Common use of Consents; No Conflicts Clause in Contracts

Consents; No Conflicts. Neither the execution, delivery and ---------------------- performance by the Company of this Agreement and the Related Agreement Amendments to which it is a party nor the consummation of the Transactions will (a) violate any provision of the Company's organizational documents; (b) constitute, with or without the giving of notice or passage of time or both, a breach, violation or default, create a Lien (other than Liens under the Credit Documents), or give rise to any right of termination, modification, cancellation, prepayment or acceleration, under (i) any Law or License, or (ii) any note, bond, mortgage, indenture, lease, agreement or other instrument, in each case which is applicable to or binding upon the Company or any of its assets; or (c) require any Consent on the part of the Company other than those set forth on Schedule 5.2, except in each case where such breach, violation, ------------ default, Lien, right, or the failure to obtain or give such Consent would not have a Material Adverse Effect on it or materially adversely affect the Transactions, its ability to perform its obligations under the Related Agreements and Related Agreement Amendments or the operation of the Company's business after the Closing Date. To its knowledge, there is no fact relating to it or its Affiliates that would be reasonably expected to prevent it from consummating the Transactions or performing any of its obligations under the Related Agreements and Related Agreement Amendments or disqualify the Company from obtaining the Consents (including without limitation, FCC Consent) required in order to consummate the License Transfers as provided for in this Agreement.

Consents; No Conflicts. Neither the execution, delivery and ---------------------- performance by the Company it of this Agreement and or the Related Agreement Amendments to which it is a party nor the consummation of the Transactions will (a) violate any provision of the Company's its organizational documents; (b) constitute, with or without the giving of notice or passage of time or both, a breach, violation or default, create a Lien (other than Liens under the Credit Documents)Lien, or give rise to any right of termination, modification, cancellation, prepayment or acceleration, under (i) any Law or License, License or (ii) any note, bond, mortgage, indenture, lease, agreement or other instrument, in each case which is applicable to or binding upon the Company it or any of its assets; or (c) require any Consent on the part of the Company Consent, other than those set forth on Schedule 5.24.2 or the approval ------------ of its board of directors, general partner, stockholders or similar constituent bodies, as the case may be (which approvals have been obtained), except in each case case, where such breach, violation, ------------ default, Lien, right, or the failure to obtain or give such Consent would not have a Material Adverse Effect on it or materially adversely affect the Transactions, Transactions or its ability to perform its obligations under the Related Agreements and Related Agreement Amendments or the operation of the Company's business after the Closing DateAmendments. To its knowledge, there is no fact relating to it or its Affiliates that would be reasonably expected to prevent it from consummating the Transactions or performing any of its obligations under any of the Related Agreements and Related Agreement Amendments or disqualify the Company from obtaining the Consents (including without limitation, FCC Consent) required in order to consummate the License Transfers as provided for in this Agreement.

Consents; No Conflicts. Neither the execution, delivery and ---------------------- performance by the Company it of this Agreement and the Related Agreement Amendments to which it is a party nor the consummation of the Transactions will (a) violate conflict with, or result in a breach or violation of, any provision of the Company's its organizational documents; (b) subject to obtaining Consents set forth on Schedule 5.2, constitute, with or without the giving of notice or passage of time or both, a breach, violation or default, create a Lien (other than Liens under on any of the Credit Documents)Purchased Assets, or give rise to any right of termination, modification, cancellation, prepayment or acceleration, under (i) any Law or License, the PCS License or (ii) any note, bond, mortgage, indenture, lease, agreement or other instrument, in each case which is applicable to or binding upon the Company it or any of its assets; assets or (c) require any Consent on the part of the Company Consent, other than those set forth on Schedule 5.2, except in each case where such breach, violation, ------------ default, Lien, right, Lien or the failure to obtain or give such Consent right would not have a an AT&T PCS Material Adverse Effect or a material adverse effect on it or materially adversely affect the Transactions, its ability to perform its obligations under the Related Agreements and Related Agreement Amendments or the operation of the Company's business after the Closing Date. To its knowledge, there is no fact relating to it or its Affiliates that would be reasonably expected to prevent it from consummating the Transactions or performing any of its obligations under the Related Agreements and Related Agreement Amendments or disqualify the Company from obtaining the Consents (including without limitation, FCC Consentthe Consent of the FCC) required in order to consummate the License Transfers Transfer as provided for in this Agreement. Notwithstanding anything to the contrary contained herein, AT&T PCS makes no representation or warranty as to any Consents that may be required pursuant to the terms of the Assigned Agreements and has relied solely upon the advice of the Company in connection with the preparation of the portion of Schedule 5.2 relating to any such Consents required pursuant to the terms of the Assigned Agreements.

