Common use of No Violation; Consents Clause in Contracts

No Violation; Consents. Except as set forth in Section 5.6 of the Company Disclosure Schedule, neither the execution and delivery by the Company of this Agreement nor consummation by the Company of the Transactions in accordance with the terms hereof, will conflict with or result in a breach of any provisions of the Articles of Organization, Bylaws, or the organizational documents of the Company or any Company Subsidiary. Except as set forth in Section 5.6 of the Company Disclosure Schedule, the execution and delivery by the Company of this Agreement and consummation by the Company of the Transactions in accordance with the terms hereof will not violate, or conflict with, or result in a breach of any provision 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 or in a right of termination or cancellation of, or accelerate the performance required by, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties of the Company or the Company Subsidiaries under, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of (x) any note, bond, mortgage, indenture, deed of trust or (y) any license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which the Company or any of the Company Subsidiaries is a party, or by which the Company or any of the Company Subsidiaries or any of their properties is bound, except as otherwise would not have a Company Material Adverse Effect. Other than the filings provided for in Article II of this Agreement, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 (xxx "XXX Xxx"), xxe antitrust and competition laws of foreign countries, the Exchange Act, the Securities Act, or applicable state securities and "Blue Sky" laws (collectively, the "Regulatory Filings"), the execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company and consummation of the Transactions does not, require any consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority, except where the failure to obtain any such consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority would not have a Company Material Adverse Effect.

No Violation; Consents. Except as set forth in Section 5.6 (a) The execution, delivery and performance by each of the Company Disclosure Schedule, neither the execution IDT Parent and delivery by the Company each IDT Subsidiary of this Agreement nor and the consummation by the Company of the Transactions transactions contemplated hereby (including, without limitation, the Mergers) by each of IDT Parent and each IDT Subsidiary, and the execution, delivery and performance by IDT Parent of the Registration Rights Agreement and the consummation of the transactions contemplated thereby by IDT Parent, do not and will not contravene any Applicable Law (subject to the expiration of the Waiting Period and the expiration or termination of any applicable waiting period under the HSR Act), except for any such contravention that would not, individually or in accordance with the terms hereofaggregate, reasonably be expected to have a Material Adverse Effect. The execution, delivery and performance by each of IDT Parent and each IDT Subsidiary of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Mergers) by each of IDT Parent and each IDT Subsidiary, and the execution, delivery and performance by IDT Parent of the Registration Rights Agreement and the consummation of the transactions contemplated thereby by IDT Parent, (i) will conflict with or not (A) violate, result in a breach of any provisions of the Articles of Organization, Bylaws, or the organizational documents of the Company or any Company Subsidiary. Except as set forth in Section 5.6 of the Company Disclosure Schedule, the execution and delivery by the Company of this Agreement and consummation by the Company of the Transactions in accordance with the terms hereof will not violate, or conflict with, or result in a breach of any provision of, or constitute a default (with or an event which, with without due notice or lapse of time or both) a default (or give rise to any right of termination, would constitute cancellation or acceleration) under any Contract to which IDT Parent or any IDT Subsidiary is a default) underparty or by which its respective assets is subject, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, or (B) result in the creation or imposition of any lien, security interest, charge or encumbrance Lien upon any of the properties assets of IDT Parent or any IDT Subsidiary, and (ii) will not conflict with or violate any provision of the Company Certificate of Incorporation or the Company Subsidiaries under, or result in being declared void, voidable or without further binding effect, any Bylaws of the terms, conditions or provisions of (x) any note, bond, mortgage, indenture, deed of trust or (y) any license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which the Company IDT Parent or any of IDT Subsidiary, each as in effect on the Company Subsidiaries is a party, or by which date hereof and as will be in effect on the Company or any of the Company Subsidiaries or any of their properties is bound, except as otherwise would not have a Company Material Adverse Effect. Other than the filings provided for in Article II of this Agreement, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 (xxx "XXX Xxx"), xxe antitrust and competition laws of foreign countries, the Exchange Act, the Securities Act, or applicable state securities and "Blue Sky" laws (collectively, the "Regulatory Filings"), the execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company and consummation of the Transactions does not, require any consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority, except where the failure to obtain any such consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority would not have a Company Material Adverse EffectClosing Date.

