No Conflict; Required Consents. Subject to obtaining the Required Consents, all of which are disclosed on Schedule 4.3, and the receipt of any consent required or the expiration or termination of the applicable waiting period under the HSR Act, the execution and delivery by Seller, the performance of Seller under, and the consummation by Seller of the transactions contemplated by, this Agreement and the Transaction Documents to which Seller is a party do not and will not: (a) violate any provision of the organizational documents of Seller; (b) violate any Legal Requirement in any material respect; (c) require any consent, waiver, 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, lapse of time, or elections of any Person, or combination thereof), (ii) permit or result in the termination, suspension or modification of, (iii) result in the acceleration of (or give any Person the right to accelerate) the performance of Seller under, or (iv) result in the creation or imposition of any Encumbrance under, any Contract disclosed on Schedule 4.6 or any other instrument evidencing any of the Assets (other than Contracts), or any instrument or other agreement(other than Contracts) by which Seller or any of the Assets (other than Contracts) is bound or affected.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Mediacom Communications Corp), Asset Purchase Agreement (Mediacom Communications Corp), Asset Purchase Agreement (Mediacom Communications Corp)
No Conflict; Required Consents. Subject to obtaining the Required Consents, all of which are disclosed on Schedule SCHEDULE 4.3, and the receipt of any consent required or the expiration or termination of the applicable waiting period under the HSR Act, the execution and delivery by Seller, the performance of Seller under, and the consummation by Seller of the transactions contemplated by, this Agreement and the Transaction Documents to which Seller is a party do not and will not: (a) conflict with or violate any provision of the organizational documents of Seller; (b) violate any Legal Requirement in any material respect; (c) require any consent, waiver, approval or authorization of, or any filing with or notice to, any Governmental Authority or other Person; or (d) (i) violate, conflict with or constitute a breach of or default under (without regard to requirements of notice, lapse of time, time or elections of other Persons or any Person, or combination thereof), (ii) permit or result in the termination, suspension or modification of, (iii) result in the acceleration of (or give any Person the right to accelerate) the performance of Seller under, or (iv) result in the creation or imposition of any Encumbrance under, any Contract disclosed on Schedule 4.6 Contract, Franchise or License or any other instrument evidencing any of the Assets (other than Contracts)Assets, or any instrument or other agreement(other than Contracts) agreement by which Seller or any of the Assets (other than Contracts) is bound or affected, except for purposes of clauses (c) or (d), above, any consents, waivers, approvals or authorizations required under any bulk Contracts relating to multiple dwelling units with less than 250 units.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Charter Communications Inc /Mo/), Asset Purchase Agreement (Charter Communications Inc /Mo/), Asset Purchase Agreement (Charter Communications Inc /Mo/)
No Conflict; Required Consents. Subject to (i) Except for (A) obtaining the Sellers Required Consents, all Consents identified on SCHEDULE 4.3 and for (B) such other exceptions (the "SECTION 3.1(C) EXCEPTIONS") from which the aggregate amount of which are disclosed on Schedule 4.3, resulting Losses and the receipt of any consent required Expenses suffered or incurred by Buyer or the expiration MNH Entities, together with the aggregate amount of Losses and Expenses resulting from any Section 4.3(a) Exceptions, would not exceed $250,000, neither the execution, delivery or termination performance by such Seller of the applicable waiting period under the HSR Actthis Agreement or any Transaction Document to which such Seller is or will be a party, the execution and delivery by Seller, the performance of Seller under, and nor the consummation by Seller of the transactions contemplated byhereby or thereby, this does or will:
(A) conflict with or violate any provision of the MNHP Partnership Agreement and (in the Transaction Documents to which Seller is a party do not and will not: case of MNHP) or the NHA Partnership Agreement (ain the case of NHA);
(B) violate any provision of the organizational documents of Seller; (b) violate any Legal Requirement applicable to such Seller;
(C) conflict with, violate, result in any material respect; (c) require any consent, waiver, approval or authorization a breach 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, lapse of time, or elections of any Personother Persons, or any combination thereof), (ii) accelerate or permit or result in the termination, suspension or modification of, (iii) result in the acceleration of (or give any Person the right to accelerate) the performance required by, any Contract or License to which such Seller is a party or by which such Seller or any of the assets or properties owned or leased by such Seller under, or are bound;
(ivD) result in the creation or imposition of any Encumbrance under, any Contract disclosed on Schedule 4.6 Lien against or any other instrument evidencing upon any of the Assets Subject Interests; or
(other than Contracts), or E) require any instrument or other agreement(other than ContractsConsent.
(ii) by which Seller or any Sellers have delivered to Buyer a true and complete copy of the Assets (other than Contracts) is bound or affectedMNH Partnership Agreement, as in effect at the date hereof.
Appears in 1 contract
No Conflict; Required Consents. Subject to (i) Except for (A) obtaining the Sellers Required Consents, all of which are disclosed Consents identified on Schedule 4.3, 4.3 and for (B) such other exceptions (the receipt "Section 3.1(c) Exceptions") from which the aggregate amount of any consent required resulting Losses and Expenses suffered or incurred by Buyer or the expiration MNH Entities, together with the aggregate amount of Losses and Expenses resulting from any Section 4.3(a) Exceptions, would not exceed $250,000, neither the execution, delivery or termination performance by such Seller of the applicable waiting period under the HSR Actthis Agreement or any Transaction Document to which such Seller is or will be a party, the execution and delivery by Seller, the performance of Seller under, and nor the consummation by Seller of the transactions contemplated byhereby or thereby, this does or will:
(A) conflict with or violate any provision of the MNHP Partnership Agreement and (in the Transaction Documents to which Seller is a party do not and will not: case of MNHP) or the NHA Partnership Agreement (ain the case of NHA);
(B) violate any provision of the organizational documents of Seller; (b) violate any Legal Requirement applicable to such Seller;
(C) conflict with, violate, result in any material respect; (c) require any consent, waiver, approval or authorization a breach 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, lapse of time, or elections of any Personother Persons, or any combination thereof), (ii) accelerate or permit or result in the termination, suspension or modification of, (iii) result in the acceleration of (or give any Person the right to accelerate) the performance required by, any Contract or License to which such Seller is a party or by which such Seller or any of the assets or properties owned or leased by such Seller under, or are bound;
(ivD) result in the creation or imposition of any Encumbrance under, any Contract disclosed on Schedule 4.6 Lien against or any other instrument evidencing upon any of the Assets Subject Interests; or
(other than Contracts), or E) require any instrument or other agreement(other than ContractsConsent.
(ii) by which Seller or any Sellers have delivered to Buyer a true and complete copy of the Assets (other than Contracts) is bound or affectedMNH Partnership Agreement, as in effect at the date hereof.
Appears in 1 contract
Samples: Purchase Agreement (Meredith Corp)