Common use of No Violation; Consents Clause in Contracts

No Violation; Consents. (a) The execution, delivery and performance by the Company of each of the Documents and the consummation of the transactions contemplated hereby and thereby does not and will not contravene any Applicable Law. The execution, delivery and performance by the Company of each of the Documents and the consummation of the transactions contemplated hereby and thereby (i) will not (x) violate, result in a breach of or constitute (with due notice or lapse of time or both) a default under any contract, lease, loan agreement, Benefit Plan, mortgage, security agreement, trust indenture or other agreement or instrument to which the Company or PRSI is a party or by which either of them is bound or to which either of their properties or assets is subject or (y) result in the creation or imposition of any Lien (other than a Permitted Lien) upon any of the properties or assets of any of them or (z) permit or cause the acceleration of the maturity of any debt or obligation of the Company or PRSI in an amount exceeding, in the aggregate, $500,000, and (ii) will not violate any provision of the Charter or the Amended and Restated Bylaws of the Company or PRSI. (b) Except as set forth on Schedule 3.5(b), no consent, authorization or order of, or filing or registration with, any Governmental Authority or other person is required to be obtained or made by the Company or PRSI for the execution, delivery and performance of any of the Documents, or the consummation of any of the transactions contemplated hereby or thereby, except (i) for those consents or authorizations required for the Closing that will have been obtained or made on or prior to the Closing Date, (ii) approval of the stockholders of the Company to issue shares of Common Stock upon conversion of the Notes pursuant to Nasdaq Marketplace Rule 4350(i) or (iii) where the failure to obtain such consents, authorizations or orders, or make such filings or registrations, could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

No Violation; Consents. (a) The Subject to the filing and consents referred to in Section 3.4(b), the execution, delivery and performance by the Company of each of the applicable Equity Documents and the consummation by the Company of the transactions contemplated hereby and thereby does Transactions do not and will not contravene any Applicable Law, except for any such contravention that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The execution, delivery and performance by the Company of each of the applicable Equity Documents and the consummation of the transactions contemplated hereby and thereby Transactions (i) will not (xA) violate, result in a breach of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under any contract, lease, loan agreement, Benefit Plan, mortgage, security agreement, trust indenture or other agreement or instrument Contract to which the Company or PRSI any IDT Subsidiary is a party or by which either of them the Company or any IDT Subsidiary is bound or to which either any of their properties or respective assets is subject subject, or (yB) result in the creation or imposition of any Lien (other than a Permitted Lien) upon any of the properties or assets of any of them or (z) permit or cause the acceleration of the maturity of any debt or obligation of the Company or PRSI in an amount exceedingany IDT Subsidiary, except for any such violations, breaches, defaults or Liens that would not, individually or in the aggregate, $500,000, reasonably be expected to have a Company Material Adverse Effect and (ii) will not conflict with or violate any provision of the Charter Restated Certificate of Incorporation or the Amended and Restated Bylaws of the Company currently in effect or PRSIin effect as of the Closing. (b) Except for (i) the filings by the Company, if any, required by the HSR Act (as set forth defined in Section 5(i)), (ii) applicable filings, if any, required by applicable federal and state securities laws, and (iii) applicable filings, if any, required by the Federal Communication Commission and state public utility commissions which, in each case referred to in clauses (i) - (iii), shall be made (or are not required to be made) on Schedule 3.5(b)or prior to the Closing Date, and except as contemplated by the Lock-up, Registration Rights and Exchange Agreement, no consent, authorization or order of, or filing or registration with, any Governmental Authority Entity or other person Person is required to be obtained or made by the Company or PRSI the IDT Subsidiaries for the execution, execution and delivery and performance of any of the Documents, Equity Documents or the consummation of any by the Company of the transactions contemplated hereby or thereby, Transactions except (i) for those consents or authorizations required for the Closing that will have been obtained or made on or prior to the Closing Date, (ii) approval of the stockholders of the Company to issue shares of Common Stock upon conversion of the Notes pursuant to Nasdaq Marketplace Rule 4350(i) or (iii) where the failure to obtain such consents, authorizations or orders, or make such filings or registrations, could would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect or a material adverse effect on the ability of the Company to consummate the Transactions.

