Common use of No Violation; Consents Clause in Contracts

No Violation; Consents. The execution and delivery of this Agreement and the Transaction Documents by Purchaser do not, and the consummation of the Transactions and compliance with the provisions hereof by Purchaser will not conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, modification, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Claim upon any of the properties or assets of the Purchaser or any of its Subsidiaries under any provision of (A) the Organizational Documents of the Purchaser, (B) any material loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement applicable to Purchaser or any of its subsidiaries or (C) assuming the consents, approvals, authorizations, permits, filings and notifications are duly and timely obtained or made, any federal, state or local or other governmental law or ordinance, or any order, writ, injunction, decree, rule or regulation of any court or other Governmental Authority applicable to the Purchaser, other than, in the case of clause (B) or (C), any such conflicts, violations, defaults, rights, Claims, detriments, laws or orders that, individually or in the aggregate, have not had and could not reasonably be expected to (x) impair the ability of the Purchaser to perform its obligations under the Agreement in any material respect, or (y) delay in any material respect or prevent the consummation of any of the Transactions. No approval from any Governmental Authority is required by or with respect to the Purchaser or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Purchaser or the consummation by the Purchaser of the Transactions.

No Violation; Consents. The execution execution, delivery and delivery performance of this Agreement or the other documents and instruments to be executed, delivered and performed by Sellers and Shareholders (including the Other Transaction Documents by Purchaser do not, and the consummation of the Transactions and compliance with the provisions hereof by Purchaser Documents) pursuant hereto (a) will not conflict withviolate any Laws, or result in any violation ofpermit, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, modification, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Claim upon any of the properties or assets of the Purchaser or any of its Subsidiaries under any provision of (A) the Organizational Documents of the Purchaser, (B) any material loan or credit agreement, note, bond, mortgage, indenture, lease franchise or other agreement applicable to Purchaser or any of its subsidiaries or (C) assuming the consents, approvals, authorizations, permits, filings and notifications are duly and timely obtained or made, any federal, state or local or other governmental law or ordinanceauthorization, or any order, writ, injunction, decreejudgment, rule plan or regulation decree (collectively, “Orders”) of Governmental Entities, (b) except for applicable requirements of the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), will not require any authorization, consent, approval, registration, exemption, license, permit, order or other action by or notice, declaration or application to or filing with, nor expiration of any court statutory waiting period of any Governmental Entity (including under any “plant closing” or other Governmental Authority applicable to the Purchaser, other than, in the case of clause (B) or (Csimilar Law), any such conflicts, violations, defaults, rights, Claims, detriments, laws or orders that, individually or in the aggregate, have not had and could not reasonably be expected to (x) impair the ability of the Purchaser to perform its obligations under the Agreement in any material respect, or (yc) delay subject to obtaining the consents, and providing the notices, described in Section 4.3 of the Seller Disclosure Schedule, will not violate or conflict with, or constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) or loss of a benefit under, or will not result in the termination of, or accelerate the performance required by, or will not result in the creation of any material respect or prevent the consummation of Lien upon any of the Transactions. No approval from any Governmental Authority is required by assets (including the Acquired Assets) of, Sellers or with respect to the Purchaser Shareholders or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Purchaser their Affiliates under, any term or the consummation by the Purchaser provision of the Transactionscharter, bylaws or similar organizational documents of such Sellers or of any Contract or restriction of any kind or character (including anything that would constitute and Assumed Liability) to which any Seller or Shareholder or any of their Affiliates is a party or by which any Seller or Shareholder or any of their respective Affiliates, assets or properties may be bound or affected.

No Violation; Consents. The (a) Provided that all authorizations, consents, approvals, exemptions and other actions described in Schedule 4.5 have been obtained or taken prior to the Effective Time, the execution and delivery of this Agreement and the Transaction Documents by Purchaser do not, and the consummation of the Transactions transactions contemplated hereby will not, (i) violate or conflict with any provision of the organizational documents of the Parent or any Parent Subsidiary, (ii) assuming the governmental filings, approvals, consents and compliance authorizations referred to in Section 4.5(b) are duly and timely made or obtained and that the Parent Stockholder Approval in accordance with the provisions hereof by Purchaser will not DGCL is duly obtained, violate or conflict withwith any applicable law, ordinance, rule or regulation of any Governmental Authority or any applicable order, writ, judgment or decree of any court or other competent authority, or (iii) result in a breach of any violation provision of, or constitute a default (or an event which, with or without notice or lapse of time, time or both, would constitute a default) under, or give rise to result in the termination of, accelerate the performance required by, result in a right of termination, modification, cancellation termination or acceleration under, require any offer to purchase or any prepayment of any obligation or to the loss of a benefit under, debt or result in the creation of any Claim Liens upon any of the properties properties, or assets of the Purchaser Parent or any of its the Parent Subsidiaries under any provision of (A) the Organizational Documents of the Purchaserterms, (B) conditions or provisions of any material loan contract or agreement or any bank loan, indenture or credit agreement, note, bond, mortgage, indenture, lease or other agreement applicable in each case to Purchaser which the Parent or any of its subsidiaries or (C) assuming the consentsParent Subsidiary is a party, approvals, authorizations, permits, filings and notifications are duly and timely obtained or made, any federal, state or local or other governmental law or ordinance, or any order, writ, injunction, decree, rule or regulation of any court or other Governmental Authority applicable to the Purchaser, other thanexcept, in the case of clause (Bii) or and (C)iii) above, any for such conflicts, violations, defaults, rightsbreaches, Claimsaccelerations, detriments, laws or orders thatother occurrences that would not, individually or in the aggregate, have not had a Parent Material Adverse Effect. (b) Except for (i) the filing and could not reasonably be expected recordation of appropriate merger documents as required by the DGCL or applicable law of other states in which Parent or Merger Sub is qualified to do business, (xii) impair the ability 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 (in connection with the proposed listing as contemplated by Section 6.14), (iii) filings, notices, and approvals required by any Governmental Authority, including the FCC pursuant to the Communications Act of 1934, as amended by the Telecommunications Act of 1996, 47 U.S.C. §§ 151. et. seq., as set forth on Schedule 4.5 and by the state public utility commissions or foreign regulatory authorities as set forth on Schedule 4.5, and (iv) such other authorizations, consents, approvals or filings the failure of which to obtain or make would not, individually or in the aggregate, have a Parent Material Adverse Effect or prevent or materially delay consummation of the Purchaser to perform Merger, or otherwise prevent Parent or Merger Sub from performing its obligations under the Agreement in any material respectthis Agreement, no authorization, consent or (y) delay in any material respect approval of or prevent the consummation of any of the Transactions. No approval from filing with any Governmental Authority is required to be obtained or made by or with respect to the Purchaser Parent or any of its Subsidiaries in connection with Parent Subsidiary for the execution and delivery by Parent or Merger Sub of this Agreement by Purchaser or the consummation by the Purchaser Parent or Merger Sub of the TransactionsMerger. No authorization, consent or approval of any nongovernmental third party is required to be obtained by Parent or any Parent Subsidiary for the execution and delivery by Parent or Merger Sub of this Agreement or the consummation by Parent or Merger Sub of the Merger, except where failure to obtain such authorizations, consents or approvals would not prevent or materially delay the consummation of the Merger, or otherwise prevent Parent or Merger Sub from performing its obligations under this Agreement, and would not, individually or in the aggregate, have a Parent Material Adverse Effect.

