Common use of Conflicts; Consents Clause in Contracts

Conflicts; Consents. The execution and delivery by the Company of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the issuance and sale of the Securities) and compliance with the terms hereof and thereof will not result in the creation or imposition of any Xxxx of any nature whatsoever upon any of the properties or assets of the Company or its Subsidiaries, or breach, conflict with, or result in any violation of or default (with or without notice or lapse of time or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of any benefit under and, in the case of clauses (i) and (iii), except as would not have a Material Adverse Effect, (i) any loan or credit agreement, note, bond, mortgage, indenture, lease, deed of trust, agreement, contract, commitment, license (including, without limitation, the Communication Licenses), franchise, permit, understanding, instrument (including without limitation, the Stonehouse Restructuring Agreement, the Stonehouse Royalty Agreement and the Restructuring Documents), or obligation or other arrangement to which the Company or any its Subsidiaries is a party or by which the Company, any of its Subsidiaries or any of their properties or assets may be bound or affected, (ii) any certificate of incorporation, certificate of formation, any certificate of designation or other constitutive, organizational or governing documents of the Company or any of its Subsidiaries, any capital stock of the Company or any of its Subsidiaries or bylaws of the Company or any of its Subsidiaries or (iii) any Legal Requirement applicable to the Company, any of its Subsidiaries or any of their respective properties or assets. No consent, approval, order, license, permit or authorization of, or notification, registration, declaration or filing with, any Governmental Authority or any other Person is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance by the Company of any of the Transaction Documents, the issuance and sale of the Securities, or the consummation of the transactions contemplated hereby or thereby except under state securities or “blue sky” laws, which if required, have been issued or obtained prior to the date hereof.

Conflicts; Consents. The execution execution, delivery and delivery performance by the Company of the Transaction Documents this Agreement and the consummation of the transactions contemplated hereby do not and thereby (including, without limitation, the issuance and sale of the Securities) and compliance with the terms hereof and thereof will not result in the creation or imposition of any Xxxx of any nature whatsoever upon any of the properties or assets of the Company or its Subsidiaries, or breach, (i) conflict with, with or result in any violation a breach of or default (with or without notice or lapse of time or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of any benefit under and, in the case of clauses (i) and (iii), except as would not have a Material Adverse Effect, (i) any loan or credit agreement, note, bond, mortgage, indenture, lease, deed of trust, agreement, contract, commitment, license (including, without limitation, the Communication Licenses), franchise, permit, understanding, instrument (including without limitation, the Stonehouse Restructuring Agreement, the Stonehouse Royalty Agreement and the Restructuring Documents), or obligation or other arrangement to which the Company or any its Subsidiaries is a party or by which the Company, any of its Subsidiaries or any of their properties or assets may be bound or affected, (ii) any certificate certificates of incorporation, certificate of formation, any certificate of designation by-laws or other constitutive, organizational or governing constitutive documents of the Company or any of its Subsidiaries, (ii) except as set forth in Section 3.4 of the Disclosure Schedule, conflict with, breach or result in a default (or give rise to any capital stock right of termination, cancellation or acceleration) under any of the provisions of any note, bond, lease, mortgage, indenture, or any license, franchise, permit, agreement or other instrument or obligation to which any of the Company or its Subsidiaries is a party, or by which any such Person or its properties or assets are bound, except for such conflicts, breaches or defaults as to which requisite waivers or consents have been obtained before the Closing (which waivers or consents are set forth in Section 3.4 of the Disclosure Schedule), (iii) violate any Laws applicable to the Company or any of its Subsidiaries or bylaws any such Person’s properties or assets or (iv) result in the creation or imposition of any Encumbrance upon any property or assets used or held by the Company or any of its Subsidiaries or Subsidiaries, except where the occurrence of any of the foregoing described in clauses (ii), (iii) any Legal Requirement applicable or (iv) above has not had and would not reasonably be expected to have a Company Material Adverse Effect or prevent or materially delay the Company, consummation of the Merger. The Company has not received an uncured notice alleging any of its Subsidiaries the foregoing. Except for (1) the filing of a premerger notification and report form under the Xxxx-Xxxxx-Xxxxxx Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) and the expiration or early termination of the applicable waiting period thereunder, (2) any of their respective properties filings as may be required under the DGCL in connection with the Merger and (3) such consents, approvals, notifications, registrations or assets. No consentfilings the failure to obtain which has not had and would not reasonably be expected to have a Company Material Adverse Effect, approval, order, license, permit no consent or authorization ofapproval by, or notification, registration, declaration notification of or registration or filing with, any Governmental Authority or any other Person Entity is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance by the Company of any of the Transaction Documents, the issuance and sale of the Securities, this Agreement or the consummation of the transactions contemplated hereby or thereby hereby, except under state securities or “blue sky” laws, which if required, have been issued or obtained prior to as set forth in Section 3.4 of the date hereofDisclosure Schedule.

Conflicts; Consents. The execution execution, delivery and delivery performance by the Company of this Agreement and the Transaction Documents Articles and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the issuance and sale of the Securities) and compliance with the terms hereof and thereof does not and will not result in the creation or imposition of any Xxxx of any nature whatsoever upon any of the properties or assets of the Company or its Subsidiaries, or breach, conflict with, or result in any violation of or default (with or without notice or lapse of time or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of any benefit under andunder, or result in the case creation or imposition of clauses (i) and (iii), except as would not have a Material Adverse Effectany Lien of any nature whatsoever upon any of the properties or assets of the Company or any of its Subsidiaries under, (i) any loan material agreement or credit agreement, note, bond, mortgage, indenture, lease, deed of trust, agreement, contract, commitment, license (including, without limitation, the Communication Licenses), franchise, permit, understanding, instrument (including without limitation, the Stonehouse Restructuring Agreement, the Stonehouse Royalty Agreement and the Restructuring Documents), or obligation or other arrangement to which the Company or any of its Subsidiaries is a party or by which the Company, Company or any of its Subsidiaries or any of their respective properties or assets may be bound or affected, (ii) any certificate provision of incorporation, certificate of formation, any certificate of designation or other constitutive, organizational the constitutive or governing documents of the Company or any of its Subsidiaries, any capital stock of the Company or any of its Subsidiaries or bylaws of the Company or any of its Subsidiaries or (iii) assuming that the representations of the Investors set forth in Article III are correct, any Legal Requirement applicable to the Company, Company or any of its Subsidiaries or any of their respective properties or assets. No Assuming that the representations of the Investors set forth in Article III are correct and except for the filing of the Articles, no consent, approval, order, license, permit or authorization of, or notification, registration, declaration or filing with, any Governmental Authority or any other Person is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance by the Company of any of the Transaction Documentsthis Agreement, the issuance and sale of the SecuritiesShares, or the consummation of the transactions contemplated hereby or thereby except under state securities for consents, approvals, orders, licenses, permits, authorizations, notifications, registrations, declarations or “blue sky” laws, filings which if required, have been issued obtained or obtained prior made or the failure to the date hereofobtain or make which could not reasonably be expected to have a Material Adverse Effect.

Conflicts; Consents. The execution execution, delivery and delivery performance by the Company of the Transaction Documents this Agreement and the consummation of the transactions contemplated hereby do not and thereby (including, without limitation, the issuance and sale of the Securities) and compliance with the terms hereof and thereof will not result in the creation or imposition of any Xxxx of any nature whatsoever upon any of the properties or assets of the Company or its Subsidiaries, or breach, (i) conflict with, with or result in any violation a breach of or default (with or without notice or lapse of time or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of any benefit under and, in the case of clauses (i) and (iii), except as would not have a Material Adverse Effect, (i) any loan or credit agreement, note, bond, mortgage, indenture, lease, deed of trust, agreement, contract, commitment, license (including, without limitation, the Communication Licenses), franchise, permit, understanding, instrument (including without limitation, the Stonehouse Restructuring Agreement, the Stonehouse Royalty Agreement and the Restructuring Documents), or obligation or other arrangement to which the Company or any its Subsidiaries is a party or by which the Company, any of its Subsidiaries or any of their properties or assets may be bound or affected, (ii) any certificate of incorporation, certificate of formation, any certificate of designation or other constitutive, organizational or governing documents Organizational Documents of the Company or any of its Subsidiaries, (ii) except as set forth in Schedule 4.4, conflict with, breach or result in a default (or give rise to any capital stock right of termination, cancellation or acceleration) under any of the provisions of any contract to which any of the Company or its Subsidiaries is a party, or by which any such Person or its properties or assets are bound, (iii) violate any Applicable Laws or (iv) result in the creation or imposition of any Lien (other than Permitted Liens) upon any property or assets owned, used or held by the Company or any of its Subsidiaries or bylaws Subsidiaries, except where the occurrence of any of the Company or any of its Subsidiaries or foregoing described in clauses (ii), (iii) or (iv) above would not, individually or in the aggregate, reasonably be expected to interfere in any Legal Requirement material respect with the conduct of the Business as presently conducted. Except as set forth in Schedule 4.4 and except for (1) the filing of a premerger notification and report form under the Xxxx-Xxxxx-Xxxxxx Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) and the expiration or early termination of the applicable waiting period thereunder, (2) compliance with and filings under any other Competition Laws that may be applicable due to the Companynature of the business conducted by Parent and (3) any filings as may be required under the DGCL in connection with the Merger (all such consents and approvals referred to in this sentence, any of its Subsidiaries the “Consents and Approvals”), no consent or any of their respective properties or assets. No consent, approval, order, license, permit or authorization ofapproval by, or notification, registration, declaration notification of or registration or filing with, any Governmental Authority or any other Person Entity is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance by the Company of any of the Transaction Documents, the issuance and sale of the Securities, this Agreement or the consummation of the transactions contemplated hereby hereby, except for such consents or thereby except under state securities approvals, the failure of which to obtain would not, individually or “blue sky” lawsin the aggregate, which if required, have been issued or obtained prior reasonably be expected to interfere in any material respect with the date hereofconduct of the Business as presently conducted.

