Authorization, Compliance, Etc. The execution and delivery of, and the performance by the Seller of its obligations under, the Repurchase Documents to which it is a party (a) are within the Seller’s powers, (b) have been duly authorized by all requisite action, (c) do not violate any provision of applicable law, rule or regulation, or any order, writ, injunction or decree of any court or other Governmental Authority, or its organizational documents, (d) do not violate any indenture, agreement, document or instrument to which the Seller or any of its Subsidiaries is a party, or by which any of them or any of their properties, any of the Repurchase Assets is bound or to which any of them is subject and (e) are not in conflict with, do not result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or except as may be provided by any Repurchase Document, result in the creation or imposition of any Lien upon any of the property or assets of the Seller or any of its Subsidiaries pursuant to, any such indenture, agreement, document or instrument. The Seller is not required to obtain any consent, approval or authorization from, or to file any declaration or statement with, any Governmental Authority in connection with or as a condition to the consummation of the Transactions contemplated herein and the execution, delivery or performance of the Repurchase Documents to which it is a party.
Authorization, Compliance, Etc. The execution and delivery of, and performance by the Companies of their respective obligations under, this Agreement, the Notes, the Security Documents, the Acquisition Agreements and the other agreements and instruments relating thereto (all of the foregoing being hereinafter referred to collectively as the "Transaction Documents") have been duly authorized by all requisite corporate, partnership and membership action and will not violate any provision of law (including without limitation the Communications Act of 1934, as amended, the Copyright Revisions Act of 1976, as amended, and all other rules, regulations, administrative orders and policies of the FCC, the FAA and the Copyright Office), any order, judgment or decree of any court or other agency of government, the Organizational Documents of any Company or any indenture, agreement or other instrument to which any Company or the Parent is a party, or by which any Company or the Parent is bound (including without limitation the PCC Exchange Indenture, the PCC Exchange Notes, the PCC 1997 Indenture, the PCC 1997 Senior Notes, the PCC 1998 Indenture, the PCC 1998 Senior Notes, the PSC 2001 Indenture, the PSC 2001 Senior Notes, the Golden Sky Exchange Indentures, the Golden Sky Exchange Notes, the PSC Subordinated Notes, the PSC Subordinated Notes Indenture, the Subordinated Debt Documents, the PCC Preferred Stock Designation and any DBS Agreement), or be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or except as may be permitted under this Agreement, result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of any Company or the Parent pursuant to, any such indenture, agreement or instrument. Each of the Transaction Documents constitutes the valid and binding obligation of each of the Companies and their Affiliates party thereto, enforceable against such party in accordance with its terms, subject, however to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the rights and remedies of creditors generally or the application of principles of equity, whether in any action in law or proceeding in equity, and subject to the availability of the remedy of specific performance or of any other equitable remedy or relief to enforce any right under any such agreement.
Authorization, Compliance, Etc. The execution and delivery of, and the performance by each of Guarantor and each Seller of its obligations under, the Facility Documents to which it is a party (a) are within such Seller’s or Guarantor’s, as applicable, powers, (b) have been duly authorized by all requisite action, (c) do not violate any provision of applicable law, rule or regulation, or any order, writ, injunction or decree of any court or other Governmental Authority, or its organizational documents, (d) do not violate any material indenture, agreement, document or instrument to which any Seller, Guarantor or any of its Subsidiaries is a party, or by which any of them or any of their properties, any of the Repurchase Assets is bound or to which any of them is subject and (e) are not in conflict with, do not result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or except as may be provided by any Facility Document, result in the creation or imposition of any Lien upon any of the property or assets of any Seller, Guarantor or any of its Subsidiaries pursuant to, any such indenture, agreement, document or instrument. Neither Guarantor nor any Seller is required to obtain any consent, approval or authorization from, or to file any declaration or statement with, any Governmental Authority in connection with or as a condition to the consummation of the Transactions contemplated herein and the execution, delivery or performance of the Facility Documents to which it is a party.
