Common use of Organization and Authority; Non-Contravention Clause in Contracts

Organization and Authority; Non-Contravention. Shentel is a limited liability company and is duly organized, validly existing and in good standing under the laws of the Commonwealth of Virginia, has all requisite power and authority, and has taken all action necessary in order to execute, deliver and perform its obligations under this Agreement. This Agreement, and the other Transaction Documents to which Shentel is a party, constitute legal, valid and binding obligations of Shentel, enforceable against Shentel in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Neither the execution, delivery and performance by Shentel of this Agreement or the other Transaction Documents to which Shentel is a party, nor the consummation of the Transactions, will: (i) conflict with, or result in a breach or violation of, any provision of any of Shentel’s organizational agreements; (ii) constitute, with or without the giving of notice or passage of time or both, a material breach, violation or default, create a material Lien, or give rise to any material right of termination, modification, cancellation, prepayment or acceleration, under (A) any Law or (B) any note, bond, mortgage, indenture, lease, agreement or other instrument, in each case which is applicable to or binding upon Shentel or its assets; or (iii) require any Consent, other than in the case of clauses (ii) or (iii), any Consents to be obtained by the Parties in accordance with Section 6.2(b).

Organization and Authority; Non-Contravention. Shentel Spectrum is a limited liability company partnership and SprintCom is a corporation, each is duly organized, validly existing and in good standing under the laws of the Commonwealth its state of Virginiaorganization, and each has all requisite power and authority, and has taken all action necessary in order to execute, deliver and perform its obligations under this Agreement. This Agreement, and the other Transaction Documents to which Shentel Sprint is a party, constitute legal, valid and binding obligations of ShentelSprint, enforceable against Shentel it in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Neither the execution, delivery and performance by Shentel Sprint of this Agreement or the other Transaction Documents to which Shentel Sprint is a party, nor the consummation of the Transactions, will: (i) conflict with, or result in a breach or violation of, any provision of any of ShentelSprint’s organizational agreements; agreements; (ii) constitute, with or without the giving of notice or passage of time or both, a material breach, violation or default, create a material Lien, or give rise to any material right of termination, modification, cancellation, prepayment or acceleration, under (A) any Law or (B) any note, bond, mortgage, indenture, lease, agreement or other instrument, in each case which is applicable to or binding upon Shentel Sprint or any of its assets; or (iii) require any Consent, other than in the case of clauses (ii) or (iii), any Consents to be obtained by the Parties in accordance with Section 6.2(b).