Authorization; Enforceable Obligations. Assuming that all consents, approvals, authorizations and other actions described in Section 3.1(c) have been obtained or have occurred and any applicable waiting period has expired or been terminated, and except as may result from any facts or circumstances relating solely to Palm Beach I, the execution, delivery and performance of this Agreement does not and will not (i) violate, conflict with or result in the breach of the limited liability company agreement (or similar organizational documents) of ION, (ii) conflict with or violate any Law or Governmental Order applicable to ION or (iii) conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, acceleration or cancellation of, any note, bond, mortgage or indenture, contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which ION or any of its subsidiaries is a party, except, in the case of clauses (ii) and (iii), as would not materially and adversely affect the ability of ION to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement.
Appears in 5 contracts
Samples: Call Agreement (Ion Media Networks Inc.), Master Transaction Agreement (Cig Media LLC), Master Transaction Agreement (Cig Media LLC)
Authorization; Enforceable Obligations. Assuming that all consents, approvals, authorizations and other actions described in Section 3.1(c3.2(c) have been obtained or have occurred and any applicable waiting period has expired or been terminated, and except as may result from any facts or circumstances relating solely to Palm Beach IION, the execution, delivery and performance of this Agreement does not and will not (i) violate, conflict with or result in the breach of the limited liability company agreement certificate of incorporation or bylaws (or similar organizational documents) of IONPalm Beach I, (ii) conflict with or violate any Law or Governmental Order applicable to ION Palm Beach I or (iii) conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, acceleration or cancellation of, any note, bond, mortgage or indenture, contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which ION Palm Beach I or any of its subsidiaries is a party, except, in the case of clauses (ii) and (iii), as would not materially and adversely affect the ability of ION Palm Beach I to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement.
Appears in 5 contracts
Samples: Master Transaction Agreement (Cig Media LLC), Call Agreement (NBC Universal, Inc.), Call Agreement (Ion Media Networks Inc.)
Authorization; Enforceable Obligations. Assuming that all consents, approvals, authorizations and other actions described in Section 3.1(c) have been obtained or have occurred and any applicable waiting period has expired or been terminated, and except as may result from any facts or circumstances relating solely to Palm Beach Ithe Investor, the execution, delivery and performance of this Agreement does not and will not (i) violate, conflict with or result in the breach of the limited liability company agreement (or similar organizational documents) of IONCM, (ii) conflict with or violate any Law or Governmental Order applicable to ION CM or (iii) conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, acceleration or cancellation of, any note, bond, mortgage or indenture, contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which ION CM or any of its subsidiaries is a party, except, in the case of clauses (ii) and (iii), as would not materially and adversely affect the ability of ION CM to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement.
Appears in 4 contracts
Samples: Call Agreement (NBC Universal, Inc.), Master Transaction Agreement (Cig Media LLC), Master Transaction Agreement (Cig Media LLC)
Authorization; Enforceable Obligations. Assuming that all consents, approvals, authorizations and other actions described in Section 3.1(c4.2(c) hereof have been obtained or obtained, all filings and notifications have occurred been made and any applicable waiting period has expired or been terminated, and except as may result from any facts or circumstances relating solely to Palm Beach Ithe NBCU Entities, the execution, delivery and performance of this Agreement does not and will not (i) violate, conflict with or result in the breach of the limited liability company agreement certificate of incorporation or by laws (or similar organizational documents) of IONCM, (ii) conflict with or violate any Law law or Governmental Order applicable to ION CM or (iii) conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, acceleration or cancellation of, any note, bond, mortgage or indenture, contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which ION CM or any of its subsidiaries Affiliates is a party, except, in the case of clauses (ii) and (iii), as would not materially and adversely affect the ability of ION CM to carry out its obligations under, hereunder and to consummate the transactions contemplated by, this Agreementhereby.
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