Common use of Authority; No Breach By Agreement Clause in Contracts

Authority; No Breach By Agreement. (a) Satellink has the power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Stock Purchase, have been duly and validly authorized by all necessary action in respect thereof on the part of Satellink. This Agreement represents a legal, valid, and binding obligation of Satellink, enforceable against Satellink in accordance with its terms. (b) Neither the execution and delivery of this Agreement by Satellink, nor the consummation by Satellink of the transactions contemplated hereby, nor compliance by Satellink with any of the provisions hereof, will: (i) conflict with or result in a breach of any provision of Satellink's Operating Agreement; or (ii) constitute or result in a Default under, or require any Consent pursuant to any Contract or Permit of any Satellink Entity; or (iii) constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to any Satellink Entity or any of their respective material Assets (including any Satellink Entity or Newco becoming subject to or liable for the payment of any Tax or any of the Assets owned by any Satellink Entity or Newco being reassessed or revalued by any Taxing authority). (c) Other than the FCC no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by Satellink of the Stock Purchase and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) Satellink Purchaser has the power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of by this Agreement and the consummation of the transactions contemplated herein, including the Stock Purchase, have been duly and validly authorized by all necessary action in respect thereof on the part of Satellink. This Agreement represents a legal, valid, and binding obligation of Satellink, enforceable against Satellink in accordance with its termsAgreement. (b) Neither Purchaser has taken all action required to authorize the execution and delivery of this Agreement by Satellink, nor Purchaser and to authorize the consummation by Satellink Purchaser of the transactions contemplated herebyby this Agreement. Purchaser has duly executed and delivered this Agreement and (assuming the due authorization, nor compliance execution and delivery by Satellink Purchaser Parents, Seller Parent and Seller of this Agreement) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with any the terms of this Agreement, as applicable, except as enforcement may be limited by the Enforceability Exceptions. (c) The execution and delivery by Purchaser of this Agreement does not and the consummation by Purchaser of the provisions hereof, will: transactions contemplated by this Agreement will not (i) conflict with or result in a breach violate the organizational documents of any provision of Satellink's Operating Agreement; or Purchaser, (ii) constitute or result in a Default underDefault, or require any notification or Consent pursuant to to, or result in the creation of any Lien (other than Permitted Liens) on any asset of Purchaser under, any Contract or any Permit to which Purchaser is a party or by which any of any Satellink Entity; its properties or assets is bound, (iii) constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to any Satellink Entity Purchaser or any of their respective material Assets its properties or assets or (including any Satellink Entity or Newco becoming subject to or liable for iv) result in the payment creation of any Tax or Lien (other than Permitted Liens) on any of the Assets owned properties or assets of Purchaser, in the case of each of clauses (ii), (iii) and (iv), other than any such items that, individually or in the aggregate, are not reasonably expected to materially affect the ability of Purchaser to perform its obligations under this Agreement or to consummate the transactions contemplated by any Satellink Entity or Newco being reassessed or revalued by any Taxing authority)this Agreement. (cd) Other than the FCC no No notice to, filing with, or Consent of, any public body or authority Regulatory Authority by Purchaser is necessary in connection with the execution and delivery of this Agreement or for the consummation by Satellink Purchaser of the Stock Purchase and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) Satellink has the power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Stock Purchase, have been duly and validly authorized by all necessary action in respect thereof on the part of Satellink. This Agreement represents a legal, valid, and binding obligation of Satellink, enforceable against Satellink in accordance with its terms. (b) Neither the execution and delivery of this Agreement by Satellink, nor the consummation by Satellink of the transactions contemplated hereby, nor compliance by Satellink with any of the provisions hereof, will: (i) conflict with or result in a breach of any provision of Satellink's Operating Agreement; or (ii) constitute or result in a Default under, or require any Consent pursuant to any Contract or Permit of any Satellink Entity; or (iii) constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to any Satellink Entity or any of their respective material Assets (including any Satellink Entity or Newco Hyde's becoming subject to or liable for the payment of any Tax or any of the Assets owned by any Satellink Entity or Newco Hyde's being reassessed or revalued by any Taxing authority). (c) Other than the FCC no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by Satellink of the Stock Purchase and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) Satellink Each of the RAMCO Entities has the corporate power and together with the RAMCO Group Stockholders each has the authority necessary to execute, deliver deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery delivery, and performance of this Agreement and the consummation of the transactions contemplated herein, including the Stock Purchase, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Satellinkeach RAMCO Entity. This Agreement represents a legal, valid, and binding obligation of Satellinkeach of the RAMCO Entities and the RAMCO Group Stockholders, enforceable against Satellink each in accordance with its termsterms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by Satellinkthe RAMCO Entities and the RAMCO Group Stockholders, nor the consummation by Satellink any of them of the transactions contemplated hereby, nor compliance by Satellink them with any of the provisions hereof, will: will (i) conflict with or result in a breach of any provision of Satellink's Operating Agreement; their respective Articles of Incorporation or Bylaws, (ii) constitute or result in a Default default under, or require any Consent consent pursuant to any Contract to, or Permit result in the creation of any Satellink Entity; lien on any asset of any of them under any contract or permit, or, (iii) constitute violate any law or result in a Default under, or require any Consent pursuant to, any Law or Order order applicable to any Satellink Entity of them or any of their respective material Assets (including any Satellink Entity or Newco becoming subject to or liable for the payment of any Tax or any of the Assets owned by any Satellink Entity or Newco being reassessed or revalued by any Taxing authority)assets. (c) Other than the FCC no No notice to, filing with, or Consent consent of, any public body or authority or of any person is necessary for the consummation by Satellink the RAMCO Entities or the RAMCO Group Stockholders of any of the Stock Purchase and the other transactions contemplated in this Agreement.