Common use of Governmental Filings; No Violations Clause in Contracts

Governmental Filings; No Violations. (a) Other than the necessary filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations (i) pursuant to Section 1.03, (ii) required under the HSR Act or any applicable foreign competition laws (the “Foreign Competition Laws”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Act, (iii) required to comply with state securities or “blue-sky” Laws, (iv) as may be required with or to the Federal Communications Commission (“FCC”) under the Communications Act of 1934, as amended (the “Communications Act”), or applicable rules and regulations promulgated thereunder (together with the Communications Act, the “Communications Laws”), and (v) as may be required with or to foreign and transnational Governmental Entities pursuant to applicable foreign and transnational Laws regarding the provision of broadcasting or audio-visual media services (such Governmental Entities, “Foreign Regulators”, and such laws, “Foreign Regulatory Laws”), no filings, notices and/or reports are required to be made by the Company or its Subsidiaries with, nor are any consents, registrations, approvals, permits, expirations of waiting periods or authorizations required to be obtained by the Company or its Subsidiaries from, any domestic, foreign or transnational governmental, competition or regulatory authority, court, arbitral tribunal agency, commission, body or other legislative, executive or judicial governmental entity or self-regulatory agency (each, a “Governmental Entity”) in connection with the execution, delivery and performance by each of the Company and SpinCo of the Transaction Documents to which it is or is contemplated to be a party or the consummation by the Company and SpinCo of the Mergers and the other Transactions, except, in each case, those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (b) The execution, delivery and performance by each of the Company and SpinCo of each Transaction Document to which it is a party does not, the execution, delivery and performance by each of the Company and SpinCo of each Transaction Document to which it is contemplated to be a party will not, and the consummation by each of the Company and SpinCo of the Transactions will not, constitute or result in (i) a breach or violation of, or a default under, the Company’s Restated Certificate of Incorporation (as amended from time to time, the “Company Charter”) or Amended and Restated By-Laws (as amended from time to time, the “Company Bylaws”) or the comparable governing instruments of SpinCo or any of the Company’s Subsidiaries, (ii) with or without the lapse of time or the giving of notice or both, a breach or violation of, a default or termination or modification (or right of termination or modification) under, payment of additional fees under, the creation or acceleration of any obligations under, or the creation of a Lien on any of the assets of the Company or any of its Subsidiaries pursuant to any agreement, lease, license, contract, consent, settlement, note, mortgage, indenture, arrangement, understanding or other obligation (“Contracts”) binding upon the Company or any of its Subsidiaries (other than Affiliation Agreements that are not Key Affiliation Agreements), or, assuming (solely with respect to performance of the Transaction Documents and consummation of the Transactions) the filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods and authorizations referred to in Section 3.04(a) are made or obtained and receipt of the Company Requisite Vote, under any Law, Order or License to which the Company or any of its Subsidiaries is subject or (iii) any change in the rights or obligations under any Contract to which the Company or any of its Subsidiaries is a party, except, in the case of clauses (ii) and (iii) above, for any such breach, violation, default, termination, modification, payment, acceleration, creation or change that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Governmental Filings; No Violations. (a) Other than the necessary filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations (i) pursuant to Section 1.03, (ii) required under the HSR Act or any applicable foreign competition laws (the “Foreign Competition Laws”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Act, (iii) required to comply with state securities or “blue-sky” Laws, (iv) as may be required with or to the Federal Communications Commission (“FCC”) under the Communications Act of 1934NYSE, as amended (the “Communications Act”), or applicable rules and regulations promulgated thereunder (together with the Communications Act, the “Communications Laws”), and (v) as may be required with or to foreign the FCC under the Communications Laws and transnational Governmental Entities (vi) as may be required with or to the Foreign Regulators pursuant to applicable foreign and transnational Laws regarding the provision of broadcasting or audio-visual media services (such Governmental Entities, “Foreign Regulators”, and such laws, “Foreign Regulatory Laws”), no filings, notices and/or reports are required to be made by Parent, the Company Merger Subs or its their Subsidiaries with, nor are any consents, registrations, approvals, permits, expirations of waiting periods or authorizations required to be obtained by Parent, the Company Merger Subs or its their Subsidiaries from, any domestic, foreign or transnational governmental, competition or regulatory authority, court, arbitral tribunal agency, commission, body or other legislative, executive or judicial governmental entity or self-regulatory agency (each, a “Governmental Entity”) , in connection with the execution, delivery and performance by each of Parent and the Company and SpinCo Merger Subs of the Transaction Documents to which it is or is contemplated to be a party or and the consummation by Parent and the Company and SpinCo Merger Subs of the Mergers and the other Transactions, except, in each case, those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Parent Material Adverse Effect. (b) The execution, delivery and performance by each of Parent and the Company and SpinCo Merger Subs of each Transaction Document to which it is a party does not, the execution, delivery and performance by each of Parent and the Company and SpinCo Merger Subs of each Transaction Document to which it is contemplated to be a party will not, and the consummation by each of Parent and the Company and SpinCo Merger Subs of the Transactions will not, constitute or result in (i) a breach or violation of, or a default under, the Company’s Restated Certificate certificate of Incorporation (as amended from time to timeincorporation or