Common use of No Violation; Consents Clause in Contracts

No Violation; Consents. (a) Except as set forth on Schedule 3.3(a), the execution, delivery and performance by Seller of this Agreement, the Related Agreements or any other instruments, agreements, certificates and documents contemplated hereby or thereby do not and will not (i) violate any Order applicable to Seller, any of the Acquired Assets, or the Business; (ii) violate any Law; (iii) violate or conflict with, result in a breach of, constitute a default (or an event which, with or without notice or lapse of time or both, would constitute a default) under, permit cancellation of, or result in the creation of any Lien upon any of the Acquired Assets under, any Contract to which Seller is a party or by which Seller or any of the Acquired Assets are bound; (iv) permit the acceleration of the maturity of any Indebtedness of Seller related to the Business or Indebtedness secured by the Acquired Assets; or (v) violate or conflict with any provision of the Certificate of Incorporation or bylaws of Seller. (b) Except for as would not individually, or in the aggregate, be reasonably likely to have a Seller Material Adverse Effect, no consents or approvals of, or filings or registrations by Seller with, any Governmental Authority or any other Person not a Party are necessary in connection with the execution, delivery and performance of this Agreement, the Related Agreements or the other instruments, agreements, certificates and documents contemplated hereby or thereby by Seller and the consummation by Seller of the transactions contemplated hereby and thereby. (c) Seller has not breached any provision of, nor is it in default under the terms of, any Contract to which it is a party or under which it has any rights or by which it is bound which primarily relates to the Business or the Acquired Assets, which breach or default would give the other party to such Contract the right to cancel or terminate such contract or accelerate performance of Seller’s obligations thereunder, and to Seller’s Knowledge, no other party to any such Contract has breached such Contract or is in default thereunder in any material respect.

No Violation; Consents. (a) Except as set forth on Schedule 3.3(aSubject to the governmental filings and other matters referred to in Section 4.03(b), the execution, delivery and performance by Seller such Person of this Agreement, each of the Related Agreements or any other instruments, agreements, certificates Transaction Documents to which it is a party and documents the consummation by such Person of the transactions contemplated hereby or thereby do not and will not contravene any Applicable Law, except for any such contravention that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Person to timely perform its obligations under the Transaction Documents. The execution, delivery and performance by such Person of each of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby (i) violate any Order applicable to Seller, any of the Acquired Assets, or the Business; will not (iiA) violate any Law; (iii) violate or conflict withviolate, result in a breach of, of or constitute a default (or an event which, with or without due notice or lapse of time or both) a default (or give rise to any right of termination, would constitute a defaultcancellation or acceleration) underunder any contract, permit cancellation oflease or other agreement to which such Person is party or by which such Person is bound or to which any of its assets is subject, or (B) result in the creation or imposition of any Lien upon any of the Acquired Assets underassets of such Person, except for any Contract such violations, breaches, defaults or Liens that would not, individually or in the aggregate, reasonably be expected to which Seller have a material adverse effect on the ability of such Person to timely perform its obligations under this Agreement; and (ii) if it is a party or by which Seller or any of the Acquired Assets are bound; (iv) permit the acceleration of the maturity of any Indebtedness of Seller related to the Business or Indebtedness secured by the Acquired Assets; or (v) violate or legal entity, will not conflict with or violate any provision of the Certificate certificate of Incorporation incorporation or bylaws or other organizational documents of Sellersuch Person. (b) Except for as would not individuallyapplicable filings, or in if any, with the aggregate, be reasonably likely Commission pursuant to have a Seller Material Adverse Effectthe Exchange Act, no consents consent, authorization or approvals order of, or filings filing or registrations by Seller registration with, any Governmental Authority or any other Person not a Party are necessary in connection with is required to be obtained or made by such Person for the execution, delivery and performance of this Agreement, any of the Related Agreements Transaction Documents or the other instruments, agreements, certificates and documents contemplated hereby or thereby by Seller and the consummation by Seller of any of the transactions contemplated hereby and thereby, except where the failure to obtain such consents, authorizations or orders, or make such filings or registrations, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Person or the Company to timely perform their respective obligations under the Transaction Documents. (c) Seller Such Person has not breached taken nor will take, directly or indirectly, any provision of, nor is it in default action prohibited by Regulation M under the terms of, any Contract to which it is a party or under which it has any rights or by which it is bound which primarily relates to Exchange Act in connection with the Business or offering of the Acquired Assets, which breach or default would give the other party to such Contract the right to cancel or terminate such contract or accelerate performance of Seller’s obligations thereunder, and to Seller’s Knowledge, no other party to any such Contract has breached such Contract or is in default thereunder in any material respectNotes.

No Violation; Consents. (a) Except as set forth on Schedule 3.3(aSubject to making the filings and obtaining the consents and approvals referred to in Section 4.3(b), the execution, delivery and performance by Seller such Purchaser of this Agreementeach of the Equity Documents to which it is a party and the consummation of the Transactions, the Related Agreements or any other instruments, agreements, certificates and documents contemplated hereby or thereby do not and will not contravene any Applicable Law, except for such contraventions as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to timely perform its obligations under this Agreement. The execution, delivery and performance by such Purchaser of each of the Equity Documents to which it is a party and the consummation of the Transactions (i) violate any Order applicable to Seller, any of the Acquired Assets, or the Business; will not (iiA) violate any Law; (iii) violate or conflict withviolate, result in a breach of, of or constitute a default (or an event which, with or without due notice or lapse of time or both) a default (or give rise to any right of termination, would constitute a defaultcancellation or acceleration) under, permit cancellation ofunder any Contract to which such Purchaser is party or by which such Purchaser is bound or to which any of its assets is subject, or (B) result in the creation or imposition of any Lien upon any of the Acquired Assets underassets of such Purchaser, except for any Contract such violations, breaches, defaults or Liens that would not, individually or in the aggregate, reasonably be expected to which Seller is have a party or by which Seller or any material adverse effect on the ability of the Acquired Assets are bound; such Purchaser to timely perform its obligations under this Agreement, and (ivii) permit the acceleration of the maturity of any Indebtedness of Seller related to the Business or Indebtedness secured by the Acquired Assets; or (v) violate or will not conflict with or violate any provision of the Certificate certificate of Incorporation incorporation or bylaws or other governing documents of Sellersuch Purchaser. (b) Except for as would (i) the filings by the Purchaser, if any, required by the HSR Act, and (ii) applicable filings, if any, with the Commission pursuant to the Exchange Act, which, in each case, shall be made (or are not individually, required to be made) on or in prior to the aggregate, be reasonably likely to have a Seller Material Adverse EffectClosing Date, no consents consent, authorization or approvals order of, or filings filing or registrations by Seller registration with, any Governmental Authority or any other Person not a Party are necessary in connection with is required to be obtained or made by such Purchaser for the execution, delivery and performance of this Agreement, the Related Agreements or the other instruments, agreements, certificates and documents contemplated hereby or thereby by Seller and the consummation by Seller any of the transactions contemplated hereby and thereby. (c) Seller has not breached any provision of, nor is it in default under the terms of, any Contract Equity Documents to which it is a party or the consummation of the Transactions, except where the failure to obtain such consents, authorizations or orders, or make such filings or registrations, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to timely perform its obligations under which it has any rights or by which it is bound which primarily relates to the Business or the Acquired Assets, which breach or default would give the other party to such Contract the right to cancel or terminate such contract or accelerate performance of Seller’s obligations thereunder, and to Seller’s Knowledge, no other party to any such Contract has breached such Contract or is in default thereunder in any material respectthis Agreement.

No Violation; Consents. (a) Except as set forth on Schedule 3.3(a)The authorization, the execution, execution and delivery and performance by Seller of this Agreement, Agreement or the Related Agreements or any other instruments, agreements, certificates and documents contemplated hereby or thereby do Transaction Documents by the Buyer does not and will not not, and the performance by the Buyer of this Agreement and the other Transaction Documents to which it is party will not, with or without notice, lapse of time or both, (i) conflict with or violate any provision of the organizational documents of the Buyer, (ii) assuming that all consents, approvals, authorizations and permits described in Section 6.3(b) have been obtained and all filings and notifications described in Section 6.3(b) have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law or Order applicable to Sellerthe Buyer or its Affiliates, or by which any property or asset of the Acquired Assets, Buyer is bound or the Business; (ii) violate any Law; affected or (iii) violate require any consent or conflict withapproval under, result in a any breach ofof or any loss of any benefit under, constitute a change of control or default (or an event which, which with or without notice or lapse of time or both, both would constitute become a default) underunder or give to others any right of termination, permit vesting, amendment, acceleration or cancellation of, or result in the creation of an Encumbrance on any Lien upon any property or asset of the Acquired Assets underBuyer, pursuant to, any Contract or Permit to which Seller the Buyer is a party party, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or by other occurrences which Seller would not reasonably be expected, individually or any in the aggregate, to prevent or materially delay the consummation of the Acquired Assets are bound; (iv) permit the acceleration of the maturity of any Indebtedness of Seller related to the Business or Indebtedness secured by the Acquired Assets; or (v) violate or conflict with any provision of the Certificate of Incorporation or bylaws of SellerTransactions. (b) Except for as Assuming the accuracy of the representations and warranties of the Selling Entities in Section 5.3(a), the execution and delivery by the Buyer of this Agreement and the other Transaction Documents to which it is party does not and will not, and the consummation by the Buyer of the Transactions and compliance by the Buyer with any of the terms or provisions hereof will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except (i) compliance with any applicable requirements under the Regulatory Laws, (ii) the entry of the Sale Order by the Bankruptcy Court or (iii) such other Consents where failure to obtain such Consents would not individuallyreasonably be expected, individually or in the aggregate, be reasonably likely to have a Seller Material Adverse Effect, no consents prevent or approvals of, or filings or registrations by Seller with, any Governmental Authority or any other Person not a Party are necessary in connection with materially delay the execution, delivery and performance of this Agreement, the Related Agreements or the other instruments, agreements, certificates and documents contemplated hereby or thereby by Seller and the consummation by Seller of the transactions contemplated hereby and therebyTransactions. (c) Seller has not breached any provision of, nor is it in default under the terms of, any Contract to which it is a party or under which it has any rights or by which it is bound which primarily relates to the Business or the Acquired Assets, which breach or default would give the other party to such Contract the right to cancel or terminate such contract or accelerate performance of Seller’s obligations thereunder, and to Seller’s Knowledge, no other party to any such Contract has breached such Contract or is in default thereunder in any material respect.

No Violation; Consents. (a) Except as set forth on Schedule 3.3(a)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 Seller IDT Parent of this Agreementthe Registration Rights Agreement and the consummation of the transactions contemplated thereby by IDT Parent, the Related Agreements or any other instruments, agreements, certificates and documents contemplated hereby or thereby 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 the aggregate, 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) violate any Order applicable to Seller, any of the Acquired Assets, or the Business; will not (iiA) violate any Law; (iii) violate or conflict withviolate, result in a breach of, of or constitute a default (or an event which, with or 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) under, permit cancellation ofparty or by which its respective assets is subject, or (B) result in the creation or imposition of any Lien upon any of the Acquired Assets under, any Contract to which Seller is a party or by which Seller assets of IDT Parent or any of the Acquired Assets are bound; IDT Subsidiary, and (ivii) permit the acceleration of the maturity of any Indebtedness of Seller related to the Business or Indebtedness secured by the Acquired Assets; or (v) violate or will not conflict with or violate any provision of the Certificate of Incorporation or bylaws Bylaws of SellerIDT Parent or any IDT Subsidiary, each as in effect on the date hereof and as will be in effect on the Closing Date. (b) Except for as would not individually(i) filings with the NYSE to list the Consideration Shares, (ii) filings of the Information Statement with the SEC, (iii) filings and approvals contemplated by the terms of the Registration Rights Agreement, (iv) the making of any applicable filings under the HSR Act, (v) the expiration or in termination of any applicable waiting periods under the aggregate, be reasonably likely to have a Seller Material Adverse EffectHSR Act and (vi) the filing of the certificates of merger contemplated by Section 1.01(b), no consents consent, authorization or approvals order of, or filings filing or registrations by Seller registration with, any Governmental Authority Entity or other person is required to be obtained or made by IDT Parent or any other Person not a Party are necessary in connection with IDT Subsidiary for the execution, delivery and performance of this Agreement, the Related Agreements Agreement or the other instruments, agreements, certificates and documents contemplated hereby or thereby by Seller and the consummation by Seller of the transactions contemplated hereby and thereby. (cincluding, without limitation, the Mergers) Seller has not breached any provision ofby IDT Parent or the IDT Subsidiaries, nor is it in default under the terms of, any Contract to which it is a party or under which it has any rights or by which it is bound which primarily relates to IDT Parent for the Business execution, delivery and performance of the Registration Rights Agreement or the Acquired Assetsconsummation of the transactions contemplated thereby by IDT Parent, which breach except where the failure to obtain such consents, authorizations or default orders, or make such filings or registrations, would give not, individually or in the other party aggregate, reasonably be expected to such Contract the right to cancel or terminate such contract or accelerate performance of Seller’s obligations thereunder, and to Seller’s Knowledge, no other party to any such Contract has breached such Contract or is in default thereunder in any material respecthave a Material Adverse Effect.

No Violation; Consents. (a) The execution, delivery and performance by the Company of each of the Documents and the consummation of the transactions contemplated hereby and thereby does not and will not contravene any Applicable Law. The execution, delivery and performance by the Company of each of the Documents and the consummation of the transactions contemplated hereby and thereby (i) will not (after giving effect to all amendments or waivers obtained on or prior to the First Closing Date) (x) violate, result in a breach of or constitute (with due notice or lapse of time or both) a default under any contract, lease, loan agreement, Benefit Plan, mortgage, security agreement, trust indenture or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which any of them is bound or to which any of their properties or assets is subject or (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) permit or cause the acceleration of the maturity of any debt or obligation of the Company or its Subsidiary in an amount exceeding, in the aggregate, $500,000, and (ii) will not violate any provision of the Charter or the Amended and Restated Bylaws of the Company or its Subsidiary. (b) Except as set forth on Schedule 3.3(a3.5(b), the executionno consent, delivery and performance by Seller of this Agreement, the Related Agreements authorization or any other instruments, agreements, certificates and documents contemplated hereby or thereby do not and will not (i) violate any Order applicable to Seller, any of the Acquired Assets, or the Business; (ii) violate any Law; (iii) violate or conflict with, result in a breach of, constitute a default (or an event which, with or without notice or lapse of time or both, would constitute a default) under, permit cancellation order of, or result in the creation of any Lien upon any of the Acquired Assets under, any Contract to which Seller is a party filing or by which Seller or any of the Acquired Assets are bound; (iv) permit the acceleration of the maturity of any Indebtedness of Seller related to the Business or Indebtedness secured by the Acquired Assets; or (v) violate or conflict with any provision of the Certificate of Incorporation or bylaws of Seller. (b) Except for as would not individually, or in the aggregate, be reasonably likely to have a Seller Material Adverse Effect, no consents or approvals of, or filings or registrations by Seller registration with, any Governmental Authority or any other Person not a Party are necessary in connection with person is required to be obtained or made by the Company or its Subsidiary for the execution, delivery and performance of this Agreementany of the Documents, the Related Agreements or the other instruments, agreements, certificates and documents contemplated hereby or thereby by Seller and the consummation by Seller of any of the transactions contemplated hereby and or thereby. , except (ci) Seller has not breached any provision of, nor is it in default under for those consents or authorizations required for the terms of, any Contract to which it is a party First Closing that will have been obtained or under which it has any rights made on or by which it is bound which primarily relates prior to the Business First Closing Date, (ii) for those consents or authorizations required for the Acquired AssetsSecond Closing, which breach if any, that will have been obtained or default would give made on or prior to the other party Second Closing Date or (iii) where the failure to obtain such Contract consents, authorizations or orders, or make such filings or registrations, could not, individually or in the right aggregate, reasonably be expected to cancel or terminate such contract or accelerate performance of Seller’s obligations thereunder, and to Seller’s Knowledge, no other party to any such Contract has breached such Contract or is in default thereunder in any material respecthave a Material Adverse Effect.

No Violation; Consents. (a) Except Other than any consents that have been obtained on or prior to Closing, and except as set forth on Schedule 3.3(a5.4(a) and subject to receiving any consents or waivers referred to thereon or in Section 5.4(b), the execution, execution and delivery and performance by Seller of this Agreement, Agreement and the Related Agreements or any other instruments, agreements, certificates Transaction Documents to which it is a party and documents the consummation of the transactions contemplated hereby or and thereby do not and will not (i) violate any Order applicable to provision of the constituent documents of Seller, any of the Acquired Assets, or the Business; (ii) violate any Law; (iii) violate or subject to the entry of the Sale Order, conflict with, require the consent of a third party under, violate, require or accelerate the time of any payment by Seller to any Person under, result in a the breach of, constitute a default (or an event which, with or without notice or lapse of time or both, would constitute a default) under, permit or give rise to any right of acceleration, cancellation of, or result in the creation termination of any Lien upon any material right or obligation of the Acquired Assets Seller under, any material Contract or other instrument to which Seller is a party or by which Seller or any of the Acquired Assets its properties or assets are bound; , (iii) subject to the entry of the Sale Order, violate any Order of any Governmental Authority to which Seller is bound or subject, (iv) permit subject to the acceleration entry of the maturity of Sale Order, violate any Indebtedness of Seller related to the Business or Indebtedness secured by the Acquired Assets; Applicable Law, or (v) violate except as provided for herein and for Permitted Liens, result in the imposition or conflict with creation of any provision Lien upon the Transferred Assets, other than, in the case of the Certificate clauses (ii) through (iv), any conflict, violation, breach, default, requirement for consents, rights of Incorporation acceleration, cancellation, termination or bylaws of SellerLien that would not have a Seller Material Adverse Effect. (b) Except for (i) the entry of the Sale Order and such other authorization as is required by the Bankruptcy Court and (ii) as set forth on Schedule 5.4(b), no Order or Permit issued by, or declaration or filing with, or notification to, or waiver or consent from any Governmental Authority is required on the part of Seller in connection with the execution and delivery of this Agreement, or the compliance or performance by Seller with any provision contained in this Agreement, except for any such requirements, the failure of which to be obtained or made would not individually, or in the aggregate, be reasonably likely to have a Seller Material Adverse Effect, no consents or approvals of, or filings or registrations by Seller with, any Governmental Authority or any other Person not a Party are necessary in connection with the execution, delivery and performance of this Agreement, the Related Agreements or the other instruments, agreements, certificates and documents contemplated hereby or thereby by Seller and the consummation by Seller of the transactions contemplated hereby and thereby. (c) Seller has not breached any provision of, nor is it in default under the terms of, any Contract to which it is a party or under which it has any rights or by which it is bound which primarily relates to the Business or the Acquired Assets, which breach or default would give the other party to such Contract the right to cancel or terminate such contract or accelerate performance of Seller’s obligations thereunder, and to Seller’s Knowledge, no other party to any such Contract has breached such Contract or is in default thereunder in any material respect.

