Common use of No Violation; Consents Clause in Contracts

No Violation; Consents. Except as set forth in Schedule 3.5, the execution, delivery and performance by Holding and each of its Subsidiaries of each of the Guarantee Documents to which each is a party and compliance by Holding and each of its Subsidiaries party thereto with the terms thereof and the consummation of the transactions contemplated by the Guarantee Documents will not (with or without due notice or lapse of 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 the acceleration or increase of any benefits or any termination right, or result in the creation or imposition of any Lien (other than the Liens created in favor of the Security Trustee) upon any property or assets of Holding or any of its Subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument, including any lease or employment agreement, or any Permit, to which Holding or any of its Subsidiaries is a party or by which Holding or any of its Subsidiaries is bound or to which any of the property or assets of Holding 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 Holding or any of its Subsidiaries or (iii) result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental agency or body having jurisdiction over Holding or any of its Subsidiaries 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, delivery and performance by Holding and each of its Subsidiaries of each of the Guarantee Documents to which each is a party and compliance by Holding and each of its Subsidiaries with the terms thereof and the consummation of the transactions contemplated by the Guarantee Documents.

No Violation; Consents. (a) Except as set forth in Schedule 3.5on Section 2.4(a) of the Parent Disclosure Letter, the execution, execution and delivery and performance of this Agreement by Holding and each of its Subsidiaries of each of Parent and the Guarantee Documents to which each is a party and compliance by Holding and each of its Subsidiaries party thereto with the terms thereof Company does not, and the consummation by Parent and the Company of the transactions contemplated by the Guarantee Documents hereby will not (i) conflict with or without due 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 violation of, a default (or an event which, with notice or lapse of time or both, would constitute such a default) (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 require consent under, or give rise to the a right of termination, cancellation, creation or acceleration or increase of any benefits obligation, payment of any consent or similar fee, or to the loss of any termination rightbenefit under, or result in the creation or imposition of any Lien (other than the Liens created in favor upon any of the Security Trustee) upon any property properties or assets of Holding the Company or any of its the Company Subsidiaries pursuant tounder, any indenture, mortgage, deed of trust, loan agreement or credit agreement, note, bond, lease or other agreement or instrumentagreement, including any lease Company Material Contract, instrument or employment agreementPermit to which Parent, the Company or any Permit, to which Holding or any of its Subsidiaries Company Subsidiary is a party or by which Holding any of them or any of its Subsidiaries is their respective properties are bound or subject, (iii) (assuming that the consents and approvals referred to which 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 violate 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 agency, commission or authority or any non-governmental United States or foreign self-regulatory agency, commission, body, entity or authority or any arbitral tribunal (each, a “Governmental Entity”) directed to Parent or the Company or any of the property or assets of Holding 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 Holding or any of its Subsidiaries or (iii) result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental agency or body having jurisdiction over Holding or any of its Company Subsidiaries or any of their properties properties, except, in the case of clause (ii) and (iii), for such conflicts, breaches, violations, consent requirements, terminations, obligations, fees, loss of benefits, defaults or assets; 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) obtaining the Parent Required Votes approving transactions contemplated by this Agreement pursuant to the laws of the State of Delaware, the Parent’s Certificate of Incorporation, the requirements of the Securities Exchange Act of 1934 (the “Exchange Act”) and any other applicable U.S. state or federal securities laws and the laws of the State of Nevada, (ii) authorizations, consents, approvals or filings under any Environmental Laws relating to the transfer or issuance of 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, approval or authorization or order of, or filing or registration with, any Governmental Entity or notification of, any such court or arbitrator or governmental agency or body under any such statute, judgment, order, decree, rule or regulation third party is required to be obtained or made by Parent or the Company for the execution, execution and delivery and performance by Holding and each of its Subsidiaries of each of the Guarantee Documents to which each is a party and compliance by Holding and each of its Subsidiaries with the terms thereof Parent and the Company of this Agreement or the consummation by Parent or the Company of the transactions contemplated by the Guarantee Documentshereby.

No Violation; Consents. Except as set forth (a) Provided that all authorizations, consents, approvals, exemptions and other actions described in Schedule 3.54.5 have been obtained or taken prior to the Effective Time, the executionexecution and delivery of this Agreement do not, delivery and performance by Holding and each of its Subsidiaries of each of the Guarantee Documents to which each is a party and compliance by Holding and each of its Subsidiaries party thereto with the terms thereof and the consummation of the transactions contemplated by hereby will not, (i) violate or conflict with any provision of the Guarantee Documents will not organizational documents of the Parent or any Parent Subsidiary, (ii) assuming the governmental filings, approvals, consents and 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 DGCL is duly obtained, violate or without due conflict with 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 provision of, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) (i) conflict with or under, result in the termination of, accelerate the performance required by, result in a breach right of termination or violation acceleration under, require any offer to purchase or any prepayment of any of the terms or provisions of, or constitute a default under, or cause or give rise to the acceleration or increase of any benefits or any termination right, debt or result in the creation or imposition of any Lien (other than the Liens created in favor upon any of the Security Trustee) upon any property properties, or assets of Holding the Parent or any of its the Parent Subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument, including any lease or employment agreement, or any Permit, to which Holding or any of its Subsidiaries is a party or by which Holding or any of its Subsidiaries is bound or to which under any of the property terms, conditions or assets provisions of Holding any contract or agreement or any bank loan, indenture or credit agreement, in each case to which the Parent or any Parent Subsidiary is a party, except, in the case of its Subsidiaries (ii) and (iii) above, for such violations, defaults, breaches, accelerations, or other occurrences that would not, individually or in the aggregate, have a Parent Material Adverse Effect. (b) Except for (i) the filing and recordation of appropriate merger documents as required by the DGCL or applicable law of other states in which Parent or Merger Sub is subjectqualified to do business, (ii) result the 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 any violation of connection with the provisions of the charter or bye-laws or similar organizational documents of Holding or any of its Subsidiaries or proposed listing as contemplated by Section 6.14), (iii) result 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 violation aggregate, have a Parent Material Adverse Effect or prevent or materially delay consummation of the Merger, or otherwise prevent Parent or Merger Sub from performing its obligations under this Agreement, no authorization, consent or approval of or filing with any Governmental Authority is required to be obtained or made 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. No authorization, consent or approval of any law or statute nongovernmental third party is required to be obtained by Parent or any judgment, order, rule or regulation of any court or arbitrator or governmental agency or body having jurisdiction over Holding or any of its Subsidiaries 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 Parent Subsidiary for the execution, execution and delivery and performance by Holding and each Parent or Merger Sub of its Subsidiaries of each this Agreement or the consummation by Parent or Merger Sub of the Guarantee Documents Merger, except where failure to which each is a party and compliance by Holding and each of its Subsidiaries with the terms thereof and obtain such authorizations, consents or approvals would not prevent or materially delay the consummation of the transactions contemplated by Merger, or otherwise prevent Parent or Merger Sub from performing its obligations under this Agreement, and would not, individually or in the Guarantee Documentsaggregate, have a Parent Material Adverse Effect.