No Violation; Consents. (a) The execution, delivery ---------------------- and performance by the Company and the Subsidiaries of each of the Basic Documents and the consummation of the Transactions do not and will not contravene any Applicable Law, except for any such contravention of an Exchange Requirement that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 3.4(a), the execution, delivery and performance by the Company and the Subsidiaries of each of the Basic Documents and the consummation of the transactions contemplated hereby and thereby does not and will not contravene any Applicable Law. The execution, delivery and performance by the Company of each of the Documents and the consummation of the transactions contemplated hereby and thereby Transactions (i) will not (xA) violate, result in a breach of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under any contract, lease, loan agreement, Benefit Plan, mortgage, security agreement, trust indenture or other agreement or instrument Contract to which the Company or PRSI any Subsidiary is a party or by which either of them the Company or any Subsidiary is bound or to which either any of their properties or respective assets is subject subject, or (y) B), except pursuant to the Financing Documents, result in the creation or imposition of any Lien (other than a Permitted Lien) upon any of the properties or assets of any of them or (z) permit or cause the acceleration of the maturity of any debt or obligation of the Company or PRSI in an amount exceedingany Subsidiary, except for any such violations, breaches, defaults or Liens that would not, individually or in the aggregate, $500,000reasonably be expected to have a Material Adverse Effect, and (ii) will not conflict with or violate any provision of the Charter certificate of incorporation or the Amended and Restated Bylaws bylaws or other governing documents of the Company or PRSIany Subsidiary. (b) Except as set forth for (i) the filings by the Company required by the HSR Act, (ii) applicable filings, if any, with the Commission pursuant to the Exchange Act, (iii) filing of the Certificate of Merger with the Secretary of State of the State of Delaware in connection with the Merger, (iv) any required fillings with or approvals from authorities of any foreign country or Puerto Rico in which the Company, BFI or their respective subsidiaries conduct any business or own any assets and (v) any required filings with or approvals from applicable environmental authorities, public service commissions and public utility commissions, in each case, which shall be made (or are not required to be made) on Schedule 3.5(b)or prior to the Closing Date, no consent, authorization or order of, or filing or registration with, any Governmental Authority or other person Person is required to be obtained or made by the Company or PRSI any Subsidiary for the execution, delivery and performance of any of the Documents, Basic Documents or the consummation of any of the transactions contemplated hereby or therebyTransactions, except (i) for those consents or authorizations required for the Closing that will have been obtained or made on or prior to the Closing Date, (ii) approval of the stockholders of the Company to issue shares of Common Stock upon conversion of the Notes pursuant to Nasdaq Marketplace Rule 4350(i) or (iii) where the failure to obtain such consents, authorizations or orders, or make such filings or registrations, could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

No Violation; Consents. (a) The Subject to the filing and consents referred to in Section 3.4(b), the execution, delivery and performance by the Company of each of the applicable Equity Documents and the consummation by the Company of the transactions contemplated hereby and thereby does Transactions do not and will not contravene any Applicable Law, except for any such contravention that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or materially impair the benefit of IDT's investment hereunder or its ability to exercise the Warrants. The execution, delivery and performance by the Company of each of the applicable Equity Documents and the consummation of the transactions contemplated hereby and thereby Transactions (i) will not (xA) violate, result in a breach of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under any contract, lease, loan agreement, Benefit Plan, mortgage, security agreement, trust indenture or other agreement or instrument Contract to which the Company or PRSI any STAR Subsidiary is a party or by which either of them the Company or any STAR Subsidiary is bound or to which either any of their properties or respective assets is subject subject, or (yB) result in the creation or imposition of any Lien mortgage, pledge, lien, security interest, claim, restriction, charge or encumbrance of any kind (other than a Permitted "Lien") upon any of the properties or assets of any of them or (z) permit or cause the acceleration of the maturity of any debt or obligation of the Company or PRSI in an amount exceedingany STAR Subsidiary, except for any such violations, breaches, defaults or Liens that would not, individually or in the aggregate, $500,000, reasonably be expected to have a Company Material Adverse Effect and (ii) will not conflict with or violate any provision of the Charter or the Second Amended and Restated Certificate of Incorporation or Bylaws of the Company currently in effect or PRSIin effect as of the Closing. (b) Except for (i) applicable filings, if any, required by applicable federal and state securities laws and identified in Schedule 3.4(b) hereto, and (ii) applicable filings, if any, required by the Federal Communication Commission and state public utility commissions which, in each case referred to in clauses (i) - (ii), shall be made on or prior to the date of the Closing, and except as set forth on Schedule 3.5(b)contemplated by the Warrants and the Registration Rights Agreement, no consent, authorization or order of, or filing or registration with, any Governmental Authority Entity or other person Person is required to be obtained or made by the Company or PRSI any subsidiary of the Company for the execution, execution and delivery and performance of any of the Documents, Equity Documents or the consummation of any by the Company of the transactions contemplated hereby or thereby, Transactions except (i) for those consents or authorizations required for the Closing that will have been obtained or made on or prior to the Closing Date, (ii) approval of the stockholders of the Company to issue shares of Common Stock upon conversion of the Notes pursuant to Nasdaq Marketplace Rule 4350(i) or (iii) where the failure to obtain such consents, authorizations or orders, or make such filings or registrations, could would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect or a material adverse effect on the ability of the Company to consummate the Transactions or materially impair the benefit of IDT's investment hereunder or its ability to exercise the Warrants.

