Common use of No Violation; Consents Clause in Contracts

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

No Violation; Consents. Except as set forth in Section 5.6 of the Company Disclosure Schedule, neither the (a) The execution and delivery by the Company of this Agreement nor consummation by the Company of the Transactions in accordance with the terms hereof, will conflict with or result in a breach of any provisions of the Articles of Organization, Bylaws, or the organizational documents of the Company or any Company Subsidiary. Except as set forth in Section 5.6 of the Company Disclosure Schedule, the execution and delivery by the Company of this Agreement and the Voting Agreement by Energy does not, and consummation by the Company Energy of the Transactions in accordance with transactions contemplated hereby and thereby will not, (i) violate the terms hereof will not violatecertificate of formation or the Partnership Agreement of Energy, or conflict with, or result in (ii) constitute a breach of any provision or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute such a default) underunder any indenture, mortgage, deed of trust, loan agreement, lease or result other agreement or instrument (collectively, “Contracts”) to which Energy or Abraxas Operating 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 4.6(b) are duly and timely made or obtained and that the termination Energy Unitholder Approval is obtained) violate any Law applicable to Energy or in a right Abraxas Operating or any of termination or cancellation oftheir properties, or accelerate the performance required by, or (iv) result in the creation or imposition of any lien, security interest, charge or encumbrance Lien upon any property of Energy or Abraxas Operating pursuant to the properties of the Company or the Company Subsidiaries underagreements and instruments referred to in clause (ii), or result (v) cause the transactions contemplated by this Agreement to be subject to Takeover Laws, except, in being declared voidthe case of clauses (ii), voidable or without further binding effect(iii), any of the terms(iv), conditions or provisions of (x) any note, bond, mortgage, indenture, deed of trust or (y) any licensev), franchisefor such conflicts, permitbreaches, leaseviolations, contractdefaults, agreement or other instrument, commitment or obligation to which the Company or any of the Company Subsidiaries is a partyLiens, or by which subjection, that would not, individually or in the Company or any of the Company Subsidiaries or any of their properties is boundaggregate, except as otherwise would not have a Company an Energy Material Adverse Effect. Other than . (b) Except for (i) expiration or termination of any waiting period applicable to the filings provided for in Article II of transactions contemplated by this Agreement, Agreement under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 (xxx "XXX Xxx"), xxe antitrust and competition laws of foreign countries, the Exchange 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 state securities Law of other states in which Energy is qualified to do business, (iv) any governmental consents necessary for transfers of permits and "Blue Sky" laws licenses and (collectivelyv) such other authorizations, consents, approvals or filings the "Regulatory Filings")failure of which to obtain or make would not, individually or in the aggregate, have an Energy Material Adverse Effect, no authorization, consent or approval of or filing with any Governmental Authority is required to be obtained or made by Energy or any ultimate parent entity or controlling person of Energy for the execution and delivery by either of them of this Agreement or the consummation by the Company does not, and the performance either of this Agreement by the Company and consummation them of the Transactions does not, require any consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority, except where the failure to obtain any such consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority would not have a Company Material Adverse Effecttransactions contemplated hereby.

No Violation; Consents. Except as set forth in Section 5.6 of the Company Disclosure Schedule, neither the (a) The execution and delivery by the Company of this Agreement nor consummation by the Company of the Transactions in accordance with the terms hereof, will conflict with or result in a breach of any provisions of the Articles of Organization, Bylaws, or the organizational documents of the Company or any Company Subsidiary. Except as set forth in Section 5.6 of the Company Disclosure Schedule, the execution and delivery by the Company of this Agreement and the Voting Agreement by Abraxas does not, and consummation by the Company Abraxas of the Transactions in accordance with transactions contemplated hereby and thereby will not, (i) violate the terms hereof will not violatearticles of incorporation or bylaws of Abraxas, or conflict with, or result in (ii) constitute a breach of any provision or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute such a default) under, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, or result in the creation of under any lien, security interest, charge or encumbrance upon any of the properties of the Company or the Company Subsidiaries under, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of (x) any note, bond, mortgage, indenture, deed of trust or (y) any license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation Contracts to which the Company Abraxas or any of the Company its Subsidiaries is a party, party or by which the Company any of them or any of their respective properties are bound, (iii) (assuming that the Company 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 is boundproperties, except as otherwise (iv) result in the creation or imposition of any Lien upon any property of Abraxas or any of its Subsidiaries pursuant to the agreements and instruments referred to in clause (ii), or (v) cause the transactions contemplated by this Agreement to be subject to Takeover Laws, except, in the case of clauses (ii), (iii) or (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 not, individually or in the aggregate, have a Company an Abraxas Material Adverse Effect. Other than . (b) Except for (i) expiration or termination of any waiting period applicable to the filings provided for in Article II of transactions contemplated by this Agreement, Agreement under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 (xxx "XXX Xxx"), xxe antitrust and competition laws of foreign countries, the Exchange 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 state securities Law of other states in which Abraxas is qualified to do business, (iv) any governmental consents necessary for transfers of permits and "Blue Sky" laws licenses and (collectivelyv) such other authorizations, consents, approvals or filings the "Regulatory Filings")failure of which to obtain or make would not, individually or in the aggregate, have an Abraxas Material Adverse Effect, no authorization, consent or approval of or filing with any Governmental Authority is required to be obtained or made by Abraxas or any ultimate parent entity or controlling person of Abraxas for the execution and delivery by either of them of this Agreement or the consummation by the Company does not, and the performance either of this Agreement by the Company and consummation them of the Transactions does not, require any consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority, except where the failure to obtain any such consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority would not have a Company Material Adverse Effecttransactions contemplated hereby.

No Violation; Consents. Except as set forth (a) Assuming the making or receipt of all filings, notices, registrations, consents, approvals, permits and authorizations described in this Section 5.6 of the Company Disclosure Schedule, neither the execution and delivery by the Company of this Agreement nor consummation by the Company of the Transactions in accordance with the terms hereof, will conflict with or result in a breach of any provisions of the Articles of Organization, Bylaws, or the organizational documents of the Company or any Company Subsidiary. Except as set forth in Section 5.6 of the Company Disclosure Schedule5.5, the execution and delivery of this Agreement, the 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 this the provisions hereof or of the Registration Rights Agreement and consummation by the Company of the Transactions in accordance with the terms hereof Warrants, will not violate, or (i) conflict with, violate or result in a any breach of any provision the Certificate of Incorporation, as amended, or by-laws of the Company or its Subsidiaries, (ii) result in a violation or breach of, or constitute a default (with or an event which, with without due notice or lapse of time or both, would constitute ) a default) under, default or result in the termination or in a give rise to any right of termination termination, cancellation or cancellation of, or accelerate the performance required byacceleration under, or result in the creation of any lien, security interest, charge Lien on or encumbrance upon against any of the properties of the Company or the Company any of its Subsidiaries under, or result in being declared void, voidable or without further binding effect, pursuant to any of the terms, terms or 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 instrument or obligation to which the Company or any of the Company its Subsidiaries is a party, 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 the Company its Subsidiaries or any of their properties is boundor assets, except as otherwise excluding from the foregoing clauses (i), (ii) and (iii) conflicts, violations, breaches, defaults, rights of termination, cancellation or acceleration, and liens which, individually or in the aggregate, would not have a Company Material Adverse Effect. Other than , would not prevent or materially delay consummation of the filings provided transactions contemplated hereby and would not affect the validity of the issuance of the Common Stock. (b) Except for (i) applicable requirements, if any, under Blue Sky Laws, (ii) the filing of additional listing applications with Nasdaq, and (iii) the filing of the Registration Statement, no filing, consent, approval, permit, authorization, notice, registration or other action of or with any Governmental Entity is required to be made or obtained by or with respect to the Company or any of its Subsidiaries in Article II of this Agreement, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 (xxx "XXX Xxx"), xxe antitrust and competition laws of foreign countries, the Exchange Act, the Securities Act, or applicable state securities and "Blue Sky" laws (collectively, the "Regulatory Filings"), connection with the execution and delivery of this Agreement, the Registration Rights Agreement and the Warrants, the issuance of the Common Stock or the consummation by the Company does not, and the performance of this Agreement by the Company and consummation of the Transactions does not, require any consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority, except where the failure to obtain any such consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority would not have a Company Material Adverse Effecttransactions contemplated hereby and thereby.