No Violation; Consents. Except as set forth in Schedule 3.5(a) The execution and delivery of this Agreement by the Company do not, the execution, delivery and performance by Holding and each of its Subsidiaries of each of the Guarantee Documents to which each is a party and compliance by Holding and each of its Subsidiaries party thereto with the terms thereof and the consummation by the Company of the transactions contemplated by hereby will not, (i) violate, breach or conflict with the Guarantee Documents will not certificate of incorporation, bylaws, certificate of formation, limited liability company agreement, certificate of limited partnership, agreement of limited partnership or 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 due notice or lapse of time or both, would constitute such a default) (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 the acceleration or increase of any benefits or any termination right, or result in the creation or imposition of any Lien (other than the Liens created in favor of the Security Trustee) upon any property or assets of Holding or any of its Subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement agreement, lease or other agreement or instrument, including any lease or employment agreement, instrument to which the Company or any Permit, to which Holding or any of its Subsidiaries Company Subsidiary is a party or by which Holding any of them or any of its Subsidiaries is bound or to which any of the property their respective properties or assets is bound; (iii) violate any statute, law or regulation or any order, judgment, decree or injunction of Holding any court or governmental authority having jurisdiction over the Company or any Company Subsidiary or any of its their respective properties or assets (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); or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any property or asset of the Company or any Company Subsidiary pursuant to the agreements and instruments referred to in clause (ii); except (A) in the case of clauses (ii), (iii) and (iv), for any such breaches, violations, defaults or liens that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, and (B) in the case of clause (iv), for redemption and any other rights granted to the holders of the Convertible Notes pursuant to the Indenture. For the avoidance of doubt, Parent acknowledges and agrees that the Company and the Company Subsidiaries is subjecthave 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 Section 2.5(a) of the Company Schedule), and that the termination of any 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) result in any violation of the provisions of the charter or bye-laws or similar organizational documents of Holding or any of its Subsidiaries or (iii) result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental agency or body having jurisdiction over Holding or any of its Subsidiaries or any of their properties or assets; and no consent, approval, authorization order, authorization, transfer, waiver, disclaimer, registration, declaration or order 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, or notification of, any such court or arbitrator or governmental agency or body under any such statute, judgment, order, decree, rule or regulation authority is required to be obtained or made by the Company for the execution, execution and delivery and performance by Holding and each the Company of its Subsidiaries of each of the Guarantee Documents to which each is a party and compliance by Holding and each of its Subsidiaries with the terms thereof and this Agreement or the consummation by the Company of the transactions contemplated by the Guarantee Documentshereby.

No Violation; Consents. Except as set forth (a) Provided that all authorizations, consents, approvals, exemptions and other actions described in Schedule 3.53.5 have been obtained or taken prior to the Effective Time, the executionexecution and delivery of this Agreement do not, delivery and performance by Holding and each of its Subsidiaries of each of the Guarantee Documents to which each is a party and compliance by Holding and each of its Subsidiaries party thereto with the terms thereof and the consummation of the transactions contemplated by hereby will not, (i) violate or conflict with any provision of the Guarantee Documents will not organizational documents of the Company or any Company Subsidiary, (ii) assuming the governmental filings, approvals, consents and authorizations referred to in Section 3.5(b) are duly and timely made or obtained and that the Company Stockholder Approval in accordance with the DGCL is duly obtained, violate or without due conflict with 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 provision of, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) (i) conflict with or under, result in the termination of, accelerate the performance required by, result in a breach right of termination or violation acceleration under, require any offer to purchase or any prepayment of any of the terms or provisions of, or constitute a default under, or cause or give rise to the acceleration or increase of any benefits or any termination right, debt or result in the creation or imposition of any Lien liens, pledges, security interests, claims or encumbrances (other than the Liens created in favor of the Security Trustee“Liens”) upon any property of the properties, or assets of Holding the Company or any of its the Company Subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument, including any lease or employment agreement, or any Permit, to which Holding or any of its Subsidiaries is a party or by which Holding or any of its Subsidiaries is bound or to which under any of the property terms, conditions or assets provisions of Holding any contract or agreement or any bank loan, indenture or credit agreement, in each case to which the Company or any Company Subsidiary is a party, except, in the case of its Subsidiaries (ii) and (iii) above, for such violations, defaults, breaches, accelerations, or other occurrences that would not, individually or in the aggregate, have a Company Material Adverse Effect. (b) Except for (i) the filing and recordation of appropriate merger documents as required by the DGCL or applicable law of other states in which the Company is subjectqualified to do business, (ii) result in the 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 violation of other applicable U.S. state or federal securities laws, and (B) the provisions of the charter or bye-laws or similar organizational documents of Holding or any of its Subsidiaries or NASDAQ, (iii) result 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 violation aggregate, have a Company Material Adverse Effect or prevent or materially delay consummation of the Merger, or otherwise prevent the Company from performing its obligations under this Agreement, no authorization, consent or approval of or filing with any Governmental Authority is required to be obtained or made 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. No authorization, consent or approval of any law or statute nongovernmental third party is required to be obtained by the Company or any judgment, order, rule or regulation of any court or arbitrator or governmental agency or body having jurisdiction over Holding or any of its Subsidiaries 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 Company Subsidiary for the execution, execution and delivery and performance by Holding and each the Company of its Subsidiaries of each this Agreement or the consummation by the Company of the Guarantee Documents Merger, except where failure to which each is a party and compliance by Holding and each of its Subsidiaries with the terms thereof and obtain such authorizations, consents or approvals would not prevent or materially delay the consummation of the transactions contemplated by Merger, or otherwise prevent the Guarantee DocumentsCompany from performing its obligations under this Agreement, and would not, individually or in the aggregate, have a Company Material Adverse Effect.

