No Conflict; Approvals. The execution and delivery of this Agreement does not and the consummation of the transactions contemplated hereby and the performance of the obligations herein will not, (a) violate or conflict with the Company's charter or by-laws or the comparable organizational documents of any of its Subsidiaries, (b) constitute a breach or default (or an event that with notice or lapse of time or both would become a breach or default) or give rise to any Lien, third party right of termination, cancellation, material modification or acceleration, or loss of any benefit, under any Contract (hereinafter defined) to which the Company or any Subsidiary is a party or by which it is bound, or (c) subject to the consents, approvals, orders, authorizations, filings, declarations and registrations specified in Section 2.7 or in the Company Schedule in response thereto, conflict with or result in a violation of any permit, concession, franchise or license or any law, rule or regulation applicable to the Company or any of its Subsidiaries or any of their properties or assets, except, in the case of clauses (b) and (c), for any such breaches, defaults, Liens, third party rights, cancellations, modifications, accelerations or losses of benefits, conflicts or violations which would not have a Company Material Adverse Effect and would not prevent the Company from performing its obligations under this Agreement or prevent or delay the consummation of any of the transactions contemplated hereby.
No Conflict; Approvals. The execution, delivery and performance of this Agreement and the consummation by the Seller of the Transaction will not (i) result in a violation of the Seller's organizational documents, or (ii) conflict with any agreement, indenture or instrument to which the Seller is a party, or (iii) result in a violation of any law, rule, or regulation, or any order, judgment or decree of any court or governmental agency applicable to the Seller.
No Conflict; Approvals. The execution, delivery and performance of this Agreement by JAMtv, the consummation by JAMtv of the transactions contemplated therein, and compliance by JAMtv with the provisions thereof, will not violate any existing law, rule, regulation, order, writ, judgment, injunction, decree or award binding on JAMtv or its articles of incorporation or its by-laws or the provisions of any instrument or agreement to which JAMtv is a party or is subject, or by which it, or its property, is bound, or conflict with or constitute a default thereunder; and the execution, delivery and performance of this Agreement, the consummation of the transactions contemplated therein, and compliance with the provisions thereof, in each case by JAMtv, will not require the consent of any party or the giving of notice to, the exemption by, any registration, or filing with any governmental authority, to the extent not previously obtained or made.
No Conflict; Approvals. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby and the performance of the obligations herein will not, (a) violate or conflict with Parent's or Merger Sub's charter or bylaws, (b) constitute a breach or default (or an event that with notice or lapse of time or both would become a breach or default) or give rise to any Lien, third party right of termination, cancellation, material modification or acceleration, or loss of any benefit, under any contract to which Parent or any subsidiary is a party or by which it is bound, or (c) subject to the consents, approvals, orders, authorizations, filings, declarations and registrations specified in Section 3.5 or in the Parent Schedule in response thereto, conflict with or result in a violation of any permit, concession, franchise or license or any law, rule or regulation applicable to Parent or any of its subsidiaries or any of their properties or assets, except, in the case of clauses (b) and (c), for any such breaches, defaults, Liens, third party rights, cancellations, modifications, accelerations or losses of benefits, conflicts or violations which would not have a Parent Material Adverse Effect and do not impair the ability of Parent to perform its obligations under this Agreement or prevent or delay the consummation of any of the transactions contemplated hereby.
No Conflict; Approvals. Except as set forth on Schedule 4.4 hereto, the execution, delivery and performance by Shareholder of this Agreement and the Closing Agreements to which Shareholder is a party and the consummation of the transactions contemplated hereby and thereby will not result in any material violation of or conflict with, constitute a material default (with or without notice of the lapse of time) under, or give rise to a right of termination, cancellation, or acceleration of, or result in the imposition of any Encumbrance under, or require any consent or authorization under, (i) the Certificate of Incorporation or Bylaws of Shareholder or the Company or (ii) any note, bond, debt instrument, mortgage, indenture or other material contract, agreement, instrument or other document to which Shareholder or the Company is a party or any Law or Order by which Shareholder or the Company may be bound.