No Violation; Consents. Except as set forth (a) Subject to the governmental filings and other matters referred to in Section 5.6 of 4.04(b), the Company Disclosure Scheduleexecution, neither the execution delivery and delivery performance by the Company of this Agreement nor 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 accordance with the terms hereofaggregate, will conflict with or result in reasonably be expected to have a breach of any provisions of the Articles of Organization, Bylaws, or the organizational documents of the Company or any Company SubsidiaryMaterial Adverse Effect. Except as set forth in Section 5.6 of the Company Disclosure ScheduleSchedule 4.04, the execution execution, delivery and delivery performance by the Company of this Agreement and the consummation by the Company of the Transactions in accordance with the terms hereof (i) will not (A) violate, or conflict with, or result in a breach of any provision of, or constitute a default (with or an event which, with without due notice or lapse of time or both) a default (or give rise to any right of termination, would constitute a defaultcancellation or acceleration) underunder any Contract, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, or (B) result in the creation or imposition of any lien, security interest, charge or encumbrance Lien upon any of the properties assets of the Company or any Subsidiary, except for any such violations, breaches, defaults or Liens that would not, individually or in the Company Subsidiaries underaggregate, reasonably be expected to have a Material Adverse Effect; and (ii) will not conflict with or result in being declared void, voidable or without further binding effect, violate any provision of the terms, conditions certificate of incorporation or provisions of (x) any note, bond, mortgage, indenture, deed of trust or (y) any license, franchise, permit, lease, contract, agreement by-laws or other instrument, commitment or obligation to which governing documents of the 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 Company Subsidiaries is a partyapplicable waiting period with respect thereto, or (ii) the filings contemplated by which Section 2.02, (iii) applicable filings, if any, with the Company or any Commission under the Exchange Act and the NYSE in connection with the listing of the Company Subsidiaries or any of their properties is boundWarrant Shares and the Conversion Shares, except as otherwise would not have a Company Material Adverse Effect. Other than the (iv) filings provided for in Article II of this Agreement, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 (xxx "XXX Xxx"), xxe antitrust and competition laws of foreign countries, the Exchange Act, the Securities Act, or applicable under state securities and or "Blue Skyblue sky" laws (collectively, the "Regulatory Filings"), the execution and delivery of this Agreement by the Company does notlaws, and (v) such customary items as may be required in connection with the performance registration of this Agreement by securities for public offer and sale pursuant to the Company and consummation of the Transactions does notRegistration Rights Provisions, require any no consent, approval authorization or authorization order of, or declaration, filing or registration with, any governmental Governmental Authority or regulatory authorityother Person is required to be obtained or made by the Company or any Subsidiary for the execution, delivery and performance of this Agreement or the consummation of the Transactions, except where the failure to obtain any such consentconsents, approval authorizations or authorization oforders, or declarationto make such filings or registrations, filing would not, individually or registration within the aggregate, any governmental or regulatory authority would not reasonably be expected to have a Company Material Adverse Effect.

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

No Violation; Consents. (a) Except as set forth disclosed in Section 5.6 4.5 of the Company PESI Disclosure Schedule, neither the execution and delivery by the Company of this Agreement nor consummation by the Company of the Transactions in accordance with the terms hereof, will conflict with or result in a breach of any provisions of the Articles of Organization, Bylaws, or the organizational documents of the Company or any Company Subsidiary. Except as set forth in Section 5.6 of the Company Disclosure ScheduleLetter, the execution and delivery by the Company of this Agreement by PESI does not, and the consummation by the Company PESI of the Transactions in accordance with the terms hereof transactions contemplated hereby will not violate(i) conflict with or violate the PESI Governing Documents, or conflict with, or result in (ii) constitute a breach of any provision or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute such a default) under, require consent under, or result in the termination or in give rise to a right of termination termination, cancellation, creation or cancellation ofacceleration of any obligation, payment of any consent or similar fee, or accelerate to the performance required byloss of any benefit under, or result in the creation of any lien, security interest, charge or encumbrance Lien upon any of the properties or assets of PESI under any indenture, mortgage, deed of trust, loan or credit agreement, note, bond, lease or other agreement, instrument or Permit to which PESI is a party, except the consent of PNC Bank, National Association (the “PESI Lender”) and the listing of the Company 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 the Company Subsidiaries under, obtained) conflict with or result in being declared void, voidable violate any Law or without further binding effect, any Order of any Governmental Entity to which PESI is subject or by which any of its properties are bound, except, in the termscase of clause (ii) or (iii), conditions for such conflicts, breaches, violations, consent requirements, terminations, obligations, fees, loss of benefits, defaults or provisions Liens, that have not had, and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) Except for (i) compliance with any applicable requirements of (x) any note, bond, mortgage, indenture, deed of trust or (y) any license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which the Company or any of the Company Subsidiaries is a party, or by which the Company or any of the Company Subsidiaries or any of their properties is bound, except as otherwise would not have a Company Material Adverse Effect. Other than the filings provided for in Article II of this Agreement, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 (xxx "XXX Xxx"), xxe antitrust and competition laws of foreign countries, the Exchange Act, the Securities Act, the Exchange Act and any other applicable U.S. state or applicable state federal securities laws and "Blue Sky" laws (collectivelyy) the NASDAQ, (ii) authorizations, consents, approvals or filings under any Environmental Laws relating to the "Regulatory Filings")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 had, and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, no authorizations, consents or approvals of, or filings with, any Governmental Entity or any third party is required to be obtained or made by PESI for the execution and delivery by PESI of this Agreement or the consummation by the Company does not, and the performance of this Agreement by the Company and consummation PESI of the Transactions does not, require any consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority, except where the failure to obtain any such consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority would not have a Company Material Adverse Effecttransactions contemplated hereby.

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

No Violation; Consents. Except as set forth in Section 5.6 of the Company Disclosure Schedule(a) The execution, neither the execution delivery and delivery performance by the Company of this Agreement nor and the consummation by the Company of the Transactions in accordance with the terms hereofdo not and will not violate, will conflict with or with, result in a breach of or contravene in any provisions of the Articles of Organization, Bylaws, or the organizational documents of the Company or material respect any Company SubsidiaryApplicable Law. Except as set forth in Section 5.6 of the Company Disclosure Scheduleon Schedule 3.04, the execution execution, delivery and delivery performance by the Company of this Agreement and the consummation by the Company of the Transactions in accordance with the terms hereof will not (i)(A) violate, or conflict with, or result in a breach of any provision of, or constitute a default (with or an event which, with without due notice or lapse of time or both, would constitute ) a default) under, default (or result in the termination or in a give rise to any right of termination termination, cancellation or cancellation of, or accelerate the performance required by, or result in the creation of acceleration) under any lien, security interest, charge or encumbrance upon any of the properties of the Company or the Company Subsidiaries under, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of (x) any note, bond, mortgage, indenture, deed of trust or (y) any license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation Contract to which the Company or any of the Company Subsidiaries Subsidiary is a party, party 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 the properties or assets of the Virtus Business, except for any such violations, conflicts, breaches or defaults that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (ii) conflict with or violate any provision of the certificate of incorporation or bylaws or other governing documents of the Company Subsidiaries or any of their properties is boundSubsidiary. (b) Except for (i) applicable filings, except as otherwise would not have a Company Material Adverse Effect. Other than if any, with the filings provided for in Article II of this Agreement, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 (xxx "XXX Xxx"), xxe antitrust and competition laws of foreign countries, Commission pursuant to the Exchange Act, including without limitations the Securities ActForm 10, or applicable (ii) filings under state securities or “blue sky” laws and "Blue Sky" laws (collectively, the "Regulatory Filings"), the execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company and consummation iii) filing of the Transactions does notCertificate of Designations with the Secretary of State of the State of Delaware, require any no notice to, exemption or review by, consent, authorization approval or authorization order of, or declaration, filing or registration with, any governmental Governmental Authority or regulatory authorityother Person is required to be obtained or made by the Company, or any Subsidiary for the execution, delivery and performance of this Agreement or the consummation of the Transactions, except where the failure to obtain any such consentconsents, approval authorizations or authorization oforders, or declarationmake such filings or registrations, filing would not, individually or registration within the aggregate, any governmental or regulatory authority would not reasonably be expected to have a Company Material Adverse Effect.

