Common use of No Approvals or Notices Required Clause in Contracts

No Approvals or Notices Required. NO CONFLICTS WITH INSTRUMENTS Except as listed on Schedule 3.3 and except where a violation would not have a material adverse effect on WVB and the WVB Affiliates, taken as a whole, the execution, delivery and performance of this Agreement by WVB and the consummation of the transactions contemplated hereby, including, but not limited to, the transfer of control of the Persons holding all SMR rights (which include but are not limited to telephony and interconnect rights as of the date hereof and as of the Closing Date) in Brazil of WVB and the WVB Affiliates, do not and will not (a) violate the corporate charter or other organizational documents of the Founders, WVB or the WVB Affiliates, (b) constitute a violation (with or without the giving of notice or lapse of time, or both) of any law, rule, regulation, judgment, injunction, order or decree applicable to the Founders, WVB or the WVB Affiliates, (c) require any consent, approval or authorization of any Person, governmental authority or other organization or entity, (d) result in a default under, an acceleration or termination of, or the creation in any party of the right to accelerate, terminate, modify or cancel, or in any other way materially affect the rights of WVB under, any material agreement, lease, note or other restriction, encumbrance, obligation or liability to which any of the Founders, WVB or the WVB Affiliates are a party or by which the Founders, WVB or the WVB Affiliates are bound or to which the assets (whether real or personal, tangible or intangible) of WVB and the WVB Affiliates (the "Assets") are subject, or (e) result in the creation or imposition of any Lien on any of the Assets. WVB has provided to Nextel true and complete copies of all corporate and organizational documents of WVB and the WVB Affiliates, and there has been no change to any such documents since the date of such certification except as described on Schedule 3.

No Approvals or Notices Required. NO CONFLICTS CONFLICT WITH INSTRUMENTS Except as listed on Schedule 3.3 INSTRUMENTS. The execution and except where a violation would not have a material adverse effect on WVB and the WVB Affiliates, taken as a wholedelivery by Liberty, the execution, delivery Parent Parties and performance Merger Sub of this Agreement do not, and the performance by WVB Liberty, the Parent Parties and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated hereby will not: (a) conflict with or violate the certificate of incorporation or bylaws of Liberty, Parent, WII or Merger Sub; (b) except as described on Schedule 5.3, require any Governmental Consent or Governmental Filing, in each case on the part of Liberty or any Subsidiary of Liberty (including the Parent Parties), except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (ii) the Governmental Filings required to be made pursuant to the pre-merger notification requirements of the Hart-Scott Act, (iii) the filing with the Commission of such reports und▇▇ ▇▇▇▇▇▇▇s 13(a), 13(d) or 15(d) of the Exchange Act as may be required in connection with this Agreement or the transactions contemplated herebyhereby and (iv) such other Governmental Consents and Governmental Filings the absence or omission of which will not, includingeither individually or in the aggregate, but not limited have a Parent Material Adverse Effect; (c) require, on the part of Liberty or any Subsidiary of Liberty (including the Parent Parties), any Contract Consent by, or Contract Notice to, the transfer of control of the Persons holding all SMR rights any other Person (which include but are not limited to telephony and interconnect rights as of the date hereof and as of the Closing Date) in Brazil of WVB and the WVB Affiliatesother than a Governmental Entity), do not and will not (a) violate the corporate charter under any License or other organizational documents Contract, except for such Contract Consents and Contract Notices the absence or omission of which will not, either individually or in the Foundersaggregate, WVB have a Parent Material Adverse Effect; (d) give rise to any Violation of any Contract to which Liberty or any Subsidiary of Liberty (including the WVB AffiliatesParent Parties) is a party, by which Liberty, any Subsidiary of Liberty (including the Parent Parties) or any of their respective assets or properties is bound or affected or pursuant to which Liberty or any Subsidiary of Liberty (including the Parent Parties) is entitled to any rights or benefits, except for such Violations that will not, individually or in the aggregate, have a Parent Material Adverse Effect; or (e) assuming that the Governmental Consents and Governmental Filings specified in clause (b) constitute of this Section 5.3 are obtained, made and given, result in a violation (with Violation of, under or without the giving of notice or lapse of time, or both) of pursuant to any law, rule, regulation, judgmentorder, injunction, order judgment or decree applicable to Parent or any Subsidiary of Liberty (including the Founders, WVB Parent Parties) or the WVB Affiliates, (c) require any consent, approval or authorization of any Person, governmental authority or other organization or entity, (d) result in a default under, an acceleration or termination of, or the creation in any party of the right to accelerate, terminate, modify or cancel, or in any other way materially affect the rights of WVB under, any material agreement, lease, note or other restriction, encumbrance, obligation or liability to by which any of the Founderstheir respective properties or assets are bound, WVB except for such Violations that will not, individually or the WVB Affiliates are a party or by which the Founders, WVB or the WVB Affiliates are bound or to which the assets (whether real or personal, tangible or intangible) of WVB and the WVB Affiliates (the "Assets") are subject, or (e) result in the creation or imposition of any Lien on any of the Assets. WVB has provided to Nextel true and complete copies of all corporate and organizational documents of WVB and the WVB Affiliatesaggregate, and there has been no change to any such documents since the date of such certification except as described on Schedule 3have a Parent Material Adverse Effect.

