No Conflict or Consents Sample Clauses

No Conflict or Consents. (a) Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
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No Conflict or Consents. Except as set forth in Schedule 4.04, neither the execution, delivery or performance by USCC and its applicable Affiliates of the Transaction Documents to which it is or shall be a party, nor the consummation of the Transactions to which it is a party, will (a) conflict with, or result in a breach or violation of, or constitute a default under, any provision of its organizational documents; (b) constitute, with or without the giving of notice or passage of time or both, a breach, violation or default by it, create a Lien, or give rise to any right of termination, modification, cancellation, prepayment or acceleration, or a loss of rights, under (i) any Law, Governmental Authorization, judgment, decree, injunction, rule or order, or (ii) any note, bond, mortgage, indenture, lease, agreement or other instrument, in each case which is applicable to or binding upon it or any of its assets; or (c) require any action in respect of, or filing with, any Governmental Authority or any Consent, other than filings under the HSR Act, the DOJ Consent, the Consent of the FCC and any other Consents disclosed in this Agreement, including the Schedules hereto, except, in the case of clauses (b) and (c), where such breach, violation, default, Lien, right or the failure to obtain or give such Consent would not have a USCC Material Adverse Effect.
Sample 1
No Conflict or Consents. The execution and delivery of this Agreement by GPX and the consummation of each of the transactions and the performance of each of the obligations contemplated hereby do not (a) conflict with or violate (whether with or without notice or a lapse of time or both) its organizational documents or any agreement to which it is a party or any law or order applicable to it; or (b) require any consent, approval, authorization or permit of, action by, filing with or notification to, any Governmental Entity (other than any filing required under Section 13(a) or (d), 14, 15(d) or 16(a) of the Securities Exchange Act of 1934, as amended), in each case in a manner that could reasonably be expected to materially hinder or impair the completion of any of the transactions contemplated hereby or have a material adverse effect on the business, properties, condition (financial or otherwise) or liabilities of GPX.
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No Conflict or Consents. The execution and delivery of this Agreement by GPX and the consummation of each of the transactions and the performance of each of the obligations contemplated hereby do not (a) conflict with or violate (whether with or without notice or a lapse of time or both) its organizational documents or any agreement to which it is a party or any law or order applicable to it; or (b) require any consent, approval, authorization or permit of, action by, filing with or notification to, any Governmental Entity (other than any filing required under Section 13(a) or (d), 14, 15(d) or 16(a) of the Securities Exchange Act of 1934, as amended).
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No Conflict or Consents. The execution and delivery of this Agreement and the other Transaction Documents by Seller and the consummation of the Transactions by Seller, assuming all filings, consents, approvals, authorizations and notices set forth in Schedule 4.3 required to be made, given or obtained by it have been so made, given or obtained, do not and will not:
Sample 1
No Conflict or Consents. Except as set forth in Schedule 3.04, neither the execution, delivery or performance by ALLTEL and its applicable Affiliates of the Transaction Documents to which it is or shall be a party, nor the consummation of the Transactions to which it is a party, will (a) conflict with, or result in a breach or violation of, or constitute a default under, any provision of its organizational documents; (b) constitute, with or without the giving of notice or passage of time or both, a breach, violation or default by it, create a Lien, or give rise to any right of termination, modification, cancellation, prepayment or acceleration, or a loss of rights, under (i) any Law, Governmental Authorization, judgment, decree, injunction, rule or order, or (ii) any note, bond, mortgage, indenture, lease, agreement or other instrument, in each case which is applicable to or binding upon it or any of its assets; or (c) require any action in respect of, or filing with, any Governmental Authority or any Consent, other than filings under the HSR Act, the DOJ Consent, the Consent of the FCC, and any other Consents disclosed in this Agreement, including the Schedules hereto, except, in the case of clauses (b) and (c), where such breach, violation, default, Lien, right or the failure to obtain or give such Consent would not have an ALLTEL Material Adverse Effect. Not in limitation of the generality of the foregoing, the power and authority of the Management Trustee under the Management Trustee Agreement with respect to the ALLTEL Licenses, the ALLTEL Transferred Assets and the ALLTEL Business shall terminate as of the Effective Time, without any need to amend the Management Trustee Agreement and without the need to obtain the Consent of any Person.
Sample 1
No Conflict or Consents. Except as disclosed on Schedule 4.4, neither the execution, delivery and performance by any Seller Entity of the Transaction Documents to which it is or shall be a party, nor the consummation of the Transactions to which it is a party, will (i) conflict with, or result in a breach or violation of, or constitute a default under, any provision of its organizational documents; (ii) constitute, with or without the giving of notice or passage of time or both, a material breach, violation or default by it, create a Lien, or give rise to any right of termination, modification, cancellation, prepayment, acceleration or recapture, or a material loss of rights, under (A) any Law or Governmental Authorization, including any such Seller Assigned Licenses, or (B) any note, bond, mortgage, indenture, lease, agreement (excluding the Customer Agreements, which are addressed in Section 4.12) or other instrument, in each case which is applicable to or binding upon it or any of its assets; or (iii) require any action in respect of, or filing with, any Governmental Authority or any Consent, other than filings under the HSR Act, the Consent of the FCC, and any applicable Seller State Consents as set forth on Schedule 4.4.
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Related to No Conflict or Consents

  • No Conflict or Violation The execution, delivery and performance of this Disaffiliation Agreement or any document related hereto by Local Church and the consummation by Local Church of all of the transactions contemplated hereby or thereby, will not (with or without the giving of notice or the lapse of time or both): (a) violate or require any consent or approval under any applicable provision of any order, writ, injunction, decree, rule, regulation or law; (b) require any consent under, conflict with, result in termination of, accelerate the performance required by, result in a breach of, constitute a default under, or otherwise violate the terms of any leases, promissory notes, loans, agreements, instruments, obligations, contributions, gifts or endowments to which Local Church or a Subsidiary is a party or is beneficiary; (c) require any consent or approval by, notice to or registration with any governmental authority or any other person or entity; (d) violate any organizational documents or bylaws of Local Church; or (e) result in the creation or imposition of any lien or encumbrance upon any of the assets of the Local Church or accelerate any indebtedness of the Local Church, or result in the cancellation, modification, revocation or suspension of any of the licenses, permits, governmental authorizations or accreditations held by the Local Church.

  • No Conflict; Consents Except as set forth on Disclosure Schedule 3.3:

  • No Conflict or Breach The execution, delivery and performance of this Agreement and any other agreements or documents contemplated hereby and the consummation by the Buyer of the transactions contemplated hereby or thereby do not and will not:

  • No Conflict With Other Instruments The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the breach of any term or provision of, constitute a default under, or terminate, accelerate or modify the terms of, any indenture, mortgage, deed of trust, or other material agreement or instrument to which the Company is a party or to which any of its assets, properties or operations are subject.

  • No Conflict with OFAC Laws Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds, to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

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