Common use of No Violation; Third Party Consents Clause in Contracts

No Violation; Third Party Consents. Assuming the receipt of all necessary approvals of the Bankruptcy Court and assuming that all consents, waivers, approvals, orders and authorizations set forth in Schedule 6.3.1 have been obtained and all registrations, qualifications, designations, declarations or filings with any Governmental Authorities set forth in Schedule 6.3.2 have been made, the execution and delivery by such Seller of this Agreement and the ancillary agreements contemplated hereunder, the performance by such Seller of its obligations hereunder and thereunder, and the consummation by such Seller of the transactions contemplated hereby and thereby, will not conflict with or violate, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, give rise to any right of termination, amendment, modification, acceleration or cancellation of any obligation or loss of any benefit under, result in the creation of any Encumbrance on any of the Purchased Assets pursuant to, or require such Seller to obtain any consent, waiver, approval or action of, make any filing with, or give any notice to any Person as a result of or under, the terms and provisions of (a) the Certificate of Incorporation, Certificate of Formation, Bylaws or Limited Liability Company Agreement, as applicable, of Seller, (b) any currently enforceable Contract and Real Property Lease to which such Seller is a party or by which any of the Purchased Assets are bound or (c) any Law applicable to such Seller or any of the Purchased Assets, or any governmental order by which such Seller or any of the Purchased Assets is in any way bound or obligated, except, in the case of clauses (b) and (c) of this Section 6.3.1, as would not have a Material Adverse Effect on the ability of Sellers to perform (i) their obligations under this Agreement or to consummate on a timely basis the transactions contemplated hereby, or (ii) the obligations under any ancillary agreement contemplated hereunder or to consummate on a timely basis the transactions contemplated thereby. No consent, waiver, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any Governmental Authority is required on the part of such Seller in connection with (x) the execution and delivery by such Seller of this Agreement, the performance by such Seller of its obligations hereunder, and the consummation by such Seller of the transactions contemplated hereby, or (y) the execution and delivery by such Seller of the ancillary agreements contemplated hereunder, the performance by such Seller of its obligations contemplated thereby, and the consummation by such Seller of the transactions contemplated thereby, except (a) as set forth in Schedule 6.3.2, (b) all applicable approvals of the Bankruptcy Court, and (c) where the failure to obtain such consent, waiver, approval, order or authorization, or to make such registration, qualification, designation, declaration or filing, would not, as of the date hereof, give rise to a Material Adverse Effect.

No Violation; Third Party Consents. Assuming the receipt of all necessary approvals of the Bankruptcy Court and assuming that all consents, waivers, approvals, orders and authorizations set forth in Schedule 6.3.1 5.4 hereto have been obtained and all registrations, qualifications, designations, declarations or filings with any Governmental Authorities set forth in Schedule 6.3.2 5.4 hereto have been made, and except as set forth in Schedule 5.3 hereto, the execution and delivery by such Seller the Purchaser of this Agreement and the ancillary agreements contemplated hereunderOperative Agreements to which it is a party, the performance by such Seller the Purchaser of its obligations hereunder and thereunder, and the consummation by such Seller the Purchaser of the transactions contemplated hereby and thereby, and the assumption and performance of the Assumed Liabilities, will not conflict with or violate, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, give rise to any right of termination, amendment, modification, acceleration or cancellation of any obligation or loss of any benefit under, result in the creation of any Encumbrance other than a Permitted Encumbrance on any of the Purchased Assets assets or properties of the Purchaser pursuant to, or require such Seller the Purchaser to obtain any consent, waiver, approval or action of, make any filing with, or give any notice to any Person as a result of or under, the terms and or provisions of of (ai) the Certificate certificate of Incorporation, Certificate incorporation and by-laws of Formation, Bylaws or Limited Liability Company Agreement, as applicable, of Sellerthe Purchaser, (bii) any currently enforceable Contract and Real Property Lease to which such Seller the Purchaser is a party or by which any of the Purchased Assets are bound is bound, or (ciii) any Law applicable to such Seller or any of the Purchased AssetsPurchaser, or any governmental order Governmental Order issued by a Governmental Authority by which such Seller or any of the Purchased Assets Purchaser is in any way bound or obligated, except, in the case of clauses (bii) and (ciii) of this Section 6.3.15.3, as would not have a Material Adverse Effect material adverse effect on the ability of Sellers the Purchaser to perform (i) their its obligations under this Agreement and the Operative Agreements to which it is a party, to assume and perform the Assumed Liabilities or to consummate on a timely basis the transactions contemplated hereby, hereby or (ii) the obligations under any ancillary agreement contemplated hereunder or to consummate on a timely basis the transactions contemplated thereby. No consent, waiver, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any Governmental Authority is required on the part of such Seller in connection with (x) the execution and delivery by such Seller of this Agreement, the performance by such Seller of its obligations hereunder, and the consummation by such Seller of the transactions contemplated hereby, or (y) the execution and delivery by such Seller of the ancillary agreements contemplated hereunder, the performance by such Seller of its obligations contemplated thereby, and the consummation by such Seller of the transactions contemplated thereby, except (a) as set forth in Schedule 6.3.2, (b) all applicable approvals of the Bankruptcy Court, and (c) where the failure to obtain such consent, waiver, approval, order or authorization, or to make such registration, qualification, designation, declaration or filing, would not, as of the date hereof, give rise to a Material Adverse Effect.

