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such failure has not had, or could not reasonably be expected to have, a Buyer Material Adverse Effect or Parent Material Adverse Effect.

Section 4.2 Authority for Agreement . Each of Buyer and Parent has all necessary limited liability company or corporate power and authority, as the case may be, to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. The execution, delivery and performance by each of Buyer and Parent of this Agreement, and the consummation by each of Buyer and Parent of the transactions contemplated by this Agreement, have been duly authorized by all necessary limited liability company or corporate action, as the case may be, on the part of each of Buyer and Parent and no other limited liability company or corporate proceedings, as the case may be, on the part of each of Buyer and Parent 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 Buyer and Parent, and assuming the due authorization, execution and delivery by Seller, constitutes a legal, valid and binding obligation of each of Buyer and Parent, enforceable against each of Buyer and Parent 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 4.3 No Conflict . The execution and delivery of this Agreement by each of Buyer and Parent does not, and the performance of this Agreement by each of Buyer and Parent and the consummation of the transactions contemplated by this Agreement will not, (a) conflict with or violate the organizational documents of Buyer or Parent (b) subject to Section 4.4, conflict with or violate any Law or any Order, in each case applicable to Buyer, Parent or any of their respective Subsidiaries, or by which any property or asset of Buyer or Parent is bound, or (c) 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 on any property or asset of Buyer, Parent or any of their respective Subsidiaries, pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Buyer, Parent or any of their respective Subsidiaries is a party or by which Buyer, Parent or any of their respective Subsidiaries, or any property or asset of any of them is bound, except, in the case of clauses (b) and (c) above, for any such conflicts, violations, breaches, defaults or other occurrences which have not had and could not reasonably be expected to have a Buyer Material Adverse Effect or a Parent Material Adverse Effect.

Section 4.4 Required Filings and Consents . The execution and delivery of this Agreement by Buyer and Parent does not, and the performance of this Agreement by Buyer and Parent 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) listing of the Stock Consideration on the Nasdaq National Market, (iii) those that may be required by the HSR Act, (iv) 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 (iv), are required or appropriate with

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