Common use of No Violation; Consents Clause in Contracts

No Violation; Consents. (a) Except as set forth on Schedule 2.3(a), the execution, delivery and performance by Company 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 Company; (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 Company’s assets under, any Contract to which Company is a party or by which Company or any of Company’s assets are bound; (iv) permit the acceleration of the maturity of any Indebtedness of Company; or (v) violate or conflict with any provision of the Certificate of Incorporation or bylaws of Company. (b) Except for as would not individually, or in the aggregate, be reasonably likely to have a Company Material Adverse Effect, no consents or approvals of, or filings or registrations by Company 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 Company and the consummation by Company of the transactions contemplated hereby and thereby. (c) Company has not breached any provision of, nor is it in default under the terms of, any Material Contract to which it is a party or under which it has any rights or by which it is bound, which breach or default would give the other party to such Contract the right to cancel or terminate such contract or accelerate performance of Company’s obligations thereunder, and to Company’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 2.3(a)in Section 5.6 of the Company Disclosure Schedule, neither the execution, execution and delivery and performance by the Company of this AgreementAgreement nor consummation by the Company of the Transactions in accordance with the terms hereof, will conflict with or result in a breach of any provisions of the Articles of Organization, Bylaws, or the organizational documents of the Company or any Company Subsidiary. Except as set forth in Section 5.6 of the Company Disclosure Schedule, the Related Agreements or any other instruments, agreements, certificates execution and documents contemplated hereby or thereby do not delivery by the Company of this Agreement and consummation by the Company of the Transactions in accordance with the terms hereof will not (i) violate any Order applicable to Company; (ii) violate any Law; (iii) violate 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 lien, security interest, charge or encumbrance upon any of Company’s assets the properties of the Company or the Company Subsidiaries under, or result in being declared void, voidable or without further binding effect, any Contract of the terms, conditions or provisions of (x) any note, bond, mortgage, indenture, deed of trust or (y) any license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which Company is a party or by which the Company or any of Company’s assets are bound; (iv) permit the acceleration Company Subsidiaries is a party, or by which the Company or any of the maturity Company Subsidiaries or any of any Indebtedness of Company; or (v) violate or conflict with any provision of the Certificate of Incorporation or bylaws of Company. (b) Except for their properties is bound, except as otherwise would not individually, or in the aggregate, be reasonably likely to have a Company Material Adverse Effect, no consents or approvals of, or . Other than the filings or registrations by Company with, any Governmental Authority or any other Person not a Party are necessary provided for in connection with the execution, delivery and performance Article II of this Agreement, the Related Agreements Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 (xxx "XXX Xxx"), xxe antitrust and competition laws of foreign countries, the Exchange Act, the Securities Act, or applicable state securities and "Blue Sky" laws (collectively, the other instruments"Regulatory Filings"), agreementsthe execution and delivery of this Agreement by the Company does not, certificates and documents contemplated hereby or thereby the performance of this Agreement by the Company and the consummation by Company of the transactions contemplated hereby and thereby. (c) Company has not breached Transactions does not, require any provision consent, approval or authorization of, nor is it in default under or declaration, filing or registration with, any governmental or regulatory authority, except where the terms failure to obtain any such consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority would not have a Company Material Contract to which it is a party or under which it has any rights or by which it is bound, which breach or default would give the other party to such Contract the right to cancel or terminate such contract or accelerate performance of Company’s obligations thereunder, and to Company’s Knowledge, no other party to any such Contract has breached such Contract or is in default thereunder in any material respectAdverse Effect.

No Violation; Consents. (a) The execution, delivery and performance by the Company of each of the Transaction Documents and the consummation by the Company of the Exchange and the other transactions contemplated by the Transaction Documents to occur on the Closing Date do not and will not contravene any Applicable Law, including, without limitation, Section 160 of the DGCL. Except as set forth on Schedule 2.3(a)3.3 of the Company Disclosure Schedule, the execution, delivery and performance by the Company of this Agreement, each of the Related Agreements or any Transaction Documents and the consummation of the Exchange and the other instruments, agreements, certificates and documents transactions contemplated hereby or thereby do not and by the Transaction Documents to occur on the Closing Date (i) will not (ia) violate any Order applicable to Company; (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 or any Subsidiary is a default) under, permit cancellation ofparty or by which the Company or any Subsidiary is bound or to which any of their respective assets are subject, or (b) result in the creation or imposition of any Lien upon any of Company’s the assets under, any Contract to which Company is a party or by which of the Company or any of Company’s assets are bound; (iv) permit Subsidiary, except for any such violations, breaches, defaults or Liens that would not, individually or in the acceleration aggregate, reasonably be expected to have a material adverse effect on the ability of the maturity of any Indebtedness of Company; or Company to perform its obligations under the Transaction Documents and (vii) 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 Companythe Company or the Subsidiaries. (b) Except for as would not individuallyfilings by the Company, if any, required by applicable federal and state securities laws, which shall be made (to the extent required) on or in prior to the aggregate, be reasonably likely to have a Company Material Adverse EffectClosing Date, no consents consent, authorization or approvals order of, or filings filing or registrations by Company 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 Company and the consummation by the Company of the Exchange or other transactions contemplated hereby by the Transaction Documents, or for the execution, delivery and thereby. performance by the Company of the other Transaction Documents, except (cA) 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 or a material adverse effect on the ability of the Company has not breached any provision of, nor is it in default to perform its obligations under the terms ofTransaction Documents or (B) for consents that have been obtained or will be obtained as of the Closing Date. Notwithstanding the foregoing, (i) no vote of any Material Contract class or series of the Company's Capital Stock is necessary to which it is a party or under which it has any rights or by which it is bound, which breach or default would give adopt this Agreement and approve the other party to such Contract the right to cancel or terminate such contract or accelerate performance of Company’s obligations thereunderTransactions, and (ii) the execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby, including, without limitation, the authorization and issuance of the shares of Common Stock and warrants to Company’s Knowledgepurchase Common Stock in connection with the Private Placement, no other party to any such Contract has breached such Contract shall not require the approval of The Nasdaq National Market, or is in default thereunder in any material respectviolate the listing or maintenance requirements of the rules or regulations of The Nasdaq National Market.

No Violation; Consents. (a) Except as set forth on Schedule 2.3(a), the execution, The execution and delivery and performance by Company of this AgreementAgreement and the Voting Agreement by Energy does not, and consummation by Energy of the Related Agreements or any other instruments, agreements, certificates and documents transactions contemplated hereby or and thereby do not and will not not, (i) violate any Order applicable to Company; the certificate of formation or the Partnership Agreement of Energy, (ii) violate any Law; (iii) violate or conflict with, result in constitute a breach or violation of, constitute or a default (or an event which, with or without notice or lapse of time or both, would constitute such a default) underunder any indenture, permit cancellation ofmortgage, deed of trust, loan agreement, lease or result in the creation of any Lien upon any of Company’s assets underother agreement or instrument (collectively, any Contract “Contracts”) to which Company Energy or Abraxas Operating is a party or by which Company any of them or any of Company’s assets their respective properties are bound; , (iii) (assuming that the consents and approvals referred to in Section 4.6(b) are duly and timely made or obtained and that the Energy Unitholder Approval is obtained) violate any Law applicable to Energy or Abraxas Operating or any of their properties, (iv) permit result in the acceleration of the maturity creation or imposition of any Indebtedness Lien upon any property of Company; Energy or Abraxas Operating pursuant to the agreements and instruments referred to in clause (ii), or (v) violate cause the transactions contemplated by this Agreement to be subject to Takeover Laws, except, in the case of clauses (ii), (iii), (iv), or conflict with any provision of (v), for such conflicts, breaches, violations, defaults, Liens, or subjection, that would not, individually or in the Certificate of Incorporation or bylaws of Companyaggregate, have an Energy Material Adverse Effect. (b) Except for (i) expiration or termination of any waiting period applicable to the transactions contemplated by this Agreement under the HSR Act, (ii) compliance with any applicable requirements of the Securities Act, the Exchange Act and any other applicable U.S. state or federal securities Laws, (iii) filing or recordation of merger or other appropriate documents as required by the Delaware LP Act, the Nevada Statute or applicable Law of other states in which Energy is qualified to do business, (iv) any governmental consents necessary for transfers of permits and licenses and (v) such other authorizations, consents, approvals or filings the failure of which to obtain or make would not individuallynot, individually or in the aggregate, be reasonably likely to have a Company an Energy Material Adverse Effect, no consents authorization, consent or approvals of, approval of or filings or registrations by Company with, filing with any Governmental Authority is required to be obtained or made by Energy or any other Person not a Party are necessary in connection with ultimate parent entity or controlling person of Energy for the execution, execution and delivery and performance by either of them of this Agreement, the Related Agreements Agreement or the other instruments, agreements, certificates and documents contemplated hereby or thereby by Company and the consummation by Company either of them of the transactions contemplated hereby and therebyhereby. (c) Company has not breached any provision of, nor is it in default under the terms of, any Material Contract to which it is a party or under which it has any rights or by which it is bound, which breach or default would give the other party to such Contract the right to cancel or terminate such contract or accelerate performance of Company’s obligations thereunder, and to Company’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 2.3(a), the execution, The execution and delivery and performance by Company of this AgreementAgreement and the Voting Agreement by Abraxas does not, and consummation by Abraxas of the Related Agreements or any other instruments, agreements, certificates and documents transactions contemplated hereby or and thereby do not and will not not, (i) violate any Order applicable to Company; the articles of incorporation or bylaws of Abraxas, (ii) violate any Law; (iii) violate or conflict with, result in constitute a breach or violation of, constitute or a default (or an event which, with or without notice or lapse of time or both, would constitute such a default) under, permit cancellation of, under any Contracts to which Abraxas or result in the creation of any Lien upon any of Company’s assets under, any Contract to which Company its Subsidiaries is a party or by which Company any of them or any of Company’s assets their respective properties are bound; , (iii) (assuming that the consents and approvals referred to in Section 5.6(b) are duly and timely made or obtained and that the approval of the Stock Issuance by the affirmative vote of Abraxas stockholders is obtained) violate any Law applicable to Abraxas any of its Subsidiaries or any of their properties, (iv) permit result in the acceleration of the maturity creation or imposition of any Indebtedness Lien upon any property of Company; Abraxas or any of its Subsidiaries pursuant to the agreements and instruments referred to in clause (ii), or (v) violate cause the transactions contemplated by this Agreement to be subject to Takeover Laws, except, in the case of clauses (ii), (iii) or conflict with any provision (iv), such conflicts, breaches, violations, defaults, Liens, or subjection that arise under the Abraxas Credit Facility or, in the case of clauses (ii), (iii), (iv), or (v), for such conflicts, breaches, violations, defaults, Liens, or subjection, that would not, individually or in the Certificate of Incorporation or bylaws of Companyaggregate, have an Abraxas Material Adverse Effect. (b) Except for (i) expiration or termination of any waiting period