There is no suit, action or proceeding or investigation pending or, to the Knowledge of YourSpace, threatened against or affecting YourSpace or any basis for any such suit, action, proceeding or investigation that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect with respect to YourSpace or prevent, hinder or materially delay the ability of YourSpace to consummate the transactions contemplated by this Agreement, nor is there any judgment, decree, injunction, rule or Order of any Governmental Entity or arbitrator outstanding against YourSpace having, or which, insofar as reasonably could be foreseen by YourSpace, in the future could have, any such Material Adverse Effect. Except as set forth herein, neither YourSpace, nor to YourSpace’s Knowledge, any director or officer of YourSpace, is or has been the subject of any Order involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of YourSpace there is not pending or contemplated, any investigation by the SEC involving YourSpace.

There is no action, suit, or proceeding, or any governmental investigation or any arbitration, in each case pending or, to the knowledge of the Borrower, threatened against the Borrower or any of the Subsidiaries or any material property of any thereof before any court or arbitrator or any governmental or administrative body, agency, or official which # challenges the validity of this Agreement or any other Loan Document, # may reasonably be expected to have a material adverse effect on the ability of the Borrower to perform any of its obligations under this Agreement or any other Loan Document or on the rights of or benefits available to the ​ under this Agreement or any other Loan Document or # except as disclosed in the Borrower’s Annual Report on Form 10-K for the fiscal year ended ​, may reasonably be expected to have a Material Adverse Effect.

Except as set forth herein, there is no suit, action or proceeding or investigation pending or, to the Knowledge of Company, threatened against or affecting Company or any basis for any such suit, action, proceeding or investigation that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect with respect to Company or prevent, hinder or materially delay the ability of the Company to consummate the Share Exchange, nor is there any judgment, decree, injunction, rule or Order of any Governmental Entity or arbitrator outstanding against the Company having, or which, insofar as reasonably could be foreseen by the Company, in the future could have, any such effect.

There is no suit, action or proceeding or investigation pending or, to the knowledge of NOVA, threatened against or affecting NOVA or any basis for any such suit, action, proceeding or investigation that, individually or in the aggregate, could reasonably be expected to have a material adverse effect with respect to NOVA or prevent, hinder or materially delay the ability of NOVA to consummate the transactions contemplated by this Agreement, nor is there any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against NOVA having, or which, insofar as reasonably could be foreseen by NOVA, in the future could have, any such effect.

There is no suit, action or proceeding or investigation pending or, to the knowledge of UBI, threatened against or affecting UBI or any basis for any such suit, action, proceeding or investigation that, individually or in the aggregate, could reasonably be expected to have a material adverse effect with respect to UBI or prevent, hinder or materially delay the ability of UBI to consummate the transactions contemplated by this Agreement, nor is there any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against UBI having, or which, insofar as reasonably could be foreseen by UBI, in the future could have, any such effect.

Litigation and Compliance. There is no action, suit or proceeding by any Person pending or threatened, against ​ or, to the best knowledge of ​, against any of its directors or officers, except those, if determined adversely to ​ or any of its directors and executive officers, would not result in, individually or in the aggregate, a Material Adverse Effect (defined below).

SECTION # Litigation; Compliance with Laws.

Compliance with Laws. Comply in all material respects with the requirements of all applicable laws, rules, regulations (including Regulations T, U and X of the Federal Reserve Board), and orders of any Governmental Authority, noncompliance with which could reasonably be expected to have a Material Adverse Effect on the Loan Parties taken as a whole.

Compliance with Laws. The Parties desire and intend that this Management Agreement and the performance of the Services hereunder comply fully with all applicable laws, including without limitation, the Applicable Telecommunications Laws and Regulations, and this Management Agreement shall be interpreted and applied in such manner as is consistent with all such laws. If the FCC or any state body of competent jurisdiction determines that any provision of this Management Agreement violates any communications licenses or the Applicable Telecommunications Laws and Regulations, the Parties shall use their reasonable best efforts to immediately bring this Management Agreement into compliance therewith, consistent with the non-violative terms and provisions of this Management Agreement. It is expressly understood and agreed by the Parties that nothing in this Management Agreement is intended to give the Manager any right which would be deemed to constitute a transfer by the Company of “control” (as defined in the Applicable Telecommunications Laws and Regulations) of its Business, any or all of its Regulated Assets, or of one or more of its communications licenses to the Manager.

Compliance with Laws. Except as otherwise provided in the representations above, each Borrower and each Restricted Subsidiary is in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which # such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or # the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.