Common use of No Approvals or Notices Required Clause in Contracts

No Approvals or Notices Required. The execution and delivery by Liberty of this Agreement do not and the performance by Liberty of its obligations hereunder and the consummation of the transactions contemplated hereby will not: (i) conflict with or violate the certificate of incorporation or bylaws of Parent or Liberty as in effect on the date hereof; (ii) require any consent, approval, order or authorization of or other action by, or any registration, qualification, declaration or filing with or notice to, any Governmental Entity, with respect to Liberty, except (A) the filing by Parent of the S-4 Registration Statement, (B) the filing with the Commission of such reports under Sections 13(a) and 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, (C) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (D) such consents and filings as may be required in connection with the issuance of Class A Liberty Group Stock as contemplated hereby pursuant to state securities and blue sky laws, and any other Governmental Consents and Filings required with foreign, state and local Governmental Entities with respect to any Licenses of Parent or any of its Affiliates or as may otherwise be required under any laws applicable to the conduct of the business of Parent and its Affiliates; (E) all filings required to be made pursuant to the pre-merger notification requirements of the Xxxx-Xxxxx Act; (F) the filing by the Company of the Proxy Statement and all other Government Consents and Filings required to be filed by or on behalf of the Company or any of its Affiliates; and (G) any other filings the absence of which would not, individually or in the aggregate, result in a Parent Material Adverse Effect; (iii) conflict with or result in any Violation of, any Contract to which Liberty or any Liberty Affiliate is a party, other than any Violations that would not, individually or in the aggregate, result in a Liberty Material Adverse Effect; or (iv) assuming approval and adoption of the Merger and this Agreement by Parent as sole stockholder of Merger Sub and assuming that the Governmental Consents and Filings specified in clauses (A) through (F) of Section 6.6(ii) are obtained, made and given, result in a Violation of any law, rule, regulation, order, judgment or decree applicable to Liberty, other than any such Violations that would not, individually or in the aggregate, result in a Liberty Material Adverse Effect.

No Approvals or Notices Required. No Conflict with Instruments. The execution and delivery by Liberty of this Agreement do not and the performance by Liberty of its obligations hereunder and the consummation of the transactions contemplated hereby such Exchange will not: (ia) if applicable, conflict with or violate the certificate of incorporation such holder's (or bylaws of Parent or Liberty as in effect on the date hereofits Group members') organizational documents; (iib) require any consentGovernmental Consent or Governmental Filing, approval, order or authorization in each case on the part of or other action by, or any registration, qualification, declaration or filing with or notice to, any Governmental Entity, with respect to Libertyeach of such holder or any member of its Group, except other than (Ai) such as have been obtained or made or (ii) the filing by Parent of the S-4 Registration Statement, (B) the filing with the Commission of such reports under Sections 13(a) and 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, (C) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (D) such consents and filings as may be required in connection with the issuance of Class A Liberty Group Stock as contemplated hereby pursuant to state securities and blue sky laws, and any other Governmental Consents and Filings required with foreign, state and local Governmental Entities with respect to any Licenses of Parent absence or any of its Affiliates or as may otherwise be required under any laws applicable to the conduct of the business of Parent and its Affiliates; (E) all filings required to be made pursuant to the pre-merger notification requirements of the Xxxx-Xxxxx Act; (F) the filing by the Company of the Proxy Statement and all other Government Consents and Filings required to be filed by or on behalf of the Company or any of its Affiliates; and (G) any other filings the absence omission of which would notwould, either individually or in the aggregate, result in have a Parent Material Adverse Effectmaterial adverse effect on such Exchange or otherwise with respect to the transactions contemplated hereby; (iiic) require, on the part of such holder or any member of its Group any Contract Consent or Contract Notice (in each case, applying such terms to such Group), other than (i) such as have been obtained or made or (ii) the absence or omission of which would, either individually or in the aggregate, have a material adverse effect on such Exchange or otherwise with respect to the transactions contemplated hereby; (d) conflict with or result in any Violation of, of any Contract to which Liberty such holder or any Liberty Affiliate member of its Group is a party, other than or by which such holder or any of its Group, or any of its respective assets or properties are bound, except for such Violations that which would not, either individually or in the aggregate, result in have a Liberty Material Adverse Effectmaterial adverse effect on such Exchange or otherwise with respect to the transactions contemplated hereby; or (ive) assuming approval and adoption of the Merger and this Agreement by Parent as sole stockholder of Merger Sub and assuming that the Governmental Consents and Filings specified in clauses (A) through (F) of Section 6.6(ii) are obtained, made and given, result in a Violation of of, under or pursuant to any law, rule, regulation, order, judgment or decree applicable to Libertysuch holder or any member of its Group or by which any of its respective properties or assets are bound, other than any except for such Violations that which would not, either individually or in the aggregate, result have a material adverse effect on such Exchange or otherwise with respect to the transactions contemplated hereby; provided that any such representation pursuant to this Section 6.2 by a holder in a Liberty Material Adverse Effectconnection with an Agreement to Transfer shall take into account the transactions contemplated to occur with such Transferee.