No Violation; Consents. The execution and delivery of this Agreement and the Transaction Documents by Purchaser do not, and the consummation of the Transactions and (a) Except for compliance with the Securities Exchange Act of 1934 (the "Exchange Act"), neither the execution, delivery and performance by RISCORP of this Agreement, the filing of the Articles of Merger with the Secretary of State for the State of Florida, the consummation by RISCORP of the transactions contemplated hereby, nor compliance by RISCORP with any of the provisions hereof by Purchaser will not hereof, will: (i) violate, conflict with, result in a breach of any provision of, constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, result in the termination of, accelerate the performance required by, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, modification, cancellation termination or acceleration of any obligation or to the loss of a benefit underacceleration, or result in the creation of any Claim lien, security interest, charge or encumbrance upon any of the properties or assets of RISCORP, under any of the Purchaser terms, conditions or provisions of, (x) RISCORP's Articles of Incorporation or Bylaws, (y) the articles of incorporation, certificate of incorporation, bylaws or any similar organizational document of its Subsidiaries under any provision of Insurance Subsidiary, or (A) the Organizational Documents of the Purchaser, (Bz) any material loan or credit agreement, note, bond, mortgage, indenture, lease indenture or other agreement applicable Material Contract (as hereinafter defined) to Purchaser which RISCORP or any of its subsidiaries or (C) assuming the consents, approvals, authorizations, permits, filings and notifications are duly and timely obtained or made, any federal, state or local or other governmental law or ordinanceRISCORP Subsidiary is a party, or by which RISCORP or any RISCORP Subsidiary may be bound, or to which RISCORP or any RISCORP Subsidiary or the properties or assets of any of them may be subject; or (ii) subject to compliance with the statutes and regulations referred to in Section 3.4(b), violate any valid and enforceable judgment, ruling, order, award, writ, injunction, decree, or any statute, rule or regulation of any court or other Governmental Authority applicable to RISCORP or any RISCORP Subsidiary or any of their respective properties or assets. (b) Except for (i) compliance with the PurchaserExchange Act, other than(ii) notices, in filings, authorizations, exemptions, consents or approvals, the case failure of clause (B) which to give or (C), any such conflicts, violations, defaults, rights, Claims, detriments, laws or orders thatobtain would not, individually or in the aggregate, have not had and could not reasonably be expected to a Material Adverse Effect on RISCORP, (xiii) impair the ability filing of the Purchaser Articles of Merger with the Secretary of State of Florida, and (iv) the filing of the notices with or the consents obtained from the state insurance commissioners of Florida and Missouri or other regulatory authorities set forth in the RISCORP Disclosure Letter and the surrender of certificates of authority or insurance licenses in those states in which such surrender has not been accomplished prior to perform its obligations under the Agreement in any material respector at Closing, no notice to, filing with, authorization of, exemption by, or (y) delay in consent or approval of, any material respect governmental authority or prevent the consummation of any of the Transactions. No approval from any Governmental Authority other regulatory body is required by or with respect to the Purchaser or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Purchaser or necessary for the consummation by the Purchaser RISCORP of the Transactionstransactions contemplated by this Agreement.

No Violation; Consents. The (a) Provided that all authorizations, consents, approvals, exemptions and other actions described in Schedule 3.5 have been obtained or taken prior to the Effective Time, the execution and delivery of this Agreement and the Transaction Documents by Purchaser do not, and the consummation of the Transactions transactions contemplated hereby will not, (i) violate or conflict with any provision of the organizational documents of the Company or any Company Subsidiary, (ii) assuming the governmental filings, approvals, consents and compliance authorizations referred to in Section 3.5(b) are duly and timely made or obtained and that the Company Stockholder Approval in accordance with the provisions hereof by Purchaser will not DGCL is duly obtained, violate or conflict withwith any applicable law, ordinance, rule or regulation of any Governmental Authority or any applicable order, writ, judgment or decree of any court or other competent authority, or (iii) result in a breach of any violation provision of, or constitute a default (or an event which, with or without notice or lapse of time, time or both, would constitute a default) under, or give rise to result in the termination of, accelerate the performance required by, result in a right of termination, modification, cancellation termination or acceleration under, require any offer to purchase or any prepayment of any obligation or to the loss of a benefit under, debt or result in the creation of any Claim liens, pledges, security interests, claims or encumbrances (“Liens”) upon any of the properties properties, or assets of the Purchaser Company or any of its the Company Subsidiaries under any provision of (A) the Organizational Documents of the Purchaserterms, (B) conditions or provisions of any material loan contract or agreement or any bank loan, indenture or credit agreement, note, bond, mortgage, indenture, lease or other agreement applicable in each case to Purchaser which the Company or any of its subsidiaries or (C) assuming the consentsCompany Subsidiary is a party, approvals, authorizations, permits, filings and notifications are duly and timely obtained or made, any federal, state or local or other governmental law or ordinance, or any order, writ, injunction, decree, rule or regulation of any court or other Governmental Authority applicable to the Purchaser, other thanexcept, in the case of clause (Bii) or and (C)iii) above, any for such conflicts, violations, defaults, rightsbreaches, Claimsaccelerations, detriments, laws or orders thatother occurrences that would not, individually or in the aggregate, have not had a Company Material Adverse Effect. (b) Except for (i) the filing and could not reasonably be expected recordation of appropriate merger documents as required by the DGCL or applicable law of other states in which the Company is qualified to do business, (xii) impair the ability applicable requirements of (A) the Securities Act of 1933 (including the rules and regulations thereunder, the “Securities Act”), the Securities Exchange Act of 1934 (including the rules and regulations thereunder, the “Exchange Act”) and any other applicable U.S. state or federal securities laws, and (B) the NASDAQ, (iii) filings, notices, and approvals required by any Governmental Authority, including the U.S. Federal Communications Commission or any successor agency thereto (the “FCC”) pursuant to the Communications Act of 1934, as amended by the Telecommunications Act of 1996, 47 U.S.C. §§ 151. et. seq., as set forth on Schedule 3.5 and by the state public utility commissions or foreign regulatory authorities as set forth on Schedule 3.5, and (iv) 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 or prevent or materially delay consummation of the Purchaser to perform Merger, or otherwise prevent the Company from performing its obligations under the Agreement in any material respectthis Agreement, no authorization, consent or (y) delay in any material respect approval of or prevent the consummation of any of the Transactions. No approval from filing with any Governmental Authority is required to be obtained or made by or with respect to the Purchaser Company or any of its Subsidiaries in connection with Company Subsidiary for the execution and delivery by the Company of this Agreement by Purchaser or the consummation by the Purchaser Company of the TransactionsMerger. No authorization, consent or approval of any nongovernmental third party is required to be obtained by the Company or any Company Subsidiary for the execution and delivery by the Company of this Agreement or the consummation by the Company of the Merger, except where failure to obtain such authorizations, consents or approvals would not prevent or materially delay the consummation of the Merger, or otherwise prevent the Company from performing its obligations under this Agreement, and would not, individually or in the aggregate, have a Company Material Adverse Effect.

No Violation; Consents. The (a) Except as set forth on Section 2.4(a) of the Parent Disclosure Letter, the execution and delivery of this Agreement by each of Parent and the Transaction Documents by Purchaser do Company does not, and the consummation by Parent and the Company of the Transactions and compliance with the provisions hereof by Purchaser transactions contemplated hereby will not (i) conflict withwith or violate the certificate of incorporation and bylaws of Parent or the Company or the comparable organizational documents of any of the Company Subsidiaries, (ii) constitute a breach or result in any violation of, or a default (or an event which, with or without notice or lapse of time, time or both, would constitute such a default) under, require consent under, or give rise to a right of termination, modificationcancellation, cancellation creation or acceleration of any obligation obligation, payment of any consent or similar fee, or to the loss of a any benefit under, or result in the creation of any Claim Lien upon any of the properties or assets of the Purchaser Company or any of its the Company Subsidiaries under under, any provision indenture, mortgage, deed of (A) the Organizational Documents of the Purchasertrust, (B) any material loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement applicable agreement, including any Company Material Contract, instrument or Permit to Purchaser which Parent, the Company or any Company Subsidiary is a party or by which any of them or any of its subsidiaries their respective properties are bound or subject, (Ciii) (assuming that the consents, approvals, authorizations, permits, filings consents and notifications approvals referred to in Section 2.4(b) are duly and timely obtained and that the adoption of this Agreement by the Parent Required Votes are obtained) conflict with or madeviolate any Law or any order, judgment, decree or injunction (each, an “Order”) of any federal, state or local or foreign government, any court, administrative, regulatory or other governmental law agency, commission or ordinance, authority or any ordernon-governmental United States or foreign self-regulatory agency, writcommission, injunctionbody, decreeentity or authority or any arbitral tribunal (each, rule a “Governmental Entity”) directed to Parent or regulation the Company or any of the Company Subsidiaries or any court or other Governmental Authority applicable to the Purchaserof their properties, other thanexcept, in the case of clause (Bii) or and (Ciii), any for such conflicts, breaches, violations, defaultsconsent requirements, rightsterminations, Claimsobligations, detrimentsfees, laws loss of benefits, defaults or orders thatLiens, that have not had, and could not reasonably be expected to have, individually or in the aggregate, have not had and could not reasonably be expected a Material Adverse Effect. (b) Except for (i) obtaining the Parent Required Votes approving transactions contemplated by this Agreement pursuant to (x) impair the ability laws of the Purchaser to perform its obligations under State of Delaware, the Agreement in any material respectParent’s Certificate of Incorporation, or (y) delay in any material respect or prevent the consummation of any requirements of the Transactions. No approval from Securities Exchange Act of 1934 (the “Exchange Act”) and any Governmental Authority is required by other applicable U.S. state or with respect federal securities laws and the laws of the State of Nevada, (ii) authorizations, consents, approvals or filings under any Environmental Laws relating to the Purchaser transfer or any issuance of its Subsidiaries Environmental Permits in connection with the Acquisition, and (iii) the consents, approvals, and authorizations listed on Section 2.4(b) of the Parent Disclosure Letter, no other consent, approval or authorization of, or registration with, any Governmental Entity or any third party is required to be obtained or made by Parent or the Company for the execution and delivery by Parent and the Company of this Agreement by Purchaser or the consummation by Parent or the Purchaser Company of the Transactionstransactions contemplated hereby.

