated by this Agreement by Seller, General Partner, Manager or the Bullocks will, directly or indirectly (with or without notice or lapse of time): contravene, conflict with or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any of the Organizational Documents of such party or any Contract or any agreement to which such party (whether or not Seller is a party thereto) or any Acquisition Assets may be subject; contravene, conflict with, or result in a violation of any applicable Law to which such party or any Acquisition Assets may be subject or give any Governmental Authority or other Person the right to challenge any of the transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under any Law to which such party or any of the Acquisition Assets may be subject; contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Business, the Facility or any other the Acquisition Assets; cause Buyer to become subject to, or to become liable for the payment of, any Tax for the Business's operations prior to the Closing; cause any of the Acquisition Assets to be reassessed or revalued by any Governmental Authority (except to the extent that any of the same would customarily be reassessed or revalued by such Governmental Authority upon a sale of such asset); or result in the imposition or creation of any Encumbrance (exce...

Authority; No Conflict; Consents. (a) This Agreement constitutes the legal, valid and binding obligation of ZSPN and the Stockholders, enforceable against ZSPN and the Stockholders in accordance with its terms, except to the extent that such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally and is subject to general principles of equity. ZSPN and the Stockholders have the absolute and unrestricted right, power, authority and capacity to execute and deliver this Agreement and to perform their respective obligations thereunder. (b) Neither the execution and delivery of this Agreement by ZSPN or the Stockholders nor the consummation or performance of any of the Contemplated Transactions by ZSPN or the Stockholders will violate, Breach or conflict with: (i) any provision of the Organizational Documents of ZSPN or the ZSPN Subsidiaries; (ii) any resolution adopted by the stockholders or the Board of Directors of ZSPN or the ZSPN Subsidiaries; (iii) any Legal Requirement or Order to which ZSPN or the ZSPN Subsidiaries may be subject; or (iv) any Contract to which ZSPN or the ZSPN Subsidiaries is a party or by which ZSPN or the ZSPN Subsidiaries may be bound. (c) Except for the filing of the FCC Consent, the filing of the Certificate of Merger with the Delaware Secretary of State, the filing required by the HSR Act and obtaining any necessary third party consents set forth on Schedule 4.2, neither ZSPN, the ZSPN Subsidiaries nor the Stockholders will be ------------ required to give any notice to or obtain any third-party Consents from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions, including, without limitation, the sale of the Shares to Acquisition Co., the transfer of the ownership and operation of the Radio Stations, the Outdoor Business and the Internet Sites to Entravision via the Merger, and assignment of all Applicable ZSPN Contracts to the Surviving Corporation. Schedule 4.2 identifies any ------------ Consent which is material to the operation of the Radio Stations, the Outdoor Business or the Internet Sites as a "Material Consent."

Authority; No Conflict; Consents. (a) Seller's execution and delivery of this Agreement, and Seller’s and each Retained Subsidiary’s execution of the agreements, documents and instruments to be delivered hereunder by Seller and the Retained Subsidiaries pursuant to Section 2.4(a) (collectively, “Seller's Closing Documents”) to which it is or will be a party, and the performance by Seller and the Retained Subsidiaries of their respective obligations hereunder and thereunder, have been duly and validly authorized by all requisite action on the part of Seller and each of the Retained Subsidiaries (including in each case its board of directors). The Board of Directors (or, in the case of PMA, the Managing Member) of each of the Acquired Companies has duly and validly authorized the relevant Acquired Company’s execution, delivery and performance of this Agreement and the agreements, documents and instruments to be executed hereunder by such Acquired Company. This Agreement constitutes the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms. Upon the execution and delivery by Seller and the Retained Subsidiaries of Seller’s Closing Documents, Seller's Closing Documents will constitute the legal, valid, and binding obligations of Seller and the Retained Subsidiaries, as applicable to each, enforceable against each in accordance with their respective terms. Seller has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement, and Seller and the Restricted Subsidiaries have the absolute and unrestricted right, power, authority, and capacity to execute and deliver Seller's Closing Documents, and to perform their respective obligations under this Agreement and Seller's Closing Documents. (b) Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in a violation of (A) any provision of Seller’s or any Retained Subsidiary’s Organizational Documents, or (B) any resolution adopted by the board of directors or the stockholders of Seller or any Retained Subsidiary or any Acquired Company; or (ii) assuming the correctness of Buyer’s and Xxxxxx’x representations and warranties contained in Section 4.2 with respect to the Buyer-Related Signers, contravene, conflict with, or result in a violation of, or give any Governmental Body...

