Common use of Corporate Authority Relative to this Agreement; No Violation Clause in Contracts

Corporate Authority Relative to this Agreement; No Violation. Assuming (a) the filings required under the HSR Act and any other applicable Competition Laws are made and the waiting periods thereunder (if applicable) have been terminated or expired, (b) the approvals set forth in Section 4.3 of the Parent Disclosure Schedules have been obtained, (c) the applicable requirements of the Securities Act and the Exchange Act are met and (d) the requirements under any applicable state securities or blue sky Laws are met, the execution and delivery of this Agreement and the Transaction Agreements by Parent, Issuer and GPI, the performance of Parent’s and Issuer’s obligations hereunder and thereunder, and the consummation by Parent, Issuer and GPI of the Transactions, do not and will not: (i) conflict with or result in a breach of any provision of their respective certificates of incorporation or bylaws; (ii) violate or conflict in any material respect with any Law or Order of any Governmental Authority applicable to Parent, Issuer or GPI; (iii) require any filing with, or License, consent or approval of, or the giving of any notice to, any Governmental Authority; or (iv) result in a violation or breach of, constitute (with or without due notice or lapse of time or both) a default under, or give rise to any right of termination, cancellation, revocation, withdrawal, suspension or acceleration of any of the terms, conditions or provisions of any material Contract to which Parent, Issuer or GPI is a party or by which the Assets of Parent, Issuer or any of their Subsidiaries may be bound, or result in the creation of any Encumbrance upon any of the Assets of Parent, Issuer or any of their Subsidiaries, excluding in the case of clause (iv) above, conflicts, violations, breaches, defaults, rights of payment and reimbursement, terminations, modifications, accelerations and creations and impositions of Encumbrances which would not reasonably be expected to prevent, materially delay or materially impair the consummation of the Transactions

Corporate Authority Relative to this Agreement; No Violation. Assuming (a) the filings required under the HSR Act and any other applicable Competition Laws are made and the waiting periods thereunder (if applicable) have been terminated or expired, (b) the approvals set forth in Section 4.3 3.3 of the Parent Transferor Disclosure Schedules have been obtained, (c) the applicable requirements of the Securities Act and the Exchange Act are met and (d) the requirements under any applicable state securities or blue sky Laws are met, the execution and delivery of this Agreement and the Transaction Agreements by Parent, Issuer and GPITransferor, the performance of Parent’s and Issuerthe Transferor’s obligations hereunder and or thereunder, and the consummation by Parent, Issuer and GPI Transferor of the Transactions, do not and will not: (iw) conflict with or result in a breach of any provision of their respective certificates its certificate of incorporation or bylawsbylaws or the governing documents of Transferor or the Purchased Entity; (iix) violate or conflict in any material respect with any Law or Order of any Governmental Authority applicable to Parent, Issuer Transferor or GPIthe Purchased Entity or by which any of the Assets of the Transferred Business may be bound; (iiiy) require any filing with, or License, consent or approval of, or the giving of any notice to, any Governmental AuthorityAuthority (including any consent or approval with respect to a License), the failure of which to file or receive would be material; or (ivz) require any notice or consent to be given under, result in a violation or breach of, constitute (with or without due notice or lapse of time or both) a default under, or give rise to any right of termination, cancellation, revocation, withdrawal, suspension cancellation or acceleration of any of the terms, conditions or provisions of any material Contract to which Parent, Issuer or GPI is a party or by which the Assets of Parent, Issuer or any of their Subsidiaries may be boundacceleration, or result in the creation of any Encumbrance upon any of the Assets properties or assets of Parentthe Transferred Business or give rise to any obligation, Issuer right of termination, cancellation, revocation, withdrawal, suspension, acceleration or increase of any obligation or a loss of a material benefit under, any of their Subsidiariesthe terms, conditions or provisions of any Material Contract to which Transferor or the Purchased Entity is a party, excluding in the case of clause (ivz) above, conflicts, violations, breaches, defaults, rights of payment and reimbursement, terminations, modifications, accelerations and creations and impositions of Encumbrances which have not had or would not reasonably be expected to preventhave, materially delay individually or materially impair in the consummation of the Transactionsaggregate, a Material Adverse Effect

Corporate Authority Relative to this Agreement; No Violation. Assuming (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject (in the filings required under the HSR Act and any other applicable Competition Laws are made and the waiting periods thereunder (if applicable) have been terminated or expired, (b) the approvals set forth in Section 4.3 case of the Parent Disclosure Schedules have been obtained, (cMerger) the applicable requirements to receipt of the Securities Act Company Shareholder Approval, to perform its obligations hereunder and to consummate the Exchange Act are met Transactions. The execution, delivery and (d) performance by the requirements under any applicable state securities or blue sky Laws are met, the execution and delivery Company of this Agreement and the Transaction Agreements by Parent, Issuer and GPI, the performance of Parent’s and Issuer’s obligations