No Violation; Consents. (a) Except as set forth in Schedule 3.5for compliance with the Securities Exchange Act of 1934 (the "Exchange Act"), neither the execution, delivery and performance by Holding and each RISCORP of its Subsidiaries of each this Agreement, the filing of the Guarantee Documents to which each is a party and compliance by Holding and each Articles of its Subsidiaries party thereto Merger with the terms thereof and 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 Guarantee Documents will not provisions hereof, will: (i) violate, conflict with, result in a breach of any provision of, constitute a default (or an event that, with or without due notice or lapse of time or both, would constitute a default) (i) conflict with under, result in the termination of, accelerate the performance required by, or result in a breach right of termination or violation acceleration, or the creation of any lien, security interest, charge or encumbrance upon any of the terms properties or assets of RISCORP, under any of the terms, conditions or provisions of, (x) RISCORP's Articles of Incorporation or constitute a default underBylaws, (y) the articles of incorporation, certificate of incorporation, bylaws or any similar organizational document of any Insurance Subsidiary, or cause (z) any note, bond, mortgage, indenture or give rise Material Contract (as hereinafter defined) to the acceleration or increase of any benefits which RISCORP or any termination rightRISCORP Subsidiary is a party, or result in by which RISCORP or any RISCORP Subsidiary may be bound, or to which RISCORP or any RISCORP Subsidiary or the creation or imposition of any Lien (other than the Liens created in favor of the Security Trustee) upon any property properties or assets of Holding 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 applicable to RISCORP or any RISCORP Subsidiary or any of its Subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement their respective properties or other agreement or instrument, including any lease or employment agreement, or any Permit, to which Holding or any of its Subsidiaries is a party or by which Holding or any of its Subsidiaries is bound or to which any of assets. (b) Except for (i) compliance with the property or assets of Holding or any of its Subsidiaries is subjectExchange Act, (ii) result notices, filings, authorizations, exemptions, consents or approvals, the failure of which to give or obtain would not, individually or in any violation of the provisions of the charter or bye-laws or similar organizational documents of Holding or any of its Subsidiaries or aggregate, have a Material Adverse Effect on RISCORP, (iii) result the filing of the 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 violation RISCORP Disclosure Letter and the surrender of any law certificates of authority or statute insurance licenses in those states in which such surrender has not been accomplished prior to or any judgmentat Closing, orderno notice to, rule or regulation of any court or arbitrator or governmental agency or body having jurisdiction over Holding or any of its Subsidiaries or any of their properties or assets; and no consent, approvalfiling with, authorization or order of, or filing or registration withexemption by, or notification consent or approval of, any such court governmental authority or arbitrator or governmental agency or other regulatory body under any such statute, judgment, order, decree, rule or regulation is required necessary for the execution, delivery and performance consummation by Holding and each of its Subsidiaries of each of the Guarantee Documents to which each is a party and compliance by Holding and each of its Subsidiaries with the terms thereof and the consummation RISCORP of the transactions contemplated by the Guarantee Documentsthis Agreement.

No Violation; Consents. Except as set forth in Schedule 3.5, the The execution, delivery and performance of this Agreement or the other documents and instruments to be executed, delivered and performed by Holding Sellers and each Shareholders (including the Other Transaction Documents) pursuant hereto (a) will not violate any Laws, any permit, franchise or other authorization, or any order, writ, injunction, judgment, plan or decree (collectively, “Orders”) of its Subsidiaries of each Governmental Entities, (b) except for applicable requirements of the Guarantee Documents 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 which each is a party or filing with, nor expiration of any statutory waiting period of any Governmental Entity (including under any “plant closing” or similar Law), or (c) subject to obtaining the consents, and compliance by Holding and each of its Subsidiaries party thereto with providing the terms thereof and the consummation notices, described in Section 4.3 of the transactions contemplated by the Guarantee Documents Seller Disclosure Schedule, will not (with violate or without due notice or lapse of time or both) (i) conflict with or result in a breach or violation of any of the terms or provisions ofwith, 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 cause or give rise to will not result in the acceleration or increase of any benefits or any termination rightof, or accelerate the performance required by, or will not result in the creation or imposition of any Lien (other than the Liens created in favor upon any of the Security Trusteeassets (including the Acquired Assets) upon any property of, Sellers or assets of Holding Shareholders or any of its Subsidiaries pursuant totheir Affiliates under, any indentureterm or provision of the charter, mortgage, deed bylaws or similar organizational documents of trust, loan agreement such Sellers or other agreement of any Contract or instrument, restriction of any kind or character (including any lease or employment agreement, or any Permit, anything that would constitute and Assumed Liability) to which Holding any Seller or Shareholder or any of its Subsidiaries their Affiliates is a party or by which Holding any Seller or any of its Subsidiaries is bound or to which any of the property or assets of Holding 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 Holding or any of its Subsidiaries or (iii) result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental agency or body having jurisdiction over Holding or any of its Subsidiaries Shareholder or any of their respective Affiliates, assets or properties may be bound 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, delivery and performance by Holding and each of its Subsidiaries of each of the Guarantee Documents to which each is a party and compliance by Holding and each of its Subsidiaries with the terms thereof and the consummation of the transactions contemplated by the Guarantee Documentsaffected.

