Common use of Consents; No Conflicts Clause in Contracts

Consents; No Conflicts. Neither the execution, delivery and ---------------------- performance by it of this Agreement or the Related Agreement Amendments to which it is a party nor the consummation of the Transactions will (a) violate any provision of its organizational documents; (b) constitute, with or without the giving of notice or passage of time or both, a breach, violation or default, create a Lien, or give rise to any right of termination, modification, cancellation, prepayment or acceleration, under (i) any Law or License or (ii) any note, bond, mortgage, indenture, lease, agreement or other instrument, in each case which is applicable to or binding upon it or any of its assets; or (c) require any Consent, other than those set forth on Schedule 4.2 or the approval ------------ of its board of directors, general partner, stockholders or similar constituent bodies, as the case may be (which approvals have been obtained), except in each case, where such breach, violation, default, Lien, right, or the failure to obtain or give such Consent would not have a Material Adverse Effect on it or materially adversely affect the Transactions or its ability to perform its obligations under the Related Agreements and Related Agreement Amendments. To its knowledge, there is no fact relating to it or its Affiliates that would be reasonably expected to prevent it from consummating the Transactions or performing its obligations under any of the Related Agreements and Related Agreement Amendments or disqualify the Company from obtaining the Consents (including without limitation, FCC Consent) required in order to consummate the License Transfers as provided for in this Agreement.

Consents; No Conflicts. Neither the execution, delivery and ---------------------- performance by it the Company of this Agreement or and the Related Agreement Amendments to which it is a party nor the consummation of the Transactions will (a) violate any provision of its the Company's organizational documents; (b) constitute, with or without the giving of notice or passage of time or both, a breach, violation or default, create a LienLien (other than Liens under the Credit Documents), or give rise to any right of termination, modification, cancellation, prepayment or acceleration, under (i) any Law or License License, or (ii) any note, bond, mortgage, indenture, lease, agreement or other instrument, in each case which is applicable to or binding upon it the Company or any of its assets; or (c) require any Consent, Consent on the part of the Company other than those set forth on Schedule 4.2 or the approval ------------ of its board of directors, general partner, stockholders or similar constituent bodies, as the case may be (which approvals have been obtained)5.2, except in each case, case where such breach, violation, ------------ default, Lien, right, or the failure to obtain or give such Consent would not have a Material Adverse Effect on it or materially adversely affect the Transactions or Transactions, its ability to perform its obligations under the Related Agreements and Related Agreement AmendmentsAmendments or the operation of the Company's business after the Closing Date. To its knowledge, there is no fact relating to it or its Affiliates that would be reasonably expected to prevent it from consummating the Transactions or performing any of its obligations under any of the Related Agreements and Related Agreement Amendments or disqualify the Company from obtaining the Consents (including without limitation, FCC Consent) required in order to consummate the License Transfers as provided for in this Agreement.

Consents; No Conflicts. Neither the execution, delivery and ---------------------- performance by it the Company of this Agreement or and the Related Stockholders Agreement Amendments to which it is a party nor the consummation of the Transactions will (a) violate conflict with, or result in a breach or violation of, any provision of its organizational documents; (b) constitute, with or without the giving of notice or passage of time or both, a breach, violation or default, create a Lien, or give rise to any right of termination, modification, cancellation, prepayment or acceleration, under (i) any Law or License License, or (ii) any note, bond, mortgage, indenture, lease, agreement or other instrument, in each case which is applicable to or binding upon it or any of its assets; or (c) require any ConsentConsent on its part, other than those set forth on Schedule 4.2 5.2 or the approval ------------ of its board Board of directors, general partner, stockholders or similar constituent bodies, as the case may be Directors (which approvals have approval has been obtained), except in each case, case where such breach, violation, default, Lien, right, or the failure to obtain or give such Consent would not have a Material Adverse Effect on it or materially adversely affect the Transactions or Transactions, its ability to perform its obligations under this Agreement or the Related Agreements and Related Stockholders Agreement Amendmentsor the operation of its business after the Closing Date. To its knowledge, there is no fact relating to it or its Affiliates that would be reasonably expected to prevent it from consummating the Transactions or performing its obligations under any of this Agreement or the Related Agreements and Related Stockholders Agreement Amendments or disqualify the Company from obtaining the Consents (including without limitation, FCC Consent) required in order to consummate the Mercury License Transfers Transfer as provided for in this Agreement.