hereunder and thereunder, and the consummation by Parent, Issuer and GPI of the Transactions, do not Transactions have been duly and will not: validly authorized by the Company Board of Directors and (i) conflict with or result in a breach of any provision of their respective certificates of incorporation or bylaws; (ii) violate or conflict in any material respect with any Law or Order of any Governmental Authority applicable to Parent, Issuer or GPI; (iii) require any filing with, or License, consent or approval of, or the giving of any notice to, any Governmental Authority; or (iv) result in a violation or breach of, constitute (with or without due notice or lapse of time or both) a default under, or give rise to any right of termination, cancellation, revocation, withdrawal, suspension or acceleration of any of the terms, conditions or provisions of any material Contract to which Parent, Issuer or GPI is a party or by which the Assets of Parent, Issuer or any of their Subsidiaries may be bound, or result in the creation of any Encumbrance upon any of the Assets of Parent, Issuer or any of their Subsidiaries, excluding in the case of clause the Merger, except for (ivi) above, conflicts, violations, breaches, defaults, rights receipt of payment the Company Shareholder Approval and reimbursement, terminations, modifications, accelerations and creations and impositions (ii) the filing of Encumbrances which would not reasonably be expected the Articles of Merger with the WDFI) no other corporate proceedings on the part of the Company are necessary to prevent, materially delay or materially impair authorize the consummation of the Transactions. On or prior to the date hereof, the Company Board of Directors has (A) resolved that this Agreement and the Transactions, including the Merger, are advisable and fair to, and in the best interests of, the Company and the Company shareholders, (B) adopted resolutions adopting and approving this Agreement and the consummation of the Transactions, including the Merger, on the terms and subject to the conditions set forth herein, in accordance with the requirements of the WBCL and (C) adopted a resolution to make, subject to Section 5.3, the Company Board Recommendation. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except that (1) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (2) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (clauses (1) and (2), collectively, the “Enforceability Exceptions”).

Corporate Authority Relative to this Agreement; No Violation. Assuming (a) the filings required under the HSR Act and any other applicable Competition Laws are made and the waiting periods thereunder (if applicable) have been terminated or expired, (b) the approvals filings (if any) required under the Communications Act are made, the FCC Consent is granted and has not been vacated, reversed, stayed, enjoined, set forth in Section 4.3 aside, annulled or suspended and any applicable requirements of the Parent Disclosure Schedules have been obtainedFCC pursuant to the Communications Act are met, (c) the applicable requirements of the Securities Act and the Exchange Act are met and met, (d) the requirements under any applicable state securities or blue sky Laws are met, (e) the requirements of the NYSE in respect of the listing of the shares of Spinco Common Stock to be issued pursuant hereto are met and (f) the filing of the Certificate of Merger and other appropriate Merger documents, if any, as required by the DGCL, is made, the execution and delivery of this Agreement and the Transaction Ancillary Agreements by ParentTWDC and Spinco, Issuer and GPI, the performance of Parent’s and Issuer’s obligations hereunder and thereunderas applicable, and the consummation by Parent, Issuer TWDC and GPI Spinco of the Transactions, Transactions do not and will not: (iw) violate or conflict with or result in a breach of any provision of their respective certificates of incorporation or bylaws; (iix) violate or conflict in any material respect with any Law or Order of any Governmental Authority applicable to Parent, Issuer TWDC or GPISpinco or by which any of the properties or assets that will be contributed to Spinco pursuant to the Separation Agreement may be bound; (iiiy) require any filing with, or License, consent or approval of, or the giving of any notice to, any Governmental Authority; or (ivz) result in a violation or breach of, conflict with, constitute (with or without due notice or lapse of time or both) a default under, or give rise to any right of termination, cancellation, revocation, withdrawal, suspension cancellation or acceleration of any of the terms, conditions or provisions of any material Contract to which Parent, Issuer or GPI is a party or by which the Assets of Parent, Issuer or any of their Subsidiaries may be boundacceleration, or result in the creation of any Encumbrance upon any of the Assets properties or assets of ParentTWDC and its Subsidiaries that will be contributed to Spinco pursuant to the Separation Agreement or give rise to any obligation, Issuer right of termination, cancellation, acceleration or increase of any obligation or a loss of a material benefit under, any of their Subsidiariesthe terms, conditions or provisions of any Contract to which TWDC or Spinco is a party that will be contributed to Spinco pursuant to the Separation Agreement, or by which Spinco or the properties or assets that will be contributed to Spinco pursuant to the Separation Agreement may be bound, excluding in the case of clause clauses (ivw) through (z) above, conflicts, violations, breaches, defaults, rights of payment and reimbursement, terminations, modifications, accelerations and creations and impositions of Encumbrances which would not have or reasonably be expected to preventhave, materially delay individually or materially impair in the consummation of the Transactionsaggregate, a Business Material Adverse Effect.