Consents; No Conflicts. Neither Assuming the representations and warranties in Article III are true and correct, except (a) for the registration or filing with the Registrar of Companies of the Cayman Islands, the SEC or applicable state blue sky or other securities laws filings with respect to the Transactions, and (b) for such other filings, notifications, notices, submissions, applications, or consents the failure of which to be obtained or made would not have a Company Material Adverse Effect, all filings, notifications, notices, submissions, applications, or consents from or with any Governmental Authority or any other Person required in connection with the valid execution, delivery and ---------------------- performance by the Company of this Agreement and the Related Agreement Amendments to which it is a party nor other Transaction Documents, and the consummation of the Transactions will (a) violate any provision of the Company's organizational documents; (b) constitute, with or without the giving of notice or passage of time or both, a breach, violation or default, create a Lien (other than Liens under the Credit Documents), or give rise to any right of termination, modification, cancellation, prepayment or acceleration, under (i) any Law or License, or (ii) any note, bond, mortgage, indenture, lease, agreement or other instrumentTransactions, in each case which is applicable to or binding upon the Company or any of its assets; or (c) require any Consent on the part of the Company Acquisition Entities, have been duly obtained or completed (as applicable) and are in full force and effect. The execution, delivery and performance of this Agreement and the other Transaction Documents to which it is or will be a party does not, and the consummation by each Acquisition Entity of the transactions contemplated hereby and thereby will not result in any violation of, be in conflict with, or constitute a default under, require any consent under, or give any Person rights of termination, amendment, acceleration (including acceleration of any obligation of such Acquisition Entity) or cancellation under, (i) any Governmental Order, (ii) any provision of the Organizational Documents of each Acquisition Entity, or (iii) any applicable Law, other than those set forth on Schedule 5.2any restrictions under federal or state securities laws, this Agreement or the Organizational Documents of each Acquisition Entity, except in each the case where such breachof sub-clauses (i), violation(ii), ------------ defaultand (iii), Lienas has not had, right, or the failure to obtain or give such Consent and would not have reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect material adverse effect on it or materially adversely affect the Transactions, its ability to perform its obligations under the Related Agreements and Related Agreement Amendments or the operation of the Company's business after Acquisition Entities to enter into and perform the Closing Date. To its knowledge, there Transaction Documents to which it is no fact relating to it or its Affiliates that would will be reasonably expected to prevent it from consummating the Transactions or performing any of its obligations under the Related Agreements a party and Related Agreement Amendments or disqualify the Company from obtaining the Consents (including without limitation, FCC Consent) required in order to consummate the License Transfers as provided for in this AgreementTransactions.

Consents; No Conflicts. Neither the execution, delivery and ---------------------- performance by the Company of this Agreement and the Related Stockholders Agreement Amendments to which it is a party nor the consummation of the Transactions will (a) violate conflict with, or result in a breach or violation of, any provision of the Company's its organizational documents; (b) constitute, with or without the giving of notice or passage of time or both, a breach, violation or default, create a Lien (other than Liens under the Credit Documents)Lien, or give rise to any right of termination, modification, cancellation, prepayment or acceleration, under (i) any Law or License, or (ii) any note, bond, mortgage, indenture, lease, agreement or other instrument, in each case which is applicable to or binding upon the Company it or any of its assets; or (c) require any Consent on the part of the Company its part, other than those set forth on Schedule 5.25.2 or the approval of its Board of Directors (which approval has been obtained), except in each case where such breach, violation, ------------ default, Lien, right, or the failure to obtain or give such Consent would not have a Material Adverse Effect on it or materially adversely affect the Transactions, its ability to perform its obligations under this Agreement or the Related Agreements and Related Stockholders Agreement Amendments or the operation of the Company's its business after the Closing Date. To its knowledge, there is no fact relating to it or its Affiliates that would be reasonably expected to prevent it from consummating the Transactions or performing any of its obligations under this Agreement or the Related Agreements and Related Stockholders Agreement Amendments or disqualify the Company from obtaining the Consents (including without limitation, FCC Consent) required in order to consummate the Mercury License Transfers Transfer as provided for in this Agreement.