No Violation; Third Party Consents. Assuming the receipt of all necessary approvals of the Bankruptcy Court and assuming that all consents, waivers, approvals, orders and authorizations described in Section 3.4 and those set forth in on Schedule 6.3.1 3.3 have been obtained and all registrations, qualifications, designations, declarations or filings with any Governmental Authorities set forth Authority described in Schedule 6.3.2 Section 3.4 have been made, and except as set forth on Schedule 3.3, the execution and delivery by such Seller and the Selling Affiliates, as applicable, of this Agreement and the ancillary agreements contemplated hereunderTransaction Agreements to which Seller or any Selling Affiliate is a party, the performance by such Seller or any Selling Affiliate of its obligations hereunder and thereunder, and the consummation by such Seller and the Selling Affiliates of the transactions contemplated hereby Transaction, will not require the consent or waiver of any third party and thereby, will not conflict with or violate, result in a breach of, constitute a default (with or event which with the giving of without notice or lapse of time, or both, would become a default) under, or give rise to any right of termination, amendment, modification, cancellation or acceleration or cancellation of any obligation or loss of any benefit under, result in the creation of any Encumbrance on any of the Purchased Assets pursuant to, or require such Seller to obtain any consent, waiver, approval or action of, make any filing with, or give any notice to any Person as a result of or under, the terms and provisions of of (a) the Certificate Organizational Documents of Incorporation, Certificate of Formation, Bylaws Seller or Limited Liability Company Agreement, as applicable, of Sellerany Selling Affiliate, (b) any currently enforceable Contract and of Seller or a Selling Affiliate, (c) any Real Property Lease to which such Seller is a party or by which any of the Purchased Assets are bound or Lease, (cd) any Law applicable to such Seller the Business or any of the Purchased Assets, or (e) any governmental order Governmental Order issued by a Governmental Authority by which such the Business, Seller or any of the Selling Affiliate or any Purchased Assets Asset is in any way bound or obligatedobligated or (f) create any Encumbrance (other than a Permitted Encumbrance) upon any Purchased Asset, except, in the case of clauses (b), (c), (d) and (ce) of this Section 6.3.13.3, as would not have a Material Adverse Effect on the ability of Sellers to perform (i) their obligations under this Agreement or to consummate on a timely basis the transactions contemplated hereby, or (ii) the obligations under any ancillary agreement contemplated hereunder or to consummate on a timely basis the transactions contemplated thereby. No consent, waiver, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any Governmental Authority is required on the part of such Seller in connection with (x) the execution and delivery by such Seller of this Agreement, the performance by such Seller of its obligations hereunder, and the consummation by such Seller of the transactions contemplated hereby, or (y) the execution and delivery by such Seller of the ancillary agreements contemplated hereunder, the performance by such Seller of its obligations contemplated thereby, and the consummation by such Seller of the transactions contemplated thereby, except (a) as set forth in Schedule 6.3.2, (b) all applicable approvals of the Bankruptcy Court, and (c) where the failure to obtain such consent, waiver, approval, order or authorization, or to make such registration, qualification, designation, declaration or filing, would not, as of individually or in the date hereofaggregate, give rise reasonably be expected to have a Material Adverse Effect.

No Violation; Third Party Consents. Assuming the receipt of all necessary approvals of the Bankruptcy Court and assuming that all consents, waivers, approvals, orders and authorizations set forth described in Schedule 6.3.1 Section 5.4 hereto have been obtained and all registrations, qualifications, designations, declarations or filings with any Governmental Authorities set forth described in Schedule 6.3.2 Section 5.4 hereto have been made, the execution and delivery by such Seller Buyer of this Agreement and the ancillary agreements contemplated hereunderTransaction Documents to which it will be party, the performance by such Seller Buyer of its obligations hereunder and thereunder, and the consummation by such Seller Buyer of the transactions contemplated hereby and thereby, and the assumption and performance of the Assumed Liabilities, will not conflict with or violate, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, give rise to any right of termination, amendment, modification, acceleration or cancellation of any obligation or loss of any benefit under, result in the creation of any Encumbrance other than a Permitted Encumbrance on any of the Purchased Assets assets or properties of Buyer pursuant to, or require such Seller Buyer to obtain any consent, waiver, approval or action of, make any filing with, or give any notice to any Person as a result of result, or under, under the terms and or provisions of of (ai) the Certificate organizational documents of Incorporation, Certificate of Formation, Bylaws or Limited Liability Company Agreement, as applicable, of SellerBuyer, (bii) any currently enforceable Contract contract, agreement, non-governmental license, sales and Real Property Lease purchase orders, indenture, note, bond, instrument, lease, conditional sales contract, mortgage, license, franchise agreement, concession agreement, security interest, guaranty, binding commitment or other agreement to which such Seller Buyer is a party or by which any of the Purchased Assets are bound is bound, or (ciii) any Law applicable to such Seller or any of the Purchased AssetsBuyer, or any governmental order Governmental Order issued by a Governmental Authority by which such Seller or any of the Purchased Assets Buyer is in any way bound or obligated, except, in the case of clauses (bii) and (ciii) of this Section 6.3.15.3, as would not have a Material Adverse Effect material adverse effect on the ability of Sellers Buyer to perform (i) their its obligations under this Agreement and the Transaction Documents to which it will be party, to assume and perform the Assumed Liabilities or to consummate on a timely basis the transactions contemplated hereby, hereby or (ii) the obligations under any ancillary agreement contemplated hereunder or to consummate on a timely basis the transactions contemplated thereby. No consent, waiver, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any Governmental Authority is required on the part of such Seller in connection with (x) the execution and delivery by such Seller of this Agreement, the performance by such Seller of its obligations hereunder, and the consummation by such Seller of the transactions contemplated hereby, or (y) the execution and delivery by such Seller of the ancillary agreements contemplated hereunder, the performance by such Seller of its obligations contemplated thereby, and the consummation by such Seller of the transactions contemplated thereby, except (a) as set forth in Schedule 6.3.2, (b) all applicable approvals of the Bankruptcy Court, and (c) where the failure to obtain such consent, waiver, approval, order or authorization, or to make such registration, qualification, designation, declaration or filing, would not, as of the date hereof, give rise to a Material Adverse Effect.