Conflicts; Consents. The Subject to the receipt of the Consents and the making of filings and submissions referenced in the next sentence, neither the execution and nor delivery by the Company of the Transaction Documents and the this Agreement or of any Ancillary Document nor consummation by Company of the transactions contemplated hereby and thereby herein or therein does or will (includingwith or without the passage of time or giving of notice): (i) constitute a breach of, without limitationviolate, the issuance and sale conflict with or give rise to or create any right or obligation under any Organizational Document of the SecuritiesCompany; (ii) and compliance violate any Applicable Law; (iii) constitute a breach or violation of or a default under, conflict with or give rise to or create any right of any Person other than the terms hereof and thereof will not Company to accelerate, increase, terminate, modify or cancel any material right or obligation in a manner adverse to the Company or result in the creation of any Encumbrance, other than a Permitted Encumbrance, of the Company under any Major Contract; or (iv) result in the creation or imposition of any Xxxx of any nature whatsoever upon any of Encumbrance on the properties Shares, except where such a breach, violation, default, conflict or assets right under clause (ii) or (iii) above has not had a Material Adverse Effect and will not materially and adversely affect the ability of the Company or its Subsidiaries, or breach, conflict with, or result in any violation of or default (with or without notice or lapse of time or both) under, or give rise the Stockholders to a right of termination, cancellation or acceleration of any obligation or to consummate the loss of any benefit under and, in the case of clauses (i) and (iii), except as would not have a Material Adverse Effect, (i) any loan or credit agreement, note, bond, mortgage, indenture, lease, deed of trust, agreement, contract, commitment, license (including, without limitation, the Communication Licenses), franchise, permit, understanding, instrument (including without limitation, the Stonehouse Restructuring Agreement, the Stonehouse Royalty Agreement and the Restructuring Documents), or obligation or other arrangement to which the Company or any its Subsidiaries is a party or by which the Company, any of its Subsidiaries or any of their properties or assets may be bound or affected, (ii) any certificate of incorporation, certificate of formation, any certificate of designation or other constitutive, organizational or governing documents of the Company or any of its Subsidiaries, any capital stock of the Company or any of its Subsidiaries or bylaws of the Company or any of its Subsidiaries or (iii) any Legal Requirement applicable to the Company, any of its Subsidiaries or any of their respective properties or assetstransactions contemplated herein. No consentconsent or approval by, approval, order, license, permit or authorization of, or notification, registration, declaration notification to or filing with, with any Governmental Authority or any other Person is required to be obtained or made by or with respect to the Company or under any of its Subsidiaries Major Contract in connection with the Company’s execution, delivery and or performance by of this Agreement or any Ancillary Document of the Company of any of the Transaction Documents, the issuance and sale of the Securities, or the consummation of the transactions contemplated hereby herein or thereby therein by the Company or the Stockholders, except under state securities (1) the filing of the Certificates of Merger, (2) as required by Antitrust Laws, and (3) for any consent, approval, notice or filing, the absence of which has not had a Material Adverse Effect and will not materially and adversely affect the ability of the Company or the Stockholders to consummate the transactions contemplated herein. “blue skyConsent” lawsmeans each consent, which if requiredapproval, have been issued notice or obtained prior to filing listed in Section 3.3(b) of the date hereofDisclosure Schedule.

Conflicts; Consents. The execution and delivery by the Company of the Transaction Documents and this Agreement, ------------------- the consummation of the Merger and the other transactions contemplated hereby and thereby (including, without limitation, the issuance compliance by Parent and sale of the Securities) and compliance Merger Subsidiary with the terms other provisions hereof do not and thereof will not result in the creation or imposition of any Xxxx of any nature whatsoever upon any of the properties or assets of the Company or its Subsidiaries, or breach, (i) conflict with, with or result in any violation a breach of the charter, by- laws or other constitutive documents of Parent or Merger Subsidiary, (ii) conflict with or result in a default (with or without notice or lapse of time or both) under, or give rise to a any right of termination, cancellation or acceleration acceleration) under any of the provisions of any obligation or to the loss of any benefit under and, in the case of clauses (i) and (iii), except as would not have a Material Adverse Effect, (i) any loan or credit agreement, note, bond, lease, mortgage, indenture, lease, deed of trust, agreement, contract, commitment, license (including, without limitation, the Communication Licenses)or any material license, franchise, permit, understanding, agreement or other instrument (including without limitation, the Stonehouse Restructuring Agreement, the Stonehouse Royalty Agreement and the Restructuring Documents), or obligation or other arrangement to which the Company Parent or any its Subsidiaries Merger Subsidiary is a party party, or by which the Company, any of its Subsidiaries Parent or any of their Merger Subsidiary or Parent's or Merger Subsidiary's properties or assets assets, may be bound or affected, (ii) any certificate of incorporationexcept for such conflict, certificate of formationbreach or default as to which requisite waivers or consents shall be obtained before the Closing, any certificate of designation or other constitutive, organizational or governing documents of the Company or any of its Subsidiaries, any capital stock of the Company or any of its Subsidiaries or bylaws of the Company or any of its Subsidiaries or (iii) violate any Legal Requirement law, statute, rule or regulation or order, writ, injunction or decree applicable to the CompanyParent or Merger Subsidiary or Parent's or Merger Subsidiary's properties or assets, except for any of its Subsidiaries such violations that are immaterial to Parent or Merger Subsidiary or any of their respective Parent's or Merger Subsidiary's properties or assets. No consent, approval, order, license, permit consent or authorization ofapproval by, or notification, registration, declaration any notification of or filing with, any Governmental Authority or any other Person person is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance by the Company Parent or Merger Subsidiary of any of the Transaction Documents, the issuance and sale of the Securities, this Agreement or the consummation of the Merger and the other transactions contemplated hereby or thereby hereby, except for (i) the filing with the SEC such reports under Sections 13 and 16 of the Exchange Act, as may be required in connection with this Agreement, the Merger and the other transactions contemplated hereby, (ii) such filings as may be required under state securities or “"blue sky” laws" laws in connection with the issuance of the Parent Common Stock in connection with the Merger, and (iii) the filing of the Articles of Merger with the Illinois Secretary of State and the Certificate of Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which if required, have been issued or obtained prior the Company is qualified to the date hereofdo business.

