Common use of Execution and Delivery Permitted Clause in Contracts

Execution and Delivery Permitted. The execution, delivery and performance of this Agreement, and the Transaction Documents and the consummation of the transactions contemplated hereby or thereby will not violate or result in a breach of any term of IXC's Certificate of Incorporation or Bylaws or result in a breach of or constitute a default (or an event which, with notice or lapse of time or both would constitute a default) under or result in the termination of, or accelerate the performance required by or under any term in any agreement, tariff, or other instrument to which either IXC, IXC Long Distance or Acquisition is a party or by which either of them is bound (unless such default has been previously waived by the other party to such agreement, tariff, or other instrument), or violate any law or any order, rule, judgment, decree, or award, or regulation applicable to them, of any court or any regulatory body, administrative agency or other governmental instrumentality having jurisdiction over them or their properties. Each of IXC's and Acquisition's Board of Directors and, to the extent required, stockholders, have, or as of the Closing Date shall have, taken all action required by law, and by their respective Certificates of Incorporation and their respective Bylaws to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement or by any of its Exhibits, including the issuance of the IXC Shares. Except as set forth on Schedule 5.5 hereto, none of the execution, delivery or performance of this Agreement or any of the Transaction Documents, or the consummation of the transactions contemplated hereby or thereby requires any filing with or the consent or approval of any third party, including but not limited to any governmental body or entity, other than (a) compliance with the Securities Act and the Exchange Act, (b) applications to the FCC and certain state utility regulatory commissions in states in which IXC, Network or a Subsidiary offers services, (c) notifications to the FTC and the DOJ under the HSR Act, and (d) the filing with the Delaware Secretary of State of the Certificate of Merger in respect of the Merger in accordance with the Corporation Law.

Execution and Delivery Permitted. The execution, delivery and performance of this Agreement, and the Transaction Documents Documents, and the consummation of the transactions contemplated hereby or thereby thereby, will not violate or result in a breach of any term of IXCNetwork's or a Subsidiary's Certificate of Incorporation or Bylaws or Bylaws, result in a breach of or constitute a default (or an event which, with notice or lapse of time or both both, would constitute a default) under or result in the termination of, or accelerate the performance required by or under by, any term in any material agreement, tariff, tariff or other instrument to which either IXC, IXC Long Distance Network or Acquisition a Subsidiary is a party or by which either of them it is bound (unless such default has been previously waived by the other party to such agreement, tariff, tariff or other instrument), or violate any law or any order, rule, judgment, decree, decree or award, award or regulation applicable to them, Network or a Subsidiary of any court or any regulatory body, administrative agency or other governmental instrumentality having jurisdiction over them Network, such Subsidiary or any of their respective properties; and will not result in the creation or imposition of any lien, charge, or encumbrance of any nature whatsoever upon any of its assets, which lien, charge or encumbrance has not been removed prior to Closing. Each of IXC's and Acquisition's The Board of Directors and, to of Network and the extent required, stockholders, Stockholders have, or as of the Closing Date shall have, have taken all action actions required by law, law and by their respective Certificates Network's Certificate of Incorporation and their respective Bylaws to authorize the execution, delivery and performance of this Agreement Agreement, together with its Schedules and Exhibits, and the consummation of the transactions contemplated by this Agreement or by any of its the Exhibits, including the issuance of the IXC Shares. Except as set forth on Schedule 5.5 3.6 hereto, none of the execution, delivery or performance of this Agreement or any of the Transaction Documents, or the consummation of the transactions contemplated hereby or thereby requires any filing with or the consent or approval of any third party, including but not limited to any governmental body or entity, entity other than (a) compliance with the Securities Act of 1933, as amended (the "Securities Act") and the Securities Exchange Act of 1934, as amended (the "Exchange Act, ") (b) applications to the FCC Federal Communications Commission ("FCC") and the certain state utility regulatory commissions in states in which IXC, Network or a Subsidiary offers servicesservices (such commissions together with the FCC constitute a "Commission" or the "Commissions"), (c) notifications to the FTC Federal Trade Commission (the "FTC") and the DOJ Department of Justice (the "DOJ") under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and (d) the filing with the Delaware Secretary of State of the Certificate of Merger in respect of the Merger in accordance with the Corporation Law.

Execution and Delivery Permitted. The execution, delivery and performance of this Agreement, Agreement and the Transaction Documents other agreements contemplated hereby and the consummation of the transactions contemplated hereby or thereby will not violate or result in a breach of any term of IXCEASTERN's Certificate Articles of Incorporation or Bylaws or Bylaws, result in a breach of or constitute a default (or an event which, with notice or lapse of time or both would constitute a default) under or result in the termination of, or accelerate the performance required by or under any term in any agreement, tariff, tariff or other instrument to which either IXC, IXC Long Distance or Acquisition EASTERN is a party or by which either of them it is bound (unless such default has been previously waived by the other party to such agreementbound, tariff, or other instrument), or violate any law or any order, rule, judgment, decree, or award, rule or regulation applicable to them, EASTERN of any court or any regulatory body, administrative agency or other governmental instrumentality having jurisdiction over them EASTERN or their its properties; and will not result in the creation or imposition of any lien, charge, or encumbrance of any nature whatsoever upon any of its assets, which lien, charge or encumbrance has not been removed prior to Closing. Each of IXC's and Acquisition's The Board of Directors and, to of EASTERN and the extent required, stockholders, have, or as of the Closing Date shall have, Shareholders have taken all action actions required by law, law and by their respective Certificates EASTERN's Articles of Incorporation and their respective Bylaws to authorize the execution, delivery and performance of this Agreement Agreement, together with its Schedules and Exhibits, and the consummation of the transactions contemplated by this Agreement or by any of its the Exhibits, including the issuance of the IXC Shares. Except as set forth on Schedule 5.5 3.5 hereto, none of the execution, delivery or performance of this Agreement or any of the Transaction Documentsother agreements executed in connection herewith, or the consummation of the transactions contemplated hereby or thereby requires any filing with or the consent or approval of any third party, including but not limited to any governmental body or entity, entity other than (a) compliance with the Securities Act filing with, and the Exchange Actacceptance for record by, (b) applications to the FCC and certain state utility regulatory commissions in states in which IXC, Network or a Subsidiary offers services, (c) notifications to the FTC and the DOJ under the HSR Act, and (d) the filing with the Delaware Secretary Virginia State Corporation Commission of State Articles of the Certificate of Merger in respect of the Merger in accordance with the Corporation LawVSCA. None of the Shareholders or EASTERN is required to obtain the consent or approval of any other person or entity with respect to the transactions contemplated hereunder, except as set forth on Schedule 3.5.

