Common use of Conditions to the Separation Clause in Contracts

Conditions to the Separation. The obligations of Cohesant pursuant to this Agreement to effect the Separation shall be subject to the fulfillment (or waiver by Cohesant) at or prior to the Distribution Date of the following conditions. In no event shall the Separation occur unless the following conditions shall have been waived by Cohesant or shall have been satisfied: (a) the Form 10 shall have become effective under the Exchange Act; (b) the Cohesant Board of Directors shall have approved the Restructuring, Distribution and Separation and shall not have abandoned, deferred or modified the Restructuring, Distribution and Separation at any time prior to the Record Date; (c) each of the Transaction Agreements shall have been duly executed and delivered by the parties thereto; and (d) all of the closing conditions of the Merger Agreement shall have been met or waived and the transactions contemplated by the Merger Agreement are set to close immediately following the Distribution and Separation; (e) the Registration Statement shall have been filed with, and declared effective by, the SEC, and there shall be no stop-order in effect with respect thereto and the joint proxy and information statement shall have been mailed to Cohesant shareholders; (f) Cohesant shall have established the Record Date and shall have given the NASD not less than ten days’ advance notice of the Record Date in compliance with Rule 10b-17 under the Exchange Act; (g) all Consents or Governmental Approvals required in connection with the transactions contemplated hereby shall have been received and be in full force and effect; (h) the Restructuring shall have been consummated in accordance with this Agreement; (i) all Inter-Company Indebtedness shall have been paid in full and all actions in respect of liability novation contemplated under Section 2.04 shall have occurred; and (j) the Transaction Agreements shall have been duly executed and delivered and such agreements shall be in full force and effect and the parties thereto shall have performed or complied with all of their respective covenants, obligations and agreements contained herein and therein and as required to be performed or complied with prior to the Effective Time.

Conditions to the Separation. (a) Mutual Closing Conditions. The obligations of Cohesant pursuant each Party to this Agreement to effect consummate the Separation shall be subject to the fulfillment (or or, to the extent permitted by applicable Law, written waiver by Cohesanteach Party) at or prior to the Distribution Date of the following conditions. In no event shall : (i) All Emergence Conditions (other than the Separation occur unless and those conditions that by their nature are to be satisfied simultaneously with the following conditions shall have been waived by Cohesant or Effective Date) shall have been satisfied:. (aii) the Form 10 shall have become effective under the Exchange Act; (b) the Cohesant Board of Directors shall have approved the Restructuring, Distribution and Separation and shall not have abandoned, deferred or modified the Restructuring, Distribution and Separation at any time prior All conditions precedent to the Record Date; (c) each consummation of the Transaction Agreements shall have been duly executed and delivered by the parties thereto; and (d) all of the closing conditions of Merger as set forth in the Merger Agreement shall have been met satisfied or waived and waived, other than those conditions that by their nature are to be satisfied simultaneously with the consummation of the Merger). (iii) The transactions contemplated by in the Merger Agreement are set Restructuring Transactions Memorandum to close immediately following be taken on or prior to the Distribution and Separation; Closing Date (eincluding the distribution of the equity securities of Radio Newco to IHC) the Registration Statement shall have been filed withcompleted (except for those Transactions that are to occur at the Closing, and declared effective bybut subject to such Transactions occurring at the Closing). (iv) No Order issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of any of the Transactions, declaring unlawful the SEC, and there Transactions or causing such Transactions to be rescinded shall be no stop-order in effect with respect thereto and the joint proxy and information statement shall have been mailed to Cohesant shareholders;effect. (fb) Cohesant Additional Closing Conditions for IHM, IHC and CCH. The obligations of IHM, IHC and CCH to consummate the Separation shall have established be subject to the Record Date fulfillment (or, to the extent permitted by applicable Law, written waiver by each of IHM and shall have given the NASD not less than ten days’ advance notice IHC) of the Record Date in compliance with Rule 10b-17 under the Exchange Act; (g) all Consents or Governmental Approvals required in connection with the transactions contemplated hereby shall have been received and be in full force and effect; (h) the Restructuring shall have been consummated in accordance with this Agreement;following conditions: (i) The representations and warranties made by CCOH in Article III shall be true and correct both as of the date hereof and as of the Closing Date, in each case in all Inter-Company Indebtedness shall have been paid in full and all actions in respect of liability novation contemplated under Section 2.04 shall have occurred; andmaterial respects. (jii) the Transaction Agreements shall have been duly executed and delivered and such agreements shall be in full force and effect and the parties thereto CCOH shall have performed or and complied with with, in all of their respective covenantsmaterial respects, obligations and agreements contained herein and therein and as all covenants required by this Agreement to be performed or complied with prior to the Effective TimeClosing. (iii) The Bankruptcy Court shall have entered an Order (which may be an Order approving the Plan of Reorganization), in form and substance reasonably acceptable to IHM and CCOH, approving this Agreement and finding that the terms of this Agreement represent sound exercises of business judgment by each member of the iHeart Group and CCOH (the “Confirmation Order”).