No Violation; Consents. Except as set forth in Section 5.6 of the Company Disclosure Schedule, neither Neither the execution and delivery by the Company of this Agreement, the Voting Agreement, the Loan Agreement or the Option Agreement, nor the performance by the Company of its obligations hereunder nor the consummation by the Company of the Transactions in accordance with the terms hereof, will conflict with or result in a breach of any provisions of the Articles of Organization, Bylaws, Company Charter or the organizational documents of Company Bylaws or the Company or any Company SubsidiaryRights Agreement. Except as set forth in Section 5.6 4.6 of the Company Disclosure Schedule, the execution and delivery by the Company of this Agreement, the Voting Agreement, the Loan Agreement and the Option Agreement, the performance by the Company of its obligations hereunder and the consummation by the Company of the Transactions in accordance with the terms hereof will not violate, or conflict with, or result in a breach of any provision 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 or in a right of termination or cancellation of, or accelerate the performance required by, or result in the creation of any lien, security interest, charge or encumbrance ("Lien") upon any of the properties of the Company or the Company Subsidiaries under, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of (xa) any note, bond, mortgage, indenture, indenture or deed of trust or (yb) any license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which the Company or any of the Company Subsidiaries is a party, or by which the Company or any of the Company Subsidiaries or any of their its properties is bound, except as otherwise individually or in the aggregate would not reasonably be expected to have a Company Material Adverse EffectEffect or to prevent or materially delay the Closing or the performance of this Agreement by the Company. Other than the filings provided for in Article II I of this AgreementAgreement and any filings, authorizations, orders and approvals as may be required under the HSR Act, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 (xxx "XXX Xxx"), xxe antitrust NASD and competition laws of foreign countriesAMEX bylaws and rules and regulations, the Exchange Act, the Securities Act, Act or applicable foreign laws and state securities and "Blue Sky" laws (collectively, the "Regulatory Filings"), the execution and delivery of this Agreement by the Company does notCompany, and the performance of this Agreement by the Company of its obligations under this Agreement and the consummation of the Transactions does do not, require any consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority, except where the failure to obtain any such consentone or more consents, approval approvals, or authorization authorizations of, or declarationdeclarations, filing filings or registration with, registrations with any governmental or regulatory authority authorities, individually or in the aggregate, would not be reasonably expected either to have a Company Material Adverse EffectEffect or to prevent or delay the Closing or the performance of this Agreement by the Company.

No Violation; Consents. Except as set forth in Section 5.6 of the Company Sellers Disclosure Schedule, neither the execution and delivery by the Company Sellers of this Agreement nor consummation by the Company Sellers of the Transactions Sales Transaction in accordance with the terms hereof, hereof will conflict with or result in a breach of any provisions of the Articles operating agreements, partnership agreements, articles of Organizationincorporation or bylaws, Bylawsas applicable, or the organizational documents of the Company or any Company SubsidiarySellers. Except as set forth in Section 5.6 of the Company Sellers Disclosure Schedule, the execution and delivery by the Company of this Agreement and consummation by the Company of the Transactions Sales Transaction in accordance with the terms hereof will not violate, or conflict with, or result in a breach of any provision 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 or in a right of termination or cancellation of, or accelerate the performance required by, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties of the Company or the Company Subsidiaries Assets under, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of of: (xi) any note, bond, mortgage, indenture, indenture or deed of trust (other than the prohibition against transfers without lender's consent as set forth in mortgages or deeds of trust encumbering the Properties and the Required Consent); or (yii) any license, franchise, permit, lease, contract, agreement agreement, commitment or other instrument, commitment encumbering or obligation to which the Company or binding upon any of the Company Subsidiaries is a partyAssets, except, in the case of clause (i) or by which the Company or any of the Company Subsidiaries or any of their properties is bound(ii), except as otherwise would not have a Company Material Adverse Effect. Other than the filings provided for in Article II of this Agreement, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 (xxx "XXX Xxx"), xxe antitrust and competition laws of foreign countries, the Exchange Act, the Securities Act, or applicable state securities and "Blue Sky" laws (collectively, the "Regulatory Filings"), the The execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company and consummation of the Transactions does Sales Transaction in accordance with the terms hereof will not violate any federal, state or local law, ordinance, statute, rule, regulation, decree or order, except for such violations as would not, require any consentindividually or in the aggregate, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority, except where the failure to obtain any such consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority would not have a Company Material Adverse EffectEffect or prevent the consummation of the Sales Transaction.

