Common use of No Conflict; No Default Clause in Contracts

No Conflict; No Default. Except under subparagraph (b) (iii) with respect to any lease of any Retail Store and except as set forth on Schedule 14(b), to the best of the knowledge, information and belief of the Party, neither the execution, delivery and performance of this Agreement nor the consummation by the Party of the transactions contemplated hereby: (i) will violate or cause a breach of any of the terms, conditions or provisions of any existing law, regulation, order, writ, injunction, decree, determination or award of any governmental authority or any arbitrator, applicable to such Party, (ii) will violate or cause a breach of or constitute a default under any of the terms, conditions or provisions of the certificate or articles of incorporation or bylaws (or other governing documents) of such Party or of any material agreement or instrument to which such Party is or may be bound or to which any of its material properties or assets is subject, including the course of conduct between the Party and the other party(ies) to such agreement, (iii) will violate or cause a breach of, constitute a default under (whether with notice or lapse of time or both), accelerate or permit the acceleration of the performance required by, give to others any interests or rights or require any consent, authorization or approval under any indenture, mortgage or lease agreement or material financial obligation to which such Party or by which such Party is or may be bound, or (iv) will require any consent, approval or authorization of, or declaration, filing a registration with, any governmental or regulatory authority, or (v) will require any license, other than those currently held by a Party with the good faith belief that such license will endure or is renewable and will be renewed by such Party for the full term of this Agreement, under the intellectual property rights of a third party. In addition, except as provided in Schedule 14(b) attached to this Agreement, RadioShack represents and warrants to the other Parties that it has contacted each of the Cellular Radiotelephone Service Carriers listed on Exhibit 14(b) and that, to the best of its information, knowledge and belief, the execution, delivery and performance of this Agreement will not violate or cause a breach or constitute a default under (whether with notice or lapse of time or both) of any existing contract by and between RadioShack and any of the Cellular Radio Telephone Service Carriers listed on Exhibit 14(b) in any of the Licensed Markets listed on Schedule III.1 of the National Agreement to Market Personal Communications Services Addendum attached hereto.

Appears in 3 contracts

Samples: Master Agreement (Sprint Spectrum L P), Master Agreement (Sprint Spectrum L P), Master Agreement (Sprint Spectrum Finance Corp)

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No Conflict; No Default. Except under subparagraph (b) (iii) with respect to any lease of any Retail Store and except as set forth on Schedule 14(b), to the best of the knowledge, information and belief of the Party, neither Neither the execution, delivery and or performance of this Agreement or the IFH LLC Agreement by IFH, nor the consummation by the Party IFH of the transactions contemplated hereby: hereby or thereby (i) does or will conflict with, violate or cause result in a breach of (or has conflicted with, violated or resulted in a breach of) any of the terms, conditions or provisions of any existing law, regulation, order, writ, injunction, decree, determination or award of any court, any governmental authority department, board, agency or instrumentality, domestic or foreign, or any arbitrator, applicable to such Party, IFH or any Subsidiary, (ii) does or will violate or cause conflict with, violate, result in a breach of or constitute a default under (or has conflicted with, violated, resulted in a breach of or constituted a default under) any of the terms, conditions or provisions of the certificate IFH LLC Agreement or articles the constitutive documents of incorporation or bylaws (or other governing documents) of such Party any Subsidiary or of any material agreement or instrument to which such Party IFH or any Subsidiary is a party or by which IFH or any Subsidiary is or may be bound or to which any of its material properties or assets is subject, including the course of conduct between the Party and the other party(ies) to such agreement, (iii) does or will violate conflict with, violate, result in (or cause has conflicted with, violated or resulted in) a breach of, constitute (or has constituted) a default under (whether with notice or lapse of time or both), accelerate or permit the acceleration of (or has accelerated) the performance required by, give (or has given) to others any material interests or rights or require any consent, authorization or approval under any indenture, mortgage or lease mortgage, lease, agreement or material financial obligation instrument to which such Party IFH or any Subsidiary is a party or by which such Party IFH or any Subsidiary or any of their respective properties or assets is or may be bound, or bound or (iv) does or will require any consent, approval result (or authorization of, has resulted) in the creation or declaration, filing a registration with, any governmental or regulatory authority, or (v) will require any license, other than those currently held by a Party with the good faith belief that such license will endure or is renewable and will be renewed by such Party for the full term of this Agreement, under the intellectual property rights of a third party. In addition, except as provided in Schedule 14(b) attached to this Agreement, RadioShack represents and warrants to the other Parties that it has contacted each of the Cellular Radiotelephone Service Carriers listed on Exhibit 14(b) and that, to the best of its information, knowledge and belief, the execution, delivery and performance of this Agreement will not violate or cause a breach or constitute a default under (whether with notice or lapse of time or both) imposition of any existing contract by and between RadioShack and lien upon any of the Cellular Radio Telephone Service Carriers listed on Exhibit 14(b) in properties or assets of IFH or any of the Licensed Markets listed on Schedule III.1 of the National Agreement to Market Personal Communications Services Addendum attached heretoSubsidiary.