applicable to the transactions contemplated by this Agreement under the HSR Act, (ii) compliance with any applicable requirements of (A) the Securities Act, the Exchange Act and any other applicable U.S. state or federal securities Laws and (B) the NASDAQ, (iii) filing or recordation of merger or other appropriate documents as required by the Delaware LP Act, the Nevada Statute or applicable Law of other states in which Abraxas is qualified to do business, (iv) any governmental consents necessary for transfers of permits and licenses and (v) such other authorizations, consents, approvals or filings the failure of which to obtain or make would not individuallynot, individually or in the aggregate, be reasonably likely to have a Company an Abraxas Material Adverse Effect, no consents authorization, consent or approvals of, approval of or filings or registrations by Company with, filing with any Governmental Authority is required to be obtained or made by Abraxas or any other Person not a Party are necessary in connection with ultimate parent entity or controlling person of Abraxas for the execution, execution and delivery and performance by either of them of this Agreement, the Related Agreements Agreement or the other instruments, agreements, certificates and documents contemplated hereby or thereby by Company and the consummation by Company either of them of the transactions contemplated hereby and therebyhereby. (c) Company has not breached any provision of, nor is it in default under the terms of, any Material Contract to which it is a party or under which it has any rights or by which it is bound, which breach or default would give the other party to such Contract the right to cancel or terminate such contract or accelerate performance of Company’s obligations thereunder, and to Company’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 2.3(a), the The execution, delivery and performance by the Company of this Agreement, each of the Related Agreements or any other instruments, agreements, certificates Equity Documents and documents contemplated hereby or thereby 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, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The execution, delivery and performance by the Company of each of the Equity Documents and the consummation of the Issuance (i) violate any Order applicable to Company; 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, or result in the creation of any Lien upon any of Company’s assets under, under any Contract to which the Company is a party or by which the Company is bound or to which any of Company’s its assets are bound; is subject, or (ivB) permit result in the acceleration creation or imposition of any Lien upon any of the maturity assets of the Company, except for any Indebtedness of Company; such violations, breaches, defaults or Liens that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (vii) violate or will not conflict with or violate any provision of the Certificate certificate of Incorporation incorporation or bylaws of Companythe Company currently in effect or in effect as of the Closing. (b) Except for as would (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, (iii) applicable filings, if any, required by the Federal Communication Commission and state public utility commissions and (iv) filing of the Certificate of Designation with the Secretary of State of the State of Delaware, which, in each case referred to in clauses (i) - (iv), shall be made (or are not individually, required to be made) on or in prior to the aggregate, be reasonably likely to have a Company Material Adverse EffectClosing Date, no consents consent, authorization or approvals order of, or filings filing or registrations by Company 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 execution, delivery and performance of this Agreement, the Related Agreements Company or the other instruments, agreements, certificates ICG Subsidiaries for the execution and documents contemplated hereby delivery of the Equity Documents or thereby by Company and the consummation by the Company 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, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or a material adverse effect on the ability of the Company to consummate the Transactions. (c) Company has not breached any provision of, nor is it in default under the terms of, any Material Contract to which it is a party or under which it has any rights or by which it is bound, which breach or default would give the other party to such Contract the right to cancel or terminate such contract or accelerate performance of Company’s obligations thereunder, and to Company’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 2.3(a)in Section 5.6 of the Company Disclosure Schedule, neither the execution, execution and delivery and performance by the Company of this AgreementAgreement nor consummation by the Company of the Transactions in accordance with the terms hereof, will conflict with or result in a breach of any provisions of the Articles of Organization or the Bylaws. Except as set forth in Section 5.6 of the Company Disclosure Schedule, the Related Agreements or any other instruments, agreements, certificates execution and documents contemplated hereby or thereby do not delivery by the Company of this Agreement and consummation by the Company of the Transactions in accordance with the terms hereof will not (i) violate any Order applicable to Company; (ii) violate any Law; (iii) violate 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 lien, security interest, charge or encumbrance upon any of Company’s assets the properties of the Company or the Material Company Subsidiaries under, or result in being declared void, voidable or without further binding effect, any Contract of the terms, conditions or provisions of (x) any note, bond, mortgage, indenture or deed of trust or (y) any license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which Company is a party or by which the Company or any of Company’s assets are bound; (iv) permit the acceleration Material Company Subsidiaries is a party, or by which the Company or any of the maturity Material Company Subsidiaries or any of any Indebtedness of Company; or (v) violate or conflict with any provision of the Certificate of Incorporation or bylaws of Company. (b) Except for their properties is bound, except as otherwise would not individually, or in the aggregate, be reasonably likely to have a Company Material Adverse Effect, no consents or approvals of, or . Other than the filings or registrations by Company with, any Governmental Authority or any other Person not a Party are necessary provided for in connection with the execution, delivery and performance Article II of this Agreement, the Related Agreements HSR Act, the Exchange Act or applicable state securities and "Blue Sky" laws (collectively, the other instruments"REGULATORY FILINGS"), agreementsthe execution and delivery of this Agreement by the Company does not, certificates and documents contemplated hereby or thereby the performance of this Agreement by the Company and the consummation by Company of the transactions contemplated hereby and thereby. (c) Company has not breached Transactions does not, require any provision consent, approval or authorization of, nor is it in default under or declaration, filing or registration with, any Governmental Entity or regulatory authority, except where the terms failure to obtain any such consent, approval or authorization of, or declaration, filing or registration with, any Governmental Entity or regulatory authority would not have a Company Material Adverse Effect or significantly delay any of the Transactions. Except as set forth in Section 5.6 of the Company Disclosure Schedule, there are no material agreements to which the Company or any Material Contract to which it Company Subsidiary is a party or under to which it has any their respective assets may be bound that would result in a material change in the rights or obligations of the parties thereto as a result of a change in control of the Company as contemplated by which it is bound, which breach or default would give the other party to such Contract the right to cancel or terminate such contract or accelerate performance of Company’s obligations thereunder, and to Company’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 2.3(a)Assuming the making or receipt of all filings, notices, registrations, consents, approvals, permits and authorizations described in this Section 5.5, the execution, execution and delivery and performance by Company of this Agreement, the Related Agreements Registration Rights Agreement and the Warrants, and the issuance of the Common Stock, the consummation of the transactions contemplated hereby, by the Registration Rights Agreement and the Warrants, the compliance by the Company with any of the provisions hereof or any other instrumentsof the Registration Rights Agreement and the Warrants, agreements, certificates and documents contemplated hereby or thereby do not and will not (i) conflict with, violate or result in any Order applicable to Company; breach of the Certificate of Incorporation, as amended, or by-laws of the Company or its Subsidiaries, (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 Company’s assets underthe properties of the Company or any of its Subsidiaries 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 the Company or any of its Subsidiaries is a party or by which 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 Entity, binding on the Company or any of Company’s assets are bound; its Subsidiaries or any of their properties or assets, excluding from the foregoing clauses (ivi), (ii) permit and (iii) 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 Company; or (v) violate or conflict with any provision transactions contemplated hereby and would not affect the validity of the Certificate issuance of Incorporation or bylaws of Companythe Common Stock. (b) Except for as would not individually(i) applicable requirements, or in if any, under Blue Sky Laws, (ii) the aggregatefiling of additional listing applications with Nasdaq, be reasonably likely to have a Company Material Adverse Effectand (iii) the filing of the Registration Statement, no consents filing, consent, approval, permit, authorization, notice, registration or approvals of, other action of or filings or registrations by Company with, with any Governmental Authority Entity is required to be made or obtained 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 Agreement, the Related Agreements Registration Rights Agreement and the Warrants, the issuance of the Common Stock or the other instruments, agreements, certificates and documents contemplated hereby or thereby by Company and the consummation by the Company of the transactions contemplated hereby and thereby. (c) Company has not breached any provision of, nor is it in default under the terms of, any Material Contract to which it is a party or under which it has any rights or by which it is bound, which breach or default would give the other party to such Contract the right to cancel or terminate such contract or accelerate performance of Company’s obligations thereunder, and to Company’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 2.3(a)in Section 5.6 of the Company Disclosure Schedule, neither the execution, execution and delivery and performance by the Company of this AgreementAgreement nor consummation by the Company of the Transactions in accordance with the terms hereof, will conflict with or result in a breach of any provisions of the Articles of Organization or the Bylaws. Except as set forth in Section 5.6 of the Company Disclosure Schedule, the Related Agreements or any other instruments, agreements, certificates execution and documents contemplated hereby or thereby do not delivery by the Company of this Agreement and consummation by the Company of the Transactions in accordance with the terms hereof will not (i) violate any Order applicable to Company; (ii) violate any Law; (iii) violate 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 lien, security interest, charge or encumbrance upon any of Company’s assets the properties of the Company or the Company Subsidiaries under, or result in being declared void, voidable or without further binding effect, any Contract of the terms, conditions or provisions of (i) any note, bond, mortgage, indenture or deed of trust or (ii) any license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which Company is a party or by which the Company or any of Company’s assets are bound; (iv) permit the acceleration Company Subsidiaries is a party, or by which the Company or any of the maturity Company Subsidiaries or any of any Indebtedness of Company; or (v) violate or conflict with any provision of the Certificate of Incorporation or bylaws of Company. (b) Except for their properties is bound, except as otherwise would not individuallynot, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect, no consents or approvals of, or . Other than the filings or registrations by Company with, any Governmental Authority or any other Person not a Party are necessary provided for in connection with the execution, delivery and performance Article II of this Agreement, the Related Agreements HSR Act, the Exchange Act or applicable state securities and "Blue Sky" laws (collectively, the other instruments"Regulatory Filings"), agreementsthe execution and delivery of this Agreement by the Company does not, certificates and documents contemplated hereby or thereby the performance of this Agreement by the Company and the consummation by Company of the transactions contemplated hereby and thereby. (c) Company has not breached Transactions does not, require any provision consent, approval or authorization of, nor is it in default under or declaration, filing or registration with, any governmental or regulatory authority, except where the terms failure to obtain any such consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority would not, individually or in the aggregate, have a Company Material Contract to which it is a party or under which it has any rights or by which it is bound, which breach or default would give the other party to such Contract the right to cancel or terminate such contract or accelerate performance of Company’s obligations thereunder, and to Company’s Knowledge, no other party to any such Contract has breached such Contract or is in default thereunder in any material respectAdverse Effect.