Corporate Authority Relative to this Agreement; No Violation. Assuming (a) the filings required under the HSR Act and any other applicable Competition Laws are made and the waiting periods thereunder (if applicable) have been terminated or expired, (b) the approvals set forth in Section 4.3 5.3 of the Parent IP/Spinco Disclosure Schedules have been obtained, (c) the applicable requirements of the Securities Act and the Exchange Act are met and met, (d) the requirements under any applicable state securities or blue sky Laws are met, (e) the requirements of the NYSE in respect of the listing of the shares of Spinco Common Stock to be issued pursuant hereto are met and (f) the filing of the Certificate of Merger and other appropriate Merger documents and Subsidiary Merger documents (including the certificate of merger evidencing such Subsidiary Merger), if any, as required by the DGCL and the DLLCA, is made, the execution and delivery of this Agreement and the Transaction Agreements by ParentIP and Spinco, Issuer and GPI, the performance of Parent’s and Issuer’s obligations hereunder and thereunderas applicable, and the consummation by ParentIP, Issuer Spinco, xpedx Intermediate and GPI xpedx of the Transactions, do not and will not: (iw) conflict with or result in a breach of any provision of their respective certificates of incorporation or bylaws; (iix) violate or conflict in any material respect with any Law or Order of any Governmental Authority applicable to ParentIP, Issuer Spinco, xpedx Intermediate or GPIxpedx or by which any of the properties or assets that will be contributed to the Spinco Entities pursuant to the Distribution Agreement may be bound; (iiiy) require any filing with, or License, consent or approval of, or the giving of any notice to, any Governmental Authority, the failure of which to file or receive would be material; or (ivz) result in a violation or breach of, constitute (with or without due notice or lapse of time or both) a default under, or give rise to any right of termination, cancellation, revocation, withdrawal, suspension cancellation or acceleration of any of the terms, conditions or provisions of any material Contract to which Parent, Issuer or GPI is a party or by which the Assets of Parent, Issuer or any of their Subsidiaries may be boundacceleration, or result in the creation of any Encumbrance upon any of the Assets properties or assets of Parent, Issuer IP or any of their Subsidiariesits Subsidiaries that will be contributed to the Spinco Entities pursuant to the Distribution Agreement (including the xpedx Intermediate Membership Units) or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation or a loss of a material benefit under, any of the terms, conditions or provisions of any Spinco Material Contract to which IP or its Subsidiaries is a party that will be contributed to the Spinco Entities pursuant to the Distribution Agreement, or by which the Spinco Entities or the properties or assets that will be contributed to the Spinco Entities pursuant to the Distribution Agreement may be bound, excluding in the case of clause (ivz) above, conflicts, violations, breaches, defaults, rights of payment and reimbursement, terminations, modifications, accelerations and creations and impositions of Encumbrances which have not had or would not reasonably be expected to preventhave, materially delay individually or materially impair in the consummation of the Transactionsaggregate, a Spinco Material Adverse Effect.

Corporate Authority Relative to this Agreement; No Violation. Assuming (a) the filings required under the HSR Act and any other applicable Competition Laws are made and the waiting periods thereunder (if applicable) have been terminated or expired, (b) the approvals set forth in Section 4.3 6.3 of the Parent UWWH Disclosure Schedules have been obtained, (c) the applicable requirements of the Securities Act and the Exchange Act are met and met, (d) the requirements under any applicable state securities or blue sky Laws are metmet and (e) the filing of the Certificate of Merger and other appropriate Merger documents and Subsidiary Merger documents (including the certificate of merger evidencing such Subsidiary Merger), if any, as required by the DGCL and the DLLCA, is made, the execution and delivery of this Agreement and the Transaction Agreements by ParentUWWH and Unisource, Issuer and GPI, the performance of Parent’s and Issuer’s obligations hereunder and thereunderas applicable, and the consummation by Parent, Issuer UWWH and GPI Unisource of the Transactions, do not and will not: (iw) conflict with or result in a breach of any provision of their respective certificates of incorporation or bylaws; (iix) violate or conflict in any material respect with any Law or Order of any Governmental Authority applicable to Parent, Issuer UWWH or GPIUnisource; (iiiy) require any filing with, or License, consent or approval of, or the giving of any notice to, any Governmental Authority, the failure of which to file or receive would be material; or (ivz) result in a violation or breach of, constitute (with or without due notice or lapse of time or both) a default under, or give rise to any right of termination, cancellation, revocation, withdrawal, suspension cancellation or acceleration of any of the terms, conditions or provisions of any material Contract to which Parent, Issuer or GPI is a party or by which the Assets of Parent, Issuer or any of their Subsidiaries may be boundacceleration, or result in the creation of any Encumbrance upon any of the Assets properties or assets of Parent, Issuer UWWH or any of their Subsidiariesits Subsidiaries or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation or a loss of a material benefit under, any of the terms, conditions or provisions of any UWWH Material Contract to which UWWH or Unisource is a party, excluding in the case of clause (ivz) above, conflicts, violations, breaches, defaults, rights of payment and reimbursement, terminations, modifications, accelerations and creations and impositions of Encumbrances which have not had or would not reasonably be expected to preventhave, materially delay individually or materially impair in the consummation of the Transactionsaggregate, a UWWH Material Adverse Effect.

