No Conflict; Seller Consents. Except as set forth on Schedule 3.8 or as would not have a Material Adverse Effect, the execution, delivery and performance by Seller of this Agreement will not (a) violate any Law, (b) violate any Charter Document of Seller, (c) require any Consent from any Governmental Authority, (d) breach any Charter Document, Material Contract, Material Lease, or Material Permit of Aptus, or (e) result in the creation of any Lien on any assets of Aptus, including Transferred Assets. No governmental authorization, approval, order, permission, license, permit, certificate, franchise or consent, and no registration, declaration or filing with any court, governmental department, commission, authority, board, bureau, agency or other instrumentality, is required in connection with the execution, delivery and performance of this Agreement by Seller and the consummation by Seller of the transactions contemplated hereby, other than (a) those that have already been obtained (and copies provided to Buyer), (b) the transfer of certain FCC licenses identified on Schedule 3.8 from Seller to Aptus and (c) the transfer of certain Financial Assurances.
No Conflict; Seller Consents. The execution, delivery and performance by Seller of each Transaction Document will not (a) violate any Law, (b) violate any Charter Document of Seller, (c) violate any Order to which Seller is a party or by which Seller or its assets is bound, (d) breach any Material Contract, Real Property Lease or Personal Property Lease, (e) result in the creation of any Encumbrance on any of the Purchased Assets, other than Permitted Encumbrances, or require any Consent from any Person.
No Conflict; Seller Consents. Except as listed on Schedule 2.6 or as would not have a Material Adverse Effect, the execution, delivery and performance by Seller of this Agreement will not (a) violate any Law, (b) violate any Charter Document of Seller, (c) violate any Order to which Seller is a party or by which it is bound, (d) breach or require the Consent of any third party with respect to any Material Contract, Material Telecom Contract or Material Lease relating to the Business, (e) result in the creation of any Lien on any of the Purchased Assets, other than Permitted Liens or (f) require any Consent from any Governmental Authority, other than (i) pursuant to the HSR Act and (ii) the Regulatory Consents required in connection with the transfer of the Business to Buyer.
No Conflict; Seller Consents. Except as set forth on SCHEDULE 3.9, the execution, delivery and performance of this Agreement by each of Seller and the Company will not (i) violate any material Law to which either Seller or the Company is subject, (ii) violate any Charter Document of Seller or the Company, (iii) violate any Order to which either Seller or the Company is a party or by which either Seller or the Company is bound, (iv) require any Consent from any Person, including any Governmental Authority, except for actions required to be taken by Buyer and Merger Sub, (v) breach any Material Contract, Material Lease or material Permit relating to the Business, or (vi) result in the creation of any Lien on any of the assets of the Company (each Consent set forth in SCHEDULE 3.9 as a result of clauses (iii), (iv), (v) and (vi), above, is referred to herein as a "Required Consent").
No Conflict; Seller Consents. Except as set forth on Schedule 3.8, the execution, delivery and performance of this Agreement by each of Seller and the Partners will not to their Knowledge (a) violate any Law to which either Seller or Partners are subject, (b) violate any Charter Document, (c) violate any Order to which either Seller or Partners are a party or by which either Seller or Partners are bound, (d) require any consent, approval, authorization, waiver or notification from any Person, including any Governmental Authority, from any Person, including any Governmental Authority (other than consents related to the assignment of specific contracts, permits or licenses, collectively, a "Consent," which are addressed herein in section 5.1), (e) breach in any material respect any contract, agreement, or Permit of Seller, or (f) result in the creation of any Lien on any of the Assets of Seller.
No Conflict; Seller Consents. Except as set forth on Schedule 2.9 and upon the consent of the Company's lender, the execution, delivery and performance by Seller, Class B Partner and General Partner of this Agreement will not (a) violate any material Law to which any of Seller, Class B Partner, General Partner or the Company is subject, (b) violate any Organizational Document, (c) violate any Order to which any of Seller, Class B Partner, General Partner or the Company is a party or by which any of Seller, Class B Partner, General Partner or the Company is bound, (d) require any Consent from any Person, including any Governmental Authority, except for actions required to be taken by Buyer, (e) breach any Material Contract, Material Lease or material Permit relating to the Business, or (f) result in the creation of any Lien on any of the assets of the Company.
No Conflict; Seller Consents. Except as set forth in Section 4.4 of Seller's Disclosure Letter, the execution and delivery of this Agreement by Seller, the performance by Seller of this Agreement and the execution, delivery and performance by Seller or the Company of each other Transaction Document to which it is a party will not (a) violate any Law, (b) violate any Charter Document of Seller or the Company, (c) violate any Order to which Seller or the Company is a party or by which Seller or the Company or their respective assets is bound, (d) breach any Material Contract to which the Company is a party, Real Property Lease, Personal Property Lease or Material Permit of the Company, (e) result in the creation of any Encumbrance on any of the Company's assets, or (f) require any Consent from any Person, other than filing the pre-merger notification report required under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR ACT"), and obtaining termination of the waiting period under the HSR Act.
No Conflict; Seller Consents. Except as set forth in Schedule 2.7 ---------------------------- ------------ or as would not have, individually or in the aggregate, a Material Adverse Effect or a material adverse effect on the ability of Seller to consummate the transactions contemplated by this Agreement, the execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby by Seller, will not (a) violate or be in conflict with any Law, (b) violate or be in conflict with any Charter Document of Seller or of any Company Entity, (c) require any Consent (as hereinafter defined) from any Governmental Authority (as hereinafter defined) or any third party, except (i) to comply with the HSR Act (as hereinafter defined) and (ii) for actions required to be taken by Buyer or any of its Affiliates (as hereinafter defined), (d) constitute a default under, or result in a breach of, any Material Contract (as hereinafter defined), material License (as hereinafter defined), material Permit (as hereinafter defined) or Order (as hereinafter defined) of any Company Entity, give rise to any right of termination, cancellation or acceleration thereof or result in any material adverse change to the terms thereof, or (e) result in the creation of any Lien (other than Permitted Liens (as hereinafter defined)) on any assets of any Company Entity or in the acceleration of any indebtedness or other obligation of any Company Entity.
No Conflict; Seller Consents. Except as set forth on Schedule 3.9, the execution, delivery and performance of this Agreement by each of Seller and the Company will not (a) violate any Law to which either Seller or the Company is subject, (b) violate any Charter Document, (c) violate any Order to which either Seller or the Company is a party or by which either Seller or the Company is bound, (d) require any Consent from any Person, including any Governmental Authority (each Consent set forth in Schedule 3.9 is referred to herein as a "Required Consent"), (e) breach any contract, agreement, or Permit of the Company, or (f) result in the creation of any Lien on any of the Assets of the Company.
No Conflict; Seller Consents. Except as set forth on Schedule 3.8, the execution, delivery and performance by Quest of this Agreement will not (a) violate any Law, (b) violate any Charter Document of Quest, (c) violate any Order to which Seller is a party or by which it is bound, (d) require any Consent from any Governmental Authority or any other third party with respect to any Material Contract, Material Lease or material Permit of Seller, except to comply with the HSR Act, if applicable, (e) violate or breach any Material Contract, Material Lease or material Permit of Seller or (f) result in the creation of any Lien on any assets of Seller.