No Violation; Consents. Except as set forth in Schedule 3.5The execution and delivery of this Agreement and the Transaction Documents by Purchaser do not, the execution, delivery and performance by Holding and each of its Subsidiaries of each of the Guarantee Documents to which each is a party and compliance by Holding and each of its Subsidiaries party thereto with the terms thereof and the consummation of the transactions contemplated Transactions and compliance with the provisions hereof by the Guarantee Documents Purchaser 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 the a right of termination, modification, cancellation or acceleration or increase of any benefits obligation or any termination rightto the loss of a benefit under, or result in the creation or imposition of any Lien (other than the Liens created in favor Claim upon any of the Security Trustee) upon any property properties or assets of Holding the Purchaser or any of its Subsidiaries pursuant tounder any provision of (A) the Organizational Documents of the Purchaser, (B) any indenturematerial loan or credit agreement, note, bond, mortgage, deed of trustindenture, loan agreement lease or other agreement or instrument, including any lease or employment agreement, or any Permit, applicable to which Holding Purchaser or any of its Subsidiaries is a party subsidiaries or by which Holding (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 of its Subsidiaries is bound or to which any of the property or assets of Holding or any of its Subsidiaries is subjectorder, (ii) result in any violation of the provisions of the charter or bye-laws or similar organizational documents of Holding or any of its Subsidiaries or (iii) result in the violation of any law or statute or any judgmentwrit, orderinjunction, decree, rule or regulation of any court or arbitrator other Governmental Authority applicable to the Purchaser, other than, in the case of clause (B) or governmental agency (C), any such conflicts, violations, defaults, rights, Claims, detriments, laws or body having jurisdiction over Holding 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 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, delivery and performance consummation by Holding and each of its Subsidiaries of each the Purchaser of the Guarantee Documents to which each is a party and compliance by Holding and each of its Subsidiaries with the terms thereof and the consummation of the transactions contemplated by the Guarantee DocumentsTransactions.

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 Schedule 3.5this Section 5.5, the executionexecution and delivery of this Agreement, delivery the Registration Rights Agreement and performance by Holding the Warrants, and each of its Subsidiaries of each the issuance of the Guarantee Documents to which each is a party and compliance by Holding and each of its Subsidiaries party thereto with the terms thereof and Common Stock, the consummation of the transactions contemplated hereby, by the Guarantee Documents Registration Rights Agreement and the Warrants, and the compliance by the Company with any of the provisions hereof 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 constitute (with or without due notice or lapse of 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 the any right of termination, cancellation or acceleration or increase of any benefits or any termination rightunder, or result in the creation or imposition of any Lien (other than the Liens created in favor on or against any of the Security Trustee) upon any property or assets properties of Holding the Company or any of its Subsidiaries pursuant toto any of the terms or conditions of any note, any indenturebond, mortgage, deed of trustindenture, loan license, agreement or other agreement instrument or instrument, including any lease or employment agreement, or any Permit, obligation to which Holding the Company or any of its Subsidiaries is a party or by which Holding any of them or any of its Subsidiaries is bound or to which any of the property their properties or assets of Holding or any of its Subsidiaries is subjectmay be bound, (ii) result in any violation of the provisions of the charter or bye-laws or similar organizational documents of Holding or any of its Subsidiaries or (iii) result in the violation violate any statute, law, rule, regulation, writ, injunction, judgment, order or decree of any law or statute or any judgmentGovernmental Entity, order, rule or regulation of any court or arbitrator or governmental agency or body having jurisdiction over Holding binding on the Company or any of its Subsidiaries or any of their properties or assets; , 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 Material Adverse Effect. (b) Except for (i) applicable requirements, if any, under Blue Sky Laws, (ii) the filing of additional listing applications with NASDAQ National Market, and (iii) the filing of the Registration Statement and Warrant Registration Statement, no filing, consent, approval, authorization permit, authorization, notice, registration or order of, other action of or filing or registration with, or notification of, with any such court or arbitrator or governmental agency or body under any such statute, judgment, order, decree, rule or regulation Governmental Entity is required for to be made or obtained by or with respect to the execution, delivery and performance by Holding and each Company or any of its Subsidiaries in connection with the execution and delivery of each this Agreement, the Registration Rights Agreement and the Warrants, the issuance of the Guarantee Documents to which each is a party and compliance by Holding and each of its Subsidiaries with the terms thereof and Common Stock or the consummation by the Company of the transactions contemplated by the Guarantee Documentshereby and thereby.

