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

No Violation; Third Party Consents. Assuming that all consents, waivers, approvals, orders and authorizations set forth in Schedule 5.4 hereto have been obtained and all registrations, qualifications, designations, declarations or filings with any Governmental Authorities set forth in Schedule 5.4 hereto have been made, and except as set forth in Schedule 5.3 hereto, the execution and delivery by the Purchaser of this Agreement and the Operative Agreements to which it is a party, the performance by the Purchaser of its obligations hereunder and thereunder, the consummation by 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 assets or properties of the Purchaser pursuant to, or require 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 or under, the terms or provisions of (i) the certificate of incorporation and by-laws of the Purchaser, (ii) any Contract to which the Purchaser is a party or is bound, or (iii) any Law applicable to the Purchaser, or any Governmental Order issued by a Governmental Authority by which the Purchaser is in any way bound or obligated, except, in the case of clauses (ii) and (iii) of this Section 5.3, as would not have a material adverse effect on the ability of the Purchaser to perform 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 or thereby.

No Violation; Third Party Consents. Assuming that all consents, waivers, approvals, orders and authorizations described in Section 3.4 and those set forth in on Schedule 5.4 hereto 3.3 have been obtained and all registrations, qualifications, designations, declarations or filings with any Governmental Authorities set forth Authority described in Schedule 5.4 hereto Section 3.4 have been made, and except as set forth in on Schedule 5.3 hereto3.3, the execution and delivery by Seller and the Purchaser Selling Affiliates, as applicable, of this Agreement and the Operative Transaction Agreements to which it Seller or any Selling Affiliate is a party, the performance by the Purchaser Seller or any Selling Affiliate of its obligations hereunder and thereunder, and the consummation by Seller and the Purchaser Selling Affiliates of the transactions contemplated hereby Transaction, will not require the consent or waiver of any third party and thereby, and the assumption and performance of the Assumed Liabilities, 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 other than a Permitted Encumbrance on any of the assets or properties of the Purchaser pursuant to, or require 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 or under, the terms or and provisions of (ia) the certificate Organizational Documents of incorporation and by-laws of the PurchaserSeller or any Selling Affiliate, (iib) any Contract to which the Purchaser is of Seller or a party or is boundSelling Affiliate, or (iiic) any Real Property Lease, (d) any Law applicable to the PurchaserBusiness or any of the Purchased Assets, or (e) any Governmental Order issued by a Governmental Authority by which the Purchaser Business, Seller or any Selling Affiliate or any Purchased 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 (iib), (c), (d) and (iiie) of this Section 5.33.3, as would not not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Purchaser to perform 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 or therebyMaterial Adverse Effect.

No Violation; Third Party Consents. Assuming that all consents, waivers, approvals, orders and authorizations set forth in Schedule 5.4 hereto have been obtained and all registrations, qualifications, designations, declarations or filings with any Governmental Authorities set forth in Schedule 5.4 hereto have been made, and except as set forth in Schedule 5.3 hereto, the execution and delivery by the Purchaser of this Agreement and the Operative Agreements to which it is a party, the performance by the Purchaser of its obligations hereunder and thereunder, the consummation by 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 assets or properties of the Purchaser pursuant to, or require 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 or under, the terms or provisions of (i) the certificate of incorporation and by-laws organizational documents of the Purchaser, (ii) any Contract to which the Purchaser is a party or is bound, or (iii) any Law applicable to the Purchaser, or any Governmental Order issued by a Governmental Authority by which the Purchaser is in any way bound or obligated, except, in the case of clauses (ii) and Law under clause (iii) of this Section 5.3, as would not have a material adverse effect on the ability of the Purchaser to perform 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 or thereby.