Appears in 2 contracts

Samples: Unit Issuance Agreement, Unit Issuance Agreement (Adecoagro S.A.)

No Conflict; No Default. Except under subparagraph (b) (iii) with respect to any lease of any Retail Store and except as set forth on Schedule 14(b), to the best of the knowledge, information and belief of the Party, neither Neither the execution, delivery and performance by Sprint of this Agreement, each Amended Other Agreement and the Letter Agreement, the adoption of the Bylaws Amendment and the adoption and filing of the Proposed Charter Amendments nor the consummation by the Party Sprint of the transactions contemplated hereby: hereby or thereby will: (i) will subject to the approval of the stockholders of Sprint contemplated by Section 5.2 hereof and the filing of the Proposed Charter Amendments with the appropriate Kansas Governmental Authorities, violate or cause a breach of conflict with any provision of the termsArticles or Bylaws, conditions or assuming that, with respect solely to those provisions of any existing lawthe Stockholders' Agreement, regulationthe Amended and Restated Stockholders' Agreement and the Proposed Charter Amendments that require explicitly the receipt of Continuing Director approval for the performance of obligations or consummation of transactions on the part of Sprint hereunder or thereunder, order, writ, injunction, decree, determination Continuing Director approval is obtained in the manner provided herein or award of any governmental authority or any arbitrator, applicable to such Party, therein; (ii) will violate require any Governmental Approvals or cause Third Party Approvals, except (x) as set forth in Schedule 3.5 or (y) where the failure to so obtain, make or file such Governmental Approvals or Third Party Approvals, individually or in the aggregate, is not reasonably likely to have a breach of Material Adverse Effect on Sprint and its Subsidiaries taken as a whole or constitute a default under any of the terms, conditions or provisions of the certificate or articles of incorporation or bylaws (or other governing documents) of such Party or of adversely affect in any material agreement respect Sprint's ability to perform its obligations hereunder or instrument to which such Party is under the Amended Other Agreements or may be bound or to which any of its material properties or assets is subject, including the course of conduct between the Party and the other party(ies) to such agreement, Letter Agreement; (iii) will violate or cause a breach ofexcept as set forth in Schedule 3.5, constitute result in a default under (whether or an event that, with notice or lapse of time or both), accelerate would become a default) or permit the give rise to any right of termination by any third party, cancellation, amendment or acceleration of any obligation or the performance required byloss of any benefit under, give to others or result in the creation of any interests Lien on any of the assets or rights properties of Sprint or require any consentof its Subsidiaries pursuant to, authorization or approval under any indenture, mortgage or lease agreement or material financial obligation Contract to which such Party Sprint or any of its Subsidiaries is a party or by which such Party Sprint or any of its Subsidiaries or any of their respective assets or properties is or may be bound, or except for any such defaults, terminations, cancellations, amendments, accelerations, losses, or Liens that, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect on Sprint and its Subsidiaries taken as a whole or adversely affect in any material respect Sprint's ability to perform its obligations hereunder or under the Amended Other Agreements or the Letter Agreement; or (iv) will require except as set forth in Schedule 3.5, violate or conflict with any consent, approval Law applicable to Sprint or authorization ofany of its Subsidiaries, or declaration, filing a registration with, any governmental or regulatory authority, or (v) will require any license, other than those currently held by a Party with the good faith belief that such license will endure or is renewable and will be renewed by such Party for the full term of this Agreement, under the intellectual property rights of a third party. In addition, except as provided in Schedule 14(b) attached to this Agreement, RadioShack represents and warrants to the other Parties that it has contacted each of the Cellular Radiotelephone Service Carriers listed on Exhibit 14(b) and that, to the best of its information, knowledge and belief, the execution, delivery and performance of this Agreement will not violate or cause a breach or constitute a default under (whether with notice or lapse of time or both) of any existing contract by and between RadioShack and any of the Cellular Radio Telephone Service Carriers listed properties, businesses, or assets of any of Sprint or any of its Subsidiaries, except violations and conflicts that, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect on Exhibit 14(b) Sprint and its Subsidiaries taken as a whole or adversely affect in any of material respect Sprint's ability to performs its obligations hereunder or under the Licensed Markets listed on Schedule III.1 of Amended Other Agreements or the National Agreement to Market Personal Communications Services Addendum attached heretoLetter Agreement.