Conflicts; Consents. The Assuming (i) compliance with the information requirements of the HSR Act, if any, (ii) the issuance of the Bankruptcy Court Order and (iii) the issuance and continued effectiveness of Power Marketing Authorization by the Federal Energy Regulatory Commission ("FERC") for UBS neither the execution and delivery by of this Agreement and the Company of the Transaction Documents Related Agreements and the consummation of the transactions contemplated hereby and or thereby (including, without limitation, the issuance and sale of the Securities) and or compliance by UBS with the terms hereof and thereof will not result in the creation or imposition of any Xxxx of any nature whatsoever upon any of the properties provisions hereof or assets of the Company or its Subsidiaries, or breach, thereof will (i) conflict with, with or result in any violation a breach of the constitutive documents of 39 UBS, (ii) conflict with or result in a default (with or without notice or lapse of time or both) under, or give rise to a any right of termination, cancellation or acceleration acceleration) under any of the provisions of any obligation or to the loss of any benefit under and, in the case of clauses (i) and (iii), except as would not have a Material Adverse Effect, (i) any loan or credit agreement, note, bond, lease, hypothecation, mortgage, indenture, lease, deed of trust, agreement, contract, commitment, license (including, without limitation, the Communication Licenses)license, franchise, permit, understanding, agreement or other instrument (including without limitation, the Stonehouse Restructuring Agreement, the Stonehouse Royalty Agreement and the Restructuring Documents), or obligation or other arrangement to which the Company or any its Subsidiaries UBS is a party party, or by which the Company, any of UBS or its Subsidiaries or any of their properties or assets assets, may be bound or affectedaffected (except for such conflicts, (ii) any certificate of incorporationbreaches or defaults as to which requisite waivers or consents shall be obtained before the Effective Date), certificate of formation, any certificate of designation or other constitutive, organizational or governing documents of the Company or any of its Subsidiaries, any capital stock of the Company or any of its Subsidiaries or bylaws of the Company or any of its Subsidiaries or (iii) violate any Legal Requirement law, statute, rule or regulation or order, writ, injunction or decree applicable to the Company, any of UBS or its Subsidiaries or any of their respective properties or assets, in each case in clause (ii) or (iii), which conflict, breach, default, right or violation could reasonably be expected to materially impair its ability to consummate the transactions contemplated hereby. No consentExcept (a) as set forth on Schedule 2.2(c) to the Master Agreement, approval(b) for consents, orderapprovals, license, permit or authorization authorizations of, or notificationdeclarations or filings with, registrationthe Bankruptcy Court, declaration (c) for filings pursuant to the HSR Act, if any, and (d) the issuance and continued effectiveness of Power Marketing Authorization for UBS, no consent or approval by, or any notification of or filing with, any Governmental Authority or any other Person is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance by UBS of this Agreement, the Company of Related Agreements or any of the Transaction Documentsother agreements, the issuance documents and sale of the Securities, instruments contemplated in connection with this Agreement or the consummation of the transactions contemplated hereby or thereby except under state securities or “blue sky” laws, which if required, have been issued or obtained prior to the date hereofthereby.

Conflicts; Consents. The execution execution, delivery and delivery performance by the Company of the Transaction Documents this Agreement and the consummation of the transactions contemplated hereby do not and thereby (including, without limitation, the issuance and sale of the Securities) and compliance with the terms hereof and thereof will not result in (i) assuming the creation or imposition of any Xxxx of any nature whatsoever upon any of the properties or assets of the Required Company or its Subsidiaries, or breachStockholders adopt this Agreement, conflict with, with or result in any violation a breach of or default (with or without notice or lapse of time or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of any benefit under and, in the case of clauses (i) and (iii), except as would not have a Material Adverse Effect, (i) any loan or credit agreement, note, bond, mortgage, indenture, lease, deed of trust, agreement, contract, commitment, license (including, without limitation, the Communication Licenses), franchise, permit, understanding, instrument (including without limitation, the Stonehouse Restructuring Agreement, the Stonehouse Royalty Agreement and the Restructuring Documents), or obligation or other arrangement to which the Company or any its Subsidiaries is a party or by which the Company, any of its Subsidiaries or any of their properties or assets may be bound or affected, (ii) any certificate certificates of incorporation, certificate of formation, any certificate of designation by-laws or other constitutive, organizational or governing constitutive documents of the Company or any of its Subsidiaries, (ii) except as set forth in Section 3.4 of the Disclosure Schedule, conflict with, breach or result in a default (or give rise to any capital stock right of termination, cancellation or acceleration) under any of the provisions of any note, bond, lease, mortgage, indenture, or any license, franchise, permit, agreement or other instrument or obligation to which any of the Company or its Subsidiaries is a party, or by which any such Person or its properties or assets are bound, (iii) violate any Laws applicable to the Company or any of its Subsidiaries or bylaws any such Person’s properties or assets or (iv) result in the creation or imposition of any Encumbrance upon any property or assets used or held by the Company or any of its Subsidiaries or Subsidiaries, except where the occurrence of any of the foregoing described in clauses (ii), (iii) or (iv) above, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect or prevent or materially delay the consummation of the Merger. Except for (1) the filing of a premerger notification and report form under the Xxxx-Xxxxx-Xxxxxx Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) and the expiration or early termination of the applicable waiting period thereunder, (2) any Legal Requirement applicable filings as may be required under the DGCL or the Exchange Act in connection with the Merger and (3) such consents, approvals, notifications, registrations or filings the failure to obtain which, individually or in the Companyaggregate, any would not reasonably be expected to have a Company Material Adverse Effect or prevent or materially delay consummation of its Subsidiaries the Merger, no consent or any of their respective properties or assets. No consent, approval, order, license, permit or authorization ofapproval by, or notification, registration, declaration notification of or registration or filing with, any Governmental Authority or any other Person Entity is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance by the Company of any of the Transaction Documents, the issuance and sale of the Securities, this Agreement or the consummation of the transactions contemplated hereby or thereby hereby, except under state securities or “blue sky” laws, which if required, have been issued or obtained prior to as set forth in Section 3.4 of the date hereof.Disclosure Schedule. Table of Contents

Conflicts; Consents. The execution and delivery by the Company of the Transaction Documents and this Agreement, ------------------- the consummation of the Merger and the other transactions contemplated hereby and thereby the compliance by the Company with the provisions hereof do not and will not (including, without limitation, the issuance and sale i) conflict with or result in a breach of the Securitiescharter, by-laws or other constitutive documents of the Company, (ii) and compliance conflict with or result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms hereof and thereof will not provisions of any note, bond, lease, mortgage, indenture, or any material license, franchise, permit, agreement or other instrument or obligation to which the Company is a party, or by which the Company or any of the Company's properties or assets, may be bound or affected, except for such conflicts, breaches or defaults as are set forth in Section 3.1(d) of the Disclosure Schedule, (iii) violate any law, statute, rule or regulation or order, writ, injunction or decree applicable to the Company or any of the Company's properties or assets, except for any such violations that are immaterial to the Company or any of the Company's properties or assets or (iv) result in the creation or imposition of any Xxxx of any nature whatsoever security interest, lien or other encumbrance upon any of the properties property or assets of used or held by the Company Company. No consent or its Subsidiariesapproval by, or breach, conflict with, or result in any violation notification of or default (with or without notice or lapse of time or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of any benefit under and, in the case of clauses (i) and (iii), except as would not have a Material Adverse Effect, (i) any loan or credit agreement, note, bond, mortgage, indenture, lease, deed of trust, agreement, contract, commitment, license (including, without limitation, the Communication Licenses), franchise, permit, understanding, instrument (including without limitation, the Stonehouse Restructuring Agreement, the Stonehouse Royalty Agreement and the Restructuring Documents), or obligation or other arrangement to which the Company or any its Subsidiaries is a party or by which the Company, any of its Subsidiaries or any of their properties or assets may be bound or affected, (ii) any certificate of incorporation, certificate of formation, any certificate of designation or other constitutive, organizational or governing documents of the Company or any of its Subsidiaries, any capital stock of the Company or any of its Subsidiaries or bylaws of the Company or any of its Subsidiaries or (iii) any Legal Requirement applicable to the Company, any of its Subsidiaries or any of their respective properties or assets. No consent, approval, order, license, permit or authorization of, or notification, registration, declaration or filing with, any Governmental Authority or any other Person person is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance by the Company of any of the Transaction Documents, the issuance and sale of the Securities, this Agreement or the consummation of the Merger and the other transactions contemplated hereby or thereby except for (i) the filing with the Securities and Exchange Commission (the "SEC") such reports under Sections 13 and 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement and the Merger and the other transactions contemplated hereby, (ii) such filings as may be required under state securities or “"blue sky” laws" laws in connection with the issuance of the Parent Common Stock in connection with the Merger, (iii) the filing of the Articles of Merger with the Illinois Secretary of State and the Certificate of Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which if requiredthe Company is qualified to do business, have been issued or obtained prior to and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings as are set forth in Section 3.1(d) of the date hereofDisclosure Schedule.

