Common use of Authority of the Buyer Clause in Contracts

Authority of the Buyer. (a) Each of the Buyer and the Buyer Guarantor has the requisite organizational power and authority to execute and deliver this Agreement and all of the other agreements and instruments to be executed and delivered by the Buyer or the Buyer Guarantor, as applicable, pursuant hereto (collectively, the “Buyer Ancillary Agreements”), to consummate the transactions contemplated hereby and thereby and to comply with the terms, conditions and provisions hereof and thereof. (b) The execution, delivery and performance of this Agreement and the Buyer Ancillary Agreements by each of the Buyer and the Buyer Guarantor have been duly authorized and approved by all necessary organizational action on the part of the Buyer and the Buyer Guarantor and do not require any further authorization or consent on the part of the Buyer, the Buyer Guarantor or any of their Affiliates. This Agreement is, and each other Buyer Ancillary Agreement when executed and delivered by the Buyer or the Buyer Guarantor, as applicable, and the other parties thereto will be, a legal, valid and binding agreement of the Buyer or the Buyer Guarantor, as applicable, enforceable in accordance with its respective terms, except in each case as such enforceability may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar laws affecting or limiting the enforcement of creditors’ rights generally and except as such enforceability is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (c) Except for the FCC Consent, the DOJ Consent, as my be required by the WARN Act or other similar Laws, and as set forth in Schedule 4.2, none of the execution, delivery and performance by the Buyer or the Buyer Guarantor of this Agreement, or by the Buyer or the Buyer Guarantor, as applicable, of the Buyer Ancillary Agreements to which it is a party, the consummation by the Buyer or the Buyer Guarantor, as applicable, of the transactions contemplated hereby or thereby or compliance by the Buyer or the Buyer Guarantor, as applicable, with or fulfillment by the Buyer or the Buyer Guarantor, as applicable, of the terms, conditions and provisions hereof or thereof will: (i) conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any Encumbrance upon any assets of the Buyer under, (A) the certificate of incorporation, bylaws or other organizational documents of the Buyer or the Buyer Guarantor, as applicable, or (B) any material indenture, note, mortgage, lease, guaranty or agreement, or any material judgment, Order, award or decree, to which the Buyer or the Buyer Guarantor, as applicable, is a party; or (ii) require the approval, consent, authorization or act of, or the making by the Buyer or the Buyer Guarantor, as applicable, of any declaration, filing or registration with, any third Person or any foreign, federal, state or local court, governmental or regulatory authority or body, except for any approval by the DOJ, as required by the DOJ Final Judgment, except, in any case, as would not, individually or in the aggregate, be reasonably likely to have a material adverse effect on the ability of the Buyer to perform its obligations under this Agreement.

Authority of the Buyer. (a) Each of the The Buyer and the Buyer Guarantor has the requisite organizational power and authority to execute and deliver this Agreement and all of the other agreements and instruments to be executed and delivered by the Buyer or the Buyer Guarantor, as applicable, pursuant hereto (collectively, the “Buyer Ancillary Agreements”), to consummate the transactions contemplated hereby and thereby and to comply with the terms, conditions and provisions hereof and thereof. (b) The execution, delivery and performance of this Agreement and the Buyer Ancillary Agreements by each of the Buyer and the Buyer Guarantor have been duly authorized and approved by all necessary organizational action on the part of the Buyer and the Buyer Guarantor its Affiliates and do not require any further authorization or consent on the part of the Buyer, the Buyer Guarantor or any of their its Affiliates. This Agreement is, and each other Buyer Ancillary Agreement when executed and delivered by the Buyer or the Buyer Guarantor, as applicable, any of its Affiliates and the other parties thereto will be, a legal, valid and binding agreement of the Buyer or the Buyer Guarantor, as applicable, such Affiliates party thereto enforceable in accordance with its respective terms, except in each case as such enforceability may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar laws affecting or limiting the enforcement of creditors’ rights generally and except as such enforceability is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (c) Except for the FCC Consent, the DOJ Consent, as my be required by the WARN Act or other similar Laws, Consent and as set forth in Schedule 4.2, none of the execution, delivery and performance by the Buyer or the Buyer Guarantor of this Agreement, or by the Buyer or the Buyer Guarantorany of its Affiliates, as applicable, of the Buyer Ancillary Agreements to which it is a party, the consummation by the Buyer or the Buyer Guarantorits Affiliates, as applicable, of the transactions contemplated hereby or thereby or compliance by the Buyer or the Buyer Guarantorany of its Affiliates, as applicable, with or fulfillment by the Buyer or the Buyer Guarantorits Affiliates, as applicable, of the terms, conditions and provisions hereof or thereof will: (i) conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any Encumbrance upon any assets of the Buyer under, (A) the certificate of incorporation, bylaws or other organizational documents of the Buyer or the Buyer Guarantor, as applicableBuyer, or (B) any material indenture, note, mortgage, lease, guaranty or material agreement, or any material judgment, Orderorder, award or decree, to which the Buyer or the Buyer Guarantor, as applicable, any of its Affiliates is a party; or (ii) require the approval, consent, authorization or act of, or the making by the Buyer or the Buyer Guarantor, as applicable, any of its Affiliates of any declaration, notice, filing or registration with, any third Person or any foreign, federal, state or local court, governmental or regulatory authority or body, except for such of the foregoing as are necessary pursuant to the HSR Act or any approval by the DOJ, as required by the DOJ Final Judgment, except, in any case, as would not, individually or in the aggregate, be reasonably likely to have a material adverse effect on the ability of the Buyer to perform its obligations under this Agreementif applicable.