No Violation; Consents. Assuming the making of all notifications and filings that may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (athe “HSR Act”) Except as set forth on Schedule 3.3(a)or any foreign antitrust, merger control, or competition law (collectively with the HSR Act, the execution“Antitrust Laws”) in connection with the transactions described in this Agreement, delivery and performance by Seller the receipt of any required clearances, approvals, authorizations, or waiting period expirations or terminations as may be required under any Antitrust Law in connection with the transactions described in this Agreement, the Related Agreements or any other instruments, agreements, certificates execution and documents contemplated hereby or thereby do not and will not (i) violate any Order applicable to Seller, any of the Acquired Assets, or the Business; (ii) violate any Law; (iii) violate or conflict with, result in a breach of, constitute a default (or an event which, with or without notice or lapse of time or both, would constitute a default) under, permit cancellation of, or result in the creation of any Lien upon any of the Acquired Assets under, any Contract to which Seller is a party or by which Seller or any of the Acquired Assets are bound; (iv) permit the acceleration of the maturity of any Indebtedness of Seller related to the Business or Indebtedness secured by the Acquired Assets; or (v) violate or conflict with any provision of the Certificate of Incorporation or bylaws of Seller. (b) Except for as would not individually, or in the aggregate, be reasonably likely to have a Seller Material Adverse Effect, no consents or approvals of, or filings or registrations by Seller with, any Governmental Authority or any other Person not a Party are necessary in connection with the execution, delivery and performance of this Agreement, the Related Agreements or Agreement and the other instrumentstransaction documents do not, agreements, certificates and documents contemplated hereby or thereby by Seller and the consummation by Seller of the transactions contemplated hereby and thereby. thereby and compliance with the terms hereof and thereof will not: (ci) violate any Governmental Rule applicable to each Seller has not breached or the Purchased Assets or the transactions contemplated hereby; (ii) result in the creation or imposition of any provision Encumbrance upon any Purchased Asset other than Permitted Encumbrances; (iii) require any approval, authorization, consent, license, exemption, filing or registration with any Person, except for such approvals, authorizations, consents, licenses, exemptions, filings or registrations which shall be obtained or made prior to or at the Closing or as otherwise contemplated herein; (iv) conflict with or violate any provisions of the certificate of formation, shareholder agreement or other organizational documents of each Seller; (v) result in the breach of, nor is it in or a default under any (A) Assigned Contract or (B) any other Contract which each Seller is a party, or (vi) result in the terms breach of, or a default under any Contract order, writ, injunction, judgment or decree to which it is a party or under which it has any rights or by which it each Seller is bound or subject, except for, with respect to clauses (v)(B) and (vi) hereof, such breaches or defaults which primarily relates would not reasonably be expected to have, individually or in the Business or the Acquired Assetsaggregate, which breach or default would give the other party to such Contract the right to cancel or terminate such contract or accelerate performance of Seller’s obligations thereunder, and to Seller’s Knowledge, no other party to any such Contract has breached such Contract or is in default thereunder in any material respecta 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 on Schedule 3.3(a)3.5, the execution, delivery and performance by Seller the Company and each Subsidiary of this Agreementthe letter agreements referred to in Section 10.5 hereof, the Related Agreements or any other instruments, agreements, certificates Documents to which it is a party and documents the consummation of the transactions contemplated hereby or and thereby do (i) did not and will not (ix) violate any Order applicable to Seller, any of the Acquired Assets, or the Business; (ii) violate any Law; (iii) violate or conflict withviolate, result in a breach of, of or constitute a default (or an event which, with or without due notice or lapse of time or both) a default under any contract, would constitute a default) underlease, permit cancellation ofloan agreement, Benefit Plan, mortgage, security agreement, trust indenture or result in the creation of any Lien upon any of the Acquired Assets under, any Contract other agreement or instrument to which Seller the Company or any Subsidiary is a party or by which Seller or any of the Acquired Assets are bound; (iv) permit the acceleration them is bound or to which any of the maturity of any Indebtedness of Seller related their properties or assets is subject, except to the Business extent any such conflict or Indebtedness secured by the Acquired Assets; or (v) violate or conflict with any provision of the Certificate of Incorporation or bylaws of Seller. (b) Except for as would not individuallybreach, singly or in the aggregate, be reasonably likely to would not have a Seller Material Adverse Effect, no consents (y) result in the creation or approvals ofimposition of any Lien (other than a Permitted Lien) upon any of the properties or assets of the Company or any Subsidiary, or filings (z) except as set forth on Schedule 3.5(a), obligate the Company to make any payment or registrations by Seller withincur 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 Governmental Authority Benefit Plan or any other Person Applicable Law, that relates to a change of control or ownership of the Company or any similar provision, (ii) did not a Party are necessary 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 connection with the executionPurchaser or any of its Affiliates, delivery and performance of this Associates or Permitted Transferees being (x) an "ACQUIRING PERSON" under the Rights Agreement, dated as of October 31, 2000 (the Related Agreements or the other instruments, agreements, certificates "RIGHTS AGREEMENT") by and documents contemplated hereby or thereby by Seller and the consummation by Seller of the transactions contemplated hereby and thereby. (c) Seller has not breached any provision of, nor is it in default under the terms of, any Contract to which it is a party or under which it has any rights or by which it is bound which primarily relates to the Business or the Acquired Assets, which breach or default would give the other party to such Contract the right to cancel or terminate such contract or accelerate performance of Seller’s obligations thereunder, and to Seller’s Knowledge, no other party to any such Contract has breached such Contract or is in default thereunder in any material respect.between the

No Violation; Consents. (a) Neither the execution and delivery by Parent and MergerCo of this Agreement, nor the performance by Parent and MergerCo of their obligations hereunder in accordance with the terms hereof, nor the consummation by Parent and MergerCo of the Transactions in accordance with the terms hereof, will conflict with or result in a breach of any provisions of the Parent Certificate or the Parent Bylaws. Except as set forth on in Section 5.4 of the Parent Disclosure Schedule 3.3(a)or as would not have a Parent Material Adverse Effect or prevent or materially delay the Closing or the performance of this Agreement by the Parent and MergerCo, the execution, execution and delivery by the Parent and performance by Seller MergerCo of this Agreement, the Related Agreements or any other instruments, agreements, certificates performance by Parent and documents contemplated hereby or thereby do not MergerCo of their obligations hereunder and the consummation by Parent and MergerCo of the Transactions in accordance with the terms hereof will not (i) violate any Order applicable to Sellerviolate, any of the Acquired Assets, or the Business; (ii) violate any Law; (iii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with or without notice or lapse of time or both, would constitute a default) under, permit 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 upon any of the Acquired Assets properties of Parent under, or result in being declared void, voidable or without further binding effect, any Contract of the terms, conditions or provisions of (a) any note, bond, mortgage, indenture or deed of trust existing on the date hereof or (b) any license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which Seller Parent is a party party, or by which Seller Parent or any of its properties is bound, existing on the Acquired Assets are bound; (iv) permit date hereof. Other than the acceleration Regulatory Filings, and based upon the accuracy of the maturity Company's representation and warranty contained in Section 4.27 hereof, the execution and delivery of any Indebtedness this Agreement by Parent and MergerCo, the performance of Seller related to this Agreement by Parent and MergerCo and the Business or Indebtedness secured by the Acquired Assets; or (v) violate or conflict with any provision consummation of the Certificate of Incorporation Transactions do not, require any consent, approval or bylaws of Seller. (b) Except for as would not individuallyauthorization of, or declaration, filing or registration with, any governmental or regulatory authority, except where the failure to obtain one or more consents, approvals or authorizations of, or declarations, filings or registrations with, any governmental or regulatory authorities, individually or in the aggregate, would not be reasonably likely expected either to have a Seller Parent Material Adverse Effect, no consents Effect or approvals of, to prevent or filings delay the Closing or registrations by Seller with, any Governmental Authority or any other Person not a Party are necessary in connection with the execution, delivery and performance of this Agreement, the Related Agreements or the other instruments, agreements, certificates and documents contemplated hereby or thereby Agreement by Seller and the consummation by Seller of the transactions contemplated hereby and therebyParent. (c) Seller has not breached any provision of, nor is it in default under the terms of, any Contract to which it is a party or under which it has any rights or by which it is bound which primarily relates to the Business or the Acquired Assets, which breach or default would give the other party to such Contract the right to cancel or terminate such contract or accelerate performance of Seller’s obligations thereunder, and to Seller’s Knowledge, no other party to any such Contract has breached such Contract or is in default thereunder in any material respect.

No Violation; Consents. (a) Except as set forth on Schedule 3.3(a)SCHEDULE 3.5, the execution, delivery and performance by Seller consummation of this Agreement, the Related Agreements or any other instruments, agreements, certificates and documents contemplated hereby or thereby do not and Transactions will not violate or cause a default under (i) violate any Order applicable to Seller, any of the Acquired Assets, or the Business; (ii) violate any Law; (iii) violate or conflict with, result in a breach of, constitute a default (or an event which, with or without notice or lapse of time or both, would constitute a default) under, permit cancellation of, or result in the creation of any Lien upon any of the Acquired Assets under, any Contract to which Seller is a party or by which Seller or any of the Acquired Assets are bound; (iv) permit the acceleration of the maturity of any Indebtedness of Seller related to the Business or Indebtedness secured by the Acquired Assets; or (v) violate or conflict with any provision of the Certificate governing documents of Incorporation TPC or bylaws a Subsidiary, (ii) any provision of Sellerany material contract or agreement or of any bank loan, indenture or credit agreement, in each case to which TPC or a Subsidiary is a party, (iii) assuming the governmental filings, approvals, consents and authorizations referred to in Section 3.5(b) are duly and timely made or obtained and that the approval of the Merger and this Agreement by the stockholders of TPC in accordance with Delaware law is duly obtained, any applicable law, ordinance, rule or regulation of any governmental authority or (iv) any applicable order, writ, judgment or decree of any court or other competent authority, except for such violations, defaults or other occurrences which do not, individually or in the aggregate, have a Material Adverse Effect. (b) Except for (i) any required filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR ACT"), and filing and recordation of appropriate merger documents as required by Delaware Law, (ii) any governmental consents necessary for transfers of permits and licenses, and (iii) as otherwise set forth on SCHEDULE 3.5, no authorization, consent or approval of or filing with any governmental authority is required to be obtained or made by TPC or a Subsidiary for the execution and delivery by TPC of this Agreement or the consummation by TPC of the Transactions. Except as set forth in SCHEDULE 3.5, no authorization, consent or approval of any nongovernmental third party is required to be obtained by TPC or any Subsidiary for the execution and delivery by TPC of this Agreement or the consummation by TPC of the Transactions, except where failure to obtain such consents, approvals or authorizations would not individuallyprevent or delay consummation of the Offer or the Merger, or otherwise prevent TPC from performing its obligations under this Agreement, and would not, individually or in the aggregate, be reasonably likely to have a Seller Material Adverse Effect, no consents or approvals of, or filings or registrations by Seller with, any Governmental Authority or any other Person not a Party are necessary in connection with the execution, delivery and performance of this Agreement, the Related Agreements or the other instruments, agreements, certificates and documents contemplated hereby or thereby by Seller and the consummation by Seller of the transactions contemplated hereby and thereby. (c) Seller has not breached any provision of, nor is it in default under the terms of, any Contract to which it is a party or under which it has any rights or by which it is bound which primarily relates to the Business or the Acquired Assets, which breach or default would give the other party to such Contract the right to cancel or terminate such contract or accelerate performance of Seller’s obligations thereunder, and to Seller’s Knowledge, no other party to any such Contract has breached such Contract or is in default thereunder in any material respect.

No Violation; Consents. (a) Except as set forth on Schedule 3.3(a), the execution, The execution and delivery and performance by Seller of this Agreement, the Related Agreements Agreement or any of the other instrumentsTransaction Documents by CTI does not, agreements, certificates and documents the consummation of the transactions contemplated hereby or thereby do not and compliance with the terms hereof or thereof by CTI will not not: (i) violate any Order applicable Governmental Rule to Seller, any of the Acquired Assets, or the Businesswhich CTI is subject; (ii) breach or violate any Lawprovision of the certificate of incorporation or bylaws of CTI; (iii) violate conflict with any Assigned Contract (other than a Contract identified in Section 5.8 of the Disclosure Schedule that is a Non-Assignable Asset, but only with respect to any assignment or conflict withtransfer restrictions set forth therein), result in except for such violations or conflicts which would not, and could not reasonably be expected to, have a breach ofMaterial Adverse Effect, constitute a default (or an event which, materially interfere with or without notice or lapse CTI’s performance of time or both, would constitute a default) under, permit cancellation ofits obligations hereunder, or result materially interfere with the Company’s or its Affiliates’ ability to develop, market, sell and distribute the Product in the creation of any Lien upon any of the Acquired Assets under, any Contract to which Seller is a party United States; or by which Seller or any of the Acquired Assets are bound; (iv) permit the acceleration of the maturity of require any Indebtedness of Seller related to the Business approval, authorization, notice, consent, license, exemption, filing or Indebtedness secured by the Acquired Assets; or (v) violate or conflict registration with any provision Person, except for such approvals, authorizations, notices, consents, licenses, exemptions, filings or registrations which have been obtained or made, or which will be obtained or made in accordance with the provisions of the Certificate Section 3.7, or which, if not obtained or made, would not, and could not reasonably be expected to, have a Material Adverse Effect or materially interfere with CTI’s performance of Incorporation or bylaws of Sellerits obligations hereunder. (b) Except for as would not individuallySection 5.3(b) of the Disclosure Schedule includes an accurate and complete list of all material Conveyed Assets (including, or in the aggregatewithout limitation, be reasonably likely to have a Seller Material Adverse Effect, no consents or approvals of, or filings or registrations by Seller with, any Governmental Authority or any other Person not a Party are necessary Assigned Contracts) that (in connection with the execution, execution and delivery and performance of this AgreementAgreement or any of the Transaction Documents by CTI, the Related Agreements or the other instruments, agreements, certificates and documents contemplated hereby or thereby by Seller and the CTI’s consummation by Seller of the transactions contemplated hereby or thereby and thereby. (c) Seller has not breached any provision of, nor is it in default under compliance with the terms ofhereof or thereof) requires approval, authorization, notice, consent, license, exemption, filing or registration with any Contract to which it is a party or under which it has any rights or by which it is bound which primarily relates to the Business or the Acquired Assets, which breach or default would give the other party to such Contract the right to cancel or terminate such contract or accelerate performance of Seller’s obligations thereunder, and to Seller’s Knowledge, no other party to any such Contract has breached such Contract or is in default thereunder in any material respectPerson. *** CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

No Violation; Consents. (a) Except as set forth on Schedule 3.3(a)for compliance with the Exchange Act, neither the execution, delivery and performance by Seller Acquiror or Guarantor of this Agreement, the Related Agreements filing of the Articles of Merger with the Secretary of State for the State of Florida, the consummation by Acquiror or Guarantor of the transactions contemplated hereby, nor compliance by Acquiror or Guarantor with any other instrumentsof the provisions hereof, agreements, certificates and documents contemplated hereby or thereby do not and will not will: (i) violate any Order applicable to Sellerviolate, any of the Acquired Assets, or the Business; (ii) violate any Law; (iii) violate or conflict with, result in a breach of any provision of, constitute a default (or an event whichthat, with or without notice or lapse of time or both, would constitute a default) under, permit cancellation result in the termination of, accelerate the performance required by, or result in a right of termination or acceleration, or the creation of any Lien lien, security interest, charge or encumbrance upon any of the Acquired Assets underproperties or assets of Acquiror or Guarantor, under any Contract of the terms, conditions or provisions of, (x) Acquiror's Articles of Incorporation or Bylaws, or (y) any note, bond, mortgage, indenture or material contract to which Seller Acquiror or Guarantor is a party party, or by which Seller Acquiror or Guarantor may be bound, or to which Acquiror or Guarantor or the properties or assets of any of them may be subject, other than as would, with respect to clause (y) not have, individually or in the aggregate, a material adverse effect (net of any insurance proceeds recovered) on (1) the financial condition or net worth of Acquiror or Guarantor or (2) the ability of Acquiror or Guarantor to consummate the transactions contemplated by this Agreement (a "Material Adverse Effect on Acquiror/Guarantor"); or (ii) subject to compliance with the statutes and regulations referred to in Section 4.3(b), violate any valid and enforceable judgment, ruling, order, writ, injunction, decree, or any statute, rule or regulation applicable to Acquiror or Guarantor or any of their respective properties or assets where such violation would, individually or in the Acquired Assets are bound; (iv) permit the acceleration of the maturity of any Indebtedness of Seller related to the Business or Indebtedness secured by the Acquired Assets; or (v) violate or conflict with any provision of the Certificate of Incorporation or bylaws of Selleraggregate, have a Material Adverse Effect on Acquiror/Guarantor. (b) Except for as (i) compliance with the Exchange Act, (ii) notices, filings, authorizations, exemptions, consents or approvals, the failure of which to give or obtain would not individuallynot, individually or in the aggregate, be reasonably likely to have a Seller Material Adverse EffectEffect on Acquiror/Guarantor, and (iii) the filing of the Articles of Merger with the Secretary of State of Florida, no consents or approvals notice to, filing with, authorization of, exemption by, or filings consent or registrations by Seller withapproval of, any Governmental Authority governmental authority or any other Person not a Party are regulatory body is necessary in connection with the execution, delivery and performance of this Agreement, the Related Agreements or the other instruments, agreements, certificates and documents contemplated hereby or thereby by Seller and for the consummation by Seller Acquiror or Guarantor of the transactions contemplated hereby and therebyby this Agreement. (c) Seller has not breached any provision of, nor is it in default under the terms of, any Contract to which it is a party or under which it has any rights or by which it is bound which primarily relates to the Business or the Acquired Assets, which breach or default would give the other party to such Contract the right to cancel or terminate such contract or accelerate performance of Seller’s obligations thereunder, and to Seller’s Knowledge, no other party to any such Contract has breached such Contract or is in default thereunder in any material respect.