Consents; No Conflicts. Neither the execution, delivery and ---------------------- performance by ---------------------- it of this Agreement or and each of the TeleCorp Related Agreement Amendments to which it is a party Documents nor the consummation of the Transactions will (a) violate conflict with, or result in a breach or violation of, any provision of its organizational documents; (b) constitute, with or without the giving of notice or passage of time or both, a breach, violation or default, create a LienLien (other than Permitted Liens) on its assets, including the TeleCorp Assets, or give rise to any right of termination, modification, cancellation, prepayment or acceleration, under (i) any Law or License the TeleCorp Assets, or (ii) any note, bond, mortgage, indenture, lease, agreement or other instrument, in each case which is applicable to or binding upon it or any of its assets; or (c) (other than under the HSR Act and the Consent of the FCC) require any Consent, other than those set forth on Schedule 4.2 or the approval ------------ of its board of directors, general partner, stockholders or similar constituent bodies, as Consent except in the case may be of clauses (which approvals have been obtained), except in each case, a) and (b) where such breach, violation, default, Lien, right, Lien or the failure to obtain or give such Consent right would not have a TeleCorp Material Adverse Effect or a material adverse effect on it or materially adversely affect the Transactions or its ability to perform its obligations under the Related Agreements and Related Agreement AmendmentsTransactions. To its knowledge, there is no fact relating to it or its Affiliates that would be reasonably expected to prevent it from consummating the Transactions or performing its obligations under any of the Related Agreements and Related this Agreement Amendments or disqualify the Company it from obtaining the Consents (including without limitation, FCC Consentthe Consent of the FCC) required in order to consummate the License Transfers as provided for in this AgreementTransactions.

Consents; No Conflicts. Neither the execution, delivery and ---------------------- performance by it of this Agreement or the Related Stockholders Agreement Amendments to which it is a party nor the consummation of the Transactions will (a) violate conflict with, or result in a breach or violation of, any provision of its organizational documents; (b) constitute, with or without the giving of notice or passage of time or both, a breach, violation or default, create a Lien, or give rise to any right of termination, modification, cancellation, prepayment or acceleration, under (i) any Law or License or (ii) any note, bond, mortgage, indenture, lease, agreement or other instrument, in each case which is applicable to or binding upon it or any of its assets; or (c) require any Consent, other than those set forth on Schedule 4.2 or the approval ------------ of its board of directorsmembers, general partner, stockholders managers or similar constituent bodies, as the case may be (which approvals have been obtained), except in each case, where such breach, violation, default, Lien, right, or the failure to obtain or give such Consent would not have a Material Adverse Effect on it or materially adversely affect the Transactions or its ability to perform its obligations under the Related Agreements and Related Agreement Amendmentsthis Agreement. To its knowledge, except as set forth on Schedule 4.2, there is no fact relating to it or its Affiliates that would be reasonably expected to prevent it from consummating the Transactions or performing its obligations under any of the Related Agreements and Related Stockholders Agreement Amendments or disqualify the Company from obtaining the Consents (including without limitation, FCC Consent) required in order to consummate the Mercury License Transfers Transfer as provided for in this Agreement.

Consents; No Conflicts. Neither the execution, delivery and ---------------------- performance by it of this Agreement or the Related Agreement Amendments to which it is a party nor the consummation of the Transactions will (a) violate conflict with, or result in a breach or violation of, any provision of its organizational documents; (b) subject to obtaining Consents set forth on Schedule 5.2, constitute, with or without the giving of notice or passage of time or both, a breach, violation or default, create a LienLien on any of the Purchased Assets, or give rise to any right of termination, modification, cancellation, prepayment or acceleration, under (i) any Law or the PCS License or (ii) any note, bond, mortgage, indenture, lease, agreement or other instrument, in each case which is applicable to or binding upon it or any of its assets; assets or (c) require any Consent, other than those set forth on Schedule 4.2 or the approval ------------ of its board of directors, general partner, stockholders or similar constituent bodies, as the case may be (which approvals have been obtained)5.2, except in each case, where such breach, violation, default, Lien, right, Lien or the failure to obtain or give such Consent right would not have a an AT&T PCS Material Adverse Effect or a material adverse effect on it or materially adversely affect the Transactions or its ability to perform its obligations under the Related Agreements and Related Agreement AmendmentsTransactions. To its knowledge, there is no fact relating to it or its Affiliates that would be reasonably expected to prevent it from consummating the Transactions or performing its obligations under any of the Related Agreements and Related Agreement Amendments or disqualify the Company from obtaining the Consents (including without limitation, FCC Consentthe Consent of the FCC) required in order to consummate the License Transfers Transfer as provided for in this Agreement. Notwithstanding anything to the contrary contained herein, AT&T PCS makes no representation or warranty as to any Consents that may be required pursuant to the terms of the Assigned Agreements and has relied solely upon the advice of the Company in connection with the preparation of the portion of Schedule 5.2 relating to any such Consents required pursuant to the terms of the Assigned Agreements.