Conflicts; Consents. The Neither the execution and delivery by the Company of the Transaction Documents and this Agreement, the consummation of the transactions contemplated hereby and thereby nor compliance by the Seller or either of Companies with any of the provisions hereof will (includingi) conflict with or result in a breach of, without limitationor require any consent or approval under, the issuance and sale charter, by-laws, Partnership Agreement or other constitutive documents, as applicable, of either of the SecuritiesCompanies, any of the Subsidiaries, any of the General Partnerships or, to the knowledge of the Seller, Lockport, except for any such conflict, breach or requirement with respect to which requisite waivers, consents or approvals shall be obtained before the Closing (which waivers, consents and approvals are set forth in Schedule 2.2(d)-1), (ii) conflict with or result in a default (or give rise to any right of termination, cancellation or acceleration), or require any consent or approval, under any of the provisions of any contract, agreement or other instrument referred to in Section 2.2(k) and compliance with Schedule 2.2(k), except for any such conflict, breach, default or requirement which would not have a Material Adverse Effect or as to which requisite waivers, consents or approvals shall be obtained before the terms hereof Closing (which waivers, consents and thereof will not approvals are set forth in Schedule 2.2(d)-1), (iii) violate any law or statute or, to the knowledge of the Seller, any rule or regulation or order, writ, injunction or decree applicable to either of the Companies, any of the Subsidiaries, any of the General Partnerships or, to the knowledge of the Seller, Lockport, or the properties or assets of the Companies, any of the Subsidiaries, any of the General Partnerships or, to the knowledge of the Seller, Lockport, or (iv) result in the creation or imposition of any Xxxx of any nature whatsoever upon any of Material Claim on the Shares, the Subsidiaries' Shares or the GEI Partnership Interests, or on the properties or assets of the Company or its Companies, any of the Subsidiaries, or breachany of the Partnerships. Except for compliance with any applicable requirements under the HSR Act and except as set forth in Schedule 2.2(d)-2, conflict withno consent or approval by, or result in any violation notification of or default (with or without notice or lapse of time or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of any benefit under and, in the case of clauses (i) and (iii), except as would not have a Material Adverse Effect, (i) any loan or credit agreement, note, bond, mortgage, indenture, lease, deed of trust, agreement, contract, commitment, license (including, without limitation, the Communication Licenses), franchise, permit, understanding, instrument (including without limitation, the Stonehouse Restructuring Agreement, the Stonehouse Royalty Agreement and the Restructuring Documents), or obligation or other arrangement to which the Company or any its Subsidiaries is a party or by which the Company, any of its Subsidiaries or any of their properties or assets may be bound or affected, (ii) any certificate of incorporation, certificate of formation, any certificate of designation or other constitutive, organizational or governing documents of the Company or any of its Subsidiaries, any capital stock of the Company or any of its Subsidiaries or bylaws of the Company or any of its Subsidiaries or (iii) any Legal Requirement applicable to the Company, any of its Subsidiaries or any of their respective properties or assets. No consent, approval, order, license, permit or authorization of, or notification, registration, declaration or filing with, any Governmental Authority governmental authority or any other Person body is required to be obtained or made by or with respect to the Company or any of its Subsidiaries 15 in connection with the execution, delivery and performance by the Company of any either of the Transaction Documents, the issuance and sale Companies of the Securities, this Agreement or the consummation of the transactions contemplated hereby or thereby except under state securities or “blue sky” laws, which if required, have been issued or obtained prior to the date hereofhereby.

Conflicts; Consents. The execution and delivery by the Company Sellers of the Transaction Documents and this Agreement, the consummation of the transactions contemplated hereby and thereby (including, without limitation, compliance by the issuance and sale Sellers with any of the Securities) provisions hereof does not and compliance with the terms hereof and thereof will not (i) conflict with or result in a breach of the articles of incorporation, by-laws or other constitutive documents of the Company or Phoenix, (ii) conflict with or result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the provisions of any note, bond, lease, mortgage, indenture, or any license, franchise, permit, agreement or other instrument or obligation to which the Company or Phoenix or any Seller is a party, or by which the Company or Phoenix or any Seller or any of the Company's or Phoenix's or any Seller's properties or assets, may be bound or affected, except for such conflicts, breaches or defaults as to which requisite waivers or consents have been obtained before the Closing (which waivers or consents are set forth in Section 2.1(d) of the Disclosure Schedule), (iii) violate any law, statute, rule or regulation or order, writ, injunction or decree applicable to the Company or Phoenix or any Seller or any of the Company's or Phoenix's or any Seller's properties or assets or (iv) result in the creation or imposition of any Xxxx of any nature whatsoever Claim upon any of the properties Shares or any property or assets of used or held by the Company or its SubsidiariesPhoenix. Except as set forth in Section 2.1(d) of the Disclosure Schedule, no consent or approval by, or breach, conflict with, or result in any violation notification of or default (with or without notice or lapse of time or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of any benefit under and, in the case of clauses (i) and (iii), except as would not have a Material Adverse Effect, (i) any loan or credit agreement, note, bond, mortgage, indenture, lease, deed of trust, agreement, contract, commitment, license (including, without limitation, the Communication Licenses), franchise, permit, understanding, instrument (including without limitation, the Stonehouse Restructuring Agreement, the Stonehouse Royalty Agreement and the Restructuring Documents), or obligation or other arrangement to which the Company or any its Subsidiaries is a party or by which the Company, any of its Subsidiaries or any of their properties or assets may be bound or affected, (ii) any certificate of incorporation, certificate of formation, any certificate of designation or other constitutive, organizational or governing documents of the Company or any of its Subsidiaries, any capital stock of the Company or any of its Subsidiaries or bylaws of the Company or any of its Subsidiaries or (iii) any Legal Requirement applicable to the Company, any of its Subsidiaries or any of their respective properties or assets. No consent, approval, order, license, permit or authorization of, or notification, registration, declaration or filing with, any Governmental Authority or any other Person person is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance by the Company any Seller of any of the Transaction Documents, the issuance and sale of the Securities, this Agreement or the consummation of the transactions contemplated hereby except for the filing of a premerger notification and report form under the Hart-Xxxxx-Xxxxxx Xxx of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") and the expiration or thereby except early termination of the applicable waiting period under state securities or “blue sky” laws, which if required, have been issued or obtained prior to the date hereofHSR Act.

Conflicts; Consents. The execution and delivery of this ------------------- Agreement and the other agreements and documents to which MCNS or Sub is a party as contemplated by the Company of the Transaction Documents and this Agreement, the consummation of the transactions contemplated hereby and thereby (including, without limitation, the issuance and sale of the Securities) and compliance by MCNS and Sub with the terms provisions hereof and thereof do not and will not result in the creation or imposition of any Xxxx of any nature whatsoever upon any of the properties or assets of the Company or its Subsidiaries, or breach, (i) conflict with, with or result in any violation a breach of the certificate of incorporation, by-laws or other constitutive documents of MCNS or Sub, (ii) conflict with or result in a default (with or without notice or lapse of time or both) under, or give rise to a any right of termination, cancellation or acceleration acceleration) under any of the provisions of any obligation or to the loss of any benefit under and, in the case of clauses (i) and (iii), except as would not have a Material Adverse Effect, (i) any loan or credit agreement, note, bond, lease, mortgage, indenture, lease, deed of trust, agreement, contract, commitment, license (including, without limitation, the Communication Licenses)license, franchise, permit, understanding, agreement or other instrument (including without limitation, the Stonehouse Restructuring Agreement, the Stonehouse Royalty Agreement and the Restructuring Documents), or obligation or other arrangement to which the Company MCNS or any its Subsidiaries Sub is a party party, or by which the Company, any of its Subsidiaries MCNS or Sub or any of their MCNS's or Sub's properties or assets assets, may be bound or affected, (ii) any certificate of incorporationexcept for such conflict, certificate of formationbreach or default as to which requisite waivers or consents shall be obtained before the Closing, any certificate of designation or other constitutive, organizational or governing documents of the Company or any of its Subsidiaries, any capital stock of the Company or any of its Subsidiaries or bylaws of the Company or any of its Subsidiaries or (iii) violate any Legal Requirement law, statute, rule or regulation or order, writ, injunction or decree applicable to the Company, any of its Subsidiaries MCNS or any of their respective Sub or MCNS's or Sub's properties or assets. No consent, approval, order, license, permit consent or authorization ofapproval by, or notification, registration, declaration any notification of or filing with, any Governmental Authority or any other Person person is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance by the Company MCNS or Sub of any of the Transaction Documents, the issuance and sale of the Securities, this Agreement or the consummation of the transactions contemplated hereby or thereby hereby, except for (i) the filing with the SEC of such reports under Sections 13 and 16 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, (ii) such filings as may be required under state securities or “"blue sky” laws" laws in connection with the issuance of the MCNS Common Stock in connection with the transactions contemplated hereby, and (iii) the filing of appropriate documents with the relevant authorities of other states in which if required, have been issued or obtained prior the Company is qualified to the date hereofdo business.