Conditions to the Separation. (a) The obligations undertaking of Cohesant pursuant to this Agreement U S WEST to effect the Separation shall be is subject to the fulfillment satisfaction of each of the following conditions, unless waived by the Board of Directors of U S WEST in its sole and absolute discretion: (or waiver i) All of the transactions contemplated by Cohesant) at this Agreement to be performed on or prior to the Distribution Date consummation of the following conditions. In no event shall the Separation occur unless the following conditions shall have been waived by Cohesant or consummated. (ii) The Form S-4, the Form 8-A and the Form 41 (iii) The Charter Amendments shall have been satisfied:approved and adopted by the stockholders of U S WEST. (aiv) the Form 10 The Charter Amendments shall have become effective under been executed, acknowledged and filed with the Exchange Act;Secretary of State of the State of Delaware in accordance with Section 242 of the Delaware General Corporation Law. (bv) the Cohesant The Board of Directors of U S WEST shall have approved set the Restructuring, Distribution Redemption Date and Separation and shall not have abandoned, deferred or modified given notice of the Restructuring, Distribution and Separation at any time prior Communications Redemption to the Record Date;holders of Communications Stock. (cvi) each The Board of the Transaction Agreements Directors of U S WEST shall have been duly executed and delivered by the parties thereto; and (d) all of the closing conditions of the Merger Agreement shall have been met or waived and the transactions contemplated by the Merger Agreement are set to close immediately following the Distribution and Separation; (e) the Registration Statement shall have been filed with, and declared effective by, the SEC, and there shall be no stop-order in effect with respect thereto and the joint proxy and information statement shall have been mailed to Cohesant shareholders; (f) Cohesant shall have established fixed the Record Date and shall have given declared the NASD not less than ten days’ advance notice of the Record Date in compliance with Rule 10b-17 under the Exchange Act;Media Dividend. (gvii) all Consents or Governmental Approvals required in connection with the transactions contemplated hereby The New U S WEST Common Stock shall have been received approved for listing on the NYSE and the PSE, subject to official notice of issuance. (viii) No order, injunction or decree shall have been issued by any Governmental Authority and remain in effect preventing the consummation of the Separation. (ix) All consents of, approvals of, notices to and filings with any Governmental Authority or any other Person necessary to consummate the Reorganization, the Contribution or the Separation shall have been obtained and be in full force and effect;. (hx) the Restructuring U S WEST shall have been consummated in accordance with this Agreement; (i) all Inter-Company Indebtedness shall have been paid in full and all actions in respect of liability novation contemplated under Section 2.04 shall have occurred; and (j) provided the Transaction Agreements shall have been duly executed and delivered and such agreements shall be in full force and effect NYSE and the parties thereto shall have performed or complied PSE with all the prior written notice of their respective covenants, obligations the Redemption Date and agreements contained herein and therein and the Record Date as required to be performed or complied with prior to by Rule 10b-17 of the Effective TimeExchange Act and the rules and regulations of the NYSE.

