No Breach or Violation. Except for and subject to the receipt of the Required Consents, the execution, delivery and performance of this Agreement by Buyer will not: (a) violate any provision of the organizational documents of Buyer; (b) violate any Legal Requirement; (c) require any consent, approval or authorization of, or any filing with or notice to, any Person; or (d) (i) violate, conflict with or constitute a breach of or default under (without regard to requirements of notice, passage of time or elections of any Person), (ii) permit or result in the termination, suspension, modification of, (iii) result in the acceleration of (or give any Person the right to accelerate) the performance of Buyer under any instrument or agreement to which Buyer is a party or by which Buyer or any of its assets is bound, or (iv) result in the creation or imposition of any Encumbrance, except for purposes of this clause (d) such violations, conflicts, breaches, defaults, terminations, suspensions, modifications and accelerations as would not, individually or in the aggregate, have a material adverse effect on Buyer or on the validity, binding effect or enforceability of this Agreement or that are provided for or anticipated by this Agreement or that arise out of Buyer's financing of the Purchase Price at Closing.
Appears in 3 contracts
Samples: Limited Liability Company Interest Purchase and Sale Agreement (Northland Cable Properties Seven Limited Partnership), Limited Liability Company Interest Purchase and Sale Agreement (Northland Cable Television Inc), Limited Liability Company Interest Purchase and Sale Agreement (Northland Cable Properties Eight Limited Partnership)
No Breach or Violation. Except for and subject Subject to the receipt of obtaining the Required Consents, all of which are listed on SCHEDULE 1.30, the execution, delivery and performance of this Agreement by Buyer will not: (a) violate any provision of the organizational documents charter or bylaws of Buyer; (b) violate any Legal Requirement; (c) require any consent, approval or authorization of, or any filing with or notice to, any Person; or (d) (i) violate, conflict with or constitute a breach of or default under (without regard to requirements of notice, passage of time or elections of any Person), (ii) permit or result in the termination, suspension, suspension or modification of, (iii) result in the acceleration of (or give any Person the right to accelerate) the performance of Buyer under under, or (iv) result in the creation or imposition of any Encumbrance under, any instrument or other agreement to which Buyer is a party or by which Buyer or any of its assets is bound, bound or (iv) result in the creation or imposition of any Encumbranceaffected, except for purposes of this clause (d) such violations, conflicts, breaches, defaults, terminations, suspensions, modifications modifications, and accelerations as would not, individually or in the aggregate, have a material adverse effect Material Adverse Effect on Buyer or on the validity, binding effect or enforceability of this Agreement or that are provided for or anticipated by this Agreement or that arise out of Buyer's financing of the Purchase Price at ClosingAgreement.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Classic Communications Inc), Asset Purchase Agreement (Friendship Cable of Arkansas Inc)
No Breach or Violation. Except for and subject Subject to the receipt of obtaining the Required Consents, all of which are listed on Schedule VC hereto, the execution, delivery and performance of this Agreement by Buyer will not: (a1) violate any provision of the organizational documents charter or bylaws of Buyer; (b2) violate any Legal Requirementlegal requirement; (c3) require any consent, approval or authorization of, or any filing with or notice to, any Person; person, which has not been obtained or (d) (i4)(a) violate, conflict with or constitute a breach of or default under (without regard to requirements of notice, passage of time or elections of any Personperson), (iib) permit or result in the termination, suspension, suspension or modification of, (iiic) result in the acceleration of (or give any Person person the right to accelerate) the performance of Buyer under under, or (d) result in the creation or imposition of any encumbrance under, any instrument or other agreement to which Buyer is a party or by which Buyer or any of its assets is bound, bound or (iv) result in the creation or imposition of any Encumbranceaffected, except for purposes of this clause (d4) such violations, conflicts, breaches, defaults, terminations, suspensions, modifications modifications, and accelerations as would not, individually or in the aggregate, aggregate have a material adverse effect on Buyer or on the validity, binding effect or enforceability of this Agreement or that are provided for or anticipated by this Agreement or that arise out of Buyer's financing of the Purchase Price at ClosingAgreement.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Golden Sky Systems Inc), Asset Purchase Agreement (Golden Sky Systems Inc)