No Violation; Consents. (a) Except as set forth on Schedule 2.3(a), Neither the execution, execution and delivery and performance by the Company of this Agreement, the Related Agreements Voting Agreement, the Loan Agreement or the Option Agreement, nor the performance by the Company of its obligations hereunder nor the consummation by the Company of the Transactions in accordance with the terms hereof, will conflict with or result in a breach of any other instrumentsprovisions of the Company Charter or the Company Bylaws or the Company Rights Agreement. Except as set forth in Section 4.6 of the Company Disclosure Schedule, agreementsthe execution and delivery by the Company of this Agreement, certificates the Voting Agreement, the Loan Agreement and documents contemplated hereby or thereby do not the Option Agreement, the performance by the Company of its obligations hereunder and the consummation by the Company of the Transactions in accordance with the terms hereof will not (i) violate any Order applicable to Company; (ii) violate any Law; (iii) violate 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 lien, security interest, charge or encumbrance ("Lien") upon any of Company’s assets the properties of the Company 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 or (b) any license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which the Company is a party party, or by which the Company or any of Company’s assets are its properties is bound; (iv) permit the acceleration of the maturity of any Indebtedness of Company; or (v) violate or conflict with any provision of the Certificate of Incorporation or bylaws of Company. (b) Except for , except as would not individually, otherwise individually or in the aggregate, aggregate would not reasonably be reasonably likely expected to have a Company Material Adverse EffectEffect or to prevent or materially delay the Closing or the performance of this Agreement by the Company. Other than the filings provided for in Article I of this Agreement and any filings, no consents authorizations, orders and approvals as may be required under the HSR Act, the NASD and AMEX bylaws and rules and regulations, the Exchange Act, the Securities Act or approvals applicable foreign laws and state securities and "Blue Sky" laws (collectively, the "Regulatory Filings"), the execution and delivery of this Agreement by the Company, the performance by the Company of its obligations under this Agreement and the consummation of the Transactions do not, require any consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority, except where the failure to obtain any one or more consents, approvals, or authorizations of, or declarations, filings or registrations by with any governmental or regulatory authorities, individually or in the aggregate, would not be reasonably expected either to have a Company with, any Governmental Authority Material Adverse Effect or any other Person not a Party are necessary in connection with to prevent or delay the execution, delivery and Closing or the performance of this Agreement, Agreement by the Related Agreements or the other instruments, agreements, certificates and documents contemplated hereby or thereby by Company and the consummation by Company of the transactions contemplated hereby and therebyCompany. (c) Company has not breached any provision of, nor is it in default under the terms of, any Material Contract to which it is a party or under which it has any rights or by which it is bound, which breach or default would give the other party to such Contract the right to cancel or terminate such contract or accelerate performance of Company’s obligations thereunder, and to Company’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 this Agreement and the consummation of the transactions contemplated hereby does not and will not contravene any Applicable Law, except for any such contraventions that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby (i) will not (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, except to the extent any such conflict or breach, singly or in the aggregate, would not have a Material Adverse Effect, (y) result in the creation or imposition of any Lien (other than a Permitted Lien) upon any of the properties or assets of any of them, or (z) except as set forth on Schedule 4.5(a), obligate the Company to make any payment or incur any additional obligation, or give rise to any right of any person with respect to the Company, under any term or provision of any contract or agreement, the Charter or Bylaws of the Company, any Benefit Plan or any Applicable Law, that relates to a change of control or ownership of the Company or any similar provision, (ii) will not violate any provision of its Charter or Bylaws, and (iii) will not result in the Investor or any of its Affiliates or Permitted Transferees being (x) an "Acquiring Person" under the Amended and Restated Stockholder Rights Agreement, dated as of April 14, 2000 (the "Rights Agreement"), by and between the Company and First Chicago Trust Company of New York, a division of Equiserve, as Rights Agent, or (y) an "interested stockholder," under Section 203 of the DGCL. (b) Except as set forth on Schedule 2.3(a4.5(b), the executionno consent, delivery and performance by Company 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 Company; (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 Company’s assets under, any Contract to which Company is a party filing or by which Company or any of Company’s assets are bound; (iv) permit the acceleration of the maturity of any Indebtedness of Company; or (v) violate or conflict with any provision of the Certificate of Incorporation or bylaws of Company. (b) Except for as would not individually, or in the aggregate, be reasonably likely to have a Company Material Adverse Effect, no consents or approvals of, or filings or registrations by Company registration with, any Governmental Authority or other person is required to be obtained or made by the Company or any other Person not a Party are necessary in connection with of its Subsidiaries 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 Company and the consummation by Company of the transactions contemplated hereby and therebyhereby. (c) Company has not breached any provision of, nor is it in default under the terms of, any Material Contract to which it is a party or under which it has any rights or by which it is bound, which breach or default would give the other party to such Contract the right to cancel or terminate such contract or accelerate performance of Company’s obligations thereunder, and to Company’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 2.3(a)The execution and delivery of this Agreement by the Company does not, and the execution, delivery and performance consummation by the Company of this Agreement, the Related Agreements or any other instruments, agreements, certificates and documents transactions contemplated hereby or thereby do not and will not (i) violate any Order applicable to the certificate of incorporation or bylaws of the Company; , (ii) violate any Law; (iii) violate or conflict with, result in constitute a breach or violation of, constitute or a default (or an event which, with or without notice or lapse of time or both, would constitute such a default) underunder any indenture, permit cancellation ofmortgage, deed of trust, loan agreement, lease or result in other agreement or instrument to which the creation of any Lien upon Company or any of Company’s assets under, any Contract to which Company its subsidiaries is a party or by which any of them or any of their respective properties are bound, (iii) (assuming that the consents and approvals referred to in Section 2.5(b) are duly and timely made or obtained and that, to the extent required by applicable law, the adoption of this Agreement by the affirmative vote of the Company stockholders is obtained) violate any statute, law or regulation or any order, judgment, decree or injunction of any court or governmental authority directed to the Company or any of Company’s assets are bound; its subsidiaries or any of their properties or (iv) permit result in the acceleration creation or imposition of any lien, charge or encumbrance upon any property of the maturity Company or its subsidiaries pursuant to the agreements and instruments referred to in clause (ii), except, in the case of any Indebtedness of Company; clause (ii), (iii) or (v) violate iv), for such conflicts, breaches, violations, defaults or conflict with any provision of liens, that would not, individually or in the Certificate of Incorporation or bylaws of Companyaggregate, have a Company Material Adverse Effect. (b) Except for (i) compliance with applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the “HSR Act”) and any other applicable law analogous to the HSR Act or otherwise regulating antitrust, competition or merger control matters in foreign jurisdictions, (ii) compliance with any applicable requirements of (A) the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and any other applicable U.S. state or federal securities laws and (B) the New York Stock Exchange, (iii) filing or recordation of merger or other appropriate documents as required by Delaware Law or applicable law of other states in which the Company is qualified to do business, (iv) any governmental authorizations, consents, approvals or filings necessary for transfers of permits and licenses or made in connection with the transfer of interests in or the change of control of ownership in oil and gas properties and (v) such other authorizations, consents, approvals or filings the failure of which to obtain or make would not individuallynot, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect, no consents authorization, consent or approvals of, approval of or filings filing with any governmental authority is required to be obtained or registrations made by the Company with, any Governmental Authority or any other Person not a Party are necessary in connection with for the execution, execution and delivery and performance by the Company of this Agreement, the Related Agreements Agreement or the other instruments, agreements, certificates and documents contemplated hereby or thereby by Company and the consummation by the Company of the transactions contemplated hereby and therebyhereby. (c) Company has not breached any provision of, nor is it in default under the terms of, any Material Contract to which it is a party or under which it has any rights or by which it is bound, which breach or default would give the other party to such Contract the right to cancel or terminate such contract or accelerate performance of Company’s obligations thereunder, and to Company’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 2.3(a)disclosed in Section 4.5 of the PESI Disclosure Letter, the execution, execution and delivery and performance by Company of this AgreementAgreement by PESI does not, and the Related Agreements or any other instruments, agreements, certificates and documents consummation by PESI of the transactions contemplated hereby or thereby do not and will not (i) conflict with or violate any Order applicable to Company; the PESI Governing Documents, (ii) violate any Law; (iii) violate or conflict with, result in constitute a breach or violation of, constitute a default (or an event which, with or without notice or lapse of time or both, would constitute such a default) under, permit cancellation ofrequire consent under, or give rise to a right of termination, cancellation, creation or acceleration of any obligation, payment of any consent or similar fee, or to the loss of any benefit under, or result in the creation of any Lien upon any of Company’s the properties or assets underof PESI under any indenture, any Contract mortgage, deed of trust, loan or credit agreement, note, bond, lease or other agreement, instrument or Permit to which Company PESI is a party party, except the consent of PNC Bank, National Association (the “PESI Lender”) and the listing of the PESI Shares on the Nasdaq Capital Market (“NASDAQ”) and compliance with the Securities Act, the Exchange Act and other applicable federal and state securities laws in connection herewith; (iii) (assuming that the consents and approvals referred to in Section 4.5(b) are duly and timely made or obtained) conflict with or violate any Law or any Order of any Governmental Entity to which PESI is subject or by which Company or any of Company’s assets its properties are bound; , except, in the case of clause (ivii) permit the acceleration of the maturity of any Indebtedness of Company; or (v) violate iii), for such conflicts, breaches, violations, consent requirements, terminations, obligations, fees, loss of benefits, defaults or conflict with any provision of Liens, that have not had, and could not reasonably be expected to have, individually or in the Certificate of Incorporation or bylaws of Companyaggregate, a Material Adverse Effect. (b) Except for as would (i) compliance with any applicable requirements of (x) the Securities Act, the Exchange Act and any other applicable U.S. state or federal securities laws and (y) the NASDAQ, (ii) authorizations, consents, approvals or filings under any Environmental Laws relating to the transfer or issuance of Environmental Permits in connection with the Acquisition, (iii) consents and approvals of the PESI Lender, and (iv) such other authorizations, consents, approvals or filings the failure of which to obtain or make has not individuallyhad, and could not reasonably be expected to have, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect, no authorizations, consents or approvals of, or filings or registrations by Company with, any Governmental Authority Entity or any other Person not a Party are necessary in connection with third party is required to be obtained or made by PESI for the execution, execution and delivery and performance by PESI of this Agreement, the Related Agreements Agreement or the other instruments, agreements, certificates and documents contemplated hereby or thereby by Company and the consummation by Company PESI of