Conditions to the Separation. The obligations of Cohesant Digimarc pursuant to this Agreement to effect the Separation shall be subject to the fulfillment (or waiver by CohesantDigimarc) at or prior to the Distribution Date or Trust Transfer Date, as applicable, of the following conditionsconditions (other than, with respect to the Trust Transfer Date, Section 7.01(f)). In no event shall the Separation occur unless the following conditions shall have been satisfied or waived (to the extent permitted by Cohesant or shall have been satisfied:applicable Law) by Digimarc (other than, with respect to the Trust Transfer Date, Section 7.01(f)): (a) the Form 10 shall have become effective under the Exchange Act; (b) the Cohesant Board of Directors shall have approved the Restructuring, Distribution and Separation and shall not have abandoned, deferred or modified the Restructuring, Distribution and Separation at any time prior to the Record Date; (c) each of the Transaction Agreements shall have been duly executed and delivered by the parties thereto; and (d) all of the closing conditions of the Merger Agreement shall have been met or waived and the transactions contemplated by the Merger Agreement are set to close immediately following the Distribution and Separation; (eb) the Registration Statement shall have been filed with, and declared effective by, the SEC, and there shall be no stop-order in effect with respect thereto and the joint proxy and information statement shall have been mailed to Cohesant shareholders; (f) Cohesant shall have established the Record Date and shall have given the NASD not less than ten days’ advance notice each of the Record Date in compliance with Rule 10b-17 under the Exchange Act; (g) all Consents or Governmental Approvals required in connection with the transactions contemplated hereby shall have been received and be in full force and effect; (h) the Restructuring shall have been consummated in accordance with this Agreement; (i) all Inter-Company Indebtedness shall have been paid in full and all actions in respect of liability novation contemplated under Section 2.04 shall have occurred; and (j) the Transaction Agreements shall have been duly executed and delivered and such agreements shall be in full force and effect and the parties thereto shall have performed or complied with all of their respective covenants, obligations and agreements contained herein and therein and as required to be performed or complied with prior to the Effective TimeDistribution Date or Trust Transfer Date, as applicable; (c) all Consents or Governmental Approvals required to complete the Separation and set forth on Schedule 7.01(c) shall have been received and be in full force and effect; (d) the Restructuring shall have been consummated in accordance with this Agreement; (e) all of the Offer Conditions shall have been satisfied or waived (other than those conditions to be satisfied on the Distribution Date or Trust Transfer Date, as applicable); (f) the Form 10 shall have been filed with, and declared effective by, the SEC, and there shall be no stop-order in effect with respect thereto; (g) Digimarc shall have established the Record Date and shall have provided notice to the National Association of Securities Dealers no later than ten (10) days prior to the Record Date in compliance with Rule 10b-17 under the Exchange Act; and (h) all Inter-Group Indebtedness shall have been paid in full.

Conditions to the Separation. The obligations of Cohesant Digimarc pursuant to this Agreement to effect the Separation shall be subject to the fulfillment (or waiver by CohesantDigimarc) at or prior to the Distribution Date of the following conditions. In no event shall the Separation occur unless the following conditions shall have been satisfied or waived (to the extent permitted by Cohesant or shall have been satisfiedapplicable Law) by Digimarc: (a) the Form 10 shall have become effective under the Exchange Act; (b) the Cohesant Board of Directors shall have approved the Restructuring, Distribution and Separation and shall not have abandoned, deferred or modified the Restructuring, Distribution and Separation at any time prior to the Record Date; (c) each of the Transaction Agreements shall have been duly executed and delivered by the parties thereto; and (d) all of the closing conditions of the Merger Agreement shall have been met or waived and the transactions contemplated by the Merger Agreement are set to close immediately following the Distribution and Separation; (eb) the Registration Statement shall have been filed with, and declared effective by, the SEC, and there shall be no stop-order in effect with respect thereto and the joint proxy and information statement shall have been mailed to Cohesant shareholders; (f) Cohesant shall have established the Record Date and shall have given the NASD not less than ten days’ advance notice each of the Record Date in compliance with Rule 10b-17 under the Exchange Act; (g) all Consents or Governmental Approvals required in connection with the transactions contemplated hereby shall have been received and be in full force and effect; (h) the Restructuring shall have been consummated in accordance with this Agreement; (i) all Inter-Company Indebtedness shall have been paid in full and all actions in respect of liability novation contemplated under Section 2.04 shall have occurred; and (j) the Transaction Agreements shall have been duly executed and delivered and such agreements shall be in full force and effect and the parties thereto shall have performed or complied with all of their respective covenants, obligations and agreements contained herein and therein and as required to be performed or complied with prior to the Effective TimeDistribution Date; (c) all Consents or Governmental Approvals required to complete the Separation and set forth on Schedule 7.01(c) shall have been received and be in full force and effect; (d) the Restructuring shall have been consummated in accordance with this Agreement; (e) all of the Offer Conditions shall have been satisfied or waived (other than those conditions to be satisfied on the Distribution Date); (f) the Form 10 shall have been filed with, and declared effective by, the SEC, and there shall be no stop-order in effect with respect thereto; (g) Digimarc shall have established the Record Date and shall have provided notice to the National Association of Securities Dealers no later than ten (10) days prior to the Record Date in compliance with Rule 10b-17 under the Exchange Act; and (h) all Inter-Group Indebtedness shall have been paid in full.