No Violation; Third Party Consents. Assuming that all consents, waivers, approvals, orders and authorizations set forth in Schedule 5.4 hereto 6.3.1 have been obtained and all registrations, qualifications, designations, declarations or filings with any Governmental Authorities set forth in Schedule 5.4 hereto 6.3.2 have been made, and except as set forth in Schedule 5.3 hereto, the execution and delivery by the Purchaser Buyer of this Agreement and the Operative Agreements to which it is a partyancillary agreements contemplated hereunder, the performance by the Purchaser Xxxxx of its obligations hereunder and thereunder, and the consummation by the Purchaser 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 assets or properties of the Purchaser Buyer pursuant to, or require the Purchaser 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, (a) the terms or provisions of (i) the certificate organizational documents of incorporation and by-laws of the PurchaserBuyer, (iib) any Contract currently enforceable contract to which the Purchaser Buyer is a party or is bound, bound or (iiic) any Law applicable to the Purchaser, Buyer or any Governmental Order issued by a Governmental Authority governmental order by which the Purchaser Buyer is in any way bound or obligated, except, in the case of clauses (iib) and (iiic) of this Section 5.37.3.1, as would not have a material adverse effect on the ability of the Purchaser Buyer to perform its obligations under this Agreement and the Operative Agreements ancillary agreements contemplated hereunder, or to which it consummate on a timely basis the transactions contemplated hereby or 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 Buyer in connection with the execution and delivery by Buyer of this Agreement and the ancillary agreements contemplated hereunder, the performance by Xxxxx of its obligations hereunder and thereunder, and the consummation by Buyer of the transactions contemplated hereby and thereby, except (a) as set forth in Schedule 6.3.2 and (b) where the failure to obtain such consent, waiver, approval, order or authorization, or to make such registration, qualification, designation, declaration or filing, would not have a partymaterial adverse effect on the ability of Buyer to perform its obligations under this Agreement and the ancillary agreements contemplated hereunder, to assume and perform the Assumed Liabilities or to consummate on a timely basis the transactions contemplated hereby or thereby.

No Violation; Third Party Consents. Assuming that all consents, waivers, approvals, orders and authorizations set forth described in Schedule Section 5.4 hereto have been obtained and all registrations, qualifications, designations, declarations or filings with any Governmental Authorities set forth described in Schedule Section 5.4 hereto have been made, and except as set forth in Schedule 5.3 hereto5.3, the execution and delivery by the Purchaser of this Agreement and the Operative Agreements to which it is a party, the performance by the Purchaser of its obligations hereunder and thereunder, the consummation by 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 assets or properties of the Purchaser pursuant to, or require 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 or under, the terms or provisions of (i) the certificate of incorporation and by-laws Organizational Documents of the Purchaser, (ii) any material Contract to which the Purchaser is a party or is bound, or (iii) any Law applicable to the Purchaser, or any Governmental Order issued by a Governmental Authority by which the Purchaser is in any way bound or obligated, except, in the case of clauses (ii) and (iii) of this Section 5.3, as would not have a material adverse effect on the ability of the Purchaser to perform 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 or thereby.

No Violation; Third Party Consents. Assuming that all consents, waivers, approvals, orders and authorizations set forth in Schedule 5.4 4.4 hereto have been obtained and all registrations, qualifications, designations, declarations or filings with any Governmental Authorities set forth in Schedule 5.4 4.4 hereto have been made, and except as set forth in Schedule 5.3 4.3 hereto, the execution and delivery by the Purchaser such Seller of this Agreement and the Operative Agreements to which it is a party, the performance by the Purchaser such Seller of its obligations hereunder and thereunder, and the consummation by the Purchaser such Seller 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 assets or properties of the Purchaser Purchased Assets pursuant to, or require the Purchaser it to obtain any consent, waiver, approval or action of, make any filing with, or give any notice to any Person as a result or under, the terms or and provisions of (i) the certificate Sellers Articles of incorporation and by-laws of Incorporation or the PurchaserSellers Bylaws (as to Lakeland, Florida Holdings or Houma), (ii) the NYTMS Declaration of Trust (as to NYTMS), (iii) any Contract to which the Purchaser such Seller is a party or is by which any of the Purchased Assets being sold by it are bound, or (iiiiv) any Law applicable to such Seller or any of the PurchaserPurchased Assets being sold by it, or any Governmental Order issued by a Governmental Authority by which such Seller or any of the Purchaser Purchased Assets being sold by it is in any way bound or obligated, except, in the case of clauses any Law under clause (ii) and (iiiiv) of this Section 5.34.3, as would not reasonably be expected to have a material adverse effect on the ability of the Purchaser to perform 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 or therebyMaterial Adverse Effect.