Conflicts; Consents. The Assuming that all the Consents and other actions described in Section 4.20 have been obtained or made and any applicable waiting period has expired or been terminated, the execution and delivery by the Company each Seller of the Transaction Documents this Agreement and each Ancillary Agreement to which it is a party and the consummation of the transactions contemplated hereby by this Agreement and thereby (including, without limitation, the issuance and sale of the Securities) each Ancillary Agreement and compliance with the terms hereof of this Agreement and thereof each Ancillary Agreement will not result in the creation or imposition of any Xxxx Lien of any nature whatsoever upon any of the properties Acquired Assets or the assets of the Company or its Subsidiariesany Acquired Subsidiary, or breach, conflict with, or result in any violation of or default (with or without notice or lapse of time or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of any benefit under and, in the case of clauses (i) and (iii), except as would not have a Material Adverse Effectunder, (i) any loan or credit agreement, note, bond, mortgage, indenture, lease, deed of trust, agreement, contract, commitment, license (including, without limitation, the Communication Licenses)license, franchise, permit, understanding, instrument (including without limitation, the Stonehouse Restructuring Agreement, the Stonehouse Royalty Agreement and the Restructuring Documents)instrument, or obligation or other arrangement to which the Company any Seller or any its Subsidiaries Acquired Subsidiary is a party or by which the Companyany Seller, any of its Subsidiaries Acquired Subsidiary, or any of their respective properties or assets may be bound or affected, (ii) any certificate of incorporation, certificate of formation, any certificate of designation or other constitutive, organizational or governing documents documents, including bylaws, of the Company any Seller or Acquired Subsidiary, or any Equity Interests of its Subsidiaries, any capital stock of the Company Seller or any of its Subsidiaries or bylaws of the Company or any of its Subsidiaries Acquired Subsidiary or (iii) any Legal Requirement Law or Order applicable to Sellers or any Acquired Subsidiary or by which any Acquired Asset or the Companyassets of any Acquired Subsidiary is bound or affected. Except for entry of the Sale Order with respect to the Debtors and the Consents referred to in Section 4.20 or otherwise listed on Schedule 4.20 of the Disclosure Schedule (which Schedule lists, in addition to the matters specified in Section 4.20, any third party consents that, after giving effect to the provisions of its Subsidiaries Sections 363 and 365 of the Bankruptcy Code, are required for the assumption and assignment of any Assigned Contract or the transfer of any of their respective properties or assets. No software license embedded in material Equipment included in the Acquired Assets), no consent, approval, order, license, permit or authorization of, or notification, registration, declaration or filing with, any Governmental Authority Government or any other Person is required to be obtained or made by or with respect to the Company any Seller or any of its Subsidiaries Acquired Subsidiary in connection with the execution, execution and delivery and performance of this Agreement or any Ancillary Agreement by Sellers and the Company of any of the Transaction Documents, the issuance and sale of the SecuritiesAcquired Subsidiaries except as contemplated herein or therein, or the consummation of the transactions contemplated hereby or thereby except under state securities or “blue sky” laws, which if required, have been issued or obtained prior to the date hereofthereby.

Conflicts; Consents. The execution execution, delivery and delivery performance by the Company of the Transaction Documents this Agreement and the consummation of the transactions contemplated hereby and thereby does not and will not, with or without the giving of notice or the passage of time or both (including, without limitation, the issuance and sale of the Securitiesi) and compliance conflict with the terms hereof and thereof will not result in the creation or imposition of any Xxxx of any nature whatsoever upon any of the properties or assets of the Company or its Subsidiaries, or breach, conflict with, or result in any violation a breach of or default (with or without notice or lapse of time or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of any benefit under and, in the case of clauses (i) and (iii), except as would not have a Material Adverse Effect, (i) any loan or credit agreement, note, bond, mortgage, indenture, lease, deed of trust, agreement, contract, commitment, license (including, without limitation, the Communication Licenses), franchise, permit, understanding, instrument (including without limitation, the Stonehouse Restructuring Agreement, the Stonehouse Royalty Agreement and the Restructuring Documents), or obligation or other arrangement to which the Company or any its Subsidiaries is a party or by which the Company, any of its Subsidiaries or any of their properties or assets may be bound or affected, (ii) any certificate certificates of incorporation, certificate of formation, any certificate of designation by-laws or other constitutive, organizational or governing constitutive documents of the Company or any of its Subsidiaries, (ii) except as set forth in Section 3.4 of the Disclosure Schedule, conflict with, violate, breach or result in a default (or give rise to any capital stock right of termination, cancellation or acceleration) under any of the provisions of any note, bond, lease, mortgage, indenture, or any license, franchise, permit, agreement or other instrument or obligation to which any of the Company or its Subsidiaries is a party, or by which any such Person or its properties or assets are bound, (iii) violate any Laws applicable to the Company or any of its Subsidiaries or bylaws any such Person’s properties or assets or (iv) result in the creation or imposition of any Encumbrance upon any property or assets used or held by the Company or any of its Subsidiaries or Subsidiaries, except where the occurrence of any of the foregoing described in clauses (ii), (iii) or (iv) above individually or in the aggregate would not reasonably be expected to have a Company Material Adverse Effect. Except as set forth in Section 3.4 of the Disclosure Schedule and except for (1) the filing of a premerger notification and report form under the Hxxx-Xxxxx-Xxxxxx Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) and the expiration or early termination of the applicable waiting period thereunder, (2) any Legal Requirement applicable filings as may be required under the DGCL in connection with the Merger and (3) such consents, approvals, notifications, registrations or filings the failure of which to obtain individually or in the Companyaggregate would not reasonably be expected to have a Company Material Adverse Effect, any of its Subsidiaries no consent or any of their respective properties or assets. No consent, approval, order, license, permit or authorization ofapproval by, or notification, registration, declaration notification of or registration or filing with, any Governmental Authority or any other Person Entity is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance by the Company of any of the Transaction Documents, the issuance and sale of the Securities, this Agreement or the consummation of the transactions contemplated hereby or thereby except under state securities or “blue sky” laws, which if required, have been issued or obtained prior to the date hereofhereby.

Conflicts; Consents. The Assuming (i) compliance with the information requirements of the HSR Act, if any, (ii) the issuance of the Bankruptcy Court Order and (iii) the issuance and continued effectiveness of Power Marketing Authorization by the Federal Energy Regulatory Commission ("FERC") for UBS, none of the execution and delivery by of this Agreement, the Company of the Transaction Documents and Related Agreements, the consummation of the transactions contemplated hereby and or thereby (including, without limitation, the issuance and sale of the Securities) and or compliance by UBS with the terms hereof and thereof will not result in the creation or imposition of any Xxxx of any nature whatsoever upon any of the properties provisions hereof or assets of the Company or its Subsidiaries, or breach, thereof will (i) conflict with, with or result in any violation a breach of the constitutive documents of UBS, (ii) conflict with or result in a default (with or without notice or lapse of time or both) under, or give rise to a any right of termination, cancellation or acceleration acceleration) under any of the provisions of any obligation or to the loss of any benefit under and, in the case of clauses (i) and (iii), except as would not have a Material Adverse Effect, (i) any loan or credit agreement, note, bond, lease, hypothecation, mortgage, indenture, lease, deed of trust, agreement, contract, commitment, license (including, without limitation, the Communication Licenses)license, franchise, permit, understanding, agreement or other instrument (including without limitation, the Stonehouse Restructuring Agreement, the Stonehouse Royalty Agreement and the Restructuring Documents), or obligation or other arrangement to which the Company or any its Subsidiaries UBS is a party party, or by which the Company, any of UBS or its Subsidiaries or any of their properties or assets assets, may be bound or affectedaffected (except for such conflicts, (ii) any certificate of incorporationbreaches or defaults as to which requisite waivers or consents shall be obtained before the Closing), certificate of formation, any certificate of designation or other constitutive, organizational or governing documents of the Company or any of its Subsidiaries, any capital stock of the Company or any of its Subsidiaries or bylaws of the Company or any of its Subsidiaries or (iii) violate any Legal Requirement law, statute, rule or regulation or order, writ, injunction or decree applicable to the Company, any of UBS or its Subsidiaries or any of their respective properties or assets, in each case in clause (ii) or (iii), which conflict, breach, default, right or violation could reasonably be expected to materially impair its ability to consummate the transactions contemplated hereby. No consentExcept (a) as set forth on Schedule 2.2(c), approval(b) for consents, orderapprovals, license, permit or authorization authorizations of, or notificationdeclarations or filings with, registrationthe Bankruptcy Court, declaration (c) for filings pursuant to the HSR Act, if any, and (d) the issuance and continued effectiveness of Power Marketing Authorization for UBS, no material consent or approval by, or any notification of or filing with, any Governmental Authority person, firm, corporation, partnership, limited liability company, trust, joint venture, association or any other Person entity (governmental or private) is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance by UBS of this Agreement, the Company of Related Agreements or any of the Transaction Documentsother agreements, the issuance documents and sale of the Securities, instruments contemplated in connection with this Agreement or the consummation of the transactions contemplated hereby or thereby except under state securities or “blue sky” laws, which if required, have been issued or obtained prior to the date hereofthereby.

