Compliance with Other Instruments, etc. As of the date hereof, FKW Sub is not in violation of any term of (a) its charter, by-laws or other organizational documents, (b) any material agreement or instrument including any such related to Indebtedness, (c) any applicable law, ordinance, rule or regulation of any Governmental Entity, or (d) any applicable order, judgement or decree of any court, arbitrator or Governmental Entity, the consequences of which violation, whether individually or in the aggregate, would be reasonably expected to have a material adverse effect on (i) the business, results of operations or financial condition of FKWW and its Subsidiaries taken as a whole, or (ii) the ability of FKW Sub to perform its obligations under this Agreement. The execution, delivery and performance of this Agreement by FKW Sub will not result in any violation of or conflict with, constitute a default under, or require any consent under any term of the charter, bylaws or other organizational document of FKW Sub or any such agreement, instrument, law, ordinance, rule, regulation, order, judgement or decree or result in the creation of (or impose any obligation on FKW Sub to create) any Lien upon any of the properties or assets of FKW Sub pursuant to any such term, except where such violation, conflict or default, or the failure to obtain such consent, individually or in the aggregate, would not be reasonably expected to have a material adverse effect on (i) the business, results of operations or financial condition of FKWW and its Subsidiaries taken as a whole, or (ii) the ability of FKW Sub to perform its obligations under this Agreement.
Appears in 3 contracts
Samples: Merger Agreement (Christian Broadcasting Network Inc), Merger Agreement (Robertson M G), Merger Agreement (Regent University)
Compliance with Other Instruments, etc. As of the date hereof, --------------------------------------- FKW Sub is not in violation of any term of (a) its charter, by-laws or other organizational documents, (b) any material agreement or instrument including any such related to Indebtedness, (c) any applicable law, ordinance, rule or regulation of any Governmental Entity, or (d) any applicable order, judgement or decree of any court, arbitrator or Governmental Entity, the consequences of which violation, whether individually or in the aggregate, would be reasonably expected to have a material adverse effect on (i) the business, results of operations or financial condition of FKWW and its Subsidiaries taken as a whole, or (ii) the ability of FKW Sub to perform its obligations under this Agreement. The execution, delivery and performance of this Agreement by FKW Sub will not result in any violation of or conflict with, constitute a default under, or require any consent under any term of the charter, bylaws or other organizational document of FKW Sub or any such agreement, instrument, law, ordinance, rule, regulation, order, judgement or decree or result in the creation of (or impose any obligation on FKW Sub to create) any Lien upon any of the properties or assets of FKW Sub pursuant to any such term, except where such violation, conflict or default, or the failure to obtain such consent, individually or in the aggregate, would not be reasonably expected to have a material adverse effect on (i) the business, results of operations or financial condition of FKWW and its Subsidiaries taken as a whole, or (ii) the ability of FKW Sub to perform its obligations under this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Fox Television Stations Inc /De/), Merger Agreement (Fox Kids Worldwide Inc)
Compliance with Other Instruments, etc. As of the date hereof, FKW Sub --------------------------------------- FKWW is not in violation of any term of (a) its charter, by-laws or other organizational documents, (b) any material agreement or instrument including any such related to Indebtedness, (c) any applicable law, ordinance, rule or regulation of any Governmental Entity, or (d) any applicable order, judgement or decree of any court, arbitrator or Governmental Entity, the consequences of which violation, whether individually or in the aggregate, would be reasonably expected to have a material adverse effect on (i) the business, results of operations or financial condition of FKWW and its Subsidiaries taken as a whole, or (ii) the ability of FKW Sub FKWW to perform its obligations under this Agreement. The execution, delivery and performance of this Agreement by FKW Sub FKWW will not result in any violation of or conflict with, constitute a default under, or require any consent under any term of the charter, bylaws or other organizational document of FKW Sub FKWW or any such agreement, instrument, law, ordinance, rule, regulation, order, judgement or decree or result in the creation of (or impose any obligation on FKW Sub FKWW to create) any Lien upon any of the properties or assets of FKW Sub FKWW pursuant to any such term, except where such violation, conflict or default, or the failure to obtain such consent, individually or in the aggregate, would not be reasonably expected to have a material adverse effect on (i) the business, results of operations or financial condition of FKWW and its Subsidiaries taken as a whole, whole or (ii) the ability of FKW Sub FKWW to perform its obligations under this Agreement. For purposes of this Agreement, "Lien" means any mortgage. pledge, lien, security interest or ---- other encumbrance of any kind or nature.
Appears in 2 contracts
Samples: Merger Agreement (Fox Television Stations Inc /De/), Merger Agreement (Fox Kids Worldwide Inc)
Compliance with Other Instruments, etc. As of the date hereof, FKW Sub is not in violation of any term of (a) its charter, by-laws or other organizational documents, (b) any material agreement or instrument including any such related to Indebtedness, (c) any applicable law, ordinance, rule or regulation of any Governmental Entity, or (d) any applicable order, ,judgement or decree of any court, arbitrator or Governmental Entity, the consequences of which violation, whether individually or in the aggregate, would be reasonably expected to have a material adverse effect on (i) the business, results of operations or financial condition of FKWW and its Subsidiaries taken as a whole, or (ii) the ability of FKW Sub to perform its obligations under this Agreement. The execution, delivery and performance of this Agreement by FKW Sub will not result in any violation of or conflict with, constitute a default under, or require any consent under any term of the charter, bylaws or other organizational document of FKW Sub or any such agreement, instrument, law, ordinance, rule, regulation, order, judgement or decree or result in the creation of (or impose any obligation on FKW Sub to create) any Lien upon any of the properties or assets of FKW Sub pursuant to any such term, except where such violation, conflict or default, or the failure to obtain such consent, individually or in the aggregate, would not be reasonably expected to have a material adverse effect on (i) the business, results of operations or financial condition of FKWW and its Subsidiaries taken as a whole, or (ii) the ability of FKW Sub to perform its obligations under this Agreement.
Appears in 1 contract
Samples: Merger Agreement (International Family Entertainment Inc)