Common use of Authority for Agreement; Conflicts Clause in Contracts

Authority for Agreement; Conflicts. 3.2.1 Subject to FCC consent, DCT has all necessary power and authority, corporate or otherwise, to enter into, execute and deliver this Agreement, the Services Agreement and the Instruments of Assignment (this Agreement, the Services Agreement and Instrument of Assignment are collectively referred to herein as the "Seller Documents") and to perform fully its obligations hereunder and the transactions contemplated hereby and thereby. The execution, delivery and performance of the Seller Documents by DCT has been duly authorized by all necessary corporate action. 3.2.2 Each of this Agreement and the Services Agreement has been, and the Instruments of Assignment, at each Closing, will have been, duly and validly executed and delivered by DCT and each of this Agreement and the Services Agreement constitutes, and the Instruments of Assignment will constitute, the legal, valid and binding obligation of DCT and each of this Agreement and the Services Agreement is, and the Instruments of Assignment will be, enforceable by and against DCT in accordance with their terms, except as enforceability thereof may be limited by applicable bankruptcy, reorganization, insolvency or other laws affecting creditors' rights generally or by general principles of equity, regardless of whether such enforceability is considered in equity or at law. 3.2.3 The execution and delivery of this Agreement and, subject to FCC consent, other Seller Documents by DCT and the consummation of the transactions contemplated hereby and thereby will not conflict with or result in any violations of or defaults under: (i) any statute, regulation, order, judgment or decree of any federal, state or local governmental body or regulatory authority applicable to DCT, or any of the Authorizations; (ii) any other statute, regulation, order, judgment or decree applicable to DCT or any of the Authorizations under or in any other applicable jurisdiction; or (iii) any mortgage, indenture, lease, agreement, instrument or other obligation to which DCT is a party or by which any of the Authorizations are bound. Such execution, delivery and consummation will not result in the creation of any Lien upon any of the Authorizations.

Authority for Agreement; Conflicts. 3.2.1 Subject to FCC consent, DCT (a) BCI has all necessary power and authority, corporate or otherwise, to enter into, execute and deliver this Agreement, the Services Rights Agreement (the "Rights Agreement") entered into between ART and Bachow Entities dated the date hereof, the Management Agreement (the "Management Agreement") entered into between ART and BCI dated the date hereof and the other documents to be delivered by Bachow Entities at the Closing (the Rights Agreement, Management Agreement and such other documents, including without limitation the Instruments Guarantee of Assignment Xxxx Xxxxxx attached as Exhibit A hereto (this Agreement, the Services Agreement and Instrument of Assignment "Guarantee") are collectively referred to herein as the "Seller Bachow Documents") and to perform fully its obligations hereunder and the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Seller applicable Bachow Documents by DCT BCI has been duly authorized by all necessary corporate action. 3.2.2 (b) Each of this Agreement, the Management Agreement, the Rights Agreement and the Services Agreement Guarantee has been, and the Instruments of Assignmentother Bachow Documents, at each the Closing, will have been, duly and validly executed and delivered by DCT by, as applicable, BCI and Stockholder and each of this Agreement, the Management Agreement and the Services Rights Agreement constitutes, and the Instruments of Assignment other Bachow Documents will constitute, the legal, valid and binding obligation of DCT BCI and, if a signatory thereto, Stockholder and each of this Agreement, the Management Agreement, the Rights Agreement and the Services Agreement Guarantee is, and the Instruments of Assignment other Bachow Documents will be, enforceable by and against DCT BCI and, if a signatory thereto, Stockholder in accordance with their its respective terms, except as enforceability thereof may be limited by applicable bankruptcy, reorganization, insolvency or other laws affecting creditors' creditors= rights generally or by general principles of equity, regardless of whether such enforceability is considered in equity or at law. 3.2.3 (c) The execution and delivery of this Agreement Agreement, the Rights Agreement, the Management Agreement, the Guarantee and the Bachow Documents by BCI and, subject to FCC consentif a signatory thereto, other Seller Documents by DCT Stockholder and the consummation of the transactions contemplated hereby and thereby will not conflict with or result in any violations of or defaults defaults, except such as would not have a material adverse effect on the Assets or on obtaining FCC Consent, under: (i) subject to the receipt of FCC Consent, any statute, regulation, order, judgment or decree of any federal, state or local governmental body or regulatory authority applicable to DCTBCI, the Stockholder or any of the AuthorizationsAssets; (ii) any other statute, regulation, order, judgment or decree applicable to DCT or any of the Authorizations under or in any other applicable jurisdiction; or (iii) any mortgage, indenture, lease, agreement, instrument or other obligation to which DCT BCI or the Stockholder is a party or by which any of the Authorizations Assets are bound; or (iii) any permit, concession, grant, franchise, license, of or applicable to BCI or the Stockholder. Such execution, delivery and consummation will not result in the creation of any Lien upon any of the AuthorizationsAssets.