Appears in 2 contracts

Samples: Master Restructuring and Investment Agreement (Deutsche Telekom Ag), Master Restructuring and Investment Agreement (Sprint Corp)

No Conflict; No Default. Except under subparagraph Except, as to clauses (b) i), (iii) with respect to any lease of any Retail Store and except as set forth on Schedule 14(b), to the best of the knowledge(iv) ----------------------- and (v) below only, information and belief of the Partyas would not have a Material Adverse Effect on such party, neither the executionexecution or delivery of this Agreement by such party nor (assuming all necessary consents, delivery approvals, authorizations and other actions necessary for the Liberty Media Corporation Contribution, the Stockholder Contribution, the AGI Contribution, the Liberty AGI Contribution or the Liberty Management Contribution, as applicable, have been obtained) the performance of this Agreement nor by such party or the consummation by the Party such party of the transactions contemplated hereby: hereby in accordance with the terms and conditions hereof (i) will conflict with, violate or cause result in a breach of any of the terms, conditions or provisions of any existing law, regulation, order, writ, injunction, decree, determination or award of any governmental authority or any arbitrator, Governmental Authority applicable to such Party, party or any of its Subsidiaries, (ii) will violate or cause conflict with, violate, result in a breach of or constitute a default under any of the terms, conditions or provisions of the certificate or articles of incorporation incorporation, bylaws or bylaws partnership agreement (or other governing documents) of such Party party or any of its Subsidiaries, (iii) will conflict with, violate, result in a breach of or constitute a default under any of the terms, conditions or provisions of any material agreement or instrument to which such Party party or any of its Subsidiaries is a party or by which such party or any of its Subsidiaries is or may be bound or to which any equity interest held by such party in any other entity or any of its other material properties or assets is subject, including the course of conduct between the Party and the other party(ies) to such agreement, (iiiiv) will violate or cause conflict with, violate, result in a breach of, constitute a default under (whether with notice or lapse of time or both), accelerate or permit the acceleration of the performance required by, give to others any interests or rights or require any consent, authorization or approval under any indenture, mortgage or mortgage, lease agreement or material financial obligation similar instrument to which such Party party or any of its Subsidiaries is a party or by which such Party party or any of its Subsidiaries is or may be bound, or (iv) will require any consent, approval or authorization of, or declaration, filing a registration with, any governmental or regulatory authority, or (v) will require result in the creation or imposition of any licenseLien upon any asset held by such party that is transferred to Liberty Media Group LLC pursuant to this Agreement or (vi) will result in the creation or imposition of any Lien upon any of the other material properties or assets of such party or any of its Subsidiaries, other than those currently held by a Party with the good faith belief that such license will endure or is renewable and will be renewed by such Party for the full term of this Agreement, under the intellectual property rights of a third party. In addition, except as provided in Schedule 14(b) attached to this Agreement, RadioShack represents and warrants to the other Parties that it has contacted each of the Cellular Radiotelephone Service Carriers listed on Exhibit 14(b) and that, to the best of its information, knowledge and belief, the execution, delivery and performance of this Agreement will not violate or cause a breach or constitute a default under (whether with notice or lapse of time or both) of any existing contract by and between RadioShack and any of the Cellular Radio Telephone Service Carriers listed on Exhibit 14(b) in any of the Licensed Markets listed on Schedule III.1 of the National Agreement to Market Personal Communications Services Addendum attached heretoPermitted Liens.