No Violation; Consents. (a) The execution, delivery and performance by the Company each of the Renters Choice Entities of each of the Acquisition Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby does not and will not contravene any Applicable Law, except for any such contraventions that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Except as set forth on Schedule 3.5, the execution, delivery and performance by each of the Company Renters Choice Entities of each of the Acquisition Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby (i) will not (after giving effect to all amendments or waivers obtained on or prior to the Closing Date) (x) violate, result in a breach of or constitute (with due notice or lapse of time or both) a default under any contract, lease, loan agreement, Benefit Plan, mortgage, security agreement, trust indenture or other agreement or instrument to which the Company or PRSI any of them is a party or by which either any of them is bound or to which either any of their respective properties or assets is subject (except with respect to any indebtedness that will be repaid in full at the Closing), except for such violations, breaches or defaults that could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect, or (y) result in the creation or imposition of any Lien (other than a Permitted LienLiens) upon any of the properties or assets of any of them or (z) permit or cause the acceleration of the maturity of any debt or obligation of the Company or PRSI in an amount exceeding, in the aggregate, $500,000, and (ii) will not violate any provision of the Charter or the Amended and Restated Bylaws of the Company or PRSI. (b) Except as set forth on Schedule 3.5(b), no consent, authorization or order of, or filing or registration with, any Governmental Authority or other person is required to be obtained or made by the Company or PRSI for the execution, delivery and performance of any of the Documents, or the consummation of any of the transactions contemplated hereby or therebythem, except (i) for those consents any such defaults or authorizations required for the Closing Liens that will have been obtained or made on or prior to the Closing Date, (ii) approval of the stockholders of the Company to issue shares of Common Stock upon conversion of the Notes pursuant to Nasdaq Marketplace Rule 4350(i) or (iii) where the failure to obtain such consents, authorizations or orders, or make such filings or registrations, could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (ii) will not violate any provision of the Charter or By-Laws of any of them. (b) Except as set forth on Schedule 3.5, no consent, authorization or order

No Violation; Consents. (a) The Subject to the governmental filings and other matters referred to in Section 2.04(b), the execution, delivery and performance by the Company of this Agreement and each of the other Investment Transaction Documents to which it is, or will be, a party and the consummation by the Company of the Investment and the other transactions contemplated hereby and thereby does do not and will not contravene (i) any Applicable Lawapplicable foreign, federal or state statute, rule, regulation, order, writ, decree, injunction or judgment or (ii) any applicable stock exchange or trading market rule or listing requirement, except for any such contravention that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The execution, delivery and performance by the Company of this Agreement and each of the other Investment Transaction Documents to which it is, or will be, a party and the consummation of the Investment and the other transactions contemplated hereby and thereby (i) will not conflict with or violate any provision of the Articles of Incorporation or By-laws or other governing documents of the Company and (xii) except as set forth in Section 2.04(a) of the Company Disclosure Schedule, will not (A) violate, result in a breach of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancelation or acceleration) under any contract, lease, loan agreement, Benefit Plan, mortgage, security agreement, trust indenture indenture, note, bond or other agreement or instrument (collectively, "Contract") to which the Company or PRSI is a party or by which either of them the Company is bound or to which either any of their properties or its assets is subject subject, or (yB) result in the creation or imposition of any Lien mortgage, pledge, lien, security interest, claim, restriction, charge or encumbrance of any kind (other than a Permitted collectively, "Lien") upon any of the properties or assets of the Company, except for any of them such violations, breaches, defaults or (z) permit Liens that would not, individually or cause the acceleration of the maturity of any debt or obligation of the Company or PRSI in an amount exceeding, in the aggregate, $500,000, and (ii) will not violate any provision of the Charter or the Amended and Restated Bylaws of the Company or PRSIreasonably be expected to have a Material Adverse Effect. (b) Except for (i) the filings by the Company, if any, required by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as set forth amenxxx, xxx xxx xxxxs and regulations thereunder (the "HSR Act") and any similar laws of foreign jurisdictions, (ii) applicable filings, if any, required by applicable federal, state or foreign securities laws, (iii) the filing of the Certificate of Designations with the Secretary of State of the State of Nevada and (iv) any required approvals of the Federal Communications Commission or any successor agency, in each case, which shall be made (or are not required to be made) on Schedule 3.5(b)or prior to the Closing Date, no consent, authorization or order of, or filing or registration with, any foreign, federal, state or local court or governmental or regulatory agency or authority or applicable stock exchange or trading market (collectively, "Governmental Authority Authority") or other person is required to be obtained or made by the Company or PRSI for the execution, delivery and performance of this Agreement or any of the Documentsother Investment Transaction Documents to which it is, or will be, a party or the consummation of any by the Company of the Investment or the other transactions contemplated hereby or thereby, except (i) for those consents or authorizations required for the Closing that will have been obtained or made on or prior to the Closing Date, (ii) approval of the stockholders of the Company to issue shares of Common Stock upon conversion of the Notes pursuant to Nasdaq Marketplace Rule 4350(i) or (iii) where the failure to obtain such consents, authorizations or orders, or make such filings or registrations, could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect or a material adverse effect on the ability of the Company to consummate the transactions contemplated hereby or thereby.

