Common use of Government Filings; No Violations Clause in Contracts

Government Filings; No Violations. (a) Except for filings required pursuant to the Exchange Act or any other federal or state securities laws or any stock exchange or other self regulatory organization, no notices, reports or other filings are required to be made by either the Xxxxxxxx Shareholders with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Xxxxxxxx Shareholders from, any Governmental Entity, in connection with the Share Surrender, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect on the Exchange Shares or the ipPartners Shares. (b) The Share Surrender by the Xxxxxxxx Shareholders does not, and the consummation of the other transactions contemplated by this Agreement will not, constitute or result in (A) a breach or violation of, or a default under, the governing documents of either Xxxxxxxx Shareholder, (B) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on the shares to be retired in connection with the Share Surrender, (with or without notice, lapse of time or both) pursuant to any Contract binding upon them or any Law to which they are subject or (C) any change in the rights or obligations of any party under any Contracts to which either Xxxxxxxx Shareholder is a party, except, in the case of clauses (B) or (C) above, for any breach, violation, default, acceleration, creation or change that, individually or in the aggregate, is not reasonably likely to have a Material Adverse Effect on, or prevent, materially delay or materially impair the ability of the Xxxxxxxx Shareholders to consummate the Share Surrender.

Government Filings; No Violations. (a) Except for filings required pursuant to the Exchange Act or any other federal or state securities laws or any stock exchange or other self regulatory organizationAct, no notices, reports or other filings are required to be made by either the Xxxxxxxx Shareholders with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Xxxxxxxx Shareholders from, any Governmental Entity, in connection with the Share Surrenderexecution and delivery of this Agreement by it and the other transactions contemplated by this Agreement, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect on Xxxxxxxx or prevent, materially delay or materially impair its ability to consummate the Exchange Shares or the ipPartners Sharestransactions contemplated by this Agreement. (b) The Share Surrender execution, delivery and performance of this Agreement by the Xxxxxxxx Shareholders does not, and the consummation by it of the Exchange and the other transactions contemplated by this Agreement will not, constitute or result in (A) a breach or violation of, or a default under, its certificate of incorporation or bylaws or the comparable governing documents instruments of either Xxxxxxxx Shareholderany of its Subsidiaries, (B) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on its assets or the shares to be retired in connection with the Share Surrender, assets of any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to to, any Contract binding upon them it or any of its Subsidiaries or any Law to which they are it or any of its Subsidiaries is subject or (C) any change in the rights or obligations of any party under any Contracts to which either Xxxxxxxx Shareholder is it or its Subsidiaries are a party, except, in the case of clauses (B) or (C) above, for any breach, violation, default, acceleration, creation or change that, individually or in the aggregate, is not reasonably likely to have a Material Adverse Effect on, on it or prevent, materially delay or materially impair the its ability of the Xxxxxxxx Shareholders to consummate the Share Surrendertransactions contemplated by this Agreement.