Appears in 1 contract

Samples: Contribution Agreement (Liberty Media Corp /De/)

No Conflict; No Default. Except under subparagraph Except, as to clauses (b) i), (iii) with respect to any lease of any Retail Store and except as set forth on Schedule 14(b), to the best of the knowledge(iv) and (v) below only, information and belief of the Partyas would not have a Material Adverse Effect on such party, neither the execution, execution or delivery and of this Agreement by such party nor the performance of this Agreement nor by such party or the consummation by the Party such party of the transactions contemplated hereby: hereby in accordance with the terms and conditions hereof (i) will conflict with, violate or cause result in a breach of any of the terms, conditions or provisions of any existing law, regulation, order, writ, injunction, decree, determination or award of any governmental authority or any arbitrator, Governmental Authority applicable to such Party, party or any of its subsidiaries, (ii) will violate or cause conflict with, violate, result in a breach of or constitute a default under any of the terms, conditions or provisions of the certificate or articles of incorporation incorporation, bylaws or bylaws partnership agreement (or other governing documents) of such Party party or any of its subsidiaries, (iii) will conflict with, violate, result in a breach of or constitute a default under any of the terms, conditions or provisions of any material agreement or instrument to which such Party party or any of its subsidiaries is a party or by which such party or any of its subsidiaries is or may be bound or to which any equity interest held by such party in any other entity or any of its other material properties or assets is subject, including the course of conduct between the Party and the other party(ies) to such agreement, (iiiiv) will violate or cause conflict with, violate, result in a breach of, constitute a default under (whether with notice or lapse of time or both), accelerate or permit the acceleration of the performance required by, give to others any interests or rights or require any consent, authorization or approval under any indenture, mortgage or mortgage, lease agreement or material financial obligation similar instrument to which such Party party or any of its subsidiaries is a party or by which such Party party or any of its subsidiaries is or may be bound, or (iv) will require any consent, approval or authorization of, or declaration, filing a registration with, any governmental or regulatory authority, or (v) will require result in the creation or imposition of any licenseLien upon any asset held by such party that is transferred to the Company pursuant to this Agreement or (vi) will result in the creation or imposition of any Lien upon any of the other material properties or assets of such party or any of its subsidiaries, other than those currently held by a Party with the good faith belief that such license will endure or is renewable and will be renewed by such Party for the full term of this Agreement, under the intellectual property rights of a third party. In addition, except as provided in Schedule 14(b) attached to this Agreement, RadioShack represents and warrants to the other Parties that it has contacted each of the Cellular Radiotelephone Service Carriers listed on Exhibit 14(b) and that, to the best of its information, knowledge and belief, the execution, delivery and performance of this Agreement will not violate or cause a breach or constitute a default under (whether with notice or lapse of time or both) of any existing contract by and between RadioShack and any of the Cellular Radio Telephone Service Carriers listed on Exhibit 14(b) in any of the Licensed Markets listed on Schedule III.1 of the National Agreement to Market Personal Communications Services Addendum attached heretoPermitted Liens.

Appears in 1 contract

Samples: Contribution Agreement (Tci Satellite Entertainment Inc)