No Approvals or Notices Required. No Conflict with Instruments. The execution and delivery by Liberty of this Agreement do not and the performance by Liberty HSN of its obligations hereunder under this Agreement in connection with such Exchange and the consummation of the transactions contemplated hereby by such Exchange, including the issuance of HSN Stock in such Exchange, will not: (ia) conflict with or violate the certificate HSN Charter or the HSN Bylaws or the organizational documents of incorporation the LLC or bylaws any other subsidiary of Parent or Liberty HSN, in each case as in effect on the date hereofamended to date; (iib) require any consent, approval, order or authorization of or other action byby any court, administrative agency or commission or other governmental authority or instrumentality, foreign, United States federal, state or local (each such entity a "Governmental Entity" and each such action a "Governmental Consent") or any registration, qualification, declaration or filing with or notice to, to any Governmental EntityEntity (a "Governmental Filing"), in each case on the part of or with respect to LibertyHSN or the LLC or any other subsidiary of HSN, except other than (Ai) such as have been obtained or made or (ii) the filing by Parent of the S-4 Registration Statement, (B) the filing with the Commission of such reports under Sections 13(a) and 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, (C) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (D) such consents and filings as may be required in connection with the issuance of Class A Liberty Group Stock as contemplated hereby pursuant to state securities and blue sky laws, and any other Governmental Consents and Filings required with foreign, state and local Governmental Entities with respect to any Licenses of Parent absence or any of its Affiliates or as may otherwise be required under any laws applicable to the conduct of the business of Parent and its Affiliates; (E) all filings required to be made pursuant to the pre-merger notification requirements of the Xxxx-Xxxxx Act; (F) the filing by the Company of the Proxy Statement and all other Government Consents and Filings required to be filed by or on behalf of the Company or any of its Affiliates; and (G) any other filings the absence omission of which would notwould, either individually or in the aggregate, result in have a Parent Material Adverse Effectmaterial adverse effect on the applicable Exchange or otherwise with respect to the transactions contemplated hereby or on the business, assets, results of operations or financial condition of HSN and its subsidiaries, taken as a whole; (iiic) conflict with require, on the part of HSN or result in the LLC or any Violation ofother subsidiary of HSN, any consent by or approval of (a "Contract Consent") or notice to which Liberty (a "Contract Notice") any other person or any Liberty Affiliate is entity (other than a partyGovernmental Entity), other than any Violations that would not(i) such as have been obtained or made or (ii) the absence or omission of which would, either individually or in the aggregate, have a material adverse effect on the transactions contemplated hereby or on the business, assets, results of operations or financial condition of HSN and its subsidiaries, taken as a whole; (d) conflict with, result in any violation or breach of or default (with or without notice or lapse of time, or both) under, or give rise to a Liberty Material Adverse Effectright of termination, cancellation or acceleration of any obligation or the loss of any material benefit under or the creation of any lien, security interest, pledge, charge, claim, option, right to acquire, restriction on transfer, voting restriction or agreement, or any other restriction or encumbrance of any nature whatsoever on any assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or creation, a "Violation") any "Contract" (which term shall mean and include any note, bond, indenture, mortgage, deed of trust, lease, franchise, permit, authorization, license, contract, instrument, employee benefit plan or practice, or other agreement, obligation, commitment or concession of any nature) to which HSN or the LLC or any other subsidiary of HSN is a party, by which HSN, the LLC or any other subsidiary of HSN or any of their respective assets or properties is bound or pursuant to which HSN or the LLC or any other subsidiary of HSN is entitled to any rights or benefits, except for such Violations which would not, either individually or in the aggregate, have a material adverse effect on the applicable Exchange or otherwise with respect to transactions contemplated hereby or on the business, assets, results of operations or financial condition of HSN and its subsidiaries, taken as a whole; or (ive) assuming approval and adoption of the Merger and this Agreement by Parent as sole stockholder of Merger Sub and assuming that the Governmental Consents and Filings specified in clauses (A) through (F) of Section 6.6(ii) are obtained, made and given, result in a Violation of of, under or pursuant to any law, rule, regulation, order, judgment or decree applicable to LibertyHSN or the LLC or any other subsidiary of HSN or by which any of their respective properties or assets are bound, other than any except for such Violations that which would not, either individually or in the aggregate, result in have a Liberty Material Adverse Effectmaterial adverse effect on the applicable Exchange or otherwise with respect to the transactions contemplated hereby.