No Violation; Consents. Except as set forth in Section 5.6 of the Company Disclosure Schedule, neither the (a) The execution and delivery of this Agreement by the Company of this Agreement nor does not, and the consummation by the Company of the Transactions in accordance with transactions contemplated hereby will not (i) violate the terms hereofcertificate of incorporation or bylaws of the Company, will conflict with or result in (ii) constitute a breach of any provisions of the Articles of Organization, Bylaws, or the organizational documents of the Company or any Company Subsidiary. Except as set forth in Section 5.6 of the Company Disclosure Schedule, the execution and delivery by the Company of this Agreement and consummation by the Company of the Transactions in accordance with the terms hereof will not violate, or conflict with, or result in a breach of any provision violation of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute such a default) under, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, or result in the creation of under any lien, security interest, charge or encumbrance upon any of the properties of the Company or the Company Subsidiaries under, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of (x) any note, bondindenture, mortgage, indenture, deed of trust trust, loan agreement, lease or (y) any license, franchise, permit, lease, contract, other agreement or other instrument, commitment or obligation instrument to which the Company or any of the Company Subsidiaries its subsidiaries is a party, 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 the Company Subsidiaries its subsidiaries or any of their properties is boundor (iv) result in the creation or imposition of any lien, except as otherwise would not have a charge or encumbrance upon any property of the Company Material Adverse Effect. Other than or its subsidiaries pursuant to the filings provided for agreements and instruments referred to in Article II of this Agreement, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 clause (xxx "XXX Xxx"ii), xxe antitrust and competition laws except, in the case of foreign countries, the Exchange Act, the Securities Act, or applicable state securities and "Blue Sky" laws clause (collectively, the "Regulatory Filings"ii), the execution and delivery of this Agreement by the Company does (iii) or (iv), for such conflicts, breaches, violations, defaults or liens, that would not, and individually or in the performance of this Agreement by the Company and consummation of the Transactions does notaggregate, require any consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority, except where the failure to obtain any such consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority would not have a Company Material Adverse Effect. (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, individually or in the aggregate, have a Company Material Adverse Effect, no authorization, consent or approval of or filing with any governmental authority is required to be obtained or made by the Company for the execution and delivery by the Company of this Agreement or the consummation by the Company of the transactions contemplated hereby.

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

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

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

No Violation; Consents. Except as set forth (a) Subject to the governmental filings and other matters referred to in Section 5.6 of 3.04(b), the Company Disclosure Scheduleexecution, neither the execution delivery and delivery performance by the Company of this Agreement nor 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 accordance with the terms hereofaggregate, reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 3.04, the execution, delivery and performance by the Company of each of the Equity Documents and the consummation of the Transactions (i) will conflict with or not (A) violate, result in a breach of any provisions of the Articles of Organization, Bylaws, or the organizational documents of the Company or any Company Subsidiary. Except as set forth in Section 5.6 of the Company Disclosure Schedule, the execution and delivery by the Company of this Agreement and consummation by the Company of the Transactions in accordance with the terms hereof will not violate, or conflict with, or result in a breach of any provision of, or constitute a default (with or an event which, with without due notice or lapse of time or both, would constitute ) a default) under, default (or result in the termination or in a give rise to any right of termination termination, cancellation or cancellation of, or accelerate the performance required by, or result in the creation of acceleration) under any lien, security interest, charge or encumbrance upon any of the properties of the Company or the Company Subsidiaries under, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of (x) any note, bond, mortgage, indenture, deed of trust or (y) any license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation Contract to which the Company or any of the Company Subsidiaries Subsidiary is a party, party or by which the Company or any Subsidiary is bound or to 21 16 which any of the assets of the Enterprise Communications Business will be subject immediately following the Distribution, or (B) result in the creation or imposition of any Lien upon any of the assets of the Enterprise Communications Business, 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 Subsidiaries or any of their properties is bound, except as otherwise would not have a Company Material Adverse Effect. Other than Subsidiary. (b) Except for (i) the filings provided for in Article II by Lucent and the Company, if any, required by the HSR Act and the expiration or termination of this Agreementthe applicable waiting period with respect thereto, (ii) applicable filings, if any, with the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 (xxx "XXX Xxx"), xxe antitrust and competition laws of foreign countries, Commission pursuant to the Exchange Act, the Securities Act, or applicable (iii) filings under state securities and or "Blue Skyblue sky" laws laws, (collectively, iv) filing of the "Regulatory Filings"), Certificate of Designation with the execution and delivery Secretary of this Agreement by State of the Company does notState of Delaware, and (v) such customary items as may be required in connection with the performance registration of this Agreement by securities for public offer and sale pursuant to the Company and consummation of the Transactions does notRegistration Rights Provisions, require any no consent, approval authorization or authorization order of, or declaration, filing or registration with, any governmental Governmental Authority or regulatory authorityother Person is required to be obtained or made by the Company, Lucent or any Subsidiary for the execution, delivery and performance of any of the Equity Documents or the consummation of the Transactions, except where the failure to obtain any such consentconsents, approval authorizations or authorization oforders, or declarationmake such filings or registrations, filing would not, individually or registration within the aggregate, any governmental or regulatory authority would not reasonably be expected to have a Company Material Adverse Effect.

No Violation; Consents. (a) Except as set forth in on Section 5.6 6.3(a) of the Company Purchaser’s Disclosure Schedule, neither and subject to obtaining the execution and delivery by the Company of this Agreement nor consummation by the Company Purchaser Approvals set forth on Section 6.3(b) 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 Purchaser’s Disclosure Schedule, the execution and delivery by the Company Purchaser of this Agreement and the consummation by the Company Purchaser of the Transactions in accordance with the terms hereof transactions contemplated hereby do not and will not not: (i) violate, or contravene, conflict with, with or result in a the breach of any provision of the Governing Documents of, or constitute a default resolutions of the board of directors of, the Purchaser, (ii) violate, contravene, conflict with, result in the breach of or an event whichgive rise to any right to revoke, withdraw, suspend, modify or terminate any Approval or Consent to which the Purchaser is bound or subject, (iii) violate, contravene, conflict with notice or lapse of time or both, would constitute a default) under, or result in the termination breach of any Applicable Law or (iv) permit any Person the right to declare a default or in a right of termination or cancellation ofexercise any remedy under, or to accelerate the maturity, performance required byor payment of or to cancel, terminate or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties of the Company or the Company Subsidiaries under, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of (x) modify any note, bond, mortgage, indenture, deed license or agreement. Clauses (ii), (iii) and (iv) shall not apply to any conflict, violation, breach, default, requirement for Consents, rights of trust acceleration, cancellation, termination or (y) any license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which the Company or any of the Company Subsidiaries is a party, or by which the Company or any of the Company Subsidiaries or any of their properties is bound, except as otherwise Encumbrance that would not have reasonably be expected to have, individually or in the aggregate, a Company Purchaser Material Adverse Effect. Other than . (b) Except for such Purchaser Approvals set forth on Section 6.3(b) of the filings provided for in Article II of this AgreementPurchaser’s Disclosure Schedule, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 (xxx "XXX Xxx"), xxe antitrust and competition laws of foreign countries, the Exchange Act, the Securities Actno Approval or Consent issued by, or applicable state securities declaration or filing with, or notification to, or waiver from any Person, exclusive of internal and "Blue Sky" laws (collectivelycorporate authorizations that have been obtained, is required on the "Regulatory Filings"), part of the Purchaser in connection with the execution and delivery of this Agreement Agreement, or the performance by the Company does not, and the performance Purchaser of any provision contained in this Agreement by the Company and consummation of the Transactions does not, require any consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authorityAgreement, except where for any such requirements the failure of which to obtain any such consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority make would not have reasonably be expected to have, individually or in the aggregate, a Company Purchaser Material Adverse Effect.

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

No Violation; Consents. Except as set forth (a) Subject to the filing and consents referred to in Section 5.6 of 3.4(b), the Company Disclosure Scheduleexecution, neither the execution delivery and delivery performance by the Company of this Agreement nor each of the applicable 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 accordance with the terms hereofaggregate, 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) will conflict with or 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 provisions right of termination, cancellation or acceleration) 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 their respective assets is subject, or (B) result in the creation or imposition of any mortgage, pledge, lien, security interest, claim, restriction, charge or encumbrance of any kind ("LIEN") upon any of the Articles of Organization, Bylaws, or the organizational documents assets of the Company or any 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 Subsidiary. Except as set forth in Section 5.6 Material Adverse Effect and (ii) will not conflict with or violate any provision of the Second Amended and Restated Certificate of Incorporation or Bylaws of the Company Disclosure Schedulecurrently 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 by of the Company of this Agreement and Equity Documents or the consummation by the Company of the Transactions in accordance with the terms hereof will not violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties of the Company or the Company Subsidiaries under, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of (x) any note, bond, mortgage, indenture, deed of trust or (y) any license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which the Company or any of the Company Subsidiaries is a party, or by which the Company or any of the Company Subsidiaries or any of their properties is bound, except as otherwise would not have a Company Material Adverse Effect. Other than the filings provided for in Article II of this Agreement, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 (xxx "XXX Xxx"), xxe antitrust and competition laws of foreign countries, the Exchange Act, the Securities Act, or applicable state securities and "Blue Sky" laws (collectively, the "Regulatory Filings"), the execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company and consummation of the Transactions does not, require any consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority, except where the failure to obtain any such consentconsents, approval authorizations or authorization oforders, or declarationmake such filings or registrations, filing would not, individually or registration within the aggregate, any governmental or regulatory authority would not reasonably be expected to have a Company Material Adverse EffectEffect or a material adverse effect on the ability of the Company to consummate the Transactions or materially impair the benefit of IDT's investment hereunder or its ability to exercise the Warrants.