Corporate Authority Relative to this Agreement; No Violation. Assuming (a) Each Seller Entity has the filings required under the HSR Act requisite corporate or limited liability company power and any other applicable Competition Laws are made authority to execute and the waiting periods thereunder (if applicable) have been terminated or expired, (b) the approvals set forth in Section 4.3 deliver this Agreement and each of the Parent Disclosure Schedules have been obtainedother Transaction Documents to which it is a party, (c) the applicable requirements to perform its obligations under this Agreement and each of the Securities Act other Transaction Documents to which it is a party, and to consummate the Exchange Act are met transactions contemplated hereby and (d) the requirements under any applicable state securities or blue sky Laws are metthereby. The execution, the execution delivery and delivery performance of this Agreement and each of the other Transaction Agreements by Parent, Issuer and GPI, the performance of Parent’s and Issuer’s obligations hereunder and thereunderDocuments to which it is a party, and the consummation by Parent, Issuer and GPI of the Transactionstransactions contemplated hereby and thereby, do not have been duly and will not: validly authorized by all necessary action on the part of each Seller Entity, and no other corporate or limited liability company proceedings on the part of such Seller Entity (iincluding, for the avoidance of doubt, the vote or approval of the equity owners thereof) conflict with are necessary to authorize or result in execute this Agreement and each of the other Transaction Documents to which it is a breach of any provision of their respective certificates of incorporation or bylaws; (ii) violate or conflict in any material respect with any Law or Order of any Governmental Authority applicable to Parent, Issuer or GPI; (iii) require any filing withparty, or Licenseto consummate the transactions contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by each Seller Entity and, consent or approval ofassuming due execution and delivery thereof by Buyer, or the giving of any notice toconstitutes, any Governmental Authority; or (iv) result in a violation or breach of, constitute (with or without due notice or lapse of time or both) a default under, or give rise to any right of termination, cancellation, revocation, withdrawal, suspension or acceleration of any and each of the terms, conditions or provisions of any material Contract other Transaction Documents to which Parent, Issuer or GPI it is a party or will constitute, upon the due and valid execution and delivery thereof by which Buyer and any other parties thereto, the Assets valid and binding agreement of Parentsuch Seller Entity, Issuer or any of their Subsidiaries enforceable against it in accordance with its terms, except to the extent such enforcement may be boundlimited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or result affecting creditors’ rights generally or general equitable principles (whether considered in the creation of any Encumbrance upon any of the Assets of Parent, Issuer a proceeding in equity or any of their Subsidiaries, excluding in the case of clause (iv) above, conflicts, violations, breaches, defaults, rights of payment and reimbursement, terminations, modifications, accelerations and creations and impositions of Encumbrances which would not reasonably be expected to prevent, materially delay or materially impair the consummation of the Transactionsat Law).

Corporate Authority Relative to this Agreement; No Violation. Assuming (a) Each of Parent and Merger Sub has the filings required under the HSR Act corporate power and any other applicable Competition Laws are made authority to enter into this Agreement and the waiting periods thereunder (if applicable) have been terminated or expired, (b) the approvals set forth in Section 4.3 of the Parent Disclosure Schedules have been obtained, (c) the applicable requirements of the Securities Act and the Exchange Act are met and (d) the requirements under any applicable state securities or blue sky Laws are met, the to carry out its obligations hereunder. The execution and delivery of this Agreement and the Transaction Agreements consummation of the transactions contemplated hereby have been duly and validly authorized by Parent, Issuer the Boards of Directors of Parent and GPIMerger Sub and no other corporate or stockholder proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement, the performance issuance of Parent’s and Issuer’s obligations hereunder and thereunder, Parent Common Stock and the consummation other transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement has been duly and validly executed and delivered by the other parties hereto, this Agreement constitutes a valid and binding agreement of Parent and Merger Sub, enforceable against each of them in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, or by principles governing the availability of equitable remedies). Neither Parent nor Merger Sub is subject to or obligated under any charter, bylaw or contract provision or any license, franchise or permit, or subject to any order or decree, which would be breached or violated by its executing or carrying out this Agreement, except for any breaches or violations which would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent, Issuer and GPI . Other than in connection with or in compliance with the provisions of the TransactionsDGCL, do not the Securities Act, the Exchange Act, the HSR Act, the Communications Act, Section 4043 of ERISA, any non-United States competition, antitrust and will not: (i) conflict investments laws and the securities, blue sky or antitrust laws of the various states, and, other than the filing of the Certificate of Merger with the Delaware Secretary of State and any necessary state filings to maintain the good standing or result in a breach qualification of any provision of their respective certificates of incorporation or bylaws; (ii) violate or conflict in any material respect with any Law or Order of any Governmental Authority applicable to Parentthe Surviving Corporation, Issuer or GPI; (iii) require any filing with, or Licenseno authorization, consent or approval of, or the giving of any notice tofiling with, any Governmental Authority; or (iv) result in a violation or breach of, constitute (with or without due notice or lapse of time or both) a default under, or give rise to any right of termination, cancellation, revocation, withdrawal, suspension or acceleration of any Entity is necessary for the consummation by Parent of the termstransactions contemplated by this Agreement, conditions except for such authorizations, consents, approvals or provisions of any material Contract filings, the failure to obtain or make which Parentwould not, Issuer or GPI is a party or by which the Assets of Parent, Issuer or any of their Subsidiaries may be bound, or result in the creation of any Encumbrance upon any of the Assets of Parentaggregate, Issuer or any of their Subsidiaries, excluding in the case of clause (iv) above, conflicts, violations, breaches, defaults, rights of payment and reimbursement, terminations, modifications, accelerations and creations and impositions of Encumbrances which would not reasonably be expected to prevent, materially delay or materially impair the consummation have a Material Adverse Effect on Parent; provided that Parent makes no representation with respect to such of the Transactionsforegoing as are required by reason of the regulatory status of Company or any of its Significant Subsidiaries or facts specifically pertaining to any of them.