No Violation; Consents. (a) Neither the execution and delivery by Parent and MergerCo of this Amendment or the Loan Agreement Amendment, nor the performance by Parent and MergerCo of their respective obligations hereunder or under the Merger Agreement in accordance with the terms hereof or thereof, will conflict with or result in a breach of any provisions of the Parent Certificate or the Parent Bylaws. Except as set forth on in Section 5.4 of the Parent Disclosure Schedule 3.3(a)attached to the Original Merger Agreement or as would not have a Parent Material Adverse Effect or prevent or materially delay the Closing or the performance of this Agreement by the Parent and MergerCo, the executionexecution and delivery by the Parent and MergerCo of this Amendment and the Loan Agreement Amendment, delivery and the performance by Seller Parent and MergerCo of this Agreement, their obligations hereunder and the Related Agreements or any other instruments, agreements, certificates consummation by Parent and documents contemplated hereby or thereby do not and MergerCo of the Transactions in accordance with the terms of the Merger Agreement will not (i) violate any Order applicable to Sellerviolate, any of the Acquired Assets, or the Business; (ii) violate any Law; (iii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with or without notice or lapse of time or both, would constitute a default) under, permit 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 upon any of the Acquired Assets properties of Parent under, or result in being declared void, voidable or without further binding effect, any Contract of the terms, conditions or provisions of (a) any note, bond, mortgage, indenture or deed of trust existing on the date hereof or (b) any license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which Seller Parent is a party party, or by which Seller Parent or any of its properties is bound, existing on the Acquired Assets are bound; (iv) permit date hereof. Other than the acceleration Regulatory Filings, and based upon the accuracy of the maturity of any Indebtedness of Seller related to the Business or Indebtedness secured by the Acquired Assets; or (v) violate or conflict with any provision Company's representation and warranty contained in Section 4.27 of the Certificate Original Merger Agreement, the execution and delivery of Incorporation this Amendment by Parent and MergerCo, the performance of the Merger Agreement by Parent and MergerCo and the consummation of the Transactions do not, require any consent, approval or bylaws of Seller. (b) Except for as would not individuallyauthorization of, or declaration, filing or registration with, any governmental or regulatory authority, except where the failure to obtain one or more consents, approvals or authorizations of, or declarations, filings or registrations with, any governmental or regulatory authorities, individually or in the aggregate, would not be reasonably likely expected either to have a Seller Parent Material Adverse Effect, no consents Effect or approvals of, to prevent or filings delay the Closing or registrations by Seller with, any Governmental Authority or any other Person not a Party are necessary in connection with the execution, delivery and performance of this Agreement, the Related Agreements or the other instruments, agreements, certificates and documents contemplated hereby or thereby Merger Agreement by Seller and the consummation by Seller of the transactions contemplated hereby and therebyParent. (c) Seller has not breached any provision of, nor is it in default under the terms of, any Contract to which it is a party or under which it has any rights or by which it is bound which primarily relates to the Business or the Acquired Assets, which breach or default would give the other party to such Contract the right to cancel or terminate such contract or accelerate performance of Seller’s obligations thereunder, and to Seller’s Knowledge, no other party to any such Contract has breached such Contract or is in default thereunder in any material respect.

No Violation; Consents. (a) Except as set forth on Schedule 3.3(a)Assuming receipt of the consents, approvals and authorizations specifically contemplated by the next sentence, the executionexecution and delivery of the Agreement by USAB does not, delivery and performance the consummation by Seller USAB of this Agreement, the Related Agreements or any other instruments, agreements, certificates and documents contemplated hereby or thereby do not and APA will not not: (i) violate or conflict with or result in any Order applicable to Seller, breach of any provision of the Acquired Assets, USAB’s certificate of incorporation or the Businessby-laws; (ii) violate any Law; (iii) violate or conflict with, result in with or constitute a breach of, constitute a or default (or an event whichthat, with or without notice or lapse of time time, or both, would constitute become a breach or default) underunder or will result in the termination of, permit cancellation ofor accelerate the performance required by, or result in the creation of any Lien upon any of the Acquired Assets assets under, any material Contract to which Seller USAB is a party or by which Seller its assets or any of the Acquired Assets are bound; (iv) permit the acceleration of the maturity of any Indebtedness of Seller related to the Business properties may be bound or Indebtedness secured by the Acquired Assetsaffected; or (viii) violate or conflict with any provision of Law applicable to USAB, excluding from the Certificate of Incorporation or bylaws of Seller. foregoing clauses (bii) Except for as would not individuallyand (iii) such defaults, or rights and violations which, in the aggregate, be are not reasonably likely expected to have a Seller Material Adverse Effectmaterial adverse effect on USAB’s ability to perform its obligations under this Agreement or to consummate the APA. Except for the consents required under the APA Filing, the USAB Requisite Vote (including applicable securities laws), as set forth on USAB’s Due Diligence Schedules, and the applicable requirements of the HSR Act, no consents Governmental Approval or approvals ofconsent, approval, authorization or action by, notice to, or filings or registrations by Seller with, any Governmental Authority or filing with any other Person not a Party are necessary is required in connection with the execution, delivery and performance of this Agreement, the Related Agreements other documents and instruments to be executed and delivered by USAB pursuant hereto or the other instruments, agreements, certificates and documents contemplated hereby or thereby by Seller and the consummation by Seller USAB of the transactions contemplated hereby and or thereby, except where the failure to obtain such Governmental Approvals or other consents, approvals, authorizations or actions, to give such notices or to make such filings is not reasonably expected to have a material adverse effect on the ability of USAB to perform its obligations under this Agreement or to consummate the APA. (c) Seller has not breached any provision of, nor is it in default under the terms of, any Contract to which it is a party or under which it has any rights or by which it is bound which primarily relates to the Business or the Acquired Assets, which breach or default would give the other party to such Contract the right to cancel or terminate such contract or accelerate performance of Seller’s obligations thereunder, and to Seller’s Knowledge, no other party to any such Contract has breached such Contract or is in default thereunder in any material respect.

No Violation; Consents. (a) Except as set forth on Schedule 3.3(a)Section 5.3(a) of the Seller’s Disclosure Schedule, and subject to obtaining the Seller Approvals set forth on Section 5.3(b) of the Seller’s Disclosure Schedule, the execution, execution and delivery and performance by the Seller of this Agreement, Agreement and the Related Agreements or any other instruments, agreements, certificates and documents consummation by the Seller of the transactions contemplated hereby or thereby do not and will not not: (i) violate violate, contravene, conflict with or result in the breach of any Order applicable to Seller, any provision of the Acquired AssetsGoverning Documents of, or resolutions of the Business; boards of directors of, the Seller or the Project Company, (ii) violate any Law; (iii) violate or violate, contravene, conflict with, result in a the breach ofof or give rise to any right to revoke, constitute a default withdraw, suspend, modify or terminate any Approval or Consent to which the Seller or the Project Company or any Asset is bound or subject, (or an event whichiii) violate, contravene, conflict with or without notice or lapse of time or both, would constitute a default) under, permit cancellation of, or result in the breach of any Applicable Law, (iv) except for Permitted Encumbrances, result in the imposition or creation of any Lien Encumbrance upon the Membership Interest or (v) permit any of Person the Acquired Assets right to declare a default or exercise any remedy under, to accelerate the maturity, performance or payment of or to cancel, terminate or modify any Contract to which Seller is a party note, bond, mortgage, indenture, license or by which Seller or any of the Acquired Assets are bound; agreement. Clauses (ii), (iii), (iv) permit the acceleration of the maturity of any Indebtedness of Seller related to the Business or Indebtedness secured by the Acquired Assets; or and (v) violate shall not apply to any conflict, violation, breach, default, requirement for Consents, rights of acceleration, cancellation, termination or conflict with any provision of Encumbrance that would not reasonably be expected to have, individually or in the Certificate of Incorporation aggregate, a Seller Material Adverse Effect or bylaws of Sellera Project Company Material Adverse Effect. (b) Except for as such Seller Approvals set forth on Section 5.3(b) of the Seller’s Disclosure Schedule, no Approval or Consent issued by, or declaration or filing with, or notification to, or waiver from any Person, is required on the part of the Seller in connection with the execution and delivery of this Agreement, or the performance by the Seller of any provision contained in this Agreement, except for any such requirements the failure of which to obtain or make would not individuallyreasonably be expected to have, individually or in the aggregate, be reasonably likely to have a Seller Material Adverse Effect or a Project Company Material Adverse Effect, no consents or approvals of, or filings or registrations by Seller with, any Governmental Authority or any other Person not a Party are necessary in connection with the execution, delivery and performance of this Agreement, the Related Agreements or the other instruments, agreements, certificates and documents contemplated hereby or thereby by Seller and the consummation by Seller of the transactions contemplated hereby and thereby. (c) Seller has not breached any provision of, nor is it in default under the terms of, any Contract to which it is a party or under which it has any rights or by which it is bound which primarily relates to the Business or the Acquired Assets, which breach or default would give the other party to such Contract the right to cancel or terminate such contract or accelerate performance of Seller’s obligations thereunder, and to Seller’s Knowledge, no other party to any such Contract has breached such Contract or is in default thereunder in any material respect.

No Violation; Consents. (a) Except as set forth on Schedule 3.3(a)in Section 4.5(a) of the Company Disclosure Schedule, the execution, execution and the delivery and performance by Seller of this AgreementMerger Agreement by the Company does not, and the Related Agreements execution and delivery of the other Transaction Documents to which it is, or any is specified to be, a party, will not, and the consummation of the transactions contemplated by this Merger Agreement and the other instrumentsTransaction Documents to which it is, agreementsor is specified to be, certificates a party, and documents contemplated hereby compliance with the provisions of this Merger Agreement and the other Transaction Documents to which it is, or thereby do not and is specified to be, a party, will not (either alone or in conjunction with any other transaction contemplated by this Merger Agreement and the other Transaction Documents) (i) violate (assuming compliance with the matters referred to in Section 4.5(b) below) materially violate, materially conflict with or require any Order notice, filing, consent, waiver or approval under any Law or material Permit applicable to Seller, any of the Acquired Assets, Company or its Subsidiaries or the Business; , (ii) violate any Law; provision of the certificate of incorporation or by-laws, as amended, of the Company or any of its Subsidiaries, or (iii) violate or materially violate, materially conflict with, result in a material breach ofof any provision of or the loss of any material benefit under, constitute a material default (or an event which, with or without notice or lapse of time time, or both, would constitute a material default) under, permit result in the termination of or a right of termination or cancellation ofunder, accelerate or result in a right of acceleration of the performance required by, result in the creation of any material liability or obligation of the Company or any of its Subsidiaries (other than the obligations expressly contemplated by this Merger Agreement and the other Transaction Documents), result in the creation of any Lien upon the Company Stock or any Lien upon any material properties, Contracts or assets of the Acquired Assets Company (other than Permitted Liens) under, or require any notice, approval, waiver or consent under, any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement, Contract or other material instrument or obligation to which Seller the Company or any of its Subsidiaries is a party party, or by which Seller the Company or any of the Acquired Assets are bound; (iv) permit the acceleration its Subsidiaries or any of the maturity of any Indebtedness of Seller related to the Business their respective properties or Indebtedness secured by the Acquired Assets; assets may be bound or (v) violate or conflict with any provision of the Certificate of Incorporation or bylaws of Selleraffected. (b) Except for as would not individuallyNo filing or registration with, notification to, or in the aggregateauthorization, be reasonably likely to have a Seller Material Adverse Effect, no consents consent or approvals of, or filings or registrations by Seller with, approval of any Governmental Authority is required to be obtained or made by or with respect to the Company or any other Person not a Party are necessary of its Subsidiaries in connection with the execution, execution and delivery and performance of this AgreementMerger Agreement and the other Transaction Documents to which the Company is, or is specified to be, a party, by the Related Agreements Company or the other instrumentsperformance by the Company of its obligations hereunder and thereunder, agreementsexcept (i) as set forth in Section 4.5(b) of the Company Disclosure Schedule, certificates and (ii) the filing of appropriate merger documents contemplated hereby or thereby (including the Certificate of Merger) as required by Seller and the consummation by Seller DGCL, (iii) filings under Antitrust Laws, (iv) approval of the transactions contemplated hereby and thereby. (c) Seller has not breached any provision of, nor is it in default pursuant to this Merger Agreement under the terms of, any Contract to which it is a party or under which it has any rights or by which it is bound which primarily relates to the Business or the Acquired Assets, which breach or default would give the other party to such Contract the right to cancel or terminate such contract or accelerate performance of Seller’s obligations thereunderCommunications Laws, and (v) those that become applicable as a result of matters specifically related to Seller’s Knowledge, no other party to any such Contract has breached such Contract Parent or is in default thereunder in any material respectits Affiliates.

No Violation; Consents. (a) Except as set forth on Schedule 3.3(a), the The execution, delivery and performance by Seller Loral of this Agreement and the Amended and Restated Stockholders Agreement, compliance by Loral with the Related Agreements or any other instruments, agreements, certificates respective terms and documents provisions hereof and thereof and the consummation of the transactions contemplated hereby or and thereby do not and will not (i) violate will not contravene any Order applicable provision of any law, statute, rule, regulation, order, writ, injunction or decree of any court or governmental instrumentality to Sellerwhich Loral is bound except where such violation would not have a material adverse effect on its business, any of the Acquired Assetsoperations, prospects, properties or the Business; condition (financial or otherwise), (ii) violate any Law; (iii) violate will not conflict with or conflict with, result in a breach of, constitute a default (or an event which, with or without notice or lapse of time or both, would constitute a default) under, permit cancellation of, or result in the creation give rise to any right of any Lien upon any of the Acquired Assets termination or acceleration under, any Contract indenture, loan agreement, contract, lease or other agreement, to which Seller Loral is a party or by which Seller it or any of the Acquired Assets its property or assets are bound; bound or to which it may be subject, except where such conflict, default, termination or acceleration would not have a material adverse effect on its business, operations, prospects, properties or condition (ivfinancial or otherwise), and (iii) permit the acceleration of the maturity of any Indebtedness of Seller related to the Business or Indebtedness secured by the Acquired Assets; or (v) will not violate or conflict with any provision of the Certificate its certificate of Incorporation incorporation or bylaws of Seller. (b) by-laws. Except for as (A) registrations, filings and approvals under Federal or state securities laws or with any applicable national securities exchanges that will be required in connection with the performance of Article II of this Agreement, (B) filings required under the HSR Act and (C) consents, authorizations, orders, filings, or registrations the failure of which to obtain or make would not individually, or in the aggregate, be reasonably likely to have a Seller Material Adverse Effectmaterial adverse effect on the consummation of the transactions contemplated by this Agreement and the Amended and Restated Stockholders Agreement or the ability of Loral to perform its obligations hereunder and thereunder, no consents consent, authorization or approvals order of, or filings filing or registrations by Seller registration with, any Governmental Authority court or any other Person not a Party are necessary in connection with governmental agency is required for the execution, delivery and performance of this Agreement, the Related Agreements Agreement or the other instruments, agreements, certificates Amended and documents contemplated hereby or thereby by Seller and the consummation by Seller of the transactions contemplated hereby and therebyRestated Stockholders Agreement. (c) Seller has not breached any provision of, nor is it in default under the terms of, any Contract to which it is a party or under which it has any rights or by which it is bound which primarily relates to the Business or the Acquired Assets, which breach or default would give the other party to such Contract the right to cancel or terminate such contract or accelerate performance of Seller’s obligations thereunder, and to Seller’s Knowledge, no other party to any such Contract has breached such Contract or is in default thereunder in any material respect.