No Violation; Third Party Consents. Assuming the receipt of all necessary approvals of the Bankruptcy Court and assuming that all consents, waivers, approvals, orders and authorizations set forth described in Schedule 6.3.1 Section 5.4 have been obtained and all registrations, qualifications, designations, declarations or filings with any Governmental Authorities described in Section 5.4 have been made, and except as set forth in Schedule 6.3.2 have been made5.3, the execution and delivery by such Seller the Purchaser of this Agreement and the ancillary agreements contemplated hereunderOperative Agreements to which it is a party, the performance by such Seller the Purchaser of its obligations hereunder and thereunder, and the consummation by such Seller the Purchaser of the transactions contemplated hereby and thereby, and the assumption and performance of the Assumed Liabilities, will not conflict with or violate, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, give rise to any right of termination, amendment, modification, acceleration or cancellation of any obligation or loss of any benefit under, result in the creation of any Encumbrance other than a Permitted Encumbrance on any of the Purchased Assets assets or properties of the Purchaser pursuant to, or require such Seller the Purchaser to obtain any consent, waiver, approval or action of, make any filing with, or give any notice to any Person as a result of or under, the terms and or provisions of of (ai) the Certificate Organizational Documents of Incorporation, Certificate of Formation, Bylaws or Limited Liability Company Agreement, as applicable, of Sellerthe Purchaser, (bii) any currently enforceable material Contract and Real Property Lease to which such Seller the Purchaser is a party or by which any of the Purchased Assets are bound is bound, or (ciii) any Law applicable to such Seller or any of the Purchased AssetsPurchaser, or any governmental order Governmental Order issued by a Governmental Authority by which such Seller or any of the Purchased Assets Purchaser is in any way bound or obligated, except, in the case of clauses (b) and (c) of this Section 6.3.1, as would not have a Material Adverse Effect on the ability of Sellers to perform (i) their obligations under this Agreement or to consummate on a timely basis the transactions contemplated hereby, or (ii) the obligations under any ancillary agreement contemplated hereunder or to consummate on a timely basis the transactions contemplated thereby. No consent, waiver, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any Governmental Authority is required on the part of such Seller in connection with (x) the execution and delivery by such Seller of this Agreement, the performance by such Seller of its obligations hereunder, and the consummation by such Seller of the transactions contemplated hereby, or (y) the execution and delivery by such Seller of the ancillary agreements contemplated hereunder, the performance by such Seller of its obligations contemplated thereby, and the consummation by such Seller of the transactions contemplated thereby, except (a) as set forth in Schedule 6.3.2, (b) all applicable approvals of the Bankruptcy Court, and (c) where the failure to obtain such consent, waiver, approval, order or authorization, or to make such registration, qualification, designation, declaration or filing, would not, as of the date hereof, give rise to a Material Adverse Effect.