No Violation; Consents. Except as set forth in Section 5.6 of the Company Disclosure Schedule(a) The execution, neither the execution delivery and delivery by the Company of this Agreement nor consummation by the Company of the Transactions in accordance with the terms hereof, will conflict with or result in a breach of any provisions of the Articles of Organization, Bylaws, or the organizational documents of the Company or any Company Subsidiary. Except as set forth in Section 5.6 of the Company Disclosure Schedule, the execution and delivery performance by the Company of this Agreement and the consummation of the transactions contemplated hereby does not and will not contravene any Applicable Law, except for any such contraventions that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The execution, delivery and performance by the Company of this Agreement and the Transactions in accordance with consummation of the terms hereof transactions contemplated hereby (i) will not (x) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with due notice or lapse of time or both) a default under any contract, would constitute a default) underlease, or result in the termination or in a right of termination or cancellation ofloan agreement, or accelerate the performance required by, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties of the Company or the Company Subsidiaries under, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of (x) any note, bondBenefit Plan, mortgage, indenturesecurity agreement, deed of trust indenture or (y) any license, franchise, permit, lease, contract, other agreement or other instrument, commitment or obligation instrument to which the Company or any of the Company its Subsidiaries is a party, party or by which any of them is bound or to which any of their properties or assets is subject, except to the extent any such conflict or breach, singly or in the aggregate, would not have a Material Adverse Effect, (y) result in the creation or imposition of any Lien (other than a Permitted Lien) upon any of the properties or assets of any of them, or (z) except as set forth on Schedule 4.5(a), obligate the Company to make any payment or incur any additional obligation, or give rise to any right of any person with respect to the Company, under any term or provision of any contract or agreement, the Charter or Bylaws of the Company, any Benefit Plan or any Applicable Law, that relates to a change of control or ownership of the Company or any similar provision, (ii) will not violate any provision of its Charter or Bylaws, and (iii) will not result in the Company Subsidiaries Investor or any of their properties is bound, except as otherwise would not have a Company Material Adverse Effect. Other than its Affiliates or Permitted Transferees being (x) an "Acquiring Person" under the filings provided for in Article II of this Amended and Restated Stockholder Rights Agreement, dated as of April 14, 2000 (the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 (xxx "XXX XxxRights Agreement"), xxe antitrust by and competition laws of foreign countries, the Exchange Act, the Securities Act, or applicable state securities and "Blue Sky" laws (collectively, the "Regulatory Filings"), the execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by between the Company and consummation First Chicago Trust Company of New York, a division of Equiserve, as Rights Agent, or (y) an "interested stockholder," under Section 203 of the Transactions does not, require any consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority, except where the failure to obtain any such consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority would not have a Company Material Adverse EffectDGCL.

No Violation; Consents. Except as set forth in Section 5.6 of the Company Disclosure Schedule, neither the execution and delivery by the Company of this Agreement nor consummation by the Company of the Transactions in accordance with the terms hereof, will conflict with or result in a breach of any provisions of the Articles of Organization, Bylaws, Organization or the organizational documents of the Company or any Company SubsidiaryBylaws. Except as set forth in Section 5.6 of the Company Disclosure Schedule, the execution and delivery by the Company of this Agreement and consummation by the Company of the Transactions in accordance with the terms hereof will not violate, or conflict with, or result in a breach of any provision 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 or in a right of termination or cancellation of, or accelerate the performance required by, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties of the Company or the Material Company Subsidiaries under, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of (x) any note, bond, mortgage, indenture, indenture or deed of trust or (y) any license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which the Company or any of the Material Company Subsidiaries is a party, or by which the Company or any of the Material Company Subsidiaries or any of their properties is bound, except as otherwise would not have a Company Material Adverse Effect. Other than the filings provided for in Article II of this Agreement, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 (xxx "XXX Xxx"), xxe antitrust and competition laws of foreign countriesHSR Act, the Exchange Act, the Securities Act, Act or applicable state securities and "Blue Sky" laws (collectively, the "Regulatory FilingsREGULATORY FILINGS"), the execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company and consummation of the Transactions does not, require any consent, approval or authorization of, or declaration, filing or registration with, any governmental Governmental Entity or regulatory authority, except where the failure to obtain any such consent, approval or authorization of, or declaration, filing or registration with, any governmental Governmental Entity or regulatory authority would not have a Company Material Adverse EffectEffect or significantly delay any of the Transactions. Except as set forth in Section 5.6 of the Company Disclosure Schedule, there are no material agreements to which the Company or any Material Company Subsidiary is a party or to which their respective assets may be bound that would result in a material change in the rights or obligations of the parties thereto as a result of a change in control of the Company as contemplated by this Agreement.

No Violation; Consents. Except as set forth in Section 5.6 of the Company Disclosure Schedule, neither Neither the execution and delivery by the Company of this Amendment, the Voting Agreement Amendment, or the Loan Agreement Amendment, nor consummation the performance by the Company of its obligations hereunder or under the Transactions Merger Agreement in accordance with the terms hereofhereof or thereof, will conflict with or result in a breach of any provisions of the Articles of Organization, Bylaws, Company Charter or the organizational documents of Company Bylaws or the Company or any Company SubsidiaryRights Agreement. Except as set forth in Section 5.6 4.6 of the Company Disclosure ScheduleSchedule attached to the Original Merger Agreement, the execution and delivery by the Company of this Amendment, the Voting Agreement Amendment and the Loan Agreement Amendment, the performance by the Company of its obligations hereunder and the consummation by the Company of the Transactions in accordance with the terms hereof of the Merger Agreement will not violate, or conflict with, or result in a breach of any provision 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 or in a right of termination or cancellation of, or accelerate the performance required by, or result in the creation of any lien, security interest, charge or encumbrance Lien upon any of the properties of the Company or the Company Subsidiaries under, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of (xa) any note, bond, mortgage, indenture, indenture or deed of trust or (yb) any license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which the Company or any of the Company Subsidiaries is a party, or by which the Company or any of the Company Subsidiaries or any of their its properties is bound, except as otherwise individually or in the aggregate would not reasonably be expected to have a Company Material Adverse EffectEffect or to prevent or materially delay the Closing or the performance of the Merger Agreement by the Company. Other than the filings provided for in Article II I of this Agreement, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 (xxx "XXX Xxx"), xxe antitrust Merger Agreement and competition laws of foreign countries, the Exchange Act, the Securities Act, or applicable state securities and "Blue Sky" laws (collectively, the "any Regulatory Filings"), the execution and delivery of this Agreement Amendment by the Company, the performance by the Company does not, of its obligations under the Merger Agreement and the performance of this Agreement by the Company and consummation of the Transactions does do not, require any consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority, except where the failure to obtain any such consentone or more consents, approval approvals, or authorization authorizations of, or declarationdeclarations, filing filings or registration with, registrations with any governmental or regulatory authority authorities, individually or in the aggregate, would not be reasonably expected either to have a Company Material Adverse EffectEffect or to prevent or delay the Closing or the performance of the Merger Agreement by the Company.

