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 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. (a) The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the Transaction Documents and the consummation of the transactions Transactions contemplated hereby and thereby do not and will not (including, without limitation, the issuance and sale i) violate any provision of the Securities) and compliance with the terms hereof and thereof will not result in the creation Articles of Incorporation or imposition of any Xxxx of any nature whatsoever upon any Bylaws of the properties or assets of the Company or its SubsidiariesCompany, or breach, (ii) conflict with, or result in any violation of or constitute a default (or an event which with or without notice or lapse of time or bothboth would become a default) under, or give rise to a right others any rights of termination, amendment, acceleration or cancellation or acceleration of, any agreement, mortgage, deed of any obligation or to the loss of any benefit under andtrust, in the case of clauses (i) and (iii), except as would not have a Material Adverse Effect, (i) any loan or credit agreementindenture, note, bond, mortgagelicense, indenture, lease, deed of trust, lease 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 Subsidiariesrespective properties or assets are bound, (iii) create or impose an Encumbrance of any capital stock nature on any property or asset of the Company under any agreement or any of its Subsidiaries or bylaws of commitment to which the Company is a party or any of its Subsidiaries by which the Company is bound or (iii) any Legal Requirement applicable to the Company, any of its Subsidiaries or by which any of their respective properties or assetsassets are bound, or (iv) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree (including federal and state securities Laws and regulations) applicable to the Company or by which any property or asset of the Company is bound or affected. No The business of the Company is not being conducted in violation of any Laws of any Governmental Authority. The Company is not required under federal, state, foreign or local Law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement. (b) Except for required filings with the SEC and applicable “blue sky” or state securities commissions, no material consent, approval, order, license, permit permit, order or authorization of, or notification, registration, declaration or filing with, or permit from, 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, this Agreement or the consummation of the transactions 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 hereofby this Agreement.

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.

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. (a) The execution execution, delivery and delivery by performance by, or on behalf of, the Debtors of this Agreement and the Company of the Transaction Documents and Documents, the consummation of the transactions contemplated hereby and thereby (includingthereby, without limitation, or compliance by the issuance and sale Debtors with any of the Securities) and compliance with the terms provisions hereof and or 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, (A) conflict with, or result in any violation of of, or constitute a breach or default (with or without notice or lapse of time time, or both) under, or give rise to a any penalty or right of termination, cancellation or acceleration under, any provision of any obligation or to the loss of any benefit under and, in the case of clauses (i) the certificate of incorporation and (iii), except as would not have a Material Adverse Effect, (i) any loan by-laws or credit agreement, note, bond, mortgage, indenture, lease, deed comparable organizational documents of trust, agreement, contract, commitment, license (including, without limitationSxxxxxx Company, the Communication Licenses)Company, franchiseOpco or any of their Subsidiaries; (ii) subject to entry of the Confirmation Order and applicable provisions of the Bankruptcy Code, permit, understanding, instrument (including without limitationany Contract or Permit to which Sxxxxxx Company, the Stonehouse Restructuring AgreementCompany, the Stonehouse Royalty Agreement and the Restructuring Documents), or obligation or other arrangement to which the Company Opco or any its of their Subsidiaries is a party or by which any of the properties or assets of Sxxxxxx Company, the Company, any of its Subsidiaries Opco or any of their properties Subsidiaries is bound, except where the right of termination 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 cancellation of the Company Contract arises from the bankruptcy of the Debtors 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) subject to compliance with the applicable requirements of the HSR Act and other Antitrust Laws and entry of the Confirmation Order and applicable provisions of the Bankruptcy Code, any Legal Requirement Order of any Governmental Body or Law applicable to the Company, Opco or any of its their Subsidiaries or any of their respective properties or assets. assets as of the date hereof, other than, in the case of clauses (ii) and (iii), such conflicts, violations, defaults, terminations or cancellations that would not have a Company Material Adverse Effect or (B) result in the creation or imposition of any Lien other than Permitted Exceptions on any of the assets or properties of Sxxxxxx Company, the Company, Opco or any of their Subsidiaries. (b) No consent, waiver, approval, orderOrder, license, permit Permit or authorization of, or notification, registration, declaration or filing with, or notification to, any Person or Governmental Authority or any other Person Body is required to be obtained or made by or with respect to on the Company part of Sxxxxxx Company, the Company, Opco or any of its their Subsidiaries in connection with the execution, delivery and performance of this Agreement or the Company Documents, the compliance by the Company of Debtors with any of the Transaction Documentsprovisions hereof or thereof, the issuance and sale of the Securities, or the consummation of the transactions contemplated hereby or thereby or the taking by the Debtors of any other action contemplated hereby or thereby, except under state securities for (i) compliance with the applicable requirements of the HSR Act and other Antitrust Laws, (ii) the entry of the Confirmation Order, (iii) the entry of the Plan Sponsor Order, and (iv) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notifications, the failure of which to obtain or “blue sky” laws, which if required, make would not have been issued or obtained prior to the date hereofa Company Material Adverse Effect.