No Violation; Consents. (a) Except as set forth on Schedule 3.3(a), the The execution, delivery and performance by Seller IDT Parent of this Agreement and the Registration Rights Agreement, and the Related Agreements or any other instruments, agreements, certificates and documents consummation by IDT Parent of the transactions contemplated hereby or and thereby do not and will not contravene any Applicable Law, except for any such contravention that would not, individually or in the aggregate, reasonably be expected to (i) violate any Order applicable to Seller, any of the Acquired Assets, have a Material Adverse Effect or the Business; (ii) violate any Law; prevent or materially burden or materially impair the ability of IDT Parent to perform its obligations under this Agreement or the Registration Rights Agreement. The execution, delivery and performance by IDT Parent of this Agreement and the Registration Rights Agreement and the consummation of the transactions contemplated hereby and thereby (iiii) violate or conflict withwill not (A) violate, result in a breach of, of or constitute a default (or an event which, with or 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 is a default) under, permit cancellation ofparty or to which its assets are subject, or (B) result in the creation or imposition of any Lien upon any of the Acquired Assets underassets of IDT Parent, any Contract to which Seller is a party or by which Seller or any of the Acquired Assets are bound; and (ivii) permit the acceleration of the maturity of any Indebtedness of Seller related to the Business or Indebtedness secured by the Acquired Assets; or (v) violate or will not conflict with or violate any provision of the Certificate of Incorporation or bylaws Bylaws of SellerIDT Parent, as in effect on the Closing Date. (b) Except for as (i) the IDT Board Approval, (ii) filings with the NYSE to list the Consideration Shares, and (iii) filings and approvals contemplated by the terms of the Registration Rights Agreement, no consent, authorization or order of, or filing or registration with, any Governmental Entity or other person is required to be obtained or made by IDT Parent for the execution and delivery of this Agreement and the Registration Rights Agreement or the consummation by IDT Parent of the transactions contemplated hereby or thereby, except where the failure to obtain such consents, authorizations or orders, or make such filings or registrations, would not individuallynot, individually or in the aggregate, reasonably be reasonably likely expected to have a Seller Material Adverse Effect, no consents Effect or approvals of, prevent or filings materially burden or registrations by Seller with, any Governmental Authority materially impair the ability of IDT Parent to perform its obligations hereunder or any other Person not a Party are necessary in connection with the execution, delivery and performance of this Agreement, the Related Agreements or the other instruments, agreements, certificates and documents contemplated hereby or thereby by Seller and the consummation by Seller of the transactions contemplated hereby and therebythereunder. (c) Seller has not breached any provision of, nor is it in default under the terms of, any Contract to which it is a party or under which it has any rights or by which it is bound which primarily relates to the Business or the Acquired Assets, which breach or default would give the other party to such Contract the right to cancel or terminate such contract or accelerate performance of Seller’s obligations thereunder, and to Seller’s Knowledge, no other party to any such Contract has breached such Contract or is in default thereunder in any material respect.

No Violation; Consents. (a) The execution, delivery and performance by the Company of each of the Equity Documents and the consummation by the Company of the Issuance do not and will not contravene any Applicable Law. Except as set forth on Schedule 3.3(a)3.4 of the Company Disclosure Schedule, the execution, delivery and performance by Seller the Company of this Agreement, each of the Related Agreements or any other instruments, agreements, certificates Equity Documents and documents contemplated hereby or thereby do not and the consummation of the Issuance (i) will not (iA) violate any Order applicable to Seller, any of the Acquired Assets, or the Business; (ii) violate any Law; (iii) violate or conflict withviolate, result in a breach of, of or constitute a default (or an event which, with or 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 the Company, Infocrossing or any other Subsidiary is a default) underparty or by which the Company, permit cancellation ofInfocrossing or any other such Subsidiary is bound or to which any of its assets is subject, or (B) result in the creation or imposition of any Lien upon any of the Acquired Assets underassets of the Company, any Contract to which Seller is a party or by which Seller Infocrossing or any other Subsidiary, except for any such violations, breaches, defaults or Liens that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or have a material adverse effect on the ability of the Acquired Assets are bound; Company to perform its obligations under the Equity Documents and (ivii) permit the acceleration of the maturity of any Indebtedness of Seller related to the Business or Indebtedness secured by the Acquired Assets; or (v) violate or will not conflict with or violate any provision of the Certificate certificate of Incorporation incorporation or bylaws by-laws or other governing documents of Sellerthe Company, Infocrossing or the other Subsidiaries. (b) Except for as would not individually(i) the filings by the Company, if any, required by the HSR Act, (ii) applicable filings, if any, required by applicable federal and state securities laws and (iii) filing of the Certificate of Designation with the Secretary of State of the State of Delaware, in each case, which shall be made (to the extent required) on or in prior to the aggregate, be reasonably likely to have a Seller Material Adverse EffectClosing Date, no consents consent, authorization or approvals order of, or filings filing or registrations by Seller registration with, any Governmental Authority or any other Person not a Party are necessary in connection with is required to be obtained or made by the Company for the execution, delivery and performance of this Agreement, the Related Agreements Agreement or the other instruments, agreements, certificates and documents contemplated hereby or thereby by Seller and the consummation by Seller the Company of the transactions contemplated hereby Issuance, or for the execution, delivery and thereby. (c) Seller has not breached any provision ofperformance by the Company of the Equity Documents, nor is it except where the failure to obtain such consents, authorizations or orders, or make such filings or registrations, would not, individually or in default the aggregate, reasonably be expected to have a Material Adverse Effect or a material adverse effect on the ability of the Company to perform its obligations under the terms of, any Contract to which it is a party or under which it has any rights or by which it is bound which primarily relates to the Business or the Acquired Assets, which breach or default would give the other party to such Contract the right to cancel or terminate such contract or accelerate performance of Seller’s obligations thereunder, and to Seller’s Knowledge, no other party to any such Contract has breached such Contract or is in default thereunder in any material respectEquity Documents.

No Violation; Consents. (a) Except as set forth on Schedule 3.3(aSubject to the governmental filings and other matters referred to in Section 4.04(b), the execution, delivery and performance by Seller the Purchaser of each of the this Agreement, Agreement and the Related Agreements or any other instruments, agreements, certificates Purchaser Transaction Documents and documents contemplated hereby or thereby the consummation by the Purchaser of the Transactions do not and will not contravene any Applicable Law, except for any such contravention that would not have and would not reasonably be expected to have a material adverse effect on the ability of the Purchaser to timely perform its obligations under this Agreement and the Purchaser Transaction Documents. The execution, delivery and performance by the Purchaser of this Agreement and the Purchaser Transaction Documents and the consummation of the Transactions (i) violate any Order applicable to Seller, any of the Acquired Assets, or the Business; will not (iiA) violate any Law; (iii) violate or conflict withviolate, result in a breach of, of or constitute a default (or an event which, with or without due notice or lapse of time or both) a default (or give rise to any right of termination, would constitute a defaultcancellation or acceleration) under, permit cancellation of, under any Contract to which the Purchaser is party or by which the Purchaser is bound or to which any of its assets is subject or (B) result in the creation or imposition of any Lien upon any of the Acquired Assets under, any Contract to which Seller is a party or by which Seller or any assets of the Acquired Assets are bound; (iv) permit Purchaser, except for any such violations, breaches, defaults or Liens that would not have or would not reasonably be expected to have a material adverse effect on the acceleration ability of the maturity of any Indebtedness of Seller related Purchaser to the Business or Indebtedness secured by the Acquired Assets; or timely perform its obligations under this Agreement and (vii) violate or will not conflict with or violate any provision of the Certificate certificate of Incorporation formation or bylaws operating agreement (or similar agreement) or other governing documents of Sellerthe Purchaser. (b) Except for as would not individuallyNo consent, authorization or in the aggregate, be reasonably likely to have a Seller Material Adverse Effect, no consents or approvals order of, or filings filing or registrations by Seller registration with, any Governmental Authority or any other Person not a Party are necessary in connection with is required to be obtained or made by the Purchaser for the execution, delivery and performance of any of this Agreement, Agreement and the Related Agreements Purchaser Transaction Documents or the other instrumentsconsummation of any of the Transactions, agreementsexcept where the failure to obtain such consents, certificates and documents contemplated hereby authorizations or thereby by Seller orders, or make such filings or registrations, would not have or would not reasonably be expected to have a material adverse effect on the ability of the Purchaser to timely perform its obligations under this Agreement and the consummation by Seller of the transactions contemplated hereby and therebyPurchaser Transaction Documents. (c) Seller has not breached any provision of, nor is it in default under the terms of, any Contract to which it is a party or under which it has any rights or by which it is bound which primarily relates to the Business or the Acquired Assets, which breach or default would give the other party to such Contract the right to cancel or terminate such contract or accelerate performance of Seller’s obligations thereunder, and to Seller’s Knowledge, no other party to any such Contract has breached such Contract or is in default thereunder in any material respect.

No Violation; Consents. (a) Neither the execution and delivery by Parent and MergerCo of this Amendment or the Loan Agreement Amendment, nor the performance by Parent and MergerCo of their respective obligations hereunder or under the Merger Agreement in accordance with the terms hereof or thereof, will conflict with or result in a breach of any provisions of the Parent Certificate or the Parent Bylaws. Except as set forth on in Section 5.4 of the Parent Disclosure Schedule 3.3(a)attached to the Original Merger Agreement or as would not have a Parent Material Adverse Effect or prevent or materially delay the Closing or the performance of this Agreement by the Parent and MergerCo, the executionexecution and delivery by the Parent and MergerCo of this Amendment and the Loan Agreement Amendment, delivery and the performance by Seller Parent and MergerCo of this Agreement, their obligations hereunder and the Related Agreements or any other instruments, agreements, certificates consummation by Parent and documents contemplated hereby or thereby do not and MergerCo of the Transactions in accordance with the terms of the Merger Agreement will not (i) violate any Order applicable to Sellerviolate, any of the Acquired Assets, or the Business; (ii) violate any Law; (iii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with or without notice or lapse of time or both, would constitute a default) under, permit 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 upon any of the Acquired Assets properties of Parent under, or result in being declared void, voidable or without further binding effect, any Contract of the terms, conditions or provisions of (a) any note, bond, mortgage, indenture or deed of trust existing on the date hereof or (b) any license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which Seller Parent is a party party, or by which Seller Parent or any of its properties is bound, existing on the Acquired Assets are bound; (iv) permit date hereof. Other than the acceleration Regulatory Filings, and based upon the accuracy of the maturity of any Indebtedness of Seller related to the Business or Indebtedness secured by the Acquired Assets; or (v) violate or conflict with any provision Company’s representation and warranty contained in Section 4.27 of the Certificate Original Merger Agreement, the execution and delivery of Incorporation this Amendment by Parent and MergerCo, the performance of the Merger Agreement by Parent and MergerCo and the consummation of the Transactions do not, require any consent, approval or bylaws of Seller. (b) Except for as would not individuallyauthorization of, or declaration, filing or registration with, any governmental or regulatory authority, except where the failure to obtain one or more consents, approvals or authorizations of, or declarations, filings or registrations with, any governmental or regulatory authorities, individually or in the aggregate, would not be reasonably likely expected either to have a Seller Parent Material Adverse Effect, no consents Effect or approvals of, to prevent or filings delay the Closing or registrations by Seller with, any Governmental Authority or any other Person not a Party are necessary in connection with the execution, delivery and performance of this Agreement, the Related Agreements or the other instruments, agreements, certificates and documents contemplated hereby or thereby Merger Agreement by Seller and the consummation by Seller of the transactions contemplated hereby and therebyParent. (c) Seller has not breached any provision of, nor is it in default under the terms of, any Contract to which it is a party or under which it has any rights or by which it is bound which primarily relates to the Business or the Acquired Assets, which breach or default would give the other party to such Contract the right to cancel or terminate such contract or accelerate performance of Seller’s obligations thereunder, and to Seller’s Knowledge, no other party to any such Contract has breached such Contract or is in default thereunder in any material respect.

No Violation; Consents. (a) Except as set forth on Schedule 3.3(aSCHEDULE 5.3(A), the execution, execution and delivery and performance by Seller Purchaser of this Agreement, Agreement and the Related Agreements or any other instruments, agreements, certificates Transaction Documents to which Purchaser is a party and documents the consummation of the transactions contemplated hereby or and thereby do not and will not (i) violate any Order applicable to Seller, any provision of the Acquired Assetsbylaws, certificate of incorporation or the Business; other similar organizational documents of Purchaser, (ii) violate any Law; (iii) violate or conflict with, require the consent of a third party under, violate, result in a the breach of, constitute a default (or an event which, with or without notice or lapse of time or both, would constitute a default) under, permit or give rise to any right of acceleration, cancellation of, or result in the creation termination of any Lien upon material right or obligation of Purchaser under any of the Acquired Assets under, any Contract material agreement or other instrument to which Seller Purchaser is a party or by which Seller Purchaser or any of the Acquired Assets its properties or assets are bound; , (iii) violate any Order of any Governmental Authority to which Purchaser is bound or subject or (iv) permit violate any Applicable Law, other than, in the acceleration case of clauses (ii) through (iv), any conflict, violation, breach, default, requirement for consents, rights of acceleration, cancellation, termination or Lien that would not reasonably be expected to have, individually or in the maturity of any Indebtedness of Seller related to the Business or Indebtedness secured by the Acquired Assets; or (v) violate or conflict with any provision of the Certificate of Incorporation or bylaws of Selleraggregate, a Purchaser Material Adverse Effect. (b) Except as set forth on SCHEDULE 5.3(B) and except for (i) filings as may be required under the HSR Act and (ii) such filings with, and orders of, the FCC as may be required under the Communications Act, no Order or Permit issued by, or declaration or filing with, or notification to, or waiver from or consent from, any Governmental Authority is required on the part of Purchaser in connection with the execution and delivery of this Agreement, or the compliance or performance by Purchaser with any of the provisions contained in this Agreement or the consummation of the transactions contemplated hereby, except for any such requirements, the failure of which to be obtained or made would not individuallyreasonably be expected to have, individually or in the aggregate, be reasonably likely to have a Seller Purchaser Material Adverse Effect, no consents or approvals of, or filings or registrations by Seller with, any Governmental Authority or any other Person not a Party are necessary in connection with the execution, delivery and performance of this Agreement, the Related Agreements or the other instruments, agreements, certificates and documents contemplated hereby or thereby by Seller and the consummation by Seller of the transactions contemplated hereby and thereby. (c) Seller has not breached any provision of, nor is it in default under the terms of, any Contract to which it is a party or under which it has any rights or by which it is bound which primarily relates to the Business or the Acquired Assets, which breach or default would give the other party to such Contract the right to cancel or terminate such contract or accelerate performance of Seller’s obligations thereunder, and to Seller’s Knowledge, no other party to any such Contract has breached such Contract or is in default thereunder in any material respect.

No Violation; Consents. (a) Except as set forth on Schedule 3.3(a), the The execution, delivery and performance by Seller the Issuer of this Agreement and the Amended and Restated Stockholders Agreement, compliance by the Related Agreements or any other instruments, agreements, certificates Issuer with the respective terms and documents provisions hereof and thereof and the consummation of the transactions contemplated hereby or and thereby do not and will not (i) violate will not contravene any Order applicable provision of any law, statute, rule, regulation, order, writ, injunction or decree of any court or governmental instrumentality to Sellerwhich the Issuer is bound except where such violation would not have a material adverse effect on the business, any operations, prospects, properties or condition (financial or otherwise) of the Acquired AssetsIssuer and its Subsidiaries taken as a whole, or the Business; (ii) violate any Law; (iii) violate except as disclosed on Schedule 3.5, will not conflict with or conflict with, result in a breach of, constitute a default (or an event which, with or without notice or lapse of time or both, would constitute a default) under, permit cancellation of, or result in the creation give rise to any right of any Lien upon any of the Acquired Assets termination or acceleration under, any Contract indenture, loan agreement, contract, lease or other agreement, to which Seller the Issuer or any Subsidiary is a party or by which Seller they or any of their property or assets are bound or to which they may be subject, except where such conflict, default, termination or acceleration would not have a material adverse effect on the Acquired Assets are bound; business, operations, prospects, properties or condition (ivfinancial or otherwise) permit the acceleration of the maturity of any Indebtedness of Seller related Issuer and its Subsidiaries, taken as a whole, and except for the amendment to the Business or Indebtedness secured by Stockholders Agreement to be reflected in the Acquired Assets; or Amended and Restated Stockholders Agreement, and (viii) will not violate or conflict with any provision of the Certificate certificate of Incorporation incorporation or bylaws by-laws of Seller. (b) the Issuer or any of its Subsidiaries. Except for as (A) registrations, filings and approvals under Federal or state securities laws or with any applicable national securities exchanges that will be required in connection with the performance of Article II of this Agreement, (B) filings required under the HSR Act and (C) consents, authorizations, orders, filings, or registrations the failure of which to obtain or make would not individually, or in the aggregate, be reasonably likely to have a Seller Material Adverse Effectmaterial adverse effect on the consummation of the transactions contemplated by this Agreement and the Amended and Restated Stockholders Agreement or the ability of the Issuer to perform its obligations hereunder and thereunder, no consents consent, authorization or approvals order of, or filings filing or registrations by Seller registration with, any Governmental Authority court or any other Person not a Party are necessary in connection with governmental agency is required for the execution, delivery and performance of this Agreement, the Related Agreements Agreement or the other instruments, agreements, certificates Amended and documents contemplated hereby or thereby by Seller and the consummation by Seller of the transactions contemplated hereby and therebyRestated Stockholders Agreement. (c) Seller has not breached any provision of, nor is it in default under the terms of, any Contract to which it is a party or under which it has any rights or by which it is bound which primarily relates to the Business or the Acquired Assets, which breach or default would give the other party to such Contract the right to cancel or terminate such contract or accelerate performance of Seller’s obligations thereunder, and to Seller’s Knowledge, no other party to any such Contract has breached such Contract or is in default thereunder in any material respect.