No Violation; Third Party Consents. Assuming the receipt of all necessary approvals of the Bankruptcy Court and assuming that all consents, waivers, approvals, orders and authorizations set forth in Schedule 6.3.1 have been obtained and all registrations, qualifications, designations, declarations or filings with any Governmental Authorities set forth in Schedule 6.3.2 have been made, the execution and delivery by such Seller Buyer of this Agreement and the ancillary agreements contemplated hereunder, the performance by such Seller Xxxxx of its obligations hereunder and thereunder, and the consummation by such Seller Buyer of the transactions contemplated hereby and thereby, will not conflict with or violate, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, give rise to any right of termination, amendment, modification, acceleration or cancellation of any obligation or loss of any benefit under, result in the creation of any Encumbrance on any of the Purchased Assets assets or properties of Buyer pursuant to, or require such Seller Buyer to obtain any consent, waiver, approval or action of, make any filing with, or give any notice to any Person as a result of or under, the terms and provisions of (a) the Certificate terms or provisions of Incorporation, Certificate the organizational documents of Formation, Bylaws or Limited Liability Company Agreement, as applicable, of SellerBuyer, (b) any currently enforceable Contract and Real Property Lease contract to which such Seller Buyer is a party or by which any of the Purchased Assets are is bound or (c) any Law applicable to such Seller or any of the Purchased Assets, Buyer or any governmental order by which such Seller or any of the Purchased Assets Buyer is in any way bound or obligated, except, in the case of clauses (b) and (c) of this Section 6.3.17.3.1, as would not have a Material Adverse Effect material adverse effect on the ability of Sellers Buyer to perform (i) their its obligations under this Agreement and the ancillary agreements contemplated hereunder, or to consummate on a timely basis the transactions contemplated hereby, hereby or (ii) the obligations under any ancillary agreement contemplated hereunder or to consummate on a timely basis the transactions contemplated thereby. No consent, waiver, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any Governmental Authority is required on the part of such Seller Buyer in connection with (x) the execution and delivery by such Seller Buyer of this Agreement, the performance by such Seller of its obligations hereunder, Agreement and the consummation by such Seller of the transactions contemplated hereby, or (y) the execution and delivery by such Seller of the ancillary agreements contemplated hereunder, the performance by such Seller Xxxxx of its obligations contemplated therebyhereunder and thereunder, and the consummation by such Seller Buyer of the transactions contemplated hereby and thereby, except (a) as set forth in Schedule 6.3.2, 6.3.2 and (b) all applicable approvals of the Bankruptcy Court, and (c) where the failure to obtain such consent, waiver, approval, order or authorization, or to make such registration, qualification, designation, declaration or filing, would notnot have a material adverse effect on the ability of Buyer to perform its obligations under this Agreement and the ancillary agreements contemplated hereunder, as of or to consummate on a timely basis the date hereof, give rise to a Material Adverse Effecttransactions contemplated hereby or thereby.

No Violation; Third Party Consents. Assuming the receipt of all necessary approvals of the Bankruptcy Court and assuming that all consents, waivers, approvals, orders and authorizations set forth in Schedule 6.3.1 4.4 hereto have been obtained and all registrations, qualifications, designations, declarations or filings with any Governmental Authorities set forth in Schedule 6.3.2 4.4 hereto have been made, and except as set forth in Schedule 4.3 hereto, the execution and delivery by such the Seller of this Agreement and the ancillary agreements contemplated hereunderSeller Documents, the performance by such the Seller of its obligations hereunder and thereunder, and the consummation by such the Seller of the transactions contemplated hereby and thereby, will not conflict with or violateviolate in any respect, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, give rise to any right of termination, amendment, modification, acceleration or cancellation of any obligation or loss of any benefit under, result in the creation of any Encumbrance other than a Permitted Encumbrance on any of the Purchased Assets pursuant to, or require such the Seller to obtain any consent, waiver, approval or action of, make any filing with, or give any notice to any Person as a result of or under, the terms and provisions of of (ai) the Certificate Seller Articles of Incorporation, Certificate of Formation, Bylaws Incorporation or Limited Liability Company Agreement, as applicable, of Sellerthe Seller Bylaws, (bii) any currently enforceable Material Business Contract and Real Property Lease or Business License to which such the Seller is a party or by which any of the Purchased Assets are bound is bound, or (ciii) any Law applicable to such the Seller or any of the Purchased Assets, or any governmental order Governmental Order issued by a Governmental Authority by which such the Seller or any of the Purchased Assets is in any way bound or obligated, except, in the case of clauses (bii) and (ciii) of this Section 6.3.14.3, as would not have a Material Adverse Effect on not, individually or in the ability of Sellers to perform (i) their obligations under this Agreement or to consummate on a timely basis the transactions contemplated herebyaggregate, have, or (ii) the obligations under any ancillary agreement contemplated hereunder or could reasonably be expected to consummate on a timely basis the transactions contemplated thereby. No consenthave, waiver, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any Governmental Authority is required on the part of such Seller in connection with (x) the execution and delivery by such Seller of this Agreement, the performance by such Seller of its obligations hereunder, and the consummation by such Seller of the transactions contemplated hereby, or (y) the execution and delivery by such Seller of the ancillary agreements contemplated hereunder, the performance by such Seller of its obligations contemplated thereby, and the consummation by such Seller of the transactions contemplated thereby, except (a) as set forth in Schedule 6.3.2, (b) all applicable approvals of the Bankruptcy Court, and (c) where the failure to obtain such consent, waiver, approval, order or authorization, or to make such registration, qualification, designation, declaration or filing, would not, as of the date hereof, give rise to a Material Adverse Effect.