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. (a) 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 (includinghereby, without limitation, the issuance and sale of the Securities) and compliance by the Company with the terms hereof and thereof provisions hereof, 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 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) violate, conflict with, breach, result in the loss of any benefit, constitute a default (or an event that, with or without notice or lapse of time, or both, would constitute a default), or except as set forth in Section 3.4 of the Disclosure Letter, 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 any of the Company or its Subsidiaries is a party, or by which any such Person or its properties or assets are bound, which in any case may result in any loss (including loss of current or future benefits) or other liability to the Company or its Subsidiaries; (iii) violate any Laws applicable to the Company or any of its Subsidiaries or any such Person’s properties or assets, which in any case may result in the imposition of any fees, penalties or other liability to the Company or its Subsidiaries; 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. (b) Except for (1) the filing of a premerger notification and report form under the Hart-Scott-Rodino Act of 1976, as amended, and the rules and regulations promulgxxxx xxxxxxxxxx (the “HSR Act”) and the expiration or early termination of the applicable waiting period thereunder; (2) any filings as may be required under the DGCL or the Exchange Act in connection with the Merger; (3) any consents or approvals of or registrations or filings with the Federal Communications Commission (“FCC”), any capital stock state public service or public utilities commissions or similar state regulatory agency or body that regulates the business of the Company or any of its Subsidiaries (each, a “State PUC”); and (4) where the failure to obtain such consents 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 ofapprovals, or notificationto make such notifications, registrationregistrations or filings, declaration that, individually or in the aggregate, do not or would not reasonably be expected to result in a Material Difference, no consent or approval by, or 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 With respect to this Agreement and the other Operative Documents to which the Company is party: (a) Neither the execution and delivery by the Company of the Transaction Documents and thereof, the consummation of the transactions contemplated hereby and thereby (includingor thereby, without limitation, nor compliance by the issuance and sale of the Securities) and compliance Company with the terms hereof and any provisions thereof will not result in the creation violate any law, statute, rule, regulation, Order 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 writ applicable to the Company, any of its Subsidiaries or any of their respective the Company’s or any of its Subsidiaries’ properties or assets. . (b) No consentsuch agreement will: (i) conflict with, approval(ii) result in any breach of any of the terms, order, license, permit conditions or authorization provisions of, (iii) constitute a default (whether with notice or notificationlapse of time, registrationor both) under, declaration (iv) result in a violation of, (v) give any third party the right to modify, terminate, cancel or filing with, accelerate any Governmental Authority obligation under; or (vi) result in the creation or imposition of any other Person is required to be obtained or made by or with respect to Lien upon any asset of the Company or any of its Subsidiaries under, the provisions of the articles of incorporation, bylaws or other constitutive documents of the Company or its Subsidiaries or any note, bond, mortgage, indenture, Existing Contract, agreement, lease, license, permit, franchise or other instrument to which the Company or any of its Subsidiaries is a party or by which any asset of the Company or any of its Subsidiaries is bound or affected, or any law, statute, Order, rule or regulation to which the Company, or any of its Subsidiaries, or any asset of the Company, or any asset of its Subsidiaries, is subject. (c) Except as set forth in Schedule 4.3(c), no consent, authorization or approval by, or any notification of or filing with any Person, court or administrative or other Governmental Authority is required in connection with the execution, delivery and performance by the Company or any Seller of this Agreement or any of the Transaction Documents, the issuance and sale of the Securitiesother Operative Documents to which it is a party, 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 hereofand thereby.

