Common use of Organization and Authorization; No Conflicts Clause in Contracts

Organization and Authorization; No Conflicts. Each Contributed Entity is an entity duly organized, validly existing and in good standing in the state of its organization and is duly qualified to do business as a foreign entity in each jurisdiction where the failure to so qualify would materially adversely affect the Contributed Entity’s ability to conduct business in the Ordinary Course. Each Contributed Entity has all requisite power and authority to own, lease and operate the Properties now owned, leased or operated by it and to carry on its business as presently conducted. Each Contributed Entity, to the extent applicable, has taken all necessary action to authorize the execution, delivery and performance of the Transaction Agreements and any other agreement, certificate, instrument or writing delivered in connection herewith or therewith or the transactions contemplated hereby or thereby (collectively, the “Transaction Documents”), and upon the execution and delivery of any Transaction Document to be delivered by any Contributed Entity, to the extent applicable, such Transaction Document shall constitute the valid and binding obligation and agreement of such Contributed Entity, enforceable against such Contributed Entity in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors and general principles of equity. The EL Entities have made available to the LATA Parties true and complete copies of the Organizational Documents of each Contributed Entity, as amended and as in effect on the date of this Agreement. No Contributed Entity is in default under or in violation of any provision of its Organizational Documents.

Organization and Authorization; No Conflicts. Each Contributed Entity Seller and Acquired Company is an entity duly organized, validly existing and in good standing in the state of its organization and is duly qualified to do business as a foreign entity in each jurisdiction where the failure to so qualify would materially adversely affect the Contributed Entity’s ability to conduct business in the Ordinary Courseorganization. Each Contributed Entity Seller and Acquired Company has all requisite power and authority to own, lease and operate the Properties properties now owned, leased or operated by it and to carry on its business as presently conducted. Each Contributed EntitySeller and Acquired Company is duly qualified to do business as a foreign entity in the jurisdictions identified on Schedule 6.1(a), and none of them is required to qualify to do business in any other jurisdiction. Each Seller and Acquired Company, to the extent applicable, has taken all necessary action to authorize the execution, delivery and performance of the Transaction Agreements this Agreement and any other agreement, certificate, instrument or writing delivered in connection herewith or therewith with this Agreement or the transactions contemplated hereby or thereby (collectively, the “Transaction Documents”), and upon the execution and delivery of any Transaction Document to be delivered by any Contributed EntitySeller or Acquired Company, to the extent applicable, such Transaction Document shall constitute the valid and binding obligation and agreement of such Contributed EntitySeller or Acquired Company, to the extent applicable, enforceable against such Contributed Entity Seller or Acquired Company, to the extent applicable, in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors and general principles of equity. The EL Entities person or persons executing and delivering this Agreement or any other Transaction Document is or shall have been prior to the Closing Date, duly authorized to execute and deliver such documents on behalf of such Seller or Acquired Company, to the extent applicable. Sellers have made available to the LATA Parties Purchaser true and complete copies of the Organizational Documents articles, bylaws, operating agreement, partnership agreement or other organizational documents of each Contributed EntityAcquired Company, as amended and as in effect on the date of this Agreement. No Contributed Entity Seller or Acquired Company is in default under or in violation of any provision of its Organizational Documentsorganizational documents. Neither the execution and delivery of this Agreement or any Transaction Document by any Seller or Acquired Company, to the extent applicable, or the consummation of any of the transactions contemplated hereby or thereby, nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof will (i) conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any Lien upon any of the Interests or any Assets of any Seller or Acquired Company, under (A) any of their respective organizational documents, (B) any contract to which any of them is a party, (C) upon satisfaction of the Licensing Contingency, any Permits to which any of them is a party or the Interests or the Assets of any Seller or Acquired Company are subject or by which any Seller or Acquired Company is bound, (D) any Court Order to which any Seller or Acquired Company is a party or any of the Interests are subject or by which any Seller or Acquired Company is bound, or (E) any Laws affecting any Seller, Acquired Company, the Interests or the Assets of any Seller or Acquired Company; or (ii) require the approval, consent, authorization or act of, or the making by any Seller or Acquired Company of any declaration, filing or registration with, any Person.

Organization and Authorization; No Conflicts. Each Contributed Entity is an entity duly organized, validly existing and in good standing in the state of its organization and is duly qualified to do business as a foreign entity in each jurisdiction where the failure to so qualify would materially adversely affect the Contributed Entity’s ability to conduct business in the Ordinary Course. Each Contributed Entity has all requisite power and authority to own, lease and operate the Properties now owned, leased or operated by it and to carry on its business as presently conducted. Each Contributed Entity, to the extent applicable, has taken all necessary action to authorize the execution, delivery and performance of the Transaction Agreements and any other agreement, certificate, instrument or writing delivered in connection herewith or therewith or the transactions contemplated hereby or thereby (collectively, the “Transaction Documents”), and upon the execution and delivery of any Transaction Document to be delivered by any Contributed Entity, to the extent applicable, such Transaction Document shall constitute the valid and binding obligation and agreement of such Contributed Entity, enforceable against such Contributed Entity in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors and general principles of equity. The EL Entities have ELRM has made available to the LATA ATA Parties true and complete copies of the Organizational Documents of each Contributed Entity, as amended and as in effect on the date of this Agreement. No Contributed Entity is in default under or in violation of any provision of its Organizational Documents.