No Approvals or Notices Required. No Conflict with Instruments. The execution and delivery by Liberty of this Agreement do not and the performance by Liberty of its obligations hereunder and the consummation of the transactions contemplated hereby Exchange will not: (i) conflict with or violate the certificate of incorporation or bylaws the by-laws, as amended to date, of Parent Liberty, Liberty HSN or Liberty as in effect on the date hereofHSN II; (ii) require any consentGovernment Consent or Government Filing, approval, order or authorization in each case on the part of or other action by, or any registration, qualification, declaration or filing with or notice to, any Governmental Entity, with respect to Liberty, except Liberty HSN or Liberty HSN II, other than (A) the filing by Parent of the S-4 Registration Statement, such as have been obtained or made or (B) the filing with the Commission of such reports under Sections 13(a) and 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, (C) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (D) such consents and filings as may be required in connection with the issuance of Class A Liberty Group Stock as contemplated hereby pursuant to state securities and blue sky laws, and any other Governmental Consents and Filings required with foreign, state and local Governmental Entities with respect to any Licenses of Parent absence or any of its Affiliates or as may otherwise be required under any laws applicable to the conduct of the business of Parent and its Affiliates; (E) all filings required to be made pursuant to the pre-merger notification requirements of the Xxxx-Xxxxx Act; (F) the filing by the Company of the Proxy Statement and all other Government Consents and Filings required to be filed by or on behalf of the Company or any of its Affiliates; and (G) any other filings the absence omission of which would not, either individually or in the aggregate, result in have a Parent Material Adverse Effectmaterial adverse effect on the Exchange; (iii) require, on the part of any of Liberty, Liberty HSN or Liberty HSN II any Contract Consent or Contract Notice, other than (A) such as have been obtained or made or (B) the absence or omission of which would not, either individually or in the aggregate, have a material adverse effect on the Exchange; (iv) conflict with or result in any Violation of, of any Contract to which Liberty, Liberty HSN or any Liberty Affiliate HSN II is a party, other than or by which any of Liberty, Liberty HSN or Liberty HSN II or any of their respective assets or properties are bound, except for such Violations that which would not, either individually or in the aggregate, result in have a Liberty Material Adverse Effectmaterial adverse effect on the Exchange; or (ivv) assuming approval and adoption of the Merger and this Agreement by Parent as sole stockholder of Merger Sub and assuming that the Governmental Consents and Filings specified in clauses (A) through (F) of Section 6.6(ii) are obtained, made and given, result in a Violation of of, under or pursuant to any law, rule, regulation, order, judgment or decree applicable to any of Liberty, other than Liberty HSN or Liberty HSN II or by which any of their respective properties or assets are bound, except for such Violations that which would not, either individually or in the aggregate, result have a material adverse effect on the Exchange; provided, that with respect to the matters referred to in a Liberty Material Adverse Effectclauses (ii) and (v) of this paragraph 4c, no representation or warranty is made with respect to any Governmental Consent or Governmental Filing or any Violation, in any case, under the Communications Act or the FCC Regulations to the extent arising out of or to the extent relating to the Exchange or Liberty's beneficial ownership of the Exchange Shares.