No Violation; Consents. The (a) Assuming the making or receipt of all filings, notices, registrations, consents, approvals, permits and authorizations described in this Section 5.5, the execution and delivery of this Agreement, the Registration Rights Agreement and the Transaction Documents by Purchaser do notWarrants, and the issuance of the Common Stock, the consummation of the Transactions transactions contemplated hereby, by the Registration Rights Agreement and the Warrants, the compliance by the Company with any of the provisions hereof by Purchaser or of the Registration Rights Agreement and the Warrants, will not (i) conflict with, violate or result in any breach of the Certificate of Incorporation, as amended, or by-laws of the Company or its Subsidiaries, (ii) result in a violation or breach of, or default constitute (with or without due notice or lapse of time, time or both) under, a default or give rise to a any right of termination, modification, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Claim upon Lien on or against any of the properties or assets of the Purchaser Company or any of its Subsidiaries under pursuant to any provision of (A) the Organizational Documents of the Purchaser, (B) terms or conditions of any material loan or credit agreement, note, bond, mortgage, indenture, lease license, agreement or other agreement applicable instrument or obligation to Purchaser which the Company or any of its subsidiaries Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or (Ciii) assuming the consentsviolate any statute, approvalslaw, authorizationsrule, permits, filings and notifications are duly and timely obtained or made, any federal, state or local or other governmental law or ordinance, or any orderregulation, writ, injunction, decreejudgment, rule order or regulation decree of any court Governmental Entity, binding on the Company or other Governmental Authority applicable to any of its Subsidiaries or any of their properties or assets, excluding from the Purchaser, other than, in the case of clause foregoing clauses (B) or (Ci), any such (ii) and (iii) conflicts, violations, breaches, defaults, rightsrights of termination, Claimscancellation or acceleration, detriments, laws or orders thatand liens which, individually or in the aggregate, would not have a Material Adverse Effect, would not had and could not reasonably be expected to (x) impair the ability prevent or materially delay consummation of the Purchaser to perform its obligations under transactions contemplated hereby and would not affect the Agreement in any material respect, or (y) delay in any material respect or prevent the consummation of any validity of the Transactions. No approval from 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 Authority Entity is required to be made or obtained by or with respect to the Purchaser Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement, the Registration Rights Agreement by Purchaser and the Warrants, the issuance of the Common Stock or the consummation by the Purchaser Company of the Transactionstransactions contemplated hereby and thereby.

No Violation; Consents. (a) The execution and delivery of this Agreement and by the Transaction Documents by Purchaser Company do not, and the consummation by the Company of the Transactions and compliance transactions contemplated hereby will not, (i) violate, breach or conflict with the provisions hereof by Purchaser will not conflict withcertificate of incorporation, bylaws, certificate of formation, limited liability company agreement, certificate of limited partnership, agreement of limited partnership or result in other organizational documents, as applicable, of the Company or any Company Subsidiary; (ii) constitute a breach or violation of, or a default (or an event that, with or without notice or lapse of time, time or both, would constitute such a default) under, or give rise to a right of termination, modification, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Claim upon any of the properties or assets of the Purchaser or any of its Subsidiaries under any provision of (A) the Organizational Documents of the Purchaser, (B) any material loan or credit agreement, note, bondindenture, mortgage, indenturedeed of trust, loan agreement, lease or other agreement applicable or instrument to Purchaser which the Company or any Company Subsidiary is a party or by which any of them or any of its subsidiaries their respective properties or assets is bound; (Ciii) violate any statute, law or regulation or any order, judgment, decree or injunction of any court or governmental authority having jurisdiction over the Company or any Company Subsidiary or any of their respective properties or assets (assuming that the consents, approvals, authorizations, permits, filings consents and notifications 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); or made(iv) result in the creation or imposition of any lien, charge or encumbrance upon any federal, state property or local or other governmental law or ordinance, asset of the Company or any order, writ, injunction, decree, rule or regulation of any court or other Governmental Authority applicable Company Subsidiary pursuant to the Purchaser, other than, agreements and instruments referred to in clause (ii); except (A) in the case of clause clauses (B) or (Cii), (iii) and (iv), for any such conflictsbreaches, violations, defaults, rights, Claims, detriments, laws defaults or orders thatliens that would not, individually or in the aggregate, have not had and could not reasonably be expected to have a Company Material Adverse Effect, and (xB) impair in the ability case of clause (iv), for redemption and any other rights granted to the holders of the Purchaser Convertible Notes pursuant to perform its obligations under the Agreement Indenture. For the avoidance of doubt, Parent acknowledges and agrees that the Company and the Company Subsidiaries have numerous contracts containing change of control provisions that would permit a counterparty thereto to terminate such contract (all such contracts that are material being listed in any material respectSection 2.5(a) of the Company Schedule), or (y) delay in any material respect or prevent and that the consummation termination of any of the Transactions. No approval from any Governmental Authority is required by or with respect to the Purchaser or any of its Subsidiaries such contract in connection with the consummation of the Merger shall not constitute a Company Material Adverse Effect. (b) Except for (i) any application, filing or submission required to be made, or any consent, approval or authorization required to be obtained, under Title 49 of the United States Code or under any regulation, rule, order, notice or policy of the U.S. Federal Aviation Administration (the “FAA”), the U.S. Department of Transportation (the “DOT”), the U.S. Federal Communications Commission (the “FCC”), and the U.S. Department of Homeland Security (the “DHS”), including the U.S. Transportation Security Administration (the “TSA”) and the U.S. Customs and Border Protection (the “CBP”), (ii) any consent, approval, order, authorization, transfer, waiver, disclaimer, registration, declaration or filing required to be made with or obtained from any other governmental authority that regulates any aspect of airline operations or the airline business, including the environmental (e.g., noise, air emissions and water quality), aircraft, air traffic control, airport communication, agricultural, export/import, immigration and customs aspects, (iii) 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, (iv) 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 NYSE, (v) the filing or recordation of merger or other appropriate documents as required by the DGCL or applicable law of other states in which the Company is qualified to do business, (vi) any governmental authorizations, consents, approvals or filings necessary for transfers of permits and licenses, (vii) filings as may be required by any governmental authorities with respect to any matters relating to Taxes and (viii) such other authorizations, consents, approvals, registrations or filings the absence or omission of which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, no authorization, consent or approval of, or filing or registration 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 by Purchaser or the consummation by the Purchaser Company of the Transactionstransactions contemplated hereby.