Consents; No Conflicts. Neither the execution, delivery and ---------------------- performance by it of this Agreement or and the Related Agreement Amendments to which it is a party nor the consummation of the Transactions will (a) violate conflict with, or result in a breach or violation of, any provision of its organizational documents; (b) subject to obtaining the Consents set forth on Schedule 5.2, constitute, with or without the giving of notice or passage of time or both, a breach, violation or default, create a Lien, or give rise to any right of termination, modification, cancellation, prepayment or acceleration, under (i) any Law or License License, or (ii) any note, bond, mortgage, indenture, lease, agreement or other instrument, in each case which is applicable to or binding upon it or any of its assets; or (c) require any Consent, other than those set forth on Schedule 4.2 5.2 or the approval ------------ of its board Board of directors, general partner, Directors or its stockholders or similar constituent bodies, as the case may be (which approvals have approval has been obtained), except in each case, case where such breach, violation, default, Lien, right, or the failure to obtain or give such Consent would not have a Material Adverse Effect on it or materially adversely affect the Transactions or Transactions, its ability to perform its obligations under the Related Agreements and the Related Agreement AmendmentsAmendments or the operation of its business after the Closing Date. To its knowledge, there is no fact relating to it or its Affiliates that would be reasonably expected to prevent it from consummating the Transactions or performing its obligations under any of this Agreement, the Related Agreements and the Related Agreement Amendments or disqualify the Company it from obtaining the Consents (including without limitation, FCC Consent) required in order to consummate the transfer of the PCS License Transfers as provided for in this the San Xxxx MTA to the Company pursuant to the Acquisition Agreement.

Consents; No Conflicts. Neither the execution, delivery and ---------------------- performance by it of this Agreement or the Related Agreement Amendments to which it is a party nor the consummation of the Transactions transactions contemplated hereby will (a) violate conflict with, or result in a breach or violation of, any provision of its organizational documents; (b) subject to obtaining the Consents set forth on Schedule 4.6, constitute, with or without the giving of notice or passage of time or both, a breach, violation or default, create a Lien, or give rise to any right of termination, modification, cancellation, prepayment or acceleration, under (i) any Law or License or (ii) any note, bond, mortgage, indenture, lease, agreement or other instrument, in each case which is applicable to or binding upon it or any of its assets; or (cC) require any Consent, Consent (other than those set forth on Schedule 4.2 4.6) or the approval ------------ of its board of directors, general partner, stockholders or similar constituent bodies, as the case may be (which approvals have been obtained), except in each case, where such breach, violation, default, Lien, right, or the failure to obtain or give such Consent would not have a Material Adverse Effect on it or materially adversely affect the Transactions or its ability to perform its obligations under the Related Agreements and Related Agreement Amendmentstransactions contemplated hereby. To its knowledge, except as set forth on Schedule 4.6, there is no fact relating to it or its Affiliates that would be reasonably expected to prevent it from consummating the Transactions or performing its obligations under any of the Related Agreements and Related Agreement Amendments transactions contemplated hereby or disqualify the Company from obtaining the Consents (including without limitation, FCC Consent) required in order to consummate the Purchased License Transfers as provided for in this AgreementTransfer.