Government Filings; No Violations. (a) Except for filings required pursuant to the Securities Exchange Act of 1934, as amended, or the rules and regulations promulgated thereunder (collectively, the "Exchange Act") or any other federal or state securities laws or any stock exchange or other self regulatory organization, no notices, reports or other filings are required to be made by either the Xxxxxxxx Shareholders Company or Crypto with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by either the Xxxxxxxx Shareholders Company or Crypto from, any governmental or regulatory authority, court, agency, commission, body or other governmental entity ("Governmental Entity"), in connection with the Share Surrenderexecution and delivery of this Agreement by the Company and Crypto and the consummation of the transactions contemplated by this Agreement, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect on any of the Exchange Shares Company, Crypto or the ipPartners SharesTransferred Property, nor prevent, materially delay or materially impair the ability of the Company or Crypto to consummate the transactions contemplated by this Agreement. (b) The Share Surrender execution, delivery and performance of this Agreement by each of the Xxxxxxxx Shareholders Company or Crypto does not, and the consummation of the other transactions contemplated by this Agreement will not, constitute or result in (A) a breach or violation of, or a default under, the governing documents certificate of either Xxxxxxxx Shareholderincorporation or bylaws of each of the Company or Crypto, (B) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on the shares to be retired in connection with assets of each of the Share Surrender, Company or Crypto (with or without notice, lapse of time or both) pursuant to to, any Contract agreement, lease, contract, note, mortgage, indenture, arrangement or other obligation ("Contracts") binding upon them or any Law law, statute, ordinance, regulation, judgment, order, decree, injunction, arbitration award, license, authorization, opinion, agency requirement or permit of any Governmental Entity or common law (each, a "Law" and collectively, "Laws") to which they are subject or (C) any change in the rights or obligations of any party under any Contracts to which either Xxxxxxxx Shareholder the Company or Crypto is a party, except, in the case of clauses (B) or (C) above, for any breach, violation, default, acceleration, creation or change that, individually or in the aggregate, is not reasonably likely to have a Material Adverse Effect onon the Company and Crypto, or the Transferred Property or prevent, materially delay or materially impair the ability of the Xxxxxxxx Shareholders Company and Crypto to consummate the Share Surrendertransactions contemplated by this Agreement. Schedule 3.3(b) ("Prior Contracts") sets forth a correct and complete list of Contracts of the Company and Crypto pursuant to which consents or waivers are or may be required prior to consummation of the transactions contemplated by this Agreement other than those where the failure to obtain such consents or waivers is not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect on the Company or Crypto or prevent or materially impair their ability to consummate the transactions contemplated by this Agreement.

Government Filings; No Violations. (a) Except for filings required pursuant to the Securities Exchange Act of 1934, as amended, or the rules and regulations promulgated thereunder (collectively, the "EXCHANGE ACT") or any other federal or state securities laws or any stock exchange or other self regulatory organization, no notices, reports or other filings are required to be made by either the Xxxxxxxx Shareholders Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Xxxxxxxx Shareholders Company from, any Governmental Entitygovernmental or regulatory authority, court, agency, commission, body or other governmental entity ("GOVERNMENTAL ENTITY"), in connection with the Share Surrenderexecution and delivery of this Agreement by the Company and the consummation of the transactions contemplated by this Agreement, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect on the Exchange Shares Company or the ipPartners SharesLicensed Property, nor prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. (b) The Share Surrender execution, delivery and performance of this Agreement by the Xxxxxxxx Shareholders Company does not, and the consummation of the other transactions contemplated by this Agreement will not, constitute or result in (A) a breach or violation of, or a default under, the governing documents certificate of either Xxxxxxxx Shareholderincorporation or bylaws of the Company, (B) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on the shares to be retired in connection with assets of each of the Share Surrender, Company (with or without notice, lapse of time or both) pursuant to to, any Contract agreement, lease, contract, note, mortgage, indenture, arrangement or other obligation ("CONTRACTS") binding upon them it or any Law law, statute, ordinance, regulation, judgment, order, decree, injunction, arbitration award, license, authorization, opinion, agency requirement or permit of any Governmental Entity or common law (each, a "LAW" and collectively, "LAWS") to which they are it is subject or (C) any change in the rights or obligations of any party under any Contracts to which either Xxxxxxxx Shareholder the Company is a party, except, in the case of clauses (B) or (C) above, for any breach, violation, default, acceleration, creation or change that, individually or in the aggregate, is not reasonably likely 1ikely to have a Material Adverse Effect on, on the Company or prevent, materially delay or materially impair the ability of the Xxxxxxxx Shareholders Company to consummate the Share Surrendertransactions contemplated by this Agreement. Schedule 3.3(b) ("PRIOR CONTRACTS") sets forth a correct and complete list of Contracts of the Company pursuant to which consents or waivers are or may be required prior to consummation of the transactions contemplated by this Agreement other than those where the failure to obtain such consents or waivers is not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect on the Company or prevent or materially impair their ability to consummate the transactions contemplated by this Agreement.