No Violation; Third Party Consents. Assuming the receipt of all necessary approvals of the Bankruptcy Court and assuming that all consents, waivers, approvals, orders and authorizations set forth in Schedule 6.3.1 4.4 hereto have been obtained and all registrations, qualifications, designations, declarations or filings with any Governmental Authorities set forth in Schedule 6.3.2 4.4 hereto have been made, and except as set forth in Schedule 4.3 hereto, the execution and delivery by such Seller of this Agreement and the ancillary agreements contemplated hereunderOperative Agreements to which it is a party, the performance by such Seller of its obligations hereunder and thereunder, and the consummation by such Seller of the transactions contemplated hereby and thereby, will not conflict with or violate, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, give rise to any right of termination, amendment, modification, acceleration or cancellation of any obligation or loss of any benefit under, result in the creation of any Encumbrance other than a Permitted Encumbrance on any of the Purchased Assets pursuant to, or require such Seller it to obtain any consent, waiver, approval or action of, make any filing with, or give any notice to any Person as a result of or under, the terms and provisions of of (ai) the Certificate Sellers Articles of IncorporationIncorporation or the Sellers Bylaws (as to Lakeland, Certificate of Formation, Bylaws Florida Holdings or Limited Liability Company Agreement, as applicable, of SellerHouma), (bii) the NYTMS Declaration of Trust (as to NYTMS), (iii) any currently enforceable Contract and Real Property Lease to which such Seller is a party or by which any of the Purchased Assets being sold by it are bound bound, or (civ) any Law applicable to such Seller or any of the Purchased AssetsAssets being sold by it, or any governmental order Governmental Order issued by a Governmental Authority by which such Seller or any of the Purchased Assets being sold by it is in any way bound or obligated, except, in the case of clauses any Law under clause (b) and (civ) of this Section 6.3.14.3, as would not reasonably be expected to have a Material Adverse Effect on the ability of Sellers to perform (i) their obligations under this Agreement or to consummate on a timely basis the transactions contemplated hereby, or (ii) the obligations under any ancillary agreement contemplated hereunder or to consummate on a timely basis the transactions contemplated thereby. No consent, waiver, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any Governmental Authority is required on the part of such Seller in connection with (x) the execution and delivery by such Seller of this Agreement, the performance by such Seller of its obligations hereunder, and the consummation by such Seller of the transactions contemplated hereby, or (y) the execution and delivery by such Seller of the ancillary agreements contemplated hereunder, the performance by such Seller of its obligations contemplated thereby, and the consummation by such Seller of the transactions contemplated thereby, except (a) as set forth in Schedule 6.3.2, (b) all applicable approvals of the Bankruptcy Court, and (c) where the failure to obtain such consent, waiver, approval, order or authorization, or to make such registration, qualification, designation, declaration or filing, would not, as of the date hereof, give rise to a Material Adverse Effect.

No Violation; Third Party Consents. Assuming the receipt of all necessary approvals of the Bankruptcy Court and assuming that all consents, waivers, approvals, orders and authorizations set forth in Schedule 6.3.1 4.4 hereto have been obtained and all registrations, qualifications, designations, declarations or filings with any Governmental Authorities set forth in Schedule 6.3.2 4.4 hereto have been made, and except as set forth in Schedule 4.3 hereto, the execution and delivery by such the Seller of this Agreement and the ancillary agreements contemplated hereunderSeller Documents, the performance by such the Seller of its obligations hereunder and thereunder, and the consummation by such the Seller of the transactions contemplated hereby and thereby, will not conflict with or violateviolate in any material respect, constitute a material default (or event which with the giving of notice or lapse of time, or both, would become a material default) under, give rise to any right of termination, amendment, modification, acceleration or cancellation of any material obligation or loss of any material benefit under, result in the creation of any Encumbrance other than a Permitted Encumbrance on any of the Purchased Assets pursuant to, or require such the Seller to obtain any consent, waiver, approval or action of, make any filing with, or give any notice to any Person as a result of or under, the terms and provisions of of (ai) the Certificate Seller Articles of Incorporation, Certificate of Formation, Bylaws Incorporation or Limited Liability Company Agreement, as applicable, of Sellerthe Seller Bylaws, (bii) any currently enforceable Contract and Real Property Lease to which such the Seller is a party or by which any of the Purchased Assets are bound is bound, or (ciii) any Law applicable to such the Seller or any of the Purchased Assets, or any governmental order Governmental Order issued by a Governmental Authority by which such the Seller or any of the Purchased Assets is in any way bound or obligated, except, in the case of clauses (bii) and (ciii) of this Section 6.3.14.3, as would not have a Material Adverse Effect on the ability of Sellers to perform (i) their obligations under this Agreement or to consummate on a timely basis the transactions contemplated herebynot, in any individual case, or (ii) in the obligations under any ancillary agreement contemplated hereunder or to consummate on a timely basis the transactions contemplated thereby. No consentaggregate, waiver, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any Governmental Authority is required on the part of such Seller in connection with (x) the execution and delivery by such Seller of this Agreement, the performance by such Seller of its obligations hereunder, and the consummation by such Seller of the transactions contemplated hereby, or (y) the execution and delivery by such Seller of the ancillary agreements contemplated hereunder, the performance by such Seller of its obligations contemplated thereby, and the consummation by such Seller of the transactions contemplated thereby, except (a) as set forth in Schedule 6.3.2, (b) all applicable approvals of the Bankruptcy Court, and (c) where the failure to obtain such consent, waiver, approval, order or authorization, or to make such registration, qualification, designation, declaration or filing, would not, as of the date hereof, give rise to have a Material Adverse Effect.