No Violation; Consents. (a) Except as set forth on Schedule 3.3(a)in Section 5.4(a) of the Parent Disclosure Schedule, the execution, execution and the delivery and performance by Seller of this AgreementMerger Agreement by each of Parent and Merger Sub does not, and the Related Agreements execution and delivery of the other Transaction Documents to which it is, or any is specified to be, a party, will not, and the consummation of the transactions contemplated by this Merger Agreement and the other instrumentsTransaction Documents to which it is, agreementsor is specified to be, certificates a party, and documents contemplated hereby compliance with the provisions of this Merger Agreement and the other Transaction Documents to which it is, or thereby do not and is specified to be, a party, will not (either alone or in conjunction with any other transaction contemplated by this Merger Agreement and the other Transaction Documents) (i) violate (assuming compliance with the matters referred to in Section 5.4(b) below) materially violate, materially conflict with or require any Order notice, filing, consent, waiver or approval under any Law or material Permit applicable to SellerParent or Merger Sub or their respective businesses, any of the Acquired Assets, or the Business; (ii) violate any Law; provision of Parent’s or Merger Sub’s certificate of incorporation or by-laws, as amended, or (iii) violate or materially violate, materially conflict with, result in a material breach ofof any provision of or the loss of any material benefit under, constitute a material default (or an event which, with or without notice or lapse of time time, or both, would constitute a material default) under, permit result in the termination of or a right of termination or cancellation ofunder, accelerate or result in a right of acceleration of the performance required by, result in the creation of any material liability or obligation of Parent or any of its Subsidiaries (other than the obligations expressly contemplated by this Merger Agreement and the other Transaction Documents), result in the creation of any Lien upon the capital stock or any material properties, Contracts or assets of the Acquired Assets Parent under, or require any notice, approval, waiver or consent under, any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement, Contract or other material instrument or obligation to which Seller Parent is a party party, or by which Seller Parent or any of the Acquired Assets are bound; (iv) permit the acceleration of the maturity of any Indebtedness of Seller related to the Business its properties or Indebtedness secured by the Acquired Assets; assets may be bound or (v) violate or conflict with any provision of the Certificate of Incorporation or bylaws of Selleraffected. (b) Except for as would not individuallyNo filing or registration with, notification to, or in the aggregateauthorization, be reasonably likely to have a Seller Material Adverse Effect, no consents consent or approvals of, or filings or registrations by Seller with, approval of any Governmental Authority is required to be obtained or any other Person not a Party are necessary made by or with respect to Parent or Merger Sub in connection with the execution, execution and delivery and performance of this AgreementMerger Agreement and the other Transaction Documents to which Parent or Merger Sub is, the Related Agreements or is specified to be, a party, by Parent and Merger Sub or the other instrumentsperformance by Parent and Merger Sub of their respective obligations hereunder or thereunder, agreementsexcept (i) as set forth in Section 5.4(b) of the Parent Disclosure Schedule, certificates and (ii) the filing of appropriate merger documents contemplated hereby or thereby (including the Certificate of Merger) as required by Seller and the consummation by Seller DGCL, (iii) filings under Antitrust Laws, (iv) approval of the transactions contemplated hereby pursuant to this Merger Agreement and thereby. (c) Seller has not breached any provision of, nor is it in default the other Transaction Documents under the terms ofCommunications Laws, any Contract to which it is and (v) those that become applicable as a party or under which it has any rights or by which it is bound which primarily relates result of matters specifically related to the Business Company or the Acquired Assets, which breach or default would give the other party to such Contract the right to cancel or terminate such contract or accelerate performance of Seller’s obligations thereunder, and to Seller’s Knowledge, no other party to any such Contract has breached such Contract or is in default thereunder in any material respectits Subsidiaries.

No Violation; Consents. (a) Except as set forth on Schedule 3.3(a), the execution, delivery and performance by Seller of this Agreement, the Related Agreements or any other instruments, agreements, certificates and documents contemplated hereby or thereby do not and will not (i) violate any Order applicable to Seller, any of the Acquired Assets, or the Business; (ii) violate any Law; (iii) violate or conflict with, result in a breach of, constitute a default (or an event which, with or without notice or lapse of time or both, would constitute a default) under, permit cancellation of, or result in the creation of any Lien upon any of the Acquired Assets under, any Contract to which Seller is a party or by which Seller or any of the Acquired Assets are bound; (iv) permit the acceleration of the maturity of any Indebtedness of Seller related to the Business or Indebtedness secured by the Acquired Assets; or (v) violate or conflict with any provision of the Certificate Articles of Incorporation or bylaws of Seller. (b) Except for as would not individually, or in the aggregate, be reasonably likely to have a Seller Material Adverse Effect, no No consents or approvals of, or filings or registrations by Seller with, any Governmental Authority or any other Person not a Party are necessary in connection with the execution, delivery and performance of this Agreement, the Related Agreements or the other instruments, agreements, certificates and documents contemplated hereby or thereby by Seller and the consummation by Seller of the transactions contemplated hereby and thereby. (c) Seller has not breached any provision of, nor is it in default under the terms of, any Contract to which it is a party or under which it has any rights or by which it is bound which primarily relates to the Business or the Acquired Assets, which breach or default would give the other party to such Contract the right to cancel or terminate such contract or accelerate performance of Seller’s obligations thereunder, and to Seller’s Knowledge, no other party to any such Contract has breached such Contract or is in default thereunder in any material respect.

No Violation; Consents. (a) Except as set forth on Schedule 3.3(a), Neither the execution, execution and delivery by Parent and performance by Seller Purchaser of this Agreement, the Related Agreements Option Agreement, the Transaction Support Agreement or any other instrumentsof the Ancillary Documents to which it is a party, agreements, certificates and documents nor the consummation by them of the transactions contemplated hereby or thereby do not and will not thereby, will: (ia) violate any Order applicable to Sellerviolate, any conflict with or result in a breach of the Acquired Assets, respective Certificates of Incorporation or the BusinessBylaws (or equivalent organizational documents) of Parent or Purchaser; (iib) violate any Law; (iii) violate violate, conflict with or conflict with, result in a breach of, constitute a default (or an event which, with or without due notice or lapse of time or both, would constitute ) a default) default under, permit cancellation result in the termination or in a right of termination of, accelerate the performance required by or benefit obtainable under, result in the triggering of any payment or other obligations pursuant to, result in the creation of any Lien upon any of the Acquired Assets properties of Parent or Purchaser under, or result in there being declared void, voidable, or without further binding effect, any of the terms, conditions or provisions of any Contract to which Seller Parent or Purchaser is a party party, or by which Seller Parent or Purchaser, or any of the Acquired Assets are bound; (iv) permit the acceleration their respective properties or assets is subject, except for any of the maturity of any Indebtedness of Seller related to the Business or Indebtedness secured by the Acquired Assets; or (v) violate or conflict with any provision of the Certificate of Incorporation or bylaws of Seller. (b) Except for as would not individuallyforegoing matters which, individually or in the aggregate, has not had and would not reasonably be reasonably likely expected to have a Seller Parent Material Adverse Effect; (c) provided that the authorizations, no consents filings and registrations described in clause (d) of this Section 4.5 have been obtained and made, violate any Laws applicable to Parent or approvals Purchaser or any of their respective properties or assets, except for any such violations which, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect; or (d) require any consent, approval or authorization of, or filings filing or registrations by Seller registration with, any Governmental Authority or any other Person not a Party are necessary in connection with Entity, except (i) for (A) applicable requirements of the execution, delivery and performance of this Agreement, the Related Agreements or the other instruments, agreements, certificates and documents contemplated hereby or thereby by Seller Securities Act and the Exchange Act, (B) the applicable pre-merger notification requirements of the HSR Act, any required filings with or approvals under the EC Merger Regulation and the Australian Approval, (C) such other required filings with or approvals of foreign Governmental Entities, including foreign investment, exchange control, telecommunications and competition Law authorities, (D) the applicable requirements of the FCC Act, and (E) the filing of a Certificate of Merger pursuant to the DGCL, or (ii) where the failure to obtain any such consent, approval or authorization, or to make any such filing or registration would not, individually or in the aggregate, have or reasonably be expected to have a Parent Material Adverse Effect and would not prevent or materially delay consummation by Seller of the transactions contemplated hereby and therebyhereby. (c) Seller has not breached any provision of, nor is it in default under the terms of, any Contract to which it is a party or under which it has any rights or by which it is bound which primarily relates to the Business or the Acquired Assets, which breach or default would give the other party to such Contract the right to cancel or terminate such contract or accelerate performance of Seller’s obligations thereunder, and to Seller’s Knowledge, no other party to any such Contract has breached such Contract or is in default thereunder in any material respect.

No Violation; Consents. (a) Except as set forth on Schedule 3.3(a)2.3, neither the execution and delivery of this Agreement or the other Documents, the execution, delivery and performance by Seller consummation of this Agreement, the Related Agreements or any other instruments, agreements, certificates and documents transactions contemplated hereby or thereby do not thereby, nor the performance of this Agreement or the other Documents and such other agreements in compliance with the terms and conditions hereof and thereof by the Seller will not (i) violate violate, conflict with or result in any Order breach of any trust agreement, Articles of Incorporation, Bylaws, judgment, decree, order, statute or regulation applicable to the Seller, (ii) violate, conflict with or result in a breach, default or termination or give rise to any right of termination, cancellation or acceleration of the maturity of any payment date of any of the Acquired Assetsobligations of the Seller or increase or otherwise affect the obligations of the Seller under any law, rule, regulation or any judgment, decree, order, governmental permit, license or order or any of the Business; terms, conditions or provisions of any mortgage, indenture, note, license, agreement or other instrument or obligation related to the Seller or to the Seller's ability to consummate the transactions contemplated hereby or thereby, except for such defaults (iior rights of termination, cancellation or acceleration) violate any Law; as to which requisite waivers or consents have been obtained in writing and provided to the Buyer, (iii) violate any order, writ, injunction, decree, statute, rule or conflict withregulation applicable to the Seller, result in a breach of, constitute a default (or an event which, with or without notice or lapse of time or both, would constitute a defaultiv) under, permit cancellation of, or result in the creation of any Lien Claims upon any of the Acquired Assets underTransferred Assets, any Contract to which Seller is a party or by which Seller or any of the Acquired Assets are bound; (iv) permit the acceleration of the maturity of any Indebtedness of Seller related to the Business or Indebtedness secured by the Acquired Assets; or (v) violate require the consent, waiver, authorization or conflict with approval of any provision of the Certificate of Incorporation federal, state or bylaws of Seller. (b) Except for as would not individuallylocal government or governmental department, agency, board, commission, bureau or instrumentality, or in the aggregate, be reasonably likely to have a Seller Material Adverse Effect, no consents public or approvals of, self-regulatory body or filings authority or registrations by Seller with, any Governmental Authority or of any other Person not a Party are necessary Person, entity or organization. The Seller will give any required notices to third parties, and the Seller and the Stockholders will each use their best efforts to obtain any third party consents that Buyer may request in connection with the execution, delivery and performance of matters pertaining to the Seller or Stockholders disclosed or required to be disclosed by this Agreement, the Related Agreements or the other instruments, agreements, certificates and documents contemplated hereby or thereby by Seller and the consummation by Seller of the transactions contemplated hereby and thereby. (c) Seller has not breached any provision of, nor is it in default under the terms of, any Contract to which it is a party or under which it has any rights or by which it is bound which primarily relates to the Business or the Acquired Assets, which breach or default would give the other party to such Contract the right to cancel or terminate such contract or accelerate performance of Seller’s obligations thereunder, and to Seller’s Knowledge, no other party to any such Contract has breached such Contract or is in default thereunder in any material respect.

No Violation; Consents. (a) Except as set forth Subject to receiving the consents or waivers referred to on Schedule 3.3(a4.3(a) and the consents referred to in Section 4.3(b), the execution, execution and delivery and performance by Seller of this Agreement, Agreement and the Related Agreements or any other instruments, agreements, certificates and documents consummation of the transactions contemplated hereby or thereby do not and will not (i) violate any Order applicable to Seller, any provision of the Acquired Assetsarticles of incorporation or bylaws of Seller or any Transfer Group Company, or the Business; (ii) violate any Law; (iii) violate or conflict with, require the consent of a third party under, violate, result in a the breach of, constitute a default (or an event which, with or without notice or lapse of time or both, would constitute a default) under, permit or give rise to any right of acceleration, cancellation of, or result in the creation termination of any Lien upon right or obligation of Seller or any of the Acquired Assets under, Transfer Group Company under any Contract agreement or other instrument to which Seller or any Transfer Group Company is a party or by which Seller or any Transfer Group Company or any of their respective properties or assets are bound, (iii) subject to the entry of the Acquired Assets are bound; Approval Order, and, with respect to Seller's obligations under Section 3.4 and Section 3.6, the entry of the Bidding Procedures Order, violate any Order of any Governmental Authority to which Seller or any Transfer Group Company is bound or subject, (iv) permit subject to the acceleration entry of the maturity Approval Order, and, with respect to Seller's obligations under Section 3.4 and Section 3.6, the entry of the Bidding Procedures Order, violate any Indebtedness of Seller related to the Business or Indebtedness secured by the Acquired Assets; Applicable Law or (v) violate except as provided for herein, result in the imposition or conflict with creation of any provision Lien upon the Shares other than, in the case of clauses (ii) through (iv), any conflict, violation, breach, default, requirement for consents, rights of acceleration, cancellation, termination or Lien that would not reasonably be expected to have, individually or in the Certificate of Incorporation aggregate, a Seller Material Adverse Effect or bylaws of SellerTransfer Xxxxx Xxxxxxxx Adverse Effect. (b) Except for (i) filings as may be required under the HSR Act, (ii) the entry of the Approval Order, (iii) with respect to Seller's obligations under Section 3.4 and Section 3.6, the entry of the Bidding Procedures Order and (iv) the Seller Required Government Approvals, no Government Approvals are required on the part of Seller or any Transfer Group Company in connection with the execution and delivery by Seller of this Agreement, or the compliance or performance by Seller with any provision contained in this Agreement, the failure of which to be obtained or made would not individuallyreasonably be expected to have, individually or in the aggregate, be reasonably likely to have a Seller Material Adverse Effect or a Transfer Xxxxx Xxxxxxxx Adverse Effect, no consents or approvals of, or filings or registrations by Seller with, any Governmental Authority or any other Person not a Party are necessary in connection with the execution, delivery and performance of this Agreement, the Related Agreements or the other instruments, agreements, certificates and documents contemplated hereby or thereby by Seller and the consummation by Seller of the transactions contemplated hereby and thereby. (c) Seller has not breached any provision of, nor is it in default under the terms of, any Contract to which it is a party or under which it has any rights or by which it is bound which primarily relates to the Business or the Acquired Assets, which breach or default would give the other party to such Contract the right to cancel or terminate such contract or accelerate performance of Seller’s obligations thereunder, and to Seller’s Knowledge, no other party to any such Contract has breached such Contract or is in default thereunder in any material respect.

No Violation; Consents. (a) Except as set forth on Schedule 3.3(a)The authorization, the execution, execution and delivery and performance by Seller of this Agreement, Agreement or the Related Agreements or any other instruments, agreements, certificates and documents contemplated hereby or thereby do Transaction Documents by the Buyer does not and will not not, and the performance by the Buyer of this Agreement and the other Transaction Documents to which it is party will not, with or without notice, lapse of time or both, (i) conflict with or violate any provision of the organizational documents of the Buyer, (ii) assuming that all consents, approvals, authorizations and permits described in Section 6.3(b) have been obtained and all filings and notifications described in Section 6.3(b) have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law or Order applicable to Sellerthe Buyer or its Affiliates, or by which any property or asset of the Acquired Assets, Buyer is bound or the Business; (ii) violate any Law; affected or (iii) violate require any consent or conflict withapproval under, result in a any breach ofof or any loss of any benefit under, constitute a change of control or default (or an event which, which with or without notice or lapse of time or both, both would constitute become a default) underunder or give to others any right of termination, permit vesting, amendment, acceleration or cancellation of, or result in the creation of an Encumbrance on any Lien upon any property or asset of the Acquired Assets underBuyer, pursuant to, any Contract or Permit to which Seller the Buyer is a party party, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or by other occurrences which Seller or any of the Acquired Assets are bound; (iv) permit the acceleration of the maturity of any Indebtedness of Seller related to the Business or Indebtedness secured by the Acquired Assets; or (v) violate or conflict with any provision of the Certificate of Incorporation or bylaws of Seller. (b) Except for as would not individuallyreasonably be expected, individually or in the aggregate, be reasonably likely to have a Seller Material Adverse Effectprevent or materially delay the consummation of the Transactions. b) Assuming the accuracy of the representations and warranties of the Selling Entities in Section 5.3(a), no consents or approvals of, or filings or registrations the execution and delivery by Seller with, any Governmental Authority or any other Person not a Party are necessary in connection with the execution, delivery and performance Buyer of this Agreement, the Related Agreements or Agreement and the other instrumentsTransaction Documents to which it is party does not and will not, agreements, certificates and documents contemplated hereby or thereby by Seller and the consummation by Seller the Buyer of the transactions contemplated hereby Transactions and thereby. (c) Seller has not breached compliance by the Buyer with any provision of the terms or provisions hereof will not, require any consent, approval, authorization or permit of, nor is it in default or filing with or notification to, any Governmental Authority, except (i) compliance with any applicable requirements under the terms ofRegulatory Laws, any Contract (ii) the entry of the Sale Order by the Bankruptcy Court or (iii) such other Consents where failure to which it is a party obtain such Consents would not reasonably be expected, individually or under which it has any rights in the aggregate, to prevent or by which it is bound which primarily relates to materially delay the Business or the Acquired Assets, which breach or default would give the other party to such Contract the right to cancel or terminate such contract or accelerate performance of Seller’s obligations thereunder, and to Seller’s Knowledge, no other party to any such Contract has breached such Contract or is in default thereunder in any material respectTransactions.