No Violation; Consents. (a) The execution, delivery and performance by the Company of each of the Documents and the consummation of the transactions contemplated hereby and thereby does not and will not contravene any Applicable Law, assuming the accuracy of the Purchasers' representations in Section 4.1(d) hereof and compliance by the Purchasers with the requirements of the Exchange Act, except where such contraventions could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The execution, delivery and performance by the Company of each of the Documents and the consummation of the transactions contemplated hereby and thereby (i) will not (x) violate, result in a breach of or constitute (with due notice or lapse of time or both) a default under any contract, lease, loan agreement, Benefit Plan, mortgage, security agreement, trust indenture or other agreement or instrument to which the Company or PRSI any Subsidiary is a party or by which either any of them is bound or to which either any of their properties or assets is subject or (y) result in the creation or imposition of any Lien (other than a Permitted Lien) upon any of the properties or assets of any of them except, with respect to clauses (x) and (y), where the failure to satisfy the foregoing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (z) permit or cause the acceleration of the maturity of any debt or obligation of the Company or PRSI any Subsidiaries in an amount exceeding, in the aggregate, $500,00050,000, and (ii) will not violate any provision of the Charter or the Amended and Restated Bylaws of the Company or PRSIany Subsidiaries. (b) Except as set forth on Schedule 3.5(b), no consent, authorization or order of, or filing or registration with, any Governmental Authority or other person is required to be obtained or made by the Company or PRSI any Subsidiary for the execution, delivery and performance of any of the Documents, or the consummation of any of the transactions contemplated hereby or thereby, except (i) for those consents or authorizations required for the Closing that will have been obtained or made on or prior to the Closing Date, (ii) approval of the stockholders of the Company to issue shares of Common Stock upon conversion of the Notes pursuant to Nasdaq Marketplace Rule 4350(i) or (iii) where the failure to obtain such consents, authorizations or orders, or make such filings or registrations, could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

No Violation; Consents. (a) The Subject to the governmental filings and other matters referred to in Section 2.04(b), the execution, delivery and performance by the Company of this Agreement and each of the other Investment Transaction Documents to which it is, or will be, a party and the consummation by the Company of the Investment and the other transactions contemplated hereby and thereby does do not and will not contravene (i) any Applicable Lawapplicable foreign, federal or state statute, rule, regulation, order, writ, decree, injunction or judgment or (ii) any applicable stock exchange or trading market rule or listing requirement, except for any such contravention that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The execution, delivery and performance by the Company of this Agreement and each of the other Investment Transaction Documents to which it is, or will be, a party and the consummation of the Investment and the other transactions contemplated hereby and thereby (i) will not conflict with or violate any provision of the Articles of Incorporation or By-laws or other governing documents of the Company and (xii) except as set forth in Section 2.04(a) of the Company Disclosure Schedule, will not (A) violate, result in a breach of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancelation or acceleration) under any contract, lease, loan agreement, Benefit Plan, mortgage, security agreement, trust indenture indenture, note, bond or other agreement or instrument (collectively, "Contract") to which the Company or PRSI is a party or by which either of them the Company is bound or to which either any of their properties or its assets is subject subject, or (yB) result in the creation or imposition of any Lien mortgage, pledge, lien, security interest, claim, restriction, charge or encumbrance of any kind (other than a Permitted collectively, "Lien") upon any of the properties or assets of the Company, except for any of them such violations, breaches, defaults or (z) permit Liens that would not, individually or cause the acceleration of the maturity of any debt or obligation of the Company or PRSI in an amount exceeding, in the aggregate, $500,000, and (ii) will not violate any provision of the Charter or the Amended and Restated Bylaws of the Company or PRSIreasonably be expected to have a Material Adverse Effect. (b) Except for (i) the filings by the Company, if any, required by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as set forth amendex, xxx xxx xxxxx and regulations thereunder (the "HSR Act") and any similar laws of foreign jurisdictions, (ii) applicable filings, if any, required by applicable federal, state or foreign securities laws, (iii) the filing of the Certificate of Designations with the Secretary of State of the State of Nevada and (iv) any required approvals of the Federal Communications Commission or any successor agency, in each case, which shall be made (or are not required to be made) on Schedule 3.5(b)or prior to the Closing Date, no consent, authorization or order of, or filing or registration with, any foreign, federal, state or local court or governmental or regulatory agency or authority or applicable stock exchange or trading market (collectively, "Governmental Authority Authority") or other person is required to be obtained or made by the Company or PRSI for the execution, delivery and performance of this Agreement or any of the Documentsother Investment Transaction Documents to which it is, or will be, a party or the consummation of any by the Company of the Investment or the other transactions contemplated hereby or thereby, except (i) for those consents or authorizations required for the Closing that will have been obtained or made on or prior to the Closing Date, (ii) approval of the stockholders of the Company to issue shares of Common Stock upon conversion of the Notes pursuant to Nasdaq Marketplace Rule 4350(i) or (iii) where the failure to obtain such consents, authorizations or orders, or make such filings or registrations, could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect or a material adverse effect on the ability of the Company to consummate the transactions contemplated hereby or thereby.

