WILL NOT:
(I)
CONFLICT WITH OR VIOLATE THE CERTIFICATE
OF INCORPORATION OR BYLAWS OF EITHER BUYER;
(II)
CONFLICT WITH OR VIOLATE ANY LAW
APPLICABLE TO THE BUYERS; OR
(III)
CONFLICT WITH, RESULT IN ANY BREACH OF,
CONSTITUTE A DEFAULT (OR AN EVENT THAT, WITH NOTICE OR LAPSE OF TIME OR BOTH,
WOULD BECOME A DEFAULT) UNDER, REQUIRE ANY CONSENT OF ANY PERSON PURSUANT TO, OR
GIVE TO OTHERS ANY RIGHTS OF TERMINATION, ACCELERATION OR CANCELLATION OF, ANY
MATERIAL CONTRACT OR AGREEMENT TO WHICH THE BUYER IS A PARTY;
except, in the case of clause (ii) or (iii), for any such conflicts, violations,
breaches, defaults or other occurrences that would not, individually or in the
aggregate, reasonably be expected to have a Buyer Material Adverse Effect or
that arise as a result of any facts or circumstances relating to the Seller or
any of its Affiliates.
(B)
THE BUYERS ARE NOT REQUIRED TO FILE, SEEK OR
OBTAIN ANY NOTICE, AUTHORIZATION, APPROVAL, ORDER, PERMIT OR CONSENT OF OR WITH
ANY GOVERNMENTAL AUTHORITY IN CONNECTION WITH THE EXECUTION, DELIVERY AND
PERFORMANCE BY THE BUYERS OF THIS AGREEMENT AND EACH OF THE ANCILLARY AGREEMENTS
TO WHICH IT IS PARTY OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY
OR THEREBY OR IN ORDER TO PREVENT THE TERMINATION OF ANY RIGHT, PRIVILEGE,
LICENSE OR QUALIFICATION OF THE BUYER, EXCEPT FOR (I) ANY FILINGS REQUIRED TO BE
MADE UNDER THE HSR ACT, (II) WHERE FAILURE TO OBTAIN SUCH CONSENT, APPROVAL,
AUTHORIZATION OR ACTION, OR TO MAKE SUCH FILING OR NOTIFICATION, WOULD NOT,
INDIVIDUALLY OR IN THE AGGREGATE, REASONABLY BE EXPECTED TO HAVE A BUYER
MATERIAL ADVERSE EFFECT OR (III) AS MAY BE NECESSARY AS A RESULT OF ANY FACTS OR
CIRCUMSTANCES RELATING TO THE SELLERS OR ANY OF THEIR AFFILIATES.
Section 4.4
Financing.
The Buyers have
sufficient funds to permit the Buyers to consummate the transactions
contemplated by this Agreement and the Ancillary Agreements.
Section 4.5
Brokers.
No broker, finder or
investment banker is entitled to any brokerage, finder's or other fee or
commission in connection with the transactions contemplated hereby based upon
arrangements made by or on behalf of the Buyer.
[***] = Confidential treatment requested for redacted portion; redacted portion
has been filed separately with the Securities and Exchange Commission.
26
ARTICLE V
COVENANTS
Section 5.1
Covenants Regarding
Information.
(A)
ON OR AS SOON AS PRACTICABLE AFTER THE
CLOSING DATE, AND IN ANY EVENT WITHIN FIVE BUSINESS DAYS THEREAFTER, THE SELLERS
WILL DELIVER OR CAUSE TO BE DELIVERED TO THE BUYERS ALL ORIGINAL AGREEMENTS,
DOCUMENTS, BOOKS AND RECORDS AND FILES STORED ON COMPUTER DISKS OR TAPES OR ANY
OTHER STORAGE MEDIUM RELATING TO THE MEDIA BUSINESS AND IN THE POSSESSION OF THE
SELLER OR ANY AFFILIATE OF THE SELLER.
(B)
IN ORDER TO FACILITATE THE RESOLUTION OF ANY
CLAIMS MADE AGAINST OR INCURRED BY THE SELLERS (AS IT RELATES TO THE MEDIA
BUSINESS) OR FOR ANY OTHER LEGITIMATE BUSINESS PURPOSE, INCLUDING WITHOUT
LIMITATION (I) THE PREPARATION OF FINANCIAL STATEMENTS, (II) U.S. SECURITIES AND