Common use of No Violation; Necessary Approvals Clause in Contracts

No Violation; Necessary Approvals. The execution and the delivery by Mammoth of this Agreement and the other Transaction Documents to which it is a party, the performance by Mammoth of its obligations hereunder and thereunder, and consummation of the Transactions by Mammoth will not (a) with or without notice or lapse of time, constitute, create or result in a breach or violation of, default under, loss of benefit or right under or acceleration of performance of any obligation required under any (i) law (statutory, common or otherwise), constitution, ordinance, rule, regulation, executive order or other similar authority (“Law”) enacted, adopted, promulgated or applied by any legislature, agency, bureau, branch, department, division, commission, court, tribunal or other similar recognized organization or body of any federal, state, county, municipal, local or foreign government or other similar recognized organization or body exercising similar powers or authority (a “Governmental Body”), (ii) order, ruling, decision, award, judgment, injunction or other similar determination or finding by, before or under the supervision of any Governmental Body or arbitrator (an “Order”), (iii) contract, agreement, arrangement, commitment, instrument, document or similar understanding (whether written or oral), including a lease, sublease and rights thereunder (“Contract”) or permit, license, certificate, waiver, notice and similar authorization (“Permit”) to which, in the case of (i), (ii) or (iii), Mammoth is a party or by which Mammoth is bound or any of its assets are subject, or (iv) any provision of the Organizational Documents of Mammoth as in effect on the Closing Date, (b) result in the imposition of any Lien upon any assets owned by Mammoth, or any Common Stock owned by any of the stockholders of Mammoth, (c) require any Consent under any Contract or Organizational Document to which Mammoth is a party or by which it is bound or any of its assets are subject, except for any such Consents as have been or will be obtained, (d) require any Permit under any Law or Order other than (i) required filings with the Securities and Exchange Commission (the “Commission”) and pursuant to the HSR Act, and (ii) notifications or other filings with state or federal regulatory agencies after the Closing that are necessary or convenient and do not require approval of the agency as a condition to the validity of the Transactions, or (e) trigger any rights of first refusal, preferential purchase or similar rights with respect to any equity interest in Mammoth, which have not been validly waived.

No Violation; Necessary Approvals. The execution and the delivery by Mammoth of this Agreement and the other Transaction Documents to which it is a party, the performance by Mammoth of its obligations hereunder and thereunder, and consummation of the Transactions Transactions, the Holdings Contribution, the Gulfport Contribution and the IPO by Mammoth will not (ai) with or without notice or lapse of time, constitute, create or result in a breach or violation of, default under, loss of benefit or right under or acceleration of performance of any obligation required under any (iA) law (statutory, common or otherwise), constitution, ordinance, rule, regulation, executive order or other similar authority (“Law”) enacted, adopted, promulgated or applied by any legislature, agency, bureau, branch, department, division, commission, court, tribunal or other similar recognized organization or body of any federal, state, county, municipal, local or foreign government or other similar recognized organization or body exercising similar powers or authority (a “Governmental Body”), (iiB) order, ruling, decision, award, judgment, injunction or other similar determination or finding by, before or under the supervision of any Governmental Body or arbitrator (an “Order”), (iiiC) contract, agreement, arrangement, commitment, instrument, document or similar understanding (whether written or oral), including a lease, sublease and rights thereunder (“Contract”) or permit, license, certificate, waiver, notice and similar authorization (“Permit”) to which, in the case of (iA), (iiB) or (iiiC), Mammoth is a party or by which Mammoth is bound or any of its assets are subject, or (ivD) any provision of the Organizational Documents of Mammoth as in effect on the Closing Date, ; (bii) result in the imposition of any Lien upon any assets owned by Mammoth, or any Common Stock Units owned by any of the stockholders unitholders of Mammoth, ; (ciii) require any Consent under any Contract or Organizational Document to which Mammoth is a party or by which it is bound or any of its assets are subject, except for any such Consents as have been or will be obtained, ; (div) require any Permit under any Law or Order other than (iA) required filings filings, if any, with the Securities and Exchange Commission (the “Commission”) and pursuant to the HSR Act, and (iiB) notifications or other filings with state or federal regulatory agencies after the Closing that are necessary or convenient and do not require approval of the agency as a condition to the validity of the Transactions, the Holdings Contribution, the Gulfport Contribution or the IPO; or (ev) trigger any rights of first refusal, preferential purchase or similar rights with respect to any equity interest in Mammoth, which have not been validly waived.