the transactions contemplated hereby and therebyhereby. (c) Company has not breached any provision of, nor is it in default under the terms of, any Material Contract to which it is a party or under which it has any rights or by which it is bound, which breach or default would give the other party to such Contract the right to cancel or terminate such contract or accelerate performance of Company’s obligations thereunder, and to Company’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 the Company of this Amendment, the Voting Agreement Amendment, or the Loan Agreement Amendment, nor the performance by the Company of its 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 Company Charter or the Company Bylaws or the Company Rights Agreement. Except as set forth on in Section 4.6 of the Company Disclosure Schedule 2.3(a)attached to the Original Merger Agreement, the execution, execution and delivery and performance by the Company of this AgreementAmendment, the Related Agreements or any other instrumentsVoting Agreement Amendment and the Loan Agreement Amendment, agreements, certificates the performance by the Company of its obligations hereunder and documents contemplated hereby or thereby do not and the consummation by the Company of the Transactions in accordance with the terms of the Merger Agreement will not (i) violate any Order applicable to Company; (ii) violate any Law; (iii) violate 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 Company’s assets the properties of the Company 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 or (b) any license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which the Company is a party party, or by which the Company or any of Company’s assets are its properties is bound; (iv) permit the acceleration of the maturity of any Indebtedness of Company; or (v) violate or conflict with any provision of the Certificate of Incorporation or bylaws of Company. (b) Except for , except as would not individually, otherwise individually or in the aggregate, aggregate would not reasonably be reasonably likely expected to have a Company Material Adverse EffectEffect or to prevent or materially delay the Closing or the performance of the Merger Agreement by the Company. Other than the filings provided for in Article I of the Merger Agreement and any Regulatory Filings, no consents the execution and delivery of this Amendment by the Company, the performance by the Company of its obligations under the Merger Agreement and the consummation of the Transactions do not, require any consent, approval or approvals authorization of, or declaration, filing or registration with, any governmental or regulatory authority, except where the failure to obtain any one or more consents, approvals, or authorizations of, or declarations, filings or registrations by with any governmental or regulatory authorities, individually or in the aggregate, would not be reasonably expected either to have a Company with, any Governmental Authority Material Adverse Effect or any other Person not a Party are necessary in connection with to prevent or delay the execution, delivery and Closing or the performance of this Agreement, the Related Agreements or Merger Agreement by the other instruments, agreements, certificates and documents contemplated hereby or thereby by Company and the consummation by Company of the transactions contemplated hereby and therebyCompany. (c) Company has not breached any provision of, nor is it in default under the terms of, any Material Contract to which it is a party or under which it has any rights or by which it is bound, which breach or default would give the other party to such Contract the right to cancel or terminate such contract or accelerate performance of Company’s obligations thereunder, and to Company’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 this Agreement and the consummation by the Company of the Transactions do not and will not violate, conflict with, result in a breach of or contravene in any material respect any Applicable Law. Except as set forth on Schedule 2.3(a)3.04, the execution, delivery and performance by the Company of this Agreement, Agreement and the Related Agreements or any other instruments, agreements, certificates and documents contemplated hereby or thereby do not and consummation of the Transactions will not (ii)(A) violate any Order applicable to Company; (ii) violate any Law; (iii) violate or violate, conflict with, 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 Subsidiary is a default) under, permit cancellation ofparty or by which the Company or any Subsidiary is bound or to which any of the assets of the Virtus Business will be subject immediately following the Distribution, or (B) result in the right of termination, acceleration of or creation or imposition of any Lien upon any of Company’s the properties or assets under, any Contract to which Company is a party or by which Company or any of Company’s assets are bound; (iv) permit the acceleration of the maturity of Virtus Business, except for any Indebtedness of Company; such violations, conflicts, breaches or defaults that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (vii) violate or conflict with or violate any provision of the Certificate certificate of Incorporation incorporation or bylaws or other governing documents of Companythe Company or any Subsidiary. (b) Except for as would not individually(i) applicable filings, if any, with the Commission pursuant to the Exchange Act, including without limitations the Form 10, (ii) filings under state securities or in “blue sky” laws and (iii) filing of the aggregate, be reasonably likely to have a Company Material Adverse EffectCertificate of Designations with the Secretary of State of the State of Delaware, no consents notice to, exemption or approvals review by, consent, authorization approval or order of, or filings filing or registrations by Company 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 Company and the consummation by Company 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, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Company has not breached any provision of, nor is it in default under the terms of, any Material Contract to which it is a party or under which it has any rights or by which it is bound, which breach or default would give the other party to such Contract the right to cancel or terminate such contract or accelerate performance of Company’s obligations thereunder, and to Company’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 2.3(aSubject to the governmental filings and other matters referred to in Section 4.04(b), the execution, delivery and performance by 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. Except as set forth in Schedule 4.04, the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions (i) violate any Order applicable to Company; 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 Company’s the assets under, any Contract to which Company is a party or by which of the Company or any of Company’s assets are boundSubsidiary, 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; and (ivii) permit the acceleration of the maturity of any Indebtedness of Company; 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 Companythe Company or any Subsidiary. The Company has provided to the Investors true and complete copies of all correspondence with the NYSE relating to the Transactions. (b) Except for (i) the filings by the Company, if any, required by the HSR Act and any other applicable foreign antitrust law, regulation or rule and the expiration or termination of the applicable waiting period with respect thereto, (ii) the filings contemplated by Section 2.02, (iii) applicable filings, if any, with the Commission under the Exchange Act and the NYSE in connection with the listing of the Warrant Shares and the Conversion Shares, (iv) filings under state securities or "blue sky" laws, and (v) such customary items as would not individually, or may be required in connection with the aggregate, be reasonably likely registration of securities for public offer and sale pursuant to have a Company Material Adverse Effectthe Registration Rights Provisions, no consents consent, authorization or approvals order of, or filings filing or registrations by Company 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 Company and the consummation by Company 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) Company has not breached any provision of, nor is it in default under the terms of, any Material Contract to which it is a party or under which it has any rights or by which it is bound, which breach or default would give the other party to such Contract the right to cancel or terminate such contract or accelerate performance of Company’s obligations thereunder, and to Company’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 Documents and the consummation of the transactions contemplated hereby and thereby does not and will not contravene any Applicable Law, assuming the accuracy of the Purchasers' representations in Section 4.1(d) hereof and compliance by the Purchasers with the requirements of the Exchange Act, except where such contraventions could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The execution, delivery and performance by the Company of each of the Documents and the consummation of the transactions contemplated hereby and thereby (i) will not (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 Subsidiary 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 except, with respect to clauses (x) and (y), where the failure to satisfy the foregoing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (z) permit or cause the acceleration of the maturity of any debt or obligation of the Company or any Subsidiaries in an amount exceeding, in the aggregate, $50,000, and (ii) will not violate any provision of the Charter or the Bylaws of the Company or any Subsidiaries. (b) Except as set forth on Schedule 2.3(a3.5(b), the executionno consent, delivery and performance by Company 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 Company; (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 Company’s assets under, any Contract to which Company is a party filing or by which Company or any of Company’s assets are bound; (iv) permit the acceleration of the maturity of any Indebtedness of Company; or (v) violate or conflict with any provision of the Certificate of Incorporation or bylaws of Company. (b) Except for as would not individually, or in the aggregate, be reasonably likely to have a Company Material Adverse Effect, no consents or approvals of, or filings or registrations by Company registration with, any Governmental Authority or other person is required to be obtained or made by the Company or any other Person not a Party are necessary in connection with 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 Company and the consummation by Company of any of the transactions contemplated hereby and or thereby, except where the failure to obtain such consents, authorizations or orders, or make such filings or registrations, could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Company has not breached any provision of, nor is it in default under the terms of, any Material Contract to which it is a party or under which it has any rights or by which it is bound, which breach or default would give the other party to such Contract the right to cancel or terminate such contract or accelerate performance of Company’s obligations thereunder, and to Company’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 2.3(a)described in Section 5.4(a) of the Seller Disclosure Schedule, except to the executionextent excused by or rendered unenforceable against Buyer as a result of the Bankruptcy Case and except for the entry and effectiveness of the Confirmation Order, neither the execution and delivery and performance by Company of this Agreement, Agreement nor the Related Agreements sale by any Selling Entity of any Acquired Assets pursuant to this Agreement will (with or any other instruments, agreements, certificates and documents contemplated hereby without notice or thereby do not and will not lapse of time) (i) violate conflict with or result in any Order applicable to Company; breach of any provision of any Selling Entity’s Certificate of Incorporation or Bylaws (or similar organizational documents), (ii) violate conflict with or result in any Law; breach of any Law applicable to any Selling Entity, the Business, or the Acquired Assets, or (iii) violate or violate, conflict with, result in a any breach of, constitute a default (or an event which, which with or without the giving of notice or lapse of time time, or both, would constitute become a default) under, permit require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, any note, bond, mortgage or indenture, Contract, agreement, lease, sublease, license, Permit, franchise or other instrument or arrangement to which any of the Selling Entities is a party as of the Closing, or result in the creation of any Lien upon Encumbrance (other than a Permitted Encumbrance) as of the Closing on any of Company’s the assets under, any Contract to which Company is a party or by which Company or any of Company’s assets are bound; (iv) permit the acceleration of the maturity Selling Entities, except to the extent that any such rights of any Indebtedness termination, amendment, acceleration, suspension, revocation or cancellation as a result of Company; such Encumbrance will not be enforceable against such Acquired Asset or (v) violate or conflict Assumed Liability following the Closing in accordance with any provision of the Certificate of Incorporation or bylaws of CompanyConfirmation Order. (b) Except for as would not individually, or in the aggregate, be reasonably likely to have a Company Material Adverse Effect, no consents or approvals of, or filings or registrations by Company with, No Consent of any Governmental Authority is required to be obtained by or with respect to any other Person not a Party are necessary Selling Entity in connection with the execution, execution and delivery and