No Violation; Consents. (a) The Subject to the governmental filings and other matters referred to in Section 3.04(b), the execution, delivery and performance by the Company of each of the Equity Documents and the consummation by the Company of the transactions contemplated hereby and thereby does Transactions do not and will not contravene any Applicable Law, except for any such contravention that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Except as set forth on Schedule 3.04, the execution, delivery and performance by the Company of each of the Equity Documents and the consummation of the transactions contemplated hereby and thereby Transactions (i) will not (xA) violate, result in a breach of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under any contract, lease, loan agreement, Benefit Plan, mortgage, security agreement, trust indenture or other agreement or instrument Contract to which the Company or PRSI any Subsidiary is a party or by which either of them the Company or any Subsidiary is bound or to 21 16 which either any of their properties or the assets is of the Enterprise Communications Business will be subject immediately following the Distribution, or (yB) result in the creation or imposition of any Lien (other than a Permitted Lien) upon any of the properties or assets of the Enterprise Communications Business, except for any of them such violations, breaches, defaults or (z) permit Liens that would not, individually or cause the acceleration of the maturity of any debt or obligation of the Company or PRSI in an amount exceeding, in the aggregate, $500,000, reasonably be expected to have a Material Adverse Effect; and (ii) will not conflict with or violate any provision of the Charter certificate of incorporation or the Amended and Restated Bylaws bylaws or other governing documents of the Company or PRSIany Subsidiary. (b) Except for (i) the filings by Lucent and the Company, if any, required by the HSR Act and the expiration or termination of the applicable waiting period with respect thereto, (ii) applicable filings, if any, with the Commission pursuant to the Exchange Act, (iii) filings under state securities or "blue sky" laws, (iv) filing of the Certificate of Designation with the Secretary of State of the State of Delaware, and (v) such customary items as set forth on Schedule 3.5(b)may be required in connection with the registration of securities for public offer and sale pursuant to the Registration Rights Provisions, no consent, authorization or order of, or filing or registration with, any Governmental Authority or other person Person is required to be obtained or made by the Company Company, Lucent or PRSI any Subsidiary for the execution, delivery and performance of any of the Documents, Equity Documents or the consummation of any of the transactions contemplated hereby or therebyTransactions, except (i) for those consents or authorizations required for the Closing that will have been obtained or made on or prior to the Closing Date, (ii) approval of the stockholders of the Company to issue shares of Common Stock upon conversion of the Notes pursuant to Nasdaq Marketplace Rule 4350(i) or (iii) where the failure to obtain such consents, authorizations or orders, or make such filings or registrations, could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

No Violation; Consents. (a) The Subject to the governmental filings and other matters referred to in Section 3.04(b), the execution, delivery and performance by the Seller of this Agreement and each of the Distribution Agreements, the execution, delivery and performance by the Company of each of the Documents Distribution Agreements and the consummation of the transactions contemplated hereby and thereby does Transactions do not and will not contravene any Applicable Law, except for any such contravention that would not have or would not reasonably be expected to have a Material Adverse Effect. The Except as set forth on SCHEDULE 3.04, the execution, delivery and performance by the Seller of this Agreement and each of the Distribution Agreements, the execution, delivery and performance by the Company of each of the Documents Distribution Agreements and the consummation of the transactions contemplated hereby and thereby Transactions (i) will not (xA) violate, result in a breach of or of, constitute (with or without due notice or lapse of time or both) a default under (or give rise to any contractright of termination, leasecancellation or acceleration) under, loan agreementor require the prior consent of any third party to, Benefit Plan, mortgage, security agreement, trust indenture or other agreement or instrument any Contract to which the Company or PRSI any other member of the Company Group is a party or by which either the Company or any other member of them the Company Group is bound or to which either any of their properties or the assets is of the Business will be subject immediately following the Closing or (yB) result in the creation or imposition of any Lien (other than a Permitted Lien) upon upon, or any right of first refusal, first offer or option to purchase any of the properties or assets of any of them or (z) permit or cause the acceleration of the maturity of any debt or obligation of the Company or PRSI in an amount exceedingBusiness, except, in the aggregateeach