Corporate Authority Relative to this Agreement; No Violation. Assuming (a) The Company has the filings required under requisite corporate power and authority to enter into this Agreement and, subject to receipt of the HSR Act Company Stockholder Approval, to consummate the transactions contemplated hereby. The Board of Directors of the Company at a duly held meeting in a unanimous vote of those directors present (which directors constituted a quorum) has (i) determined that it is in the best interests of the Company and any other applicable Competition Laws are made its stockholders, and the waiting periods thereunder (if applicable) have been terminated or expireddeclared it advisable, to enter into this Agreement, (bii) approved the approvals set forth in Section 4.3 of the Parent Disclosure Schedules have been obtainedexecution, (c) the applicable requirements of the Securities Act delivery and the Exchange Act are met and (d) the requirements under any applicable state securities or blue sky Laws are met, the execution and delivery performance of this Agreement and the Transaction Agreements by Parent, Issuer and GPI, the performance of Parent’s and Issuer’s obligations hereunder and thereunder, and the consummation by Parent, Issuer and GPI of the Transactionstransactions contemplated hereby, do not and will not: (i) conflict with or result in a breach of any provision of their respective certificates of incorporation or bylaws; (ii) violate or conflict in any material respect with any Law or Order of any Governmental Authority applicable to Parentincluding the Merger, Issuer or GPI; (iii) require any filing withresolved to recommend that the stockholders of the Company approve the adoption of this Agreement (the “Recommendation”), or License, consent or approval of, or the giving of any notice to, any Governmental Authority; or (iv) result in directed that such matter be submitted for a violation or breach of, constitute (with or without due notice or lapse of time or both) a default under, or give rise to any right of termination, cancellation, revocation, withdrawal, suspension or acceleration of any vote of the termsstockholders of the Company at the Company Meeting, conditions or provisions (v) assuming that the representations of any material Contract Parent and Merger Sub set forth in Section 4.13 are correct, taken all necessary actions so that the restrictions in Takeover Statutes are not applicable to which the Company, Parent, Issuer Merger Sub or GPI is a party their Affiliates or by which the Assets of Parent, Issuer Guarantors or any of their Subsidiaries may be bound, or result in the creation of any Encumbrance upon any of the Assets of Parent, Issuer or any of their Subsidiaries, excluding in or this Agreement or the case transactions contemplated hereby (including the Merger) and (vi) exempted such Persons from being an “Acquiring Person” under the Rights Plan. The entering into of clause (iv) above, conflicts, violations, breaches, defaults, rights of payment this Agreement and reimbursement, terminations, modifications, accelerations and creations and impositions of Encumbrances which would not reasonably be expected to prevent, materially delay or materially impair the consummation of the Transactionstransactions contemplated hereby, including the Merger, will not result in the grant of any rights to any Person under the Rights Plan or enable or require the Rights to be exercised, distributed or triggered as a result thereof. Except for the Company Stockholder Approval and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the consummation of the transactions contemplated hereby (other than corporate proceedings taken on or prior to the date hereof). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”).