No Violation; Necessary Approvals. The Except as set forth in Schedule 2.1(b), the execution and the delivery by Mammoth each Seller of this Agreement and the other Transaction Documents to which it such Seller is a party, the performance by Mammoth such Seller of its such Seller’s obligations hereunder and thereunder, and consummation of the Transactions by Mammoth such Seller will not (ai) with or without notice or lapse of time, constitute, create or result in a breach or violation of, default under, loss of benefit or right under or acceleration of performance of any obligation required under any (iA) law (statutory, common or otherwise), constitution, ordinance, rule, regulation, executive order or other similar authority (“Law”) enacted, adopted, promulgated or applied by any legislature, agency, bureau, branch, department, division, commission, court, tribunal or other similar recognized organization or body of any federal, state, county, municipal, local or foreign government or other similar recognized organization or body exercising similar powers or authority (a “Governmental Body”), (iiB) order, ruling, decision, award, judgment, injunction or other similar determination or finding by, before or under the supervision of any Governmental Body or arbitrator (an “Order”), (iiiC) contract, agreement, arrangement, commitment, instrument, document or similar understanding (whether written or oral), including a lease, sublease and rights thereunder (“Contract”) or permit, license, certificate, waiver, notice and similar authorization (“Permit”) to which, in the case of (iA), (iiB) or (iiiC), Mammoth such Seller or any Company (as defined in Section 3.1) is a party or by which Mammoth any of them is bound or any of its their respective assets are subject, or (ivD) any provision of the Organizational Documents organizational documents of Mammoth such Seller or any Company as in effect on the Closing Date, ; (bii) result in the imposition of any Lien lien, claim or encumbrance (an “Encumbrance”) upon any assets (including the Stock and Interests) owned by Mammoth, such Seller or any Common Stock owned by any of the stockholders of Mammoth, Company; (ciii) require any Consent consent, approval, notification, waiver, or similar action that is necessary (“Consent”) under any Contract or Organizational Document organizational document to which Mammoth such Seller or any Company is a party or by which it any of them is bound or any of its their respective assets are subject, except for any such Consents as have been or will be obtained, ; (div) require any Permit or Consent under any Law or Order other than (i) required filings filings, if any, with the Securities and Exchange Commission (the “CommissionSEC”) and pursuant to the HSR Act, and (ii) notifications or other filings with state or federal regulatory agencies after the Closing that are necessary or convenient and do not require approval of the agency as a condition to the validity of the Transactions, ); or (ev) trigger any rights of first refusal, preferential purchase or similar rights with respect to any equity interest in Mammothof the Stock, which have not been validly waivedInterests or PC Stock.

No Violation; Necessary Approvals. The execution and the delivery by Mammoth of this Agreement and the other Transaction Documents to which it is a party, the performance by Mammoth of its obligations hereunder and thereunder, and consummation of the Transactions Transactions, the Holdings Contribution, the Rhino Contribution and the IPO by Mammoth will not (ai) with or without notice or lapse of time, constitute, create or result in a breach or violation of, default under, loss of benefit or right under or acceleration of performance of any obligation required under any (iA) law (statutory, common or otherwise), constitution, ordinance, rule, regulation, executive order or other similar authority (“Law”) enacted, adopted, promulgated or applied by any legislature, agency, bureau, branch, department, division, commission, court, tribunal or other similar recognized organization or body of any federal, state, county, municipal, local or foreign government or other similar recognized organization or body exercising similar powers or authority (a “Governmental Body”), (iiB) order, ruling, decision, award, judgment, injunction or other similar determination or finding by, before or under the supervision of any Governmental Body or arbitrator (an “Order”), (iiiC) contract, agreement, arrangement, commitment, instrument, document or similar understanding (whether written or oral), including a lease, sublease and rights thereunder (“Contract”) or permit, license, certificate, waiver, notice and similar authorization (“Permit”) to which, in the case of (iA), (iiB) or (iiiC), Mammoth is a party or by which Mammoth is bound or any of its assets are subject, or (ivD) any provision of the Organizational Documents of Mammoth as in effect on the Closing Date, ; (bii) result in the imposition of any Lien upon any assets owned by Mammoth, or any Common Stock Units owned by any of the stockholders unitholders of Mammoth, ; (ciii) require any Consent under any Contract or Organizational Document to which Mammoth is a party or by which it is bound or any of its assets are subject, except for any such Consents as have been or will be obtained, ; (div) require any Permit under any Law or Order other than (iA) required filings filings, if any, with the Securities and Exchange Commission (the “Commission”) and pursuant to the HSR Act, and (iiB) notifications or other filings with state or federal regulatory agencies after the Closing that are necessary or convenient and do not require approval of the agency as a condition to the validity of the Transactions, the Holdings Contribution, the Rhino Contribution or the IPO; or (ev) trigger any rights of first refusal, preferential purchase or similar rights with respect to any equity interest in Mammoth, which have not been validly waived.