Consents; No Conflicts. Neither the execution, delivery ---------------------- and ---------------------- performance by the Company it of this Agreement and the Related Agreement Amendments to which it is a party nor the consummation of the Transactions transactions contemplated hereby will (a) violate conflict with, or result in a breach or violation of, any provision of the Company's its organizational documents; (b) subject to obtaining the Consents set forth on Schedule 4.6, constitute, with or without the giving of notice or passage of time or both, a breach, violation or default, create a Lien (other than Liens under the Credit Documents)Lien, or give rise to any right of termination, modification, cancellation, prepayment or acceleration, under (i) any Law or License, License or (ii) any note, bond, mortgage, indenture, lease, agreement or other instrument, in each case which is applicable to or binding upon the Company it or any of its assets; or (c) require any Consent on the part of the Company (other than those set forth on Schedule 5.24.6 or the approval of its board of directors, general partner, stockholders or similar constituent bodies, as the case may be (which approvals have been obtained)), except in each case case, where such breach, violation, ------------ default, Lien, right, or the failure to obtain or give such Consent would not have a Material Adverse Effect on it or materially adversely affect the Transactions, its ability to perform its obligations under the Related Agreements and Related Agreement Amendments or the operation of the Company's business after the Closing Datetransactions contemplated hereby. To its knowledge, except as set forth on Schedule 4.6, there is no fact relating to it or its Affiliates that would be reasonably expected to prevent it from consummating the Transactions or performing any of its obligations under the Related Agreements and Related Agreement Amendments transactions contemplated hereby or disqualify the Company from obtaining the Consents (including without limitation, FCC Consent) required in order to consummate the Tritel License Transfers as provided for in this AgreementTransfer.

Consents; No Conflicts. Neither the execution, delivery and ---------------------- performance by the Company ---------------------- it of this Agreement and each of the TeleCorp Related Agreement Amendments to which it is a party Documents nor the consummation of the Transactions will (a) violate conflict with, or result in a breach or violation of, any provision of the Company's its organizational documents; (b) constitute, with or without the giving of notice or passage of time or both, a breach, violation or default, create a Lien (other than Liens under Permitted Liens) on its assets, including the Credit Documents)TeleCorp Assets, or give rise to any right of termination, modification, cancellation, prepayment or acceleration, under (i) any Law or Licensethe TeleCorp Assets, or (ii) any note, bond, mortgage, indenture, lease, agreement or other instrument, in each case which is applicable to or binding upon the Company it or any of its assets; or (c) (other than under the HSR Act and the Consent of the FCC) require any Consent on the part of the Company other than those set forth on Schedule 5.2, except in each the case of clauses (a) and (b) where such breach, violation, ------------ default, Lien, right, Lien or the failure to obtain or give such Consent right would not have a TeleCorp Material Adverse Effect or a material adverse effect on it or materially adversely affect the Transactions, its ability to perform its obligations under the Related Agreements and Related Agreement Amendments or the operation of the Company's business after the Closing Date. To its knowledge, there is no fact relating to it or its Affiliates that would be reasonably expected to prevent it from consummating the Transactions or performing any of its obligations under the Related Agreements and Related this Agreement Amendments or disqualify the Company it from obtaining the Consents (including without limitation, FCC Consentthe Consent of the FCC) required in order to consummate the License Transfers as provided for in this AgreementTransactions.

Consents; No Conflicts. Neither the execution, delivery and ---------------------- performance by the Company it of this Agreement and or the Related Stockholders Agreement Amendments to which it is a party nor the consummation of the Transactions will (a) violate conflict with, or result in a breach or violation of, any provision of the Company's its organizational documents; (b) constitute, with or without the giving of notice or passage of time or both, a breach, violation or default, create a Lien (other than Liens under the Credit Documents)Lien, or give rise to any right of termination, modification, cancellation, prepayment or acceleration, under (i) any Law or License, License or (ii) any note, bond, mortgage, indenture, lease, agreement or other instrument, in each case which is applicable to or binding upon the Company it or any of its assets; or (c) require any Consent on the part of the Company Consent, other than those set forth on Schedule 5.24.2 or the approval of its members, managers or similar constituent bodies, as the case may be (which approvals have been obtained), except in each case case, where such breach, violation, ------------ default, Lien, right, or the failure to obtain or give such Consent would not have a Material Adverse Effect on it or materially adversely affect the Transactions, Transactions or its ability to perform its obligations under the Related Agreements and Related Agreement Amendments or the operation of the Company's business after the Closing Datethis Agreement. To its knowledge, except as set forth on Schedule 4.2, there is no fact relating to it or its Affiliates that would be reasonably expected to prevent it from consummating the Transactions or performing any of its obligations under the Related Agreements and Related Stockholders Agreement Amendments or disqualify the Company from obtaining the Consents (including without limitation, FCC Consent) required in order to consummate the Mercury License Transfers Transfer as provided for in this Agreement.