Conditions to the Separation. (a) The obligations undertaking of Cohesant pursuant to this Agreement U S WEST to effect the Separation shall be is subject to the fulfillment satisfaction of each of the following conditions, unless waived by the Board of Directors of U S WEST in its sole and absolute discretion: (or waiver i) All of the transactions contemplated by Cohesant) at this Agreement to be performed on or prior to the Distribution Date consummation of the following conditions. In no event shall the Separation occur unless the following conditions shall have been waived by Cohesant or consummated. (ii) The Form S-4, the Form 8-A and the Form 8-B/A shall each have been satisfied: (a) the Form 10 shall have become effective under the Exchange Act; (b) the Cohesant Board of Directors shall have approved the Restructuring, Distribution and Separation and shall not have abandoned, deferred or modified the Restructuring, Distribution and Separation at any time prior to the Record Date; (c) each of the Transaction Agreements shall have been duly executed and delivered by the parties thereto; and (d) all of the closing conditions of the Merger Agreement shall have been met or waived and the transactions contemplated by the Merger Agreement are set to close immediately following the Distribution and Separation; (e) the Registration Statement shall have been filed with, and declared effective by, by the SEC, and there shall be no stop-stop order in effect with respect thereto and the joint proxy and information statement shall be in effect. (iii) The Charter Amendments shall have been mailed to Cohesant shareholders;approved and adopted by the stockholders of U S WEST. (fiv) Cohesant The Charter Amendments shall have established been executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with Section 242 of the Delaware General Corporation Law. (v) The Board of Directors of U S WEST shall have set the Redemption Date and given notice of the Communications Redemption to the holders of Communications Stock. (vi) The Board of Directors of U S WEST shall have fixed the Record Date and shall have given declared the NASD not less than ten days’ advance notice of the Record Date in compliance with Rule 10b-17 under the Exchange Act;Media Dividend. (gvii) all Consents or Governmental Approvals required in connection with the transactions contemplated hereby The New U S WEST Common Stock shall have been received approved for listing on the NYSE and the PSE, subject to official notice of issuance. (viii) No order, injunction or decree shall have been issued by any Governmental Authority and remain in effect preventing the consummation of the Separation. (ix) All consents of, approvals of, notices to and filings with any Governmental Authority or any other Person necessary to consummate the Reorganization, the Contribution or the Separation shall have been obtained and be in full force and effect;. (hx) the Restructuring U S WEST shall have been consummated in accordance with this Agreement; (i) all Inter-Company Indebtedness shall have been paid in full and all actions in respect of liability novation contemplated under Section 2.04 shall have occurred; and (j) provided the Transaction Agreements shall have been duly executed and delivered and such agreements shall be in full force and effect NYSE and the parties thereto shall have performed or complied PSE with all the prior written notice of their respective covenants, obligations the Redemption Date and agreements contained herein and therein and the Record Date as required to be performed or complied with prior to by Rule 10b-17 of the Effective TimeExchange Act and the rules and regulations of the NYSE.