case, $500,000for any such violations, breaches, defaults or Liens that would not have or would not reasonably be expected to have a Material Adverse Effect and (ii) will not conflict with or violate any provision of the Charter certificate of incorporation or the Amended and Restated Bylaws bylaws or other organizational documents of the Company or PRSIany other member of the Company Group. (b) Except as set forth on Schedule 3.5(b), SCHEDULE 3.04 no consent, authorization or order of, or filing or registration with, any Governmental Authority or other person Person (including the stockholders of Seller) is required to be obtained or made by the Company Seller, the Company, or PRSI any of their respective Subsidiaries for the execution, delivery and performance of this Agreement, any of the Documents, Distribution Agreements or the consummation of any of the transactions contemplated hereby or therebyTransactions, except (i) for those consents or authorizations required for the Closing that will have been obtained or made on or prior to the Closing Date, (ii) approval of the stockholders of the Company to issue shares of Common Stock upon conversion of the Notes pursuant to Nasdaq Marketplace Rule 4350(i) or (iii) where the failure to obtain such consents, authorizations or orders, or make such filings or registrations, could not, individually would not have or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

No Violation; Consents. (a) The execution, execution and delivery and performance by the Company of each of the Documents this Agreement and the Voting Agreement by Energy does not, and consummation by Energy of the transactions contemplated hereby and thereby does not and will not contravene any Applicable Law. The executionnot, delivery and performance by the Company of each of the Documents and the consummation of the transactions contemplated hereby and thereby (i) will not violate the certificate of formation or the Partnership Agreement of Energy, (xii) violate, result in constitute a breach of or constitute violation of, or a default (or an event which, with due notice or lapse of time or both, would constitute such a default) a default under any contractindenture, leasemortgage, deed of trust, loan agreement, Benefit Plan, mortgage, security agreement, trust indenture lease or other agreement or instrument (collectively, “Contracts”) to which the Company Energy or PRSI Abraxas Operating is a party or by which either any of them is bound or to which either any of their respective properties are bound, (iii) (assuming that the consents and approvals referred to in Section 4.6(b) are duly and timely made or assets obtained and that the Energy Unitholder Approval is subject obtained) violate any Law applicable to Energy or Abraxas Operating or any of their properties, (yiv) result in the creation or imposition of any Lien (other than a Permitted Lien) upon any property of Energy or Abraxas Operating pursuant to the properties or assets of any of them agreements and instruments referred to in clause (ii), or (zv) permit or cause the acceleration transactions contemplated by this Agreement to be subject to Takeover Laws, except, in the case of the maturity of any debt clauses (ii), (iii), (iv), or obligation of the Company (v), for such conflicts, breaches, violations, defaults, Liens, or PRSI in an amount exceedingsubjection, that would not, individually or in the aggregate, $500,000, and (ii) will not violate any provision of the Charter or the Amended and Restated Bylaws of the Company or PRSIhave an Energy Material Adverse Effect. (b) Except for (i) expiration or termination of any waiting period applicable to the transactions contemplated by this Agreement under the HSR Act, (ii) compliance with any applicable requirements of the Securities Act, the Exchange Act and any other applicable U.S. state or federal securities Laws, (iii) filing or recordation of merger or other appropriate documents as set forth on Schedule 3.5(b)required by the Delaware LP Act or applicable Law of other states in which Energy is qualified to do business, (iv) any governmental consents necessary for transfers of permits and licenses and (v) such other authorizations, consents, approvals or filings the failure of which to obtain or make would not, individually or in the aggregate, have an Energy Material Adverse Effect, no consentauthorization, authorization consent or order of, approval of or filing or registration with, with any Governmental Authority or other person is required to be obtained or made by the Company Energy or PRSI any ultimate parent entity or controlling person of Energy for the execution, execution and delivery and performance by either of any them of the Documents, this Agreement or the consummation by either of any them of the transactions contemplated hereby or thereby, except (i) for those consents or authorizations required for the Closing that will have been obtained or made on or prior to the Closing Date, (ii) approval of the stockholders of the Company to issue shares of Common Stock upon conversion of the Notes pursuant to Nasdaq Marketplace Rule 4350(i) or (iii) where the failure to obtain such consents, authorizations or orders, or make such filings or registrations, could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effecthereby.