Conflicts; Consents. The execution and delivery by the Company each of the Transaction Borrowers and Guarantors of the Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby (including, without limitation, by the issuance and sale of the Securities) Loan Documents and compliance with the terms hereof and thereof of the Loan Documents will not result in the creation or imposition of any Xxxx Lien of any nature whatsoever upon any of the properties or assets of the Company Borrowers or its their Subsidiaries, or breach, conflict with, or result in any violation of or default (with or without notice or lapse of time or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of any benefit under and, in the case of clauses (i) and (iii), except as would not have a Material Adverse Effect, (i) any loan or credit agreement, note, bond, mortgage, indenture, lease, deed of trust, agreement, contract, commitment, license (including, without limitation, the Communication Licenses)license, franchise, permit, understanding, instrument (including without limitation, the Stonehouse Restructuring Agreement, the Stonehouse Royalty Agreement and the Restructuring Documents)instrument, or obligation or other arrangement to which the Company Borrowers or any its of their Subsidiaries is a party or by which the CompanyBorrowers, any of its their Subsidiaries or any of their properties or assets may be bound or affected, (ii) any certificate of incorporation, certificate of formation, any certificate of designation or other constitutive, organizational or governing documents of the Company Borrowers or any of its their Subsidiaries, any capital stock of the Company Borrowers or any of its their Subsidiaries or bylaws of the Company Borrowers or any of its their Subsidiaries or (iii) any Legal Requirement law, rule, regulation, order, judgment or decree (including foreign, federal and state securities laws and regulations and the rules and regulations of the NASDAQ Global Market applicable to the Company, any of its Subsidiaries Borrowers or any of their respective properties Subsidiaries or assetsby which any property or asset of the Borrowers or any of their Subsidiaries is bound or affected. No Except for entry of the Interim Order or the Final Order, whichever occurs first, no consent, approval, order, license, permit or authorization of, or notification, registration, declaration or filing with, any Governmental Authority governmental authority or any other Person is required to be obtained or made by or with respect to the Company Borrowers or any of its their Subsidiaries in connection with the execution, delivery of the Loan Documents and performance by the Company Borrowers and Guarantors of any of the Transaction Documents, the issuance and sale of the SecuritiesLoan Documents except as contemplated therein, or the consummation of the transactions contemplated hereby or thereby except under state securities or “blue sky” laws, which if required, have been issued or obtained prior to the date hereofthereby.

Conflicts; Consents. The execution Except as set forth on Schedule 3.3(a) and delivery by assuming that (y) requisite Bankruptcy Court approvals are obtained, (x) the Company notices, authorizations, approvals, Orders, permits or consents set forth on Schedule 3.3(b) are made, given or obtained (as applicable), (y) the requirements of the Transaction Documents HSR Act and any other applicable antitrust, competition or merger control Laws promulgated by any Governmental Body (“Foreign Competition Laws”) are complied with and (z) any filings required by any applicable federal or state securities or “blue sky” Laws are made, the execution, delivery and performance by Seller of this Agreement and the consummation by Seller of the transactions contemplated hereby and thereby (includinghereby, without limitation, the issuance and sale of the Securities) and compliance with the terms hereof and thereof will not result in the creation or imposition of any Xxxx of any nature whatsoever upon any of the properties or assets of the Company or its Subsidiaries, or breach, conflict with, or result in any violation of or default (with or without notice or lapse of time or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of any benefit under and, in the case of clauses do not: (i) and (iii), except as would not have a Material Adverse Effect, (i) any loan or credit agreement, note, bond, mortgage, indenture, lease, deed of trust, agreement, contract, commitment, license (including, without limitation, violate the Communication Licenses), franchise, permit, understanding, instrument (including without limitation, the Stonehouse Restructuring Agreement, the Stonehouse Royalty Agreement and the Restructuring Documents), or obligation or other arrangement to which the Company or any its Subsidiaries is a party or by which the Company, any of its Subsidiaries or any of their properties or assets may be bound or affected, (ii) any certificate of incorporation, certificate of formation, any certificate of designation limited liability company agreement or other constitutive, equivalent organizational or governing documents of the Company or any of its Subsidiaries; (ii) violate any Law applicable to the Company or any of its Subsidiaries or by which any of the Acquired Assets is bound; or (iii) 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, create in any capital stock party thereto the right to terminate or cancel, or require any consent under, or result in the creation or imposition of any Encumbrance (other than a Permitted Encumbrance) on any property or asset of the Company or any of its Subsidiaries under, any Lease or bylaws of the Company Contract listed on Schedule 3.7(a); except, in each case, for any such violations, breaches, defaults or any of its Subsidiaries or (iii) any Legal Requirement applicable other occurrences that are not material to the CompanyBusiness taken as a whole. Except as set forth on Schedule 3.3(b), Seller is not required to file, seek or obtain any of its Subsidiaries or any of their respective properties or assets. No consentnotice, authorization, approval, orderOrder, license, permit or authorization ofpermit, or notification, registration, declaration consent of or filing with, with any Governmental Authority or any other Person is required to be obtained or made by or with respect to the Company or any of its Subsidiaries Body in connection with the execution, delivery and performance by the Company Seller of any of the Transaction Documents, the issuance and sale of the Securities, this Agreement or the consummation by Seller of the transactions contemplated hereby hereby, except (i) requisite Bankruptcy Court approvals, (ii) any filings required to be made under the HSR Act and any Foreign Competition Laws, (iii) such filings as may be required by any applicable federal or thereby except under state securities or “blue sky” lawsLaws, which if required(iv) where failure to obtain such consent, have been issued approval, authorization or obtained prior action, or to make such filing or notification, is not material to the date hereof.Business taken as a whole, or

Conflicts; Consents. The Assuming that (a) requisite Bankruptcy Court approvals as described in this Agreement are obtained, (b) the notices, authorizations, approvals, Orders, Permits or consents set forth on Schedule 3.3 are made, given or obtained (as applicable), (c) the requirements of the HSR Act and any other applicable antitrust, competition or merger control Laws promulgated by any Governmental Body (“Foreign Competition Laws”) are complied with, and (d) any filings required by any applicable federal or state securities or “blue sky” Laws are made, the execution and delivery by the Company Sellers of the Transaction Documents this Agreement and each Ancillary Agreement, and the consummation by Sellers of the transactions contemplated hereby and thereby (includingthereby, without limitation, and the issuance and sale of the Securities) performance and compliance by Sellers with the terms hereof and thereof will not result in the creation or imposition of any Xxxx of any nature whatsoever upon any of the properties terms or assets of the Company provisions hereof or its Subsidiariesthereof, or breach, conflict with, or result in any violation of or default (with or without notice or lapse of time or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of any benefit under and, in the case of clauses do not and will not (i) and conflict with or violate any provision (iii), except as would not have a Material Adverse Effect1) of the Company’s articles of incorporation or bylaws or (2) of the similar organizational documents of any of the Company’s Subsidiaries, (iii) conflict with or violate any loan Law or credit agreementOrder applicable to the Company, note, bond, mortgage, indenture, lease, deed any of trust, agreement, contract, commitment, license (including, without limitation, the Communication Licenses), franchise, permit, understanding, instrument (including without limitation, the Stonehouse Restructuring Agreement, the Stonehouse Royalty Agreement and the Restructuring Documents), or obligation or other arrangement to which the Company its Subsidiaries or any its Subsidiaries is a party of the Acquired Assets or by which the Company, any of its Subsidiaries or any of their properties or assets the Acquired Assets may be bound or affected, (iiiii) conflict with, violate or constitute a breach of or default (with or without notice or lapse of time, or both) under or result in the acceleration of any certificate obligation under or give rise to a right of incorporationtermination, certificate modification, acceleration or cancelation of formationany obligation or to the loss of any benefit under, any certificate of designation the terms or provisions of any Material Contract, Permit, loan or credit agreement or other constitutiveContract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of the Acquired Assets is subject, organizational or governing documents (iv) result in the creation of any Encumbrance (other than a Permitted Encumbrance) on any properties or assets of the Company or any of its Subsidiaries, any capital stock except, in the case of the Company or any of its Subsidiaries or bylaws of the Company or any of its Subsidiaries or clauses (ii), (iii) any Legal Requirement applicable and (iv), as would not, individually or in the aggregate, reasonably be expected to the Company, any of its Subsidiaries or any of their respective properties or assets. No consent, approval, order, license, permit or authorization of, or notification, registration, declaration or filing with, any Governmental Authority or any other Person is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance by the Company of any of the Transaction Documents, the issuance and sale of the Securities, or the consummation of the transactions contemplated hereby or thereby except under state securities or “blue sky” laws, which if required, have been issued or obtained prior to the date hereofa Material Adverse Effect.