No Approvals or Notices Required. The No Conflict with Instruments to which Target or any of the Target Subsidiaries is a Party. Neither the execution and delivery by Liberty of this Agreement do not and nor the performance by Liberty Target of its obligations hereunder and hereunder, nor the consummation of the transactions contemplated hereby by Target, will not: (i) conflict with or violate the certificate articles of incorporation or bylaws of Parent Target or Liberty as in effect on the date hereof; charter or bylaws of any of the Target Subsidiaries; (ii) assuming satisfaction of the requirements set forth in clause (iii) below, violate any provision of law applicable to Target or any of the Target Subsidiaries; (iii) except for (A) requirements of Federal and state securities law, (B) requirements arising out of the HSR Act, (C) requirements of notice filings in such foreign jurisdictions as may be applicable, and (D) the filing of articles of merger in accordance with the TBCA, require any consentconsent or approval of, approval, order or authorization of or other action by, or any registration, qualification, declaration or filing with or notice to, any Governmental Entitypublic body or authority, with respect to Liberty, except (A) the filing by Parent of the S-4 Registration Statement, (B) the filing with the Commission of such reports under Sections 13(a) and 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, (C) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (D) such consents and filings as may be required in connection with the issuance of Class A Liberty Group Stock as contemplated hereby pursuant to state securities and blue sky laws, and any other Governmental Consents and Filings required with domestic or foreign, state and local Governmental Entities with respect under any provision of law applicable to any Licenses of Parent Target or any of its Affiliates the Target Subsidiaries; or (iv) except as may otherwise set forth in the Target Disclosure Letter, require any consent, approval or notice under, or violate, breach, be required under in conflict with or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or permit the termination of any laws applicable to provision of, or result in the conduct creation or imposition of the any lien upon any properties, assets or business of Parent and its Affiliates; (E) all filings required to be made pursuant to the pre-merger notification requirements of the Xxxx-Xxxxx Act; (F) the filing by the Company of the Proxy Statement and all other Government Consents and Filings required to be filed by or on behalf of the Company Target or any of its Affiliates; and (G) any other filings the absence of which would not, individually or in the aggregate, result in a Parent Material Adverse Effect; (iii) conflict with or result in any Violation ofTarget Subsidiaries under, any Contract to which Liberty note, bond, indenture, mortgage, deed of trust, lease, franchise, permit, authorization, license, contract, instrument or other agreement or commitment or any Liberty Affiliate is a party, other than any Violations that would not, individually or in the aggregate, result in a Liberty Material Adverse Effect; or (iv) assuming approval and adoption of the Merger and this Agreement by Parent as sole stockholder of Merger Sub and assuming that the Governmental Consents and Filings specified in clauses (A) through (F) of Section 6.6(ii) are obtained, made and given, result in a Violation of any law, rule, regulation, order, judgment or decree applicable to Libertywhich Target or any of the Target Subsidiaries is a party or by which Target or any of the Target Subsidiaries or any of its or their assets or properties is bound or encumbered, other than except those that have already been given, obtained or filed, and except in any such Violations that would notof the cases enumerated in clauses (i) through (iv) those that, individually or in the aggregate, would not result in a Liberty Target Material Adverse Effect. Except as set forth in the Target Disclosure Letter, Target and the Target Subsidiaries possess all Permits necessary to conduct their business as such business is currently conducted, except for such Permits, the lack of possession of which has not, and is not reasonably expected to have, a Target Material Adverse Effect.

No Approvals or Notices Required. The No Conflict with Instruments to ----------------------------------------------------------------- which the Company, the Seller or any of the Subsidiaries is a Party. Neither the ------------------------------------------------------------------- execution and delivery by Liberty of this Agreement do not and by the Seller nor the performance by Liberty the Seller of its obligations hereunder and nor the consummation of the transactions contemplated hereby hereunder will not: (i) conflict with or violate the certificate respective certificates of incorporation incorporation, other charter documents or bylaws by-laws of Parent the Seller, the Company or Liberty as in effect on the date hereof; Subsidiaries; (ii) assuming satisfaction of the requirements set forth in clause (iii) below, conflict with or violate any provision of law applicable to the Seller, the Company or any of the Subsidiaries or by which any property or asset of the Company or any of the Subsidiaries is bound; (iii) except for (A) requirements, if any, arising out of the HSR Act, and (B) applicable requirements, if any, of the Foreign Antitrust Laws, require any order, consent, approval, order material authorization or authorization of or other action bypermit, or any registrationapproval of, qualification, declaration or filing with or notice to, any Governmental EntityEntity under any provision of law applicable to the Seller, with respect to Liberty, except (A) the filing by Parent of the S-4 Registration Statement, (B) the filing with the Commission of such reports under Sections 13(a) and 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, (C) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (D) such consents and filings as may be required in connection with the issuance of Class A Liberty Group Stock as contemplated hereby pursuant to state securities and blue sky laws, and any other Governmental Consents and Filings required with foreign, state and local Governmental Entities with respect to any Licenses of Parent Company or any of its Affiliates the Subsidiaries; or (iv) except as may otherwise disclosed on Schedule 2.02(f), require any consent, approval or notice under, or violate, ---------------- be required under in conflict with or result in any laws applicable to breach of or constitute a default under, or permit or cause the conduct termination of any provision of or loss of any benefit under, or result in the acceleration of the business maturity or performance of Parent and its Affiliates; (E) all filings required to be made pursuant to any obligation of or result in the pre-merger notification requirements creation or imposition of the Xxxx-Xxxxx Act; (F) the filing by the Company of the Proxy Statement and all other Government Consents and Filings required to be filed by any Lien upon any properties, assets or on behalf businesses of the Company or any of its Affiliates; and the Subsidiaries under any note, bond, indenture, mortgage, deed of trust, lease, franchise, permit, authorization, license, contract (Gincluding any Material Contract), instrument or other agreement or commitment, or any Order to which the Seller, the Company or any of the Subsidiaries is a party or by which the Seller, the Company or any of the Subsidiaries or any of their respective assets (including, with respect to the Seller, the Shares) or properties is bound or encumbered, which in any other filings of the absence of which foregoing cases in this clause (iv) would notconstitute, individually or in the aggregate, result in a Parent Material Adverse Effect; (iii) conflict with or result in any Violation of, any Contract to which Liberty or any Liberty Affiliate is a party, other than any Violations that would not, individually or in the aggregate, result in a Liberty Material Adverse Effect; or (iv) assuming approval and adoption of the Merger and this Agreement by Parent as sole stockholder of Merger Sub and assuming that the Governmental Consents and Filings specified in clauses (A) through (F) of Section 6.6(ii) are obtained, made and given, result in a Violation of any law, rule, regulation, order, judgment or decree applicable to Liberty, other than any such Violations that would not, individually or in the aggregate, result in a Liberty Company Material Adverse Effect.