No Violation; Consents. Except as set forth in Schedule 3.5(a) Neither the execution and delivery by Parent and Merger Sub of this Agreement and all agreements and documents contemplated hereby, the execution, delivery and performance by Holding and each of its Subsidiaries of each of the Guarantee Documents to which each is a party and compliance by Holding and each of its Subsidiaries party thereto with the terms thereof and nor the consummation by Parent and Merger Sub of the transactions contemplated by hereby or thereby in accordance with the Guarantee Documents will not (with terms hereof or without due notice or lapse of time or both) thereof, will: (i) conflict with or result in a breach of any provisions of the Articles of Incorporation or violation 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, result in a breach of any provision of, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, result in the termination or in a right of termination or cancellation of, accelerate the performance required by, result in the triggering of any payment or other obligations pursuant to, result in the creation of any lien, security interest, charge or encumbrance upon any of the terms properties of Parent or provisions of, or constitute a default Merger Sub under, or cause or give rise to the acceleration or increase of any benefits or any termination right, or result in being declared void, voidable, or without further binding effect, any of the creation terms, conditions, or imposition provisions of any Lien (other than the Liens created in favor of the Security Trustee) upon any property or assets of Holding or any of its Subsidiaries pursuant tonote, any bond, mortgage, indenture, mortgageloan agreement, deed of trust, loan or any license, franchise, permit, lease, contract, agreement or other agreement or instrument, including any lease or employment agreementcommitment, or any Permit, obligation to which Holding Parent or any of its Subsidiaries Merger Sub is a party party, or by which Holding Parent or any of its Subsidiaries is bound or to which any of the property or assets of Holding 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 Holding or any of its Subsidiaries or (iii) result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental agency or body having jurisdiction over Holding or any of its Subsidiaries Merger Sub or any of their properties is bound or assetsaffected; and no consentor (iv) subject to compliance with the requirements set forth in Section 4.3(b), approvalrequire any Consent of any Governmental Entity, authorization except for any conflicts, violations, breaches, defaults, alterations, terminations, amendments, accelerations, cancellations or order ofliens that would not reasonably be expected to have, individually or filing or registration within the aggregate, or notification of, a Parent Material Adverse Effect. (b) No Consent of any such court or arbitrator or governmental agency or body under any such statute, judgment, order, decree, rule or regulation Governmental Entity is required for to be obtained or made by Parent or Merger Sub in connection with the execution, delivery and performance by Holding Parent and each Merger Sub of its Subsidiaries of each this Agreement or the consummation by Parent and Merger Sub of the Guarantee Documents to which each is a party Merger and compliance by Holding and each other transactions contemplated hereby, except for: (i) the filing of its Subsidiaries the Articles of Merger with the terms thereof 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 consummation of the other transactions contemplated by this Agreement; and (iii) such other Consents which if not obtained or made would not, individually or in the Guarantee Documentsaggregate, reasonably be expected to have a Parent Material Adverse Effect.

No Violation; Consents. Except as set forth in Schedule 3.5, the (a) The execution, delivery and performance by Holding the Company of this Agreement and each of its Subsidiaries of each of the Guarantee other Transaction Documents to which each is a party and compliance by Holding and each of its Subsidiaries party thereto with the terms thereof and the consummation of the transactions contemplated hereby and thereby to be performed by the Guarantee Documents 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 contravene the applicable provisions of any Law of any 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 Company or any of its Subsidiaries or any of its or their respective assets is bound, (ii) violate, result in a breach of or constitute (with or without due notice or lapse of 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 the an event of acceleration or increase of any benefits or any termination rightunder, or result in the creation give to others any right of termination, amendment or imposition of cancellation of, or give to others a right to require any Lien (other than the Liens created in favor of the Security Trustee) upon any property or assets of Holding or any of its Subsidiaries pursuant topayment to be made under, any indenturecontract, lease, license, permit, loan or credit agreement, mortgage, deed of trustsecurity agreement, loan agreement trust indenture or other agreement or instrument, including any lease or employment agreement, or any Permit, instrument to which Holding or any of its Subsidiaries the Company is a party or by which Holding it or any of its Subsidiaries is bound or to which any of their respective assets is subject, nor result in the property creation or imposition of any Lien, security interest, charge or encumbrance of any kind upon any of the assets or capital stock of Holding the Company or any of its Subsidiaries is subjectSubsidiaries, or (iiiii) result in conflict with or violate any violation provision of the provisions Organizational Documents of the charter or bye-laws or similar organizational documents of Holding Company or any of its Subsidiaries or (iii) result Subsidiaries, except in the violation case of any law or statute or any judgment, order, rule or regulation each of any court or arbitrator or governmental agency or body having jurisdiction over Holding or any of its Subsidiaries or any of their properties or assets; clauses (i) and no (ii) above as would not have a Material Adverse Effect. (b) No consent, approval, authorization or order of, or filing or registration with, any Governmental Authority or notification of, any such court or arbitrator or governmental agency or body under any such statute, judgment, order, decree, rule or regulation other Person is required to be obtained or made by the Company for the execution, delivery and performance by Holding and each of its Subsidiaries of each of the Guarantee Documents to which each is a party and compliance by Holding and each of its Subsidiaries with the terms thereof this Agreement and the other Transaction Documents or the consummation of any of the transactions contemplated by hereby or thereby, except (i) for applicable requirements, if any, of the Guarantee DocumentsSecurities 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.

