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 are made and the waiting periods thereunder (if applicable) have been terminated or expired, (b) the approvals set forth in Section 5.3 of the IP/Spinco Disclosure Schedules have been obtained, (c) the applicable requirements of the Securities Act and the Exchange Act are 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 IP and Spinco, as applicable, and the consummation by IP, Spinco, xpedx Intermediate and xpedx of the Transactions, do not and will not: (w) conflict with or result in a breach of any provision of their respective certificates of incorporation or bylaws; (x) violate or conflict in any material respect with any Law or Order of any Governmental Authority applicable to IP, Spinco, xpedx Intermediate or xpedx 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; (y) 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 (z) 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 or acceleration, or result in the creation of any Encumbrance upon any of the properties or assets of IP or any of its 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 (z) 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 have, individually or in the aggregate, 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 5.3 3.3 of the IP/Spinco Transferor Disclosure Schedules have been obtained, (c) the applicable requirements of the Securities Act and the Exchange Act are met, met and (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 IP and SpincoTransferor, as applicablethe performance of the Transferor’s obligations hereunder or thereunder, and the consummation by IP, Spinco, xpedx Intermediate and xpedx Transferor of the Transactions, do not and will not: (w) 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; (x) violate or conflict in any material respect with any Law or Order of any Governmental Authority applicable to IP, Spinco, xpedx Intermediate Transferor or xpedx the Purchased Entity or by which any of the properties or assets that will be contributed to Assets of the Spinco Entities pursuant to the Distribution Agreement Transferred Business may be bound; (y) 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 (z) 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 or acceleration, or result in the creation of any Encumbrance upon any of the properties or assets of IP or any of its Subsidiaries that will be contributed to the Spinco Entities pursuant to the Distribution Agreement (including the xpedx Intermediate Membership Units) Transferred Business or give rise to any obligation, right of termination, cancellation, revocation, withdrawal, suspension, 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 Transferor or its Subsidiaries the Purchased Entity 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 boundparty, excluding in the case of clause (z) 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 have, individually or in the aggregate, a Spinco Material Adverse Effect.

Corporate Authority Relative to this Agreement; No Violation. Assuming (a) the filings required under the HSR Act are made and the waiting periods thereunder (if applicable) have been terminated or expired, (b) the approvals set forth in Section 5.3 6.3 of the IP/Spinco UWWH Disclosure Schedules have been obtained, (c) the applicable requirements of the Securities Act and the Exchange Act are 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 (fe) 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 IP UWWH and SpincoUnisource, as applicable, and the consummation by IP, Spinco, xpedx Intermediate UWWH and xpedx Unisource of the Transactions, do not and will not: (w) conflict with or result in a breach of any provision of their respective certificates of incorporation or bylaws; (x) violate or conflict in any material respect with any Law or Order of any Governmental Authority applicable to IP, Spinco, xpedx Intermediate UWWH or xpedx or by which any of the properties or assets that will be contributed to the Spinco Entities pursuant to the Distribution Agreement may be boundUnisource; (y) 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 (z) 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 or acceleration, or result in the creation of any Encumbrance upon any of the properties or assets of IP UWWH or any of its 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 UWWH Material Contract to which IP UWWH or its Subsidiaries Unisource 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 boundparty, excluding in the case of clause (z) 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 have, individually or in the aggregate, a Spinco 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, (b) the approvals set forth in Section 5.3 4.3 of the IP/Spinco Parent Disclosure Schedules have been obtained, (c) the applicable requirements of the Securities Act and the Exchange Act are met, met and (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 IP Parent, Issuer and SpincoGPI, as applicablethe performance of Parent’s and Issuer’s obligations hereunder and thereunder, and the consummation by IPParent, Spinco, xpedx Intermediate Issuer and xpedx GPI of the Transactions, do not and will not: (wi) conflict with or result in a breach of any provision of their respective certificates of incorporation or bylaws; (xii) violate or conflict in any material respect with any Law or Order of any Governmental Authority applicable to IPParent, Spinco, xpedx Intermediate Issuer or xpedx or by which any of the properties or assets that will be contributed to the Spinco Entities pursuant to the Distribution Agreement may be boundGPI; (yiii) 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 (ziv) 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 cancellation, revocation, withdrawal, suspension or accelerationacceleration 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 properties or assets Assets of IP Parent, Issuer or any of its 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 boundtheir Subsidiaries, excluding in the case of clause (ziv) 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 haveprevent, individually materially delay or in materially impair the aggregate, a Spinco Material Adverse Effect.consummation of the Transactions

Corporate Authority Relative to this Agreement; No Violation. Assuming (a) the filings required under the HSR Act 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 5.3 aside, annulled or suspended and any applicable requirements of the IP/Spinco 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, (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)documents, if any, as required by the DGCL and the DLLCADGCL, is made, the execution and delivery of this Agreement and the Transaction Ancillary Agreements by IP TWDC and Spinco, as applicable, and the consummation by IP, Spinco, xpedx Intermediate TWDC and xpedx Spinco of the Transactions, Transactions do not and will not: (w) violate or conflict with or result in a breach of any provision of their respective certificates of incorporation or bylaws; (x) violate or conflict in any material respect with any Law or Order of any Governmental Authority applicable to IP, Spinco, xpedx Intermediate TWDC or xpedx Spinco or by which any of the properties or assets that will be contributed to the Spinco Entities pursuant to the Distribution Separation Agreement may be bound; (y) 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 (z) 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 or acceleration, or result in the creation of any Encumbrance upon any of the properties or assets of IP or any of TWDC and its Subsidiaries that will be contributed to the Spinco Entities pursuant to the Distribution Separation 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 TWDC or its Subsidiaries Spinco is a party that will be contributed to the Spinco Entities pursuant to the Distribution Separation Agreement, or by which the Spinco Entities or the properties or assets that will be contributed to the Spinco Entities pursuant to the Distribution Separation Agreement may be bound, excluding in the case of clause clauses (w) through (z) 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 have or reasonably be expected to have, individually or in the aggregate, a Spinco Business Material Adverse Effect.