Authority for Agreement; Conflicts. 3.2.1 Subject to FCC consent, DCT (a) Each Seller has all necessary power and authority, corporate corporate, partnership or otherwise, to enter into, execute and deliver this Agreement, the Services Management Agreement and the Instruments of Assignment other documents to be delivered by Sellers at the Closing (this Agreement, the Services Management Agreement and Instrument of Assignment such other documents are collectively referred to herein as the "Seller Documents") and to perform fully its respective obligations hereunder and thereunder and the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the applicable Seller Documents by DCT Seller has been duly authorized by all necessary corporate or partnership action. 3.2.2 (b) Each of this Agreement and the Services Management Agreement has been, and the Instruments of Assignmentother Seller Documents, at each the Closing, will have been, duly and validly executed and delivered by DCT each Seller and each of this Agreement and the Services Management Agreement constitutes, and the Instruments of Assignment other Seller Documents will constitute, the legal, valid and binding obligation of DCT each Seller and each of this Agreement and the Services Management Agreement is, and the Instruments of Assignment other Seller Documents will be, enforceable by and against DCT each Seller in accordance with their its respective terms, except as enforceability thereof may be limited by applicable bankruptcy, reorganization, insolvency or other laws affecting creditors' rights generally or by general principles of equity, regardless of whether such enforceability is considered in equity or at law. 3.2.3 (c) The execution and delivery of this Agreement and, subject to FCC consent, other and the Seller Documents by DCT each Seller and the consummation of the transactions contemplated hereby and thereby will not conflict with or result in any violations of or defaults under: (i) any statute, regulation, order, judgment or decree of any federal, state or local governmental body or regulatory authority applicable to DCT, either Seller or any of the AuthorizationsAssets; (ii) any other statute, regulation, order, judgment or decree applicable to DCT either Seller or any of the Authorizations Assets under or in any other applicable jurisdiction; or (iii) any mortgage, indenture, lease, agreement, instrument or other obligation to which DCT either Seller is a party or by which any of the Authorizations Assets are bound; or (iv) any permit, concession, grant, franchise, license, of or applicable to either Seller, except to the extent any such conflict, violation or default would not have a Material Adverse Effect. Such execution, delivery and consummation will not result in the creation of any Lien upon any of the AuthorizationsAssets.

Authority for Agreement; Conflicts. 3.2.1 Subject to FCC consent, DCT has (a) Seller and each of the Selling Stockholders have all necessary power and authority, corporate or otherwise, to enter into, execute and deliver this Agreement, the Services Agreement and the Instruments of Assignment other documents to be delivered by Sellers at the Closing (this Agreement, the Services Agreement and Instrument of Assignment such other documents are collectively referred to herein as the "Seller Documents") and to perform fully his or its obligations hereunder and the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the applicable Seller Documents by DCT Seller has been duly authorized by all necessary corporate action. 3.2.2 Each of this Agreement and the Services (b) This Agreement has been, and the Instruments of AssignmentSeller Documents, at each the Closing, will have been, duly and validly executed and delivered by DCT Seller and each of Selling Stockholder and this Agreement and the Services Agreement constitutes, and the Instruments of Assignment Seller Documents will constitute, the legal, valid and binding obligation of DCT Seller and each of Selling Stockholder and this Agreement and the Services Agreement is, and the Instruments of Assignment Seller Documents will be, enforceable by and against DCT Seller and each Selling Stockholder in accordance with their its respective terms, except as enforceability thereof may be limited by applicable bankruptcy, reorganization, insolvency or other laws affecting creditors' rights generally or by general principles of equity, regardless of whether such enforceability is considered in equity or at law. 3.2.3 (c) The execution and delivery of this Agreement and, subject to FCC consent, other and the Seller Documents by DCT Seller and each Selling Stockholder and (assuming the FCC has granted its consent to the assignment of the Authorizations to ART and that such consent is in full force and effect at the time of the Closing) the consummation of the transactions contemplated hereby and thereby will not conflict with or result in any violations of or defaults under: (i) any statute, regulation, order, judgment or decree of any federal, state or local governmental body or regulatory authority applicable to DCTSeller, any Selling Stockholder or any of the AuthorizationsAssets; (ii) any other statute, regulation, order, judgment or decree applicable to DCT Seller, any Selling Stockholder or any of the Authorizations Assets under or in any other applicable jurisdiction; or (iii) any mortgage, indenture, lease, agreement, instrument or other obligation to which DCT Seller or any Selling Stockholder is a party or by which any of the Authorizations Assets are bound; or (iv) any permit, concession, grant, franchise, license, of or applicable to Seller or any Selling Stockholder. Such execution, delivery and consummation will not result in the creation of any Lien upon any of the AuthorizationsAssets.