No Violation; Consents. Except as set forth in Section 5.6 of the Company Disclosure Schedule, neither the execution and delivery by the Company of this Agreement nor consummation by the Company of the Transactions in accordance with the terms hereof, will conflict with or result in a breach of any provisions of the Articles of Organization, Bylaws, Organization or the organizational documents of the Company or any Company SubsidiaryBylaws. Except as set forth in Section 5.6 of the Company Disclosure Schedule, the execution and delivery by the Company of this Agreement and consummation by the Company of the Transactions in accordance with the terms hereof will not violate, or conflict with, or result in a breach of any provision 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 or in a right of termination or cancellation of, or accelerate the performance required by, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties of the Company or the Company Subsidiaries under, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of (xi) any note, bond, mortgage, indenture, indenture or deed of trust or (yii) any license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which the Company or any of the Company Subsidiaries is a party, or by which the Company or any of the Company Subsidiaries or any of their properties is bound, except as otherwise would not not, individually or in the aggregate, have a Company Material Adverse Effect. Other than the filings provided for in Article II of this Agreement, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 (xxx "XXX Xxx"), xxe antitrust and competition laws of foreign countriesHSR Act, the Exchange Act, the Securities Act, Act or applicable state securities and "Blue Sky" laws (collectively, the "Regulatory Filings"), the execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company and consummation of the Transactions does not, require any consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority, except where the failure to obtain any such consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority would not not, individually or in the aggregate, have a Company Material Adverse Effect.

No Violation; Consents. (a) The execution, delivery and performance by the Company and each Subsidiary of each of the Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby do not and will not contravene any Applicable Law, except for any such contraventions that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as set forth in Section 5.6 of on Schedule 3.5, the Company Disclosure Scheduleexecution, neither the execution delivery and delivery performance by the Company of this Agreement nor consummation by the Company and each Subsidiary of the Transactions letter agreements referred to in accordance with the terms Section 10.5 hereof, the Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby (i) did not and will conflict with or not (x) violate, result in a breach of any provisions of the Articles of Organization, Bylaws, or the organizational documents of the Company or any Company Subsidiary. Except as set forth in Section 5.6 of the Company Disclosure Schedule, the execution and delivery by the Company of this Agreement and consummation by the Company of the Transactions in accordance with the terms hereof will not violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with due notice or lapse of time or both) a default under any contract, would constitute a default) underlease, or result in the termination or in a right of termination or cancellation ofloan agreement, or accelerate the performance required by, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties of the Company or the Company Subsidiaries under, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of (x) any note, bondBenefit Plan, mortgage, indenturesecurity agreement, deed of trust indenture or (y) any license, franchise, permit, lease, contract, other agreement or other instrument, commitment or obligation instrument to which the Company or any of the Company Subsidiaries Subsidiary is a party, party or by which any of them is bound or to which any of their properties or assets is subject, except to the extent any such conflict or breach, singly or in the aggregate, would not have a Material Adverse Effect, (y) result in the creation or imposition of any Lien (other than a Permitted Lien) upon any of the properties or assets of the Company or any Subsidiary, or (z) except as set forth on Schedule 3.5(a), obligate the Company to make any payment or incur any additional obligation, or give rise to any right of any person with respect to the Company, under any term or provision of any contract or agreement, the Charter or Bylaws of the Company, any Benefit Plan or any Applicable Law, that relates to a change of control or ownership of the Company Subsidiaries or any similar provision, (ii) did not and will not violate any provision of the Charter or Bylaws of the Company or any Subsidiary, and (iii) did not and will not result in the Purchaser or any of their properties is boundits Affiliates, except as otherwise would not have a Company Material Adverse Effect. Other than Associates or Permitted Transferees being (x) an "ACQUIRING PERSON" under the filings provided for in Article II of this Rights Agreement, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act dated as of 1976 October 31, 2000 (xxx "XXX Xxx"), xxe antitrust and competition laws of foreign countries, the Exchange Act, the Securities Act, or applicable state securities and "Blue Sky" laws (collectively, the "Regulatory FilingsRIGHTS AGREEMENT"), the execution ) by and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company and consummation of the Transactions does not, require any consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority, except where the failure to obtain any such consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority would not have a Company Material Adverse Effect.between the