No Violation; Consents. (a) The executionExcept as set forth on Schedule 5.3(a), the execution and delivery by Purchaser of this Agreement and performance by the Company of each of the Transaction Documents to which Purchaser is a party and the consummation of the transactions contemplated hereby and thereby does do not and will not contravene any Applicable Law. The execution, delivery and performance by the Company of each of the Documents and the consummation of the transactions contemplated hereby and thereby (i) will not violate any provision of the bylaws, certificate of incorporation or other similar organizational documents of Purchaser, (xii) conflict with, require the consent of a third party under, violate, result in a the breach of or of, constitute (with due notice or lapse of time or both) a default under, or give rise to any right of acceleration, cancellation or termination of any material right or obligation of Purchaser under any contract, lease, loan agreement, Benefit Plan, mortgage, security agreement, trust indenture material agreement or other agreement or instrument to which the Company or PRSI Purchaser is a party or by which either Purchaser or any of them its properties or assets are bound, (iii) violate any Order of any Governmental Authority to which Purchaser is bound or to which either of their properties or assets is subject or (yiv) result violate any Applicable Law, other than, in the creation case of clauses (ii) through (iv), any conflict, violation, breach, default, requirement for consents, rights of acceleration, cancellation, termination or imposition of any Lien (other than a Permitted Lien) upon any of the properties that would not reasonably be expected to have, individually or assets of any of them or (z) permit or cause the acceleration of the maturity of any debt or obligation of the Company or PRSI in an amount exceeding, in the aggregate, $500,000, and (ii) will not violate any provision of the Charter or the Amended and Restated Bylaws of the Company or PRSIa Purchaser Material Adverse Effect. (b) Except as set forth on Schedule 3.5(b)5.3(b) and except for (i) filings as may be required under the HSR Act and (ii) such filings with, and orders of, the FCC as may be required under the Communications Act, no consent, authorization Order or order ofPermit issued by, or declaration or filing with, or registration withnotification to, or waiver from or consent from, any Governmental Authority or other person is required on the part of Purchaser in connection with the execution and delivery of this Agreement, or the compliance or performance by Purchaser with any of the provisions contained in this Agreement or the consummation of the transactions contemplated hereby, except for any such requirements, the failure of which to be obtained or made by the Company or PRSI for the execution, delivery and performance of any of the Documents, or the consummation of any of the transactions contemplated hereby or thereby, except (i) for those consents or authorizations required for the Closing that will have been obtained or made on or prior would not reasonably be expected to the Closing Date, (ii) approval of the stockholders of the Company to issue shares of Common Stock upon conversion of the Notes pursuant to Nasdaq Marketplace Rule 4350(i) or (iii) where the failure to obtain such consents, authorizations or orders, or make such filings or registrations, could nothave, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect.

No Violation; Consents. (a) The executionAssuming the receipt of the consents or waivers referred to in Section 5.3(a) and Section 5.3(b) of the Seller Disclosure Schedule and in Section 5.3(b), the execution and delivery by Sellers of this Agreement and performance by the Company of each of the Documents Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby does do not and will not contravene any Applicable Law. The execution, delivery and performance by the Company of each of the Documents and the consummation of the transactions contemplated hereby and thereby (i) will not violate any provision of the Organizational Documents of any Seller, (xii) violateviolate any Order of any Governmental Authority existing after the filing of the Bankruptcy Cases to which any Seller is bound or subject, (iii) violate any Applicable Law or (iv) except as provided for herein, result in a breach of the imposition or constitute (with due notice or lapse of time or both) a default under any contract, lease, loan agreement, Benefit Plan, mortgage, security agreement, trust indenture or other agreement or instrument to which the Company or PRSI is a party or by which either of them is bound or to which either of their properties or assets is subject or (y) result in the creation or imposition of any Lien (other than a Permitted LienLiens) upon any of the properties or assets of any of them or (z) permit or cause the acceleration of the maturity of any debt or obligation of the Company or PRSI in an amount exceedingPurchased Assets other than, in the aggregate, $500,000, and case of clauses (ii) will not violate any provision of the Charter or the Amended and Restated Bylaws of the Company or PRSI. (b) Except as set forth on Schedule 3.5(b), no consent, authorization or order of, or filing or registration with, any Governmental Authority or other person is required to be obtained or made by the Company or PRSI for the execution, delivery and performance of any of the Documents, or the consummation of any of the transactions contemplated hereby or thereby, except (i) for those consents or authorizations required for the Closing that will have been obtained or made on or prior to the Closing Date, (ii) approval of the stockholders of the Company to issue shares of Common Stock upon conversion of the Notes pursuant to Nasdaq Marketplace Rule 4350(i) or (iii) where the failure to obtain such and (iv), any conflict, violation, breach, default, requirement for consents, authorizations rights of acceleration, cancellation or orders, or make such filings or registrations, could nottermination that would not reasonably be expected to have, individually or in the aggregate, a Seller Material Adverse Effect. (b) Assuming entry of the Plan Confirmation Order, no Order or Permit issued by, or declaration or filing with, or notification to, or waiver from any Governmental Authority is required on the part of any Seller in connection with the execution and delivery of this Agreement or any Ancillary Agreement, or the compliance with or performance by any Seller with any provision contained in this Agreement or any Ancillary Agreement, except for (i) the filing by or on behalf of ASARCO or its “ultimate parent entity” of notification with the Federal Trade Commission and Antitrust Division of the United States Department of Justice under the HSR Act and the expiration or termination of the applicable “waiting period” thereunder and (ii) any such requirements, the failure of which to be obtained or made would not reasonably be expected to have have, individually or in the aggregate, a Seller Material Adverse Effect.