No Violation; Consents. (i) Except as set forth in on Schedule 3.53.1(f) of the Disclosure Letter, neither the execution, delivery and or performance by Holding and each the Company of its Subsidiaries of each this Agreement or any of the Guarantee Documents to which each is a party and compliance by Holding and each of its Subsidiaries party thereto with the terms thereof and Ancillary Agreements nor the consummation by the Company of the transactions contemplated by the Guarantee Documents will not hereby or thereby will: (A) violate, conflict with or without due result in a breach of any provisions of the Certificate of Incorporation or By-Laws (or comparable organizational documents) of the Company or any of its Subsidiaries; (B) violate, conflict with, result in a breach of any provision of, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) (i) conflict with or under, result in the termination or in a breach right of termination of, accelerate the performance required by or violation benefit obtainable under, result in the triggering of any of the terms payment or provisions ofother obligations pursuant to, or constitute a default under, or cause or give rise to the acceleration or increase of any benefits or any termination right, or result in the creation or imposition of any Lien (other than the Liens created in favor Encumbrance upon any of the Security Trustee) upon any property properties or assets of Holding the Company or any of its Subsidiaries pursuant tounder, or result in there being declared void, voidable, subject to withdrawal, or without further binding effect, any indentureof the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trusttrust or any license, loan franchise, Permit, lease, contract, plan, agreement or other agreement or instrument, including any lease commitment or employment agreement, or any Permit, obligation to which Holding the Company or any of its Subsidiaries is a party or party, by which Holding or any of its Subsidiaries is bound or to which any of the property or assets of Holding 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 Holding or any of its Subsidiaries or (iii) result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental agency or body having jurisdiction over Holding Company or any of its Subsidiaries or any of their respective properties or assets; and no consent, approval, authorization or order ofis bound, or filing under which the Company 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, delivery and performance by Holding and each of its Subsidiaries or any of their respective properties is entitled to a benefit (each of the Guarantee Documents foregoing, to which each is the extent the same have any continuing force or effect, a party "CONTRACT" and compliance by Holding and each collectively, "CONTRACTS"), except for any of its Subsidiaries with the terms thereof and foregoing matters which, individually or in the aggregate, would not have 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 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 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 Registration Statement) or filings in connection with the 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 Guarantee DocumentsCompany of this Agreement or any of the Ancillary Agreements nor the consummation by the Company of the transactions 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. Except as set forth (a) Assuming the making or receipt of all filings, notices, registrations, consents, approvals, permits and authorizations described in Schedule 3.5the following paragraph, neither the executionexecution and delivery by such Purchaser of this Agreement and the Registration Rights Agreement, delivery and performance nor the purchase by Holding and each of its Subsidiaries of each such Purchaser of the Guarantee Documents to which each is a party and compliance by Holding and each of its Subsidiaries party thereto with the terms thereof and Preferred Stock nor the consummation by such Purchaser of the transactions contemplated by hereby or thereby will (i) conflict with, violate or result in a breach of the Guarantee Documents will not agreement of limited partnership or other governing documents of such Purchaser, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of 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 the any right of termination, cancellation or acceleration or increase of any benefits or any termination rightunder, or result in the creation or imposition of any Lien (other than the Liens created in favor on or against any of the Security Trustee) upon any property or assets properties of Holding or any of its Subsidiaries such Purchaser pursuant to, any indentureof the terms or conditions of any note, bond, mortgage, deed of trustindenture, loan license, agreement or other agreement instrument or instrument, including any lease or employment agreement, or any Permit, obligation to which Holding or any of its Subsidiaries such Purchaser is a party or by which Holding it or any of its Subsidiaries is bound or to which any of the property properties or assets may be bound, or (iii) violate any statute, law, rule, regulation, writ, injunction, judgment, order or decree of Holding any Governmental Entity, binding on such Purchaser or any of its Subsidiaries is subjectproperties or assets, excluding from the foregoing clause (ii) result violations, breaches and defaults that individually or in any violation the aggregate, would not prevent or materially delay consummation of or justify recission of the provisions transactions contemplated hereby. (b) Except for the filing of a Registration Statement for the resale of the charter or bye-laws or similar organizational documents of Holding or any of its Subsidiaries or (iii) result in Common Stock contemplated by the violation of any law or statute or any judgmentRegistration Rights Agreement, orderno filing, rule or regulation of any court or arbitrator or governmental agency or body having jurisdiction over Holding or any of its Subsidiaries or any of their properties or assets; and no consent, approval, authorization permit, authorization, notice, registration or order of, other action of or filing or registration with, or notification of, with any such court or arbitrator or governmental agency or body under any such statute, judgment, order, decree, rule or regulation Governmental Entity is required for to be made or obtained by or with respect to such Purchaser in connection with the executionexecution and delivery of this Agreement and the Registration Rights Agreement, delivery and performance by Holding and each of its Subsidiaries of each the purchase of the Guarantee Documents to which each is a party and compliance by Holding and each of its Subsidiaries with the terms thereof and Preferred Stock or the consummation by such Purchaser of the transactions contemplated by the Guarantee Documentshereby and thereby. 4.3.

No Violation; Consents. Except as set forth in Schedule 3.5(a) The execution and delivery of this Agreement by Parent and Merger Sub do not, the execution, delivery and performance by Holding and each of its Subsidiaries of each of the Guarantee Documents to which each is a party and compliance by Holding and each of its Subsidiaries party thereto with the terms thereof and the consummation by Parent and Merger Sub of the transactions contemplated by the Guarantee Documents hereby will not (i) conflict with or without due violate the Parent Governing Documents, (ii) constitute a breach or violation of, a default (or an event which, with notice or lapse of time or both, would constitute such a default) (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 require consent under, or give rise to the a right of termination, cancellation, creation or acceleration or increase of any benefits obligation, payment of any consent or similar fee, or to the loss of any termination rightbenefit under, or result in the creation or imposition of any Lien (other than the Liens created in favor upon any of the Security Trustee) upon any property properties or assets of Holding Parent or any of its Subsidiaries pursuant tounder, any indenture, mortgage, deed of trust, loan agreement or credit agreement, note, bond, lease or other agreement or instrument, including any lease or employment agreement, instrument or any Permit, Permit to which Holding Parent or any of its Subsidiaries is a party or by which Holding any of them or any of its Subsidiaries is their respective properties are bound or to which any of the property or assets of Holding or any of its Subsidiaries is subject, (iiiii) result (assuming that the consents and approvals referred to in Section 4.5(b) are duly and timely made or obtained) conflict with or violate any violation of the provisions of the charter or bye-laws or similar organizational documents of Holding Law or any of its Subsidiaries order, judgment, decree or (iii) result in the violation injunction of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental agency or body having jurisdiction over Holding Governmental Entity directed to Parent or any of its Subsidiaries or any of their properties properties, except, in the case of clause (ii) or assets; (iii), for such conflicts, breaches, violations, consent requirements, terminations, obligations, fees, loss of benefits, defaults or 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 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, and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, no consent, approval, order or authorization of, action by or order in respect of, or registration, declaration or filing or registration with, any Governmental Entity or notification of, any such court or arbitrator or governmental agency or body under any such statute, judgment, order, decree, rule or regulation third party is required to be obtained or made by Parent and Merger Sub for the execution, execution and delivery by Parent and performance by Holding and each Merger Sub of its Subsidiaries of each of the Guarantee Documents to which each is a party and compliance by Holding and each of its Subsidiaries with the terms thereof and this Agreement or the consummation by Parent and Merger Sub of the transactions contemplated by the Guarantee Documentshereby.