No Violation; Third Party Consents. Assuming the receipt of all necessary approvals of the Bankruptcy Court and assuming that all filings, consents, waivers, permits, approvals, orders orders, notices and authorizations set forth in on Schedule 6.3.1 4.3 hereto (the “Consents”) have been obtained and the FCC Consent and all other consents of, and all registrations, qualifications, designations, declarations or filings with with, any Governmental Authorities set forth in on Schedule 6.3.2 4.4 hereto have been obtained or made, the execution and delivery by such Seller of this Agreement and by each of TSG Company of the ancillary agreements contemplated hereunderother Transaction Documents to which it is or is to become a party, the performance by such Seller each TSG Company of its obligations hereunder and thereunder, thereunder and the consummation by such Seller each of TSG Company of the transactions contemplated hereby and thereby, as applicable to such party, do not and will not conflict with or violateviolate in any material respect, constitute a material default (or event which with the giving of notice or lapse of time, or both, would become a material default) under, give rise to any right of termination, material amendment, material modification, acceleration or cancellation of any material obligation or loss of any material benefit under, result in the creation of any Encumbrance other than a Permitted Encumbrance on any of the Purchased Assets assets or properties of any TSG Company pursuant to, or require such Seller any TSG Company to obtain any consent, waiver, approval or action of, make any filing with, consent or give any notice to any Person as a result of of, or under, the terms and or provisions of of (ai) the Certificate respective Organizational Documents of Incorporation, Certificate of Formation, Bylaws or Limited Liability Company Agreement, as applicable, of Sellerthe TSG Companies, (bii) any currently enforceable Contract and Real Property or Lease to which such Seller any of the TSG Companies is a party or is bound or by which any of the Purchased Assets properties or assets of any TSG Company are bound subject, or (ciii) any Law applicable to such Seller any TSG Company or any of the Purchased AssetsTSG Company’s properties or assets, or any governmental order Governmental Order issued by a Governmental Authority by which such Seller any TSG Company or any of the Purchased Assets is TSG Company’s properties or assets are in any way bound or obligated, except, in the case of clauses (bii) and (ciii) of this Section 6.3.14.3, as would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect Effect. The Consents and the items described on Schedule 4.4 hereto pertain only to the ability purchase and sale of Sellers the Purchased Interests pursuant to perform (i) their obligations under this Agreement or to consummate on a timely basis the transactions contemplated herebyAgreement, or (ii) the obligations under and neither any ancillary agreement contemplated hereunder or to consummate on a timely basis the transactions contemplated thereby. No consent, waiver, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, Consent nor any Governmental Authority Action which has not been obtained is required on the part of such Seller in connection with (x) the execution and delivery by such Seller of this AgreementInterim Asset Transfer; provided, however, that the performance by such Seller of its obligations hereunder, and the consummation by such Seller consent of the transactions contemplated hereby, or lenders under the TSG Loans to the Interim Asset Transfer is subject to the delivery of certain documents (ythe “TSG Lender Deliveries”) the execution and delivery by to such Seller of the ancillary agreements contemplated hereunder, the performance by such Seller of its obligations contemplated thereby, and the consummation by such Seller of the transactions contemplated thereby, except (a) as set forth in Schedule 6.3.2, (b) all applicable approvals of the Bankruptcy Court, and (c) where the failure to obtain such consent, waiver, approval, order or authorization, or to make such registration, qualification, designation, declaration or filing, would not, as of the date hereof, give rise to a Material Adverse Effectlenders.