No Violation; Consents. (a) Except as set forth on Schedule 3.3(a)SCHEDULE 4.3, the execution, delivery and performance by Seller of this Agreement, the Related Agreements or any other instruments, agreements, certificates and documents contemplated hereby or thereby do not and will not (i) violate any Order applicable to Seller, any of the Acquired Assets, or the Business; (ii) violate any Law; (iii) violate or conflict with, result in a breach of, constitute a default (or an event which, with or without notice or lapse of time or both, would constitute a default) under, permit cancellation of, or result in the creation of any Lien upon any of the Acquired Assets under, any Contract to which Seller is a party or by which Seller or any of the Acquired Assets are bound; (iv) permit the acceleration of the maturity of any Indebtedness of Seller related to the Business or Indebtedness secured by the Acquired Assets; or (v) violate or conflict with any provision of the Certificate of Incorporation or bylaws of Seller. (b) Except for as would not individually, or in the aggregate, be reasonably likely to have a Seller Material Adverse Effect, no consents or approvals of, or filings or registrations by Seller with, any Governmental Authority or any other Person not a Party are necessary in connection with the execution, ---------------------- delivery and performance of this Agreement, Agreement and the Related Seller Ancillary Agreements or the other instruments, agreements, certificates and documents contemplated hereby or thereby by Seller do not, and the consummation by Seller of the transactions contemplated hereby and thereby. thereby and compliance with the terms hereof and thereof will not: (a) violate any law, judgement, order, decree, injunction, demand, assessment, statute, ordinance, rule or regulation ("Governmental Rule") that is applicable; (b) conflict with any provision of Seller's Certificate of Incorporation or Bylaws; (c) with respect to the assignment or transfer of any Acquired Contract, require (i) any registration, filing, authorization, application, notice, consent, approval, or waiver or (ii) the payment of any compensation to any licensor under a License Agreement or to any other Person not party to this Agreement ((i) and (ii) collectively, the "Required Contract Consents"); (d) with respect to any Permit, require any registration, filing, authorization, application, notice, consent, approval, order, qualification or waiver (collectively, the "Required Permit Consents"); or (e) otherwise require any registration, filing, authorization, application, notice, consent, approval, or waiver. There is no proceeding pending or, to the knowledge of Seller, threatened against Seller or any of its Affiliates at law or in equity, or before any Governmental Entity, which might prohibit, interfere with or delay Seller's ability to consummate the transactions contemplated by this Agreement or the Ancillary Agreements. Seller shall be able to fully satisfy its duties and obligations with respect to Required Consent Contracts and Required Consent Permits set forth in SECTION 2.5. SCHEDULE 4.3 also describes any request or demand for the payment of compensation (including the sum involved) for the transfer or assignment of a Contract pursuant to this Agreement of which Seller has not breached any provision of, nor is it in default under the terms of, any Contract to which it is a party actual knowledge on or under which it has any rights or by which it is bound which primarily relates prior to the Business or the Acquired Assets, which breach or default would give the other party to such Contract the right to cancel or terminate such contract or accelerate performance of Seller’s obligations thereunder, and to Seller’s Knowledge, no other party to any such Contract has breached such Contract or is in default thereunder in any material respectClosing Date.

No Violation; Consents. (a) Except as set forth on Assuming the receipt of the consents or waivers referred to in Section 6.3(a) and Section 6.3(b) of the Seller Disclosure Schedule 3.3(aand in Section 6.3(b), the execution, execution and delivery and performance by Seller Sellers of this Agreement, Agreement and each of the Related Ancillary Agreements or any other instruments, agreements, certificates and documents the consummation of the transactions contemplated hereby or and thereby do not and will not (i) violate any Order applicable to provision of the Organizational Documents of any Seller, any of the Acquired Assets, or the Business; (ii) violate any Law; Order of any Governmental Authority existing after the filing of the Bankruptcy Cases to which any Seller is bound or subject, (iii) violate any Applicable Law or conflict with(iv) except as provided for herein, result in a breach of, constitute a default (the imposition or an event which, with or without notice or lapse of time or both, would constitute a default) under, permit cancellation of, or result in the creation of any Lien (other than Permitted Liens) upon any the Purchased Assets other than, in the case of the Acquired Assets underclauses (ii), (iii) and (iv), any Contract to which Seller is a party conflict, violation, breach, default, requirement for consents, rights of acceleration, cancellation or by which Seller or any of the Acquired Assets are bound; (iv) permit the acceleration of the maturity of any Indebtedness of Seller related to the Business or Indebtedness secured by the Acquired Assets; or (v) violate or conflict with any provision of the Certificate of Incorporation or bylaws of Seller. (b) Except for as termination that would not individuallyreasonably be expected to have, individually or in the aggregate, be reasonably likely to have a Seller Material Adverse Effect. (b) Assuming entry of the Plan Confirmation Order, no consents Order or approvals ofPermit issued by, or filings declaration or registrations by Seller filing with, or notification to, or waiver from any Governmental Authority or is required on the part of any other Person not a Party are necessary Seller in connection with the execution, execution and delivery and performance of this Agreement or any Ancillary Agreement, the Related Agreements or the other instrumentscompliance with or performance by any Seller with any provision contained in this Agreement or any Ancillary Agreement, agreementsexcept for (i) in the event 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, certificates the filing by or on behalf of ASARCO or its “ultimate parent entity” of notification with the Federal Trade Commission and documents contemplated hereby or thereby by Seller Antitrust Division of the United States Department of Justice under the HSR Act and the consummation by Seller expiration or termination of the transactions contemplated hereby applicable “waiting period” thereunder and thereby. (cii) Seller has not breached any provision of, nor is it in default under the terms of, any Contract to which it is a party or under which it has any rights or by which it is bound which primarily relates to the Business or the Acquired Assets, which breach or default would give the other party to such Contract the right to cancel or terminate such contract or accelerate performance of Seller’s obligations thereunder, and to Seller’s Knowledge, no other party to any such Contract has breached such Contract or is in default thereunder in any material respect.36

No Violation; Consents. (a) Except as set forth on Schedule 3.3(a)Assuming the making or receipt of all filings, notices, registrations, consents, approvals, permits and authorizations described in the following paragraph and any required Stockholder Approval and that the Investors' representations in Article IV are true and correct, the execution, execution and delivery and performance by Seller of this Agreement, the Related Agreements TOPR Documents and the Registration Rights Agreement, the execution and filing of a Certificate of Trust of the Trust or the Series C Certificate of Designation, as the case may be, by the Company, the issuance of the Exchange Securities hereunder or as a dividend on the Exchange Securities and the Common Stock issuable upon conversion of the Exchange Securities by the Company, the consummation of the transactions contemplated hereby, by the Registration Rights Agreement, by the TOPR Documents or the Series C Certificate of Designation, as the case may be, and the compliance by the Company with any other instruments, agreements, certificates and documents contemplated hereby of the provisions hereof or thereby do not and thereof will not (i) conflict with, violate or result in any Order applicable to Seller, any breach of the Acquired AssetsCertificate of Incorporation, by-laws or other charter documents of the Business; Company, (ii) violate any Law; (iii) violate or conflict with, result in a violation or breach of, or constitute a default (or an event which, with or without due notice or lapse of time or both) a default or give rise to any right of termination, would constitute a default) cancellation or acceleration under, permit cancellation of, or result in the creation of any Lien upon on or against any of the Acquired Assets underproperties of the Company pursuant to any of the terms or conditions of any note, any Contract bond, mortgage, indenture, license, agreement or other instrument or obligation to which Seller the Company is a party or by which Seller any of them or any of their properties or assets may be bound, or (iii) violate any statute, law, rule, regulation, writ, injunction, judgment, order or decree of any Governmental Authority, binding on the Acquired Assets are bound; Company or any of their properties or assets, excluding from the foregoing clauses (ivi) permit and (ii) conflicts, violations, breaches, defaults, rights of termination, cancellation or acceleration, and Liens which, individually or in the acceleration aggregate, would not have a Material Adverse Effect, would not prevent or materially delay consummation of the maturity of any Indebtedness of Seller related to transactions contemplated hereby and would not affect the Business or Indebtedness secured by the Acquired Assets; or (v) violate or conflict with any provision validity of the Certificate issuance of Incorporation the Exchange Securities or bylaws of Sellerthe Common Stock issuable upon conversion of the Exchange Securities. (b) Except for (i) the filing of the Series C Certificate of Designation in accordance with the Delaware General Corporation Law, (ii) the filing of a Certificate of Trust of the Trust with the State of Delaware, (iii) the qualification of the TOPR Documents under the Trust Indenture Act of 1939, (iv) applicable requirements, if any, under Blue Sky Laws, (v) the filing and effectiveness of a Registration Statement as would not individually, or set forth in the aggregateRegistration Rights Agreement, be reasonably likely to have a Seller Material Adverse Effect(vi) the listing on the New York Stock Exchange of the Common Stock issuable upon conversion of the Exchange Securities, no consents or approvals of, or filings or registrations by Seller with, and (vii) if required at any Governmental Authority or any other Person not a Party are necessary future date in connection with the executionconversion of the Exchange Securities, the filing of a statement under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the expiration or termination of any waiting period thereunder, no filing, consent, approval, permit, authorization, notice, registration or other action of or with any Governmental Authority, is required to be made or obtained by or with respect to the Company or any of its Subsidiaries or the Trust in connection with the execution and delivery and performance of this AgreementAgreement and the Registration Rights Agreement by the Company, the Related Agreements issuance of the Exchange Securities hereunder or as dividends on the other instruments, agreements, certificates Exchange Securities and documents contemplated hereby the Common Stock issuable upon conversion of the Exchange Securities by the Company or thereby by Seller and the consummation by Seller the Company of the transactions contemplated hereby and thereby. (c) Seller has not breached any provision of, nor is it in default under the terms of, any Contract to which it is a party or under which it has any rights or by which it is bound which primarily relates to the Business or the Acquired Assets, which breach or default would give the other party to such Contract the right to cancel or terminate such contract or accelerate performance of Seller’s obligations thereunder, and to Seller’s Knowledge, no other party to any such Contract has breached such Contract or is in default thereunder in any material respect.

No Violation; Consents. (a) Except as set forth on Schedule 3.3(a), Neither the execution, delivery and performance by Seller any Buyer Party of this Agreementthe Transaction Agreements to which it is a party, nor the Related Agreements or any other instruments, agreements, certificates and documents consummation of the transactions contemplated hereby or thereby do not and thereby, will not (i) violate conflict with or result in any Order applicable to Seller, breach of any provision of the Acquired Assets, or the BusinessOrganizational Documents of any Buyer Party; (ii) violate any Law; violate, conflict with or constitute (iii) violate or conflict with, result in a breach of, constitute a default (or an event which, with or without notice or lapse of time or both, would constitute ) a default) under, permit cancellation of, default or result in the creation loss of any Lien upon material benefit under (or give rise to any right of termination, modification, cancellation or acceleration under) any of the Acquired Assets underterms, conditions or provisions of any material Contract or other instrument or obligation to which Seller a Buyer Party is a party or by which Seller any Buyer Party or such Buyer Party’s assets is bound, including without limitation the Note Purchase Agreement, together with the other “Loan Documents” as defined therein (in each case, after giving effect to the Buyer Consents and Approvals obtained as of the Closing); (iii) violate any Legal Requirement applicable to or affecting any Buyer Party or any of the Acquired Assets are bound; (iv) permit the acceleration its assets or violate or give rise to any right of the maturity termination, modification or cancellation of any Indebtedness Permit applicable to or affecting the Buyer Parties or any of Seller related to the Business or Indebtedness secured by the Acquired Assets; or (v) violate or conflict with any provision of the Certificate of Incorporation or bylaws of Sellertheir assets. (b) Except for as would not individuallyNo declaration, filing or registration with, or in the aggregate, be reasonably likely to have a Seller Material Adverse Effect, no consents or approvals ofnotice to, or filings authorization, waiver, consent or registrations by Seller with, approval of any Governmental Authority Body or any other Person not a is required to be obtained by any Buyer Party are necessary in connection with for the execution, delivery and performance by any Buyer Party of this Agreement, the Related Transaction Agreements to which any Buyer Party is a party or the other instruments, agreements, certificates and documents contemplated hereby or thereby by Seller and the consummation by Seller a Buyer Party of the transactions contemplated hereby or thereby, other than those which have been made or obtained on or before the date hereof and therebyare identified on Schedule 5.3 (such declarations, filings, registrations, notices, authorizations, waivers, consents and approvals, collectively, the “Buyer Consents and Approvals”). (c) Seller has not breached any provision of, nor is it in default under the terms of, any Contract to which it is a party or under which it has any rights or by which it is bound which primarily relates to the Business or the Acquired Assets, which breach or default would give the other party to such Contract the right to cancel or terminate such contract or accelerate performance of Seller’s obligations thereunder, and to Seller’s Knowledge, no other party to any such Contract has breached such Contract or is in default thereunder in any material respect.

No Violation; Consents. (a) Except as set forth on Schedule 3.3(a), the execution, The execution and delivery and performance by Seller of this AgreementAgreement and the Other Agreements does not, and the Related Agreements or any other instruments, agreements, certificates and documents contemplated hereby or thereby do not and will not (i) violate any Order applicable to Seller, any consummation of the Acquired Assetstransactions contemplated herein or therein and compliance with the provisions of this Agreement and the Other Agreements will not, or the Business; (ii) violate any Law; (iii) violate or conflict with, or result in a breach of, constitute a any violation of or default (or an event which, with or without notice or lapse of time time, or both, would constitute a default) under, permit or give rise to a right of termination, cancellation ofor acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the Acquired Assets properties or assets of Seller under, (i) except as set forth on Schedule 3.3(a), any Contract contract (including the Assigned Contracts), loan or credit agreement, note, bond, mortgage, indenture, lease, joint venture or other agreement, instrument, permit, concession, franchise or license applicable to which Seller is a party or by which Seller or its properties or assets, or (ii) any judgment, order, decree, statute, Law, ordinance, rule or regulation (including, without limitation, those of the Acquired Assets are bound; (ivNational Indian Gaming Commission, the California Gambling Control Commission, the Nevada State Gaming Control Board, the Nevada Gaming Commission or any other tribal or governmental authority regulating any form of gaming) permit the acceleration of the maturity of any Indebtedness of applicable to Seller related to the Business or Indebtedness secured by the Acquired Assets; its properties or (v) violate or conflict with any provision of the Certificate of Incorporation or bylaws of Sellerassets. (b) Except for as would not individuallyNo consent, approval, order or in the aggregate, be reasonably likely to have a Seller Material Adverse Effect, no consents or approvals authorization of, or filings registration, declaration or registrations by Seller filing with, any Governmental Authority Entity, is required to be obtained or any other Person not a Party are necessary made by Buyer or Seller in connection with the execution, execution and delivery and performance of this Agreement, the Related Agreements Agreement by Buyer and Seller or the other instruments, agreements, certificates and documents contemplated hereby or thereby by Seller and the consummation by Buyer or Seller of the transactions contemplated hereby and therebyby this Agreement. (c) Seller has not breached any provision ofBuyer shall use its commercially reasonable efforts to obtain, nor is it in default under the terms of, any Contract to which it is a party or under which it has any rights or by which it is bound which primarily relates prior to the Business or Closing, consents (in form and substance reasonably acceptable to Seller and Parent) with respect to each of the Acquired Assetsmatters set forth on Schedule 3.3(a). (d) For the avoidance of doubt, which breach or default would give the other party to such Contract the right to cancel or terminate such contract or accelerate performance of Seller’s obligations thereunder, representations and to Seller’s Knowledge, no other party warranties made by Buyer hereunder are made without giving effect to any impact that the ownership of Seller at the Closing by Parent would have on such Contract has breached such Contract representations and warranties (i.e., Buyer is not making any representations or is in default thereunder in any material respectwarranties hereunder with respect to consents or approvals that may be required with respect to Parent, separate from those that would have been required by Seller if the sale of the Purchased Assets took place immediately prior to the Merger).

No Violation; Consents. (a) Except as set forth on Schedule 3.3(a), the execution, The execution and delivery and performance by Seller of this AgreementAgreement does not, the Related Agreements execution and delivery by Seller and each of the Seller Subsidiaries of each Ancillary Agreement to which it is, or any is specified to be, a party will not, and the consummation by Seller of the Acquisition and the other instrumentstransactions contemplated to be consummated by it by this Agreement and such Ancillary Agreement and by each of the Seller Subsidiaries of the Acquisition and the other transactions to be consummated by it by such Ancillary Agreements, agreements, certificates and documents contemplated hereby or thereby do not and will not conflict with, or result in any breach of or constitute a default or give rise to any right of termination or acceleration under, any provision of (i) violate in the case of Seller, its Articles of Incorporation or By-laws, and, in the case of each of the Seller Subsidiaries, its comparable organizational documents, (ii) any Order Business Contract (as defined in Section 3.08(b)) or (iii) any judgment or Applicable Law applicable to Seller, any Seller Subsidiary or any of the Acquired Transferred Assets, or the Business; (ii) violate any Law; (iii) violate or conflict with, result in a breach of, constitute a default (or an event which, with or without notice or lapse of time or both, would constitute a default) under, permit cancellation of, or and will not result in the creation of any Lien (as defined in Section 3.05(a)) (other than Permitted Liens (as defined in Section 3.05(a)) or Liens arising from acts of Purchaser or its affiliates) upon any of the Acquired Assets underTransferred Assets. No material consent, approval or authorization (“Consent”) of, or registration, declaration or filing with, any Contract Federal, state, local or foreign court of competent jurisdiction, governmental agency, authority, instrumentality or regulatory body (a “Governmental Entity”) is required to which Seller is a party be obtained or made by which or with respect to Seller or any of the Acquired Assets are bound; (iv) permit the acceleration of the maturity of any Indebtedness of Seller related to the Business or Indebtedness secured by the Acquired Assets; or (v) violate or conflict with any provision of the Certificate of Incorporation or bylaws of Seller. (b) Except for as would not individually, or in the aggregate, be reasonably likely to have a Seller Material Adverse Effect, no consents or approvals of, or filings or registrations by Seller with, any Governmental Authority or any other Person not a Party are necessary Subsidiary in connection with the execution, delivery and performance of this Agreement, the Related Agreements Agreement or the consummation of the Acquisition, other instrumentsthan (A) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, agreementsas amended (the “HSR Act”) and other applicable Antitrust Laws, certificates (B) compliance with and documents contemplated hereby such filings and notifications as may be required under applicable state property transfer laws or thereby other Environmental Laws (as defined in Section 10.06(b)), (C) those that may be required solely by Seller reason of Purchaser’s (as opposed to any other third party’s) participation in the Acquisition and the consummation by Seller of the other transactions contemplated hereby by this Agreement and thereby. by the Ancillary Agreements, and (cD) Seller has not breached any provision of, nor is it in default compliance with the Seller’s reporting obligations under the terms of, any Contract to which it is a party or under which it has any rights or by which it is bound which primarily relates to the Business or the Acquired Assets, which breach or default would give the other party to such Contract the right to cancel or terminate such contract or accelerate performance Securities Exchange Act of Seller’s obligations thereunder, and to Seller’s Knowledge, no other party to any such Contract has breached such Contract or is in default thereunder in any material respect1934.