No Violation; Consents. Except as set forth (a) Assuming the making or receipt of all filings, notices, registrations, consents, approvals, permits and authorizations described in Section 5.6 of the Company Disclosure Schedule, neither following paragraph and any required Stockholder Approval provided for in the execution Exchange Agreement and delivery by that the Company of this Agreement nor consummation by the Company of the Transactions Purchasers' representations 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 ScheduleArticle IV are true and correct, the execution and delivery of this Agreement, the Exchange Agreement and the Registration Rights Agreement, the execution and filing of the Certificates of Designation by the Company, the issuance of the Preferred Stock hereunder or as dividend on the Preferred Stock and the Common Stock issuable upon conversion of the Preferred Stock by the Company, the consummation of the transactions contemplated hereby, by the Exchange Agreement and by the Registration Rights Agreement or by the Certificates of Designation, the compliance by the Company of this Agreement and consummation by the Company with any of the Transactions in accordance with provisions hereof, of the terms hereof Exchange Agreement or of the Registration Rights Agreement or the Certificates of Designation will not violate, or (i) conflict with, violate or result in a any breach of any provision the Certificate of Incorporation, by-laws or other charter documents of the Company, (ii) result in a violation or breach of, or constitute a default (with or an event which, with without due notice or lapse of time or both, would constitute ) a default) under, default or result in the termination or in a give rise to any right of termination termination, cancellation or cancellation of, or accelerate the performance required byacceleration under, or result in the creation of any lien, security interest, charge Lien on or encumbrance upon against any of the properties of the Company or the Company Subsidiaries under, or result in being declared void, voidable or without further binding effect, pursuant to any of the terms, terms or 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 instrument or obligation to which the Company is a party or by which any of them or any of the Company Subsidiaries is a partytheir properties or assets may be bound, or by which (iii) violate any statute, law, rule, regulation, writ, injunction, judgment, order or decree of any Governmental Authority, binding on the Company or any of the Company Subsidiaries or any of their properties is boundor assets, except as otherwise excluding from the foregoing clauses (i) and (ii) conflicts, violations, breaches, defaults, rights of termination, cancellation or acceleration, and Liens which, individually or in the aggregate, would not have a Company Material Adverse Effect. Other than , would not prevent or materially delay consummation of the filings provided transactions contemplated hereby and would not affect the validity of the issuance of the Preferred Stock hereunder or as dividend on the Preferred Stock or of the Common Stock issuable upon conversion of the Preferred Stock. (b) Except for (i) the filing of the Certificates of Designation in Article II accordance with the Delaware General Corporation Law, (ii) applicable requirements, if any, under Blue Sky Laws, (iii) the filing and effectiveness of this a Registration Statement as set forth in the Registration Rights Agreement, (iv) the Hartlisting on the New York Stock Exchange of the Common Stock issuable upon conversion of the Preferred Stock, and (v) if so required at any future date in connection with the conversion of the Preferred Stock, the filing of a statement under the Xxxx-Xxxxx-Xxxxxx Xxxitrust Antitrust Improvements Act of 1976 (xxx "XXX Xxx")1976, xxe antitrust as amended, and competition laws the expiration or termination of foreign countriesany waiting period thereunder, no filing, consent, approval, permit, authorization, notice, registration or other action of or with any Governmental Authority, is required to be made or obtained by or with respect to the Exchange Act, the Securities Act, Company or applicable state securities and "Blue Sky" laws (collectively, the "Regulatory Filings"), any of its Subsidiaries in connection with the execution and delivery of this Agreement and the Registration Rights Agreement by the Company, the issuance of the Preferred Stock hereunder or as dividends on the Preferred Stock and the Common Stock issuable upon conversion of the Preferred Stock by the Company does not, and or the performance of this Agreement consummation by the Company and consummation of the Transactions does not, require any consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority, except where the failure to obtain any such consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority would not have a Company Material Adverse Effecttransactions contemplated hereby and thereby.

No Violation; Consents. Except as set forth in Section 5.6 of the Company Disclosure Schedule(a) The execution, neither the execution delivery and delivery performance by the Company of this Agreement nor each of the Equity Documents and the consummation by the Company of the Transactions in accordance with the terms hereof, Issuances do not and will conflict with or result in a breach of not contravene any provisions of the Articles of Organization, Bylaws, or the organizational documents of the Company or any Company SubsidiaryApplicable Law. Except as set forth in Section 5.6 on Schedule 3.4 of the Company Disclosure Schedule, the execution execution, delivery and delivery performance by the Company of this Agreement and consummation by the Company each of the Transactions in accordance with Equity Documents and the terms hereof consummation of the Issuances (i) will not (A) violate, or conflict with, or result in a breach of any provision of, or constitute a default (with or an event which, with without due notice or lapse of time or both) a default (or give rise to any right of termination, would constitute 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, HQ Global or any other such Subsidiary is bound or to which any of its assets is subject, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, or (B) result in the creation or imposition of any lien, security interest, charge or encumbrance Lien upon any of the properties assets of the Company, HQ Global or any other Subsidiary, except for any such violations, breaches, defaults or Liens that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or have a material adverse effect on the ability of the Company to perform its obligations under the Equity Documents and (ii) will not conflict with or violate any provision of the certificate of incorporation or by-laws or other governing documents of the Company, HQ Global or the Company Subsidiaries underother Subsidiaries. (b) Except for (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 result in being declared voidprior to the applicable Closing Date, voidable or without further binding effect, any and (ii) filing of the terms, conditions or provisions Certificate of (x) any note, bond, mortgage, indenture, deed Designation with the Secretary of trust or (y) any license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which the Company or any State of the Company Subsidiaries is a partyState of Delaware, or by which shall be made prior to the Company or any of the Company Subsidiaries or any of their properties is boundInitial Closing Date, except as otherwise would not have a Company Material Adverse Effect. Other than the filings provided for in Article II of this Agreement, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 (xxx "XXX Xxx"), xxe antitrust and competition laws of foreign countries, the Exchange Act, the Securities Act, or applicable state securities and "Blue Sky" laws (collectively, the "Regulatory Filings"), the execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company and consummation of the Transactions does not, require any no consent, approval authorization or authorization order of, or declaration, filing or registration with, any governmental Governmental Authority or regulatory authorityother Person is required to be obtained or made by the Company for the execution, delivery and performance of this Agreement or the consummation by the Company of the Issuances, or for the execution, delivery and performance by the Company of the Equity Documents, except where the failure to obtain any such consentconsents, approval authorizations or authorization oforders, or declarationmake such filings or registrations, filing would not, individually or registration within the aggregate, any governmental or regulatory authority would not reasonably be expected to have a Company Material Adverse EffectEffect or a material adverse effect on the ability of the Company to perform its obligations under the Equity Documents.

No Violation; Consents. (a) Except as set forth in on Section 5.6 5.3(a) of the Company Seller’s Disclosure Schedule, neither and subject to obtaining the execution and delivery by the Company of this Agreement nor consummation by the Company Seller Approvals set forth on Section 5.3(b) 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 Seller’s Disclosure Schedule, the execution and delivery by the Company Seller of this Agreement and the consummation by the Company Seller of the Transactions in accordance with the terms hereof transactions contemplated hereby do not and will not not: (i) violate, or contravene, conflict with, with or result in a the breach of any provision of the Governing Documents of, or constitute a default resolutions of the boards of directors of, the Seller or the Project Company, (ii) violate, contravene, conflict with, result in the breach of or an event whichgive rise to any right to revoke, withdraw, suspend, modify or terminate any Approval or Consent to which the Seller or the Project Company or any Asset is bound or subject, (iii) violate, contravene, conflict with notice or lapse of time or both, would constitute a default) under, or result in the termination or in a right breach of termination or cancellation ofany Applicable Law, (iv) except for Permitted Encumbrances, or accelerate the performance required by, or result in the imposition or creation of any lienEncumbrance upon the Membership Interest, security interest, charge or (v) permit any Person the right to declare a default or encumbrance upon exercise any of the properties of the Company or the Company Subsidiaries remedy under, to accelerate the maturity, performance or result in being declared voidpayment of or to cancel, voidable terminate or without further binding effect, any of the terms, conditions or provisions of (x) modify any note, bond, mortgage, indenture, deed license or agreement. Clauses (ii), (iii), (iv) and (v) shall not apply to any conflict, violation, breach, default, requirement for Consents, rights of trust acceleration, cancellation, termination or (y) any license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which the Company or any of the Company Subsidiaries is a party, or by which the Company or any of the Company Subsidiaries or any of their properties is bound, except as otherwise Encumbrance that would not have reasonably be expected to have, individually or in the aggregate, a Seller Material Adverse Effect or a Project Company Material Adverse Effect. Other than . (b) Except for such Seller Approvals set forth on Section 5.3(b) of the filings provided for in Article II of this AgreementSeller’s Disclosure Schedule, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 (xxx "XXX Xxx"), xxe antitrust and competition laws of foreign countries, the Exchange Act, the Securities Actno Approval or Consent issued by, or applicable state securities and "Blue Sky" laws (collectivelydeclaration or filing with, or notification to, or waiver from any Person, is required on the "Regulatory Filings"), part of the Seller in connection with the execution and delivery of this Agreement Agreement, or the performance by the Company does not, and the performance Seller of any provision contained in this Agreement by the Company and consummation of the Transactions does not, require any consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authorityAgreement, except where for any such requirements the failure of which to obtain any such consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority make would not have reasonably be expected to have, individually or in the aggregate, a Seller Material Adverse Effect or a Project Company Material Adverse Effect.

