Common use of Consents and Approvals; Absence of Violation or Conflicts Clause in Contracts

Consents and Approvals; Absence of Violation or Conflicts. Neither the execution and delivery of this Agreement or any of the other Transaction Documents by Buyer, nor the consummation by Buyer of the Transactions nor compliance by Buyer with any of the provisions hereof or thereof, including the Financing shall: (i) conflict with or result in any breach of any provisions of the certificate of incorporation, by-laws or similar organizational documents of Buyer or any of its Affiliates; (ii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (a) those required to be obtained under the DOJ Action, (b) as may be required with or to the FCC under the Communications Laws, (c) any consent, approval, authorization or permit required to be obtained by Seller or filing or notification required to be made by Seller in order to transfer title to the Transferred Equity Interests or otherwise operate the Business, which consent, approval, authorization or permit is customary in transactions of the type contemplated hereby, and (d) where the failure to obtain any such consent, approval, authorization or permit, or to make such filing or notification, would not adversely affect, in any material respect, the ability of Buyer to consummate the Transactions; (iii) assuming compliance with the matters referred to in clause (ii) of this Section 4.02, violate any Law or Judgment applicable to Buyer; or (iv) result in a violation of or default (or an event that, with or without notice or lapse of time or both, would become a default) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a benefit under, any material Contract to which Buyer is a party or by which any of its properties is bound, except, in the case of clauses (iii) and (iv), for any such matter that would not, and would not reasonably be expected to, prohibit or materially delay the consummation by Buyer of the Transactions.

Consents and Approvals; Absence of Violation or Conflicts. Neither the execution and delivery of this Agreement or any of the other Transaction Documents by BuyerSeller, nor the consummation by Buyer Seller of the Transactions nor compliance by Buyer Seller with any of the provisions hereof or thereof, including the Financing thereof shall: (i) conflict with or result in any breach of any provisions of the respective certificate of incorporation, by-laws or similar organizational documents of Buyer Seller or any of its Affiliatesthe Transferred Companies; (ii) require any material consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (a) those required to be obtained under in connection with the DOJ ActionAnti-Trust Filings, (b) as may be required with or to the FCC under the Communications Laws, (c) any consent, approval, authorization or permit required to be obtained by Seller Buyer or filing or notification required to be made by Seller Buyer in order to transfer take title to the Transferred Equity Interests or otherwise operate the Business, which consent, approval, authorization or permit is customary in transactions of the type contemplated hereby, hereby and (dc) where the failure to obtain any such consent, approval, authorization or permit, or permit required to make such filing or notification, would not adversely affect, be obtained solely by reason of Buyer’s (as opposed to any third party’s) participation in any material respect, the ability of Buyer to consummate the Transactions; (iii) assuming compliance with the matters referred to in clause (ii) of this Section 4.023.07, violate any Law or Judgment applicable to BuyerSeller or any of the Transferred Companies or their Subsidiaries, except such violations that would not have a Material Adverse Effect or would not adversely affect, in any material respect, the ability of Seller to consummate the Transactions; or (iv) result in a material violation of or material default (or an event that, with or without notice or lapse of time or both, would become a material default) under, or give rise to a right of termination, cancelation or acceleration of any material obligation or to loss of a material benefit under, any material Contract to which Buyer a Transferred Company or its Subsidiary is a party or by which any of its their respective properties is bound, except, in the case of clauses (iii) and (iv), for any such matter that would not, and would not reasonably be expected to, prohibit or materially delay the consummation by Buyer of the Transactions.

Consents and Approvals; Absence of Violation or Conflicts. Neither the execution and delivery of this Agreement or any of the other Transaction Documents by BuyerSeller and the Selling Affiliates, nor the consummation by Buyer Seller and the Selling Affiliates of the Transactions nor compliance by Buyer Seller and the Selling Affiliates with any of the provisions hereof or thereof, including the Financing thereof shall: (i) conflict with or result in any breach of any provisions of the respective certificate of incorporation, by-laws or similar organizational documents of Buyer Seller, the Transferred Companies or any of its the Selling Affiliates; (ii) require any material consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (a) those required to be obtained under in connection with the DOJ Action, Anti-Trust Filings and (b) as may be required with or to the FCC under the Communications Laws, (c) any consent, approval, authorization or permit required to be obtained by Seller Buyer or filing or notification required to be made by Seller Buyer in order to transfer take title to the Transferred Equity Interests Assets or otherwise operate the Business, which consent, approval, authorization or permit is customary standard in transactions of the type contemplated hereby; (iii) violate in any material respect any Law applicable to Seller or the Transferred Assets; (iv) result in any material violation or default (with or without notice or lapse of time, and or both) under, or give rise to a right of termination, cancellation, material modification or acceleration of any material obligation under any of the terms, conditions or provisions of any Material Transferred Contract or Material Distribution Contract or (dv) result in the creation of any material Lien (other than Permitted Liens) upon any of the Transferred Assets, except, in the case of the foregoing clause (ii), where the failure to obtain any such consent, approval, authorization or permit, or to make such filing or notification, would not reasonably be expected, individually or in the aggregate, to adversely affect, in any material respect, the ability of Buyer Seller or any of the Selling Affiliates to perform their obligations under this Agreement or consummate the Transactions; (iii) assuming compliance with the matters referred to in clause (ii) of this Section 4.02, violate any Law or Judgment applicable to Buyer; or (iv) result in a violation of or default (or an event that, with or without notice or lapse of time or both, would become a default) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a benefit under, any material Contract to which Buyer is a party or by which any of its properties is bound, except, in the case of clauses (iii) and (iv), for any such matter that would not, and would not reasonably be expected to, prohibit or materially delay the consummation by Buyer of the Transactions.