No Violation; Consents. The (a) Subject to receiving the consents or waivers referred to on Schedule 4.3(a) and the consents referred to in Section 4.3(b), the execution and delivery by Sellers of this Agreement and the Transaction Documents by Purchaser do not, to which each Seller is a party and the consummation of the Transactions transactions contemplated hereby and compliance with the provisions hereof by Purchaser thereby do not and will not (i) violate any provision of the certificate of incorporation, bylaws, limited liability company agreement or other similar organizational documents of any of the Sellers 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 any violation the breach of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a any right of termination, modificationacceleration, cancellation or acceleration termination of any material right or obligation of Sellers or any Transfer Group Company under, any material agreement or other instrument to which Seller or any Transfer Group Company is a party or by which Sellers or any Transfer Group Company or any of their respective properties or assets are bound, (iii) subject to the loss entry of a benefit underthe Approval Order, violate any Order of any Governmental Authority to which Sellers or any Transfer Group Company is bound or subject, (iv) subject to the entry of the Approval Order, violate any Applicable Law or (v) except as provided in this Agreement, result in the imposition or creation of any Claim Lien upon any of the properties or assets of the Purchaser or any of its Subsidiaries under any provision of (A) the Organizational Documents of the Purchaser, (B) any material loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement applicable to Purchaser or any of its subsidiaries or (C) assuming the consents, approvals, authorizations, permits, filings and notifications are duly and timely obtained or made, any federal, state or local or other governmental law or ordinance, or any order, writ, injunction, decree, rule or regulation of any court or other Governmental Authority applicable to the PurchaserEquity Interest, other than, in the case of clause clauses (Bii) or through (Cv), any such conflictsconflict, violationsviolation, defaultsbreach, rightsdefault, Claimsrequirement for consents, detrimentsrights of acceleration, laws cancellation, termination or orders thatLien that would not reasonably be expected to have, individually or in the aggregate, have not had a Seller Material Adverse Effect or a Transfer Group Material Adverse Effect. (b) Except as set xxxxx xx Xxxxxule 4.3(b) and could not reasonably except for (i) any filings required under the HSR Act, (ii) such filings with, and Orders of, the FCC as may be expected to required under the Communications Act and (xiii) impair the ability entry of the Purchaser to perform its obligations under Approval Order, the Agreement in any material respectentry of the Bidding Procedures Order, no Order or Permit issued by, or (y) delay in any material respect declaration or prevent the consummation of any of the Transactions. No approval filing with, or notification to, or waiver from or consent from, any Governmental Authority is required by or with respect to on the Purchaser or any part of its Subsidiaries Sellers in connection with the execution and delivery of this Agreement, or the compliance or performance by Sellers with any provision contained in this Agreement by Purchaser or the consummation by the Purchaser of the Transactionstransactions contemplated hereby, except for any such requirements, the failure of which to be obtained or made would not reasonably be expected to have, individually or in the aggregate, a Seller Material Adverse Effect or a Transfer Group Material Adverse Effect.

No Violation; Consents. (a) The execution execution, delivery and delivery performance by the Company of this Agreement and the Transaction Documents by Purchaser do not, and the consummation of the Transactions transactions contemplated hereby to be performed by the Company do not and compliance with the provisions hereof by Purchaser will not conflict with, or result in any violation of, or default (with or without notice or lapse of time, or bothi) under, or give rise to a right of termination, modification, cancellation or acceleration contravene the applicable provisions of any obligation law, statute, rule, regulation, order, writ, injunction, judgment or to the loss of a benefit under, or result in the creation decree of any Claim upon any of the properties or assets of the Purchaser court or any of its Subsidiaries under federal or state government or political subdivision thereof and any provision of (A) the Organizational Documents of the Purchaser, (B) any material loan or credit agreement, note, bond, mortgage, indenture, lease agency or other agreement applicable entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to Purchaser government (a “Governmental Authority”) to or by which the Company or any of its subsidiaries or any of its or their respective properties or assets is bound, (Cii) assuming the consentsviolate, approvalsresult in a breach of or constitute (with due notice or lapse of time or both) a default or give rise to an event of acceleration under any contract, authorizationslease, permitsloan or credit agreement, filings and notifications are duly and timely obtained or mademortgage, any federalsecurity agreement, state or local trust indenture or other governmental law agreement or ordinanceinstrument to which the Company is a party or by which it or any of its subsidiaries is bound or to which any of its respective properties or assets is subject, nor result in the creation or imposition of any lien, security interest, charge or encumbrance of any kind upon any of the properties, assets or capital stock of the Company or any of its subsidiaries, or (iii) violate any orderprovision of the organizational and other governing documents of the Company or any of its subsidiaries. (b) Subject to the accuracy of the Purchasers’ representations and warranties herein, writno consent, injunctionapproval, decreeauthorization or order of, rule or regulation of filing or registration with, any court or other Governmental Authority applicable or other person is required to be obtained or made by the PurchaserCompany for the execution, other than, in the case delivery and performance of clause (B) this Agreement or (C), any such conflicts, violations, defaults, rights, Claims, detriments, laws or orders that, individually or in the aggregate, have not had and could not reasonably be expected to (x) impair the ability of the Purchaser to perform its obligations under the Agreement in any material respect, or (y) delay in any material respect or prevent the consummation of any of the Transactions. No approval from any Governmental Authority is transactions contemplated hereby except for those consents or authorizations previously made or obtained and those filings which are required by to be made under federal or with respect state securities laws that, pursuant to such laws, may be made after the Purchaser or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Purchaser or the consummation by the Purchaser of the Transactionsdate hereof.

No Violation; Consents. The execution (a) Subject to any filings referred to in Section 3.4(b), the execution, delivery and delivery performance by the Company of this Agreement and the Transaction Documents Warrant and the consummation by Purchaser the Company of the Transactions do not and will not, directly or indirectly (with or without notice, lapse of time or both), contravene any Applicable Law. The execution, delivery and performance by the Company of this Agreement and the Warrant and the consummation of the Transactions do not and compliance will not, directly or indirectly (with the provisions hereof by Purchaser will not conflict withor without notice, lapse of time or both), constitute or result in any (i) a breach or violation of, or a default (with or without notice or lapse under, the acceleration of timeany obligations, or both) any party obtaining the right to exercise any remedy under, or give rise to a right of termination, modification, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of a Lien on or with respect to any Claim upon any of assets owned or used by the properties or assets of the Purchaser Company or any of its Subsidiaries under Company Subsidiary pursuant to, any provision of (A) the Organizational Documents of the Purchaser, (B) any material loan or credit agreement, lease, license, contract, note, bond, mortgage, indenture, lease arrangement or other agreement applicable obligation (“Contracts”) to Purchaser which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary is bound or to which any of its subsidiaries their respective assets is subject or any law or governmental or non-governmental permit or license to which the Company or any Company Subsidiary is subject, (ii) any change in the rights or obligations of any party under any of such Contracts or (Ciii) assuming a breach or violation of, or a default under, the consentscertificate of incorporation or by-laws of the Company or any Company Subsidiary currently in effect or any resolution adopted by the board of directors or the stockholders of the Company or any Company Subsidiary. (b) Except for applicable filings, approvalsif any, authorizationsrequired by applicable federal and state securities laws, permitswhich, filings in each case, are not required to be made on or prior to the date hereof (and notifications are duly and which shall be made in a timely manner by the Company), no consent, authorization or order of, or filing or registration with, any Governmental Entity or other Person is required to be obtained or made, any federal, state made by the Company or local or other governmental law or ordinance, or any order, writ, injunction, decree, rule or regulation of any court or other Governmental Authority applicable to the Purchaser, other than, in the case of clause (B) or (C), any such conflicts, violations, defaults, rights, Claims, detriments, laws or orders that, individually or in the aggregate, have not had and could not reasonably be expected to (x) impair the ability of the Purchaser to perform its obligations under the Agreement in any material respect, or (y) delay in any material respect or prevent the consummation of any of the Transactions. No approval from any Governmental Authority is required by or with respect to the Purchaser or any of its Company Subsidiaries in connection with for the execution and delivery of this Agreement by Purchaser or the Warrant or the consummation by the Purchaser Company of the Transactions.