No Violation; Third Party Consents. Assuming the receipt of all necessary approvals of the Bankruptcy Court and assuming that all consents, waivers, approvals, orders and authorizations set forth in Schedule 6.3.1 5.4 hereto have been obtained and all registrations, qualifications, designations, declarations or filings with any Governmental Authorities set forth in Schedule 6.3.2 5.4 hereto have been made, and except as set forth in Schedule 5.3 hereto, the execution and delivery by such Seller the Purchaser of this Agreement and the ancillary agreements contemplated hereunderOperative Agreements to which it is a party, the performance by such Seller the Purchaser of its obligations hereunder and thereunder, and the consummation by such Seller the Purchaser of the transactions contemplated hereby and thereby, and the assumption and performance of the Assumed Liabilities, will not conflict with or violate, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, give rise to any right of termination, amendment, modification, acceleration or cancellation of any obligation or loss of any benefit under, result in the creation of any Encumbrance other than a Permitted Encumbrance on any of the Purchased Assets assets or properties of the Purchaser pursuant to, or require such Seller the Purchaser to obtain any consent, waiver, approval or action of, make any filing with, or give any notice to any Person as a result of or under, the terms and or provisions of of (ai) the Certificate organizational documents of Incorporation, Certificate of Formation, Bylaws or Limited Liability Company Agreement, as applicable, of Sellerthe Purchaser, (bii) any currently enforceable Contract and Real Property Lease to which such Seller the Purchaser is a party or by which any of the Purchased Assets are bound is bound, or (ciii) any Law applicable to such Seller or any of the Purchased AssetsPurchaser, or any governmental order Governmental Order issued by a Governmental Authority by which such Seller or any of the Purchased Assets Purchaser is in any way bound or obligated, except, in the case of clauses and Law under clause (b) and (ciii) of this Section 6.3.15.3, as would not have a Material Adverse Effect material adverse effect on the ability of Sellers the Purchaser to perform (i) their its obligations under this Agreement and the Operative Agreements to which it is a party, to assume and perform the Assumed Liabilities or to consummate on a timely basis the transactions contemplated hereby, hereby or (ii) the obligations under any ancillary agreement contemplated hereunder or to consummate on a timely basis the transactions contemplated thereby. No consent, waiver, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any Governmental Authority is required on the part of such Seller in connection with (x) the execution and delivery by such Seller of this Agreement, the performance by such Seller of its obligations hereunder, and the consummation by such Seller of the transactions contemplated hereby, or (y) the execution and delivery by such Seller of the ancillary agreements contemplated hereunder, the performance by such Seller of its obligations contemplated thereby, and the consummation by such Seller of the transactions contemplated thereby, except (a) as set forth in Schedule 6.3.2, (b) all applicable approvals of the Bankruptcy Court, and (c) where the failure to obtain such consent, waiver, approval, order or authorization, or to make such registration, qualification, designation, declaration or filing, would not, as of the date hereof, give rise to a Material Adverse Effect.

No Violation; Third Party Consents. Assuming the receipt of all necessary approvals of the Bankruptcy Court and assuming that all consents, waivers, approvals, orders and authorizations set forth in Schedule 6.3.1 4.4 hereto have been obtained and all registrations, qualifications, designations, declarations or filings with any Governmental Authorities set forth in Schedule 6.3.2 4.4 hereto have been made, and, subject to the NYT Board Approval, except as set forth in Schedule 4.3 hereto, the execution and delivery by such the Seller of this Agreement and the ancillary agreements contemplated hereunderOperative Agreements, the performance by such the Seller of its obligations hereunder and thereunder, and the consummation by such the Seller of the transactions contemplated hereby and thereby, will not conflict with or violate, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, give rise to any right of termination, amendment, modification, acceleration or cancellation of any obligation or loss of any benefit under, result in the creation of any Encumbrance other than a Permitted Encumbrance on any of the Purchased Assets Intangible Property pursuant to, or require such Seller it to obtain any consent, waiver, approval or action of, make any filing withwith (other than filings required by applicable securities Laws or the rules of the New York Stock Exchange), or give any notice to any Person as a result of or under, the terms and provisions of of (ai) the Certificate Seller's Declaration of Incorporation, Certificate of Formation, Bylaws or Limited Liability Company Agreement, as applicable, of SellerTrust, (bii) any currently enforceable Contract and Real Property Lease to which such Seller is a party or by which any of the Purchased Assets are bound material NYTMS Licenses, or (ciii) any Law applicable to such the Seller or any of the Purchased AssetsIntangible Property or NYTMS Licenses being sold by it, or any governmental order Governmental Order issued by a Governmental Authority by which such the Seller or any of the Purchased Assets Intangible Property being sold by it is in any way bound or obligated, except, in the case of clauses (b) and (c) of this Section 6.3.1, as would not have a Material Adverse Effect on the ability of Sellers to perform (i) their obligations under this Agreement or to consummate on a timely basis the transactions contemplated hereby, or (ii) the obligations under any ancillary agreement contemplated hereunder or to consummate on a timely basis the transactions contemplated thereby. No consent, waiver, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any Governmental Authority is required on the part of such Seller in connection with (x) the execution and delivery by such Seller of this Agreement, the performance by such Seller of its obligations hereunder, and the consummation by such Seller of the transactions contemplated hereby, or (y) the execution and delivery by such Seller of the ancillary agreements contemplated hereunder, the performance by such Seller of its obligations contemplated thereby, and the consummation by such Seller of the transactions contemplated thereby, except (a) as set forth in Schedule 6.3.2, (b) all applicable approvals of the Bankruptcy Court, and (c) where the failure to obtain such consent, waiver, approval, order or authorization, or to make such registration, qualification, designation, declaration or filing, would not, as of the date hereof, give rise to a Material Adverse Effect.