No Conflict; Approvals. The execution and delivery of this Agreement does not and will not, and the performance of the Services will not: (1) violate or conflict with the charter documents of either of WECTEC or Westinghouse, (2) to the best of Service Provider’s knowledge, conflict with or result in a violation of any permit, concession, franchise or license or any law, rule or regulation applicable to Service Provider or any of its properties or assets, except, in the case of clause (2), for any such breaches, conflicts or violations that would not reasonably be expected to have a material adverse effect on Service Provider and would not impair the ability of Service Provider to perform its obligations under this Agreement.
No Conflict; Approvals. The execution and delivery of this Agreement does not and will not, and the performance of its obligations hereunder will not, (1) violate or conflict with the charter documents of Owners, or (2) subject to the consents specified in Section 3.2, constitute a breach or default (or an event that with notice or lapse of time or both would become a breach or default) or give rise to any lien, third party right of termination, cancellation, material modification or acceleration, or loss of any benefit, under any contract to which Owners is a party or by which it is bound, or (3) conflict with or result in a violation of any permit, concession, franchise or license or any law, rule or regulation applicable to Owners, except, in the case of clauses (2) and (3), for any such breaches, conflicts or violations that would not reasonably be expected to have a material adverse effect on Owners and would not impair the ability of Owners to perform its obligations under this Agreement.
No Conflict; Approvals. Except as set forth in Section 3.9 ---------------------- of the HFP Schedule, the execution and delivery of this Agreement and the Option Agreement does not, and the consummation of the transactions contemplated hereby and thereby will not, (i) violate or conflict with the HFP Charter or HFP Bylaws or the comparable organizational documents of any of its Subsidiaries, or (ii) constitute a breach or default (or an event that, with notice or lapse of time or both, would become a breach or default), require any filing, waiver, permit, approval or consent under, or give rise to any Lien, third party right of termination, cancellation, material modification or acceleration, or loss of any benefit, under any Contract (as defined in Section 3.16) to which HFP or any Subsidiary of HFP is a party or by which it or any such Subsidiary is bound or (iii) subject to the consents, approvals, orders, authorizations, filings, declarations and registrations specified in Section 3.10 or in Section 3.10 of the HFP Schedule, conflict with or result in a violation of any permit, concession, franchise or license or any law, statute, rule or regulation applicable to HFP or any of its Subsidiaries or any of their properties or assets, except, in the case of clauses (ii) and (iii), as would not, individually or in the aggregate, have a HFP Material Adverse Effect.
No Conflict; Approvals. The execution and delivery of this ---------------------- Agreement do not, and the consummation of the transactions contemplated hereby will not, (i) violate or conflict with Xxxxxx'x or Merger Co.'s charter or bylaws, or (ii) constitute a breach or default (or an event that with notice or lapse of time or both would become a breach or default) or give rise to any lien, third party right of termination, cancellation, material modification or acceleration, or loss of any benefit, under any contract to which Xxxxxx or any subsidiary is a party or by which it is bound, or (iii) conflict with or result in a violation of any permit, concession, franchise or license or any law, rule or regulation applicable to Xxxxxx or any of its Subsidiaries or any of their properties or assets except, in the case of clauses (ii) and (iii), as would not, individually or in the aggregate, have a Xxxxxx Material Adverse Effect.
No Conflict; Approvals. The execution, delivery and performance of this Agreement and the other Affiliation Agreements by Xxxxxx Media, the consummation by Xxxxxx Media of the transactions contemplated therein, and compliance by Xxxxxx Media with the provisions thereof (including, without limitation, its exclusivity obligations hereunder), will not violate any existing law, rule, regulation, order, writ, judgment, injunction, decree or award binding on Xxxxxx Media or its articles of incorporation or its by-laws or the provisions of any instrument or agreement to which Xxxxxx Media is a party or is subject, or by which it, or its property, is bound (including, without limitation, any such instrument or agreement with America Online or Microsoft Corporation), or conflict with or constitute a default thereunder; and the execution, delivery and performance of this Agreement and the other Affiliation Agreements, the consummation of the transactions contemplated therein, and compliance with the provisions thereof, in each case by Xxxxxx Media, will not require the consent of any party or the giving of notice to, the exemption by, any registration, or filing with any governmental authority, to the extent not previously obtained or made.