Authority; No Conflict; Consents. (a) This Agreement constitutes the legal, valid and binding obligation of the Company and the Corporation, enforceable against the Company and the Corporation in accordance with its terms, except to the extent that such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally and is subject to general principles of equity. Except for third party consents which have already been obtained, the Company and the Corporation have the absolute and unrestricted right, power, authority and capacity to execute and deliver this Agreement, the Note, the Investor Rights Agreement and to perform their respective obligations thereunder. (b) Neither the execution and delivery of this Agreement by the Company or the Corporation nor the consummation or performance of any of the transactions contemplated by this Agreement by the Company or the Corporation will give any Person the right to prevent, delay or otherwise interfere with any of the transactions contemplated by this Agreement pursuant to: (i) any material provision of the respective organizational documents of the Company and the Corporation; (ii) any resolution adopted by the members, stockholders or the Board of Directors of the Company or the Corporation, as the case may be; (iii) any material legal requirement or material order to which the Company or the Corporation may be subject; or (iv) any material contract to which the Company or the Corporation is a party or by which the Company or the Corporation may be bound. (c) Except as set forth on Schedule 2.2(c), the Company and the --------------- Corporation are not and will not be required to give any notice to or obtain any third-party consents from any Person in connection with the execution and delivery of this Agreement, the Note or the Investor Rights Agreement or the consummation or performance of any of the transactions contemplated by this Agreement.

Authority; No Conflict; Consents. (a) This Agreement has been, and the Related Agreements to which Company is a party (when executed and delivered by Company), will be, duly and validly executed and delivered by Company and this Agreement is, and the Related Agreements to which Company is a party (when executed and delivered by Company) will be, the valid and binding obligations of Company, enforceable against Company in accordance with their respective terms, except as such may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditor’s rights generally, and by general equitable principles. The Assignment Agreements and any other assignments, endorsements, and instruments of transfer to be delivered by Company to EPP at the Closing are sufficient to transfer Company’s entire right, title and interest in and to the Assets. Upon the consummation of the Contemplated Transactions, including the execution and delivery to EPP of the Assignment Agreements, EPP will receive good and valid title to the Assets, free and clear of all Claims and Encumbrances other than Permitted Encumbrances (provided that Company shall cause to be released and discharged on or prior to the Closing Date all of the Permitted Encumbrances described in clause (vii) of the definition of “Permitted Encumbrances” and all of the Encumbrances set forth on Schedule 8.2(n)). (b) Except as set forth on Schedule 3.2(b) of the Disclosure Letter, neither the execution, nor delivery of this Agreement or any of the Related Agreements, nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time or both): (i) contravene, conflict with, or result in a violation of (A) any provision of any of the Organizational Documents of Company, or (B) any resolution adopted by the board of directors or shareholders of Company; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Law or Order to which any of the Assets may be subject; (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify any Governmental Authorization that is held by Company that relates to the Assets; (iv) cause Company to become subject to, or to become liable ...

Authority; No Conflict; Consents. (a) This Agreement constitutes the legal, valid and binding obligation of Entravision and Acquisition Co., enforceable against Entravision and Acquisition Co. in accordance with its terms, except to the extent that such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally and is subject to general principles of equity. Entravision and Acquisition Co. have the absolute and unrestricted right, power, authority and capacity to execute and deliver this Agreement and to perform their respective obligations thereunder. (b) Neither the execution and delivery of this Agreement by Entravision or Acquisition Co. nor the consummation or performance of any of the Contemplated Transactions by Entravision or Acquisition Co. will give any Person the right to prevent, delay or otherwise interfere with any of the Contemplated Transactions or the Roll-Up pursuant to: (i) any provision of the respective Organizational Documents of Entravision and Acquisition Co.; (ii) any resolution adopted by the members, stockholders or the Board of Directors of Entravision or Acquisition Co., as the case may be; (iii) any Legal Requirement or Order to which Entravision or Acquisition Co. may be subject; or (iv) any Contract to which Entravision or Acquisition Co. is a party or by which Entravision or Acquisition Co. may be bound. (c) Except for the FCC Consent, the filings required by the HSR Act, and the consent of Union Bank of California, Entravision and Acquisition Co. are not and will not be required to give any notice to or obtain any third-party Consents from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions or the Roll-Up.

