Common use of No Conflict with Restrictions; No Default Clause in Contracts

No Conflict with Restrictions; No Default. Each Member hereby represents and warrants that neither the execution and delivery by each Member of this Agreement nor such Member’s performance and compliance with the terms and provisions hereof, (i) will conflict with, violate or result in a breach of any of the terms, covenants, conditions, or provisions of any law or governmental regulation in effect on the date hereof applicable to, or any order, writ, injunction, decree, determination or award of any court, governmental department, board, agency or instrumentality, domestic or foreign, or arbitrator directed to or binding on such Member or any of its Material Subsidiaries which conflict, violation, or breach, either individually or in the aggregate with all other Immateriality Exceptions, has or could reasonably be expected to have, a Material Adverse Effect, (ii) will conflict with, violate, result in a breach of, or constitute a default under any agreement or instrument to which such Member is a party or by which such Member is or may be bound or to which any of its properties or assets is subject which conflict, violation, breach or default, either individually or in the aggregate with all other Materiality Exceptions, has or could reasonably be expected to have, a Material Adverse Effect, or any of the terms or provisions of the limited liability company agreement, certificate of incorporation or bylaws of such Member or any of its Material Subsidiaries, (iii) will conflict with, violate, result in a breach of, constitute a default under (whether with notice or lapse of time or both), accelerate or permit the acceleration of the performance required by, or require any consent, authorization, or approval under any of the terms or provisions of any material indenture, mortgage, lease, agreement, or instrument to which such Member is a party or by which such Member or such Member’s property or assets is or may be bound, or (iv) will result in the creation or imposition of any material Lien upon any of the properties or assets of such Member or any of its Material Subsidiaries.

No Conflict with Restrictions; No Default. Each Member hereby represents Neither the execution, ----------------------------------------- delivery and warrants that neither the execution and delivery by each Member performance of this Agreement agreement nor the consummation by such Member’s performance and compliance with party of the terms and provisions hereof, transactions contemplated hereby (i) will conflict with, violate or result in a breach of any of the terms, covenants, conditions, conditions or provisions of any law or governmental regulation in effect on the date hereof applicable tolaw, or any regulation, order, writ, injunction, decree, determination or award of any court, any governmental department, board, agency or instrumentality, domestic or foreign, or arbitrator directed any arbitrator, applicable to or binding on such Member party or any of its Material Subsidiaries which conflict, violation, or breach, either individually or in the aggregate with all other Immateriality Exceptions, has or could reasonably be expected to have, a Material Adverse EffectControlled Related Parties, (ii) will conflict with, violate, result in a breach of, of or constitute a default under any of the terms, conditions or provisions of the articles of Sprint Spectrum Proprietary Information - RESTRICTED incorporation, articles of organization or certificate of formation, bylaws, operating agreement or limited liability company agreement, or partnership agreement of such party or any of its Controlled Related Parties or of any material agreement or instrument to which such Member party or any of its Controlled Related Parties is a party or by which such Member party or any of its Controlled Related Parties is or may be bound or to which any of its material properties or assets is subject which (other than any such conflict, violation, breach or default, either individually or in the aggregate with all other Materiality Exceptions, default that has or could reasonably be expected to have, a Material Adverse Effect, or any of the terms or provisions of the limited liability company agreement, certificate of incorporation or bylaws of such Member or any of its Material Subsidiariesbeen validly and unconditionally waived), (iii) will conflict with, violate, result in a breach of, constitute a default under (whether with notice or lapse of time or both), accelerate or permit the acceleration of the performance required by, give to others any material interests or rights or require any consent, authorization, authorization or approval under any of the terms or provisions of any material indenture, mortgage, lease, agreement, lease agreement or instrument to which such Member party or any of its Controlled Related Parties is a party or by which such Member party or such Member’s property or assets any of its Controlled Related Parties is or may be bound, or (iv) will result in the creation or imposition of any material Lien lien upon any of the material properties or assets of such Member party or any of its Material SubsidiariesControlled Related Parties, which in any such case could reasonably be expected to materially impair such party's ability to perform its obligations under this agreement or to have a material adverse effect on the consolidated financial condition of each party or its Parent.