Government Filings; No Violations. (a) Except for filings required pursuant to the Exchange Act or any other federal or state securities laws or any stock exchange or other self regulatory organization, no No notices, reports or other filings are required to be made by either the Xxxxxxxx Shareholders Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Xxxxxxxx Shareholders Company from, any governmental or regulatory authority, court, agency, commission, body or other governmental entity ("Governmental Entity"), in connection with the Share Surrenderexecution and delivery of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect on the Exchange Shares Company or prevent, materially delay or materially impair the ipPartners Sharesability of the Company to consummate the transactions contemplated by this Agreement. (b) The Share Surrender execution, delivery and performance of this Agreement by the Xxxxxxxx Shareholders does Company do not, and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation or bylaws of the Company or the comparable governing documents instruments of either Xxxxxxxx Shareholderany of its Subsidiaries or any entity in which it has an equity interest of 20% or more (collectively, with Subsidiaries, "Significant Investees"), (B) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on the shares to be retired in connection with assets of the Share Surrender, Company or the assets of any of its Significant Investees (with or without notice, lapse of time or both) pursuant to to, any Contract agreement, lease, contract, note, mortgage, indenture, arrangement or other obligation ("Contracts") binding upon them it or any of its Significant Investees or any Law or governmental or non-governmental permit or license to which they are it or any of its Significant Investees is subject or (C) any change in the rights or obligations of any party under any Contracts to which either Xxxxxxxx Shareholder is the Company or its Significant Investees are a party, except, in the case of clauses (B) or (C) above, for any breach, violation, default, acceleration, creation or change that, individually or in the aggregate, is not reasonably likely to have a Material Adverse Effect on, on the Company or prevent, materially delay or materially impair the ability of the Xxxxxxxx Shareholders Company to consummate the Share Surrendertransactions contemplated by this Agreement. There are no Contracts of the Company and its Significant Investees pursuant to which consents or waivers are or may be required prior to consummation of the transactions contemplated by this Agreement, other than those where the failure to obtain such consents or waivers is not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect on the Company or prevent or materially impair its ability to consummate the transactions contemplated by this Agreement.

Government Filings; No Violations. (a) Except for filings required pursuant to under the Exchange Act or any other federal or state securities laws or any stock exchange or other self regulatory organizationAct, no notices, reports or other filings are required to be made by either the Xxxxxxxx Shareholders Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Xxxxxxxx Shareholders Company from, any Governmental Entity, in connection with the Share Surrenderexecution and delivery of this Agreement by it and the other transactions contemplated by this Agreement, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect on the Exchange Shares Company or prevent, materially delay or materially impair its ability to consummate the ipPartners Sharestransactions contemplated by this Agreement. (b) The Share Surrender execution, delivery and performance of this Agreement by the Xxxxxxxx Shareholders does Company do not, and the consummation by it of the Exchange and the other transactions contemplated by this Agreement will not, constitute or result in (A) a breach or violation of, or a default under, its certificate of incorporation or bylaws or the comparable governing documents instruments of either Xxxxxxxx Shareholderany of its Subsidiaries, (B) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on its assets or the shares to be retired in connection with the Share Surrender, assets of any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to to, any Contract binding upon them it or any of its Subsidiaries or any Law or governmental or non-governmental permit or license to which they are it or any of its Subsidiaries is subject or (C) any change in the rights or obligations of any party under any Contracts to which either Xxxxxxxx Shareholder is it or its Subsidiaries are a party, except, in the case of clauses (B) or (C) above, for any breach, violation, default, acceleration, creation or change that, individually or in the aggregate, is not reasonably likely to have a Material Adverse Effect on, on it or prevent, materially delay or materially impair the its ability of the Xxxxxxxx Shareholders to consummate the Share Surrendertransactions contemplated by this Agreement. Schedule 4.4(b) sets forth a correct and complete list of Contracts of the Company and its Subsidiaries pursuant to which consents or waivers are or may be required prior to consummation of the transactions contemplated by this Agreement other than those where the failure to obtain such consents or waivers is not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect on the Company or prevent or materially impair its ability to consummate the transactions contemplated by this Agreement.