No Violation; Third Party Consents. Assuming that all consents, waivers, approvals, orders and authorizations set forth described in Schedule Section 5.4 hereto have been obtained and all registrations, qualifications, designations, declarations or filings with any Governmental Authorities set forth described in Schedule Section 5.4 hereto have been made, and except as set forth in Schedule 5.3 hereto, the execution and delivery by the Purchaser Buyer of this Agreement and the Operative Agreements Transaction Documents to which it is a will be party, the performance by the Purchaser Buyer of its obligations hereunder and thereunder, the consummation by the Purchaser 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 assets or properties of the Purchaser Buyer pursuant to, or require the Purchaser Buyer to obtain any consent, waiver, approval or action of, make any filing with, or give any notice to any Person as a result result, or under, under the terms or provisions of (i) the certificate organizational documents of incorporation and by-laws of the PurchaserBuyer, (ii) any Contract contract, agreement, non-governmental license, sales and 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 the Purchaser Buyer is a party or is bound, or (iii) any Law applicable to the PurchaserBuyer, or any Governmental Order issued by a Governmental Authority by which the Purchaser Buyer is in any way bound or obligated, except, in the case of clauses (ii) and (iii) of this Section 5.3, as would not have a material adverse effect on the ability of the Purchaser Buyer to perform its obligations under this Agreement and the Operative Agreements Transaction Documents to which it is a will be party, to assume and perform the Assumed Liabilities or to consummate on a timely basis the transactions contemplated hereby or thereby.

No Violation; Third Party Consents. Assuming that all filings, consents, waivers, permits, approvals, orders orders, notices and authorizations set forth in on Schedule 5.4 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 5.4 4.4 hereto have been obtained or made, and except as set forth in Schedule 5.3 hereto, the execution and delivery by the Purchaser Seller of this Agreement and by each of TSG Company of the Operative Agreements other Transaction Documents to which it is or is to become a party, the performance by the Purchaser each TSG Company of its obligations hereunder and thereunder, thereunder and the consummation by the Purchaser each of TSG Company of the transactions contemplated hereby and thereby, as applicable to such party, do not and the assumption and performance of the Assumed Liabilities, 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 assets or properties of the Purchaser any TSG Company pursuant to, or require the Purchaser 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, or under, the terms or provisions of (i) the certificate of incorporation and by-laws respective Organizational Documents of the PurchaserTSG Companies, (ii) any Contract or Lease to which any of the Purchaser TSG Companies is a party or is boundbound or by which any of the properties or assets of any TSG Company are subject, or (iii) any Law applicable to the Purchaserany TSG Company or any TSG Company’s properties or assets, or any Governmental Order issued by a Governmental Authority by which the Purchaser is any TSG Company or any TSG Company’s properties or assets are in any way bound or obligated, except, in the case of clauses (ii) and (iii) of this Section 5.34.3, as would not not, individually or in the aggregate, reasonably be expected to have a material adverse effect Material Adverse Effect. The Consents and the items described on Schedule 4.4 hereto pertain only to the ability purchase and sale of the Purchaser Purchased Interests pursuant to perform its obligations this Agreement, and neither any Consent nor any Governmental Action which has not been obtained is required in connection with the Interim Asset Transfer; provided, however, that the consent of the lenders under this Agreement and the Operative Agreements TSG Loans to which it the Interim Asset Transfer is a party, subject to assume and perform the Assumed Liabilities or delivery of certain documents (the “TSG Lender Deliveries”) to consummate on a timely basis the transactions contemplated hereby or therebysuch lenders.