No Approvals or Notices Required. The No Conflict with -------------------------------------------------- Instruments. Except as set forth on Schedule 2.05, the execution and delivery by Liberty ----------- Alloy of this Agreement do not not, and the performance by Liberty Alloy of its obligations hereunder and the consummation of the transactions contemplated hereby will not: (i) conflict with or violate the certificate Certificate of incorporation Incorporation, as amended, or By-laws, as amended, of Alloy or the charter or bylaws of Parent any corporate Subsidiary of Alloy or Liberty as in effect on the date hereofpartnership agreement of any partnership Subsidiary of Alloy; (ii) require any consent, approval, order or authorization of or other action by, by any Governmental Entity (as defined in clause (v) of this Section 2.05) (a "Government Consent") or any registration, qualification, declaration or filing with or notice to, to any Governmental EntityEntity (a "Governmental Filing"), in each case on the part of or with respect to LibertyAlloy or any Subsidiary of Alloy, except (A) the filing by Parent absence or omission of which would, either individually or in the S-4 Registration Statementaggregate, (B) the filing with the Commission of such reports under Sections 13(a) and 16(a) of the Exchange Act as may be required in connection with this Agreement and have a material adverse effect on the transactions contemplated herebyhereby or on the business, (C) assets, results of operations or financial condition of Alloy and its Subsidiaries, taken as a whole, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (D) such consents and filings as may be required in connection with the issuance of Class A Liberty Group Stock as contemplated hereby pursuant to state securities and blue sky laws, and any other Governmental Consents and Filings required with foreign, state and local Governmental Entities with respect to any Licenses of Parent or any of its Affiliates or as may otherwise be required under any laws applicable to the conduct of the business of Parent and its Affiliates; (E) all filings required to be made pursuant to the pre-merger notification requirements of the Xxxx-Xxxxx Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act; "), and the rules and regulations thereunder; (Fiii) require, on the filing by the Company part of the Proxy Statement and all other Government Consents and Filings required to be filed Alloy or any Subsidiary of Alloy, any consent by or on behalf approval of the Company (a "Contract Consent") or any of its Affiliates; and notice to (Ga "Contract Notice") any other filings person or entity (other than a Governmental Entity), the absence or omission of which would notwould, either individually or in the aggregate, result in have a Parent Material Adverse Effectmaterial adverse effect on the transactions contemplated hereby or on the business, assets, results of operations or financial condition of Alloy and its Subsidiaries, taken as a whole; (iiiiv) assuming that the Contract Consents and Contract Notices described on Schedule 2.05 are obtained and given, conflict with or with, result in any Violation ofviolation or breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or the loss of any material benefit under or the creation of any lien, security interest, pledge, charge, claim, option, right to acquire, restriction on transfer, voting restriction or agreement, or any other restriction or encumbrance of any nature whatsoever on any assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or creation, a "Violation") any Contract (which term shall mean and include any note, bond, indenture, mortgage, deed of trust, lease, franchise, permit, authorization, license, contract, instrument, employee benefit plan or practice, or other agreement, obligation, commitment or concession of any nature) to which Liberty Alloy or any Liberty Affiliate Subsidiary of Alloy is a party, other than by which Alloy, any Subsidiary of Alloy or any of their respective assets or properties is bound or affected or pursuant to which Alloy or any Subsidiary of Alloy is entitled to any rights or benefits, except for such Violations that which would not, either individually or in the aggregate, result in have a Liberty Material Adverse Effectmaterial adverse effect on the transactions contemplated hereby or on the business, assets, results of operations or financial condition of Alloy and its Subsidiaries, taken as a whole; or (ivv) assuming approval and adoption of the Merger and this Agreement by Parent as sole stockholder of Merger Sub and assuming that the Governmental Government Consents and Governmental Filings specified in clauses clause (A) through (Fii) of this Section 6.6(ii) 2.05 are obtained, made and given, result in a Violation of of, under or pursuant to, any law, rule, regulation, order, judgment or decree applicable to LibertyAlloy or any Subsidiary of Alloy or by which any of their respective properties or assets are bound or affected, other than any except for such Violations that which would not, either individually or in the aggregate, result in have a Liberty Material Adverse Effectmaterial adverse effect on the transactions contemplated hereby or on the business, assets, results of operations or financial condition of Alloy and its Subsidiaries, taken as a whole. As used herein, the term "Governmental Entity" means and includes any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign.