Corporate Authority Relative to this Agreement; No Violation. Assuming (a) the filings required under the HSR Act 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 5.3 aside, annulled or suspended and any applicable requirements of the IP/Spinco 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, (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 Company 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)documents, if any, as required by the DGCL and the DLLCADGCL, is made, the execution and delivery of this Agreement and the Transaction Ancillary Agreements by IP Company and SpincoMerger Sub, as applicable, and the consummation by IP, Spinco, xpedx Intermediate Company and xpedx Merger Sub of the Transactions, do not and will not: (w) violate or conflict with or result in a breach of any provision of their respective certificates of incorporation or bylaws; (x) violate or conflict in any material respect with any Law or Order of any Governmental Authority applicable to IP, Spinco, xpedx Intermediate Company or xpedx or by which any of the properties or assets that will be contributed to the Spinco Entities pursuant to the Distribution Agreement may be boundits Subsidiaries; (y) 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 (z) 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 or acceleration, or result in the creation of any Encumbrance upon any of the properties or assets of IP Company or any of its 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 Company 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 boundparty, excluding in the case of clause clauses (w) through (z) 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 have or reasonably be expected to have, individually or in the aggregate, a Spinco Company Material Adverse Effect.

Corporate Authority Relative to this Agreement; No Violation. Assuming (a) the filings required under the HSR Act (if applicable) are made and the waiting periods thereunder (if applicable) have been terminated or expired, (b) the approvals set forth in Section 5.3 of the IP/Spinco Disclosure Schedules have been obtained, (c) the applicable requirements of the Securities Act under federal securities Laws and the Exchange Act are met, (d) the requirements under any applicable state securities or blue sky Laws are met, (ec) the requirements of the NYSE an applicable Public Trading Market in respect of the listing of the shares of Spinco Common Stock to be issued pursuant hereto offered and sold in the Public Offering are met met, and (fd) 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)requirements, if any, as required by of the DGCL Financial Industry Regulatory Authority, Cede & Co. and the DLLCA, is madeThe Depository Trust Corporation are met, the execution and delivery of this Agreement and the Transaction Agreements by IP and Spinco, as applicablethe Company, and the consummation by IP, Spinco, xpedx Intermediate and xpedx the Company of the Transactions, do not and will not: not (w) conflict with or result in a breach of any provision of their respective certificates the certificate of incorporation or bylaws; bylaws of the Company, (x) violate or conflict in any material respect with any Law or Order of any Governmental Authority applicable to IPthe Company, Spinco, xpedx Intermediate or xpedx 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; (y) 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 (z) as of the date hereof, result in a material violation or breach of, constitute (with or without due notice or lapse of time or both) a material default under, or give rise to any right of termination, cancellation or acceleration, or result in the creation of any material Encumbrance upon any of the properties or assets of IP the Company or any of its 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 material obligation, right of termination, cancellation, acceleration or increase of any material 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 material to the Spinco Entities pursuant to the Distribution AgreementCompany and its Subsidiaries, 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 (z) 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 have, individually or in the aggregate, taken as a Spinco Material Adverse Effectwhole.

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 5.3 3.3(b) of the IP/Spinco Transferor Disclosure Schedules have been obtained, (c) the applicable requirements of the Securities Act and the Exchange Act are 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 IP Transferor and Spincothe Applicable Subsidiaries (as applicable), the performance of Transferor’s and each of the Applicable Subsidiaries’, as applicable, obligations hereunder or thereunder, and the consummation by IP, Spinco, xpedx Intermediate Transferor and xpedx the Applicable Subsidiaries of the Transactions, do not and will not: (wi) 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; (xii) violate or conflict in any material respect with any Law or Order of any Governmental Authority applicable to IP, Spinco, xpedx Intermediate Transferor or xpedx any of the Applicable Subsidiaries or by which any of the properties Transferred Assets or assets that will be contributed to the Spinco Entities pursuant to the Distribution Agreement Transferred Business may be bound; (yiii) 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 file, receive or receive give would be material; or (ziv) 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 or acceleration, or result in the creation of any Encumbrance upon any of the properties or assets of IP or any of its Subsidiaries that will be contributed to the Spinco Entities pursuant to the Distribution Agreement (including the xpedx Intermediate Membership Units) Transferred Assets or give rise to any obligation, right of termination, cancellation, revocation, withdrawal, suspension, 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 (other than a Shared Contract) to which IP Transferor or its Applicable 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 boundparty, excluding in the case of clause (ziv) 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 have, individually or in the aggregate, a Spinco Material Adverse Effect.