Consents; No Conflicts. Neither the execution, delivery and ---------------------- performance by the Company it of this Agreement and the Related Agreement Amendments to which it is a party nor the consummation of the Transactions transactions contemplated hereby will (a) violate conflict with, or result in a breach or violation of, any provision of the Company's its organizational documents; (b) subject to obtaining the Consents set forth on Schedule 4.6, constitute, with or without the giving of notice or passage of time or both, a breach, violation or default, create a Lien (other than Liens under the Credit Documents)Lien, or give rise to any right of termination, modification, cancellation, prepayment or acceleration, under (i) any Law or License, License or (ii) any note, bond, mortgage, indenture, lease, agreement or other instrument, in each case which is applicable to or binding upon the Company it or any of its assets; or (cC) require any Consent on the part of the Company (other than those set forth on Schedule 5.24.6) or the approval of its board of directors, general partner, stockholders or similar constituent bodies, as the case may be (which approvals have been obtained), except in each case case, where such breach, violation, ------------ default, Lien, right, or the failure to obtain or give such Consent would not have a Material Adverse Effect on it or materially adversely affect the Transactions, its ability to perform its obligations under the Related Agreements and Related Agreement Amendments or the operation of the Company's business after the Closing Datetransactions contemplated hereby. To its knowledge, except as set forth on Schedule 4.6, there is no fact relating to it or its Affiliates that would be reasonably expected to prevent it from consummating the Transactions or performing any of its obligations under the Related Agreements and Related Agreement Amendments transactions contemplated hereby or disqualify the Company from obtaining the Consents (including without limitation, FCC Consent) required in order to consummate the Purchased License Transfers as provided for in this AgreementTransfer.

Consents; No Conflicts. Neither the execution, delivery and ---------------------- performance by the Company it of this Agreement and or the Related Agreement Amendments Agreements to which it is a party nor the consummation of the Transactions will (a) violate conflict with, or result in a breach or violation of, any provision of the Company's its organizational documents; (b) subject to obtaining the Consents set forth on Schedule 4.2, constitute, with or without the giving of notice or passage of time or both, a breach, violation or default, create a Lien (other than Liens under the Credit Documents)Lien, or give rise to any right of termination, modification, cancellation, prepayment or acceleration, under (i) any Law or License, License or (ii) any note, bond, mortgage, indenture, lease, agreement or other instrument, in each case which is applicable to or binding upon the Company it or any of its assets; or (c) require any Consent on the part of the Company Consent, other than those set forth on Schedule 5.24.2 or the approval of its board of directors, general partner, stockholders or similar constituent bodies, as the case may be (which approvals have been obtained), except in each case case, where such breach, violation, ------------ default, Lien, right, or the failure to obtain or give such Consent would not have a Material Adverse Effect on it or materially adversely affect the Transactions, Transactions or its ability to perform its obligations under the Related Agreements and Related Agreement Amendments or the operation of the Company's business after the Closing DateAgreements. To its knowledge, there is no fact relating to it or its Affiliates that would be reasonably expected to prevent it from consummating the Transactions or performing any of its obligations under the Related Agreements and Related Agreement Amendments or disqualify the Company from obtaining the Consents (including without limitation, FCC Consent) required in order to consummate the AT&T License Transfers Transfer and the contribution of the TeleCorp Equity Interests, as provided for in this Agreement.