No Violation; Consents. Except as set forth (a) Subject to the governmental filings and other matters referred to in Section 5.6 of the Company Disclosure Schedule, neither the execution and delivery by the Company of this Agreement nor consummation by the Company of the Transactions in accordance with the terms hereof, will conflict with or result in a breach of any provisions of the Articles of Organization, Bylaws, or the organizational documents of the Company or any Company Subsidiary. Except as set forth in Section 5.6 of the Company Disclosure Schedule2.04(b), the execution execution, delivery and delivery performance by the Company of this Agreement and each of the other Investment Transaction Documents to which it is, or will be, a party and the consummation by the Company of the Transactions in accordance with Investment and the terms hereof other transactions contemplated hereby and thereby do not and will not contravene (i) any applicable foreign, federal or state statute, rule, regulation, order, writ, decree, injunction or judgment or (ii) any applicable stock exchange or trading market rule or listing requirement, except for any such contravention that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The execution, delivery and performance by the Company of this Agreement and each of the other Investment Transaction Documents to which it is, or will be, a party and the consummation of the Investment and the other transactions contemplated hereby and thereby (i) will not conflict with or violate any provision of the Articles of Incorporation or By-laws or other governing documents of the Company and (ii) except as set forth in Section 2.04(a) of the Company Disclosure Schedule, will not (A) violate, or conflict with, or result in a breach of any provision of, or constitute a default (with or an event which, with without due notice or lapse of time or both) a default (or give rise to any right of termination, would constitute cancelation or acceleration) under any contract, lease, loan agreement, mortgage, security agreement, trust indenture, note, bond or other agreement or instrument (collectively, "Contract") to which the Company is a default) underparty or by which the Company is bound or to which any of its assets is subject, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, or (B) result in the creation or imposition of any mortgage, pledge, lien, security interest, claim, restriction, charge or encumbrance of any kind (collectively, "Lien") upon any of the properties assets of the Company or the Company Subsidiaries under, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of (x) any note, bond, mortgage, indenture, deed of trust or (y) any license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which the Company or any of the Company Subsidiaries is a party, or by which the Company or any of the Company Subsidiaries or any of their properties is boundCompany, except as otherwise for any such violations, breaches, defaults or Liens that would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Other than the filings provided for in Article II of this Agreement, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 (xxx "XXX Xxx"), xxe antitrust and competition laws of foreign countries, the Exchange Act, the Securities Act, or applicable state securities and "Blue Sky" laws (collectively, the "Regulatory Filings"), the execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company and consummation of the Transactions does not, require any consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority, except where the failure to obtain any such consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority would not have a Company Material Adverse Effect.

No Violation; Consents. Except as set forth in Section 5.6 of the Company Disclosure Schedule, neither the execution and delivery by the Company of this Agreement nor consummation by the Company of the Transactions in accordance with the terms hereof, will conflict with or result in a breach of any provisions of the Articles of Organization, Bylaws, or the organizational documents of the Company or any Company Subsidiary. Except as set forth in Section 5.6 of the Company Disclosure Schedule, the execution and delivery by the Company of this Agreement and consummation by the Company of the Transactions in accordance with the terms hereof will not violate, or conflict with, or result in a breach of any provision 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 or in a right of termination or cancellation of, or accelerate the performance required by, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties of the Company or the Company Subsidiaries under, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of (x) any note, bond, mortgage, indenture, deed of trust or (y) any license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which the Company or any of the Company Subsidiaries is a party, or by which the Company or any of the Company Subsidiaries or any of their properties is bound, except as otherwise would not have a Company Material Adverse Effect. Other than the filings provided for in Article II of this Agreement, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 (xxx "XXX XxxXXX"), xxe antitrust and competition laws of foreign countries, the Exchange Act, the Securities Act, or applicable state securities and "Blue Sky" laws (collectively, the "Regulatory FilingsREGULATORY FILINGS"), the execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company and consummation of the Transactions does not, require any consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority, except where the failure to obtain any such consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority would not have a Company Material Adverse Effect.

