Common use of Non-Contravention; No Defaults Clause in Contracts

Non-Contravention; No Defaults. (a) Except as disclosed in Schedule 3.5, the execution, delivery and performance of this Agreement by Sellers and Xxxxxx Communications will not (i) conflict with any provision of the governing documents of Xxxxxx Communications or Sellers, (ii) result in a default (or give rise to any right of termination, cancellation or acceleration), with notice or passage of time or both, under or conflict with any of the terms, conditions or provisions of any Material Contract (as defined in Section 3.9), note, bond, mortgage or other instrument, obligation or agreement relating to the business or operation of the Publications or to which any of the Acquired Assets may be subject, except for any such defaults which would not, individually or in the aggregate, have or be reasonably expected to have a Material Adverse Effect or a material adverse effect on Xxxxxx Communications’ or Sellers’ ability to consummate the transactions contemplated hereby, (iii) violate any law, statute, rule, regulation, order, injunction or decree of any government or any agency, bureau, board, commission, court, department, officer, official, employee, agent, political subdivision, tribunal or other instrumentality of any government, whether federal, state, local or foreign (each a “Governmental Authority”) applicable to Sellers or any of the Acquired Assets except for any such violations which would not individually or in the aggregate, have, or be reasonably expected to have a Material Adverse Effect or a material adverse effect on Sellers’ ability to consummate the transactions contemplated hereby, or (iv) result in the creation or imposition of any Lien of any nature whatsoever on any of the Acquired Assets. (b) Except for the required consents with respect to the contracts referred to in Section 3.9 and the requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “Xxxx-Xxxxx-Xxxxxx Act”), neither Xxxxxx Communications nor any Seller is required to submit any notice, report or other filing with, or obtain any consent, approval or waiver from, any Governmental Authority or any other third party in connection with the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby, except for any such failure which would not individually or in the aggregate have or be reasonably expected to have a material adverse effect on Sellers’ ability to consummate the transactions contemplated hereby.

Non-Contravention; No Defaults. (a) Except as disclosed in Schedule 3.5, the execution, delivery and performance of this Agreement by Sellers and Xxxxxx Mxxxxx Communications will not (i) conflict with any provision of the governing documents of Xxxxxx Mxxxxx Communications or Sellers, (ii) result in a default (or give rise to any right of termination, cancellation or acceleration), with notice or passage of time or both, under or conflict with any of the terms, conditions or provisions of any Material Contract (as defined in Section 3.9), note, bond, mortgage or other instrument, obligation or agreement relating to the business or operation of the Publications or to which any of the Acquired Assets may be subject, except for any such defaults which would not, individually or in the aggregate, have or be reasonably expected to have a Material Adverse Effect or a material adverse effect on Xxxxxx Mxxxxx Communications’ or Sellers’ ability to consummate the transactions contemplated hereby, (iii) violate any law, statute, rule, regulation, order, injunction or decree of any government or any agency, bureau, board, commission, court, department, officer, official, employee, agent, political subdivision, tribunal or other instrumentality of any government, whether federal, state, local or foreign (each a “Governmental Authority”) applicable to Sellers or any of the Acquired Assets except for any such violations which would not individually or in the aggregate, have, or be reasonably expected to have a Material Adverse Effect or a material adverse effect on Sellers’ ability to consummate the transactions contemplated hereby, or (iv) result in the creation or imposition of any Lien of any nature whatsoever on any of the Acquired Assets. (b) Except for the required consents with respect to the contracts referred to in Section 3.9 and the requirements of the XxxxHxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “XxxxHxxx-Xxxxx-Xxxxxx Act”), neither Xxxxxx Mxxxxx Communications nor any Seller is required to submit any notice, report or other filing with, or obtain any consent, approval or waiver from, any Governmental Authority or any other third party in connection with the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby, except for any such failure which would not individually or in the aggregate have or be reasonably expected to have a material adverse effect on Sellers’ ability to consummate the transactions contemplated hereby.