No Approvals or Notices Required. NO CONFLICTS CONFLICT WITH INSTRUMENTS Except as listed on Schedule 3.3 The execution and except where a violation would not have a material adverse effect on WVB and delivery by the WVB Affiliates, taken as a whole, the execution, delivery and performance Company of this Agreement do not, and the performance by WVB the Company of its obligations hereunder and the consummation by the Company of the Merger and the other transactions contemplated hereby will not: (a) assuming approval and adoption of the Merger Proposal and Recapitalization Proposal by the Company's stockholders as contemplated by Section 4.16, conflict with or violate the Company Charter or Company Bylaws; (b) require any consent, approval, order or authorization of or other action by any Governmental Entity (a "Governmental Consent") or any registration, qualification, declaration or filing with or notice to any Governmental Entity (a "Governmental Filing") on the part of the Company, except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (ii) the filing of a Certificate of Amendment to the Company Charter with the Secretary of State of the State of Delaware to effect the Recapitalization, (iii) the Governmental Consents and Governmental Filings with foreign, state and local Governmental Entities described on Section 4.5(b) of the Company Disclosure Letter (the "Local Approvals"), (iv) the Governmental Filings required to be made pursuant to the pre-merger notification requirements of the Hart-Scott Act, (v) the filing with the Commission of (A) the Joint Pr▇▇▇ ▇▇▇▇▇▇ent/Prospectus and the S-4 as contemplated by Section 3.2 and (B) such reports under Sections 13(a), 13(d), 15(d) or 16 of the Exchange Act as may be required in connection with this Agreement or the transactions contemplated herebyhereby and (vi) such other Governmental Consents and Governmental Filings the absence or omission of which will not, includingeither individually or in the aggregate, but not limited to, the transfer of control have a Company Material Adverse Effect; (c) except as described on Section 4.5(c) of the Persons holding all SMR rights (which include but are not limited to telephony Company Disclosure Letter and interconnect rights as except for the approval of the date hereof Note Cancellation by the holders of Company Notes, require any consent by or approval or authorization of (a "Contract Consent") or notice to (a "Contract Notice") any other Person (other than a Governmental Entity), whether under any License or other Contract or otherwise, except for such Contract Consents and as Contract Notices the absence or omission of which will not, either individually or in the aggregate, have a Company Material Adverse Effect; (d) assuming that the (i) holders of Company Notes approve the Note Cancellation and (ii) Contract Consents and Contract Notices described in Section 4.5(c) of the Closing Date) Company Disclosure Letter are obtained and given, conflict with or result in Brazil any violation or breach of WVB and the WVB Affiliates, do not and will not (a) violate the corporate charter or other organizational documents of the Founders, WVB or the WVB Affiliates, (b) constitute a violation default (with or without the giving of notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, suspension, modification or acceleration of any obligation or any increase in any payment required by, or the impairment, loss or forfeiture of any material benefit, rights or privileges under, or the creation of a Lien or Restriction on any properties or assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or creation, a "Violation"), any Contract to which the Company is a party by which the Company or any of its assets or properties is bound or affected or pursuant to which the Company is entitled to any rights or benefits (including Licenses)), except for such Violations that will not, individually or in the aggregate, have a Company Material Adverse Effect; or (e) assuming approval and adoption of the Merger Proposal and the Recapitalization Proposal by the Company's stockholders as described in Section 4.16 and assuming that the Governmental Consents and Governmental Filings specified in clause (b) of this Section 4.5 are obtained, made and given, result in a Violation of, under or pursuant to any law, rule, regulation, judgmentorder, injunction, order judgment or decree applicable to the Founders, WVB or the WVB Affiliates, (c) require any consent, approval or authorization of any Person, governmental authority or other organization or entity, (d) result in a default under, an acceleration or termination of, or the creation in any party of the right to accelerate, terminate, modify or cancel, or in any other way materially affect the rights of WVB under, any material agreement, lease, note or other restriction, encumbrance, obligation or liability to Company by which any of the Foundersits properties or assets are bound, WVB except for such Violations that will not, individually or the WVB Affiliates are a party or by which the Founders, WVB or the WVB Affiliates are bound or to which the assets (whether real or personal, tangible or intangible) of WVB and the WVB Affiliates (the "Assets") are subject, or (e) result in the creation or imposition of any Lien on any of the Assets. WVB has provided to Nextel true and complete copies of all corporate and organizational documents of WVB and the WVB Affiliatesaggregate, and there has been no change to any such documents since the date of such certification except as described on Schedule 3have a Company Material Adverse Effect.