No Violation; Consents. The execution Except as set forth in SCHEDULE 3.07, the execution, delivery and performance by the Company and each of its Subsidiaries of each of the Transaction Documents to which each is a party, the issuance, authentication, sale and delivery of this Agreement the Notes and compliance by the Transaction Documents by Purchaser do not, Company and each of its Subsidiaries party thereto with the terms thereof and the consummation of the Transactions and compliance with transactions contemplated by the provisions hereof by Purchaser Transaction Documents will not conflict with, or result in any violation of, or default (with or without due notice or lapse of time, time or both) (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or cause or give rise to a right of termination, modification, cancellation the acceleration or acceleration increase of any obligation benefits or to the loss of a benefit underany termination right, or result in the creation or imposition of any Claim Lien (other than the Liens created in favor of the Security Trustee) upon any of the properties property or assets of the Purchaser Company or any of its Subsidiaries under pursuant to, any provision of (A) the Organizational Documents of the Purchaser, (B) any material loan or credit agreement, note, bondindenture, mortgage, indenturedeed of trust, lease loan agreement or other agreement applicable or instrument, including any lease or employment agreement, or any Permit, to Purchaser which the Company or any of its subsidiaries Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries is subject, (ii) result in any violation of the provisions of the charter or bye-laws or similar organizational documents of the Company or any of its Subsidiaries or (Ciii) assuming result in the consents, approvals, authorizations, permits, filings and notifications are duly and timely obtained or made, violation of any federal, state or local or other governmental law or ordinance, statute or any judgment, order, writ, injunction, decree, rule or regulation of any court or other Governmental Authority applicable to arbitrator or governmental agency or body having jurisdiction over the Purchaser, other than, in the case of clause (B) or (C), any such conflicts, violations, defaults, rights, Claims, detriments, laws or orders that, individually or in the aggregate, have not had and could not reasonably be expected to (x) impair the ability of the Purchaser to perform its obligations under the Agreement in any material respect, or (y) delay in any material respect or prevent the consummation of any of the Transactions. No approval from any Governmental Authority is required by or with respect to the Purchaser Company or any of its Subsidiaries in connection with or any of their properties or assets; and no consent, approval, authorization or order of, or filing or registration with, or notification of, any such court or arbitrator or governmental agency or body under any such statute, judgment, order, decree, rule or regulation is required for the execution execution, delivery and performance by the Company and each of its Subsidiaries of each of the Transaction Documents to which each is a party, the issuance, authentication, sale and delivery of this Agreement the Notes and compliance by Purchaser or the Company and each of its Subsidiaries with the terms thereof and the consummation of the transactions contemplated by the Purchaser of the TransactionsTransaction Documents.

No Violation; Consents. The Except as set forth in Schedule 7.2 attached hereto, the execution and delivery of this Agreement and the Transaction Documents by Purchaser do notAgreement, and the consummation of the Transactions transactions contemplated by this Agreement and compliance with the provisions hereof by Purchaser do not and will not not: (a) conflict withwith or violate any of the provisions of any Seller's Articles of Incorporation, as amended, or any resolution of the Board of Directors of any Seller, (b) violate any law, ordinance, rule or regulation or any judgment, order, writ, injunction or decree or similar command of any court, administrative or governmental agency or other body applicable to any Seller, any Assets, any Business or any Liabilities, (c) provided that the transactions contemplated hereby and (to the extent described in Sections 8.16 and 9.7) the Real Property Purchase Agreement are consummated, violate or conflict with or result in any violation a breach of, or constitute a default (with or without notice or lapse of time, or both) under, or give an event giving rise to a right of terminationtermination of, modificationany Contract (as defined in Section 7.10), cancellation any material instrument, agreement or acceleration indenture or any mortgage, deed of trust or similar contract to which any obligation of the Sellers or to any of the loss Stockholders is a party or by which any of a benefit underthe Sellers, any of the Stockholders or any of the Assets are bound or affected, (d) result in the creation or imposition of any Claim Encumbrance upon any of the properties or assets of the Purchaser or any of its Subsidiaries under any provision of (A) the Organizational Documents of the PurchaserAssets, (B) any material loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement applicable to Purchaser or any of its subsidiaries or (Ce) assuming except for the consentsArticles of Transfer or as otherwise specifically contemplated by this Agreement, approvalsrequire the consent, authorizationsauthorization or approval of, permitsor notice to, filings and notifications are duly and timely obtained or madefiling or registration with, any federal, state governmental body or local or other governmental law or ordinanceauthority, or any order, writ, injunction, decree, rule or regulation of any court or other Governmental Authority applicable to the Purchaser, other than, in the case of clause (B) or (C), any such conflicts, violations, defaults, rights, Claims, detriments, laws or orders that, individually or in the aggregate, have not had and could not reasonably be expected to (x) impair the ability of the Purchaser to perform its obligations under the Agreement in any material respect, or (y) delay in any material respect or prevent the consummation of any of the Transactions. No approval from any Governmental Authority is required by or with respect to the Purchaser or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Purchaser or the consummation by the Purchaser of the Transactionsthird party.

No Violation; Consents. (a) The execution and delivery of this Agreement by Parent and the Transaction Documents by Purchaser Merger Sub do not, and the consummation by Parent and Merger Sub of the Transactions and compliance with the provisions hereof by Purchaser transactions contemplated hereby will not (i) conflict withwith or violate the Parent Governing Documents, (ii) constitute a breach or result in any violation of, or a default (or an event which, with or without notice or lapse of time, time or both, would constitute such a default) under, require consent under, or give rise to a right of termination, modificationcancellation, cancellation creation or acceleration of any obligation obligation, payment of any consent or similar fee, or to the loss of a any benefit under, or result in the creation of any Claim Lien upon any of the properties or assets of the Purchaser Parent or any of its Subsidiaries under under, any provision indenture, mortgage, deed of (A) the Organizational Documents of the Purchasertrust, (B) any material loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement applicable agreement, instrument or Permit to Purchaser which Parent or any of its subsidiaries Subsidiaries is a party or by which any of them or any of their respective properties are bound or subject, (Ciii) (assuming that the consents, approvals, authorizations, permits, filings consents and notifications approvals referred to in Section 4.5(b) are duly and timely obtained made or made, obtained) conflict with or violate any federal, state or local or other governmental law or ordinance, Law or any order, writjudgment, injunction, decree, rule decree or regulation injunction of any court Governmental Entity directed to Parent or other Governmental Authority applicable to the Purchaserany of its Subsidiaries or any of their properties, other thanexcept, in the case of clause (Bii) or (Ciii), any for such conflicts, breaches, violations, defaultsconsent requirements, rightsterminations, Claimsobligations, detrimentsfees, laws loss of benefits, defaults or orders thatLiens, that have not had, and could not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect. (b) Except for (i) compliance with applicable requirements of 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, the Exchange Act and any other applicable U.S. state or federal securities laws and (B) the NYSE, (iii) filing or recordation of merger or other appropriate documents as required by Delaware Law or applicable Law of other states in which Parent is qualified to do business and (iv) such other authorizations, consents, approvals or filings the failure of which to obtain or make has not had had, and could not reasonably be expected to (x) impair have, individually or in the ability of the Purchaser to perform its obligations under the Agreement aggregate, a Material Adverse Effect, no consent, approval, order or authorization of, action by or in any material respectrespect of, or (y) delay in any material respect registration, declaration or prevent the consummation of any of the Transactions. No approval from filing with, any Governmental Authority Entity or any third party is required to be obtained or made by or with respect to the Purchaser or any of its Subsidiaries in connection with Parent and Merger Sub for the execution and delivery by Parent and Merger Sub of this Agreement by Purchaser or the consummation by the Purchaser Parent and Merger Sub of the Transactionstransactions contemplated hereby.