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

No Violation; Consents. Except as set forth in Section 5.6 of the Company Disclosure Schedule(a) The execution, neither the execution delivery and delivery performance by the Company of this Agreement nor 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 Transactions in accordance with Documents and the terms hereofconsummation of the transactions contemplated hereby and thereby (i) will not (x) violate, will conflict with or result in a breach of any provisions of the Articles of Organization, Bylaws, or the organizational documents of the Company or any Company Subsidiary. Except as set forth in Section 5.6 of the Company Disclosure Schedule, the execution and delivery by the Company of this Agreement and consummation by the Company of the Transactions in accordance with the terms hereof will not violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with due notice or lapse of time or both) a default under any contract, would constitute a default) underlease, or result in the termination or in a right of termination or cancellation ofloan agreement, or accelerate the performance required by, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties of the Company or the Company Subsidiaries under, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of (x) any note, bondBenefit Plan, mortgage, indenturesecurity agreement, deed of trust indenture or (y) any license, franchise, permit, lease, contract, other agreement or other instrument, commitment or obligation instrument to which the Company or any of the Company Subsidiaries Subsidiary is a party, party or by which any of them is bound or to which any of their properties or assets is subject 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 Subsidiaries or any of their properties is bound, except Subsidiaries. (b) Except as otherwise would not have a Company Material Adverse Effect. Other than the filings provided for in Article II of this Agreement, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 (xxx "XXX Xxx"set forth on Schedule 3.5(b), xxe antitrust and competition laws of foreign countries, the Exchange Act, the Securities Act, or applicable state securities and "Blue Sky" laws (collectively, the "Regulatory Filings"), the execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company and consummation of the Transactions does not, require any no consent, approval authorization or authorization order of, or declaration, filing or registration with, any governmental Governmental Authority or regulatory authorityother person is required to be obtained or made by the Company or any Subsidiary for the execution, delivery and performance of any of the Documents, or the consummation of any of the transactions contemplated hereby or thereby, except where the failure to obtain any such consentconsents, approval authorizations or authorization oforders, or declarationmake such filings or registrations, filing could not, individually or registration within the aggregate, any governmental or regulatory authority would not reasonably be expected to have a Company Material Adverse Effect.

No Violation; Consents. Except as set forth (a) Subject to receiving the consents or waivers referred to on Schedule 4.3(a) and the consents referred to in Section 5.6 4.3(b) and the occurrence of the Company Disclosure Schedule, neither the execution and delivery by the Company of this Agreement nor consummation by the Company of the Transactions in accordance with the terms hereof, will conflict with or result in a breach of any provisions of the Articles of Organization, Bylaws, or the organizational documents of the Company or any Company Subsidiary. Except as set forth in Section 5.6 of the Company Disclosure ScheduleEnron Closing, the execution and delivery by the Company Seller of this Agreement and the Transaction Documents to which Seller is a party and the consummation by the Company of the Transactions in accordance with the terms hereof transactions contemplated hereby and thereby do not and will not violate(i) violate any provision of the certificate of incorporation, bylaws, limited liability company agreement or other similar organizational documents of Seller or any Transfer Group Company, (ii) 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 any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or in a give rise to any right of acceleration, cancellation or termination or cancellation of, or accelerate the performance required by, or result in the creation of any lien, security interest, charge material right or encumbrance upon obligation of Seller or any of the properties of the Transfer Group Company or the Company Subsidiaries under, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of (x) any note, bond, mortgage, indenture, deed of trust or (y) any license, franchise, permit, lease, contract, material agreement or other instrument, commitment or obligation instrument to which the Seller or any Transfer Group Company is a party or by which Seller or any Transfer Group Company or any of the Company Subsidiaries is a partytheir respective properties or assets are bound, or by (iii) violate any Order of any Governmental Authority to which the Company Seller or any of the Transfer Group Company Subsidiaries is bound or subject, (iv) violate any of their properties is bound, Applicable Law or (v) except as otherwise would not have a Company Material Adverse Effect. Other than the filings provided for in Article II of this Agreement, result in the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act imposition or creation of 1976 any Lien upon the Equity Interest, other than, in the case of clauses (xxx "XXX Xxx"ii) through (v), xxe antitrust 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 aggregate, a Seller Material Adverse Effect or a Transfer Gxxxx Xxxxxxxx Adverse Effect. (b) Except as set forth on Schedule 4.3(b) and competition laws of foreign countriesexcept for (i) any filings required under the HSR Act and (ii) such filings with, and Orders of, the Exchange FCC as may be required under the Communications Act, the Securities Actno Order or Permit issued by, or applicable state securities and "Blue Sky" laws (collectivelydeclaration or filing with, or notification to, or waiver from or consent from, any Governmental Authority is required on the "Regulatory Filings"), part of Seller in connection with the execution and delivery of this Agreement Agreement, or the compliance or performance by the Company does not, and the performance of Seller with any provision contained in this Agreement by or the Company and consummation of the Transactions does not, require any consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authoritytransactions contemplated hereby, except where for any such requirements, the failure of which to obtain any such consent, approval be obtained or authorization of, or declaration, filing or registration with, any governmental or regulatory authority made would not have reasonably be expected to have, individually or in the aggregate, a Company Seller Material Adverse Effect or a Transfer Gxxxx Xxxxxxxx Adverse Effect.

No Violation; Consents. Except as set forth in Section 5.6 of the Company Disclosure Schedule(a) The execution, neither the execution and delivery by the Company of this Agreement nor consummation by the Company of the Transactions in accordance with the terms hereof, will conflict with or result in a breach of any provisions of the Articles of Organization, Bylaws, or the organizational documents of the Company or any Company Subsidiary. Except as set forth in Section 5.6 of the Company Disclosure Schedule, the execution and delivery by the Company of this Agreement and consummation by the Company of the Transactions in accordance with the terms hereof will not violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties of the Company or the Company Subsidiaries under, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of (x) any note, bond, mortgage, indenture, deed of trust or (y) any license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which the Company or any of the Company Subsidiaries is a party, or by which the Company or any of the Company Subsidiaries or any of their properties is bound, except as otherwise would not have a Company Material Adverse Effect. Other than the filings provided for in Article II of this Agreement, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 (xxx "XXX Xxx"), xxe antitrust and competition laws of foreign countries, the Exchange Act, the Securities Act, or applicable state securities and "Blue Sky" laws (collectively, the "Regulatory Filings"), the execution and delivery of this Agreement by the Company does notdelivery, and the performance of this Agreement by the Company and consummation AG Companies do not conflict with or result in any Violation of (i) any provision of the Transactions does notGoverning Documents of any of the AG Companies, require (ii) any Contract to which any of the AG Companies is a party, or (iii) any Laws applicable to any of the AG Companies, except, in the case of clauses (ii) and (iii), for any Violations that would not reasonably be expected have a Material Adverse Effect. (b) No consent, approval waiver, approval, order or authorization of, or declarationregistration, declaration or filing or registration with, any governmental Government Agency or regulatory authorityother Person (so as not to trigger any Violation) is required by the AG Companies as a result of the execution, delivery, and performance of this Agreement by the AG Companies, except where for (i) the failure filing of a pre-transaction notification and report form by the Company under the HSR Act, and the expiration or termination of the 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 obtain the transfer of legal or beneficial ownership of real property, if any, by any of the AG Companies, (iv) such consentother 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 authorization ofContemplated Transactions, (v) the Company Shareholder Approval, and (vi) such other consents, approvals, orders, authorizations, registrations, declarations, filings, notices or declarationpermits that, filing if they were not obtained or registration withmade, any governmental or regulatory authority would not reasonably be expected have a Company Material Adverse Effect.