No Violation; Third Party Consents. Assuming the receipt of all necessary approvals of the Bankruptcy Court and assuming that all consents, waivers, approvals, orders and authorizations set forth in Schedule 6.3.1 have been obtained and all registrations, qualifications, designations, declarations or filings with any Governmental Authorities set forth in Schedule 6.3.2 have been made, the execution and delivery by such Seller Buyer of this Agreement and the ancillary agreements contemplated hereunder, the performance by such Seller Buyer of its obligations hereunder and thereunder, and the consummation by such Seller Buyer of the transactions contemplated hereby and thereby, will not conflict with or violate, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, give rise to any right of termination, amendment, modification, acceleration or cancellation of any obligation or loss of any benefit under, result in the creation of any Encumbrance on any of the Purchased Assets assets or properties of Buyer pursuant to, or require such Seller Buyer to obtain any consent, waiver, approval or action of, make any filing with, or give any notice to any Person as a result of or under, the terms and provisions of (a) the Certificate terms or provisions of Incorporation, Certificate the organizational documents of Formation, Bylaws or Limited Liability Company Agreement, as applicable, of SellerBuyer, (b) any currently enforceable Contract and Real Property Lease contract to which such Seller Buyer is a party or by which any of the Purchased Assets are is bound or (c) any Law applicable to such Seller or any of the Purchased Assets, Buyer or any governmental order by which such Seller or any of the Purchased Assets Buyer is in any way bound or obligated, except, in the case of clauses (b) and (c) of this Section 6.3.17.3.1, as would not have a Material Adverse Effect material adverse effect on the ability of Sellers Buyer to perform (i) their its obligations under this Agreement and the ancillary agreements contemplated hereunder, or to consummate on a timely basis the transactions contemplated hereby, hereby or (ii) the obligations under any ancillary agreement contemplated hereunder or to consummate on a timely basis the transactions contemplated thereby. No consent, waiver, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any Governmental Authority is required on the part of such Seller Buyer in connection with (x) the execution and delivery by such Seller Buyer of this Agreement, the performance by such Seller of its obligations hereunder, Agreement and the consummation by such Seller of the transactions contemplated hereby, or (y) the execution and delivery by such Seller of the ancillary agreements contemplated hereunder, the performance by such Seller Buyer of its obligations contemplated therebyhereunder and thereunder, and the consummation by such Seller Buyer of the transactions contemplated hereby and thereby, except (a) as set forth in Schedule 6.3.2, 6.3.2 and (b) all applicable approvals of the Bankruptcy Court, and (c) where the failure to obtain such consent, waiver, approval, order or authorization, or to make such registration, qualification, designation, declaration or filing, would notnot have a material adverse effect on the ability of Buyer to perform its obligations under this Agreement and the ancillary agreements contemplated hereunder, as of or to consummate on a timely basis the date hereof, give rise to a Material Adverse Effecttransactions contemplated hereby or thereby.

No Violation; Third Party Consents. Assuming the receipt of all necessary approvals of the Bankruptcy Court and assuming that all consents, waivers, approvals, orders and authorizations set forth in Schedule 6.3.1 4.4 hereto have been obtained and all registrations, qualifications, designations, declarations or filings with any Governmental Authorities set forth in Schedule 6.3.2 4.4 hereto have been made, and, subject to the NYT Board Approval, except as set forth in Schedule 4.3 hereto, the execution and delivery by such the Seller of this Agreement and the ancillary agreements contemplated hereunderOperative Agreements, the performance by such the Seller of its obligations hereunder and thereunder, and the consummation by such the Seller of the transactions contemplated hereby and thereby, will not conflict with or violate, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, give rise to any right of termination, amendment, modification, acceleration or cancellation of any obligation or loss of any benefit under, result in the creation of any Encumbrance other than a Permitted Encumbrance on any of the Purchased Assets pursuant to, or require such Seller it to obtain any consent, waiver, approval or action of, make any filing withwith (other than filings required by applicable securities Laws or the rules of the New York Stock Exchange), or give any notice to any Person as a result of or under, the terms and provisions of of (ai) the Seller's Certificate of Incorporation, Certificate of Formation, Bylaws Incorporation or Limited Liability Company Agreement, as applicable, of the Seller's Bylaws, (bii) any currently enforceable Material Business Contract and Real Property Lease to which such the Seller is a party or by which any of the Purchased Assets being sold by it are bound bound, or (ciii) any Law applicable to such Seller or any of the Purchased Assets, or any governmental order by which such Seller or any of the Purchased Assets being sold by it, or any Governmental Order issued by a Governmental Authority by which the Seller or any of the Purchased Assets being sold by it is in any way bound or obligated, except, in the case of clauses (b) and (c) of this Section 6.3.1, as would not have a Material Adverse Effect on the ability of Sellers to perform (i) their obligations under this Agreement or to consummate on a timely basis the transactions contemplated hereby, or (ii) the obligations under any ancillary agreement contemplated hereunder or to consummate on a timely basis the transactions contemplated thereby. No consent, waiver, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any Governmental Authority is required on the part of such Seller in connection with (x) the execution and delivery by such Seller of this Agreement, the performance by such Seller of its obligations hereunder, and the consummation by such Seller of the transactions contemplated hereby, or (y) the execution and delivery by such Seller of the ancillary agreements contemplated hereunder, the performance by such Seller of its obligations contemplated thereby, and the consummation by such Seller of the transactions contemplated thereby, except (a) as set forth in Schedule 6.3.2, (b) all applicable approvals of the Bankruptcy Court, and (c) where the failure to obtain such consent, waiver, approval, order or authorization, or to make such registration, qualification, designation, declaration or filing, would not, as of the date hereof, give rise to a Material Adverse Effect.