No Violation; Consents. (a) The execution and delivery of this Agreement and by the Transaction Documents by Purchaser Company do not, and the consummation by the Company of the Transactions and compliance with the provisions hereof by Purchaser transactions contemplated hereby will not (i) conflict withwith or violate the certificate of incorporation and bylaws of the Company or the comparable organizational documents of any of its Subsidiaries, (ii) constitute a breach or result in any violation of, or a default (or an event which, with or without notice or lapse of time, time or both, would constitute such a default) under, require consent under, or give rise to a right of termination, modificationcancellation, cancellation creation or acceleration of any obligation obligation, payment of any consent or similar fee, or to the loss of a any benefit under, or result in the creation of any Claim Lien upon any of the properties or assets of the Purchaser Company or any of its Subsidiaries under under, any provision indenture, mortgage, deed of (A) the Organizational Documents of the Purchasertrust, (B) any material loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement applicable agreement, including any Material Contract (as defined in Section 3.12(a)), instrument or Permit (as defined in Section 3.6(b)) to Purchaser which the Company or any of its subsidiaries Subsidiaries is a party or by which any of them or any of their respective properties are bound or subject, (Ciii) (assuming that the consents, approvals, authorizations, permits, filings consents and notifications approvals referred to in Section 3.5(b) are duly and timely made or obtained and that, to the extent required by applicable Law, the adoption of this Agreement by the Company Required Vote is obtained) conflict with or madeviolate any Law or any order, judgment, decree or injunction of any federal, state or local or foreign government, any court, administrative, regulatory or other governmental law agency, commission or ordinance, authority or any ordernon-governmental United States or foreign self-regulatory agency, writcommission, injunctionbody, decreeentity or authority or any arbitral tribunal (each, rule or regulation of any court or other a “Governmental Authority applicable Entity”) directed to the PurchaserCompany or any of its Subsidiaries or any of their properties, other thanexcept, in the case of clause (Bii) or (Ciii), any for such conflicts, breaches, violations, defaultsconsent requirements, rightsterminations, Claimsobligations, detrimentsfees, laws loss of benefits, defaults or orders thatLiens, that have not had, and could not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect. (b) Except for (i) compliance with applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 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 (the “Securities Act”), the Securities Exchange Act of 1934 (the “Exchange Act”) and any other applicable U.S. state or federal securities laws and (B) the NYSE (including the NYSE Amex), (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 and (iv) such other authorizations, consents, approvals or filings the failure of which to obtain or make has not had had, and could not reasonably be expected to (x) impair have, individually or in the ability of the Purchaser to perform its obligations under the Agreement aggregate, a Material Adverse Effect, no consent, approval, order or authorization of, action by or in any material respectrespect of, or (y) delay in any material respect registration, declaration or prevent the consummation of any of the Transactions. No approval from filing with, any Governmental Authority Entity or any third party is required to be obtained or made by or with respect to the Purchaser or any of its Subsidiaries in connection with Company for the execution and delivery by the Company of this Agreement by Purchaser or the consummation by the Purchaser Company of the Transactionstransactions contemplated hereby.

No Violation; Consents. The execution Except as set forth in Schedule 3.07, the execution, delivery and performance by the Company and each of its Subsidiaries of each of the Transaction Documents to which each is a party, the issuance, authentication, sale and delivery of this Agreement the Notes and compliance by the Transaction Documents by Purchaser do not, Company and each of its Subsidiaries party thereto with the terms thereof and the consummation of the Transactions and compliance with transactions contemplated by the provisions hereof by Purchaser Transaction Documents will not conflict with, or result in any violation of, or default (with or without due notice or lapse of time, time or both) (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or cause or give rise to a right of termination, modification, cancellation the acceleration or acceleration increase of any obligation benefits or to the loss of a benefit underany termination right, or result in the creation or imposition of any Claim Lien (other than the Liens created in favor of the Security Trustee) upon any of the properties property or assets of the Purchaser Company or any of its Subsidiaries under pursuant to, any provision of (A) the Organizational Documents of the Purchaser, (B) any material loan or credit agreement, note, bondindenture, mortgage, indenturedeed of trust, lease loan agreement or other agreement applicable or instrument, including any lease or employment agreement, or any Permit, to Purchaser which the Company or any of its subsidiaries Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries is subject, (ii) result in any violation of the provisions of the charter or bye-laws or similar organizational documents of the Company or any of its Subsidiaries or (Ciii) assuming result in the consents, approvals, authorizations, permits, filings and notifications are duly and timely obtained or made, violation of any federal, state or local or other governmental law or ordinance, statute or any judgment, order, writ, injunction, decree, rule or regulation of any court or other Governmental Authority applicable to arbitrator or governmental agency or body having jurisdiction over the Purchaser, other than, in the case of clause (B) or (C), any such conflicts, violations, defaults, rights, Claims, detriments, laws or orders that, individually or in the aggregate, have not had and could not reasonably be expected to (x) impair the ability of the Purchaser to perform its obligations under the Agreement in any material respect, or (y) delay in any material respect or prevent the consummation of any of the Transactions. No approval from any Governmental Authority is required by or with respect to the Purchaser Company or any of its Subsidiaries in connection with or any of their properties or assets; and no consent, approval, authorization or order of, or filing or registration with, or notification of, any such court or arbitrator or governmental agency or body under any such statute, judgment, order, decree, rule or regulation is required for the execution execution, delivery and performance by the Company and each of its Subsidiaries of each of the Transaction Documents to which each is a party, the issuance, authentication, sale and delivery of this Agreement the Notes and compliance by Purchaser or the Company and each of its Subsidiaries with the terms thereof and the consummation of the transactions contemplated by the Purchaser of the TransactionsTransaction Documents.

No Violation; Consents. (a) The execution execution, delivery and delivery performance by the Company of this Agreement and the Transaction Documents by Purchaser do not, and the consummation of the Transactions transactions contemplated hereby to be performed by the Company do not and compliance with the provisions hereof by Purchaser will not conflict with, or result in any violation of, or default (with or without notice or lapse of time, or bothi) under, or give rise to a right of termination, modification, cancellation or acceleration contravene the applicable provisions of any obligation law, statute, rule, regulation, order, writ, injunction, judgment or to the loss of a benefit under, or result in the creation decree of any Claim upon any of the properties or assets of the Purchaser court or any of its Subsidiaries under federal or state government or political subdivision thereof and any provision of (A) the Organizational Documents of the Purchaser, (B) any material loan or credit agreement, note, bond, mortgage, indenture, lease agency or other agreement applicable entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to Purchaser government (a "Governmental Authority") to or by which the Company or any of its subsidiaries or any of its or their respective properties or assets is bound, (Cii) assuming the consentsviolate, approvalsresult in a breach of or constitute (with due notice or lapse of time or both) a default or give rise to an event of acceleration under any contract, authorizationslease, permitsloan or credit agreement, filings and notifications are duly and timely obtained or mademortgage, any federalsecurity agreement, state or local trust indenture or other governmental law agreement or ordinanceinstrument to which the Company is a party or by which it or any of its subsidiaries is bound or to which any of its respective properties or assets is subject, nor result in the creation or imposition of any lien, security interest, charge or encumbrance of any kind upon any of the properties, assets or capital stock of the Company or any of its subsidiaries, or (iii) violate any orderprovision of the organizational and other governing documents of the Company or any of its subsidiaries. (b) Subject to the accuracy of the Purchasers’ representations and warranties herein, writno consent, injunctionapproval, decreeauthorization or order of, rule or regulation of filing or registration with, any court or other Governmental Authority applicable or other person is required to be obtained or made by the PurchaserCompany for the execution, other than, in the case delivery and performance of clause (B) this Agreement or (C), any such conflicts, violations, defaults, rights, Claims, detriments, laws or orders that, individually or in the aggregate, have not had and could not reasonably be expected to (x) impair the ability of the Purchaser to perform its obligations under the Agreement in any material respect, or (y) delay in any material respect or prevent the consummation of any of the Transactions. No approval from any Governmental Authority is transactions contemplated hereby except for those consents or authorizations previously made or obtained and those filings which are required by to be made under federal or with respect state securities laws that, pursuant to such laws, may be made after the Purchaser or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Purchaser or the consummation by the Purchaser of the Transactionsdate hereof.