bylaws or, in the case of Merger LLC, the “Company Charter”) or Amended and Restated By-Laws (as amended from time to timelimited liability company operating agreement, the “Company Bylaws”) of Parent or the comparable governing instruments of SpinCo or any of the Company’s SubsidiariesMerger Subs, (ii) with or without the lapse of time or the giving of notice or both, a breach or violation of, a default or termination or modification (or right of termination or modification) under, payment of additional fees under, the creation or acceleration of any obligations under, or the creation of a Lien on any of the assets of the Company Parent or any of its Subsidiaries pursuant to any agreement, lease, license, contract, consent, settlement, note, mortgage, indenture, arrangement, understanding or other obligation (“Contracts”) Contract binding upon the Company Parent or any of its Subsidiaries (other than Affiliation Agreements that are not Key Affiliation Agreements)Subsidiaries, or, assuming (solely with respect to performance of the Transaction Documents and consummation of the Transactions) the filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods and authorizations referred to in Section 3.04(a4.04(a) are made or obtained and receipt of the Company Parent Requisite Vote, under any Law, Order or License to which the Company Parent or any of its Subsidiaries is subject or (iii) any change in the rights or obligations under any Contract to which the Company Parent or any of its Subsidiaries is a party, except, in the case of clauses (ii) and (iii) above, for any such breach, violation, default, termination, modification, payment, acceleration, creation or change that would not, individually or in the aggregate, reasonably be expected to have a Company Parent Material Adverse Effect.

Governmental Filings; No Violations. (ai) Other than the necessary filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations (iA) pursuant to Section 1.031.3, (iiB) required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act Act”) or any applicable foreign competition laws Laws (the “Foreign Competition Laws”)) in connection with the Merger, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Act of 1933, as amended (the “Securities Act”), (iiiC) required to comply with state securities or “blue-sky” Laws, (iv) as may be required with or to the Federal Communications Commission (“FCC”) under the Communications Act of 1934, as amended (the “Communications Act”), or applicable rules and regulations promulgated thereunder (together with the Communications Act, the “Communications Laws”), Laws and (vD) as may be required with or to foreign and transnational Governmental Entities pursuant to applicable foreign and transnational Laws regarding the provision of broadcasting or audio-visual media services (such Governmental Entities, “Foreign Regulators”, and such lawsLaws, “Foreign Regulatory Laws”), no filings, notices and/or reports are required to be made by the Company or its Subsidiaries with, nor are any consents, registrations, approvals, permits, expirations of waiting periods or authorizations required to be obtained by the Company or its Subsidiaries from, any domestic, foreign foreign, multinational or transnational governmental, competition or regulatory authority, court, arbitral tribunal agencytribunal, commission, body or other legislative, executive or judicial governmental entity or self-regulatory agency (including any political subdivision thereof or any state-owned or state-controlled enterprise) (each, a “Governmental Entity”) in connection with the execution, delivery and performance of this Agreement by each of the Company and SpinCo of the Transaction Documents to which it is or is contemplated to be a party or and/or the consummation by the Company and SpinCo of the Mergers Merger and the other Transactionstransactions contemplated hereby, except, in each case, those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected likely to have a Company Material Adverse EffectEffect or prevent, materially delay or materially impair the ability of the Company to consummate the Merger. (bii) The execution, delivery and performance of this Agreement by each of the Company and SpinCo of each Transaction Document to which it is a party does not, the execution, delivery and performance by each of the Company and SpinCo of each Transaction Document to which it is contemplated to be a party will do not, and the consummation by each the Company of the Company Merger and SpinCo of the Transactions other transactions contemplated hereby will not, constitute or result in (iA) a conflict with, a breach or violation of, or a default under, the Company’s Amended and Restated Certificate Articles of Incorporation of the Company, dated March 5, 2009 (as amended from time to time, the “Company CharterArticles of Incorporation”) or the Amended and Restated By-Laws Code of Regulations, dated March 5, 2009 (as amended from time to time, the “Company BylawsCode of Regulations”) or the comparable governing instruments of SpinCo or any of the Company’s its Significant Subsidiaries, (iiB) with or without the lapse of time or the giving of notice or both, a conflict with, a breach or violation of, a default or termination or modification (or right of termination or modification) under, payment of additional fees under, the loss of any benefit under, the creation or acceleration of any obligations under, or the creation of a Lien on any of the assets of the Company or any of its Subsidiaries pursuant to (1) any agreement, lease, license, contract, consent, settlement, note, mortgage, indenture, arrangement, understanding or other obligation (“Contracts”) binding upon the Company or any of its Subsidiaries (other than Affiliation Agreements that are not Key Affiliation Agreements)Subsidiaries, or, (2) assuming (solely with respect to performance of the Transaction Documents this Agreement and consummation of the TransactionsMerger and the other transactions contemplated hereby) the filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods and authorizations referred to in Section 3.04(a5.1(d)(i) are made or obtained and receipt of the Company Requisite Vote, under any Law, Order or License to which the Company or any of its Subsidiaries is subject or (iiiC) any change in the rights or obligations under any Contract to which the Company or any of its Subsidiaries is a party, except, in the case of clauses (iiB) and (iiiC) above, for any such breach, violation, default, termination, modification, payment, acceleration, creation or change that would not, individually or in the aggregate, reasonably be expected likely to have a Company Material Adverse Effect.

