Common use of No Legal Bar; Conflicts Clause in Contracts

No Legal Bar; Conflicts. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, violates or will violate any provision of the Certificate of Incorporation or Bylaws of Parent or Citadel, or any law, rule, regulation, writ, judgment, injunction, decree, determination, award or other order of any Governmental Authority, or violates or will violate, or conflicts with or will conflict with, or will result in any breach of any of the terms of, or constitutes or will constitute a default under or results in or will result in the termination of or the creation or imposition of any Lien pursuant to the terms of, any contract, commitment, agreement, understanding or arrangement of any kind to which Parent or Citadel is a party or by which Parent, Citadel or any of their assets is bound. Except for the FCC Approval and the consents disclosed in CITADEL'S DISCLOSURE SCHEDULE, no consents, approvals or authorizations of, or filings with, any Governmental Authority or any other Person are required on the part of Parent or Citadel in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

No Legal Bar; Conflicts. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, violates or will violate any provision of the Certificate Articles of Incorporation or Bylaws of Parent Citadel or CitadelLicense Sub, or any law, rule, regulation, writ, judgment, injunction, decree, determination, award or other order of any Governmental Authority, or violates or will violate, or conflicts with or will conflict with, or will result in any breach of any of the terms of, or constitutes or will constitute a default under or results in or will result in the termination of or the creation or imposition of any Lien pursuant to to, the terms of, of any contract, commitment, agreement, understanding or arrangement of any kind to which Parent Citadel or Citadel License Sub is a party or by which ParentCitadel, Citadel License Sub or any of their the assets of Citadel or License Sub is bound. Except for the FCC Approval Approval, compliance with the HSR Act and the consents disclosed in SCHEDULE 4.0 to this Agreement ("CITADEL'S DISCLOSURE SCHEDULE"), no consents, approvals or authorizations of, or filings with, any Governmental Authority or any other Person are required on the part of Parent or Citadel in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

No Legal Bar; Conflicts. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, violates or will violate any provision of the Certificate Articles of Incorporation or Bylaws of Parent or Citadeleither Seller, or any law, rule, regulation, writ, judgment, injunction, decree, determination, award or other order of any Governmental Authority, or violates or will violate, or conflicts with or will conflict with, or will result in any breach of any of the terms of, or constitutes or will constitute a default under or results in or will result in the termination of or the creation or imposition of any Lien pursuant to to, the terms of, of any contract, commitment, agreement, understanding or arrangement of any kind to which Parent or Citadel either Seller is a party or by which Parent, Citadel either Seller or any of their the assets of either Seller is bound. Except for the FCC Approval and the consents disclosed in CITADEL'S SCHEDULE 4.0 to this Agreement ("SELLERS' DISCLOSURE SCHEDULE"), no consents, approvals or authorizations of, or filings with, any Governmental Authority or any other Person are required on the part of Parent or Citadel in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

No Legal Bar; Conflicts. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, violates or will violate any provision of the Certificate Articles of Incorporation or Bylaws of Parent or CitadelSeller, or any law, rule, regulation, writ, judgment, injunction, decree, determination, award or other order of any Governmental Authority, or violates or will violate, or conflicts with or will conflict with, or will result in any breach of any of the terms of, or constitutes or will constitute a default under or results in or will result in the termination of or the creation or imposition of any Lien pursuant to to, the terms of, of any contract, commitment, agreement, understanding or arrangement of any kind to which Parent or Citadel Seller is a party or by which Parent, Citadel Seller or any of their the assets of Seller is bound. Except for the FCC Approval Approval, compliance with the HSR Act and the consents disclosed in CITADELSCHEDULE 4.0 to this Agreement ("SELLER'S DISCLOSURE SCHEDULE"), no consents, approvals or authorizations of, or filings with, any Governmental Authority or any other Person are required on the part of Parent or Citadel in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

No Legal Bar; Conflicts. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, violates or will violate any provision of the Certificate Articles of Incorporation or Bylaws of Parent or Citadelthe Company, or any law, rule, regulation, writ, judgment, injunction, decree, determination, award or other order of any Governmental Authority, or violates or will violate, or conflicts with or will conflict with, or will result in any breach of any of the terms of, or constitutes or will constitute a default under or results in or will result in the termination of or the creation or imposition of any Lien pursuant to to, the terms of, of any contract, commitment, agreement, understanding or arrangement of any kind to which Parent or Citadel the Company is a party or by which Parent, Citadel the Company or any of their assets the Assets is bound. Except for the FCC Approval and the consents disclosed in CITADELCOMPANY'S DISCLOSURE SCHEDULE, no consents, approvals or authorizations of, or filings with, any Governmental Authority or any other Person are required on the part of Parent or Citadel in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

No Legal Bar; Conflicts. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, violates or will violate any provision of the Certificate Articles of Incorporation or Bylaws of Parent or Citadelthe Company, or any law, rule, regulation, writ, judgment, injunction, decree, determination, award or other order of any Governmental Authority, or violates or will violate, or conflicts with or will conflict with, or will result in any breach of any of the terms of, or constitutes or will constitute a default under or results in or will result in the termination of or the creation or imposition of any Lien pursuant to to, the terms of, of any contract, commitment, agreement, understanding or arrangement of any kind to which Parent or Citadel any of the SBC Companies is a party or by which Parent, Citadel any of the SBC Companies or any of their assets the Assets is bound. Except for the FCC Approval and the consents disclosed in CITADELCOMPANY'S DISCLOSURE SCHEDULE, no consents, approvals or authorizations of, or filings with, any Governmental Authority or any other Person are required on the part of Parent or Citadel in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.