Corporate Authority Relative to this Agreement; No Violation. Assuming (a) the filings required under the HSR Act and any other applicable Competition Laws are made and the waiting periods thereunder (if applicable) have been terminated or expired, (b) the approvals filings (if any) required under the Communications Act are made, the FCC Consent is granted and has not been vacated, reversed, stayed, enjoined, set forth in Section 4.3 aside, annulled or suspended and any applicable requirements of the Parent Disclosure Schedules have been obtainedFCC pursuant to the Communications Act are met, (c) the applicable requirements of the Securities Act and the Exchange Act are met and met, (d) the requirements under any applicable state securities or blue sky Laws are met, (e) the requirements of the NYSE in respect of the listing of the shares of Company Common Stock to be issued pursuant hereto are met and (f) the filing of the Certificate of Merger and other appropriate Merger documents, if any, as required by the DGCL, is made, the execution and delivery of this Agreement and the Transaction Ancillary Agreements by ParentCompany and Merger Sub, Issuer and GPI, the performance of Parent’s and Issuer’s obligations hereunder and thereunderas applicable, and the consummation by Parent, Issuer Company and GPI Merger Sub of the Transactions, do not and will not: (iw) violate or conflict with or result in a breach of any provision of their respective certificates of incorporation or bylaws; (iix) violate or conflict in any material respect with any Law or Order of any Governmental Authority applicable to Parent, Issuer Company or GPIany of its Subsidiaries; (iiiy) require any filing with, or License, consent or approval of, or the giving of any notice to, any Governmental Authority; or (ivz) result in a violation or breach of, conflict with, constitute (with or without due notice or lapse of time or both) a default under, or give rise to any right of termination, cancellation, revocation, withdrawal, suspension cancellation or acceleration of any of the terms, conditions or provisions of any material Contract to which Parent, Issuer or GPI is a party or by which the Assets of Parent, Issuer or any of their Subsidiaries may be boundacceleration, or result in the creation of any Encumbrance upon any of the Assets properties or assets of Parent, Issuer Company or any of their Subsidiariesits Subsidiaries or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation or a loss of a material benefit under, any of the terms, conditions or provisions of any Contract to which Company is a party, excluding in the case of clause clauses (ivw) through (z) above, conflicts, violations, breaches, defaults, rights of payment and reimbursement, terminations, modifications, accelerations and creations and impositions of Encumbrances which would not have or reasonably be expected to preventhave, materially delay individually or materially impair in the consummation of the Transactionsaggregate, a Company Material Adverse Effect.

Corporate Authority Relative to this Agreement; No Violation. Assuming (a) the filings required under the HSR Act and any other applicable Competition Laws are made and the waiting periods thereunder (if applicable) have been terminated or expired, expired and (b) the approvals set forth in Section 4.3 3.3(b) of the Parent Transferor Disclosure Schedules have been obtained, (c) the applicable requirements of the Securities Act and the Exchange Act are met and (d) the requirements under any applicable state securities or blue sky Laws are met, the execution and delivery of this Agreement and the Transaction Agreements by Parent, Issuer Transferor and GPIthe Applicable Subsidiaries (as applicable), the performance of ParentTransferor’s and Issuer’s each of the Applicable Subsidiaries’, as applicable, obligations hereunder and or thereunder, and the consummation by Parent, Issuer Transferor and GPI the Applicable Subsidiaries of the Transactions, do not and will not: (i) conflict with or result in a breach of any provision of their respective certificates its certificate of incorporation or bylawsbylaws or the governing documents of Transferor or any of the Applicable Subsidiaries; (ii) violate or conflict in any material respect with any Law or Order of any Governmental Authority applicable to Parent, Issuer Transferor or GPIany of the Applicable Subsidiaries or by which any of the Transferred Assets or the Transferred Business may be bound; (iii) require any filing with, or License, consent or approval of, or the giving of any notice to, any Governmental AuthorityAuthority (including any consent or approval with respect to a License), the failure of which to file, receive or give would be material; or (iv) require any notice or consent to be given under, result in a violation or breach of, constitute (with or without due notice or lapse of time or both) a default under, or give rise to any right of termination, cancellation, revocation, withdrawal, suspension cancellation or acceleration of any of the terms, conditions or provisions of any material Contract to which Parent, Issuer or GPI is a party or by which the Assets of Parent, Issuer or any of their Subsidiaries may be boundacceleration, or result in the creation of any Encumbrance upon any of the Transferred Assets or give rise to any obligation, right of Parenttermination, Issuer cancellation, revocation, withdrawal, suspension, acceleration or increase of any obligation or a loss of a material benefit under, any of their Subsidiariesthe terms, conditions or provisions of any Material Contract (other than a Shared Contract) to which Transferor or its Applicable Subsidiaries is a party, excluding in the case of clause (iv) above, filings, consents, notices, approvals, conflicts, violations, breaches, defaults, rights of payment and reimbursement, terminations, cancellations, revocations, withdrawals, suspensions, modifications, accelerations accelerations, losses of benefits, and creations and impositions of Encumbrances which have not had or would not reasonably be expected to preventhave, materially delay individually or materially impair in the consummation of the Transactionsaggregate, a Material Adverse Effect.