Government Filings; No Violations. (a) Except for filings required pursuant to the Securities Exchange Act of 1934, as amended, or the rules and regulations promulgated thereunder (collectively, the "Exchange Act") or any other federal or state securities laws or any stock exchange or other self regulatory organization, no notices, reports or other filings are required to be made by either the Xxxxxxxx Shareholders Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Xxxxxxxx Shareholders Company from, any governmental or regulatory authority, court, agency, commission, body or other governmental entity ("Governmental Entity"), in connection with the Share Surrenderexecution and delivery of this Agreement by the Company and the consummation of the transactions contemplated by this Agreement, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect on the Exchange Shares Company or the ipPartners SharesLicensed Property, nor prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. (b) The Share Surrender execution, delivery and performance of this Agreement by the Xxxxxxxx Shareholders Company does not, and the consummation of the other transactions contemplated by this Agreement will not, constitute or result in (A) a breach or violation of, or a default under, the governing documents certificate of either Xxxxxxxx Shareholderincorporation or bylaws of the Company, (B) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on the shares to be retired in connection with assets of each of the Share Surrender, Company (with or without notice, lapse of time or both) pursuant to to, any Contract agreement, lease, contract, note, mortgage, indenture, arrangement or other obligation ("Contracts") binding upon them it or any Law law, statute, ordinance, regulation, judgment, order, decree, injunction, arbitration award, license, authorization, opinion, agency requirement or permit of any Governmental Entity or common law (each, a "Law" and collectively, "Laws") to which they are it is subject or (C) any change in the rights or obligations of any party under any Contracts to which either Xxxxxxxx Shareholder the Company is a party, except, in the case of clauses (B) or (C) above, for any breach, violation, default, acceleration, creation or change that, individually or in the aggregate, is not reasonably likely 1ikely to have a Material Adverse Effect on, on the Company or prevent, materially delay or materially impair the ability of the Xxxxxxxx Shareholders Company to consummate the Share Surrendertransactions contemplated by this Agreement. Schedule 3.3(b) ("Prior Contracts") sets forth a correct and complete list of Contracts of the Company pursuant to which consents or waivers are or may be required prior to consummation of the transactions contemplated by this Agreement other than those where the failure to obtain such consents or waivers is not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect on the Company or prevent or materially impair their ability to consummate the transactions contemplated by this Agreement.

Government Filings; No Violations. (a) Except for filings required pursuant to the Exchange Act or any other federal or state securities laws or any stock exchange or other self regulatory organization, no No notices, reports or other filings are required to be made by either the Xxxxxxxx Shareholders Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Xxxxxxxx Shareholders Company from, any governmental or regulatory authority, court, agency, commission, body or other governmental entity ("Governmental Entity"), in connection with the Share Surrenderexecution and delivery of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except those that are set forth on Schedule 5.4 or that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect on the Exchange Shares Company or prevent, materially delay or materially impair the ipPartners Sharesability of the Company to consummate the transactions contemplated by this Agreement. (b) The Share Surrender execution, delivery and performance of this Agreement by the Xxxxxxxx Shareholders does Company do not, and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation or bylaws of the Company or the comparable governing documents instruments of either Xxxxxxxx Shareholderany of its Subsidiaries or any entity in which it has an equity interest of 20% or more (collectively, with Subsidiaries, "Significant Investees"), (B) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on the shares to be retired in connection with assets of the Share Surrender, Company or the assets of any of its Significant Investees (with or without notice, lapse of time or both) pursuant to to, any Contract agreement, lease, contract, note, mortgage, indenture, arrangement or other obligation ("Contracts") binding upon them it or any of its Significant Investees or any Law or governmental or non-governmental permit or license to which they are it or any of its Significant Investees is subject or (C) any change in the rights or obligations of any party under any Contracts to which either Xxxxxxxx Shareholder is the Company or its Significant Investees are a party, except, in the case of clauses (B) or (C) above, for any breach, violation, default, acceleration, creation or change that, individually or in the aggregate, is not reasonably likely to have a Material Adverse Effect on, or prevent, materially delay or materially impair the ability of the Xxxxxxxx Shareholders to consummate the Share Surrender.,