No Violation; Consents. Except as set forth in Section 5.6 of the Company Disclosure Schedule, neither Neither the execution and delivery by the Company of this Agreement nor the consummation by the Company of the Transactions in accordance with the terms hereof, hereof will conflict with or result in a breach of any provisions of the Articles of OrganizationIncorporation, Bylaws, or the other organizational documents of the Company or of any Company Subsidiary. Except as set forth in Section 5.6 5.5 of the Company Disclosure Schedule, to the knowledge of the Company, the execution and delivery by the Company of this Agreement and consummation by the Company of the Transactions in accordance with the terms hereof will not violate, or conflict with, or result in a breach of any provision 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 or in a right of termination or cancellation of, or accelerate the performance required by, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties of the Company or the Company Subsidiaries under, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of (xa) any note, bond, mortgage, indenture, deed of trust or (yb) any license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which the Company or any of the Company Subsidiaries is a party, or by which the Company or any of the Company Subsidiaries or any of their properties is bound, except as otherwise would not (i) prevent or delay consummation of the Merger in any material respect or otherwise prevent the Company from performing its obligations under this Agreement in any material respect, or (ii) individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Other than the filings provided for in Article II of this Agreement, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 (xxx "XXX Xxx"), xxe antitrust and competition laws of foreign countries, the Exchange Act, the Securities Act, Act or applicable state securities and "Blue Sky" laws (collectively, the "Regulatory Filings")laws, the execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company and consummation of the Transactions does do not, require any consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority, except where the failure to obtain any such consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority as would not (A) prevent or delay consummation of the Merger in any material respect or otherwise prevent the Company from performing its obligations under this Agreement in any material respect or (B) individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

No Violation; Consents. Except as set forth in Section 5.6 Schedule 3.6 of the Company Disclosure ScheduleLetter, neither the execution and delivery by the Company of this Agreement, the Option Agreement or any of the Ancillary Documents to which it is a party nor the consummation by the Company of the Transactions in accordance with the terms hereoftransactions contemplated hereby or thereby will: (a) violate, will conflict with or result in a breach of any provisions the respective Certificates of the Articles of Organization, Bylaws, Incorporation or the Bylaws (or equivalent organizational documents documents) of the Company or any Company Subsidiary. Except as set forth in Section 5.6 Subsidiary of the Company Disclosure Schedule, the execution and delivery by the Company of this Agreement and consummation by the Company of the Transactions in accordance with the terms hereof will not Company; (b) violate, or conflict with, or result in a breach of any provision of, constitute (with or constitute a default (or an event which, with without due notice or lapse of time or both, would constitute ) a default) default under, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required byby or benefit obtainable under, result in the triggering of any payment or other obligations pursuant to, result in the creation of any lien, security interest, charge or encumbrance Lien upon any of the properties of the Company or the Company its Subsidiaries under, or result in there being declared void, voidable voidable, or without further binding effect, any of the terms, conditions or provisions of (x) any loan or credit agreement, note, bond, mortgage, indenture, deed of trust or (y) any license, franchise, permit, lease, sublease, contract, agreement or other instrument, commitment or obligation (each, a "Contract" and, collectively, "Contracts") to which the Company or any of the Company its Subsidiaries is a party, or by which the Company or any of the Company its Subsidiaries or any of their respective properties or assets is bound, except as otherwise for any of the foregoing matters which, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Other than ; (c) provided that the authorizations, filings provided for and registrations described in Article II clause (d) of this AgreementSection 3.6 have been obtained and made, violate any Laws applicable to the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act Company, any Subsidiary of 1976 (xxx "XXX Xxx"), xxe antitrust and competition laws of foreign countries, the Exchange Act, the Securities Act, or applicable state securities and "Blue Sky" laws (collectively, the "Regulatory Filings"), the execution and delivery of this Agreement by the Company does notor any of their respective properties or assets except for any such violations which, individually or in the aggregate, has not had and the performance of this Agreement by the would not reasonably be expected to have a Company and consummation of the Transactions does not, Material Adverse Effect; or (d) require any consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authorityGovernmental Entity, except (i) for (A) applicable requirements of the Securities Act and the Exchange Act, (B) the applicable pre-merger notification requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended and the rules and regulations thereunder (the "HSR Act"), any required filings with or approvals under the EC Merger Regulation (as hereinafter defined) and the Australian Approval (as hereinafter defined), (C) such other required filings with or approvals of foreign competition Law authorities, (D) the applicable requirements of the Communications Act of 1934, as amended (the "FCC Act"), and (E) the filing and recordation of a Certificate of Merger pursuant to the DGCL, or (ii) where the failure to obtain any such consent, approval or authorization ofauthorization, or declaration, to make any such filing or registration withwould not, any governmental individually or regulatory authority would not in the aggregate, have or reasonably be expected to have a Company Material Adverse EffectEffect and would not prevent or materially delay consummation of the transactions contemplated hereby.