Corporate Authority Relative to this Agreement; No Violation. Assuming (a) Each of Parent and Merger Sub has the filings required under the HSR Act corporate power and any other applicable Competition Laws are made authority to enter into this Agreement and the waiting periods thereunder (if applicable) have been terminated or expired, (b) the approvals set forth in Section 4.3 of the Parent Disclosure Schedules have been obtained, (c) the applicable requirements of the Securities Act and the Exchange Act are met and (d) the requirements under any applicable state securities or blue sky Laws are met, the to carry out its obligations hereunder. The execution and delivery of this Agreement and the Transaction Agreements consummation of the transactions contemplated hereby have been duly and validly authorized by Parent, Issuer the Boards of Directors of Parent and GPIMerger Sub and no other corporate or stockholder proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement, the performance issuance of Parent’s and Issuer’s obligations hereunder and thereunder, Parent Common Stock and the consummation other transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement has been duly and validly executed and delivered by the other parties hereto, this Agreement constitutes a valid and binding agreement of Parent and Merger Sub, enforceable against each of them in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, or by principles governing the availability of equitable remedies). Neither Parent nor Merger Sub is subject to or obligated under any charter, bylaw or contract provision or any license, franchise or permit, or subject to any order or decree, which would be breached or violated by its executing or carrying out this Agreement, except for any breaches or violations which would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent, Issuer and GPI . Other than in connection with or in compliance with the 21 29 provisions of the TransactionsDGCL, do not the Securities Act, the Exchange Act, the HSR Act, the Communications Act, Section 4043 of ERISA, any non-United States competition, antitrust and will not: (i) conflict investments laws and the securities, blue sky or antitrust laws of the various states, and, other than the filing of the Certificate of Merger with the Delaware Secretary of State and any necessary state filings to maintain the good standing or result in a breach qualification of any provision of their respective certificates of incorporation or bylaws; (ii) violate or conflict in any material respect with any Law or Order of any Governmental Authority applicable to Parentthe Surviving Corporation, Issuer or GPI; (iii) require any filing with, or Licenseno authorization, consent or approval of, or the giving of any notice tofiling with, any Governmental Authority; or (iv) result in a violation or breach of, constitute (with or without due notice or lapse of time or both) a default under, or give rise to any right of termination, cancellation, revocation, withdrawal, suspension or acceleration of any Entity is necessary for the consummation by Parent of the termstransactions contemplated by this Agreement, conditions except for such authorizations, consents, approvals or provisions of any material Contract filings, the failure to obtain or make which Parentwould not, Issuer or GPI is a party or by which the Assets of Parent, Issuer or any of their Subsidiaries may be bound, or result in the creation of any Encumbrance upon any of the Assets of Parentaggregate, Issuer or any of their Subsidiaries, excluding in the case of clause (iv) above, conflicts, violations, breaches, defaults, rights of payment and reimbursement, terminations, modifications, accelerations and creations and impositions of Encumbrances which would not reasonably be expected to prevent, materially delay or materially impair the consummation have a Material Adverse Effect on Parent; provided that Parent makes no representation with respect to such of the Transactionsforegoing as are required by reason of the regulatory status of Company or any of its Significant Subsidiaries or facts specifically pertaining to any of them.

Corporate Authority Relative to this Agreement; No Violation. Assuming (a) the filings required under the HSR Act and any other applicable Competition Laws are made and the waiting periods thereunder (if applicable) have been terminated or expired, (b) the approvals set forth in Section 4.3 of the Parent Disclosure Schedules have been obtained, (c) the applicable requirements of the Securities Act and the Exchange Act are met and (d) the requirements under any applicable state securities or blue sky Laws are met, the execution and delivery of this Agreement and the Transaction Agreements by Parent, Issuer and GPI, the performance of Parent’s and Issuer’s obligations hereunder and thereunder, and the consummation by Parent, Issuer and GPI of the Transactions, do not and will not: (i) conflict with or result in a breach of any provision of their respective certificates of incorporation or bylaws; (ii) violate or conflict in any material respect with any Law or Order of any Governmental Authority applicable Buyer has all requisite corporate power and authority to Parentexecute and deliver this Agreement, Issuer or GPI; (iii) require any filing withthe Employment Agreement, or License, consent or approval of, or the giving of any notice to, any Governmental Authority; or (iv) result in a violation or breach of, constitute (with or without due notice or lapse of time or both) a default under, or give rise to any right of termination, cancellation, revocation, withdrawal, suspension or acceleration of any and each of the terms, conditions or provisions of any material Contract other Transaction Documents to which Parentit is a party, Issuer or GPI to perform its obligations under this Agreement, the Employment Agreement, and each of the other Transaction Documents to which it is a party or by which and to consummate the Assets transactions contemplated hereby and thereby. The execution, delivery and performance of Parentthis Agreement, Issuer or any of their Subsidiaries may be bound, or result in the creation of any Encumbrance upon any Employment Agreement and each of the Assets of Parent, Issuer or any of their Subsidiaries, excluding in the case of clause (iv) above, conflicts, violations, breaches, defaults, rights of payment other Transaction Documents to which it is a party and reimbursement, terminations, modifications, accelerations and creations and impositions of Encumbrances which would not reasonably be expected to prevent, materially delay or materially impair the consummation of the Transactionstransactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of Buyer and no other corporate proceedings, including approval by the shareholders of Buyer, on the part of Buyer are necessary to authorize the consummation of the transactions contemplated hereby and thereby. This Agreement, the Employment Agreement, and each of the other Transaction Documents to which Buyer is a party have been duly and validly executed and delivered by Buyer and, assuming this Agreement, the Employment Agreement, and the other Transaction Documents each constitute the valid and binding agreement of Seller and/or the other parties thereto, this Agreement, the Employment Agreement, and each of the other Transaction Documents to which Buyer is a party constitute the valid and binding agreement of Buyer, enforceable against Buyer in accordance with their terms, except to the extent such enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at Law) and any implied covenant of good faith and fair dealing.