performance of this Agreement, the Related Agreements or the other instruments, agreements, certificates and documents contemplated hereby or thereby by Company and the consummation by Company the Selling Entities of the transactions contemplated hereby by this Agreement, except for (i) the Consents set forth in Section 5.4(b) of the Seller Disclosure Schedule, (ii) the entry of the Confirmation Order by the Bankruptcy Court and thereby(iii) Consents to the transfer or assignment of Permits that constitute Acquired Assets. (c) Company has not breached any provision of, nor is it in default under the terms of, any Material Contract to which it is a party or under which it has any rights or by which it is bound, which breach or default would give the other party to such Contract the right to cancel or terminate such contract or accelerate performance of Company’s obligations thereunder, and to Company’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 2.3(a)Assuming the making or receipt of all filings, notices, registrations, consents, approvals, permits and authorizations described in this Section 5.5, the execution, execution and delivery and performance by Company of this Agreement and the Registration Rights Agreement, and the consummation of the transactions contemplated hereby and by the Registration Rights Agreement, the Related Agreements compliance by the Company with any of the provisions hereof or any other instrumentsof the Registration Rights Agreement, agreements, certificates and documents contemplated hereby or thereby do not and will not (i) conflict with, violate or result in any Order applicable to Company; breach of the Certificate of Incorporation, as amended, or bylaws of the Company or its Subsidiaries, (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 Company’s assets underthe properties of the Company or any of its Subsidiaries 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 the Company or any of its Subsidiaries is a party or by which 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 Entity, binding on the Company or any of Company’s assets are bound; its Subsidiaries or any of their properties or assets, excluding from the foregoing clauses (ivi), (ii) permit and (iii) 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 Company; or (v) violate or conflict with any provision transactions contemplated hereby and would not affect the validity of the Certificate issuance of Incorporation or bylaws of Companythe Common Stock. (b) Except for as would not individually(i) applicable requirements, or in if any, under Blue Sky Laws, (ii) the aggregatefiling of additional listing applications with Nasdaq, be reasonably likely to have a Company Material Adverse Effectand (iii) the filing of the Registration Statement, no consents filing, consent, approval, permit, authorization, notice, registration or approvals of, other action of or filings or registrations by Company with, with any Governmental Authority Entity is required to be made or obtained 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 Agreement and the Registration Rights Agreement, the Related Agreements issuance of the Common Stock or the other instruments, agreements, certificates and documents contemplated hereby or thereby by Company and the consummation by the Company of the transactions contemplated hereby and thereby. (c) Company has not breached any provision of, nor is it in default under the terms of, any Material Contract to which it is a party or under which it has any rights or by which it is bound, which breach or default would give the other party to such Contract the right to cancel or terminate such contract or accelerate performance of Company’s obligations thereunder, and to Company’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 the Company of this Agreement nor the consummation by the Company of the Transactions in accordance with the terms hereof will conflict with or result in a breach of any provisions of the Articles of Incorporation, Bylaws, or other organizational documents of the Company or of any Company Subsidiary. Except as set forth on Schedule 2.3(a)in Section 5.5 of the Company Disclosure Schedule, to the knowledge of the Company, the execution, execution and delivery and performance by the Company of this Agreement, Agreement and consummation by the Related Agreements or any other instruments, agreements, certificates and documents contemplated hereby or thereby do not and Company of the Transactions in accordance with the terms hereof will not (i) violate any Order applicable to Company; (ii) violate any Law; (iii) violate 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 lien, security interest, charge or encumbrance upon any of Company’s assets the properties of the Company or the Company Subsidiaries 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, deed of trust or (b) any license, permit, contract, agreement or obligation to which Company is a party or by which the Company or any of Company’s assets are bound; (iv) permit the acceleration Company Subsidiaries is a party, or by which the Company or any of the maturity Company Subsidiaries or any of any Indebtedness of Company; or (v) violate or conflict with any provision of the Certificate of Incorporation or bylaws of Company. (b) Except for their properties is bound, except as would not individually(i) prevent or delay consummation of the Merger in any material respect or otherwise prevent the Company from performing its obligations under this Agreement in any material respect, or (ii) individually or in the aggregate, reasonably be reasonably likely expected to have a Company Material Adverse Effect. Other than the filings provided for in the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), no consents and the Exchange Act or approvals applicable state securities and "Blue Sky" laws, and other than filings required by the Insurance Commissioners and state Governmental Entities with regulatory authority over the Company Subsidiaries, the execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company and consummation of the Transactions do not, require any consent, approval or authorization of, or filings declaration, filing or registrations by Company registration with, any Governmental Authority governmental or any other Person regulatory authority, except as would not a Party are necessary in connection with the execution, delivery and performance of this Agreement, the Related Agreements (A) prevent or the other instruments, agreements, certificates and documents contemplated hereby or thereby by Company and the delay consummation by Company of the transactions contemplated hereby and thereby. (c) Company has not breached any provision of, nor is it in default under the terms of, any Material Contract to which it is a party or under which it has any rights or by which it is bound, which breach or default would give the other party to such Contract the right to cancel or terminate such contract or accelerate performance of Company’s obligations thereunder, and to Company’s Knowledge, no other party to any such Contract has breached such Contract or is in default thereunder Merger in any material respectrespect or otherwise prevent the Company from performing its obligations under this Agreement in any material respect or (B) individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

No Violation; Consents. (a) The execution, delivery and performance by the Company and OpCo of each of the Financing Documents and the consummation by the Company and OpCo of the Transactions do not contravene any Applicable Law except where any such contravention would not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 2.3(a)3.4(a) of the Company Disclosure Schedule, the execution, delivery and performance by the Company and OpCo of this Agreement, each of the Related Agreements or any other instruments, agreements, certificates Financing Documents and documents contemplated hereby or thereby do not and the consummation of the Transactions (i) will not (iA) violate any Order applicable to Company; (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 or any Subsidiary is a default) under, permit cancellation ofparty or by which the Company or any such Subsidiary is bound or to which any of its or their assets is subject, or (B) result in the creation or imposition of any Lien upon any of Company’s the assets under, any Contract to which Company is a party or by which of the Company or any of Company’s assets are bound; (iv) permit Subsidiary, except for any such violations, breaches, defaults or Liens that would not, individually or in the acceleration aggregate, reasonably be expected to have a Material Adverse Effect or have a material adverse effect on the ability of the maturity of any Indebtedness of Company; Company or OpCo to perform its or their obligations under the Financing Documents and (vii) violate or does not conflict with or violate any provision of the Certificate certificate of Incorporation incorporation, by-laws or bylaws resolutions of Companythe Company or the certificate or articles of incorporation, by-laws or other similar organizational documents of the Subsidiaries. (b) Except for such consents as would not individually, or in shall have been obtained prior to the aggregate, be reasonably likely to have a Closing Date and all of which are as set forth on Schedule 3.4(b) of the Company Material Adverse EffectDisclosure Schedule, no consents consent, authorization or approvals order of, or filings filing or registrations by Company 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 OpCo for the execution, delivery and performance of this Agreement, the Related Agreements Financing Documents or the other instruments, agreements, certificates and documents contemplated hereby or thereby by Company and the consummation by the Company and OpCo of the transactions contemplated hereby and thereby. (c) 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 or a material adverse effect on the ability of the Company has not breached any provision of, nor is it in default to perform its obligations under the terms of, any Material Contract to which it is a party or under which it has any rights or by which it is bound, which breach or default would give the other party to such Contract the right to cancel or terminate such contract or accelerate performance of Company’s obligations thereunder, and to Company’s Knowledge, no other party to any such Contract has breached such Contract or is in default thereunder in any material respectFinancing Documents.

No Violation; Consents. (a) Neither the execution and delivery by the ---------------------- Company of this Agreement nor consummation by the Company of the Transactions in accordance with the terms hereof, will conflict with or result in a breach of any provisions of the Certificate of Incorporation, Bylaws, the Stockholder Agreement, or the organizational documents of the Company or any Company Subsidiary. Except as set forth on Schedule 2.3(a)in Section 5.6 of the Company Disclosure Schedule, the execution, execution and delivery and performance by the Company of this Agreement, Agreement and consummation by the Related Agreements or any other instruments, agreements, certificates and documents contemplated hereby or thereby do not and Company of the Transactions in accordance with the terms hereof will not (i) violate any Order applicable to Company; (ii) violate any Law; (iii) violate 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 lien, security interest, charge or encumbrance upon any of Company’s assets the properties of the Company or the Company Subsidiaries under, or result in being declared void, voidable or without further binding effect, any Contract of the terms, conditions or provisions of (x) any note, bond, mortgage, indenture, deed of trust or (y) any license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which Company is a party or by which the Company or any of Company’s assets are bound; (iv) permit the acceleration Company Subsidiaries is a party, or by which the Company or any of the maturity Company Subsidiaries or any of any Indebtedness of Company; or (v) violate or conflict with any provision of the Certificate of Incorporation or bylaws of Company. (b) Except for their properties is bound, except as would otherwise could not individually, or in the aggregate, reasonably be reasonably likely expected to have a Company Material Adverse Effect, no consents Effect or approvals of, or impair the Company's ability to consummate the Transactions. Other than the filings or registrations by Company with, any Governmental Authority or any other Person not a Party are necessary provided for in connection with the execution, delivery and performance Article II of this Agreement, or as may be required under, and other applicable requirements of, the Related Agreements HSR Act and other applicable competition laws or regulations, the other instrumentsExchange Act or applicable state securities and "Blue Sky" laws (collectively, agreementsthe "Regulatory Filings"), certificates the execution and documents contemplated hereby or thereby delivery of this Agreement by the ------------------- Company does not, and the performance of this Agreement by the Company and the consummation by Company of the transactions contemplated hereby and thereby. (c) Company has not breached Transactions does not, require any provision consent, approval or authorization of, nor is it in default under or declaration, filing or registration with, any governmental or regulatory authority, except where the terms failure to obtain any such consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority would not have a Company Material Contract to which it is a party or under which it has any rights or by which it is bound, which breach or default would give the other party to such Contract the right to cancel or terminate such contract or accelerate performance of Company’s obligations thereunder, and to Company’s Knowledge, no other party to any such Contract has breached such Contract or is in default thereunder in any material respectAdverse Effect.