Authority of the Buyer. (a) Each of the Buyer and the Buyer Guarantor A. The buyer has the requisite organizational full power and authority to execute and deliver this Agreement agreement and all each of the other agreements and instruments contemplated hereby to be executed and delivered by the Buyer or the Buyer Guarantor, as applicable, pursuant hereto (collectively, the “Buyer Ancillary Agreements”), to consummate the transactions contemplated hereby and thereby buyer and to comply with perform all acts which are necessary or desirable to be performed by it to carry out the terms, conditions and provisions hereof and thereof. (b) B. The execution, delivery and performance of this Agreement agreement and the Buyer Ancillary Agreements by each of the Buyer agreements and the Buyer Guarantor instruments contemplated hereby to be executed and delivered by buyer have been duly authorized and approved by all necessary organizational corporate action of the buyer and no further corporate action on the part of the Buyer buyer is necessary to authorize such execution, delivery and the Buyer Guarantor and do not require any further authorization or consent on the part of the Buyer, the Buyer Guarantor or any of their Affiliatesperformance. This Agreement isagreement has been duly executed and delivered by buyer and constitutes, and each other Buyer Ancillary Agreement when of the agreements and instruments contemplated hereby to be executed and delivered by the Buyer or buyer will when duly executed and delivered constitute, the Buyer Guarantor, as applicable, and the other parties thereto will be, a legal, valid and binding agreement obligation of the Buyer or the Buyer Guarantor, as applicablebuyer, enforceable against the buyer in accordance with its respective terms, except in each case as such enforceability may be limited by subject only (i) to applicable bankruptcy, moratorium, insolvency, reorganization moratorium or other similar laws affecting or limiting the enforcement rights of creditors’ rights creditors generally and except as such enforceability is subject (ii) to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)equity. (c) Except for C. Upon acquiring the FCC Consentconsents identified herein, neither the DOJ Consent, as my execution and delivery of this agreement nor the execution and delivery by buyer of any of the other agreements or instruments contemplated hereby to be required executed and delivered by the WARN Act or other similar Laws, and as set forth in Schedule 4.2, none of the execution, delivery and performance by the Buyer or the Buyer Guarantor of this Agreement, or by the Buyer or the Buyer Guarantor, as applicable, of the Buyer Ancillary Agreements to which it is a party, buyer nor the consummation by the Buyer or the Buyer Guarantor, as applicable, of any of the transactions contemplated hereby or thereby or nor compliance by the Buyer or the Buyer Guarantor, as applicable, buyer with or fulfillment by the Buyer or the Buyer Guarantor, as applicable, of the terms, conditions and provisions hereof or thereof will: , (i) conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, the charter or result in the creation or imposition bylaws of buyer, any Encumbrance upon any assets of the Buyer undernote, (A) the certificate of incorporationagreement, bylaws or other organizational documents of the Buyer or the Buyer Guarantorconditional sales contract, as applicable, or (B) any material indenture, note, mortgage, deed of trust, guarantee, lease, guaranty license, permit, judgment, order, or other material agreement, commitment or arrangement to which buyer is a party or to which buyer or buyer's assets or any real property owned or leased by buyer are bound or affected and which is material to the business and properties of the buyer, or any material judgmentlaw, Orderstatute, award rule or decree, regulation to which the Buyer buyer is subject, or the Buyer Guarantor, as applicable, is a party; or (ii) require the approval, consent, authorization or act ofof exemption by, or the making by the Buyer or the Buyer Guarantor, as applicable, of filing with any declaration, filing or registration with, any third Person person not a party to this Agreement or any foreign, federal, state or local court, governmental authority or regulatory authority or self-regulatory body, except for any approval by the DOJ, as required by the DOJ Final Judgment, except, in any case, as would not, individually or in the aggregate, be reasonably likely to have a material adverse effect on the ability of the Buyer to perform its obligations under this Agreement.