No Violation; Consents. The Except as set forth on Schedule 2.4, neither the execution and delivery of this Agreement and or the Transaction Documents by Purchaser do notother Documents, and the consummation of the Transactions transactions contemplated hereby or thereby, nor the performance of this Agreement or the other Documents and such other agreements in compliance with the provisions terms and conditions hereof and thereof by Purchaser will not conflict with, the Corporation will: (i) violate or result in any violation ofbreach of any trust agreement, Articles of Incorporation, Bylaws, judgment, decree, order, statute or regulation applicable to the Corporation; (ii) violate or result in a breach, default (with or without notice or lapse of time, or both) under, termination or give rise to a any right of termination, modification, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation maturity of any Claim upon payment date of any of the properties or assets material obligations of the Purchaser Corporation or increase or otherwise affect the obligations of the Corporation under any law, rule, regulation or any judgment, decree, order, governmental permit, license or order or any of its Subsidiaries under any provision the terms, conditions or provisions of (A) the Organizational Documents of the Purchaser, (B) any material loan or credit agreement, note, bond, mortgage, indenture, lease note, license, agreement or other agreement applicable instrument or obligation related to Purchaser or any of its subsidiaries (x) the Corporation or (Cy) assuming the consentsCorporation's ability to consummate the transactions contemplated hereby or thereby, approvalsexcept for such defaults (or rights of termination, authorizations, permits, filings cancellation or acceleration) as to which requisite waivers or consents have been obtained in writing and notifications are duly and timely obtained or made, any federal, state or local or other governmental law or ordinance, or provided to the Buyer; (iii) violate any order, writ, injunction, decree, statute, rule or regulation of any court or other Governmental Authority applicable to the Purchaser, other than, Corporation; (iv) result in the case creation of clause (B) or (C)any claims, any such conflictscharges, violationsliens, defaultscontracts, rights, options, security interests, mortgages, encumbrances or restrictions whatsoever (collectively, the "Claims, detriments, laws or orders that, individually or in ") upon the aggregate, have not had and could not reasonably be expected to (x) impair the ability assets of the Purchaser to perform its obligations under Corporation; or (v) require the Agreement in consent, waiver, authorization or approval of any material respectfederal, state or local government or governmental department, agency, board, commission, bureau, instrumentality, or (y) delay in public or self regulatory body or authority, or of any material respect other Person, entity or prevent organization. The Corporation will give any required notices to third parties, and the Corporation will obtain any third party consents required to be obtained due to the consummation of any of the Transactions. No approval from any Governmental Authority is required by or with respect to the Purchaser or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Purchaser or the consummation by the Purchaser of the Transactionstransactions contemplated hereby.

No Violation; Consents. The execution and (i) Except as set forth on Schedule 3.1(f) of the Disclosure Letter, neither the execution, delivery or performance by the Company of this Agreement and or any of the Transaction Documents by Purchaser do not, and Ancillary Agreements nor the consummation by the Company of the Transactions and compliance transactions contemplated hereby or thereby will: (A) violate, conflict with or result in a breach of any provisions of the provisions hereof by Purchaser will not Certificate of Incorporation or By-Laws (or comparable organizational documents) of the Company or any of its Subsidiaries; (B) violate, conflict with, or result in a breach of any violation provision of, or constitute a default (or an event which, with or without notice or lapse of time, time or both, would constitute a default) under, result in the termination or give rise to in a right of terminationtermination of, modificationaccelerate the performance required by or benefit obtainable under, cancellation or acceleration result in the triggering of any obligation payment or to the loss of a benefit underother obligations pursuant to, or result in the creation of any Claim Encumbrance upon any of the properties or assets of the Purchaser Company or any of its Subsidiaries under under, or result in there being declared void, voidable, subject to withdrawal, or without further binding effect, any provision of (A) the Organizational Documents of the Purchaserterms, (B) conditions or provisions of any material loan or credit agreement, note, bond, mortgage, indenture, lease deed of trust or any license, franchise, Permit, lease, contract, plan, agreement or other agreement applicable instrument, commitment or obligation to Purchaser which the Company or any of its subsidiaries Subsidiaries is a party, by which the Company or (C) assuming the consents, approvals, authorizations, permits, filings and notifications are duly and timely obtained any of its Subsidiaries or made, any federal, state or local or other governmental law or ordinanceof their respective properties is bound, or under which the Company or any orderof its Subsidiaries or any of their respective properties is entitled to a benefit (each of the foregoing, writ, injunction, decree, rule or regulation of any court or other Governmental Authority applicable to the Purchaserextent the same have any continuing force or effect, other thana "CONTRACT" and collectively, in the case of clause (B) or (C"CONTRACTS"), except for any such conflicts, violations, defaults, rights, Claims, detriments, laws or orders thatof the foregoing matters which, individually or in the aggregate, would not have not had and could not reasonably be expected to (x) impair the ability of the Purchaser to perform its obligations under the Agreement in any material respect, or (y) delay in any material respect a Material Adverse Effect or prevent or materially delay the consummation of the transactions contemplated hereby (a "MATERIAL DELAYING EFFECT"); or (C) violate any Laws applicable to the Company, any of its Subsidiaries or any of their respective assets or properties, except for violations which, individually or in the Transactions. No approval from any Governmental Authority is aggregate, would not have a Material Adverse Effect. (ii) Except as set forth on Schedule 3.1(f) of the Disclosure Letter, and other than the filings required by or under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR ACT"), xxx Xxxxxxxxxx Xxchange Act of 1934, as amended (xxxxxxxx xxxx xxx xules and regulations promulgated thereunder, the "EXCHANGE ACT"), the Securities Act of 1933, as amended (with respect to the Purchaser Registration Statement) or any of its Subsidiaries filings in connection with the execution maintenance of qualification to do business in other jurisdictions (the filings disclosed in the Disclosure Letter relating to this clause (ii), the other filings referred to in this clause (ii) and the Other Antitrust Filings and Consents required or permitted to be made or obtained, collectively, the "REGULATORY FILINGS"), neither the execution, delivery or performance by the Company of this Agreement by Purchaser or any of the Ancillary Agreements nor the consummation by the Purchaser Company of the Transactionstransactions contemplated hereby or thereby will require any consent, approval or authorization of, or declaration, filing or registration with, (A) any Governmental Entity, including any such consent, approval, authorization, declaration, filing or registration under any Laws of any foreign jurisdiction relating to antitrust matters or competition ("FOREIGN ANTITRUST LAWS"), (B) any other Law of any foreign jurisdiction, or (C) any other Person, except for those consents, approvals, authorizations, declarations, filings or registrations the failure of which to obtain or make, individually or in the aggregate, would not have a Material Adverse Effect or a Material Delaying Effect.

No Violation; Consents. The (a) Assuming the making or receipt of all filings, notices, registrations, consents, approvals, permits and authorizations described in the following paragraph, neither the execution and delivery by such Purchaser of this Agreement and the Transaction Documents Registration Rights Agreement, nor the purchase by such Purchaser do not, and of the Preferred Stock nor the consummation by such Purchaser of the Transactions and compliance with the provisions hereof by Purchaser transactions contemplated hereby or thereby will not (i) conflict with, violate or result in any a breach of the agreement of limited partnership or other governing documents of such Purchaser, (ii) result in a violation or breach of, or default constitute (with or without due notice or lapse of time, time or both) under, a default or give rise to a any right of termination, modification, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Claim upon Lien on or against any of the properties or assets of such Purchaser pursuant to, any of the Purchaser terms or conditions of any of its Subsidiaries under any provision of (A) the Organizational Documents of the Purchaser, (B) any material loan or credit agreement, note, bond, mortgage, indenture, lease license, agreement or other agreement applicable instrument or obligation to which such Purchaser is a party or by which it or any of its 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 such Purchaser or any of its subsidiaries properties or (C) assuming assets, excluding from the consents, approvals, authorizations, permits, filings and notifications are duly and timely obtained or made, any federal, state or local or other governmental law or ordinance, or any order, writ, injunction, decree, rule or regulation of any court or other Governmental Authority applicable to the Purchaser, other than, in the case of foregoing clause (Bii) or (C), any such conflicts, violations, defaults, rights, Claims, detriments, laws or orders that, breaches and defaults that individually or in the aggregate, have would not had and could not reasonably be expected to (x) impair the ability prevent or materially delay consummation of or justify recission of the Purchaser to perform its obligations under transactions contemplated hereby. (b) Except for the Agreement in any material respect, or (y) delay in any material respect or prevent filing of a Registration Statement for the consummation of any resale of the Transactions. No approval from Common Stock contemplated by the Registration Rights Agreement, no filing, consent, approval, permit, authorization, notice, registration or other action of or with any Governmental Authority Entity is required to be made or obtained by or with respect to the such Purchaser or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Purchaser and the Registration Rights Agreement, the purchase of the Preferred Stock or the consummation by the such Purchaser of the Transactionstransactions contemplated hereby and thereby. 4.3.