No Approvals or Notices Required. The execution and delivery by Liberty each of Parent and Merger Sub of this Agreement do not and the performance by Liberty each of Parent and Merger Sub of its obligations hereunder and the consummation of the transactions contemplated hereby will not: (ia) conflict with or violate the certificate Certificate of incorporation Incorporation or bylaws Bylaws of Parent or Liberty Merger Sub as in effect on the date hereof; (iib) require any consent, approval, order or authorization of or other action by, or any registration, qualification, declaration or filing with or notice to, any Governmental Entity, with respect to LibertyParent or Merger Sub, except (A) the filing by Parent of the S-4 Registration Statement, (B) the filing with the Commission of such reports under Sections 13(a) and 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, (Ci) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (Dii) such consents and filings as may be required in connection with the issuance of Class A Liberty Group Parent Common Stock as contemplated hereby pursuant to state securities and blue sky laws, and any other Governmental Consents and Filings required with foreign, state and local Governmental Entities with respect to any Licenses of Parent or any of its Affiliates or as may otherwise be required under any laws applicable to the conduct of the business of Parent and its Affiliates; (E) all filings required to be made pursuant to the pre-merger notification requirements of the Xxxx-Xxxxx Act; (F) the filing by the Company of the Proxy Statement and all other Government Consents and Filings required to be filed by or on behalf of the Company or any of its Affiliates; and (Giii) any other filings the absence of which would not, individually or in the aggregate, result in a Parent Material Adverse Effect; (iiic) require, on the part of Parent, any consent by or approval or authorization of or notice to any Person (other than a Governmental Entity), whether under any contract or otherwise, except as set forth in Schedule 4.7(c) and except for any other consents, approvals, authorizations and notices the absence of which would not, individually or in the aggregate, result in a Material Adverse Effect; (d) conflict with or result in any Violation of, of any Contract contract to which Liberty Parent or any Liberty Affiliate of its subsidiaries, including Merger Sub, is a party, other than any Violations that would not, individually or in the aggregate, result in a Liberty Material Adverse Effect; or (ive) assuming approval and adoption of the Merger and this Agreement by Parent as sole stockholder of Merger Sub and assuming that the Governmental Consents and Filings specified in clauses (A) through (F) of Section 6.6(ii4.7(c) are obtained, made and given, result in a Violation of any law, rule, regulation, order, judgment or decree applicable to LibertyParent or Merger Sub, other than any such Violations that would not, individually or in the aggregate, result in a Liberty Material Adverse Effect.

