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 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 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 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) 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) 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.