No Violation; Consents. The execution and delivery by each Seller of each Transaction Document to which such Seller is or will be a party (a) The execution, delivery and performance or by the Company applicable Affiliate of the Seller of each of the Transaction Documents to which such Affiliate of the Seller is a party), and the consummation by such Seller (or the applicable Affiliate of such Seller) of all of the transactions contemplated hereby and thereby does not thereby, including, without limitation, the sale and will not contravene any Applicable Law. The execution, delivery and performance by the Company of each assignment of the Documents Purchased Assets, including the Transferred Intellectual Property of such Seller by such Seller to Purchaser and the consummation assumption of the transactions contemplated hereby and thereby Assumed Liabilities by Purchaser: (ia) will not (x) violate, result in a breach of or constitute (with due notice or lapse of time or both) a default under any contract, lease, loan agreement, Benefit Plan, mortgage, security agreement, trust indenture or other agreement or instrument to which the Company or PRSI is a party or by which either of them is bound or to which either of their properties or assets is subject or (y) result in the creation or imposition of any Lien (other than a Permitted Lien) upon any of the properties or assets of any of them or (z) permit or cause the acceleration of the maturity of any debt or obligation of the Company or PRSI in an amount exceeding, in the aggregate, $500,000, and (ii) will do not violate any provision of the Charter or the Amended and Restated Bylaws of the Company or PRSI.such Seller’s Organizational Documents; (b) Except except as may result from any facts or circumstances solely relating to the identity or regulatory status of Purchaser or its Affiliates and except as set forth on Schedule 3.5(b)3.2(b) hereto, no do not require any consent, approval, license, permit, order, qualification, authorization or order of, or registration or other action by, or any filing with or registration withnotification to, any Governmental Authority or other person is required (including, without limitation, any party to a Loan Document) (each, a “Governmental Approval”), to be obtained or made by the Company or PRSI for the execution, delivery and performance of any of the Documents, or the consummation of any of the transactions contemplated hereby or therebySellers, except (i) for those consents or authorizations required for the Closing that will have been obtained or made on or prior to the Closing Date, (ii) approval of the stockholders of the Company to issue shares of Common Stock upon conversion of the Notes pursuant to Nasdaq Marketplace Rule 4350(i) or (iii) where any Governmental Approvals the failure to obtain such consents, authorizations or orders, or make such filings or registrations, could notwhich, individually or in the aggregate, reasonably be expected would not have a Material Adverse Effect; and (c) except as set forth on Schedule 3.2(c), do not violate or conflict with, or result in a breach or termination of any provision of, or constitute a default under, or accelerate or permit the acceleration of the performance required by the terms of, or result in the creation of any Lien other than a Permitted Lien upon any of the Purchased Assets, including the Transferred Intellectual Property of each Seller under, (i) any contract, license, permit, agreement or instrument to which such Seller is a party or by which such Seller or any of the Purchased Assets, including the Transferred Intellectual Property of such Seller is bound or (ii) any applicable Governmental Order or Law to which such Seller is a party or by which such Seller or any of the Purchased Assets, including the Transferred Intellectual Property of such Seller is bound, except, in the case of either clause (i) or (ii), for any such violation, conflict, breach, termination, default or acceleration which (A) is applicable solely as a result of (I) any act or omission by Purchaser or any of its Affiliates or (II) the status of any fact, event or circumstance pertaining to Purchaser or any of its Affiliates but not to any Seller or any of its Affiliates or (B) would not have a Material Adverse Effect.