No Violation; Consents. Except as set forth in Schedule 3.5SCHEDULE 3.07, the execution, delivery and performance by Holding the Company and each of its Subsidiaries of each of the Guarantee Transaction Documents to which each is a party party, the issuance, authentication, sale and delivery of the Notes and compliance by Holding the Company and each of its Subsidiaries party thereto with the terms thereof and the consummation of the transactions contemplated by the Guarantee Transaction Documents will not (with or without due notice or lapse of 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 the acceleration or increase of any benefits or any termination right, or result in the creation or imposition of any Lien (other than the Liens created in favor of the Security Trustee) upon any property or assets of Holding the Company or any of its Subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument, including any lease or employment agreement, or any Permit, to which Holding the Company or any of its Subsidiaries is a party or by which Holding the Company or any of its Subsidiaries is bound or to which any of the property or assets of Holding 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 Holding the Company or any of its Subsidiaries or (iii) result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental agency or body having jurisdiction over Holding the Company or any of its Subsidiaries 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, delivery and performance by Holding the Company and each of its Subsidiaries of each of the Guarantee Transaction Documents to which each is a party party, the issuance, authentication, sale and delivery of the Notes and compliance by Holding the Company and each of its Subsidiaries with the terms thereof and the consummation of the transactions contemplated by the Guarantee Transaction Documents.

No Violation; Consents. Except as set forth in Schedule 3.5(a) The execution and delivery of this Agreement by the Company do not, the execution, delivery and performance by Holding and each of its Subsidiaries of each of the Guarantee Documents to which each is a party and compliance by Holding and each of its Subsidiaries party thereto with the terms thereof and the consummation by the Company of the transactions contemplated by the Guarantee Documents hereby will not (i) conflict with or without due 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 violation of, a default (or an event which, with notice or lapse of time or both, would constitute such a default) (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 require consent under, or give rise to the a right of termination, cancellation, creation or acceleration or increase of any benefits obligation, payment of any consent or similar fee, or to the loss of any termination rightbenefit under, or result in the creation or imposition of any Lien (other than the Liens created in favor upon any of the Security Trustee) upon any property properties or assets of Holding the Company or any of its Subsidiaries pursuant tounder, any indenture, mortgage, deed of trust, loan agreement or credit agreement, note, bond, lease or other agreement or instrumentagreement, including any lease Material Contract (as defined in Section 3.12(a)), instrument or employment agreement, or any Permit, Permit (as defined in Section 3.6(b)) to which Holding the Company or any of its Subsidiaries is a party or by which Holding any of them or any of its Subsidiaries is their respective properties are bound or to which any of the property or assets of Holding or any of its Subsidiaries is subject, (iiiii) result (assuming that the consents and 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 violate any violation of the provisions of the charter or bye-laws or similar organizational documents of Holding Law or any of its Subsidiaries order, judgment, decree or (iii) result in the violation injunction of any law federal, state or statute local or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority or any judgmentnon-governmental United States or foreign self-regulatory agency, ordercommission, rule body, entity or regulation of authority or any court or arbitrator or governmental agency or body having jurisdiction over Holding arbitral tribunal (each, a “Governmental Entity”) directed to the Company or any of its Subsidiaries or any of their properties properties, except, in the case of clause (ii) or assets; (iii), for such conflicts, breaches, violations, consent requirements, terminations, obligations, fees, loss of benefits, defaults or 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 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, and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, no consent, approval, order or authorization of, action by or order in respect of, or registration, declaration or filing or registration with, any Governmental Entity or notification of, any such court or arbitrator or governmental agency or body under any such statute, judgment, order, decree, rule or regulation third party is required to be obtained or made by the Company for the execution, execution and delivery and performance by Holding and each the Company of its Subsidiaries of each of the Guarantee Documents to which each is a party and compliance by Holding and each of its Subsidiaries with the terms thereof and this Agreement or the consummation by the Company of the transactions contemplated by the Guarantee Documentshereby.