Authorization, Compliance, Etc. The execution and delivery of, and performance by the Companies of their respective obligations under, this Agreement, the Notes, the Security Documents, the Acquisition Documents, the Indenture, the Senior Notes and the other agreements and instruments relating thereto (all of the foregoing being hereinafter referred to collectively as the "Transaction Documents") have been duly authorized by all requisite corporate, partnership and limited liability company action, as applicable, and will not violate any provision of law, any order, judgment or decree of any court or other agency of govenment, including without limitation the FCC, the charter documents or by-laws of any corporate Company, the limited partnership agreement or certificate of limited partnership of any partnership Company, the articles of organization or operating agreement of any limited liability company, or any indenture, agreement or other instrument (including without limitation any other Transaction Document or any Parent Agreement) to which any Company is a party, or by which any Company is bound, or be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or except as may be permitted under this Agreement, result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of any Company pursuant to, any such indenture, agreement or instrument. Each of the Transaction Documents constitutes the valid and binding obligation of each of the Companies and their Affiliates party thereto, enforceable against such party in accordance with its terms, subject, however to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the rights and remedies of creditors generally or the application of principles of equity, whether in any action in law or proceeding in equity, and subject to the availability of the remedy of specific performance or of any other equitable remedy or relief to enforce any right under any such agreement.
Authorization, Compliance, Etc. 33 4.04 Governmental and Other Consents, Etc.................................. 34 4.05 Litigation............................................................ 34 4.06 Compliance with Laws and Agreements................................... 34 4.07 Franchises............................................................ 35 4.08 Licenses.............................................................. 35 4.09 The Systems........................................................... 36 4.10 Rate Regulations...................................................... 38 4.11 The Stations.......................................................... 38 4.12
Authorization, Compliance, Etc. The execution and delivery of, and the performance by Borrower of its obligations under, the Loan Documents (a) are within its corporate powers, (b) have been duly authorized by all requisite corporate action, (c) do not and will not violate any provision of law, any order of any court or other agency of government, or the corporate charter or by-laws of Borrower, and (d) do not and will not violate any indenture, agreement or other instrument to which it is a party, or by which it is bound, or be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or except as may be provided by this Agreement, result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Borrower pursuant to, any such indenture, agreement or instrument. Borrower is not required to obtain any consent, approval or authorization from, or to file any declaration or statement with, any governmental instrumentality or other agency in connection with or as a condition to the execution, delivery or performance of the Loan Documents.
Authorization, Compliance, Etc. 36 Section 4.04. Governmental and Other Consents, Etc..................................................36 Section 4.05. Litigation............................................................................37 Section 4.06. Compliance with Laws and Agreements...................................................37 Section 4.07. [Intentionally Omitted]...............................................................38 Section 4.08 Licenses..............................................................................38 Section 4.09. [Intentionally Omitted]...............................................................39 Section 4.10 [Intentionally Omitted]...............................................................39 Section 4.11. The Stations..........................................................................39 Section 4.12. DBS Rights............................................................................40 Section 4.13. Title to Properties; Condition of Properties..........................................40 Section 4.14. Interests in Other Businesses.........................................................40 Section 4.15. Solvency..............................................................................41 Section 4.16. Full Disclosure.......................................................................41 Section 4.17
Authorization, Compliance, Etc. The execution and delivery of, and the performance by each Credit Party of its obligations under the Loan Documents to which it is a party (i) have been duly authorized by all requisite action required by its Organizational Documents and (ii) except as would not reasonably be expected to result in a Material Adverse Effect, will not violate any applicable provision of Applicable Law, any order, judgment or decree of any court or other agency of government (including, without limitation, the FCC) to which any Credit Party is subject or any material indenture, agreement or other instrument to which any Credit Party is a party, or by which any Credit Party is bound, or be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or except as may be permitted under this Agreement, result in the creation or imposition of any Lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of any Credit Party pursuant to, any such indenture, agreement or instrument.
Authorization, Compliance, Etc. 29 Section 4.04. Governmental and Other Consents, Etc........ 30 Section 4.05 Litigation.................................. 30 Section 4.06. Compliance with Laws and Agreements......... 31 Section 4.07. Licenses.................................... 31 Section 4.08. The Stations................................ 32 Section 4.09. Title to Properties; Condition of Properties............................... 33 Section 4.10. Interests in Other Businesses............... 33 Section 4.11. Solvency.................................... 33 Section 4.12. Full Disclosure............................. 34 Section 4.13. Margin Stock............................... 34 Section 4.14. Tax Returns................................ 34 Section 4.15. Pension Plans, Etc......................... 34 Section 4.16. Material Agreements........................ 35 Section 4.17. Projections................................ 35 Section 4.18. Brokers, Etc............................... 35 Section 4.19. Capitalization............................. 35 Section 4.20. Environmental Compliance................... 35 Section 4.21. Investment Company Act..................... 37 Section 4.22. Labor Matters.............................. 37 Section 4.23. Delaware Code Provisions................... 37
Authorization, Compliance, Etc. 32 5.04 Governmental and Other Consents, Etc.......................................................33 5.05 Compliance with Laws and Agreements........................................................33 5.06