No Approvals or Notices Required. No Conflict with Instruments. The execution and delivery by Liberty of this Agreement do not and the performance by Liberty Silver King of its obligations hereunder under this Agreement in connection with such Exchange and the consummation of the transactions contemplated hereby by such Exchange, including the issuance of the Silver King Exchange Shares in such Exchange, will not: (ia) conflict with or violate the certificate of incorporation Silver King Charter or the Silver King Bylaws or the charter or bylaws of Parent the Surviving Corporation or Liberty any other subsidiary of Silver King, in each case as in effect on the date hereofamended to date; (iib) require any consent, approval, order or authorization of or other action byby any court, administrative agency or commission or other governmental authority or instrumentality, foreign, United States federal, state or local (each such entity a "Governmental Entity" and each such action a "Governmental Consent") or any registration, qualification, declaration or filing with or notice to, to any Governmental EntityEntity (a "Governmental Filing"), in each case on the part of or with respect to Liberty, except (A) Silver King or the filing by Parent of the S-4 Registration Statement, (B) the filing with the Commission of such reports under Sections 13(a) and 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, (C) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (D) such consents and filings as may be required in connection with the issuance of Class A Liberty Group Stock as contemplated hereby pursuant to state securities and blue sky laws, and Surviving Corporation or any other Governmental Consents and Filings required with foreignsubsidiary of Silver King, state and local Governmental Entities with respect to any Licenses of Parent or any of its Affiliates or as may otherwise be required under any laws applicable to the conduct of the business of Parent and its Affiliates; (E) all filings required to be made pursuant to the pre-merger notification requirements of the Xxxx-Xxxxx Act; (F) the filing by the Company of the Proxy Statement and all other Government Consents and Filings required to be filed by or on behalf of the Company or any of its Affiliates; and (G) any other filings the absence or omission of which would notwould, either individually or in the aggregate, result in have a Parent Material Adverse Effectmaterial adverse effect on the transactions contemplated hereby or on the business, assets, results of operations or financial condition of Silver King and its subsidiaries, taken as a whole; (iiic) conflict with require, on the part of Silver King or result in the Surviving Corporation or any Violation ofother subsidiary of Silver King, any consent by or approval of (a "Contract Consent") or notice to which Liberty (a "Contract Notice") any other person or any Liberty Affiliate is a party, entity (other than any Violations that would nota Governmental Entity), the absence or omission of which would, either individually or in the aggregate, have a material adverse effect on the transactions contemplated hereby or on the business, assets, results of operations or financial condition of Silver King and its subsidiaries, taken as a whole; (d) conflict with, result in any violation or breach of or default (with or without notice or lapse of time, or both) under, or give rise to a Liberty Material Adverse Effectright of termination, can- cellation or acceleration of any obligation or the loss of any material benefit under or the creation of any lien, security interest, pledge, charge, claim, option, right to acquire, restriction on transfer, voting restriction or agreement, or any other restriction or encumbrance of any nature whatsoever on any assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or creation, a "Violation") any "Contract" (which term shall mean and include any note, bond, indenture, mortgage, deed of trust, lease, franchise, permit, authorization, license, contract, instrument, employee benefit plan or practice, or other agreement, obligation, commitment or concession of any nature) to which Silver King or the Surviving Corporation or any other subsidiary of Silver King is a party, by which Silver King, the Surviving Corporation or any other subsidiary of Silver King or any of their respective assets or properties is bound or pursuant to which Silver King or the Surviving Corporation or any other subsidiary of Silver King is entitled to any rights or benefits, except for such Violations which would not, either individually or in the aggregate, have a material adverse effect on the transactions contemplated hereby or on the business, assets, results of operations or financial condition of Silver King and its subsidiaries, taken as a whole; or (ive) assuming approval and adoption of the Merger and this Agreement by Parent as sole stockholder of Merger Sub and assuming that the Governmental Consents and Filings specified in clauses (A) through (F) of Section 6.6(ii) are obtained, made and given, result in a Violation of of, under or pursuant to any law, rule, regulation, order, judgment or decree applicable to LibertySilver King or the Surviving Corporation or any other subsidiary of Silver King or by which any of their respective properties or assets are bound, other than any except for such Violations that which would not, either individually or in the aggregate, result in have a Liberty Material Adverse Effectmaterial adverse effect on the transactions contemplated hereby.

No Approvals or Notices Required. The execution and delivery by Liberty the Companies of this Agreement do not and the performance by Liberty the Companies of its their obligations hereunder and the consummation of the transactions contemplated hereby Transactions will not: (i) conflict with or violate the certificate of incorporation or bylaws or operating agreement of Parent or Liberty the Companies as in effect on the date hereof; (ii) require any consent, approval, order or authorization of or other action by, or any registration, qualification, declaration or filing with or notice to, any Governmental Entity, with respect to Libertythe Companies, except (A) the filing by Parent of the S-4 Registration Statement, (B) the filing with the Commission of such reports under Sections 13(a) and 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated herebyTransactions, (CB) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (D) such consents and filings as may be required in connection with the issuance of Class A Liberty Group Stock as contemplated hereby pursuant to state securities and blue sky laws, and any other Governmental Consents and Filings required with foreign, state and local Governmental Entities with respect to any Licenses of Parent the Companies or any of its their Affiliates or as may otherwise be required under any laws applicable to the conduct of the business of Parent the Companies and its their Affiliates; (EC) all filings required to be made pursuant to the pre-merger notification requirements of the Xxxx-Xxxxx Act; (FD) the filing by the Company Sellers of the Proxy Statement and all other Government Consents and Filings required to be filed by or on behalf of the Company Sellers or any of its their Affiliates; and (GE) any other filings the absence of which would not, individually or in the aggregate, result in a Parent Material Adverse Effect; (iii) conflict with or result in any Violation of, any Contract to which Liberty the Companies or any Liberty Affiliate is a party, other than any Violations that would not, individually or in the aggregate, result in a Liberty Company Material Adverse Effect; or (iv) assuming approval and adoption of the Merger and this Agreement by Parent as sole stockholder of Merger Sub and assuming that the Governmental Consents and Filings specified in clauses (A) through (FE) of Section 6.6(ii4.5 (ii) are obtained, made and given, result in a Violation of any law, rule, regulation, order, judgment or decree applicable to Libertythe Companies, other than any such Violations that would not, individually or in the aggregate, result in a Liberty Company Material Adverse Effect.