Organization and Authorization; No Conflicts. Each Contributor, the Property Owner, the Contributed Entity is an entity and their Subsidiaries are entities duly organized, validly existing and in good standing in the state of its their organization and is are duly qualified to do business as a foreign entity in each jurisdiction where the failure to so qualify would materially adversely affect affects the Contributed Entity’s ability to conduct business in the Ordinary Course. Each of the Contributors, the Property Owner, each Contributed Entity and their Subsidiaries has all requisite power and authority to own, lease and operate the Properties properties now owned, leased or operated by it and to carry on its business as presently conducted. Each Contributor, Property Owner, Contributed EntityEntity and their Subsidiaries, to the extent applicable, has taken all necessary action to authorize the execution, delivery and performance of the Transaction Agreements this Agreement and any other agreement, certificate, instrument or writing delivered in connection herewith or therewith with this Agreement or the transactions contemplated hereby or thereby (collectively, the “Transaction Documents”), and upon the execution and delivery of any Transaction Document to be delivered by any Contributor, the Property Owner or any Contributed Entity, to the extent applicable, such Transaction Document shall constitute the valid and binding obligation and agreement of such Contributors, the Property Owner or such Contributed Entity, to the extent applicable, enforceable against such Contributors, the Property Owner or such Contributed Entity Entity, to the extent applicable, in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors and general principles of equity. The EL Entities person or persons executing and delivering this Agreement or any other Transaction Document is and shall have been prior to the Initial Closing Date, duly authorized to execute and deliver such documents on behalf of such Contributor or the Contributed Entity, to the extent applicable. The Contributors have made available to the LATA Parties Partnership true and complete copies of the Organizational Documents of each Contributor (other than the Contributors that are natural persons) each Contributed EntityEntity and the Property Owner, as amended and as in effect on the date of this Agreement. No None of the Contributors, the Contributed Entity Entity, the Property Owner or their Subsidiaries is in default under or in violation of any provision of its Organizational Documents, to the extent applicable.

Organization and Authorization; No Conflicts. Each The Contributor, the Property Owner, the Contributed Entity is an entity and their Subsidiaries are entities duly organized, validly existing and in good standing in the state of its their organization and is are duly qualified to do business as a foreign entity in each jurisdiction where the failure to so qualify would materially adversely affect affects the Contributed Entity’s ability to conduct business in the Ordinary Course. Each The Contributor, the Property Owner, each Contributed Entity and their Subsidiaries has all requisite power and authority to own, lease and operate the Properties properties now owned, leased or operated by it and to carry on its business as presently conducted. Each The Contributor, Property Owner, Contributed EntityEntity and their Subsidiaries, to the extent applicable, has taken all necessary action to authorize the execution, delivery and performance of the Transaction Agreements this Agreement and any other agreement, certificate, instrument or writing delivered in connection herewith or therewith with this Agreement or the transactions contemplated hereby or thereby (collectively, the “Transaction Documents”), and upon the execution and delivery of any Transaction Document to be delivered by any Contributor, the Property Owner or any Contributed Entity, to the extent applicable, such Transaction Document shall constitute the valid and binding obligation and agreement of such Contributor, the Property Owner or such Contributed Entity, to the extent applicable, enforceable against such Contributor, the Property Owner or such Contributed Entity Entity, to the extent applicable, in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors and general principles of equity. The EL Entities person or persons executing and delivering this Agreement or any other Transaction Document is and shall have been prior to the Initial Closing Date, duly authorized to execute and deliver such documents on behalf of such Contributor or the Contributed Entity, to the extent applicable. The Contributor has made available to the LATA Parties Partnership true and complete copies of the Organizational Documents of the Contributor (other than the Contributor that is a natural person) each Contributed EntityEntity and the Property Owner, as amended and as in effect on the date of this Agreement. No None of the Contributor, the Contributed Entity Entity, the Property Owner or their Subsidiaries is in default under or in violation of any provision of its Organizational Documents, to the extent applicable.

Organization and Authorization; No Conflicts. Each The Contributor, the Property Owner, the Contributed Entity is an entity and their Subsidiaries are entities duly organized, validly existing and in good standing in the state of its their organization and is are duly qualified to do business as a foreign entity in each jurisdiction where the failure to so qualify would materially adversely affect affects the Contributed Entity’s ability to conduct business in the Ordinary Course. Each The Contributor, the Property Owner, each Contributed Entity and their Subsidiaries has all requisite power and authority to own, lease and operate the Properties properties now owned, leased or operated by it and to carry on its business as presently conducted. Each The Contributor, Property Owner, Contributed EntityEntity and their Subsidiaries, to the extent applicable, has taken all necessary action to authorize the execution, delivery and performance of the Transaction Agreements this Agreement and any other agreement, certificate, instrument or writing delivered in connection herewith or therewith with this Agreement or the transactions contemplated hereby or thereby (collectively, the “Transaction Documents”), and upon the execution and delivery of any Transaction Document to be delivered by any Contributor, the Property Owner or any Contributed Entity, to the extent applicable, such Transaction Document shall constitute the valid and binding obligation and agreement of such Contributor, the Property Owner or such Contributed Entity, to the extent applicable, enforceable against such Contributor, the Property Owner or such Contributed Entity Entity, to the extent applicable, in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors and general principles of equity. The EL Entities person or persons executing and delivering this Agreement or any other Transaction Document is and shall have been prior to the Closing Date, duly authorized to execute and deliver such documents on behalf of such Contributor or the Contributed Entity, to the extent applicable. The Contributor has made available to the LATA Parties Partnership true and complete copies of the Organizational Documents of the Contributor (other than the Contributor that is a natural person) each Contributed EntityEntity and the Property Owner, as amended and as in effect on the date of this Agreement. No None of the Contributor, the Contributed Entity Entity, the Property Owner or their Subsidiaries is in default under or in violation of any provision of its Organizational Documents, to the extent applicable.