No Approvals or Notices Required. NO CONFLICTS CONFLICT WITH INSTRUMENTS Except as listed on Schedule 3.3 The execution and except where a violation would not have a material adverse effect on WVB and delivery by the WVB Affiliates, taken as a whole, the execution, delivery and performance Company of this Agreement do not, and the performance by WVB the Company of its obligations hereunder and the consummation by the Company of the Merger and the other transactions contemplated hereby will not: (a) assuming approval and adoption of the Merger Proposal and Recapitalization Proposal by the Company's stockholders as contemplated by Section 4.16, conflict with or violate the Company Charter or Company Bylaws; (b) require any consent, approval, order or authorization of or other action by any Governmental Entity (a "GOVERNMENTAL CONSENT") or any registration, qualification, declaration or filing with or notice to any Governmental Entity (a "GOVERNMENTAL FILING") on the part of the Company, except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (ii) the filing of a Certificate of Amendment to the Company Charter with the Secretary of State of the State of Delaware to effect the Recapitalization, (iii) the Governmental Consents and Governmental Filings with foreign, state and local Governmental Entities described on Section 4.5(b) of the Company Disclosure Letter (the "LOCAL APPROVALS"), (iv) the Governmental Filings required to be made pursuant to the pre-merger notification requirements of the Hart-Scott Act, (v) the filing with the Commission of (A) the Joi▇▇ ▇▇▇▇▇ Statement/Prospectus and the S-4 as contemplated by Section 3.2 and (B) such reports under Sections 13(a), 13(d), 15(d) or 16 of the Exchange Act as may be required in connection with this Agreement or the transactions contemplated herebyhereby and (vi) such other Governmental Consents and Governmental Filings the absence or omission of which will not, includingeither individually or in the aggregate, but not limited to, the transfer of control have a Company Material Adverse Effect; (c) except as described on Section 4.5(c) of the Persons holding all SMR rights (which include but are not limited to telephony Company Disclosure Letter and interconnect rights as except for the approval of the date hereof Note Cancellation by the holders of Company Notes, require any consent by or approval or authorization of (a "CONTRACT CONSENT") or notice to (a "CONTRACT NOTICE") any other Person (other than a Governmental Entity), whether under any License or other Contract or otherwise, except for such Contract Consents and as Contract Notices the absence or omission of which will not, either individually or in the aggregate, have a Company Material Adverse Effect; (d) assuming that the (i) holders of Company Notes approve the Note Cancellation and (ii) Contract Consents and Contract Notices described in Section 4.5(c) of the Closing Date) Company Disclosure Letter are obtained and given, conflict with or result in Brazil any violation or breach of WVB and the WVB Affiliates, do not and will not (a) violate the corporate charter or other organizational documents of the Founders, WVB or the WVB Affiliates, (b) constitute a violation default (with or without the giving of notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, suspension, modification or acceleration of any obligation or any increase in any payment required by, or the impairment, loss or forfeiture of any material benefit, rights or privileges under, or the creation of a Lien or Restriction on any properties or assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or creation, a "VIOLATION"), any Contract to which the Company is a party by which the Company or any of its assets or properties is bound or affected or pursuant to which the Company is entitled to any rights or benefits (including Licenses)), except for such Violations that will not, individually or in the aggregate, have a Company Material Adverse Effect; or (e) assuming approval and adoption of the Merger Proposal and the Recapitalization Proposal by the Company's stockholders as described in Section 4.16 and assuming that the Governmental Consents and Governmental Filings specified in clause (b) of this Section 4.5 are obtained, made and given, result in a Violation of, under or pursuant to any law, rule, regulation, judgmentorder, injunction, order judgment or decree applicable to the Founders, WVB or the WVB Affiliates, (c) require any consent, approval or authorization of any Person, governmental authority or other organization or entity, (d) result in a default under, an acceleration or termination of, or the creation in any party of the right to accelerate, terminate, modify or cancel, or in any other way materially affect the rights of WVB under, any material agreement, lease, note or other restriction, encumbrance, obligation or liability to Company by which any of the Foundersits properties or assets are bound, WVB except for such Violations that will not, individually or the WVB Affiliates are a party or by which the Founders, WVB or the WVB Affiliates are bound or to which the assets (whether real or personal, tangible or intangible) of WVB and the WVB Affiliates (the "Assets") are subject, or (e) result in the creation or imposition of any Lien on any of the Assets. WVB has provided to Nextel true and complete copies of all corporate and organizational documents of WVB and the WVB Affiliatesaggregate, and there has been no change to any such documents since the date of such certification except as described on Schedule 3have a Company Material Adverse Effect.