No Violation; Third Party Consents. Assuming that all consents, waivers, approvals, orders and authorizations set forth in Schedule 5.4 4.4 hereto have been obtained and all registrations, qualifications, designations, declarations or filings with any Governmental Authorities set forth in Schedule 5.4 4.4 hereto have been made, and except as set forth in Schedule 5.3 4.3 hereto, the execution and delivery by the Purchaser Seller of this Agreement and the Operative Agreements to which it is a partySeller Documents, the performance by the Purchaser Seller of its obligations hereunder and thereunder, and the consummation by the Purchaser Seller of the transactions contemplated hereby and thereby, and the assumption and performance of the Assumed Liabilities, 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 assets or properties of the Purchaser Purchased Assets pursuant to, or require the Purchaser Seller to obtain any consent, waiver, approval or action of, make any filing with, or give any notice to any Person as a result or under, the terms or and provisions of (i) the certificate Seller Articles of incorporation and by-laws of Incorporation or the PurchaserSeller Bylaws, (ii) any Material Business Contract or Business License to which the Purchaser Seller is a party or by which any of the Purchased Assets is bound, or (iii) any Law applicable to the PurchaserSeller or any of the Purchased Assets, or any Governmental Order issued by a Governmental Authority by which the Purchaser Seller or any of the Purchased Assets is in any way bound or obligated, except, in the case of clauses (ii) and (iii) of this Section 5.34.3, as would not have not, individually or in the aggregate, have, or could reasonably be expected to have, a material adverse effect on the ability of the Purchaser to perform 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 or therebyMaterial Adverse Effect.

No Violation; Third Party Consents. Assuming that all consents, waivers, approvals, orders and authorizations set forth in Schedule 5.4 4.4 hereto have been obtained and all registrations, qualifications, designations, declarations or filings with any Governmental Authorities set forth in Schedule 5.4 4.4 hereto have been made, and except as set forth in Schedule 5.3 4.3 hereto, the execution and delivery by the Purchaser Seller of this Agreement and the Operative Agreements to which it is a partySeller Documents, the performance by the Purchaser Seller of its obligations hereunder and thereunder, and the consummation by the Purchaser Seller of the transactions contemplated hereby and thereby, and the assumption and performance of the Assumed Liabilities, 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 assets or properties of the Purchaser Purchased Assets pursuant to, or require the Purchaser Seller to obtain any consent, waiver, approval or action of, make any filing with, or give any notice to any Person as a result or under, the terms or and provisions of (i) the certificate Seller Articles of incorporation and by-laws of Incorporation or the PurchaserSeller Bylaws, (ii) any Contract to which the Purchaser Seller is a party or by which any of the Purchased Assets is bound, or (iii) any Law applicable to the PurchaserSeller or any of the Purchased Assets, or any Governmental Order issued by a Governmental Authority by which the Purchaser Seller or any of the Purchased Assets is in any way bound or obligated, except, in the case of clauses (ii) and (iii) of this Section 5.34.3, as would not not, in any individual case, or in the aggregate, have a material adverse effect on the ability of the Purchaser to perform 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 or therebyMaterial Adverse Effect.