No Violation; Consents. Except as set forth in Section 5.6 of the Company Disclosure Schedule, neither (a) Neither the execution and delivery by the Company of this Agreement or the other Closing Documents, nor the consummation by the Company Stockholders or NDS of the Transactions in accordance with the terms hereoftransactions contemplated hereby and thereby (i) will violate any statute, will conflict with law, rule, regulation, order, writ, injunction or result in a breach decree of any provisions of court or administrative agency, regulatory agency or commission or other governmental authority or instrumentality (each a “Governmental Entity”) applicable to the Articles of OrganizationStockholders or NDS, Bylaws, or the organizational documents of the Company or any Company Subsidiary. Except as set forth in Section 5.6 of the Company Disclosure Schedule, the execution and delivery by the Company of this Agreement and consummation by the Company of the Transactions in accordance with the terms hereof (ii) will not violate, violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time time, or both, would constitute a default) under, or will result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, or result in or allow the creation of any lien, security interest, charge or encumbrance upon any of the properties assets of the Company NDS, under any term or the Company Subsidiaries under, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions provision of (x) any note, bond, mortgage, indenture, deed the Articles of trust Incorporation or Bylaws of NDS or (y) any license, franchise, permit, lease, contract, agreement commitment, understanding, arrangement, agreement, or other instrument, commitment restriction of any kind or obligation character to which the Company Stockholders or any of the Company Subsidiaries NDS is a party, or by which the Company Stockholders or any of the Company Subsidiaries NDS, or any of their respective assets or properties is may be bound. (b) Except for such filings, except authorizations, consents, or approvals as otherwise would not have a Company Material Adverse Effect. Other than the filings provided for may be set forth in Article II of this Agreement, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 (xxx "XXX Xxx"Schedule 4.3(b), xxe antitrust and competition laws of foreign countries, the Exchange Act, the Securities Actno consents or approvals of, or applicable state securities and "Blue Sky" laws (collectivelyfilings or registrations with, the "Regulatory Filings")any court, Governmental Entity, or with any third party are necessary in connection with the execution and delivery by NDS and the Stockholders of this Agreement and the consummation by NDS and the Company does notStockholders of the transaction contemplated hereby, and the performance of this Agreement by the Company such execution, delivery, and consummation will not constitute a default (with or without the passage of time and/or the Transactions does notgiving of notice) under any contract, require any consent, approval or authorization ofagreement, or declaration, filing Lease to which NDS is a party or registration with, any governmental or regulatory authority, except where give the failure other party to obtain any such consentcontract, approval or authorization ofagreement, or declaration, filing or registration with, any governmental or regulatory authority would not have lease a Company Material Adverse Effectright of termination.

No Violation; Consents. (a) Except as set forth described in Section 5.6 5.4(a) of the Company Seller Disclosure Schedule, except to the extent 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 by the Company of this Agreement nor consummation the sale by the Company any Selling Entity of the Transactions in accordance any Acquired Assets pursuant to this Agreement will (with the terms hereof, will or without notice or lapse of time) (i) conflict with or result in a breach of any provisions of the Articles of Organization, Bylaws, or the organizational documents of the Company or any Company Subsidiary. Except as set forth in Section 5.6 of the Company Disclosure Schedule, the execution and delivery by the Company of this Agreement and consummation by the Company of the Transactions in accordance with the terms hereof will not violate, or conflict with, or result in a breach of any provision of any Selling Entity’s Certificate of Incorporation or Bylaws (or similar organizational documents), (ii) conflict with or result in any breach of any Law applicable to any Selling Entity, the Business, or the Acquired Assets, or (iii) violate, conflict with, result in any breach of, or constitute a default (or an event which, which with the giving of notice or lapse of time time, or both, would constitute become a default) under, require any consent under, or result in the termination or in a right give to others any rights of termination termination, amendment, acceleration, suspension, revocation or cancellation of, any note, bond, mortgage or accelerate indenture, Contract, agreement, lease, sublease, license, Permit, franchise or other instrument or arrangement to which any of the performance required bySelling Entities is a party as of the Closing, or result in the creation of any lien, security interest, charge or encumbrance upon Encumbrance (other than a Permitted Encumbrance) as of the Closing on any of the properties assets of the Company or the Company Subsidiaries under, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of (x) any note, bond, mortgage, indenture, deed of trust or (y) any license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which the Company or any of the Company Subsidiaries is a party, or by which the Company or any of the Company Subsidiaries or any of their properties is boundSelling Entities, except to the extent that any such rights of termination, amendment, acceleration, suspension, revocation or cancellation as otherwise would a result of such Encumbrance will not have a Company Material Adverse Effect. Other than be enforceable against such Acquired Asset or Assumed Liability following the filings provided for Closing in Article II accordance with the Confirmation Order. (b) No Consent of this Agreement, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 (xxx "XXX Xxx"), xxe antitrust and competition laws of foreign countries, the Exchange Act, the Securities Act, any Governmental Authority is required to be obtained by or applicable state securities and "Blue Sky" laws (collectively, the "Regulatory Filings"), with respect to any Selling Entity in connection with the execution and delivery of this Agreement Agreement, or the consummation by the Company does notSelling Entities of the transactions contemplated by this Agreement, and except for (i) the performance Consents set forth in Section 5.4(b) of this Agreement the Seller Disclosure Schedule, (ii) the entry of the Confirmation Order by the Company Bankruptcy Court and consummation (iii) Consents to the transfer or assignment of the Transactions does not, require any consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority, except where the failure to obtain any such consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority would not have a Company Material Adverse EffectPermits that constitute Acquired Assets.

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

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

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

No Violation; Consents. Except as set forth in Section 5.6 of the Company Disclosure Schedule(a) The execution, neither the execution delivery and delivery performance by the Company and OpCo of this Agreement nor each of the Financing Documents and the consummation by the Company and OpCo of the Transactions in accordance with the terms hereof, will conflict with or result in do not contravene any Applicable Law except where any such contravention would not reasonably be expected to have a breach of any provisions of the Articles of Organization, Bylaws, or the organizational documents of the Company or any Company SubsidiaryMaterial Adverse Effect. Except as set forth in Section 5.6 on Schedule 3.4(a) of the Company Disclosure Schedule, the execution execution, delivery and delivery performance by the Company and OpCo of this Agreement each of the Financing Documents and the consummation by the Company of the Transactions in accordance with the terms hereof (i) will not (A) violate, or conflict with, or result in a breach of any provision of, or constitute a default (with or an event which, with without due notice or lapse of time or both, would constitute ) a default) under, default (or result in the termination or in a give rise to any right of termination termination, cancellation or cancellation of, or accelerate the performance required by, or result in the creation of acceleration) under any lien, security interest, charge or encumbrance upon any of the properties of the Company or the Company Subsidiaries under, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of (x) any note, bond, mortgage, indenture, deed of trust or (y) any license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation Contract to which the Company or any of the Company Subsidiaries Subsidiary is a party, party 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 the assets of the Company Subsidiaries or any of their properties is boundSubsidiary, except as otherwise for any such violations, breaches, defaults or Liens that would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Other than Effect or have a material adverse effect on the filings provided for in Article II ability of this Agreement, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 (xxx "XXX Xxx"), xxe antitrust and competition laws of foreign countries, the Exchange Act, the Securities Act, or applicable state securities and "Blue Sky" laws (collectively, the "Regulatory Filings"), the execution and delivery of this Agreement by the Company or OpCo to perform its or their obligations under the Financing Documents and (ii) does notnot conflict with or violate any provision of the certificate of incorporation, and the performance by-laws or resolutions of this Agreement by the Company and consummation or the certificate or articles of incorporation, by-laws or other similar organizational documents of the Transactions does notSubsidiaries. (b) Except for such consents as shall have been obtained prior to the Closing Date and all of which are as set forth on Schedule 3.4(b) of the Company Disclosure Schedule, require any no consent, approval authorization or authorization order of, or declaration, filing or registration with, any governmental Governmental Authority or regulatory authorityother Person is required to be obtained or made by the Company or OpCo for the execution, delivery and performance of the Financing Documents or the consummation by the Company and OpCo of the Transactions, except where the failure to obtain any such consentconsents, approval authorizations or authorization oforders, or declarationmake such filings or registrations, filing would not, individually or registration within the aggregate, any governmental or regulatory authority would not reasonably be expected to have a Company Material Adverse EffectEffect or a material adverse effect on the ability of the Company to perform its obligations under the Financing Documents.