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 Schedule 3.5Section 4.3(b), the execution, execution and delivery by Sellers of this Agreement and performance by Holding and each of its Subsidiaries of each of the Guarantee Transaction Documents to which each Seller is a party and compliance by Holding and each of its Subsidiaries party thereto with the terms thereof and the consummation of the transactions contemplated by the Guarantee Documents hereby and thereby do not and will not (with or without due notice or lapse of time or both) (i) conflict with violate any provision of the certificate of incorporation, bylaws, limited liability company agreement or result in a breach or violation other similar organizational documents of any of the terms Sellers or provisions 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 the breach of, or constitute a default under, or cause or give rise to the acceleration any right of acceleration, cancellation or increase termination of any benefits material right or obligation of Sellers or any termination right, or result in the creation or imposition of any Lien (other than the Liens created in favor of the Security Trustee) upon any property or assets of Holding or any of its Subsidiaries pursuant toTransfer Group Company under, any indenture, mortgage, deed of trust, loan material agreement or other agreement or instrument, including any lease or employment agreement, instrument to which Seller or any Permit, to which Holding or any of its Subsidiaries Transfer Group Company is a party or by which Holding Sellers or any Transfer Group Company or any of its Subsidiaries their respective properties or assets are bound, (iii) subject to the entry of the Approval Order, violate any Order of any Governmental Authority to which Sellers or any Transfer Group Company is bound or subject, (iv) subject to which any the entry of the property Approval Order, violate any Applicable Law or assets (v) except as provided in this Agreement, result in the imposition or creation of Holding any Lien upon the Equity Interest, other than, in the case of clauses (ii) through (v), any conflict, violation, breach, default, requirement for consents, rights of acceleration, cancellation, termination or Lien that would not reasonably be expected to have, individually or in the aggregate, a Seller Material Adverse Effect or a Transfer Group Material Adverse Effect. (b) Except as set xxxxx xx Xxxxxule 4.3(b) and except for (i) any of its Subsidiaries is subjectfilings required under the HSR Act, (ii) result in any violation of such filings with, and Orders of, the provisions of FCC as may be required under the charter or bye-laws or similar organizational documents of Holding or any of its Subsidiaries or Communications Act and (iii) result in the violation entry of any law the Approval Order, the entry of the Bidding Procedures Order, no Order or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental agency or body having jurisdiction over Holding or any of its Subsidiaries or any of their properties or assets; and no consent, approval, authorization or order ofPermit issued by, or declaration or filing or registration with, or notification ofto, or waiver from or consent from, any such court or arbitrator or governmental agency or body under any such statute, judgment, order, decree, rule or regulation Governmental Authority is required for on the executionpart of Sellers in connection with the execution and delivery of this Agreement, delivery and or the compliance or performance by Holding and each of its Subsidiaries of each of the Guarantee Documents to which each is a party and compliance by Holding and each of its Subsidiaries Sellers with the terms thereof and any provision contained in this Agreement or the consummation of the transactions contemplated by hereby, except for any such requirements, the Guarantee Documentsfailure 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. Except as set forth (a) Assuming the making or receipt of all filings, notices, registrations, consents, approvals, permits and authorizations described in Schedule 3.5this Section 5.5, the executionexecution and delivery of this Agreement, delivery the Registration Rights Agreement and performance by Holding the Warrants, and each of its Subsidiaries of each the issuance of the Guarantee Documents to which each is a party and compliance by Holding and each of its Subsidiaries party thereto with the terms thereof and Common Stock, the consummation of the transactions contemplated hereby, by the Guarantee Documents Registration Rights Agreement and the Warrants, and the compliance by the Company with any of the provisions hereof 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 constitute (with or without due notice or lapse of 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 the any right of termination, cancellation or acceleration or increase of any benefits or any termination rightunder, or result in the creation or imposition of any Lien (other than the Liens created in favor on or against any of the Security Trustee) upon any property or assets properties of Holding the Company or any of its Subsidiaries pursuant toto any of the terms or conditions of any note, any indenturebond, mortgage, deed of trustindenture, loan license, agreement or other agreement instrument or instrument, including any lease or employment agreement, or any Permit, obligation to which Holding the Company or any of its Subsidiaries is a party or by which Holding any of them or any of its Subsidiaries is bound or to which any of the property their properties or assets of Holding or any of its Subsidiaries is subjectmay be bound, (ii) result in any violation of the provisions of the charter or bye-laws or similar organizational documents of Holding or any of its Subsidiaries or (iii) result in the violation violate any statute, law, rule, regulation, writ, injunction, judgment, order or decree of any law or statute or any judgmentGovernmental Entity, order, rule or regulation of any court or arbitrator or governmental agency or body having jurisdiction over Holding binding on the Company or any of its Subsidiaries or any of their properties or assets; , 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 Material Adverse Effect. (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 and Warrant Registration Statement, no filing, consent, approval, authorization permit, authorization, notice, registration or order of, other action of or filing or registration with, or notification of, with any such court or arbitrator or governmental agency or body under any such statute, judgment, order, decree, rule or regulation Governmental Entity is required for to be made or obtained by or with respect to the execution, delivery and performance by Holding and each Company or any of its Subsidiaries in connection with the execution and delivery of each this Agreement, the Registration Rights Agreement and the Warrants, the issuance of the Guarantee Documents to which each is a party and compliance by Holding and each of its Subsidiaries with the terms thereof and Common Stock or the consummation by the Company of the transactions contemplated by the Guarantee Documentshereby and thereby.

No Violation; Consents. Except as set forth in on Schedule 3.52.4, neither the executionexecution and delivery of this Agreement or the other Documents, delivery and performance by Holding and each of its Subsidiaries of each of the Guarantee Documents to which each is a party and compliance by Holding and each of its Subsidiaries party thereto with the terms thereof and the consummation of the transactions contemplated hereby or thereby, nor the performance of this Agreement or the other Documents and such other agreements in compliance with the terms and conditions hereof and thereof by the Guarantee Documents will not (with or without due notice or lapse of time or both) Corporation will: (i) conflict with violate or result in any breach 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 breach, default or violation termination or give rise to any right of termination, cancellation or acceleration of the maturity of any payment date of any of the terms material obligations of the 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 the terms, conditions or provisions ofof any material mortgage, indenture, note, license, agreement or constitute a default underother instrument or obligation related to (x) the Corporation or (y) the Corporation's ability to consummate the transactions contemplated hereby or thereby, except for such defaults (or cause rights of termination, cancellation or give rise acceleration) as to which requisite waivers or consents have been obtained in writing and provided to the acceleration Buyer; (iii) violate any order, writ, injunction, decree, statute, rule or increase of any benefits or any termination right, or regulation applicable to the Corporation; (iv) result in the creation or imposition of any Lien claims, charges, liens, contracts, rights, options, security interests, mortgages, encumbrances or restrictions whatsoever (other than collectively, the Liens created in favor "Claims") upon the assets of the Security Trustee) upon any property or assets of Holding or any of its Subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument, including any lease or employment agreement, or any Permit, to which Holding or any of its Subsidiaries is a party or by which Holding or any of its Subsidiaries is bound or to which any of the property or assets of Holding 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 Holding or any of its Subsidiaries Corporation; or (iiiv) result in require the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental agency or body having jurisdiction over Holding or any of its Subsidiaries or any of their properties or assets; and no consent, approvalwaiver, authorization or order ofapproval of any federal, state or local government or governmental department, agency, board, commission, bureau, instrumentality, or filing public or registration withself regulatory body or authority, or notification ofof any other Person, entity or organization. The Corporation will give any such court or arbitrator or governmental agency or body under required notices to third parties, and the Corporation will obtain any such statute, judgment, order, decree, rule or regulation is third party consents required for the execution, delivery and performance by Holding and each of its Subsidiaries of each of the Guarantee Documents to which each is a party and compliance by Holding and each of its Subsidiaries with the terms thereof and be obtained due to the consummation of the transactions contemplated by the Guarantee Documentshereby.