No Approvals or Notices Required. No Conflict with -------------------------------------------------- Instruments. The execution and delivery by Liberty LDI and LDI Sub of this Agreement do not ----------- not, and the performance by Liberty each of LDI and LDI Sub of its respective obligations hereunder and the consummation of the transactions contemplated hereby will not: (i) conflict with or violate the certificate Certificate of incorporation Incorporation, as amended, or By-laws, as amended, of LDI or the charter or bylaws of Parent any corporate Subsidiary of LDI or Liberty as in effect on the date hereofpartnership agreement of any partnership Subsidiary of LDI; (ii) require any consentGovernment Consent or Governmental Filing, approval, order or authorization in each case on the part of or other action by, or any registration, qualification, declaration or filing with or notice to, any Governmental Entity, with respect to LibertyLDI or any Subsidiary of LDI, the absence or omission of which would, either individually or in the aggregate, have a material adverse effect on the transactions contemplated hereby or on the business, assets, results of operations or financial condition of LDI and its Subsidiaries, taken as a whole, except for (A) the filing by Parent of the S-4 Registration Statement, (B) the filing with the Commission of such reports under Sections 13(a) and 16(aSection 13(d) of the Exchange Act as may be required in connection with the transactions contemplated by this Agreement and the transactions contemplated hereby, (CB) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (D) such consents and filings as may be required in connection with the issuance of Class A Liberty Group Stock as contemplated hereby pursuant to state securities and blue sky laws, and any other Governmental Consents and Filings required with foreign, state and local Governmental Entities with respect to any Licenses of Parent or any of its Affiliates or as may otherwise be required under any laws applicable to the conduct of the business of Parent and its Affiliates; (E) all filings required to be made pursuant to the pre-merger notification requirements of the Xxxx-Xxxxx HSR Act; ; (Fiii) require, on the filing by the Company part of the Proxy Statement and all other Government Consents and Filings required to be filed by or on behalf of the Company LDI or any Subsidiary of its Affiliates; and (G) LDI, any other filings Contract Consent or Contract Notice, the absence or omission of which would notwould, either individually or in the aggregate, result in have a Parent Material Adverse Effectmaterial adverse effect on the transactions contemplated hereby or on the business, assets, results of operations or financial condition of LDI and its Subsidiaries, taken as a whole; (iiiiv) conflict with or result in any Violation of, of any Contract to which Liberty LDI or any Liberty Affiliate Subsidiary of LDI is a party, other than by which LDI, any Subsidiary of LDI or any of their respective assets or properties is bound or affected or pursuant to which LDI or any Subsidiary of LDI is entitled to any rights or benefits, except for such Violations that which would not, either individually or in the aggregate, result in have a Liberty Material Adverse Effectmaterial adverse effect on the transactions contemplated hereby or on the business, assets, results of operations or financial condition of LDI and its Subsidiaries, taken as a whole; or (ivv) assuming approval and adoption of the Merger and this Agreement by Parent as sole stockholder of Merger Sub and assuming that the Governmental Government Consents and Governmental Filings specified in clauses clause (A) through (Fii) of this Section 6.6(ii) 3.06 are obtained, made and given, result in a Violation of of, under or pursuant to, any law, rule, regulation, order, judgment or decree applicable to LibertyLDI or any Subsidiary of LDI or by which any of their respective properties or assets are bound or affected, other than any except for such Violations that which would not, either individually or in the aggregate, result in have a Liberty Material Adverse Effectmaterial adverse effect on the transactions contemplated hereby or on the business, assets, results of operations or financial condition of LDI and its Subsidiaries, taken as a whole.