Corporate Authority Relative to this Agreement; No Violation. Assuming (a) Amcor, New Holdco and Xxxxxx Sub have all requisite corporate power and authority to enter into this Agreement and, in the filings required case of New Holdco, the Deed Poll, and, assuming the Amcor Shareholder Approval and, if required, the approvals for the New Holdco Capital Increase are obtained, to perform its obligations (x) hereunder and to consummate the Transactions to which it is or is contemplated to be a party and (y) in the case of New Holdco, under the HSR Act Deed Poll. The execution, delivery and any other applicable Competition Laws are made performance by Amcor, New Holdco and Xxxxxx Sub of this Agreement, and, in the case of New Holdco, the Deed Poll, and the waiting periods thereunder (if applicable) consummation of the Transactions have been terminated duly and validly authorized, and, except as contemplated by this Agreement, no other corporate proceedings on the part of Amcor or expired, (b) any Amcor Subsidiary are necessary to authorize the approvals set forth in Section 4.3 consummation of the Parent Disclosure Schedules have been obtained, (c) Transactions other than the applicable requirements Amcor Shareholder Approval. As of the Securities Act and the Exchange Act are met and (d) the requirements under any applicable state securities or blue sky Laws are metdate of this Agreement, the execution and delivery Amcor Board of Directors has unanimously adopted resolutions (i) declaring that this Agreement and the Transaction Agreements by Parent, Issuer and GPI, consummation of the performance Transactions are in the best interests of Parent’s and Issuer’s obligations hereunder and thereunder, Amcor and the consummation by ParentAmcor Shareholders, Issuer (ii) approving this Agreement and GPI of the Transactions, do not (iii) authorizing the execution, delivery and will not: performance of this Agreement, (iv) directing that the Scheme be submitted to the Court and submitted to a vote at the Scheme Meeting and (v) making the Amcor Board Recommendation. Subject to the Enforceability Exceptions, this Agreement has been duly and validly executed and delivered by Amcor, New Holdco and Merger Sub and constitutes the valid and binding agreement of Amcor, New Holdco and Merger Sub, enforceable against Amcor, New Holdco and Merger Sub in accordance with its terms. As of the date of this Agreement, the board of directors of Merger Sub has unanimously adopted resolutions (i) conflict with or result in a breach of any provision of their respective certificates of incorporation or bylaws; (ii) violate or conflict in any material respect with any Law or Order of any Governmental Authority applicable to Parent, Issuer or GPI; (iii) require any filing with, or License, consent or approval of, or the giving of any notice to, any Governmental Authority; or (iv) result in a violation or breach of, constitute (with or without due notice or lapse of time or both) a default under, or give rise to any right of termination, cancellation, revocation, withdrawal, suspension or acceleration of any of the terms, conditions or provisions of any material Contract to which Parent, Issuer or GPI is a party or by which the Assets of Parent, Issuer or any of their Subsidiaries may be bound, or result in the creation of any Encumbrance upon any of the Assets of Parent, Issuer or any of their Subsidiaries, excluding in the case of clause (iv) above, conflicts, violations, breaches, defaults, rights of payment declaring that this Agreement and reimbursement, terminations, modifications, accelerations and creations and impositions of Encumbrances which would not reasonably be expected to prevent, materially delay or materially impair the consummation of the Transactions are advisable and fair to, and in the best interests of, Merger Sub and its sole shareholder, New Holdco, (ii) approving this Agreement and the Transactions, (iii) authorizing the execution, delivery and performance of this Agreement, (iv) directing that this Agreement (which constitutes the plan of merger under the Missouri Code) be submitted to its sole shareholder, New Holdco, for approval and (v) recommending that its sole shareholder, New Holdco, approve this Agreement, and New Holdco has approved this Agreement and the Transactions as the sole shareholder of Merger Sub. As of the date of this Agreement, the New Holdco Board and Amcor, as the majority shareholder of New Holdco, have approved this Agreement, the Deed Poll and Transactions.