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No Conflict; No Default. Except under subparagraph (ba) (iii) with respect to any lease of any Retail Store and except as set forth on Schedule 14(b), to the best of the knowledge, information and belief of the Party, neither the The execution, delivery and performance of this Agreement nor the consummation by the Transaction Documents to which any Loan Party of the transactions contemplated hereby: or Parent Guarantor is a party will not (i) will violate or cause a breach any provision of any of the terms, conditions or provisions of any existing law, regulationstatute, rule or regulation or any order, writ, judgment, injunction, decree, determination or award of any court, governmental authority agency or any arbitrator, applicable arbitrator presently in effect having applicability to such Party, Loan Party or Parent Guarantor in any case in which such violation could constitute a Material Adverse Occurrence, (ii) will violate or cause contravene any provision of the operating agreement or other organizational documents of such Loan Party or Parent Guarantor, (iii) result in a breach of or constitute a default under any of the termsindenture, conditions loan or provisions of the certificate credit agreement or articles of incorporation or bylaws (or any other governing documents) of such Party or of any material agreement agreement, lease or instrument to which such Loan Party or Parent Guarantor is a party or by which it or any of its properties may be bound or (iv) result in the creation of any Lien thereunder other than Liens under the Loan Documents. No Loan Party nor any Subsidiary nor Parent Guarantor is in default under or in violation of any such law, statute, rule or regulation, order, writ, judgment, injunction, decree, determination or award or any such indenture, loan or credit agreement or other agreement, lease or instrument applicable to and binding on it and in any case in which the consequences of such default or violation could constitute a Material Adverse Occurrence. (b) Without limiting the generality of Section 4.3(a) above, (i) the Loan Parties, their Subsidiaries, the Parent Guarantor and their respective officers and employees and to the knowledge of the Loan Parties and Parent Guarantor, their directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects, (ii) none of any Loan Party, any Subsidiary, Parent Guarantor or to the knowledge of such Loan Party, such Subsidiary or Parent Guarantor, any of its material properties their respective directors, officers or assets employees is subjecta Sanctioned Person, including the course of conduct between the Party and the other party(ies) to such agreement, (iii) no Loan or Letter of Credit, use of the proceeds of any Loan or Letter of Credit or other transactions contemplated hereby will violate Anti-Corruption Laws or cause a breach ofapplicable Sanctions, constitute a default under (whether with notice or lapse of time or both), accelerate or permit the acceleration of the performance required by, give to others any interests or rights or require any consent, authorization or approval under any indenture, mortgage or lease agreement or material financial obligation to which such Party or by which such Party is or may be bound, or (iv) will require any consentthe Loan Parties and their Subsidiaries and Parent Guarantor have all permits, approval or authorization oflicenses and approvals required by such laws, or declarationcopies of which have been provided to the Agent, filing a registration with, any governmental or regulatory authority, or (v) will require any license, other than those currently held by a Party the Loan Parties and their Subsidiaries and Parent Guarantor are in compliance in all material respects with the good faith belief that such license will endure or is renewable PATRIOT Act, and will be renewed by such Party for (vi) neither the full term making of this Agreement, under any Loan nor the intellectual property rights of a third party. In addition, except as provided in Schedule 14(b) attached to this Agreement, RadioShack represents and warrants to the other Parties that it has contacted each use of the Cellular Radiotelephone Service Carriers listed on Exhibit 14(b) and that, to proceeds thereof will violate the best of its information, knowledge and beliefPATRIOT Act, the executionTrading with the Enemy Act, delivery and performance of this Agreement will not violate as amended, or cause a breach or constitute a default under (whether with notice or lapse of time or both) of any existing contract by and between RadioShack and any of the Cellular Radio Telephone Service Carriers listed on Exhibit 14(b) in any foreign assets control regulations of the Licensed Markets listed on Schedule III.1 of the National Agreement to Market Personal Communications Services Addendum attached heretoUnited States Treasury Department (31 C.F.R., Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto or successor statute thereto.

Appears in 1 contract

Samples: Credit Agreement (Lendway, Inc.)

No Conflict; No Default. Except under subparagraph (b) (iii) with respect to any lease of any Retail Store and except as set forth on Schedule 14(b), to the best of the knowledge, information and belief of the Party, neither the The execution, delivery and performance of this Agreement nor the consummation by the Party Borrower of the transactions contemplated hereby: Loan Documents will not (ia) will violate or cause a breach any provision of any of the terms, conditions or provisions of any existing law, regulationstatute, rule or regulation or any order, writ, judgment, injunction, decree, determination or award of any court, governmental authority agency or any arbitratorarbitrator presently in effect having applicability to the Borrower, applicable to such Party, (iib) will violate or cause contravene any provision of the Articles of Incorporation or Bylaws of the Borrower, or (c) result in a breach of or constitute a default under any of the termsindenture, conditions loan or provisions of the certificate credit agreement or articles of incorporation or bylaws (or any other governing documents) of such Party or of any material agreement agreement, lease or instrument to which such Party the Borrower is a party or by which it or any of its properties may be bound or result in the creation of any Lien thereunder. No Event of Default exists or would result from the incurrence by the Borrower of any Indebtedness hereunder or under any other Loan Document. Neither the Borrower nor any Subsidiary is in default under or in violation of any such law, statute, rule or regulation, order, writ, judgment, injunction, decree, determination or award or any such indenture, loan or credit agreement or other agreement, lease or instrument in any case in which the consequences of such default or violation could reasonably be expected to which constitute a Material Adverse Occurrence. The Borrower, its Subsidiaries and their respective officers and employees and to the knowledge of the Borrower its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of the Borrower, any Subsidiary or to the knowledge of the Borrower or such Subsidiary any of its material properties their respective directors, officers or assets employees is subjecta Sanctioned Person. No Revolving Loan, including use of the course proceeds of conduct between the Party and the any Revolving Loan or other party(ies) to such agreement, (iii) transactions contemplated hereby will violate Anti-Corruption Laws or cause a breach ofapplicable Sanctions. The Borrower and its Subsidiaries have all permits, constitute a default under (whether licenses and approvals required by such laws, copies of which have been provided to the Bank. The Borrower and its Subsidiaries are in compliance in all material respects with notice or lapse the PATRIOT Act. Neither the making of time or both), accelerate or permit any Revolving Loan nor the acceleration use of the performance required byproceeds thereof will violate the PATRIOT Act, give to others any interests or rights or require any consentthe Trading with the Enemy Act, authorization or approval under any indenture, mortgage or lease agreement or material financial obligation to which such Party or by which such Party is or may be bound, or (iv) will require any consent, approval or authorization ofas amended, or declaration, filing a registration with, any governmental or regulatory authority, or (v) will require any license, other than those currently held by a Party with the good faith belief that such license will endure or is renewable and will be renewed by such Party for the full term of this Agreement, under the intellectual property rights of a third party. In addition, except as provided in Schedule 14(b) attached to this Agreement, RadioShack represents and warrants to the other Parties that it has contacted each of the Cellular Radiotelephone Service Carriers listed on Exhibit 14(b) and that, to the best of its information, knowledge and belief, the execution, delivery and performance of this Agreement will not violate or cause a breach or constitute a default under (whether with notice or lapse of time or both) of any existing contract by and between RadioShack and any of the Cellular Radio Telephone Service Carriers listed on Exhibit 14(b) in any foreign assets control regulations of the Licensed Markets listed on Schedule III.1 of the National Agreement to Market Personal Communications Services Addendum attached heretoUnited States Treasury Department (31 C.F.R., Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto or successor statute thereto.