Authority of the Buyer. (a) Each of the The Buyer and the Buyer Guarantor has the requisite organizational power and authority to execute and deliver this Agreement and all of the other agreements and instruments Ancillary Agreements to be executed and delivered by the Buyer or the Buyer Guarantor, as applicable, it pursuant hereto (collectively, the “Buyer Ancillary Agreements”)hereto, to consummate the transactions contemplated hereby and thereby and to comply with the terms, conditions and provisions hereof and thereof. (b) The Subject to and after giving effect to the FCC Consent and the approval of the Bankruptcy Court (including satisfying any conditions imposed by the Bankruptcy Court) and compliance with all requirements of the Bankruptcy Code, the execution, delivery and performance of this Agreement and the Buyer Ancillary Agreements by each of the Buyer and the Buyer Guarantor have been duly authorized and approved by all necessary organizational action on the part of the Buyer and the Buyer Guarantor and do not require any further authorization or consent on the part of the Buyer, the Buyer Guarantor or any of their Affiliates. This Agreement is, and each other Buyer Ancillary Agreement when executed and delivered by the Buyer or the Buyer Guarantor, as applicable, and the other parties thereto will be, a legal, valid and binding agreement of the Buyer or the Buyer Guarantor, as applicable, enforceable in accordance with its respective terms, except in each case as such enforceability may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar laws affecting or limiting the enforcement of creditors’ rights generally and except as such enforceability is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at lawLaw). (c) Except for the FCC Consent, the DOJ Consent, as my be required by the WARN Act or other similar Laws, Consent and as set forth in Schedule 4.2, none of the execution, delivery and performance by the Buyer of this Agreement or the Buyer Guarantor of this Agreement, or by the Buyer or the Buyer Guarantor, as applicable, of the Buyer Ancillary Agreements to which it is a partyAgreements, the consummation by the Buyer or the Buyer Guarantor, as applicable, of the transactions contemplated hereby or thereby or compliance by the Buyer or the Buyer Guarantor, as applicable, with or fulfillment by the Buyer or the Buyer Guarantor, as applicable, of the terms, conditions and provisions hereof or thereof will: (i) conflict with, result in a breach or violation of the terms, conditions or provisions of, or constitute a default, default or an event of default (with or without notice or lapse of time, or both) or an event creating rights of acceleration, termination or cancellation termination, cancellation, right of first refusal, revocation, acceleration or a loss of rights or benefits under, or result in the creation or imposition of any Encumbrance (other than Permitted Encumbrances) upon any assets of the Buyer under, (A) the certificate of incorporation, bylaws or other organizational documents of the Buyer or the Buyer Guarantor, as applicableBuyer, or (B) any material indenture, note, mortgage, lease, guaranty Contract or agreement, or any material judgment, Order, award or decree, Order to which the Buyer or by which any of its properties or assets may be bound, except as would not reasonably be expected to prevent or materially delay the Buyer Guarantor, as applicable, is a partyconsummation of the transactions contemplated by this Agreement; or (ii) require the approval, consent, authorization or act of, or the making by the Buyer or the Buyer Guarantor, as applicable, any of its Affiliates of any declaration, filing or registration with, any third Person or any foreign, federal, state or local court, governmental court or regulatory authority or bodyGovernmental Body, except for any approval by the DOJ, as required by the DOJ Final Judgment, except, in any case, as would not, individually not reasonably be expected to prevent or in materially delay the aggregate, be reasonably likely to have a material adverse effect on the ability consummation of the Buyer to perform its obligations under transactions contemplated by this Agreement.