No Violation; Consents. Except as set forth (a) Assuming the receipt of the consents or waivers referred to in Section 5.6 6.3(a) and Section 6.3(b) of the Company Seller Disclosure Schedule, neither the execution Schedule and delivery by the Company of this Agreement nor consummation by the Company of the Transactions in accordance with the terms hereof, will conflict with or result in a breach of any provisions of the Articles of Organization, Bylaws, or the organizational documents of the Company or any Company Subsidiary. Except as set forth in Section 5.6 of the Company Disclosure Schedule6.3(b), the execution and delivery by the Company Sellers of this Agreement and consummation by the Company each of the Transactions in accordance with Ancillary Agreements and the terms hereof consummation of the transactions contemplated hereby and thereby do not and will not violate, or conflict with, or result in a breach (i) violate any provision of the Organizational Documents of any provision ofSeller, (ii) violate any Order of any Governmental Authority existing after the filing of the Bankruptcy Cases to which any Seller is bound or constitute a default subject, (iii) violate any Applicable Law or an event which(iv) except as provided for herein, with notice or lapse of time or both, would constitute a default) under, or result in the termination imposition or in a right of termination or cancellation of, or accelerate the performance required by, or result in the creation of any lienLien (other than Permitted Liens) upon the Purchased Assets other than, security interestin the case of clauses (ii), charge or encumbrance upon any of the properties of the Company or the Company Subsidiaries under, or result in being declared void, voidable or without further binding effect(iii) and (iv), any conflict, violation, breach, default, requirement for consents, rights of the termsacceleration, conditions cancellation or provisions of (x) any note, bond, mortgage, indenture, deed of trust or (y) any license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which the Company or any of the Company Subsidiaries is a party, or by which the Company or any of the Company Subsidiaries or any of their properties is bound, except as otherwise termination that would not have reasonably be expected to have, individually or in the aggregate, a Company Seller Material Adverse Effect. Other than (b) Assuming entry of the filings provided for in Article II of this AgreementPlan Confirmation Order, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 (xxx "XXX Xxx"), xxe antitrust and competition laws of foreign countries, the Exchange Act, the Securities Actno Order or Permit issued by, or applicable state securities and "Blue Sky" laws (collectivelydeclaration or filing with, or notification to, or waiver from any Governmental Authority is required on the "Regulatory Filings"), part of any Seller in connection with the execution and delivery of this Agreement or any Ancillary Agreement, or the compliance with or performance by any Seller with any provision contained in this Agreement or any Ancillary Agreement, except for (i) in the Company does notevent the Closing fails to occur prior to the first anniversary of the expiration of the “waiting period” under the previously filed notification under the HSR Act, the filing by or on behalf of ASARCO or its “ultimate parent entity” of notification with the Federal Trade Commission and Antitrust Division of the United States Department of Justice under the HSR Act and the performance of this Agreement by the Company and consummation expiration or termination of the Transactions does not, require any consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority, except where the failure to obtain applicable “waiting period” thereunder and (ii) any such consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority would not have a Company Material Adverse Effect.36

No Violation; Consents. (a) Except as set forth in Section 5.6 5.6(a) of the Company Disclosure Schedule, neither the execution and delivery by the Company of this Agreement nor consummation by the Company of the Transactions in accordance with the terms hereof, will conflict with or result in a breach of any provisions of the Articles of Organization, Bylaws, Company Certificate or the Company Bylaws or any comparable organizational documents of the Company or any Company Subsidiary. Except as set forth in Section 5.6 5.6(a) of the Company Disclosure Schedule, the execution and delivery by the Company of this Agreement and consummation by the Company of the Transactions in accordance with the terms hereof will not violate, or conflict with, or result in (x) a breach violation of any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected or (y) any provision 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 or in a right of termination or cancellation of, or accelerate the performance required by, or result in the creation of any lienLien, security interest, charge or encumbrance upon any of the properties or assets of the Company or the Company Subsidiaries under, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of (x) any note, bond, mortgage, indenture, deed of trust or (y) any trust, license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation (collectively, "Contracts") to --------- which the Company or any of the Company Subsidiaries is a party, or by which the Company or any of the Company Subsidiaries or any of their properties is bound, except in each such case as otherwise would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Other than the filings provided for in Article II I of this Agreement, the HartXxxx-Xxxxx-Xxxxxx Xxxitrust Antitrust Improvements Act of 1976 0000 (xxx "XXX Xxx"), xxe antitrust and competition laws the Securities Exchange Act of foreign countries1934, as amended (the ------- "Exchange Act"), the Securities Act, Act or applicable state securities and "Blue ------------ Sky" laws, the Communications Act of 1934, as amended, and any regulations promulgated thereunder (the "Communications Act"), the rules and regulations of ------------------ local, state, or foreign PUCs (the "PUC Regulations"), and the applicable local, --------------- state, or foreign laws regulating the telecommunications industry (the "Utility ------- Laws") (collectively, the "Regulatory Filings"), ) the execution and delivery of ---- ------------------ this Agreement by the Company does not, and the performance of this Agreement by the Company and consummation of the Transactions does not, require any consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authorityGovernmental Entity, except where the failure to obtain any such consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