No Violation; Consents. (a) Neither the execution and delivery by the Company of this Agreement nor the consummation by the Company of the Transactions in accordance with the terms hereof will conflict with or result in a breach of any provisions of the Articles of Incorporation, Bylaws, or other organizational documents of the Company or of any Company Subsidiary. Except as set forth on Schedule 2.3(a)in Section 5.5 of the Company Disclosure Schedule, to the knowledge of the Company, the execution, execution and delivery and performance by the Company of this Agreement, Agreement and consummation by the Related Agreements or any other instruments, agreements, certificates and documents contemplated hereby or thereby do not and Company of the Transactions in accordance with the terms hereof will not (i) violate any Order applicable to Company; (ii) violate any Law; (iii) violate 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 lien, security interest, charge or encumbrance upon any of Company’s assets the properties of the Company or the Company Subsidiaries 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, deed of trust or (b) any license, permit, contract, agreement or obligation to which Company is a party or by which the Company or any of Company’s assets are bound; (iv) permit the acceleration Company Subsidiaries is a party, or by which the Company or any of the maturity Company Subsidiaries or any of any Indebtedness of Company; or (v) violate or conflict with any provision of the Certificate of Incorporation or bylaws of Company. (b) Except for their properties is bound, except as would not individually(i) prevent or delay consummation of the Merger in any material respect or otherwise prevent the Company from performing its obligations under this Agreement in any material respect, or (ii) individually or in the aggregate, reasonably be reasonably likely expected to have a Company Material Adverse Effect. Other than the filings provided for in the Hart-Scott-Rodino Antitrusx Xxxxxxxxxxxx Xct of 1976 (the "HSR Act"), no consents and xxx Xxxxxxxx Xxx xx applicable state securities and "Blue Sky" laws, and other than filings required by the Insurance Commissioners and state Governmental Entities with regulatory authority over the Company Subsidiaries, the execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company and consummation of the Transactions do not, require any consent, approval or approvals authorization of, or filings declaration, filing or registrations by Company registration with, any Governmental Authority governmental or any other Person regulatory authority, except as would not a Party are necessary in connection with the execution, delivery and performance of this Agreement, the Related Agreements (A) prevent or the other instruments, agreements, certificates and documents contemplated hereby or thereby by Company and the delay consummation by Company of the transactions contemplated hereby and thereby. (c) Company has not breached any provision of, nor is it in default under the terms of, any Material Contract to which it is a party or under which it has any rights or by which it is bound, which breach or default would give the other party to such Contract the right to cancel or terminate such contract or accelerate performance of Company’s obligations thereunder, and to Company’s Knowledge, no other party to any such Contract has breached such Contract or is in default thereunder Merger in any material respectrespect or otherwise prevent the Company from performing its obligations under this Agreement in any material respect or (B) individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

No Violation; Consents. (a) Except as set forth Subject to receiving the consents or waivers referred to on Schedule 2.3(a)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 Company 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 provision of the certificate of incorporation, bylaws, limited liability company agreement or 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 Company’s 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 Company’s 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 Company; 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 Companya Transfer Gxxxx Xxxxxxxx Adverse Effect. (b) Except as set forth on Schedule 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 Company Seller Material Adverse Effect or a Transfer Gxxxx Xxxxxxxx Adverse Effect, no consents or approvals of, or filings or registrations by Company 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 Company and the consummation by Company of the transactions contemplated hereby and thereby. (c) Company has not breached any provision of, nor is it in default under the terms of, any Material Contract to which it is a party or under which it has any rights or by which it is bound, which breach or default would give the other party to such Contract the right to cancel or terminate such contract or accelerate performance of Company’s obligations thereunder, and to Company’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 2.3(a), the The execution, delivery delivery, and performance by Company of this Agreement, Agreement by the Related Agreements or any other instruments, agreements, certificates and documents contemplated hereby or thereby AG Companies do not and will not conflict with or result in any Violation of (i) violate any Order applicable to Company; provision of the Governing Documents of any of the AG Companies, (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 Company’s assets under, any Contract to which Company any of the AG Companies is a party party, or by which Company or (iii) any Laws applicable to any of Company’s assets are bound; the AG Companies, except, in the case of clauses (ivii) permit the acceleration of the maturity of and (iii), for any Indebtedness of Company; or (v) violate or conflict with any provision of the Certificate of Incorporation or bylaws of CompanyViolations that would not reasonably be expected have a Material Adverse Effect. (b) Except for as would not individuallyNo consent, waiver, approval, order or in the aggregate, be reasonably likely to have a Company Material Adverse Effect, no consents or approvals authorization of, or filings registration, declaration or registrations by Company filing with, any Governmental Authority Government Agency or any other Person (so as not to trigger any Violation) is required by the AG Companies as a Party are necessary in connection with result of the execution, delivery delivery, and performance of this AgreementAgreement by the AG Companies, except for (i) the Related Agreements or filing of a pre-transaction notification and report form by the other instrumentsCompany under the HSR Act, agreements, certificates and documents contemplated hereby or thereby by Company and the consummation by Company expiration or termination of the transactions contemplated hereby and thereby. (c) Company has not breached any provision of, nor is it in default under the terms of, any Material Contract to which it is a party or under which it has any rights or by which it is bound, which breach or default would give the other party to such Contract the right to cancel or terminate such contract or accelerate performance of Company’s obligations applicable waiting period thereunder, (ii) such filings and approvals as may be required by any applicable state takeover, securities or blue sky Laws, (iii) such filings in connection with any state or local Tax which is attributable to Company’s Knowledgethe transfer of legal or beneficial ownership of real property, no if any, by any of the AG Companies, (iv) such other party filings and consents as may be required under any environmental, health or safety Law pertaining to any notification, disclosure or required approval necessitated by the Acquisition or Contemplated Transactions, (v) the Company Shareholder Approval, and (vi) such Contract has breached such Contract other consents, approvals, orders, authorizations, registrations, declarations, filings, notices or is in default thereunder in any material respectpermits that, if they were not obtained or made, would not reasonably be expected have a Material Adverse Effect.

No Violation; Consents. (a) Except as set forth on Schedule 2.3(a)Assuming the making or receipt of all filings, notices, registrations, consents, approvals, permits and authorizations described in the executionfollowing paragraph, neither the execution and delivery and performance by Company such Purchaser of this Agreement and the Registration Rights Agreement, nor the Related Agreements or any other instruments, agreements, certificates and documents purchase by such Purchaser of the Preferred Stock nor the consummation by such Purchaser of the transactions contemplated hereby or thereby do not and will not (i) violate any Order applicable to Company; (ii) violate any Law; (iii) violate or conflict with, violate or result in a breach of the governing documents of such Purchaser, (ii) 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 Company’s assets underthe properties of such Purchaser pursuant to, any Contract of the terms or conditions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which Company such Purchaser is a party or by which Company it or any of Company’s its properties or assets are may be bound; , or (iviii) permit violate any statute, law, rule, regulation, writ, injunction, judgment, order or decree of any Governmental Authority, binding on such Purchaser or any of its properties or assets, excluding from the acceleration foregoing clause (ii) violations, breaches and defaults that individually or in the aggregate, would not prevent or materially delay consummation of or justify recission of the maturity of any Indebtedness of Company; or (v) violate or conflict with any provision of the Certificate of Incorporation or bylaws of Companytransactions contemplated hereby. (b) Except for as would not individually, or in the aggregate, be reasonably likely to have filing of a Company Material Adverse EffectRegistration Statement for the resale of the Common Stock contemplated by the Registration Rights Agreement, no consents filing, consent, approval, permit, authorization, notice, registration or approvals of, other action of or filings or registrations by Company with, with any Governmental Authority is required to be made or any other Person not a Party are necessary obtained by or with respect to such Purchaser in connection with the execution, execution and delivery and performance of this Agreement and the Registration Rights Agreement, the Related Agreements purchase of the Preferred Stock or the other instruments, agreements, certificates and documents contemplated hereby or thereby by Company and the consummation by Company such Purchaser of the transactions contemplated hereby and thereby. (c) Company has not breached any provision of, nor is it in default under the terms of, any Material Contract to which it is a party or under which it has any rights or by which it is bound, which breach or default would give the other party to such Contract the right to cancel or terminate such contract or accelerate performance of Company’s obligations thereunder, and to Company’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 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 each of the Equity Documents and the consummation of the Issuance (i) will not (A) violate, result in a breach of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under any Contract to which the Company is a party or by which the Company 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 assets of the Company, 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 and (ii) will not conflict with or violate any provision of the certificate of incorporation or bylaws or other governing documents of the Company. (b) Except as set forth on Schedule 2.3(a), the execution, delivery 3.4(b) and performance by Company of this Agreement, the Related Agreements or any other instruments, agreements, certificates and documents contemplated hereby or thereby do not and will not except for (i) violate any Order applicable to the filings by the Company; , if any, required by the HSR Act, (ii) violate any Law; applicable filings, if any, required by applicable federal and state securities laws and (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 Company’s assets under, any Contract to which Company is a party or by which Company or any of Company’s assets are bound; (iv) permit the acceleration of the maturity of any Indebtedness of Company; or (v) violate or conflict with any provision filing of the Certificate of Incorporation Designation with the Secretary of State of the State of Delaware, in each case, which shall be made (or bylaws of Company. (bare not required to be made) Except for as would not individually, on or in prior to the aggregate, be reasonably likely to have a Company Material Adverse EffectClosing Date, no consents consent, authorization or approvals order of, or filings filing or registrations by Company 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 execution, Company for the execution and delivery and performance of this Agreement, the Related Agreements Equity Documents or the other instruments, agreements, certificates and documents contemplated hereby or thereby by Company and the consummation by the Company 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 or a material adverse effect on the ability of the Company to consummate the transactions contemplated hereby and therebyhereby. (c) Company has not breached any provision of, nor is it in default under the terms of, any Material Contract to which it is a party or under which it has any rights or by which it is bound, which breach or default would give the other party to such Contract the right to cancel or terminate such contract or accelerate performance of Company’s obligations thereunder, and to Company’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 2.3(a), the execution, The execution and delivery by Purchaser and performance by Company Purchaser Parent 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 Company; provision of the Organizational Documents of Purchaser or Purchaser Parent, (ii) violate any Law; Order of any Governmental Authority to which Purchaser or Purchaser Parent is bound or subject, or (iii) violate or conflict withany Applicable Law, result in a breach ofother than, 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 case of any Lien upon any of Company’s assets underclauses (ii) and (iii), any Contract conflict, violation, breach, default, requirement for consents, rights of acceleration, cancellation, termination or Lien that would not reasonably be expected to which Company is a party prevent, impede or materially delay or otherwise affect in any material respect the transactions contemplated by which Company or any of Company’s assets are bound; (iv) permit the acceleration of the maturity of any Indebtedness of Company; or (v) violate or conflict with any provision of the Certificate of Incorporation or bylaws of Companythis Agreement. (b) Except for as would not individuallyNo Order or Permit issued by, or in the aggregate, be reasonably likely to have a Company Material Adverse Effect, no consents declaration or approvals offiling with, or filings notification to, or registrations by Company with, waiver from any Governmental Authority is required on the part of Purchaser or any other Person not a Party are necessary Purchaser Parent in connection with the execution, execution and delivery and performance of this Agreement or any Ancillary Agreement, the Related Agreements or the other instrumentscompliance or performance by Purchaser or Purchaser Parent with any provision contained in this Agreement or any Ancillary Agreement, agreements, certificates except for (i) the filing by or on behalf of Purchaser or its “ultimate parent entity” of notification with the Federal Trade Commission and documents contemplated hereby or thereby by Company Antitrust Division of the United States Department of Justice under the HSR Act and the consummation by Company 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 reasonably be expected to prevent, impede or materially delay or otherwise affect in any material respect the transactions contemplated hereby and therebyby this Agreement. (c) Company has not breached any