Non-Contravention; No Defaults. (a) Except as disclosed in Schedule 3.54.4, the execution, delivery and performance of this Agreement by Sellers Buyer and Xxxxxx Communications GateHouse Media will not (i) conflict with any provision of the governing documents of Xxxxxx Communications GateHouse Media or SellersBuyer, (ii) result in a default (or give rise to any right of termination, cancellation or acceleration), with notice or passage of time or both, under or conflict with any of the terms, conditions or provisions of any Material Contract (as defined in Section 3.9)contract, note, bond, mortgage or other instrument, obligation or agreement relating material to the business or operation of the Publications or to which any of the Acquired Assets may be subjectGateHouse Media and its subsidiaries as a whole, except for any such defaults which would not, individually or in the aggregate, have or be reasonably expected to have a Material Adverse Effect material adverse effect on GateHouse Media and its subsidiaries taken as a whole or a material adverse effect on Xxxxxx Communications’ GateHouse Media’s or Sellers’ Buyer’s ability to consummate the transactions contemplated hereby, or (iii) violate any law, statute, rule, regulation, order, injunction or decree of any government or any agency, bureau, board, commission, court, department, officer, official, employee, agent, political subdivision, tribunal or other instrumentality of any government, whether federal, state, local or foreign (each a “Governmental Authority”) Authority applicable to Sellers GateHouse Media or any of the Acquired Assets Buyer except for any such violations which would not individually or in the aggregate, have, or be reasonably expected to have a Material Adverse Effect material adverse effect on GateHouse Media and its subsidiaries taken as a whole or a material adverse effect on Sellers’ GateHouse Media’s Buyer’s ability to consummate the transactions contemplated hereby, or (iv) result in the creation or imposition of any Lien of any nature whatsoever on any of the Acquired Assets. (b) Except for the notices and filings required consents with respect to the contracts referred be delivered to in Section 3.9 GateHouse Media’s banks and except for the requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “Xxxx-Xxxxx-Xxxxxx Act”), neither Xxxxxx Communications GateHouse Media nor any Seller Buyer is required to submit any notice, report or other filing with, or obtain any consent, approval or waiver from, any Governmental Authority or any other third party in connection with the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby, except for any such failure which would not individually or in the aggregate have or be reasonably expected to have a material adverse effect on Sellers’ GateHouse Media’s or Buyer’s ability to consummate the transactions contemplated hereby.

Non-Contravention; No Defaults. (a) Except as disclosed in Schedule 3.54.4, the execution, delivery and performance of this Agreement by Sellers Buyer and Xxxxxx Communications GateHouse Media will not (i) conflict with any provision of the governing documents of Xxxxxx Communications GateHouse Media or SellersBuyer, (ii) result in a default (or give rise to any right of termination, cancellation or acceleration), with notice or passage of time or both, under or conflict with any of the terms, conditions or provisions of any Material Contract (as defined in Section 3.9)contract, note, bond, mortgage or other instrument, obligation or agreement relating material to the business or operation of the Publications or to which any of the Acquired Assets may be subjectGateHouse Media and its subsidiaries as a whole, except for any such defaults which would not, individually or in the aggregate, have or be reasonably expected to have a Material Adverse Effect material adverse effect on GateHouse Media and its subsidiaries taken as a whole or a material adverse effect on Xxxxxx Communications’ GateHouse Media’s or Sellers’ Buyer’s ability to consummate the transactions contemplated hereby, or (iii) violate any law, statute, rule, regulation, order, injunction or decree of any government or any agency, bureau, board, commission, court, department, officer, official, employee, agent, political subdivision, tribunal or other instrumentality of any government, whether federal, state, local or foreign (each a “Governmental Authority”) Authority applicable to Sellers GateHouse Media or any of the Acquired Assets Buyer except for any such violations which would not individually or in the aggregate, have, or be reasonably expected to have a Material Adverse Effect material adverse effect on GateHouse Media and its subsidiaries taken as a whole or a material adverse effect on Sellers’ GateHouse Media’s Buyer’s ability to consummate the transactions contemplated hereby, or (iv) result in the creation or imposition of any Lien of any nature whatsoever on any of the Acquired Assets. (b) Except for the notices and filings required consents with respect to the contracts referred be delivered to in Section 3.9 GateHouse Media’s banks and except for the requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “XxxxHxxx-Xxxxx-Xxxxxx Act”), neither Xxxxxx Communications GateHouse Media nor any Seller Buyer is required to submit any notice, report or other filing with, or obtain any consent, approval or waiver from, any Governmental Authority or any other third party in connection with the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby, except for any such failure which would not individually or in the aggregate have or be reasonably expected to have a material adverse effect on Sellers’ GateHouse Media’s or Buyer’s ability to consummate the transactions contemplated hereby.