Appears in 1 contract

Samples: Credit Agreement (County Bancorp, Inc.)

No Conflict; No Default. Except under subparagraph as to clauses (b) i), (iii) with respect to any lease of any Retail Store and except as set forth on Schedule 14(b), to the best of the knowledge(iv) and (v) below, information and belief of the Partyas would not have a Material Adverse Effect on such party, neither the execution, execution or delivery and of this Agreement or the Other Agreements to which it is a party or (in the case of Sprint) the Warrants by such party nor (assuming the Required Approvals have been obtained) the performance of this Agreement nor or the Other Agreements by such party or the consummation by the Party such party of the transactions contemplated hereby: hereby or thereby in accordance with the terms and conditions hereof and thereof (i) will conflict with, violate or cause result in a breach of any of the terms, conditions or provisions of any existing law, regulation, order, writ, injunction, decree, determination or award of any governmental authority or any arbitrator, Law applicable to such Party, party or any of its Controlled Affiliates, (ii) will violate or cause conflict with, violate, result in a breach of or constitute a default under any of the terms, conditions or provisions of the certificate or articles of incorporation incorporation, bylaws or bylaws partnership agreement (or other governing documents) of such Party party or any of its Controlled Affiliates, (iii) will conflict with, violate, result in a breach of or constitute a default under any of the terms, conditions or provisions of any material agreement or instrument to which such Party party or any of its Controlled Affiliates is a party or by which such party or any of its Controlled Affiliates is or may be bound or to which any of its material properties or assets is subject, including the course of conduct between the Party and the other party(ies) to such agreement, (iiiiv) will violate or cause conflict with, violate, result in a breach of, constitute a default under (whether with notice or lapse of time or both), accelerate or permit the acceleration of the performance required by, give to others any interests or rights or require any consent, authorization or approval under any indenture, mortgage or mortgage, lease agreement or material financial obligation similar instrument to which such Party party or any of its Controlled Affiliates is a party or by which such Party party or any of its Controlled Affiliates is or may be bound, or (iv) will require any consent, approval or authorization of, or declaration, filing a registration with, any governmental or regulatory authority, or (v) will require any license, other than those currently held by a Party with result in the good faith belief that such license will endure creation or is renewable and will be renewed by such Party for the full term of this Agreement, under the intellectual property rights of a third party. In addition, except as provided in Schedule 14(b) attached to this Agreement, RadioShack represents and warrants to the other Parties that it has contacted each of the Cellular Radiotelephone Service Carriers listed on Exhibit 14(b) and that, to the best of its information, knowledge and belief, the execution, delivery and performance of this Agreement will not violate or cause a breach or constitute a default under (whether with notice or lapse of time or both) imposition of any existing contract by and between RadioShack and Lien upon any of the Cellular Radio Telephone Service Carriers listed on Exhibit 14(b) in other material properties or assets of such party or any of the Licensed Markets listed on Schedule III.1 of the National Agreement to Market Personal Communications Services Addendum attached heretoits Controlled Affiliates.

Appears in 1 contract

Samples: Restructuring and Merger Agreement (Sprint Corp)

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