No Violation; Consents. (a) Except as set forth Subject to receiving the consents or waivers referred to on Schedule 3.3(a4.3(a) and the consents referred to in Section 4.3(b), the execution, execution and delivery and performance by Seller of this Agreement, Agreement and the Related Agreements or any other instruments, agreements, certificates and documents consummation of the transactions contemplated hereby or thereby do not and will not (i) violate any Order applicable to Seller, any provision of the Acquired Assetsarticles of incorporation or bylaws of Seller or any Transfer Group Company, or the Business; (ii) violate any Law; (iii) violate or conflict with, require the consent of a third party under, violate, result in a the breach of, constitute a default (or an event which, with or without notice or lapse of time or both, would constitute a default) under, permit or give rise to any right of acceleration, cancellation of, or result in the creation termination of any Lien upon right or obligation of Seller or any of the Acquired Assets under, Transfer Group Company under any Contract agreement or other instrument to which Seller or any Transfer Group Company is a party or by which Seller or any Transfer Group Company or any of their respective properties or assets are bound, (iii) subject to the entry of the Acquired Assets are bound; Approval Order, and, with respect to Seller's obligations under Section 3.4 and Section 3.6, the entry of the Bidding Procedures Order, violate any Order of any Governmental Authority to which Seller or any Transfer Group Company is bound or subject, (iv) permit subject to the acceleration entry of the maturity Approval Order, and, with respect to Seller's obligations under Section 3.4 and Section 3.6, the entry of the Bidding Procedures Order, violate any Indebtedness of Seller related to the Business or Indebtedness secured by the Acquired Assets; Applicable Law or (v) violate except as provided for herein, result in the imposition or conflict with creation of any provision Lien upon the Shares other than, in the case of clauses (ii) through (iv), any conflict, violation, breach, default, requirement for consents, rights of acceleration, cancellation, termination or Lien that would not reasonably be expected to have, individually or in the Certificate of Incorporation aggregate, a Seller Material Adverse Effect or bylaws of SellerTransfer Gxxxx Xxxxxxxx Adverse Effect. (b) Except for (i) filings as may be required under the HSR Act, (ii) the entry of the Approval Order, (iii) with respect to Seller's obligations under Section 3.4 and Section 3.6, the entry of the Bidding Procedures Order and (iv) the Seller Required Government Approvals, no Government Approvals are required on the part of Seller or any Transfer Group Company in connection with the execution and delivery by Seller of this Agreement, or the compliance or performance by Seller with any provision contained in this Agreement, the failure of which to be obtained or made would not individuallyreasonably be expected to have, individually or in the aggregate, be reasonably likely to have a Seller Material Adverse Effect or a Transfer Gxxxx Xxxxxxxx Adverse Effect, no consents or approvals of, or filings or registrations by Seller with, any Governmental Authority or any other Person not a Party are necessary in connection with the execution, delivery and performance of this Agreement, the Related Agreements or the other instruments, agreements, certificates and documents contemplated hereby or thereby by Seller and the consummation by Seller of the transactions contemplated hereby and thereby. (c) Seller has not breached any provision of, nor is it in default under the terms of, any Contract to which it is a party or under which it has any rights or by which it is bound which primarily relates to the Business or the Acquired Assets, which breach or default would give the other party to such Contract the right to cancel or terminate such contract or accelerate performance of Seller’s obligations thereunder, and to Seller’s Knowledge, no other party to any such Contract has breached such Contract or is in default thereunder in any material respect.

No Violation; Consents. (a) Except as set forth on Schedule 3.3(a), the execution, The execution and delivery and performance by Seller of this AgreementAgreement and the Ancillary Documents to which Seller is a party, consummation of the Related Agreements or any other instrumentsContemplated Transactions and compliance with the terms of this Agreement and the Ancillary Documents to which Seller is a party will not, agreementssubject to obtaining the ROFR Waiver and Lender Approval, certificates and documents contemplated hereby or thereby do not and will not (i) conflict with or violate any Order applicable to provision of the Organizational Documents of Seller, any or to the Knowledge of Seller, the Acquired Assets, Company or the Business; 1221 Property Owner, (ii) violate any Law; (iii) violate or conflict with, result in a breach of, constitute a default (or an event which, which with or without notice or lapse of time or both, both would constitute become a default) under, permit or give the other parties thereto any rights of termination, amendment, acceleration or cancellation of, any loan or credit agreement, instrument, permit, concession, franchise or license applicable to Seller, or to the Knowledge of Seller, the Company or the 1221 Property Owner, which would materially restrict Seller’s ability to consummate the Contemplated Transactions or result in liability to Buyer, (iii) conflict with or violate in any material respect any Law applicable to Seller or by which the Company or the 1221 Property are bound or affected, or (iv) result in the creation of of, or require the creation of, any material Lien upon Seller’s Common Stock, or to the Knowledge of Seller, any other shares of capital stock of the Acquired Assets under, any Contract to which Seller is a party or by which Seller or any of the Acquired Assets are bound; (iv) permit the acceleration of the maturity of any Indebtedness of Seller related to the Business or Indebtedness secured by the Acquired Assets; or (v) violate or conflict with any provision of the Certificate of Incorporation or bylaws of SellerCompany. (b) Except for as would not individuallyOther than those consents, approvals, orders or in the aggregate, be reasonably likely to have a Seller Material Adverse Effect, no consents or approvals authorizations of, or registrations, declarations or filings or registrations by Seller with, with any Governmental Authority (collectively, “Governmental Consents”) which have been obtained by Seller, no Governmental Consents are required by or any other Person not a Party are necessary with respect to Seller or, to the Knowledge of Seller, the Company, in connection with the execution, delivery and performance of this Agreement, Agreement and the Related Agreements Ancillary Documents to which Seller is a party or the other instruments, agreements, certificates and documents contemplated hereby or thereby by Seller and the consummation by Seller of the transactions contemplated hereby and therebyContemplated Transactions where the failure to obtain such Governmental Consents would have a Company Material Adverse Effect or would materially restrict Seller’s ability to consummate the Contemplated Transactions or result in liability to Buyer. (c) Subject to obtaining the ROFR Waiver and the Lender Approval, and except for any Governmental Consents and any other consents, approvals or waivers that have been obtained by Seller, the execution and delivery by Seller has of this Agreement and the consummation of the Contemplated Transactions do not breached and will not require any provision ofconsent, nor is it in default under approval or waiver by any third party (including, without limitation, the terms of, consent of any Contract to which it is a party direct or under which it has any rights or by which it is bound which primarily relates to the Business or the Acquired Assets, which breach or default would give the other party to such Contract the right to cancel or terminate such contract or accelerate performance indirect partner of Seller’s obligations thereunder) where the failure to obtain such consent, and to approval or waiver would have a Company Material Adverse Effect or would materially restrict Seller’s Knowledge, no other party ability to any such Contract has breached such Contract consummate the Contemplated Transactions or is result in default thereunder in any material respectliability to Buyer.

No Violation; Consents. (a) Except as set forth on Schedule 3.3(a), the The execution, delivery and performance by Seller of this Agreement, the Related Agreements or any other instruments, agreements, certificates Agreement by Liberty Parent and documents contemplated hereby or thereby each Seller Subsidiary do not and will not contravene any Applicable Law (as defined below), except for any such contravention that would not, individually or in the aggregate, reasonably be expected (i) violate any Order applicable as to SellerLiberty Parent, any to have a material adverse effect upon the business, assets (including intangible assets), financial condition, prospects or results of the Acquired Assetsoperations of Liberty Parent and its subsidiaries, or the Business; taken as a whole, (ii) violate as to any Law; Seller Subsidiary, to have a material adverse effect on its assets or (iii) violate as to Liberty Parent and each Seller Subsidiary, to prevent or conflict withmaterially burden or materially impair its ability to perform its obligations hereunder. The execution, delivery and performance of this Agreement by each Seller Subsidiary (x) will not violate, result in a breach of, of or constitute a default (or an event which, with or without due notice or lapse of time or both) a material default (or give rise to any right of termination, would constitute a defaultcancellation or acceleration) under, permit cancellation of, or result in the creation of any Lien upon any of the Acquired Assets under, under any Contract to which such Seller Subsidiary is a party or by which Seller or any of the Acquired Assets are bound; its assets is subject and (ivy) permit the acceleration of the maturity of any Indebtedness of Seller related to the Business or Indebtedness secured by the Acquired Assets; or (v) violate or will not conflict with or violate any provision of the Certificate of Incorporation or bylaws Bylaws of Sellersuch Seller Subsidiary, as in effect on the date hereof. (b) Except for filings required to be made by Liberty Parent under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the Closing Date, no consent, authorization or order of, or filing or registration with, any Governmental Entity or other person is required to be obtained or made by Liberty Parent or any Seller Subsidiary for the execution and delivery of this Agreement or the consummation by the Liberty Parent and the Seller Subsidiaries of the transactions contemplated hereby, except where the failure to obtain such consents, authorizations or orders, or make such filings or registrations, would not individuallynot, individually or in the aggregate, reasonably be reasonably likely expected (i) as to Liberty Parent, to have a material adverse effect upon the business, assets (including intangible assets), financial condition, prospects or results of operations of Liberty Parent and its subsidiaries, taken as a whole, (ii) as to the Seller Material Adverse EffectSubsidiaries, no consents to have a material adverse effect on their assets or approvals of(iii) as to Liberty Parent and each Seller Subsidiary, to prevent or filings materially burden or registrations by Seller withmaterially impair its ability to perform its obligations hereunder. The term “Applicable Law” for purposes of this Agreement means (x) any foreign, United States federal, state or local law, statute, rule, regulation, order, writ, injunction, judgment, decree or permit of any Governmental Authority or any other Person not a Party are necessary in connection with the execution, delivery and performance of this Agreement, the Related Agreements or the other instruments, agreements, certificates and documents contemplated hereby or thereby by Seller and the consummation by Seller of the transactions contemplated hereby and thereby. Entity (cas hereinafter defined) Seller has not breached any provision of, nor is it in default under the terms of, any Contract to which it is a party or under which it has any rights or by which it is bound which primarily relates to the Business or the Acquired Assets, which breach or default would give the other party to such Contract the right to cancel or terminate such contract or accelerate performance of Seller’s obligations thereunder, and to Seller’s Knowledge, no other party to any such Contract has breached such Contract or is in default thereunder in any material respect.and

No Violation; Consents. (a) Except as set forth on Schedule 3.3(a), the The execution, delivery and performance by Seller IDT Parent and IDT Subsidiary of this Agreement, and by IDT Parent of the Related Agreements or any other instrumentsRegistration Rights Agreement, agreements, certificates and documents the consummation by IDT Parent and IDT Subsidiary of the transactions contemplated hereby or and thereby do not and will not contravene any Applicable Law, except for any such contravention that would not, individually or in the aggregate, reasonably be expected to (i) violate any Order applicable to Seller, any of the Acquired Assets, have a Material Adverse Effect or the Business; (ii) violate any Law; prevent or materially burden or materially impair the ability of IDT Parent or IDT Subsidiary to perform its obligations under this Agreement or, in the case of IDT Parent, the Registration Rights Agreement. The execution, delivery and performance by each of IDT Parent and IDT Subsidiary of this Agreement and, in the case of IDT Parent, the Registration Rights Agreement and the consummation of the transactions contemplated hereby and thereby (iiii) violate or conflict withwill not (A) violate, result in a breach of, of or constitute a default (or an event which, with or 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 IDT Subsidiary is a default) under, permit cancellation ofparty or by which its respective assets is subject, or (B) result in the creation or imposition of any Lien upon any of the Acquired Assets underassets of IDT Parent or IDT Subsidiary, any Contract to which Seller is a party or by which Seller or any of the Acquired Assets are bound; and (ivii) permit the acceleration of the maturity of any Indebtedness of Seller related to the Business or Indebtedness secured by the Acquired Assets; or (v) violate or will not conflict with or violate any provision of the Certificate of Incorporation or bylaws Bylaws of SellerIDT Parent, or the Certificate of Formation or Limited Liability Company Agreement of IDT Subsidiary, each as in effect on the Closing Date. (b) Except for as (i) the IDT Board Approval, (ii) the Required LLC Approvals, (iii) filings with the NYSE to list the New Shares and the Treasury Shares, and (iv) filings and approvals contemplated by the terms of the Registration Rights Agreement, no consent, authorization or order of, or filing or registration with, any Governmental Entity or other person is required to be obtained or made by IDT Parent or IDT Subsidiary for the execution and delivery of this Agreement and the Registration Rights Agreement or the consummation by IDT Parent or IDT Subsidiary of the transactions contemplated hereby or thereby, except where the failure to obtain such consents, authorizations or orders, or make such filings or registrations, would not individuallynot, individually or in the aggregate, reasonably be reasonably likely expected to have a Seller Material Adverse Effect, no consents Effect or approvals of, to prevent or filings materially burden or registrations by Seller with, any Governmental Authority materially impair the ability of IDT Parent or any other Person not a Party are necessary in connection with the execution, delivery and performance of this Agreement, the Related Agreements IDT Subsidiary to perform its obligations hereunder or the other instruments, agreements, certificates and documents contemplated hereby or thereby by Seller and the consummation by Seller of the transactions contemplated hereby and therebythereunder. (c) Seller has not breached any provision of, nor is it in default under the terms of, any Contract to which it is a party or under which it has any rights or by which it is bound which primarily relates to the Business or the Acquired Assets, which breach or default would give the other party to such Contract the right to cancel or terminate such contract or accelerate performance of Seller’s obligations thereunder, and to Seller’s Knowledge, no other party to any such Contract has breached such Contract or is in default thereunder in any material respect.

No Violation; Consents. (a) Except as set forth on Schedule 3.3(aSubject to the governmental filings and other matters referred to in Section 3.04(b), the execution, delivery and performance by Seller the Company of this Agreement, Agreement and the Related Agreements or any other instruments, agreements, certificates and documents contemplated hereby or thereby consummation by the Company of the Transactions do not and will not contravene any Applicable Law, 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 the consummation of the Transactions (i) violate any Order applicable to Seller, any of the Acquired Assets, or the Business; will not (iiA) violate any Law; (iii) violate or conflict withviolate, result in a breach of, of or constitute a default (or an event which, with or without due notice or lapse of time or both) a default (or give rise to any right of termination, would constitute a defaultcancellation or acceleration) under, permit cancellation ofunder any Contract, or (B) result in the creation or imposition of any Lien upon any of the Acquired Assets under, any Contract to which Seller is a party or by which Seller assets of the Company or any of Subsidiary, except for any such violations, breaches, defaults or Liens that would not, individually or in the Acquired Assets are boundaggregate, reasonably be expected to have a Material Adverse Effect; and (ivii) permit the acceleration of the maturity of any Indebtedness of Seller related to the Business or Indebtedness secured by the Acquired Assets; or (v) violate or will not conflict with or violate any provision of the Certificate certificate of Incorporation incorporation or bylaws or other governing documents of Sellerthe Company or any Subsidiary. The Company has provided to the Investors true and complete copies of all correspondence with the New York Stock Exchange Inc. relating to the Transactions. (b) Except for as would not individually(i) the filings by the Company, if any, required by the HSR Act and the expiration or termination of the applicable waiting period with respect thereto, (ii) applicable filings, if any, with the Commission pursuant to the Exchange Act, or with the New York Stock Exchange in connection with the aggregatelisting of the Conversion Shares and the Warrant Shares, (iii) filings under state securities or "blue sky" laws, and (iv) such customary items as may be reasonably likely required in connection with the registration of securities for public offer and sale pursuant to have a Seller Material Adverse Effectthe Registration Rights Provisions, no consents consent, authorization or approvals order of, or filings filing or registrations by Seller registration with, any Governmental Authority or any other Person not a Party are necessary in connection with is required to be obtained or made by the Company or any Subsidiary for the execution, delivery and performance of this Agreement, the Related Agreements Agreement or the other instruments, agreements, certificates and documents contemplated hereby or thereby by Seller and the consummation by Seller of the transactions contemplated hereby and therebyTransactions, except where the failure to obtain such consents, authorizations or orders, or to make such filings or registrations, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Seller has not breached any provision of, nor is it in default under the terms of, any Contract to which it is a party or under which it has any rights or by which it is bound which primarily relates to the Business or the Acquired Assets, which breach or default would give the other party to such Contract the right to cancel or terminate such contract or accelerate performance of Seller’s obligations thereunder, and to Seller’s Knowledge, no other party to any such Contract has breached such Contract or is in default thereunder in any material respect.