No Violation; Necessary Approvals. The execution and the delivery by Mammoth of this Agreement and the other Transaction Documents to which it is a party, the performance by Mammoth of its obligations hereunder and thereunder, and consummation of the Transactions and the IPO by Mammoth will not (ai) with or without notice or lapse of time, constitute, create or result in a breach or violation of, default under, loss of benefit or right under or acceleration of performance of any obligation required under any (iA) law (statutory, common or otherwise), constitution, ordinance, rule, regulation, executive order or other similar authority (“Law”) enacted, adopted, promulgated or applied by any legislature, agency, bureau, branch, department, division, commission, court, tribunal or other similar recognized organization or body of any federal, state, county, municipal, local or foreign government or other similar recognized organization or body exercising similar powers or authority (a “Governmental Body”), (iiB) order, ruling, decision, award, judgment, injunction or other similar determination or finding by, before or under the supervision of any Governmental Body or arbitrator (an “Order”), (iiiC) contract, agreement, arrangement, commitment, instrument, document or similar understanding (whether written or oral), including a lease, sublease and rights thereunder (“Contract”) or permit, license, certificate, waiver, notice and similar authorization (“Permit”) to which, in the case of (iA), (iiB) or (iiiC), Mammoth is a party or by which Mammoth is bound or any of its assets are subject, or (ivD) any provision of the Organizational Documents of Mammoth as in effect on the Closing Date, ; (bii) result in the imposition of any Lien upon any assets owned by Mammoth, or any Common Stock owned by any of the stockholders of Mammoth, ; (ciii) require any Consent under any Contract or Organizational Document to which Mammoth is a party or by which it is bound or any of its assets are subject, except for any such Consents as have been or will be obtained, ; (div) require any Permit under any Law or Order other than (iA) required filings filings, if any, with the Securities and Exchange Commission (the “Commission”) and pursuant to the HSR Act, and (iiB) notifications or other filings with state or federal regulatory agencies after the Closing that are necessary or convenient and do not require approval of the agency as a condition to the validity of the Transactions, Transactions or the IPO; or (ev) trigger any rights of first refusal, preferential purchase or similar rights with respect to any equity interest in Mammoth, which have not been validly waived.