Authority for Agreement; Conflicts. 3.2.1 Subject to FCC consent, DCT (a) Seller has all necessary power and authority, corporate or otherwise, to enter into, execute and deliver this Agreement, the Services Agreement and the Instruments of Assignment other documents to be delivered by Seller at the Closing (this Agreement, the Services Agreement and Instrument of Assignment such other documents are collectively referred to herein as the "Seller Documents") and to perform fully its obligations hereunder and the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the applicable Seller Documents by DCT Seller has been duly authorized by all necessary corporate action. 3.2.2 Each of this Agreement and the Services (b) This Agreement has been, and the Instruments of Assignmentother Seller Documents, at each the Closing, will have been, duly and validly executed and delivered by DCT Seller and each of this Agreement and the Services Agreement constitutes, and the Instruments of Assignment other Seller Documents when executed by ART where applicable will constitute, the legal, valid and binding obligation of DCT Seller, and each of this Agreement and the Services Agreement is, and when executed by ART where applicable the Instruments of Assignment Seller Documents will be, enforceable by and against DCT Seller in accordance with their its respective terms, except as enforceability thereof may be limited by applicable bankruptcy, reorganization, insolvency or other laws affecting creditors' rights generally or by general principles of equity, regardless of whether such enforceability is considered in equity or at law. 3.2.3 (c) The execution and delivery of this Agreement and, subject to FCC consent, other and the Seller Documents by DCT Seller and the consummation of the transactions contemplated hereby and thereby will not conflict with or result in any violations of or defaults under: (i) any statute, regulation, order, judgment or decree of any federal, state or local governmental body or regulatory authority applicable to DCT, Seller or any of the AuthorizationsAssets; (ii) any other statute, regulation, order, judgment or decree applicable to DCT Seller or any of the Authorizations Assets under or in any other applicable jurisdiction; or (iii) any mortgage, indenture, lease, agreement, instrument or other obligation to which DCT Seller is a party or by which any of the Authorizations Assets are bound; or (iv) any permit, concession, grant, franchise, license, of or applicable to Seller, except to the extent that such a violation could not have a material adverse effect on the Assets, ART or the Transaction. Such execution, delivery and consummation will not result in the creation of any Lien upon any of the AuthorizationsAssets.

Authority for Agreement; Conflicts. 3.2.1 Subject to FCC consent, DCT (a) ART has all necessary power and authority, corporate or otherwise, to enter into, execute and deliver this Agreement, the Services Agreement and the Instruments of Assignment other documents to be delivered by ART at the Closing (this Agreement, the Services Agreement and Instrument of Assignment such other documents are collectively referred to herein as the "Seller ART Documents") and to perform fully its obligations hereunder and the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Seller applicable ART Documents by DCT ART has been duly authorized by all necessary corporate action. 3.2.2 Each of this Agreement and the Services (b) This Agreement has been, and the Instruments of Assignmentother ART Documents, at each the Closing, will have been, duly and validly executed and delivered by DCT ART and each of this Agreement and the Services Agreement constitutes, and the Instruments of Assignment other ART Documents when executed by Seller where applicable will constitute, the legal, valid and binding obligation of DCT ART, and each of this Agreement and the Services Agreement is, and when executed by Seller where applicable the Instruments of Assignment ART Documents will be, enforceable by and against DCT ART in accordance with their its respective terms, except as enforceability thereof may be limited by applicable bankruptcy, reorganization, insolvency or other laws affecting creditors' rights generally or by general principles of equity, regardless of whether such enforceability is considered in equity or at law. 3.2.3 (c) The execution and delivery of this Agreement and, subject to FCC consent, other Seller and the ART Documents by DCT ART and the consummation of the transactions contemplated hereby and thereby will not conflict with or result in any violations of or defaults under: (i) any statute, regulation, order, judgment or decree of any federal, state or local governmental body or regulatory authority applicable to DCT, or any of the AuthorizationsART; (ii) any other statute, regulation, order, judgment or decree applicable to DCT or any of the Authorizations ART under or in any other applicable jurisdiction; or (iii) any mortgage, indenture, lease, agreement, instrument or other obligation to which DCT ART is a party party; or by which (iv) any permit, concession, grant, franchise, license, of or applicable to ART, except to the Authorizations are bound. Such execution, delivery and consummation will extent that such a violation could not result in have a material adverse effect on Seller or the creation of any Lien upon any of the AuthorizationsTransaction.