No Violation; Consents. (a) Except as set forth on Schedule 3.3(aSubject to the governmental filings and other matters referred to in Section 4.03(b), the execution, delivery and performance by Seller the Purchaser of this Agreementeach of the Equity Documents, the Related Agreements or any other instrumentsEquity Commitment Letter, agreements, certificates the Registration Rights Agreement and documents contemplated hereby or thereby the Subordinated Debt Agreement and the consummation by the Purchaser of the Transactions do not and will not contravene any Applicable Law, except for any such contravention that would not have and would not reasonably be expected to have a material adverse effect on the ability of the Purchaser to timely perform its obligations under the Equity Documents, the Equity Commitment Letter, the Registration Rights Agreement and the Subordinated Debt Agreement. The execution, delivery and performance by the Purchaser of each of the Equity Documents, the Equity Commitment Letter, the Registration Rights Agreement and the Subordinated Debt Agreement and the consummation of the Transactions (i) violate any Order applicable to Seller, any of the Acquired Assets, or the Business; will not (iiA) violate any Law; (iii) violate or conflict withviolate, result in a breach of, of or constitute a default (or an event which, with or without due notice or lapse of time or both) a default (or give rise to any right of termination, would constitute a defaultcancellation or acceleration) under, permit cancellation of, under any Contract to which the Purchaser is party or by which the Purchaser is bound or to which any of its assets is subject or (B) result in the creation or imposition of any Lien upon any of the Acquired Assets under, any Contract to which Seller is a party or by which Seller or any assets of the Acquired Assets are bound; (iv) permit Purchaser, except for any such violations, breaches, defaults or Liens that would not have or would not reasonably be expected to have a material adverse effect on the acceleration ability of the maturity of any Indebtedness of Seller related Purchaser to the Business or Indebtedness secured by the Acquired Assets; or timely perform its obligations under this Agreement and (vii) violate or will not conflict with or violate any provision of the Certificate certificate of Incorporation formation or bylaws operating agreement (or similar agreement) or other governing documents of Sellerthe Purchaser. (b) Except for as would not individuallyapplicable filings, or in if any, with the aggregate, be reasonably likely Commission pursuant to have a Seller Material Adverse Effectthe Exchange Act, no consents consent, authorization or approvals order of, or filings filing or registrations by Seller registration with, any Governmental Authority or any other Person not a Party are necessary in connection with is required to be obtained or made by the Purchaser for the execution, delivery and performance of this any of the Equity Documents, the Equity Commitment Letter, the Registration Rights Agreement, the Related Agreements Subordinated Debt Agreement or the other instrumentsconsummation of any of the Transactions, agreementsexcept where the failure to obtain such consents, certificates and documents contemplated hereby authorizations or thereby by Seller orders, or make such filings or registrations, would not have or would not reasonably be expected to have a material adverse effect on the ability of the Purchaser to timely perform its obligations under the Equity Documents, the Equity Commitment Letter, the Registration Rights Agreement and the consummation by Seller of the transactions contemplated hereby and therebySubordinated Debt Agreement. (c) Seller has not breached any provision of, nor is it in default under the terms of, any Contract to which it is a party or under which it has any rights or by which it is bound which primarily relates to the Business or the Acquired Assets, which breach or default would give the other party to such Contract the right to cancel or terminate such contract or accelerate performance of Seller’s obligations thereunder, and to Seller’s Knowledge, no other party to any such Contract has breached such Contract or is in default thereunder in any material respect.

No Violation; Consents. (a) Except as set forth on Schedule 3.3(aSubject to the governmental filings and other matters referred to in Section 3.04(b), the execution, delivery and performance by Seller the Company of this Agreementeach of the Equity Documents, the Related Agreements or any other instruments, agreements, certificates Registration Rights Agreement and documents contemplated hereby or thereby the Subordinated Debt Agreement and the consummation by the Company of the Transactions do not and will not contravene any Applicable Law, except for any such contravention that would not have or would not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 3.04(a), the execution, delivery and performance by the Company of each of the Equity Documents, the Registration Rights Agreement and the Subordinated Debt Agreement and the consummation of the Transactions (i) violate any Order applicable to Seller, any of the Acquired Assets, or the Business; will not (iiA) violate any Law; (iii) violate or conflict withviolate, result in a breach of, of or constitute a default (or an event which, with or 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 the Company or any of its Subsidiaries are a defaultparty or by which the Company or any of its Subsidiaries are bound or to which any of the assets of the Business will be subject immediately following the Distribution or (B) under, permit cancellation of, or result in the creation or imposition of any Lien upon any of the Acquired Assets under, any Contract to which Seller is a party or by which Seller or any assets of the Acquired Assets are bound; Business, except, in each case, for any such violations, breaches, defaults or Liens that would not have or would not reasonably be expected to have a Material Adverse Effect and (ivii) permit the acceleration of the maturity of any Indebtedness of Seller related to the Business or Indebtedness secured by the Acquired Assets; or (v) violate or will not conflict with or violate any provision of the Certificate certificate of Incorporation incorporation or bylaws or other organizational documents of Sellerthe Company or any of its Subsidiaries. (b) Except as set forth on Schedule 3.04(b) and except for as would not individually(i) applicable filings, if any, with the Commission pursuant to the Securities Act or in the aggregateExchange Act, be reasonably likely to have a Seller Material Adverse Effect(ii) filings under state securities or "blue sky" laws and (iii) filing of the Restated Certificate and Certificate of Designation, each with the Secretary of State of the State of Delaware, no consents consent, authorization or approvals order of, or filings filing or registrations by Seller registration with, any Governmental Authority or any other Person not a Party are necessary in connection with (including the stockholders of Pitney Xxxxx) is required to be obtained or made by the Company, Pitney Xxxxx or any of their respective Subsidiaries for the execution, delivery and performance of this any of the Equity Documents, the Registration Rights Agreement, the Related Agreements Subordinated Debt Agreement or the other instruments, agreements, certificates and documents contemplated hereby or thereby by Seller and the consummation by Seller of the transactions contemplated hereby and therebyTransactions, except where the failure to obtain such consents, authorizations or orders, or make such filings or registrations, would not have or would not reasonably be expected to have a Material Adverse Effect. (c) Seller has not breached any provision of, nor is it in default under the terms of, any Contract to which it is a party or under which it has any rights or by which it is bound which primarily relates to the Business or the Acquired Assets, which breach or default would give the other party to such Contract the right to cancel or terminate such contract or accelerate performance of Seller’s obligations thereunder, and to Seller’s Knowledge, no other party to any such Contract has breached such Contract or is in default thereunder in any material respect.

No Violation; Consents. (a) Except as set forth on Schedule 3.3(aSubject to the governmental filings and other matters referred to in Section 4.03(b), the execution, delivery and performance by Seller such Purchaser of this Agreement, each of the Related Agreements or any other instruments, agreements, certificates Equity Documents to which it is a party and documents contemplated hereby or thereby the consummation by such Purchaser of the Transactions do not and will not contravene any Applicable Law, except for any such contravention that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to timely perform its obligations under the Equity Documents. The execution, delivery and performance by such Purchaser of each of the Equity Documents to which it is a party and the consummation of the Transactions (i) violate any Order applicable to Seller, any of the Acquired Assets, or the Business; will not (iiA) violate any Law; (iii) violate or conflict withviolate, result in a breach of, of or constitute a default (or an event which, with or without due notice or lapse of time or both) a default (or give rise to any right of termination, would constitute a defaultcancellation or acceleration) underunder any Contract to which such Purchaser is party or by which such Purchaser is bound or to which any of its assets is subject, permit cancellation of, 29 24 or (B) result in the creation or imposition of any Lien upon any of the Acquired Assets underassets of such Purchaser, except for any Contract such violations, breaches, defaults or Liens that would not, individually or in the aggregate, reasonably be expected to which Seller is have a party or by which Seller or any material adverse effect on the ability of the Acquired Assets are boundsuch Purchaser to timely perform its obligations under this Agreement; and (ivii) permit the acceleration of the maturity of any Indebtedness of Seller related to the Business or Indebtedness secured by the Acquired Assets; or (v) violate or will not conflict with or violate any provision of the Certificate certificate of Incorporation incorporation or bylaws or other governing documents of Sellersuch Purchaser. (b) Except for as would not individually(i) the filings by such Purchaser, if any, required by the HSR Act and the expiration or in termination of the aggregateapplicable waiting period with respect thereto and (ii) applicable filings, be reasonably likely if any, with the Commission pursuant to have a Seller Material Adverse Effectthe Exchange Act, no consents consent, authorization or approvals order of, or filings filing or registrations by Seller registration with, any Governmental Authority or any other Person not a Party are necessary in connection with is required to be obtained or made by such Purchaser for the execution, delivery and performance of this Agreement, any of the Related Agreements Equity Documents or the other instruments, agreements, certificates and documents contemplated hereby or thereby by Seller and the consummation by Seller of any of the transactions contemplated hereby and thereby. (c) Seller has not breached any provision ofTransactions, nor is it except where the failure to obtain such consents, authorizations or orders, or make such filings or registrations, would not, individually or in default the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to timely perform its obligations under the terms of, any Contract to which it is a party or under which it has any rights or by which it is bound which primarily relates to the Business or the Acquired Assets, which breach or default would give the other party to such Contract the right to cancel or terminate such contract or accelerate performance of Seller’s obligations thereunder, and to Seller’s Knowledge, no other party to any such Contract has breached such Contract or is in default thereunder in any material respectEquity Documents.

No Violation; Consents. (a) Except as set forth on Assuming the receipt of the consents or waivers referred to in Section 6.3(a) and Section 6.3(b) of the Seller Disclosure Schedule 3.3(aand in Section 6.3(b), the execution, execution and delivery and performance by Seller Sellers of this Agreement, Agreement and each of the Related Ancillary Agreements or any other instruments, agreements, certificates and documents the consummation of the transactions contemplated hereby or and thereby do not and will not (i) violate any Order applicable to provision of the Organizational Documents of any Seller, any of the Acquired Assets, or the Business; (ii) violate any Law; Order of any Governmental Authority existing after the filing of the Bankruptcy Cases to which any Seller is bound or subject, (iii) violate any Applicable Law or conflict with(iv) except as provided for herein, result in a breach of, constitute a default (the imposition or an event which, with or without notice or lapse of time or both, would constitute a default) under, permit cancellation of, or result in the creation of any Lien (other than Permitted Liens) upon any the Purchased Assets other than, in the case of the Acquired Assets underclauses (ii), (iii) and (iv), any Contract conflict, violation, breach, default, requirement for consents, rights of acceleration, cancellation or termination that would not reasonably be expected to which have, individually or in the aggregate, a Seller is a party or by which Seller or any of the Acquired Assets are bound; (iv) permit the acceleration of the maturity of any Indebtedness of Seller related to the Business or Indebtedness secured by the Acquired Assets; or (v) violate or conflict with any provision of the Certificate of Incorporation or bylaws of SellerMaterial Adverse Effect. (b) Except Assuming entry of the Plan Confirmation Order, no Order or Permit issued by, or declaration or filing with, or notification to, or waiver from any Governmental Authority is required on the 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 as (i) in the event 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 expiration or termination of the applicable “waiting period” thereunder and (ii) any such requirements, the failure of which to be obtained or made would not individuallyreasonably be expected to have, individually or in the aggregate, be reasonably likely to have a Seller Material Adverse Effect, no consents or approvals of, or filings or registrations by Seller with, any Governmental Authority or any other Person not a Party are necessary in connection with the execution, delivery and performance of this Agreement, the Related Agreements or the other instruments, agreements, certificates and documents contemplated hereby or thereby by Seller and the consummation by Seller of the transactions contemplated hereby and thereby. (c) Seller has not breached any provision of, nor is it in default under the terms of, any Contract to which it is a party or under which it has any rights or by which it is bound which primarily relates to the Business or the Acquired Assets, which breach or default would give the other party to such Contract the right to cancel or terminate such contract or accelerate performance of Seller’s obligations thereunder, and to Seller’s Knowledge, no other party to any such Contract has breached such Contract or is in default thereunder in any material respect.

No Violation; Consents. (a) Except as set forth on Schedule 3.3(a), the The execution, delivery and performance by Seller of this AgreementAgreement by Liberty IDTel does not contravene any Applicable Law (as defined below), except for any such contravention that would not, individually or in the Related Agreements aggregate, reasonably be expected to have a material adverse effect upon the business, assets (including intangible assets), financial condition, prospects or any other instrumentsresults of operations of Liberty IDTel or prevent or materially burden or materially impair Liberty IDTel’s ability to perform its obligations hereunder. The execution, agreements, certificates delivery and documents contemplated hereby or thereby do not and performance of this Agreement by Liberty IDTel (x) will not (i) violate any Order applicable to Seller, any of the Acquired Assets, or the Business; (ii) violate any Law; (iii) violate or conflict withviolate, result in a breach of, of or constitute a default (or an event which, with or without due notice or lapse of time or both) a material default (or give rise to any right of termination, would constitute a defaultcancellation or acceleration) under, permit cancellation of, or result in the creation of any Lien upon any of the Acquired Assets under, under any Contract to which Seller Liberty IDTel is a party or by which Seller its assets is subject, except for such as would not, individually or any in the aggregate, reasonably be expected to have a material adverse effect upon the business, assets (including intangible assets), financial condition, prospects or results of the Acquired Assets are bound; operations of Liberty IDTel or prevent or materially burden or materially impair Liberty IDTel’s ability to perform its obligations hereunder and (ivy) permit the acceleration of the maturity of any Indebtedness of Seller related to the Business or Indebtedness secured by the Acquired Assets; or (v) violate or will not conflict with or violate any provision of the Certificate of Incorporation or bylaws Bylaws of SellerLiberty IDTel, as in effect on the date hereof. For purposes of this Agreement, the term “Contract” means any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation. (b) Except for filings required to be made by Liberty IDTel’s parent, Liberty Media Corporation (“Liberty Parent”), under the Securities Exchange Act of 1934, as would not individuallyamended (the “Exchange Act”), or in after the aggregate, be reasonably likely to have a Seller Material Adverse EffectClosing Date, no consents consent, authorization or approvals order of, or filings filing or registrations by Seller registration with, any Governmental Authority Entity or any other Person not a Party are necessary in connection with person is required to be obtained or made by Liberty IDTel for the execution, execution and delivery and performance of this Agreement, the Related Agreements Agreement or the other instruments, agreements, certificates and documents contemplated hereby or thereby by Seller and the consummation by Seller Liberty IDTel of the transactions contemplated hereby and thereby. (c) Seller has not breached any provision ofhereby, nor is it except where the failure to obtain such consents, authorizations or orders, or make such filings or registrations, would not, individually or in default under the terms of, any Contract to which it is a party or under which it has any rights or by which it is bound which primarily relates to the Business or the Acquired Assets, which breach or default would give the other party to such Contract the right to cancel or terminate such contract or accelerate performance of Seller’s obligations thereunder, and to Seller’s Knowledge, no other party to any such Contract has breached such Contract or is in default thereunder in any material respect.the

No Violation; Consents. (a) Except as set forth Subject to receiving the consents or waivers referred to on Schedule 3.3(a)SCHEDULE 4.3(A) and the consents referred to in Section 4.3(b) and the occurrence of the Enron Closing, the execution, execution and delivery and performance by Seller of this Agreement, Agreement and the Related Agreements or any other instruments, agreements, certificates Transaction Documents to which Seller is a party and documents the consummation of the transactions contemplated hereby or and thereby do not and will not (i) violate any Order applicable to Seller, any provision of the Acquired Assetscertificate of incorporation, bylaws, limited liability company agreement or the Business; other similar organizational documents of Seller or any Transfer Group Company, (ii) violate any Law; (iii) violate or conflict with, require the consent of a third party under, violate, require or accelerate the time of any payment by any Transfer Group Company to any Person under, result in a the breach of, constitute a default (or an event which, with or without notice or lapse of time or both, would constitute a default) under, permit or give rise to any right of acceleration, cancellation of, or result in the creation termination of any Lien upon material right or obligation of Seller or any of the Acquired Assets Transfer Group Company under, any Contract material agreement or other instrument to which Seller or any Transfer Group Company is a party or by which Seller or any Transfer Group Company or any of the Acquired Assets their respective properties or assets are bound; , (iii) violate any Order of any Governmental Authority to which Seller or any Transfer Group Company is bound or subject, (iv) permit the acceleration of the maturity of violate any Indebtedness of Seller related to the Business or Indebtedness secured by the Acquired Assets; Applicable Law or (v) violate except as provided in this Agreement, result in the imposition or conflict with creation of any provision Lien upon the Equity Interest, other than, in the case of clauses (ii) through (v), any conflict, violation, breach, default, requirement for consents, rights of acceleration, cancellation, termination or Lien that would not reasonably be expected to have, individually or in the Certificate of Incorporation aggregate, a Seller Material Adverse Effect or bylaws of Sellera Transfer Group Material Adverse Effect. (b) Except as set xxxxx xx XXXXXULE 4.3(B) and except for (i) any filings required under the HSR Act and (ii) such filings with, and Orders of, the FCC as may be required under the Communications Act, no Order or Permit issued by, or declaration or filing with, or notification to, or waiver from or consent from, any Governmental Authority is required on the part of Seller in connection with the execution and delivery of this Agreement, or the compliance or performance by Seller with any provision contained in this Agreement or the consummation of the transactions contemplated hereby, except for any such requirements, the failure of which to be obtained or made would not individuallyreasonably be expected to have, individually or in the aggregate, be reasonably likely to have a Seller Material Adverse Effect or a Transfer Group Material Adverse Effect, no consents or approvals of, or filings or registrations by Seller with, any Governmental Authority or any other Person not a Party are necessary in connection with the execution, delivery and performance of this Agreement, the Related Agreements or the other instruments, agreements, certificates and documents contemplated hereby or thereby by Seller and the consummation by Seller of the transactions contemplated hereby and thereby. (c) Seller has not breached any provision of, nor is it in default under the terms of, any Contract to which it is a party or under which it has any rights or by which it is bound which primarily relates to the Business or the Acquired Assets, which breach or default would give the other party to such Contract the right to cancel or terminate such contract or accelerate performance of Seller’s obligations thereunder, and to Seller’s Knowledge, no other party to any such Contract has breached such Contract or is in default thereunder in any material respect.