Conflicts; Consents. The execution and delivery by the Company None of the Transaction Documents and execution of this Agreement, the consummation of the transactions contemplated hereby and thereby (includinghereby, without limitationincluding the authorization, the issuance and sale delivery of the Securities) and Emergent Stock, or compliance by the Purchaser's Parent with the terms hereof and thereof will not result in the creation or imposition of any Xxxx of any nature whatsoever upon any of the properties or assets of the Company or its Subsidiaries, or breach, provisions hereof will (i) conflict with, with or result in any violation a breach of the constituent documents of the Purchaser's Parent, (ii) conflict with or result in a default (with or without notice or lapse of time or both) under, or give rise to a any right of termination, cancellation or acceleration acceleration) under any of the provisions of any obligation or to the loss of any benefit under and, in the case of clauses (i) and (iii), except as would not have a Material Adverse Effect, (i) any loan or credit agreement, note, bond, lease, mortgage, indenture, lease, deed of trust, agreement, contract, commitment, license (including, without limitation, the Communication Licenses)license, franchise, permit, understanding, agreement or other instrument (including without limitation, the Stonehouse Restructuring Agreement, the Stonehouse Royalty Agreement and the Restructuring Documents), or obligation or other arrangement to which the Company or any its Subsidiaries Purchaser's Parent is a party party, or by which the Company, any of its Subsidiaries such party or any of their such party's properties or assets assets, may be bound or affected, (ii) any certificate of incorporationexcept for such conflicts, certificate of formationbreaches or defaults as to which requisite waivers or consents shall be obtained before the Closing, any certificate of designation or other constitutive, organizational or governing documents of the Company or any of its Subsidiaries, any capital stock of the Company or any of its Subsidiaries or bylaws of the Company or any of its Subsidiaries or (iii) violate any Legal Requirement law, statute, rule or regulation or order, writ, injunction or decree applicable to the Company, any of its Subsidiaries Purchaser's Parent or any of their respective such party's properties or assets, in each case, which conflict, breach, default or violation could reasonably be expected to materially impair such party's ability to consummate the transactions contemplated hereby. No consent, approval, order, license, permit material consent or authorization of, approval by or notification, registration, declaration notification of or filing with, with any Governmental Authority person (governmental or any other Person private) is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance by the Company Purchaser's Parent of any of the Transaction Documents, the issuance and sale of the Securities, this Agreement or the consummation of the transactions contemplated hereby or thereby except under state securities or “blue sky” lawshereby, which if requiredincluding the authorization, issuance and delivery of the Emergent Stock, other than those that have been issued obtained or obtained will prior to the date hereofClosing Date be obtained and are, or will be, in full force and effect. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, or notice to, any federal, state or local governmental authority on the part of the Purchaser's Parent is required in connection with the issuance of the Emergent Stock to the Principals, or the consummation of the other transactions contemplated by this Agreement, other than any federal and state filings that may be required pursuant to Regulation D promulgated under the Securities Act and any applicable state securities laws.

Conflicts; Consents. The Neither the execution and delivery of this ------------------- Agreement or any other agreement or document to which such Seller is a party as contemplated by the Company of the Transaction Documents and this Agreement, the consummation of the transactions contemplated hereby and or thereby (including, without limitation, the issuance and sale of the Securities) and nor compliance by such Seller with the terms hereof and thereof will not result in the creation or imposition of any Xxxx of any nature whatsoever upon any of the properties provisions hereof or assets of the Company or its Subsidiaries, or breach, thereof will (i) conflict with, with or result in any violation of or a default (with or without notice or lapse of time or both) under, or give rise to a any right of termination, cancellation or acceleration acceleration) under any provisions of any obligation or to the loss of any benefit under and, in the case of clauses (i) and (iii), except as would not have a Material Adverse Effect, (i) any loan or credit agreement, note, bond, lease, mortgage, indenture, lease, deed of trust, agreement, contract, commitment, license (including, without limitation, the Communication Licenses)or any material license, franchise, permit, understanding, agreement or other instrument (including without limitation, the Stonehouse Restructuring Agreement, the Stonehouse Royalty Agreement and the Restructuring Documents), or obligation or other arrangement to which the Company or any its Subsidiaries such Seller is a party party, or by which the Company, any of its Subsidiaries such Seller or any of their such Seller's properties or assets may be bound or affected, (ii) violate any certificate of incorporationlaw, certificate of formationstatute, any certificate of designation rule or other constitutiveregulation or order, organizational writ, injunction or governing documents of the Company decree applicable to such Seller or any of its Subsidiaries, any capital stock of the Company such Seller's properties or any of its Subsidiaries or bylaws of the Company or any of its Subsidiaries assets or (iii) result in the creation or imposition of any Legal Requirement applicable to the CompanyClaim upon any MARS Shares. No consent or approval by, any of its Subsidiaries or any notification of their respective properties or assets. No consent, approval, order, license, permit or authorization of, or notification, registration, declaration or filing with, any Governmental Authority or any other Person person is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance by the Company such Seller of this Agreement or any of the Transaction Documents, the issuance and sale of the Securities, other agreement or document to which such Seller is a party as contemplated by this Agreement or the consummation of the transactions contemplated hereby or thereby except for (i) the filing with the Securities and Exchange Commission (the "SEC") of such reports under Sections 13 and 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement and the transactions contemplated hereby and (ii) such filings as may be required under state securities or “"blue sky” laws, which if required, have been issued or obtained prior to " laws in connection with the date hereofissuance of the PSS Common Stock as a portion of the MARS Purchase Price.

Conflicts; Consents. The Neither the execution and delivery by of this Agreement and the Company of the Transaction Documents and Other Purchaser Agreements, nor the consummation of the transactions contemplated hereby and thereby (includinghereby, without limitation, the issuance and sale of the Securities) and compliance with the terms hereof and thereof will not result in the creation or imposition of any Xxxx of any nature whatsoever upon any of the properties or assets of the Company or its Subsidiaries, or breach, materially conflict with, violate or result in any violation of a breach or default under (with or without the giving of notice or lapse of time the passage time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of any benefit under and, in the case of clauses ): (i) and the Certificate of Incorporation or the Bylaws of Purchaser; (iii), except as would not have a Material Adverse Effect, (iii) any loan license, instrument, contract or credit agreement, note, bond, mortgage, indenture, lease, deed of trust, agreement, contract, commitment, license (including, without limitation, the Communication Licenses), franchise, permit, understanding, instrument (including without limitation, the Stonehouse Restructuring Agreement, the Stonehouse Royalty Agreement and the Restructuring Documents), or obligation or other arrangement agreement to which the Company or any its Subsidiaries Purchaser is a party or by which the Company, any of its Subsidiaries or any of their properties or assets may be bound or affected, (ii) any certificate of incorporation, certificate of formation, any certificate of designation or other constitutive, organizational or governing documents of the Company or any of its Subsidiaries, any capital stock of the Company or any of its Subsidiaries or bylaws of the Company or any of its Subsidiaries Purchaser is bound; or (iii) any Legal Requirement applicable to the Company, any of its Subsidiaries or any of their respective properties or assets. No consent, approvallaw, order, licenserule, permit regulation, writ, injunction or authorization decree that is applicable to Purchaser. Neither the execution and delivery of this Agreement or the Other Purchaser Agreements by Purchaser, nor the consummation by Purchaser of the transactions contemplated hereby or thereby, will require any consent or approval of, or notification, registration, declaration or any filing with, any Governmental Authority governmental or any private person, body, firm, entity or other Person is required to be obtained or made person Neither the execution nor the delivery by or with respect to the Company or any Purchaser of its Subsidiaries in connection with the executionthis Agreement, delivery and performance by the Company of any of the Transaction Documents, the issuance and sale of the Securities, or nor the consummation by Purchaser of the transactions contemplated hereby or thereby except under state securities will result in the creation of any lien, claim, right, charge, encumbrance, or “blue sky” lawssecurity interest of any nature or type whatsoever, which if required, have been issued or obtained prior with respect to the date hereofPurchase Price or any other consideration paid by Purchaser to the Sellers. The consummation of this Agreement will not result in a breach of, constitute default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel or require any notice under, any contract, lease, sub-lease, license, sub-license, franchise, permit, indenture, agreement, mortgage, instrument of indebtedness, security interest, or other arrangement to which the Purchaser is a party, or by which Purchaser is bound or by which any of its assets are subject, or result in the imposition of any security interest upon any of the Acquired Assets. The Purchaser does not need to give any notice, make any filing with, or obtain any authorization, consent or approval of any government or governmental agencies in order for the parties to consummate the transactions contemplated by this Agreement.