Consents; No Conflicts. Neither the execution, delivery and ---------------------- performance by the Company it of this Agreement and the Related Agreement Amendments to which it is a party nor the consummation of the Transactions transactions contemplated hereby will (a) violate conflict with, or result in a breach or violation of, any provision of the Company's its organizational documents; (b) subject to obtaining the Consents set forth on Schedule 4.6, constitute, with or without the giving of notice or passage of time or both, a breach, violation or default, create a Lien (other than Liens under the Credit Documents)Lien, or give rise to any right of termination, modification, cancellation, prepayment or acceleration, under (i) any Law or License, License or (ii) any note, bond, mortgage, indenture, lease, agreement or other instrument, in each case which is applicable to or binding upon the Company it or any of its assets; or (c) require any Consent on the part of the Company (other than those set forth on Schedule 5.24.6) or the approval of its board of directors, members, general partner, stockholders or similar constituent bodies, as applicable (other than approvals that have been obtained), except in each case case, where such breach, violation, ------------ default, Lien, right, or the failure to obtain or give such Consent would not have a Material Adverse Effect on it or materially adversely affect the Transactions, its ability to perform its obligations under the Related Agreements and Related Agreement Amendments or the operation of the Company's business after the Closing Datetransactions contemplated hereby. To its knowledge, except as set forth on Schedule 4.6, there is no fact relating to it or its Affiliates that would be reasonably expected to prevent it from consummating the Transactions or performing any of its obligations under the Related Agreements and Related Agreement Amendments transactions contemplated hereby or disqualify the Company from obtaining the Consents (including without limitation, FCC Consent) required in order to consummate the Mercury License Transfers as provided for in this AgreementTransfer.

Consents; No Conflicts. Neither the execution, delivery and ---------------------- performance by the Company it of this Agreement and or the Related Agreement Amendments Agreements to which it is a party nor the consummation of the Transactions will (a) violate conflict with, or result in a breach or violation of, any provision of the Company's its organizational documents; (b) constitute, with or without the giving of notice or passage of time or both, a breach, violation or default, create a Lien (other than Liens under the Credit Documents)Lien, or give rise to any right of termination, modification, cancellation, prepayment or acceleration, under (i) any Law or License, License or (ii) any note, bond, mortgage, indenture, lease, agreement or other instrument, in each case which is applicable to or binding upon the Company it or any of its assets; or (c) require any Consent on the part of the Company Consent, other than those set forth on Schedule 5.24.2 or the approval of its board of directors, general partner, stockholders or similar constituent bodies, as the case may be (which approvals have been obtained), except in each case case, where such breach, violation, ------------ default, Lien, right, or the failure to obtain or give such Consent would not have a Material Adverse Effect on it or materially adversely affect the Transactions, Transactions or its ability to perform its obligations under the Related Agreements and Related Agreement Amendments or the operation of the Company's business after the Closing DateAgreements. To its knowledge, there is no fact relating to it or its Affiliates that would be reasonably expected to prevent it from consummating the Transactions or performing any of its obligations under the Related Agreements and Related Agreement Amendments or disqualify the Company from obtaining the Consents (including without limitation, FCC Consent) required in order to consummate the License Transfers Transfer as provided for in this Agreement.

Consents; No Conflicts. Neither the execution, delivery and ---------------------- performance by the Company of this Agreement and the Related Agreement Amendments to which it is a party nor the consummation of the Transactions will (a) violate conflict with, or result in a breach or violation of, any provision of the Company's its organizational documents; (b) subject to obtaining the Consents set forth on Schedule 6.2, constitute, with or without the giving of notice or passage of time or both, a breach, violation or default, create a Lien (other than Liens under the Credit Documents)on its assets, or give rise to any right of termination, modification, cancellation, prepayment or acceleration, under (i) any Law or License, or (ii) any note, bond, mortgage, indenture, lease, agreement or other instrument, in each case which is applicable to or binding upon the Company it or any of its assets; or (c) require any Consent on the part of the Company other than those set forth on Schedule 5.26.2, or the approval of the Company's Board of Directors or its stockholders (which approvals have been obtained), except in each case where such breach, violation, ------------ default, Lien, right, Lien or the failure to obtain or give such Consent right would not have a Company Material Adverse Effect or a material adverse effect on it or materially adversely affect the Transactions, its ability to perform its obligations under the Related Agreements and Related Agreement Amendments or the operation of the Company's business after the Closing Date. To its knowledge, there is no fact relating to it or its Affiliates that would be reasonably expected to prevent it from consummating the Transactions or performing any of its obligations under the Related Agreements and Related this Agreement Amendments or disqualify the Company from obtaining the Consents (including without limitation, FCC Consentthe Consent of the FCC) required in order to consummate the License Transfers Transfer as provided for in this Agreement.