Authority; No Conflict; Consents. Each of this Agreement and the Ancillary Documents is a legal, valid, and binding obligation of each of Buyer and Buyer Related Parties enforceable against Buyer and Buyer Related Parties, respectively in accordance with its terms, except that such enforcement may be subject to or limited by (i) bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors’ rights generally, and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). Each of Buyer and Buyer Related Parties has all right, power, and authority to execute and deliver this Agreement and to perform its obligations under this Agreement and the Ancillary Documents. The execution and delivery of this Agreement and the Ancillary Documents by Buyer and Buyer Related Parties does not, and the consummation or performance by Buyer and Buyer Related Parties of any of the Contemplated Transactions will not: (i) conflict with or result in a violation of any provision of the articles of incorporation or bylaws of Buyer or Buyer Related Parties; (ii) conflict with or result in a violation of Order to which Buyer or Buyer Related Parties may be subject; or (iii) conflict with, result in a violation or breach of, constitute a default under, result in the acceleration of, create in any party the right to terminate, modify or cancel any provision of any Contract to which Buyer or Buyer Related Parties is a party or by which Buyer or Buyer Related Parties may be bound. Neither Buyer nor Buyer Related Parties is required to obtain any Consent from, or provide any notice to, any Person in connection with the execution and delivery of this Agreement or the Ancillary Documents or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict; Consents. The execution and delivery of this Agreement by Purchaser does not, and the consummation of the transactions contemplated hereby will not (i) conflict with, or result in any violation or breach of any provisions of its articles of incorporation or bylaws, (ii) result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit, under any of the terms, conditions or provisions of any note, bond mortgage, indenture, lease, contract or other agreement, instrument or obligation to which Purchaser is a party or by which any of its properties or assets by which may Purchaser be bound, or (iii) conflict with or violate any permit, concession, franchise, lien, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Purchaser or any of its properties or assets. There is no action, suit, proceeding, claim, arbitration, or investigation pending, or to the best knowledge of Purchaser threatened, against Purchaser which in any manner challenges or seeks to prevent, enjoin, alter or materially delay any of the transactions contemplated by this Agreement.

Authority; No Conflict; Consents. (a) Subject to the Petro Franchise Consents (as such term is defined in Section 5.4), this Agreement constitutes the legal, valid, and binding obligation of Sellers, enforceable against Sellers in accordance with its terms, except as such enforceability may be limited by laws regarding bankruptcy, insolvency and other creditors' rights, and by principles of equity. Upon the execution and delivery by the applicable Sellers of the Sellers' Releases and the Noncompetition Agreement (collectively, the "SELLERS' CLOSING DOCUMENTS"), the Sellers' Closing Documents will constitute the legal, valid, and binding obligations of the applicable Sellers, enforceable against them in accordance with their respective terms, except as such enforceability may be limited by laws regarding bankruptcy, insolvency and other creditors' rights, and by principles of equity. Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Sellers' Closing Documents and to perform their obligations under this Agreement and the Sellers' Closing Documents. (b) Subject to the Petro Franchise Consents (as such term is defined in Section 5.4), except as set forth in SCHEDULE 3.2, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of the Company, or (B) any resolution adopted by the board of directors or the stockholders of the Company; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which the Company or any Seller, or any of the assets owned or used by the Company, may be subject; (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by the Company or that otherwise relates to the business of, or any of the assets owned or used by, the Company; (iv) cause Buyer or the Company to become subject to, or to become liable for the payment of, any Tax; (v) cause any of the assets owned by...

Authority; No Conflict; Consents. (a) This Agreement constitutes the legal, valid and binding obligation of Vestar, enforceable against it in accordance with its terms except to the extent that its enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, fraudulent transfer, moratorium or other laws relating to or affecting creditors' rights generally and by general equity principles. (b) Vestar has the requisite limited liability company right, power, authority and capacity to execute and deliver this Agreement and to perform its obligations under this Agreement. The execution, delivery and performance of this Agreement by Vestar have been duly authorized by all necessary limited liability company action, on the part of such entity and its owners. (c) Except as disclosed in Section 5.2 of the Disclosure Letter, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly: (i) conflict with any provision of the Organizational Documents of Vestar; or (ii) result in a violation of, or give any Governmental Body or other Person the right to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which Vestar is subject.