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

No Violation; Consents. Except as set forth (a) Assuming the making or receipt of all filings, notices, registrations, consents, approvals, permits and authorizations described in this Section 5.6 of the Company Disclosure Schedule, neither the execution and delivery by the Company of this Agreement nor consummation by the Company of the Transactions in accordance with the terms hereof, will conflict with or result in a breach of any provisions of the Articles of Organization, Bylaws, or the organizational documents of the Company or any Company Subsidiary. Except as set forth in Section 5.6 of the Company Disclosure Schedule5.5, the execution and delivery by the Company of this Agreement and the Registration Rights Agreement, and the consummation of the transactions contemplated hereby and by the Registration Rights Agreement, the compliance by the Company with any of the Transactions in accordance with provisions hereof or of the terms hereof Registration Rights Agreement, will not violate, or (i) conflict with, violate or result in a any breach of any provision the Certificate of Incorporation, as amended, or bylaws of the Company or its Subsidiaries, (ii) result in a violation or breach of, or constitute a default (with or an event which, with without due notice or lapse of time or both, would constitute ) a default) under, default or result in the termination or in a give rise to any right of termination termination, cancellation or cancellation of, or accelerate the performance required byacceleration under, or result in the creation of any lien, security interest, charge Lien on or encumbrance upon against any of the properties of the Company or the Company any of its Subsidiaries under, or result in being declared void, voidable or without further binding effect, pursuant to any of the terms, terms or 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 instrument or obligation to which the Company or any of the Company its Subsidiaries is a party, 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 the Company its Subsidiaries or any of their properties is boundor assets, except as otherwise excluding from the foregoing clauses (i), (ii) and (iii) conflicts, violations, breaches, defaults, rights of termination, cancellation or acceleration, and liens which, individually or in the aggregate, would not have a Company Material Adverse Effect. Other than , would not prevent or materially delay consummation of the filings provided transactions contemplated hereby and would not affect the validity of the issuance of the Common Stock. (b) Except for (i) applicable requirements, if any, under Blue Sky Laws, (ii) the filing of additional listing applications with Nasdaq, and (iii) the filing of the Registration Statement, no filing, consent, approval, permit, authorization, notice, registration or other action of or with any Governmental Entity is required to be made or obtained by or with respect to the Company or any of its Subsidiaries in Article II of this Agreement, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 (xxx "XXX Xxx"), xxe antitrust and competition laws of foreign countries, the Exchange Act, the Securities Act, or applicable state securities and "Blue Sky" laws (collectively, the "Regulatory Filings"), connection with the execution and delivery of this Agreement and the Registration Rights Agreement, the issuance of the Common Stock or the consummation by the Company does not, and the performance of this Agreement by the Company and consummation of the Transactions does not, require any consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority, except where the failure to obtain any such consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority would not have a Company Material Adverse Effecttransactions contemplated hereby and thereby.

No Violation; Consents. Except as set forth in Section 5.6 of the Company Disclosure Schedule, neither the (a) The execution and delivery by the Company of this Agreement nor consummation by the Company of the Transactions in accordance with the terms hereof, will conflict with or result in a breach of any provisions of the Articles of Organization, Bylaws, or the organizational documents of the Company or any Company Subsidiary. Except as set forth in Section 5.6 of the Company Disclosure Schedule, the execution and delivery by the Company of this Agreement and the Voting Agreement by Energy does not, and consummation by the Company Energy of the Transactions in accordance with transactions contemplated hereby and thereby will not, (i) violate the terms hereof will not violatecertificate of formation or the Partnership Agreement of Energy, or conflict with, or result in (ii) constitute a breach of any provision or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute such a default) underunder any indenture, mortgage, deed of trust, loan agreement, lease or result other agreement or instrument (collectively, “Contracts”) to which Energy or Abraxas Operating 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 4.6(b) are duly and timely made or obtained and that the termination Energy Unitholder Approval is obtained) violate any Law applicable to Energy or in a right Abraxas Operating or any of termination or cancellation oftheir properties, or accelerate the performance required by, or (iv) result in the creation or imposition of any lien, security interest, charge or encumbrance Lien upon any property of Energy or Abraxas Operating pursuant to the properties of the Company or the Company Subsidiaries underagreements and instruments referred to in clause (ii), or result (v) cause the transactions contemplated by this Agreement to be subject to Takeover Laws, except, in being declared voidthe case of clauses (ii), voidable or without further binding effect(iii), any of the terms(iv), conditions or provisions of (x) any note, bond, mortgage, indenture, deed of trust or (y) any licensev), franchisefor such conflicts, permitbreaches, leaseviolations, contractdefaults, agreement or other instrument, commitment or obligation to which the Company or any of the Company Subsidiaries is a partyLiens, or by which subjection, that would not, individually or in the Company or any of the Company Subsidiaries or any of their properties is boundaggregate, except as otherwise would not have a Company an Energy Material Adverse Effect. Other than . (b) Except for (i) expiration or termination of any waiting period applicable to the filings provided for in Article II of transactions contemplated by this Agreement, Agreement under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 (xxx "XXX Xxx"), xxe antitrust and competition laws of foreign countries, the Exchange 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 or applicable state securities Law of other states in which Energy is qualified to do business, (iv) any governmental consents necessary for transfers of permits and "Blue Sky" laws licenses and (collectivelyv) such other authorizations, consents, approvals or filings the "Regulatory Filings")failure of which to obtain or make would not, individually or in the aggregate, have an Energy Material Adverse Effect, no authorization, consent or approval of or filing with any Governmental Authority is required to be obtained or made by Energy or any ultimate parent entity or controlling person of Energy for the execution and delivery by either of them of this Agreement or the consummation by the Company does not, and the performance either of this Agreement by the Company and consummation them of the Transactions does not, require any consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority, except where the failure to obtain any such consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority would not have a Company Material Adverse Effecttransactions contemplated hereby.

No Violation; Consents. Except as set forth in Section 5.6 of the Company Disclosure Schedule(a) The execution, neither the execution delivery and delivery performance by the Company of this Agreement nor each of the Documents and the consummation of the transactions contemplated hereby and thereby does not and will not contravene any Applicable Law. The execution, delivery and performance by the Company of each of the Transactions in accordance with Documents and the terms hereofconsummation of the transactions contemplated hereby and thereby (i) will not (x) violate, will conflict with or result in a breach of any provisions of the Articles of Organization, Bylaws, or the organizational documents of the Company or any Company Subsidiary. Except as set forth in Section 5.6 of the Company Disclosure Schedule, the execution and delivery by the Company of this Agreement and consummation by the Company of the Transactions in accordance with the terms hereof will not violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with due notice or lapse of time or both) a default under any contract, would constitute lease, loan agreement, Benefit Plan, mortgage, security agreement, trust indenture or other agreement or instrument to which the Company or PRSI is a defaultparty or by which either of them is bound or to which either of their properties or assets is subject or (y) under, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, or result in the creation or imposition of any lien, security interest, charge or encumbrance Lien (other than a Permitted Lien) upon any of the properties or assets of any of them or (z) permit or cause the acceleration of the maturity of any debt or obligation of the Company or PRSI in an amount exceeding, in the Company Subsidiaries underaggregate, or result in being declared void$500,000, voidable or without further binding effect, and (ii) will not violate any provision of the terms, conditions Charter or provisions the Amended and Restated Bylaws of (x) any note, bond, mortgage, indenture, deed of trust or (y) any license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which the Company or any of the Company Subsidiaries is a party, or by which the Company or any of the Company Subsidiaries or any of their properties is bound, except PRSI. (b) Except as otherwise would not have a Company Material Adverse Effect. Other than the filings provided for in Article II of this Agreement, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 (xxx "XXX Xxx"set forth on Schedule 3.5(b), xxe antitrust and competition laws of foreign countries, the Exchange Act, the Securities Act, or applicable state securities and "Blue Sky" laws (collectively, the "Regulatory Filings"), the execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company and consummation of the Transactions does not, require any no consent, approval authorization or authorization order of, or declaration, filing or registration with, any governmental Governmental Authority or regulatory authorityother person is required to be obtained or made by the Company or PRSI for the execution, delivery and performance of any of the Documents, or the consummation of any of the transactions contemplated hereby or thereby, except (i) for those consents or authorizations required for the Closing that will have been obtained or made on or prior to the Closing Date, (ii) approval of the stockholders of the Company to issue shares of Common Stock upon conversion of the Notes pursuant to Nasdaq Marketplace Rule 4350(i) or (iii) where the failure to obtain any such consentconsents, approval authorizations or authorization oforders, or declarationmake such filings or registrations, filing could not, individually or registration within the aggregate, any governmental or regulatory authority would not reasonably be expected to have a Company Material Adverse Effect.

No Violation; Consents. Except as set forth in Section 5.6 of the Company Disclosure Schedule(a) The execution, neither the execution delivery and delivery performance by the Company of this Agreement nor 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 accordance with the terms hereofaggregate, 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 conflict with or 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 provisions 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 Articles assets of Organizationthe Company, Bylawsexcept for any such violations, breaches, defaults or Liens that would not, individually or in the organizational 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 or any Company Subsidiary. Company. (b) Except as set forth in Section 5.6 on Schedule 3.4(b) and except for (i) the filings by the Company, if any, required by the HSR Act, (ii) applicable filings, if any, required by applicable federal and state securities laws and (iii) filing of the Certificate of Designation with the Secretary of State of the State of Delaware, in each case, which shall be made (or are not required to be made) on or prior to the Closing Date, no consent, authorization or order of, or filing or registration with, any Governmental Authority or other Person is required to be obtained or made by the Company Disclosure Schedule, for the execution and delivery by of the Company of this Agreement and Equity Documents or the consummation by the Company of the Transactions in accordance with the terms hereof will not violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties of the Company or the Company Subsidiaries under, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of (x) any note, bond, mortgage, indenture, deed of trust or (y) any license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which the Company or any of the Company Subsidiaries is a party, or by which the Company or any of the Company Subsidiaries or any of their properties is bound, except as otherwise would not have a Company Material Adverse Effect. Other than the filings provided for in Article II of this Agreement, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 (xxx "XXX Xxx"), xxe antitrust and competition laws of foreign countries, the Exchange Act, the Securities Act, or applicable state securities and "Blue Sky" laws (collectively, the "Regulatory Filings"), the execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company and consummation of the Transactions does not, require any consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority, except where the failure to obtain any such consentconsents, approval authorizations or authorization oforders, or declarationmake such filings or registrations, filing would not, individually or registration within the aggregate, any governmental or regulatory authority would not reasonably be expected to have a Company Material Adverse EffectEffect or a material adverse effect on the ability of the Company to consummate the transactions contemplated hereby.