Government Filings; No Violations. (a) Except for filings required pursuant as set forth on Section 4.7(a) of the Buyer Disclosure Letter and subject to compliance with the Exchange Act HSR Act, no filing or registration with, or notification to, and no permit, authorization, consent, approval or exemption of, or other action by, any Governmental Entity or any other federal or state securities laws or any stock exchange or other self regulatory organization, no notices, reports or other filings are Person is required to be obtained, made or given by either the Xxxxxxxx Shareholders with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Xxxxxxxx Shareholders from, any Governmental Entity, Buyer in connection with Buyer's execution, delivery and performance of this Agreement, the Share Surrender, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect on the Exchange Shares other Related Documents or the ipPartners Sharestransactions contemplated hereby or thereby. (b) The Share Surrender Subject to compliance with the HSR Act and to obtaining Private Consents applicable to Buyer, the execution, delivery and performance of this Agreement by the Xxxxxxxx Shareholders Buyer does not, and the consummation by Buyer of the Sale and the other transactions contemplated by this Agreement hereby will not, constitute or result in (Ai) a breach or violation of, or a default under, the governing documents articles of either Xxxxxxxx Shareholderincorporation or bylaws of Buyer, (Bii) a breach or violation of, or a default under, or the acceleration of any obligations or the creation of a lienLien, pledge, security interest or other encumbrance on the shares to be retired in connection with the Share Surrender, assets of Buyer (with or without notice, lapse of time or both) pursuant to to, any Contract binding upon them written or any Law oral agreement, lease, contract, note, mortgage, indenture, plan, policy, license, arrangement or other obligation to which they Buyer is a party or by which any of its assets or properties are subject bound or affected, (Ciii) any change in the rights or obligations of any party under any Contracts to which either Xxxxxxxx Shareholder is a partysuch agreement, exceptlease, in the case of clauses (B) contract, note, mortgage, indenture, plan, policy, license, arrangement or other obligation, or (Civ) above, for the impairment of Buyer's business or an adverse effect on any breach, violation, default, acceleration, creation Licenses or change that, individually or in the aggregate, is not reasonably likely approvals necessary to have a Material Adverse Effect on, or prevent, materially delay or materially impair the ability enable Buyer to carry on its business as presently conducted. Section 4.7(b) of the Xxxxxxxx Shareholders Buyer Disclosure Letter sets forth a list of the Private Consents that are or may be required prior to consummate consummation of the Share Surrendertransactions contemplated by this Agreement.

Government Filings; No Violations. (ai) Except for filings required Other than the filings, notices and/or approvals: (A) pursuant to Section 1.3, or, in connection with the Metrocall Bankruptcy Cases and the Metrocall Prearranged Plan, the Metrocall Confirmation Order; (B) under the HSR Act, the Exchange Act, and the Securities Act; (C) of the FCC pursuant to the Exchange Act Communications Act, or the FCC Regulations; (D) of any other federal or PUC identified in the Metrocall Disclosure Letter pursuant to applicable State Laws; (E) to comply with state securities laws or "blue-sky" laws; and (F) of any stock exchange local, state or other self regulatory organizationfederal governmental authorities required for a change in ownership of transmission sites (all of such filings and/or notices being referred to as the "METROCALL REQUIRED CONSENTS"), no notices, reports or other filings are required to be made by either the Xxxxxxxx Shareholders Metrocall with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Xxxxxxxx Shareholders Metrocall from, any Governmental Entity, in connection with the Share Surrenderexecution and delivery of this Agreement by Metrocall and the consummation by Metrocall of the Merger and the other transactions contemplated by this Agreement, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect on it or prevent, materially delay or materially impair its ability to consummate the Exchange Shares or the ipPartners Sharestransactions contemplated by this Agreement. (bii) The Share Surrender execution, delivery and performance of this Agreement by the Xxxxxxxx Shareholders Metrocall does not, and the consummation by Metrocall of the Merger and the other transactions contemplated by this Agreement will not, constitute or result in in: (A) a breach or violation of, or a default under, its certificate of incorporation or bylaws or the comparable governing documents instruments of either Xxxxxxxx Shareholder, any of its Significant Investees; (B) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on its assets or the shares to be retired in connection with the Share Surrender, assets of any of its Significant Investees (with or without notice, lapse of time or both) pursuant to to, any Contract Contracts binding upon them it or any of its Significant Investees or any Law or governmental or non-governmental permit or license to which they are it or any of its Significant Investees is subject or is a party; or (C) any change in the rights give rise to a right of termination, cancellation or obligations to a loss of any party benefit to which Metrocall or any of its Significant Investees is entitled under any Contracts to which either Xxxxxxxx Shareholder Metrocall or any of its Significant Investees is subject or is a party, except for such defaults, breaches, violations or accelerations as may result from the Metrocall Bankruptcy Cases or the Metrocall Prearranged Plan, and except, in the case of clauses (B) or (C) above, above for any breach, violation, default, acceleration, creation creation, right of termination, cancellation or change loss that, individually or in the aggregate, is not reasonably likely to have a Material Adverse Effect on, on it or prevent, materially delay or materially impair the its ability of the Xxxxxxxx Shareholders to consummate the Share Surrendertransactions contemplated by this Agreement.