Consents; No Conflicts. Neither the execution, delivery and ---------------------- performance by the Company it of this Agreement and the Related Agreement Amendments to which it is a party Agreement, nor the consummation of the Transactions Transaction will (a) violate conflict with, or result in a breach or violation of, any provision of the Company's its organizational documents; (b) constitute, with or without the giving of notice or passage of time or both, a breach, violation or default, create a Lien (other than Liens under the Credit Documents)Lien, or give rise to any right of termination, modification, cancellation, prepayment or acceleration, under (i) any Law or License, or (ii) any note, bond, mortgage, indenture, lease, agreement or other instrument, in each case which is applicable to or binding upon the Company it or any of its assets; or (c) other than the consent of the FCC, require any Consent on its part or the part approval of the Company other than those set forth on Schedule 5.2its Board of Directors or equivalent body (which approval has been obtained), except in each case where such breach, violation, ------------ default, Lien, right, or the failure to obtain or give such Consent would not have a Material Adverse Effect on it or materially adversely affect the Transactions, Transaction or its ability to perform its obligations under the Related Agreements and Related Agreement Amendments or the operation of the Company's business after the Closing Datethis Agreement. To its knowledge, there is no fact relating to it or its Affiliates that would be reasonably expected to prevent it from consummating the Transactions Transaction or performing any of its obligations under the Related Agreements and Related this Agreement Amendments or disqualify the Company it from obtaining the Consents (including without limitation, FCC Consent) required in order to consummate the License Transfers Transfer as provided for in this Agreement.

Consents; No Conflicts. Neither the execution, delivery and ---------------------- performance by the Company it of this Agreement and the Related Agreement Amendments to which it is a party party, nor the consummation of the Transactions will (a) violate conflict with, or result in a breach or violation of, any provision of the Company's its organizational documents; (b) constitute, with or without the giving of notice or passage of time or both, a breach, violation or default, create a Lien (other than Liens under on its assets, including the Credit Documents)Cumberland/Hagerstown Exchanged License, or give rise to any right of termination, modification, cancellation, prepayment or acceleration, under (i) any Law or the Cumberland/Hagerstown Exchanged License, or (ii) any note, bond, mortgage, indenture, lease, agreement or other instrument, in each case which is applicable to or binding upon the Company it or any of its assets; or (c) require any Consent on the part of the Company Consent, other than those set forth on Schedule 5.26.2 or the approval of its Board of Directors, except in each the case of clauses (a) and (b) where such breach, violation, ------------ default, Lien, right, Lien or the failure to obtain or give such Consent right would not have a Company Material Adverse Effect or a material adverse effect on it or materially adversely affect the Transactions, its ability to perform its obligations under the Related Agreements and Related Agreement Amendments or the operation of the Company's business after the Closing Date. To its knowledge, there is no fact relating to it or its Affiliates that would be reasonably expected to prevent it from consummating the Transactions or performing any of its obligations under this Agreement or the Related Agreements and Related Agreement Amendments or disqualify the Company it from obtaining the Consents (including without limitation, FCC Consentthe Consent of the FCC) required in order to consummate the License Transfers as provided for in this AgreementTransactions.

Consents; No Conflicts. Neither the execution, delivery and ---------------------- performance by the Company and the Management Stockholders of this Agreement and the Related Agreement Amendments Agreements to which it is a party nor the consummation of the Transactions will (a) violate conflict with, or result in a breach or violation of, any provision of the Company's organizational documents; (b) constitute, with or without the giving of notice or passage of time or both, a breach, violation or default, create a Lien (other than Liens under the Credit Documents)Lien, or give rise to any right of termination, modification, cancellation, prepayment or acceleration, under (i) any Law or License, or (ii) any note, bond, mortgage, indenture, lease, agreement or other instrument, in each case which is applicable to or binding upon the Company or any of its assets; or (c) require any Consent on the part of the Company or any Management Stockholder, other than those set forth on Schedule 5.25.2 or the approval of the Company's Board of Directors (which approval has been obtained), except in each case where such breach, violation, ------------ default, Lien, right, or the failure to obtain or give such Consent would not have a Material Adverse Effect on it or materially adversely affect the Transactions, its ability to perform its obligations under the Related Agreements and Related Agreement Amendments or the operation of the Company's business after the Closing Date. To its knowledge, there is no fact relating to it or its Affiliates that would be reasonably expected to prevent it from consummating the Transactions or performing any of its obligations under the Related Agreements and Related Agreement Amendments or disqualify the Company from obtaining the Consents (including without limitation, FCC Consent) required in order to consummate the License Transfers Transfer as provided for in this Agreement.