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case may be, on the part of each of Seller and Company are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by each of Seller and Company and, assuming the due authorization, execution and delivery by Buyer and Parent, constitutes a legal, valid and binding obligation of each of Seller and Company enforceable against each of Seller and Company in accordance with its terms subject, as to enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally and to the effect of general principles of equity.

Section 3.4 No Conflict . The execution and delivery of this Agreement by Seller and Company do not, and the performance of this Agreement by each of Seller and Company and the consummation of the transactions contemplated by this Agreement will not, (a) conflict with or violate (i) the Certificate of Incorporation or Bylaws, or the certificate of formation or the limited liability company agreement of Seller or (ii) the equivalent organizational documents of any Company Subsidiary, (b) subject to Section 3.5, conflict with or violate any Law or Order, in each case, applicable to Seller, Company or any Company Subsidiary or by which any property or asset of Seller, Company or any Company Subsidiary is bound or affected, or (c) except as set forth on Schedule 3.4 of the Disclosure Schedules, result in a breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, give to others any right of termination, amendment, acceleration or cancellation of, result in the triggering of any payment or other obligation or any right of consent, or result in the creation of a Lien, other than Permitted Encumbrances, on any property or asset of Seller, Company or any of Company Subsidiaries pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Seller, Company or any Company Subsidiary is a party or by which Seller, Company or any Company Subsidiary or any property or asset of any of them is bound (including any Company Material Contract), except, in the case of clauses (b) and (c) above, for any such conflicts, violations, breaches, defaults or other occurrences which could not reasonably be expected to have a Material Adverse Effect on Company.

Section 3.5 Required Filings and Consents . Except as set forth in Section 3.5 of the Disclosure Schedules, the execution and delivery of this Agreement by Seller and Company do not, and the performance of this Agreement by each of Seller and Company will not, require any consent, approval, order, authorization or permit of, or declaration, registration, filing with, or notification to, any Governmental Entity except for (i) applicable requirements, if any, of the Securities Act, (ii) those that may be required by the HSR Act, (iii) the filing of customary applications and notices, as applicable, (A) with the FAA, and any approvals of such applications and notices, or (B) with the FCC under the Communications Act, and any approvals of such applications and notices, which, in the case of this clause (iii), are required or appropriate with respect to the transactions contemplated by this Agreement and related to Company’s ownership or operation of communications or broadcast towers and the assets and properties relating thereto, and (iv) customary filings, notices and approvals with any state public service, public utility commissions, state environmental agencies or similar state regulatory bodies with respect to the transactions contemplated by this Agreement and related to Company’s ownership or operation of communications or broadcast towers and the assets and properties relating thereto, the failure of which to make or obtain could not reasonably be expected to cause a Material Adverse Effect on Company.

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