Government Filings; No Violations. (ai) Except for filings required Other than the filings, notices and/or approvals: (A) pursuant to Section 1.3, or, in connection with the Metrocall Bankruptcy Cases and the Metrocall Prearranged Plan, the Metrocall Confirmation Order; (B) under the HSR Act, the Exchange Act, and the Securities Act; (C) of the FCC pursuant to the Exchange Act Communications Act, or the FCC Regulations; (D) of any other federal or PUC identified in the Metrocall Disclosure Letter pursuant to applicable State Laws; (E) to comply with state securities laws or "blue-sky" laws; and (F) of any stock exchange local, state or other self regulatory organizationfederal governmental authorities required for a change in ownership of transmission sites (all of such filings and/or notices being referred to as the "Metrocall Required Consents"), no notices, reports or other filings are required to be made by either the Xxxxxxxx Shareholders Metrocall with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Xxxxxxxx Shareholders Metrocall from, any Governmental Entity, in connection with the Share Surrenderexecution and delivery of this Agreement by Metrocall and the consummation by Metrocall of the Merger and the other transactions contemplated by this Agreement, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect on it or prevent, materially delay or materially impair its ability to consummate the Exchange Shares or the ipPartners Sharestransactions contemplated by this Agreement. (bii) The Share Surrender execution, delivery and performance of this Agreement by the Xxxxxxxx Shareholders Metrocall does not, and the consummation by Metrocall of the Merger and the other transactions contemplated by this Agreement will not, constitute or result in in: (A) a breach or violation of, or a default under, its certificate of incorporation or bylaws or the comparable governing documents instruments of either Xxxxxxxx Shareholder, any of its Significant Investees; (B) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on its assets or the shares to be retired in connection with the Share Surrender, assets of any of its Significant Investees (with or without notice, lapse of time or both) pursuant to to, any Contract Contracts binding upon them it or any of its Significant Investees or any Law or governmental or non-governmental permit or license to which they are it or any of its Significant Investees is subject or is a party; or (C) any change in the rights give rise to a right of termination, cancellation or obligations to a loss of any party benefit to which Metrocall or any of its Significant Investees is entitled under any Contracts to which either Xxxxxxxx Shareholder Metrocall or any of its Significant Investees is subject or is a party, except for such defaults, breaches, violations or accelerations as may result from the Metrocall Bankruptcy Cases or the Metrocall Prearranged Plan, and except, in the case of clauses (B) or (C) above, above for any breach, violation, default, acceleration, creation creation, right of termination, cancellation or change loss that, individually or in the aggregate, is not reasonably likely to have a Material Adverse Effect on, on it or prevent, materially delay or materially impair the its ability of the Xxxxxxxx Shareholders to consummate the Share Surrendertransactions contemplated by this Agreement.