provision of, nor is it in default under the terms of, any Material Contract to which it is a party or under which it has any rights or by which it is bound, which breach or default would give the other party to such Contract the right to cancel or terminate such contract or accelerate performance of Company’s obligations thereunder, and to Company’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 Issuances do not and will not contravene any Applicable Law. Except as set forth on Schedule 2.3(a)3.4 of the Company Disclosure Schedule, the execution, delivery and performance by 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 Issuances (i) will not (iA) violate any Order applicable to Company; (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, HQ Global or any other Subsidiary is a default) underparty or by which the Company, permit cancellation ofHQ Global 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 assets of the Company’s assets under, any Contract to which Company is a party or by which Company HQ Global or any of Company’s assets are bound; (iv) permit other Subsidiary, except for any such violations, breaches, defaults or Liens that would not, individually or in the acceleration aggregate, reasonably be expected to have a Material Adverse Effect or have a material adverse effect on the ability of the maturity of any Indebtedness of Company; or Company to perform its obligations under the Equity Documents and (vii) 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 the Company, HQ Global or the other Subsidiaries. (b) Except for as would not individually(i) the filings, if any, required by applicable United States federal and state securities laws which shall be made (to the extent required) on or in prior to the aggregateapplicable Closing Date, and (ii) filing of the Certificate of Designation with the Secretary of State of the State of Delaware, which shall be reasonably likely made prior to have a Company Material Adverse Effectthe Initial Closing Date, no consents consent, authorization or approvals order of, or filings filing or registrations by Company 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 Company and the consummation by the Company of the transactions contemplated hereby Issuances, or for the execution, delivery and thereby. (c) performance by the Company has not breached any provision ofof 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 Material Contract to which it is a party or under which it has any rights or by which it is bound, which breach or default would give the other party to such Contract the right to cancel or terminate such contract or accelerate performance of Company’s obligations thereunder, and to Company’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 2.3(a), Neither the execution, execution and delivery and performance by Company of this AgreementAgreement or the other Closing Documents, nor the Related Agreements consummation by the Stockholders or any other instruments, agreements, certificates and documents NDS of the transactions contemplated hereby or and thereby do not and will not (i) will violate any Order statute, law, rule, regulation, order, writ, injunction or decree of any court or administrative agency, regulatory agency or commission or other governmental authority or instrumentality (each a “Governmental Entity”) applicable to Company; the Stockholders or NDS, (ii) violate any Law; (iii) will violate or conflict with, result in a breach of, or constitute a default (or an event which, with or without notice or lapse of time time, or both, would constitute a default) under, permit cancellation or will result in the termination of, or accelerate the performance required by, or result in or allow the creation of any Lien lien, security interest, charge or encumbrance upon any of Company’s the assets underof NDS, under any Contract term or provision of (x) the Articles of Incorporation or Bylaws of NDS or (y) any contract, commitment, understanding, arrangement, agreement, or restriction of any kind or character to which Company the Stockholders or NDS is a party party, or by which Company the Stockholders or NDS, or any of Company’s their respective assets are or properties may be bound; (iv) permit the acceleration of the maturity of any Indebtedness of Company; or (v) violate or conflict with any provision of the Certificate of Incorporation or bylaws of Company. (b) Except for as would not individuallysuch filings, authorizations, consents, or approvals as may be set forth in the aggregate, be reasonably likely to have a Company Material Adverse EffectSchedule 4.3(b), no consents or approvals of, or filings or registrations by Company with, any court, Governmental Authority Entity, or with any other Person not a Party third party are necessary in connection with the execution, execution and delivery by NDS and performance the Stockholders of this Agreement, the Related Agreements or the other instruments, agreements, certificates and documents contemplated hereby or thereby by Company Agreement and the consummation by Company NDS and the Stockholders of the transactions transaction contemplated hereby hereby, and thereby. such execution, delivery, and consummation will not constitute a default (cwith or without the passage of time and/or the giving of notice) Company has not breached under any provision ofcontract, nor is it in default under the terms ofagreement, any Material Contract or Lease to which it NDS is a party or under which it has any rights or by which it is bound, which breach or default would give the other party to such Contract the right to cancel or terminate such contract or accelerate performance of Company’s obligations thereunder, and to Company’s Knowledge, no other party to any such Contract has breached such Contract contract, agreement, or is in default thereunder in any material respectlease a right of termination.

No Violation; Consents. (a) Neither the execution and delivery by the Company of this Agreement nor the consummation by the Company of the Transactions in accordance with the terms hereof will conflict with or result in a breach of any provisions of the Articles of Incorporation, Bylaws, or other organizational documents of the Company or of any Company Subsidiary. Except as set forth on Schedule 2.3(a)in Section 5.5 of the Company Disclosure Schedule, to the knowledge of the Company, the execution, execution and delivery and performance by the Company of this Agreement, Agreement and consummation by the Related Agreements or any other instruments, agreements, certificates and documents contemplated hereby or thereby do not and Company of the Transactions in accordance with the terms hereof will not (i) violate any Order applicable to Company; (ii) violate any Law; (iii) violate 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 lien, security interest, charge or encumbrance upon any of Company’s assets the properties of the Company or the Company Subsidiaries 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, deed of trust or (b) any license, permit, contract, agreement or obligation to which Company is a party or by which the Company or any of Company’s assets are bound; (iv) permit the acceleration Company Subsidiaries is a party, or by which the Company or any of the maturity Company Subsidiaries or any of any Indebtedness of Company; or (v) violate or conflict with any provision of the Certificate of Incorporation or bylaws of Company. (b) Except for their properties is bound, except as would not individually(i) prevent or delay consummation of the Merger in any material respect or otherwise prevent the Company from performing its obligations under this Agreement in any material respect, or (ii) individually or in the aggregate, reasonably be reasonably likely expected to have a Company Material Adverse Effect. Other than the filings provided for in the Exchange Act, no consents the Securities Act or approvals applicable state securities and "Blue Sky" laws, the execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company and consummation of the Transactions do not, require any consent, approval or authorization of, or filings declaration, filing or registrations by Company registration with, any Governmental Authority governmental or any other Person regulatory authority, except as would not a Party are necessary in connection with the execution, delivery and performance of this Agreement, the Related Agreements (A) prevent or the other instruments, agreements, certificates and documents contemplated hereby or thereby by Company and the delay consummation by Company of the transactions contemplated hereby and thereby. (c) Company has not breached any provision of, nor is it in default under the terms of, any Material Contract to which it is a party or under which it has any rights or by which it is bound, which breach or default would give the other party to such Contract the right to cancel or terminate such contract or accelerate performance of Company’s obligations thereunder, and to Company’s Knowledge, no other party to any such Contract has breached such Contract or is in default thereunder Merger in any material respectrespect or otherwise prevent the Company from performing its obligations under this Agreement in any material respect or (B) individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

No Violation; Consents. (a) Except as set forth on in Schedule 2.3(a)3.6 of the Company Disclosure Letter, neither the execution, execution and delivery and performance by the Company of this Agreement, the Related Agreements Option Agreement or any other instruments, agreements, certificates and documents of the Ancillary Documents to which it is a party nor the consummation by the Company of the transactions contemplated hereby or thereby do not and will not will: (ia) violate violate, conflict with or result in a breach of the respective Certificates of Incorporation or Bylaws (or equivalent organizational documents) of the Company or any Order applicable to Subsidiary of the Company; (iib) violate any Law; (iii) violate or violate, 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 Company’s assets the properties of the Company or its Subsidiaries under, or result in there being declared void, voidable, or without further binding effect, any Contract of the terms, conditions or provisions of any loan or credit agreement, note, bond, mortgage, indenture, deed of trust or any license, franchise, permit, lease, sublease, contract, agreement or other instrument, commitment or obligation (each, a "Contract" and, collectively, "Contracts") to which Company is a party or by which the Company or any of Company’s its Subsidiaries is a party, or by which the Company or any of its Subsidiaries or any of their respective properties or assets are is bound; (iv) permit the acceleration , except for any of the maturity of any Indebtedness of Company; or (v) violate or conflict with any provision of the Certificate of Incorporation or bylaws of Company. (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 Company Material Adverse Effect; (c) provided that the authorizations, no consents filings and registrations described in clause (d) of this Section 3.6 have been obtained and made, violate any Laws applicable to the Company, any Subsidiary of the Company or approvals any of their respective properties or assets except for any such violations which, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect; or (d) require any consent, approval or authorization of, or filings filing or registrations by Company 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 Company Securities Act and the Exchange Act, (B) the applicable pre-merger notification requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended and the rules and regulations thereunder (the "HSR Act"), any required filings with or approvals under the EC Merger Regulation (as hereinafter defined) and the Australian Approval (as hereinafter defined), (C) such other required filings with or approvals of foreign competition Law authorities, (D) the applicable requirements of the Communications Act of 1934, as amended (the "FCC Act"), and (E) the filing and recordation of a Certificate of Merger pursuant to the DGCL, or (ii) where the failure to obtain any such consent, approval or authorization, or to make any such filing or registration would not, individually or in the aggregate, have or reasonably be expected to have a Company Material Adverse Effect and would not prevent or materially delay consummation by Company of the transactions contemplated hereby and therebyhereby. (c) Company has not breached any provision of, nor is it in default under the terms of, any Material Contract to which it is a party or under which it has any rights or by which it is bound, which breach or default would give the other party to such Contract the right to cancel or terminate such contract or accelerate performance of Company’s obligations thereunder, and to Company’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 2.3(a)in Section 5.6 of the Company Disclosure Schedule, neither the execution, execution and delivery and performance by the Company of this AgreementAgreement nor consummation by the Company of the Transactions in accordance with the terms hereof, will conflict with or result in a breach of any provisions of the Articles of Organization, Bylaws, or the organizational documents of the Company or any Company Subsidiary. Except as set forth in Section 5.6 of the Company Disclosure Schedule, the Related Agreements or any other instruments, agreements, certificates execution and documents contemplated hereby or thereby do not delivery by the Company of this Agreement and consummation by the Company of the Transactions in accordance with the terms hereof will not (i) violate any Order applicable to Company; (ii) violate any Law; (iii) violate 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 lien, security interest, charge or encumbrance upon any of Company’s assets the properties of the Company or the Company Subsidiaries under, or result in being declared void, voidable or without further binding effect, any Contract of the terms, conditions or provisions of (x) any note, bond, mortgage, indenture, deed of trust or (y) any license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which Company is a party or by which the Company or any of Company’s assets are bound; (iv) permit the acceleration Company Subsidiaries is a party, or by which the Company or any of the maturity Company Subsidiaries or any of any Indebtedness of Company; or (v) violate or conflict with any provision of the Certificate of Incorporation or bylaws of Company. (b) Except for their properties is bound, except as otherwise would not individually, or in the aggregate, be reasonably likely to have a Company Material Adverse Effect, no consents or approvals of, or . Other than the filings or registrations by Company with, any Governmental Authority or any other Person not a Party are necessary provided for in connection with the execution, delivery and performance Article II of this Agreement, the Related Agreements Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 (xxx "XXX XXX"), xxe antitrust and competition laws of foreign countries, the Exchange Act, the Securities Act, or applicable state securities and "Blue Sky" laws (collectively, the other instruments"REGULATORY FILINGS"), agreementsthe execution and delivery of this Agreement by the Company does not, certificates and documents contemplated hereby or thereby the performance of this Agreement by the Company and the consummation by Company of the transactions contemplated hereby and thereby. (c) Company has not breached Transactions does not, require any provision consent, approval or authorization of, nor is it in default under or declaration, filing or registration with, any governmental or regulatory authority, except where the terms failure to obtain any such consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority would not have a Company Material Contract to which it is a party or under which it has any rights or by which it is bound, which breach or default would give the other party to such Contract the right to cancel or terminate such contract or accelerate performance of Company’s obligations thereunder, and to Company’s Knowledge, no other party to any such Contract has breached such Contract or is in default thereunder in any material respectAdverse Effect.