No Violation; Consents. Except as set forth in Section 5.6 of the Company Disclosure Schedule, neither Neither the execution and delivery by the Company of this Agreement nor the consummation by the Company of the Transactions in accordance with the terms hereof, hereof will conflict with or result in a breach of any provisions of the Articles of OrganizationIncorporation, Bylaws, or the other organizational documents of the Company or of any Company Subsidiary. Except as set forth in Section 5.6 5.5 of the Company Disclosure Schedule, to the knowledge of the Company, the execution and delivery by the Company of this Agreement and consummation by the Company of the Transactions in accordance with the terms hereof will not violate, or conflict with, or result in a breach of any provision 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 or in a right of termination or cancellation of, or accelerate the performance required by, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties of the Company or the Company Subsidiaries under, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of (xa) any note, bond, mortgage, indenture, deed of trust or (yb) any license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which the Company or any of the Company Subsidiaries is a party, or by which the Company or any of the Company Subsidiaries or any of their properties is bound, except as otherwise would not (i) prevent or delay consummation of the Merger in any material respect or otherwise prevent the Company from performing its obligations under this Agreement in any material respect, or (ii) individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Other than the filings provided for in Article II of this Agreement, the Hart-XxxxxScott-Xxxxxx Xxxitrust Improvements Act Rodino Antitrusx Xxxxxxxxxxxx Xct of 1976 (xxx the "XXX XxxHSR Act"), xxe antitrust and competition laws of foreign countries, the Exchange Act, the Securities Act, or xxx Xxxxxxxx Xxx xx applicable state securities and "Blue Sky" laws (collectivelylaws, and other than filings required by the "Regulatory Filings")Insurance Commissioners and state Governmental Entities with regulatory authority over the Company Subsidiaries, the execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company and consummation of the Transactions does do not, require any consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority, except where the failure to obtain any such consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority as would not (A) prevent or delay consummation of the Merger in any material respect or otherwise prevent the Company from performing its obligations under this Agreement in any material respect or (B) individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

No Violation; Consents. Except as set forth in Section 5.6 of the Company Disclosure Schedule, neither Neither the execution and delivery by the ---------------------- Company of this Agreement nor consummation by the Company of the Transactions in accordance with the terms hereof, will conflict with or result in a breach of any provisions of the Articles Certificate of OrganizationIncorporation, Bylaws, the Stockholder Agreement, or the organizational documents of the Company or any Company Subsidiary. Except as set forth in Section 5.6 of the Company Disclosure Schedule, the execution and delivery by the Company of this Agreement and consummation by the Company of the Transactions in accordance with the terms hereof will not violate, or conflict with, or result in a breach of any provision 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 or in a right of termination or cancellation of, or accelerate the performance required by, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties of the Company or the Company Subsidiaries under, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of (x) any note, bond, mortgage, indenture, deed of trust or (y) any license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which the Company or any of the Company Subsidiaries is a party, or by which the Company or any of the Company Subsidiaries or any of their properties is bound, except as otherwise would could not reasonably be expected to have a Company Material Adverse EffectEffect or impair the Company's ability to consummate the Transactions. Other than the filings provided for in Article II of this Agreement, or as may be required under, and other applicable requirements of, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements HSR Act of 1976 (xxx "XXX Xxx"), xxe antitrust and other applicable competition laws of foreign countriesor regulations, the Exchange Act, the Securities Act, Act or applicable state securities and "Blue Sky" laws (collectively, the "Regulatory Filings"), the execution and delivery of this Agreement by the ------------------- Company does not, and the performance of this Agreement by the Company and consummation of the Transactions does not, require any consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority, except where the failure to obtain any such consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority would not have a Company Material Adverse Effect.

No Violation; Consents. Except as set forth in Section 5.6 of the Company Disclosure Schedule, neither the execution and delivery by the Company of this Agreement nor consummation by the Company of the Transactions in accordance with the terms hereof, will conflict with or result in a breach of any provisions of the Articles of Organization, Bylaws, Company Charter or the organizational documents of Company Bylaws or the Company or any Company SubsidiaryRights Agreement (as defined in Section 5.26). Except as set forth in Section 5.6 of the Company Disclosure Schedule, the execution and delivery by the Company of this Agreement and consummation by the Company of the Transactions in accordance with the terms hereof will not violate, or conflict with, or result in a breach of any provision 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 or in a right of termination or cancellation of, or accelerate the performance required by, or result in the creation of any lien, security interest, charge or encumbrance ("Lien") upon any of the properties of the Company or the Company Subsidiaries under, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of (xa) any note, bond, mortgage, indenture, indenture or deed of trust or (yb) any license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which the Company or any of the Company Subsidiaries is a party, or by which the Company or any of the Company Subsidiaries or any of their its properties is bound, except as otherwise would not have a Company Material Adverse Effect. Other than the filings provided for in Article II I of this Agreement, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Securities Exchange Act of 1976 1934, as amended (xxx the "XXX XxxExchange Act"), xxe antitrust and competition laws of foreign countries, the Exchange Act, the Securities Act, Act or applicable state securities and "Blue Sky" laws (collectively, the "Regulatory Filings"), the execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company and consummation of the Transactions does not, require any consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority, except where the failure to obtain any such consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority would not have a Company Material Adverse Effect.