Conflicts; Consents. The execution and delivery by the Parent and the Company of this Agreement does not, and the Transaction Documents execution and delivery of the other Operative Agreements by the Parent, the Company and the Parent Stockholders, as the case may be, and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the issuance and sale of the Securities) and compliance with the terms hereof and thereof will not result in the creation or imposition of any Xxxx of any nature whatsoever upon any of the properties or assets of the Company or its Subsidiariesnot, or breach, conflict with, or result in any violation of or default (with or without notice or lapse of time or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of any benefit under andunder, or result in the case creation or imposition of clauses (i) and (iii)any Lien of any nature whatsoever upon any of the properties or assets of the Parent, except as would not have a Material Adverse Effectthe Company or any Company Subsidiary under, (i) any loan or credit agreement, note, bond, mortgage, indenture, lease, deed of trust, agreementlicense, franchise, lease, contract, commitment, license Permit (including, without limitation, the Communication Licensesas defined in Section 2.13), franchise, permitagreement, understanding, instrument (including without limitation, the Stonehouse Restructuring Agreement, the Stonehouse Royalty Agreement and the Restructuring Documents), or obligation or other arrangement to which the Parent, the Company or any its Subsidiaries Company Subsidiary is a party or by which the Parent, the Company, any of its Subsidiaries Company Subsidiary or any of their properties or assets may be bound or affected, (ii) any certificate of incorporation, certificate of formation, any certificate of designation or other constitutive, organizational or governing documents provision of the Company Parent's, the Company's or any of its SubsidiariesCompany Subsidiary's constitutive or governance documents, any capital stock of the Company or any of its Subsidiaries or bylaws of the Company or any of its Subsidiaries or (iii) any Legal Requirement judgment, order, writ, injunction or any decree, or any statute, law, ordinance, rule or regulation applicable to the Parent, the Company, any of its Subsidiaries Company Subsidiary or any of their respective properties or assets. No consent, approval, order, license, permit Permit or authorization of, or notification, registration, declaration or filing with, any Governmental Authority or any other Person is required to be obtained or made by or with respect to the Parent, the Company or any of its Subsidiaries Company Subsidiary in connection with the execution, delivery and performance by the Parent, the Company and the Parent Stockholders, as the case may be, of any of the Transaction DocumentsOperative Agreements, the issuance and sale of the SecuritiesShares, or the consummation of the transactions contemplated hereby and thereby, other than any such breaches, conflicts, violations, defaults, rights of termination, cancellation or thereby except acceleration, loss of benefits or creation or imposition of Liens that individually or in the aggregate could not reasonably be expected to (x) have a Material Adverse Effect, (y) materially impair the ability of the Company or Parent to perform their obligations under state securities the Operative Agreements or “blue sky” laws, which if required, have been issued (z) prevent or obtained prior to materially delay the date hereofconsummation of any of the transactions contemplated the Operative Agreements.

Conflicts; Consents. The Except as disclosed in Schedule 3.2(D), neither the execution and delivery by the Company of this Agreement, or any of the Transaction Documents and other agreements referenced herein to which Sellers are a party, nor the consummation of the transactions transaction contemplated hereby and thereby (includingor thereby, without limitation, the issuance and sale of the Securities) and compliance with the terms hereof and thereof will not result in the creation or imposition of any Xxxx of any nature whatsoever upon any of the properties or assets of the Company or its Subsidiaries, or breach, conflict with, violate, or result in any violation of a material breach or default under (with or without the giving of notice or lapse the passage of time or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of any benefit under and, in the case of clauses (i) the Articles of Incorporation or Bylaws and (iii), except as would not have a Material Adverse Effect, (i) any loan or credit agreement, note, bond, mortgage, indenture, lease, deed amendment thereof of trust, agreement, contract, commitment, license (including, without limitation, the Communication Licenses), franchise, permit, understanding, instrument (including without limitation, the Stonehouse Restructuring Agreement, the Stonehouse Royalty Agreement and the Restructuring Documents), or obligation or other arrangement to which the Company or any its Subsidiaries is a party or by which the Company, any of its Subsidiaries or any of their properties or assets may be bound or affectedSellers, (ii) any certificate of incorporationlicense, certificate of formationinstrument, contract, or agreement to which any certificate of designation or other constitutiveSeller is a party by which any Seller is bound, organizational or governing documents of the Company or any of its Subsidiaries, any capital stock of the Company or any of its Subsidiaries or bylaws of the Company or any of its Subsidiaries or (iii) any Legal Requirement applicable to the Company, any of its Subsidiaries or any of their respective properties or assets. No consent, approvallaw, order, licenserule, permit or authorization ofregulation, writ, injunction, or notificationdecree that is applicable to any Seller. Except as disclosed in 3.2(D), registrationneither the execution nor the delivery by Sellers of this Agreement, declaration or filing with, any Governmental Authority or any other Person is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance by the Company of any of the Transaction Documents, the issuance and sale of the Securities, or nor the consummation by Sellers of the transactions contemplated hereby or thereby will result in the creation of any lien, claim, right, charge, encumbrance, or security interest of any nature or type whatsoever, with respect to any of the Acquired Assets of the Sellers. Except as disclosed in Schedule 3.2(D), neither the execution and delivery of this Agreement by Sellers, nor the consummation by the Sellers of the transaction contemplated hereby, will require any consent, permit, license, approval of, or any filing with, any governmental or private entity, body or other person, firm or other entity. Except as disclosed in Schedule 3.2(D), the consummation of this Agreement will not result in a breach of, constitute default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel or require any notice under, any contract, lease, sub-lease, license, sub-license, franchise, permit, indenture, agreement, mortgage, instrument of indebtedness, security interest, or other arrangement to which any of the Sellers is a party, or by which Sellers are bound or by which any of their assets are subject, or result in the imposition of any security interest upon any of the Acquired Assets. The Sellers do not need to give any notice, make any filing with, or obtain any authorization, consent or approval of any government or governmental agencies in order for the parties to consummate the transactions contemplated by this Agreement, except under state securities or “blue sky” laws, which if required, have been issued or obtained prior to as set forth in the date hereofSchedules.

Conflicts; Consents. The Assuming that (a) requisite Bankruptcy Court approvals are obtained, (b) the notices, authorizations, registrations, approvals, Orders, permits or consents set forth on Schedule 3.3 are made, given or obtained (as applicable), (c) the requirements of the HSR Act and any other applicable antitrust, competition or merger control Laws promulgated by any Governmental Body (“Foreign Competition Laws”) are complied with, and (d) any filings required by any applicable federal or state securities or “blue sky” Laws are made, the execution and delivery by the Company Sellers of the Transaction Documents this Agreement and each Ancillary Agreement, and the consummation by Sellers of the transactions contemplated hereby or thereby, and thereby (including, without limitation, the issuance and sale of the Securities) performance and compliance by Sellers with the terms hereof and thereof will not result in the creation or imposition of any Xxxx of any nature whatsoever upon any of the properties terms or assets of the Company provisions hereof or its Subsidiariesthereof, or breach, conflict with, or result in any violation of or default (with or without notice or lapse of time or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of any benefit under and, in the case of clauses do not and will not (i) and conflict with or violate any provision (iii), except as would not have a Material Adverse Effect1) of the Company’s articles of incorporation or bylaws or (2) of the similar organizational documents of any of the Company’s Subsidiaries, (iii) conflict with or violate any loan Law or credit agreementOrder applicable to the Company, note, bond, mortgage, indenture, lease, deed any of trust, agreement, contract, commitment, license (including, without limitation, the Communication Licenses), franchise, permit, understanding, instrument (including without limitation, the Stonehouse Restructuring Agreement, the Stonehouse Royalty Agreement and the Restructuring Documents), or obligation or other arrangement to which the Company its Subsidiaries or any its Subsidiaries is a party of the Acquired Assets or by which the Company, any of its Subsidiaries or any of their properties or assets the Acquired Assets may be bound or affected, (iiiii) require consent from any certificate party in connection with the transfer of incorporationany Acquired Owned Real Property or Acquired Leased Real Property, certificate (iv) conflict with, violate or constitute a breach of formationor default (with or without notice or lapse of time, or both) under, or result in the acceleration of any obligation under or give rise to a right of termination, modification, acceleration or cancelation of any obligation or to the loss of any benefit under, any certificate of designation the terms or provisions of any Material Contract, Permit, loan or credit agreement or other constitutiveContract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of the Acquired Assets is subject, organizational or governing documents (v) result in the creation of any Encumbrance (other than a Permitted Encumbrance) on any properties or assets of the Company or any of its Subsidiaries, any capital stock except, in the case of the Company or any of its Subsidiaries or bylaws of the Company or any of its Subsidiaries or clauses (iii), (iv) any Legal Requirement applicable and (v), as would not, individually or in the aggregate, reasonably be expected to be material to the Company, any of its Subsidiaries or any of their respective properties or assets. No consent, approval, order, license, permit or authorization of, or notification, registration, declaration or filing with, any Governmental Authority or any other Person is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance by the Company of any of the Transaction Documents, the issuance and sale of the Securities, Acquired Assets or the consummation of the transactions contemplated hereby or thereby except under state securities or “blue sky” lawsAssumed Liabilities, which if required, have been issued or obtained prior to the date hereoftaken as a whole.