Conflicts; Consents. The execution and delivery by the Company and the Guarantors of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby thereby, as applicable (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 Lien 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 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 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 affectedbound, (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 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 the Guarantors in connection with the execution, delivery and performance by the Company and the Guarantors of any of the Transaction Documents, the issuance and sale of the Securities, or the consummation of the transactions contemplated hereby or thereby thereby, as applicable, except where the failure to make or obtain any of the foregoing would not have a Material Adverse Effect and except under state securities or “blue sky” laws, which if required, have been issued or obtained prior to the date hereof. The Company has notified NASDAQ of the issuance and sale of the Securities hereunder and NASDAQ has not objected to the execution, delivery and performance by the Company and the Guarantors of any of the Transaction Documents, the issuance and sale of the Securities, or the consummation of the transactions contemplated hereby or thereby, as applicable.

Conflicts; Consents. (a) The execution and delivery of this Agreement by Parent and Merger Sub do not, and the Company performance by Parent and Merger Sub of the Transaction Documents this Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby will not, (including, without limitation, the issuance and sale i) violate any provision of the Securitiesarticles of incorporation or bylaws or other organizational documents of Parent or Merger Sub, (ii) and compliance with the terms hereof and thereof will not result in the creation a violation or imposition of any Xxxx of any nature whatsoever upon any of the properties or assets of the Company or its Subsidiariesbreach of, or breach, conflict with, or result in any violation of or default constitute (with or without due notice or lapse of time or both) under, a default (or give rise to a any right of termination, modification, cancellation or acceleration of any obligation or to the loss of any benefit under and, in the case of clauses (i) and (iiiacceleration), except as would not have a Material Adverse Effect, (i) under 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, understandingagreement, instrument (including without limitation, the Stonehouse Restructuring Agreement, the Stonehouse Royalty Agreement and the Restructuring Documents), or obligation contract or other arrangement instrument to which the Company either Parent or any its Subsidiaries Merger Sub is a party party, or by which the Companyany such Person or its properties or assets are bound, or (iii) violate any of its Subsidiaries Law applicable to Parent or Merger Sub or any of their properties or assets assets, except where the occurrence of any of the foregoing, individually or in the aggregate, would not reasonably be expected to prevent or materially delay the consummation of the Merger. (b) Except for (A) the filing of a premerger notification and report form under the HSR Act and the expiration or early termination of the applicable waiting period thereunder, (B) any filings as may be bound or affectedrequired under the DGCL in connection with the Merger, (iiC) any certificate consent or approval of incorporation, certificate of formationor registration or filing with the FCC, any certificate of designation or other constitutive, organizational or governing documents State PUC and any Municipal Franchising Authority having regulatory authority over the business of the Company and its Subsidiaries as conducted in any given jurisdiction, and (D) such consents, approvals, notifications, registrations or any of its Subsidiariesfilings the failure to obtain which, any capital stock individually or in the aggregate, would not reasonably be expected to prevent or materially delay consummation of the Company Merger, no consent 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 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 Parent or Merger 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 except under state securities or “blue sky” laws, which if required, have been issued or obtained prior to the date hereofhereby.