No Violation; Third Party Consents. Assuming that all consents, waivers, approvals, orders and authorizations set forth in Schedule 5.4 hereto 6.3.1 have been obtained and all registrations, qualifications, designations, declarations or filings with any Governmental Authorities set forth in Schedule 5.4 hereto 6.3.2 have been made, and except as set forth in Schedule 5.3 hereto, the execution and delivery by the Purchaser Buyer of this Agreement and the Operative Agreements to which it is a partyancillary agreements contemplated hereunder, the performance by the Purchaser Buyer of its obligations hereunder and thereunder, and the consummation by the Purchaser 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 assets or properties of the Purchaser Buyer pursuant to, or require the Purchaser 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, (a) the terms or provisions of (i) the certificate organizational documents of incorporation and by-laws of the PurchaserBuyer, (iib) any Contract currently enforceable contract to which the Purchaser Buyer is a party or is bound, bound or (iiic) any Law applicable to the Purchaser, Buyer or any Governmental Order issued by a Governmental Authority governmental order by which the Purchaser Buyer is in any way bound or obligated, except, in the case of clauses (iib) and (iiic) of this Section 5.37.3.1, as would not have a material adverse effect on the ability of the Purchaser Buyer to perform its obligations under this Agreement and the Operative Agreements ancillary agreements contemplated hereunder, or to which it consummate on a timely basis the transactions contemplated hereby or 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 Buyer in connection with the execution and delivery by Buyer of this Agreement and the ancillary agreements contemplated hereunder, the performance by Buyer of its obligations hereunder and thereunder, and the consummation by Buyer of the transactions contemplated hereby and thereby, except (a) as set forth in Schedule 6.3.2 and (b) where the failure to obtain such consent, waiver, approval, order or authorization, or to make such registration, qualification, designation, declaration or filing, would not have a partymaterial adverse effect on the ability of Buyer to perform its obligations under this Agreement and the ancillary agreements contemplated hereunder, to assume and perform the Assumed Liabilities or to consummate on a timely basis the transactions contemplated hereby or thereby.

No Violation; Third Party Consents. Assuming that all consents, waivers, approvals, orders and authorizations set forth in Schedule 5.4 4.4 hereto have been obtained and all registrations, qualifications, designations, declarations or filings with any Governmental Authorities set forth in Schedule 5.4 4.4 hereto have been made, and and, subject to the NYT Board Approval, except as set forth in Schedule 5.3 4.3 hereto, the execution and delivery by the Purchaser Seller of this Agreement and the Operative Agreements to which it is a partyAgreements, the performance by the Purchaser Seller of its obligations hereunder and thereunder, and the consummation by the Purchaser Seller 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 assets or properties of the Purchaser Intangible Property pursuant to, or require the Purchaser 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 or under, the terms or and provisions of (i) the certificate Seller's Declaration of incorporation and by-laws of the PurchaserTrust, (ii) any Contract to which the Purchaser is a party or is boundmaterial NYTMS Licenses, or (iii) any Law applicable to the PurchaserSeller or any of the Intangible Property or NYTMS Licenses being sold by it, or any Governmental Order issued by a Governmental Authority by which the Purchaser Seller or any of the Intangible Property being sold by it is in any way bound or obligated, except, in the case of clauses (ii) and (iii) of this Section 5.3, as would not have a material adverse effect on the ability of the Purchaser to perform 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 or thereby.

No Violation; Third Party Consents. Assuming that all consents, waivers, approvals, orders and authorizations set forth in Schedule 5.4 4.4 hereto have been obtained and all registrations, qualifications, designations, declarations or filings with any Governmental Authorities set forth in Schedule 5.4 4.4 hereto have been made, and and, subject to the NYT Board Approval, except as set forth in Schedule 5.3 4.3 hereto, the execution and delivery by the Purchaser Seller of this Agreement and the Operative Agreements to which it is a partyAgreements, the performance by the Purchaser Seller of its obligations hereunder and thereunder, and the consummation by the Purchaser Seller 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 assets or properties of the Purchaser Purchased Assets pursuant to, or require the Purchaser 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 or under, the terms or and provisions of (i) Seller's Certificate of Incorporation or the certificate of incorporation and by-laws of the PurchaserSeller's Bylaws, (ii) any Material Business Contract to which the Purchaser Seller is a party or is by which any of the Purchased Assets being sold by it are bound, or (iii) any Law applicable to the PurchaserSeller or any of the Purchased Assets being sold by it, or any Governmental Order issued by a Governmental Authority by which the Purchaser Seller or any of the Purchased Assets being sold by it is in any way bound or obligated, except, in the case of clauses (ii) and (iii) of this Section 5.3, as would not have a material adverse effect on the ability of the Purchaser to perform 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 or thereby.