No Violation; Consents. (a) Except as set forth on Schedule 2.3(a)in Section 5.6(a) of the Company Disclosure Schedule, neither the execution, execution and delivery and performance by the Company of this AgreementAgreement nor consummation by the Company of the Transactions in accordance with the terms hereof, will conflict with or result in a breach of any provisions of the Company Certificate or the Company Bylaws or any comparable organizational documents of any Company Subsidiary. Except as set forth in Section 5.6(a) of the Company Disclosure Schedule, the Related Agreements or any other instruments, agreements, certificates execution and documents contemplated hereby or thereby do not delivery by the Company of this Agreement and consummation by the Company of the Transactions in accordance with the terms hereof will not (i) violate any Order applicable to Company; (ii) violate any Law; (iii) violate violate, or conflict with, or result in (x) a breach violation of any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected or (y) any provision of, or constitute a default (or an event which, with 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 Lien, upon any of Company’s the properties or assets of the Company or the Company Subsidiaries under, or result in being declared void, voidable or without further binding effect, any Contract of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation (collectively, "Contracts") to --------- which Company is a party or by which the Company or any of Company’s assets are bound; (iv) permit the acceleration Company Subsidiaries is a party, or by which the Company or any of the maturity Company Subsidiaries or any of any Indebtedness of Company; or (v) violate or conflict with any provision of the Certificate of Incorporation or bylaws of Company. (b) Except for their properties is bound, except in each such case as would not individuallynot, individually or in the aggregate, reasonably be reasonably likely expected to have a Company Material Adverse Effect, no consents or approvals of, or . Other than the filings or registrations by Company with, any Governmental Authority or any other Person not a Party are necessary provided for in connection with the execution, delivery and performance Article I of this Agreement, the Related Agreements Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), the Securities Exchange Act of 1934, as amended (the ------- "Exchange Act"), the Securities Act or applicable state securities and "Blue ------------ Sky" laws, the other instrumentsCommunications Act of 1934, agreementsas amended, certificates and documents contemplated hereby any regulations promulgated thereunder (the "Communications Act"), the rules and regulations of ------------------ local, state, or thereby foreign PUCs (the "PUC Regulations"), and the applicable local, --------------- state, or foreign laws regulating the telecommunications industry (the "Utility ------- Laws") (collectively, the "Regulatory Filings") the execution and delivery of ---- ------------------ this Agreement by the Company does not, and the performance of this Agreement by the Company and consummation of the Transactions does not, require any consent, approval or authorization of, or declaration, filing or registration with, any Governmental Entity, except where the failure to obtain any such consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (b) Section 5.6(b) of the Company Disclosure Letter sets forth a correct and complete list of all material Contracts to which the Company or any Company Subsidiaries are a party or by which they or their assets or properties is bound or affected under which consents or waivers are required prior to consummation by Company of the transactions contemplated hereby by this Agreement and therebythe Transactions. (c) Company has not breached any provision of, nor is it in default under the terms of, any Material Contract to which it is a party or under which it has any rights or by which it is bound, which breach or default would give the other party to such Contract the right to cancel or terminate such contract or accelerate performance of Company’s obligations thereunder, and to Company’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 2.3(a)in Section 5.6 of the Company Disclosure Schedule, neither the execution, execution and delivery and performance by the Company of this AgreementAgreement nor consummation by the Company of the Transactions in accordance with the terms hereof, will conflict with or result in a breach of any provisions of the Company Charter or the Company Bylaws or the Company Rights Agreement (as defined in Section 5.26). Except as set forth in Section 5.6 of the Company Disclosure Schedule, the Related Agreements or any other instruments, agreements, certificates execution and documents contemplated hereby or thereby do not delivery by the Company of this Agreement and consummation by the Company of the Transactions in accordance with the terms hereof will not (i) violate any Order applicable to Company; (ii) violate any Law; (iii) violate 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 lien, security interest, charge or encumbrance ("Lien") upon any of Company’s assets the properties of the Company 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 or (b) any license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which the Company is a party party, or by which the Company or any of Company’s assets are its properties is bound; (iv) permit the acceleration of the maturity of any Indebtedness of Company; or (v) violate or conflict with any provision of the Certificate of Incorporation or bylaws of Company. (b) Except for , except as otherwise would not individually, or in the aggregate, be reasonably likely to have a Company Material Adverse Effect, no consents or approvals of, or . Other than the filings or registrations by Company with, any Governmental Authority or any other Person not a Party are necessary provided for in connection with the execution, delivery and performance Article I of this Agreement, the Related Agreements Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Securities Act or applicable state securities and "Blue Sky" laws (collectively, the other instruments"Regulatory Filings"), agreementsthe execution and delivery of this Agreement by the Company does not, certificates and documents contemplated hereby or thereby the performance of this Agreement by the Company and the consummation by Company of the transactions contemplated hereby and thereby. (c) Company has not breached Transactions does not, require any provision consent, approval or authorization of, nor is it in default under or declaration, filing or registration with, any governmental or regulatory authority, except where the terms failure to obtain any such consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority would not have a Company Material Contract to which it is a party or under which it has any rights or by which it is bound, which breach or default would give the other party to such Contract the right to cancel or terminate such contract or accelerate performance of Company’s obligations thereunder, and to Company’s Knowledge, no other party to any such Contract has breached such Contract or is in default thereunder in any material respectAdverse Effect.

No Violation; Consents. (a) Except as set forth on Schedule 2.3(aSubject to the filing and consents referred to in Section 3.4(b), the execution, delivery and performance by the Company of this Agreement, each of the Related Agreements or any other instruments, agreements, certificates applicable Equity Documents and documents contemplated hereby or thereby 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, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or materially impair the benefit of IDT's investment hereunder or its ability to exercise the Warrants. The execution, delivery and performance by the Company of each of the applicable Equity Documents and the consummation of the Transactions (i) violate any Order applicable to Company; 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, or result in the creation of any Lien upon any of Company’s assets under, under any Contract to which the Company or any STAR Subsidiary is a party or by which the Company or any STAR Subsidiary is bound or to which any of Company’s their respective assets are bound; is subject, or (ivB) permit result in the acceleration creation or imposition of any mortgage, pledge, lien, security interest, claim, restriction, charge or encumbrance of any kind ("LIEN") upon any of the maturity assets of the Company or any Indebtedness of Company; STAR Subsidiary, except for any such violations, breaches, defaults or Liens that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect and (vii) violate or will not conflict with or violate any provision of the Second Amended and Restated Certificate of Incorporation or bylaws Bylaws of Companythe Company currently in effect or in effect as of the Closing. (b) Except for (i) applicable filings, if any, required by applicable federal and state securities laws and identified in Schedule 3.4(b) hereto, and (ii) applicable filings, if any, required by the Federal Communication Commission and state public utility commissions which, in each case referred to in clauses (i) - (ii), shall be made on or prior to the date of the Closing, and except as contemplated by the Warrants and 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 the Company or any subsidiary of the Company for the execution and delivery of the Equity Documents or the consummation by the Company of the Transactions 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 Company Material Adverse Effect, no consents Effect or approvals of, or filings or registrations by Company with, any Governmental Authority or any other Person not a Party are necessary in connection with material adverse effect on the execution, delivery and performance of this Agreement, the Related Agreements or the other instruments, agreements, certificates and documents contemplated hereby or thereby by Company and the consummation by Company ability of the transactions contemplated hereby and therebyCompany to consummate the Transactions or materially impair the benefit of IDT's investment hereunder or its ability to exercise the Warrants. (c) Company has not breached any provision of, nor is it in default under the terms of, any Material Contract to which it is a party or under which it has any rights or by which it is bound, which breach or default would give the other party to such Contract the right to cancel or terminate such contract or accelerate performance of Company’s obligations thereunder, and to Company’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 2.3(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 Company 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 provision of the Governing Documents of, or resolutions of the 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 Company’s assets Person the 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 Company is a party note, bond, mortgage, indenture, license or by which Company or any of Company’s assets are bound; agreement. Clauses (ii), (iii), (iv) permit the acceleration of the maturity of any Indebtedness of Company; 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 Companya 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 Company 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 Company and the consummation by Company of the transactions contemplated hereby and thereby. (c) Company has not breached any provision of, nor is it in default under the terms of, any Material Contract to which it is a party or under which it has any rights or by which it is bound, which breach or default would give the other party to such Contract the right to cancel or terminate such contract or accelerate performance of Company’s obligations thereunder, and to Company’s Knowledge, no other party to any such Contract has breached such Contract or is in default thereunder in any material respect.