Execution and Delivery Permitted. The execution, delivery and performance of this Agreement, and the Transaction Documents other agreements contemplated hereby and the consummation of the transactions contemplated hereby or thereby will not violate or result in a breach of any term of IXCNETWORK's Certificate Articles of Incorporation or Bylaws or result in a breach of or constitute a default (or an event which, with notice or lapse of time or both would constitute a default) under or result in the termination of, or accelerate the performance required by or under any term in any agreement, tariff, or other instrument to which either IXC, IXC Long Distance NETWORK or Acquisition is a party or by which either of them is bound (unless bound, such default has having not been previously waived by the other party to such agreement, tariff, or other instrument)agreements, or violate any law or any order, rule, judgment, decree, or award, rule or regulation applicable to them, of any court or any regulatory body, administrative agency or other governmental instrumentality having jurisdiction over them or their properties. Each of IXCNETWORK's and Acquisition's Board of Directors and, to the extent required, stockholders, have, or as of the Closing Date shall have, has taken all action required by law, and by their respective Certificates Articles of Incorporation and their respective Bylaws Bylaws, and otherwise, to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement or by any of its Exhibits, including the issuance of the IXC NETWORK Shares. Except as set forth on Schedule 5.5 hereto, none of Neither the execution, delivery or performance of this Agreement or any of the Transaction Documentsother agreements executed in connection herewith, or the consummation of the transactions contemplated hereby or thereby requires any filing with or the consent or approval of any third party, including but not limited to any governmental body or entity, other than (ai) compliance with the Securities Act and the Securities Exchange ActAct of 1934, as amended, (bii) applications to the FCC and certain state utility regulatory commissions in states in which IXC, Network or a Subsidiary NETWORK offers services, (c) notifications to the FTC and the DOJ under the HSR Act, and (diii) the filing with with, and the Delaware Secretary acceptance for record by, the Virginia State Corporation Commission of State Articles of the Certificate of Merger in respect of the Merger in accordance with the Corporation LawVSCA.

Execution and Delivery Permitted. The execution, delivery and performance of this Agreement, and the Transaction Documents Documents, and the consummation of the transactions contemplated hereby or thereby thereby, will not violate or result in a breach of any term of IXCNetwork's or a Subsidiary's Certificate of Incorporation or Bylaws or Bylaws, result in a breach of or constitute a default (or an event which, with notice or lapse of time or both both, would constitute a default) under or result in the termination of, or accelerate the performance required by or under by, any term in any material agreement, tariff, tariff or other instrument to which either IXC, IXC Long Distance Network or Acquisition a Subsidiary is a party or by which either of them it is bound (unless such default has been previously waived by the other party to such agreement, tariff, tariff or other instrument), or violate any law or any order, rule, judgment, decree, decree or award, award or regulation applicable to them, Network or a Subsidiary of any court or any regulatory body, administrative agency or other governmental instrumentality having jurisdiction over them Network, such Subsidiary or any of their respective properties; and will not result in the creation or imposition of any lien, charge, or encumbrance of any nature whatsoever upon any of its assets, which lien, charge or encumbrance has not been removed prior to Closing. Each of IXC's and Acquisition's The Board of Directors and, to of Network and the extent required, stockholders, Stockholders have, or as of the Closing Date shall have, have taken all action actions required by law, law and by their respective Certificates Network's Certificate of Incorporation and their respective Bylaws to authorize the execution, delivery and performance of this Agreement Agreement, together with its Schedules and Exhibits, and the consummation of the transactions contemplated by this Agreement or by any of its the Exhibits, including the issuance of the IXC Shares. Except as set forth on Schedule 5.5 3.6 hereto, none of the execution, delivery or performance of this Agreement or any of the Transaction Documents, or the consummation of the transactions contemplated hereby or thereby requires any filing with or the consent or approval of any third party, including but not limited to any governmental body or entity, entity other than (a) compliance with the Securities Act of 1933, as amended (the "Securities Act") and the Securities Exchange Act of 1934, as amended (the "Exchange Act, ") (b) applications to the FCC Federal Communications Commission ("FCC") and the certain state utility regulatory commissions in states in which IXC, Network or a Subsidiary offers servicesservices (such commissions together with the FCC constitute a "Commission" or the "Commissions"), (c) notifications to the FTC Federal Trade Commission (the "FTC") and the DOJ Department of Justice (the "DOJ") under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and (d) the filing with the Delaware Secretary of State of the Certificate of Merger in respect of the Merger in accordance with the Corporation Law.