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

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

No Violation; Consents. Except as set forth in Section 5.6 of the Company Disclosure Schedule, neither Neither the execution and delivery by the Company of this Agreement nor the consummation by the Company of the Transactions in accordance with the terms hereof, hereof will conflict with or result in a breach of any provisions of the Articles of OrganizationIncorporation, Bylaws, or the other organizational documents of the Company or of any Company Subsidiary. Except as set forth in Section 5.6 5.5 of the Company Disclosure Schedule, to the knowledge of the Company, the execution and delivery by the Company of this Agreement and consummation by the Company of the Transactions in accordance with the terms hereof will not violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties of the Company or the Company Subsidiaries under, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of (xa) any note, bond, mortgage, indenture, deed of trust or (yb) any license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which the Company or any of the Company Subsidiaries is a party, or by which the Company or any of the Company Subsidiaries or any of their properties is bound, except as otherwise would not (i) prevent or delay consummation of the Merger in any material respect or otherwise prevent the Company from performing its obligations under this Agreement in any material respect, or (ii) individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Other than the filings provided for in Article II of this Agreement, the HartXxxx-Xxxxx-Xxxxxx Xxxitrust Antitrust Improvements Act of 1976 0000 (xxx "XXX Xxx"), xxe antitrust and competition laws of foreign countries, the Exchange Act, the Securities Act, Act or applicable state securities and "Blue Sky" laws (collectivelylaws, and other than filings required by the "Regulatory Filings")Insurance Commissioners and state Governmental Entities with regulatory authority over the Company Subsidiaries, the execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company and consummation of the Transactions does do not, require any consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority, except where the failure to obtain any such consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority as would not (A) prevent or delay consummation of the Merger in any material respect or otherwise prevent the Company from performing its obligations under this Agreement in any material respect or (B) individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

No Violation; Consents. (a) The execution, delivery ---------------------- and performance by the Company and the Subsidiaries of each of the Basic Documents and the consummation of the Transactions do not and will not contravene any Applicable Law, except for any such contravention of an Exchange Requirement that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as set forth in Section 5.6 of on Schedule 3.4(a), the Company Disclosure Scheduleexecution, neither the execution delivery and delivery performance by the Company and the Subsidiaries of this Agreement nor each of the Basic Documents and the consummation by the Company of the Transactions in accordance with the terms hereof(i) will not (A) violate, will conflict with or result in a breach of any provisions of the Articles of Organization, Bylaws, or the organizational documents of the Company or any Company Subsidiary. Except as set forth in Section 5.6 of the Company Disclosure Schedule, the execution and delivery by the Company of this Agreement and consummation by the Company of the Transactions in accordance with the terms hereof will not violate, or conflict with, or result in a breach of any provision of, or constitute a default (with or an event which, with without due notice or lapse of time or both, would constitute ) a default) under, default (or result in the termination or in a give rise to any right of termination termination, cancellation or cancellation of, or accelerate the performance required by, or result in the creation of acceleration) under any lien, security interest, charge or encumbrance upon any of the properties of the Company or the Company Subsidiaries under, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of (x) any note, bond, mortgage, indenture, deed of trust or (y) any license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation Contract to which the Company or any of the Company Subsidiaries Subsidiary is a party, party or by which the Company or any Subsidiary is bound or to which any of their respective assets is subject, or (B), except pursuant to the Financing Documents, result in the creation or imposition of any Lien upon any of the assets of the Company Subsidiaries or any of their properties is boundSubsidiary, except as otherwise for any such violations, breaches, defaults or Liens that would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Other than , and (ii) will not conflict with or violate any provision of the certificate of incorporation or bylaws or other governing documents of the Company or any Subsidiary. (b) Except for (i) the filings provided for in Article II of this Agreementby the Company required by the HSR Act, (ii) applicable filings, if any, with the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 (xxx "XXX Xxx"), xxe antitrust and competition laws of foreign countries, Commission pursuant to the Exchange Act, the Securities Act, or applicable state securities and "Blue Sky" laws (collectively, the "Regulatory Filings"), the execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company and consummation iii) filing of the Transactions does notCertificate of Merger with the Secretary of State of the State of Delaware in connection with the Merger, require (iv) any required fillings with or approvals from authorities of any foreign country or Puerto Rico in which the Company, BFI or their respective subsidiaries conduct any business or own any assets and (v) any required filings with or approvals from applicable environmental authorities, public service commissions and public utility commissions, in each case, which shall be made (or are not required to be made) on or prior to the Closing Date, no consent, approval authorization or authorization order of, or declaration, filing or registration with, any governmental Governmental Authority or regulatory authorityother Person is required to be obtained or made by the Company or any Subsidiary for the execution, delivery and performance of any of the Basic Documents or the consummation of any of the Transactions, except where the failure to obtain any such consentconsents, approval authorizations or authorization oforders, or declarationmake such filings or registrations, filing would not, individually or registration within the aggregate, any governmental or regulatory authority would not reasonably be expected to have a Company Material Adverse Effect.

No Violation; Consents. (a) Subject to the governmental filings and other matters referred to in Section 3.04(b), the execution, delivery and performance by the Seller of this Agreement and each of the Distribution Agreements, the execution, delivery and performance by the Company of each of the Distribution Agreements and the consummation of the Transactions do not and will not contravene any Applicable Law, except for any such contravention that would not have or would not reasonably be expected to have a Material Adverse Effect. Except as set forth in Section 5.6 on SCHEDULE 3.04, the execution, delivery and performance by the Seller of this Agreement and each of the Company Disclosure ScheduleDistribution Agreements, neither the execution execution, delivery and delivery performance by the Company of this Agreement nor each of the Distribution Agreements and the consummation by the Company of the Transactions in accordance with the terms hereof(i) will not (A) violate, will conflict with or result in a breach of, 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, or require the prior consent of any provisions third party to, any Contract to which the Company or any other member of the Articles Company Group is a party or by which the Company or any other member of Organization, Bylawsthe Company Group is bound or to which any of the assets of the Business will be subject immediately following the Closing or (B) result in the creation or imposition of any Lien upon, or any right of first refusal, first offer or option to purchase any of the assets of the Business, except, in each case, for any such violations, breaches, defaults or Liens that would not have or would not reasonably be expected to have a Material Adverse Effect and (ii) will not conflict with or violate any provision of the certificate of incorporation or bylaws or other organizational documents of the Company or any other member of the Company Subsidiary. Group. (b) Except as set forth in Section 5.6 of the Company Disclosure Scheduleon SCHEDULE 3.04 no consent, the execution and delivery by the Company of this Agreement and consummation by the Company of the Transactions in accordance with the terms hereof will not violate, authorization or conflict with, or result in a breach of any provision order of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties of the Company or the Company Subsidiaries under, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of (x) any note, bond, mortgage, indenture, deed of trust or (y) any license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which the Company or any of the Company Subsidiaries is a party, or by which the Company or any of the Company Subsidiaries or any of their properties is bound, except as otherwise would not have a Company Material Adverse Effect. Other than the filings provided for in Article II of this Agreement, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 (xxx "XXX Xxx"), xxe antitrust and competition laws of foreign countries, the Exchange Act, the Securities Act, or applicable state securities and "Blue Sky" laws (collectively, the "Regulatory Filings"), the execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company and consummation of the Transactions does not, require any consent, approval or authorization of, or declaration, filing or registration with, any governmental Governmental Authority or regulatory authorityother Person (including the stockholders of Seller) is required to be obtained or made by the Seller, the Company, or any of their respective Subsidiaries for the execution, delivery and performance of this Agreement, any of the Distribution Agreements or the consummation of the Transactions, except where the failure to obtain any such consentconsents, approval authorizations or authorization oforders, or declarationmake such filings or registrations, filing or registration with, any governmental or regulatory authority would not have or would not reasonably be expected to have a Company Material Adverse Effect.

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