No Violation; Necessary Approvals. The Except as set forth in Schedule 2.1(b), the execution and the delivery by Mammoth each Seller of this Agreement and the other Transaction Documents to which it such Seller is a party, the performance by Mammoth such Seller of its such Seller’s obligations hereunder and thereunder, and consummation of the Transactions by Mammoth such Seller will not (ai) with or without notice or lapse of time, constitute, create or result in a breach or violation of, default under, loss of benefit or right under or acceleration of performance of any obligation required under any (iA) law (statutory, common or otherwise), constitution, ordinance, rule, regulation, executive order or other similar authority (“Law”) enacted, adopted, promulgated or applied by any legislature, agency, bureau, branch, department, division, commission, court, tribunal or other similar recognized organization or body of any federal, state, county, municipal, local or foreign government or other similar recognized organization or body exercising similar powers or authority (a “Governmental Body”), (iiB) order, ruling, decision, award, judgment, injunction or other similar determination or finding by, before or under the supervision of any Governmental Body or arbitrator (an “Order”), (iiiC) contract, agreement, arrangement, commitment, instrument, document or similar understanding (whether written or oral), including a lease, sublease and rights thereunder (“Contract”) or permit, license, certificate, waiver, notice and similar authorization (“Permit”) to which, in the case of (iA), (iiB) or (iiiC), Mammoth such Seller or any Company (as defined in Section 3.1) is a party or by which Mammoth any of them is bound or any of its their respective assets are subject, or (ivD) any provision of the Organizational Documents organizational documents of Mammoth such Seller or the Partnership, Keystone Mobile Services, L.P., a Pennsylvania limited partnership that is wholly owned by the Partnership (“KMS”), or Keystone Lehigh Valley Mobile Partners, LP, a Pennsylvania limited partnership (“Keystone Lehigh”) (each a “Company” and collectively the “Companies”) as in effect on the Closing Date, ; (bii) result in the imposition of any Lien lien, claim or encumbrance (an “Encumbrance”) upon any assets (including the Interests) owned by Mammoth, such Seller or any Common Stock owned by any of the stockholders of Mammoth, Company; (ciii) require any Consent consent, approval, notification, waiver, or similar action that is necessary (“Consent”) under any Contract or Organizational Document organizational document to which Mammoth such Seller or any Company is a party or by which it any of them is bound or any of its their respective assets are subject, except for any such Consents as have been or will be obtained, ; (div) require any Permit or Consent under any Law or Order other than (i) required filings filings, if any, with the Securities and Exchange Commission (the “CommissionSEC”) and pursuant to the HSR Act, and (ii) notifications or other filings with state or federal regulatory agencies after the Closing that are necessary or convenient and do not require approval of the agency as a condition to the validity of the Transactions, ); or (ev) trigger any rights of first refusal, preferential purchase or similar rights with respect to any equity interest in Mammoth, which have not been validly waivedof the Interests.

No Violation; Necessary Approvals. The Except as listed on Schedule 2.1, the execution and the delivery by Mammoth Seller of this Agreement and the other Transaction Documents to which it Seller is a party, the performance by Mammoth Seller of its Seller’s obligations hereunder and thereunder, and the consummation of the Transactions by Mammoth Seller will not (ai) with or without notice or lapse of time, constitute, create or result in a breach or violation of, default under, loss of any material benefit or right under or acceleration of performance of any obligation required under any (iA) law (statutory, common or otherwise), constitution, ordinance, rule, regulation, executive order or other similar authority (“Law”) applicable to the Seller Parties enacted, adopted, promulgated or applied by any legislature, agency, bureau, branch, department, division, commission, court, tribunal or other similar recognized organization or body of any federal, state, county, municipal, local or foreign government or other similar recognized organization or body exercising similar powers or authority (a “Governmental Body”), (iiB) order, ruling, decision, award, judgment, injunction or other similar determination or finding by, before or under the supervision of any Governmental Body or arbitrator (an “Order”), (iiiC) contract, agreement, arrangement, commitment, instrument, document or similar understanding (whether written or oral), including a lease, sublease and rights thereunder (“Contract”) or permit, license, certificate, waiver, notice and similar authorization (“Permit”) to which, in the case of (iA), (iiB) or (iiiC), Mammoth is a party or by which Mammoth is bound or any of its assets are subject, or (iv) any provision of the Organizational Documents of Mammoth as in effect on the Closing Date, (b) result in the imposition of any Lien upon any assets owned by Mammoth, or any Common Stock owned by any of the stockholders of Mammoth, (c) require any Consent under any Contract or Organizational Document to which Mammoth Seller Party is a party or by which it is bound or any of its assets are subject, except for or (D) any such Consents provision of the organizational documents of Company as have been in effect on the Closing Date; (ii) result in the imposition of any lien, claim or will be obtained, encumbrance (dan “Encumbrance”) upon any assets (including the Shares) owned by Seller; (iii) require any consent under any Contract or organizational document to which any Seller Party is a party or by which it is bound or any of its assets are subject; (iv) require any Permit under any Law or Order other than (i) required filings with the Securities and Exchange Commission (the “Commission”) and pursuant to the HSR Act, and (ii) notifications or other filings with state or federal regulatory agencies after the Closing that are necessary or convenient and do not require approval of the agency as a condition to the validity of the Transactions, ; or (ev) trigger any rights of first refusal, preferential purchase or similar rights with respect to any equity interest in Mammoth, which have not been validly waivedof the Shares.