Common use of Absence of Defaults, Conflicts, etc Clause in Contracts

Absence of Defaults, Conflicts, etc. Except as set forth on Schedule 3.7, the execution and delivery of the ------------ Transaction Documents and the approval of the Board of Directors of the Company and the submission to the shareholders of the Company for approval of the Merger do not, and the fulfillment of the terms hereof and thereof by the Company, and the issuance of the Series B Preferred Stock, PIK Shares, the Warrants and the PIK Warrants (and the Common Stock issuable upon conversion or exercise thereof) and the execution of the Senior Secured Note will not, result in a breach of any of the terms, conditions or provisions of, or constitute a default under, or permit the acceleration of rights under or termination of, any indenture, mortgage, deed of trust, credit agreement, note or other evidence of indebtedness, or other material agreement of the Company (collectively the "Key --- Agreements and Instruments"), or the Organizational Documents (except to the -------------------------- extent the Merger will require shareholder approval), or any rule or regulation of any court or federal, state or foreign regulatory board or body, or administrative agency having jurisdiction over the Company or over its properties or businesses. Except as set forth on Schedule 3.7, no event has ------------ occurred and no condition exists which, upon notice or the passage of time (or both), would constitute a default under any such Key Agreements and Instruments or under any license, permit or authorization to which the Company is a party or by which it may be bound. There is not a pending Takeover Proposal and the Company is in compliance with the terms of that certain exclusivity letter with LCI dated June 5, 2001.

Absence of Defaults, Conflicts, etc. Except as set forth on Schedule 3.73.6, and assuming the consents and ------------ approvals referred to in Section 3.5 and Schedule 3.5 are obtained, the ------------ execution and delivery of by the ------------ Transaction Documents and the approval of the Board of Directors Company of the Company and the submission to the shareholders of the Company for approval of the Merger Transaction Documents do not, and the fulfillment of the terms hereof and thereof by the Company, and the issuance of the Series B Preferred Stock, PIK Shares, the Warrants Warrant and the PIK Warrants (and the Company Common Stock issuable upon conversion or exercise thereof) and the execution of the Senior Secured Note Warrant will not, result in a breach of any of the terms, conditions or provisions of, or constitute a default under, or permit the acceleration of rights under or termination of, (a) any indenture, mortgage, deed of trust, credit agreement, note or other evidence of indebtedness, or other material agreement of the Company or any of its subsidiaries (collectively the "Key --- Agreements and Instruments"), or (b) the Organizational Documents (except to the -------------------------- extent the Merger will require shareholder approval)Documents, or ------------------------------ (c) any order, judgment, rule or regulation of any court or federal, state or foreign regulatory board or body, or administrative agency Governmental Entity having jurisdiction over the Company or any of its subsidiaries or over its their respective properties or businesses, other than, in the case of clauses (a) and (c) above, any such breaches, defaults, accelerations or terminations that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except as set forth on Schedule 3.7, no No event has ------------ occurred and no condition exists which, upon notice or the passage of time (or both), would constitute a default under any such Key Agreements and Instruments or under in any license, permit or authorization to which the Company or any subsidiary is a party or by which it any of them may be bound. There is not , other than any such defaults that would not, individually or in the aggregate, reasonably be expected to have a pending Takeover Proposal and the Company is in compliance with the terms of that certain exclusivity letter with LCI dated June 5, 2001Material Adverse Effect.

Absence of Defaults, Conflicts, etc. Except as set forth on Schedule 3.7, the execution and delivery of the ------------ Transaction Documents and the approval of the Board of Directors of the Company and the submission to the shareholders of the Company for approval of the Merger do not, and the fulfillment of the terms hereof and thereof by the Company, and the issuance of the Series B Preferred Stock, PIK Shares, the Warrants and the PIK Warrants (and the Common Stock issuable upon conversion or exercise thereof) and the execution of the Senior Secured Note will not, result in a breach of any of the terms, conditions or provisions of, or constitute a default under, or permit the acceleration of rights under or termination of, any indenture, mortgage, deed of trust, credit agreement, note or other evidence of indebtedness, or other material agreement of the Company (collectively the "Key --- Agreements and Instruments"), or the Organizational Documents (except to the -------------------------- extent the Merger will require shareholder approval), or any rule or regulation of any court or federal, state or foreign regulatory board or body, or administrative agency having jurisdiction over the Company or over its properties or businesses. Except as set forth on Schedule 3.7, no event has ------------ occurred and no condition exists which, upon notice or the passage of time (or both), would constitute a default under any such Key Agreements and Instruments or under any license, permit or authorization to which the Company is a party or by which it may be bound. There is not a pending Takeover Proposal and the Company is in compliance with the terms of that certain exclusivity letter with LCI dated June 5, 2001.