Consents; No Conflicts. Neither the execution, delivery and ---------------------- performance by it of this Agreement or the Related Agreement Amendments Agreements to which it is a party nor the consummation of the Transactions will (a) violate conflict with, or result in a breach or violation of, any provision of its organizational documents; (b) constitute, with or without the giving of notice or passage of time or both, a breach, violation or default, create a Lien, or give rise to any right of termination, modification, cancellation, prepayment or acceleration, under (i) any Law or License or (ii) any note, bond, mortgage, indenture, lease, agreement or other instrument, in each case which is applicable to or binding upon it or any of its assets; or (c) require any Consent, other than those set forth on Schedule 4.2 or the approval ------------ of its board of directors, general partner, stockholders or similar constituent bodies, as the case may be (which approvals have been obtained), except in each case, where such breach, violation, default, Lien, right, or the failure to obtain or give such Consent would not have a Material Adverse Effect on it or materially adversely affect the Transactions or its ability to perform its obligations under the Related Agreements and Related Agreement AmendmentsAgreements. To its knowledge, there is no fact relating to it or its Affiliates that would be reasonably expected to prevent it from consummating the Transactions or performing its obligations under any of the Related Agreements and Related Agreement Amendments or disqualify the Company from obtaining the Consents (including without limitation, FCC Consent) required in order to consummate the License Transfers Transfer as provided for in this Agreement.

Consents; No Conflicts. Neither the execution, delivery and ---------------------- performance by it of this Agreement or and the Related Agreement Amendments to which it is a party party, nor the consummation of the Transactions will (a) violate conflict with, or result in a breach or violation of, any provision of its organizational documents; (b) constitute, with or without the giving of notice or passage of time or both, a breach, violation or default, create a LienLien on its assets, including the Cumberland/Hagerstown Exchanged License, or give rise to any right of termination, modification, cancellation, prepayment or acceleration, under (i) any Law or License the Cumberland/Hagerstown Exchanged License, or (ii) any note, bond, mortgage, indenture, lease, agreement or other instrument, in each case which is applicable to or binding upon it or any of its assets; or (c) require any Consent, other than those set forth on Schedule 4.2 6.2 or the approval ------------ of its board Board of directors, general partner, stockholders or similar constituent bodies, as the case may be (which approvals have been obtained)Directors, except in each case, the case of clauses (a) and (b) where such breach, violation, default, Lien, right, Lien or the failure to obtain or give such Consent right would not have a Company Material Adverse Effect or a material adverse effect on it or materially adversely affect the Transactions or its ability to perform its obligations under the Related Agreements and Related Agreement AmendmentsTransactions. To its knowledge, there is no fact relating to it or its Affiliates that would be reasonably expected to prevent it from consummating the Transactions or performing its obligations under any of this Agreement or the Related Agreements and Related Agreement Amendments or disqualify the Company it from obtaining the Consents (including without limitation, FCC Consentthe Consent of the FCC) required in order to consummate the License Transfers as provided for in this AgreementTransactions.

Consents; No Conflicts. Neither the execution, delivery ---------------------- and ---------------------- performance by it of this Agreement or the Related Agreement Amendments to which it is a party nor the consummation of the Transactions transactions contemplated hereby will (a) violate conflict with, or result in a breach or violation of, any provision of its organizational documents; (b) subject to obtaining the Consents set forth on Schedule 4.6, constitute, with or without the giving of notice or passage of time or both, a breach, violation or default, create a Lien, or give rise to any right of termination, modification, cancellation, prepayment or acceleration, under (i) any Law or License or (ii) any note, bond, mortgage, indenture, lease, agreement or other instrument, in each case which is applicable to or binding upon it or any of its assets; or (c) require any Consent, Consent (other than those set forth on Schedule 4.2 4.6 or the approval ------------ of its board of directors, general partner, stockholders or similar constituent bodies, as the case may be (which approvals have been obtained)), except in each case, where such breach, violation, default, Lien, right, or the failure to obtain or give such Consent would not have a Material Adverse Effect on it or materially adversely affect the Transactions or its ability to perform its obligations under the Related Agreements and Related Agreement Amendmentstransactions contemplated hereby. To its knowledge, except as set forth on Schedule 4.6, there is no fact relating to it or its Affiliates that would be reasonably expected to prevent it from consummating the Transactions or performing its obligations under any of the Related Agreements and Related Agreement Amendments transactions contemplated hereby or disqualify the Company from obtaining the Consents (including without limitation, FCC Consent) required in order to consummate the Tritel License Transfers as provided for in this AgreementTransfer.