Non-Contravention; No Defaults. (a) Except as disclosed in Schedule 3.5, the execution, delivery and performance of this Agreement by Sellers and Xxxxxx Communications will not (i) conflict with any provision of the governing documents of Xxxxxx Communications or Sellers, (ii) result in a default (or give rise to any right of termination, cancellation or acceleration), with notice or passage of time or both, under or conflict with any of the terms, conditions or provisions of any Material Contract (as defined in Section 3.9), note, bond, mortgage or other instrument, obligation or agreement relating to the business or operation of the Publications or to which any of the Acquired Assets may be subject, except for any such defaults which would not, individually or in the aggregate, have or be reasonably expected to have a Material Adverse Effect or a material adverse effect on Xxxxxx Communications’ or Sellers’ ability to consummate the transactions contemplated hereby, (iii) violate any law, statute, rule, regulation, order, injunction or decree of any government or any agency, bureau, board, commission, court, department, officer, official, employee, agent, political 05799 Asset Purchase AgreementMorris Publishing Group 19 subdivision, tribunal or other instrumentality of any government, whether federal, state, local or foreign (each a “Governmental Authority”) applicable to Sellers or any of the Acquired Assets except for any such violations which would not individually or in the aggregate, have, or be reasonably expected to have a Material Adverse Effect or a material adverse effect on Sellers’ ability to consummate the transactions contemplated hereby, or (iv) result in the creation or imposition of any Lien of any nature whatsoever on any of the Acquired Assets. (b) Except for the required consents with respect to the contracts referred to in Section 3.9 and the requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “Xxxx-Xxxxx-Xxxxxx Act”), neither Xxxxxx Communications nor any Seller is required to submit any notice, report or other filing with, or obtain any consent, approval or waiver from, any Governmental Authority or any other third party in connection with the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby, except for any such failure which would not individually or in the aggregate have or be reasonably expected to have a material adverse effect on Sellers’ ability to consummate the transactions contemplated hereby.

Non-Contravention; No Defaults. (a) Except as disclosed in Schedule 3.54.4, the execution, delivery and performance of this Agreement by Sellers Buyer and Xxxxxx Communications GateHouse Media will not (i) conflict with any provision of the governing documents of Xxxxxx Communications GateHouse Media or SellersBuyer, (ii) result in a default (or give rise to any right of termination, cancellation or acceleration), with notice or passage of time or both, under or conflict with any of the terms, conditions or provisions of any Material Contract (as defined in Section 3.9)contract, note, bond, mortgage or other instrument, obligation or agreement relating material to the business or operation of the Publications or to which any of the Acquired Assets may be subjectGateHouse Media and its subsidiaries as a whole, except for any such defaults which would not, individually or in the aggregate, have or be reasonably expected to have a Material Adverse Effect material adverse effect on GateHouse Media and its subsidiaries taken as a whole or a material adverse effect on Xxxxxx Communications’ GateHouse Media’s or Sellers’ Buyer’s ability to consummate the transactions contemplated hereby, or (iii) violate any law, statute, rule, regulation, order, injunction or decree of any government or any agency, bureau, board, commission, court, department, officer, official, employee, agent, political subdivision, tribunal or other instrumentality of any government, whether federal, state, local or foreign (each a “Governmental Authority”) Authority applicable to Sellers GateHouse Media or any of the Acquired Assets Buyer except for any such violations which would not individually or in the aggregate, have, or be reasonably expected to have a Material Adverse Effect material adverse effect on GateHouse Media and its subsidiaries taken as a whole or a material adverse effect on Sellers’ GateHouse Media’s or Buyer’s ability to consummate the transactions contemplated hereby, or (iv) result in the creation or imposition of any Lien of any nature whatsoever on any of the Acquired Assets. (b) Except for the notices and filings required consents with respect to the contracts referred be delivered to in Section 3.9 GateHouse Media’s banks and except for the requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “Xxxx-Xxxxx-Xxxxxx Act”), neither Xxxxxx Communications GateHouse Media nor any Seller Buyer is required to submit any notice, report or other filing with, or obtain any consent, approval or waiver from, any Governmental Authority or any other 05799 Asset Purchase AgreementMorris Publishing Group 38 third party in connection with the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby, except for any such failure which would not individually or in the aggregate have or be reasonably expected to have a material adverse effect on Sellers’ GateHouse Media’s or Buyer’s ability to consummate the transactions contemplated hereby.