No Violation; Consents. The execution (a) Subject to any filings referred to in Section 3.4(b), the execution, delivery and delivery performance by the Company of this Agreement and the Transaction Documents Warrant and the consummation by Purchaser the Company of the Transactions do not and will not, directly or indirectly (with or without notice, lapse of time or both), contravene any Applicable Law. The execution, delivery and performance by the Company of this Agreement and the Warrant and the consummation of the Transactions do not and compliance will not, directly or indirectly (with the provisions hereof by Purchaser will not conflict withor without notice, lapse of time or both), constitute or result in any (i) a breach or violation of, or a default (with or without notice or lapse under, the acceleration of timeany obligations, or both) any party obtaining the right to exercise any remedy under, or give rise to a right of termination, modification, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of a Lien on or with respect to any Claim upon any of assets owned or used by the properties or assets of the Purchaser Company or any of its Subsidiaries under Company Subsidiary pursuant to, any provision of (A) the Organizational Documents of the Purchaser, (B) any material loan or credit agreement, lease, license, contract, note, bond, mortgage, indenture, lease arrangement or other agreement applicable obligation ("Contracts") to Purchaser which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary is bound or to which any of its subsidiaries their respective assets is subject or any law or governmental or non-governmental permit or license to which the Company or any Company Subsidiary is subject, (ii) any change in the rights or obligations of any party under any of such Contracts or (Ciii) assuming a breach or violation of, or a default under, the consentscertificate of incorporation or by-laws of the Company or any Company Subsidiary currently in effect or any resolution adopted by the board of directors or the stockholders of the Company or any Company Subsidiary. (b) Except for applicable filings, approvalsif any, authorizationsrequired by applicable federal and state securities laws, permitswhich, filings in each case, are not required to be made on or prior to the date hereof (and notifications are duly and which shall be made in a timely manner by the Company), no consent, authorization or order of, or filing or registration with, any Governmental Entity or other Person is required to be obtained or made, any federal, state made by the Company or local or other governmental law or ordinance, or any order, writ, injunction, decree, rule or regulation of any court or other Governmental Authority applicable to the Purchaser, other than, in the case of clause (B) or (C), any such conflicts, violations, defaults, rights, Claims, detriments, laws or orders that, individually or in the aggregate, have not had and could not reasonably be expected to (x) impair the ability of the Purchaser to perform its obligations under the Agreement in any material respect, or (y) delay in any material respect or prevent the consummation of any of the Transactions. No approval from any Governmental Authority is required by or with respect to the Purchaser or any of its Company Subsidiaries in connection with for the execution and delivery of this Agreement by Purchaser or the Warrant or the consummation by the Purchaser Company of the Transactions.

No Violation; Consents. The (a) Neither the execution and delivery by Parent and Merger Sub of this Agreement and the Transaction Documents by Purchaser do notall agreements and documents contemplated hereby, and nor the consummation by Parent and Merger Sub of the Transactions and compliance transactions contemplated hereby or thereby in accordance with the terms hereof or thereof, will: (i) conflict with or result in a breach of any provisions hereof by Purchaser will not of the Articles of Incorporation or Bylaws of Parent or Merger Sub; (ii) violate any law, statute, rule, regulation, judgment, or decree applicable to Parent or Merger Sub (iii) violate, conflict with, or result in a breach of any violation provision of, or constitute a default (or an event which, with or without notice or lapse of time, time or both, would constitute a default) under, result in the termination or give rise to in a right of terminationtermination or cancellation of, modificationaccelerate the performance required by, cancellation or acceleration result in the triggering of any obligation payment or to the loss of a benefit underother obligations pursuant to, or result in the creation of any Claim lien, security interest, charge or encumbrance upon any of the properties of Parent or assets Merger Sub under, or result in being declared void, voidable, or without further binding effect, any of the Purchaser terms, conditions, or provisions of any of its Subsidiaries under any provision of (A) the Organizational Documents of the Purchaser, (B) any material loan or credit agreement, note, bond, mortgage, indenture, lease loan agreement, deed of trust, or any license, franchise, permit, lease, contract, agreement or other agreement applicable instrument, commitment, or obligation to Purchaser which Parent or Merger Sub is a party, or by which Parent or Merger Sub or any of its subsidiaries their properties is bound or affected; or (Civ) assuming subject to compliance with the consentsrequirements set forth in Section 4.3(b), approvals, authorizations, permits, filings and notifications are duly and timely obtained or made, require any federal, state or local or other governmental law or ordinance, or any order, writ, injunction, decree, rule or regulation Consent of any court or other Governmental Authority applicable to the PurchaserEntity, other than, in the case of clause (B) or (C), except for any such conflicts, violations, breaches, defaults, rightsalterations, Claimsterminations, detrimentsamendments, laws accelerations, cancellations or orders thatliens that would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. (b) No Consent of any Governmental Entity is required to be obtained or made by Parent or Merger Sub in connection with the execution, delivery and performance by Parent and Merger Sub of this Agreement or the consummation by Parent and Merger Sub of the Merger and other transactions contemplated hereby, except for: (i) the filing of the Articles of Merger with the Secretary of State of the State of Nevada and appropriate documents with the relevant authorities of other states in which the Company and/or Parent are qualified to do business; (ii) the filing of the Company Proxy Statement with the SEC in accordance with the Exchange Act, and such reports under the Exchange Act as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement; and (iii) such other Consents which if not had and could not obtained or made would not, individually or in the aggregate, reasonably be expected to (x) impair the ability of the Purchaser to perform its obligations under the Agreement in any material respect, or (y) delay in any material respect or prevent the consummation of any of the Transactions. No approval from any Governmental Authority is required by or with respect to the Purchaser or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Purchaser or the consummation by the Purchaser of the Transactionshave a Parent Material Adverse Effect.

No Violation; Consents. (a) The execution execution, delivery and delivery performance by the Company of this Agreement and the other Transaction Documents by Purchaser do not, and the consummation of the Transactions transactions contemplated hereby and compliance with thereby to be performed by the provisions hereof by Purchaser Company do not and will not (i) assuming that all consents, approvals, authorizations and other actions described in Section 2.4(b) have been obtained and all filings and obligations described in Section 2.4(b) have been made, conflict with, violate or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, modification, cancellation or acceleration contravene the applicable provisions of any obligation or to the loss of a benefit under, or result in the creation Law of any Claim upon court or any federal or state government or political subdivision thereof or any agency or other entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government (a “Governmental Authority”) to or by which the properties or assets of the Purchaser Company or any of its Subsidiaries under or any of its or their respective assets is bound, (ii) violate, result in a breach of or constitute (with due notice or lapse of time or both) a default or give rise to an event of acceleration under, or give to others any right of termination, amendment or cancellation of, or give to others a right to require any payment to be made under, any contract, lease, license, permit, loan or credit agreement, mortgage, security agreement, trust indenture or other agreement or instrument to which the Company is a party or by which it or any of its Subsidiaries is bound or to which any of their respective assets is subject, nor result in the creation or imposition of any Lien, security interest, charge or encumbrance of any kind upon any of the assets or capital stock of the Company or any of its Subsidiaries, or (iii) conflict with or violate any provision of (A) the Organizational Documents of the Purchaser, (B) any material loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement applicable to Purchaser Company or any of its subsidiaries or (C) assuming the consentsSubsidiaries, approvals, authorizations, permits, filings and notifications are duly and timely obtained or made, any federal, state or local or other governmental law or ordinance, or any order, writ, injunction, decree, rule or regulation of any court or other Governmental Authority applicable to the Purchaser, other than, except in the case of clause each of clauses (Bi) and (ii) above as would not have a Material Adverse Effect. (b) No consent, approval, authorization or (C)order of, or filing or registration with, any such conflictsGovernmental Authority or other Person is required to be obtained or made by the Company for the execution, violations, defaults, rights, Claims, detriments, laws delivery and performance of this Agreement and the other Transaction Documents or orders that, individually or in the aggregate, have not had and could not reasonably be expected to (x) impair the ability of the Purchaser to perform its obligations under the Agreement in any material respect, or (y) delay in any material respect or prevent the consummation of any of the Transactions. No approval from any Governmental Authority is required by transactions contemplated hereby or with respect to the Purchaser or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Purchaser or the consummation by the Purchaser thereby, except (i) for applicable requirements, if any, of the TransactionsSecurities Act, the Exchange Act and state securities or “blue sky” laws, for any filings required to be made under the rules and regulations of the NYSE MKT and the Toronto Stock Exchange and for the Stockholder Approval, and (ii) where the failure to obtain such consent, approval, authorization or order or to make such filing or registration would not have a Material Adverse Effect.