No Breach or Violation. Except for and subject Subject to the receipt of obtaining the Required Consents, all of which are listed on Schedule 1.30, the execution, delivery and performance of this Agreement by Buyer will not: (a) violate any provision of the organizational documents charter or bylaws of Buyer; (b) violate any Legal Requirement; (c) require any consent, approval or authorization of, or any filing with or notice to, any Person; or (d) (i) violate, conflict with or constitute a breach of or default under (without regard to requirements of notice, passage of time or elections of any Person), (ii) permit or result in the termination, suspension, suspension or modification of, (iii) result in the acceleration of (or give any Person the right to accelerate) the performance of Buyer under under, or (iv) result in the creation or imposition of any Encumbrance under, any instrument or other agreement to which Buyer is a party or by which Buyer or any of its assets is bound, bound or (iv) result in the creation or imposition of any Encumbranceaffected, except for purposes of this clause (d) such violations, conflicts, breaches, defaults, terminations, suspensions, modifications modifications, and accelerations as would not, individually or in the aggregate, have a material adverse effect Material Adverse Effect on Buyer or on the validity, binding effect or enforceability of this Agreement or that are provided for or anticipated by this Agreement or that arise out of Buyer's financing of the Purchase Price at ClosingAgreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Classic Communications Inc)
No Breach or Violation. Except for and subject Subject to the receipt of the Required Consents, the execution, delivery and performance of this Agreement by Buyer will not: (a) violate any provision of the organizational organization documents of Buyer; (b) violate any Legal Requirement; (c) require any consent, approval or authorization of, or any filing with or notice to, any Person; or (d) (i) violate, conflict with or constitute a breach of or default under (without regard to requirements of notice, passage of time or elections of any Person), (ii) permit or result in the termination, suspension, modification of, (iii) result in the acceleration of (or give any Person the right to accelerate) the performance of Buyer under under, or (iv) result in the creation or imposition of any Encumbrance under, any instrument or other agreement to which Buyer is a party or by which Buyer or any of its assets is bound, bound or (iv) result in the creation or imposition of any Encumbranceaffected, except for purposes of this clause (d) such violations, conflicts, breaches, defaults, terminations, suspensions, modifications and accelerations as would not, individually or in the aggregate, have a material adverse effect on Buyer or on the validity, binding effect or enforceability against Buyer of this Agreement or that are provided for or anticipated by this Agreement or that arise out of Buyer's financing of the Purchase Price at ClosingTransaction Documents to which Buyer is a party.
Appears in 1 contract
Samples: Asset Purchase Agreement (Northland Cable Television Inc)
No Breach or Violation. Except for and subject to the receipt of the Required Consents, the The execution, delivery and performance of this Agreement and the other agreements to be executed and delivered by it pursuant to this Agreement by Buyer will not: (a) violate any provision of the organizational documents charter or bylaws of Buyer; (b) violate any Legal Requirement; (c) require any consent, approval or authorization of, or any filing with or notice to, any Person; or (d) (i) violate, conflict with or constitute a breach of or default under (without regard to requirements of notice, passage of time or elections of any Person), (ii) permit or result in the termination, suspension, modification of, (iii) result in the acceleration of (or give any Person the right to accelerate) the performance of Buyer under under, or (iv) result in the creation or imposition of any Encumbrance under, any instrument or other agreement to which Buyer is a party or by which Buyer or any of its assets is bound, bound or (iv) result in the creation or imposition of any Encumbranceaffected, except for purposes of this clause (d) such violations, conflicts, breaches, defaults, terminations, suspensions, modifications and accelerations as would not, individually or in the aggregate, have a material adverse effect on Buyer or on the validity, binding effect or enforceability of this Agreement or that are provided for or anticipated by this Agreement or that arise out of Buyer's financing of the Purchase Price at ClosingAgreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Marcum Natural Gas Services Inc/New)
No Breach or Violation. Except for and subject Subject to the receipt of obtaining the Required Consents, all of which are listed on SCHEDULE 1.15, the execution, delivery and performance of this Agreement by Buyer will not: (a) violate any provision of the organizational documents charter or bylaws of Buyer; (b) violate any Legal Requirement; (c) require any consent, approval or authorization of, or any filing with or notice to, any Person; or (d) (i) violate, conflict with or constitute a breach of or default under (without regard to requirements of notice, passage of time or elections of any Person), (ii) permit or result in the termination, suspension, suspension or modification of, of (iii) result in the acceleration of (or give any Person the right to accelerate) the performance of Buyer under under, or (iv) result in the creation or imposition of any Encumbrance under, any instrument or other agreement to which Buyer is a party or by which Buyer or any of its assets is bound, bound or (iv) result in the creation or imposition of any Encumbranceaffected, except for purposes of this clause (d) such violations, conflicts, breaches, defaults, terminations, suspensions, modifications modifications, and accelerations as would not, individually or in the aggregate, aggregate have a material adverse effect on Buyer or on the validity, binding effect or enforceability of this Agreement or that are provided for or anticipated by this Agreement or that arise out of Buyer's financing of the Purchase Price at ClosingAgreement.
Appears in 1 contract