Governmental Filings; No Violations. (ai) Other than the necessary filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations (iA) pursuant to Section 1.031.3, (iiB) required under the HSR Act or any applicable foreign competition laws (the “Foreign Competition Laws”)Laws in connection with the Merger, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Act, (iiiC) required to comply with state securities or “blue-sky” Laws, (iv) as may be required with or to the Federal Communications Commission (“FCC”) under the Communications Act of 1934, as amended (the “Communications Act”), or applicable rules and regulations promulgated thereunder (together with the Communications Act, the “Communications Laws”), Laws and (vD) as may be required with or to foreign and transnational Governmental Entities pursuant to applicable foreign Foreign Regulatory Laws and transnational Laws regarding the provision of broadcasting or audio-visual media services (such Governmental Entities, “Foreign Regulators”, and such laws, “Foreign Regulatory Laws”), no filings, notices and/or reports are required to be made by the Company Parent or its Merger Sub or their Subsidiaries with, nor are any consents, registrations, approvals, permits, expirations of waiting periods or authorizations required to be obtained by the Company Parent or its Merger Sub or their Subsidiaries from, from any domestic, foreign or transnational governmental, competition or regulatory authority, court, arbitral tribunal agency, commission, body or other legislative, executive or judicial governmental entity or self-regulatory agency (each, a “Governmental Entity”) Entity in connection with the execution, delivery and performance of this Agreement by each of the Company Parent and SpinCo of the Transaction Documents to which it is or is contemplated to be a party or Merger Sub and/or the consummation by the Company Parent and SpinCo Merger Sub of the Mergers Merger and the other Transactionstransactions contemplated hereby, except, in each case, those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected likely to have a Company Parent Material Adverse EffectEffect or prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the Merger. (bii) The execution, delivery and performance of this Agreement by each of the Company Parent and SpinCo of each Transaction Document to which it is a party Merger Sub does not, the execution, delivery and performance by each of the Company and SpinCo of each Transaction Document to which it is contemplated to be a party will not, and the consummation by each Parent and Merger Sub of the Company Merger and SpinCo of the Transactions other transactions contemplated hereby will not, constitute or result in (iA) a conflict with, a breach or violation of, or a default under, the Company’s Restated Certificate of Incorporation of Parent as currently in effect (as amended from time to time, the “Company CharterParent Certificate of Incorporation”) or Amended and Restated By-Laws the Bylaws of Parent as currently in effect (as amended from time to time, the “Company Parent Bylaws”) or the comparable governing instruments of SpinCo Merger Sub or of any of the CompanyParent’s Significant Subsidiaries, (iiB) with or without the lapse of time or the giving of notice or both, conflict with, a breach or violation of, a default or termination or modification (or right of termination or modification) under, payment of additional fees under, the loss of any benefit under, the creation or acceleration of any obligations under, or the creation of a Lien on any of the assets of the Company Parent or any of its Subsidiaries pursuant to (1) any agreement, lease, license, contract, consent, settlement, note, mortgage, indenture, arrangement, understanding or other obligation (“Contracts”) Contract binding upon the Company Parent or any of its Subsidiaries (other than Affiliation Agreements that are not Key Affiliation Agreements)Subsidiaries, or, (2) assuming (solely with respect to performance of the Transaction Documents this Agreement and consummation of the TransactionsMerger and the other transactions contemplated hereby) the filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods and authorizations referred to in Section 3.04(a5.2(d)(i) are made or obtained and receipt of assuming the Company Parent Requisite VoteVote is received, under any Law, Order or License to which the Company Parent or any of its Subsidiaries is subject or (iiiC) any change in the rights or obligations under any Contract to which the Company Parent or any of its Subsidiaries is a party, except, in the case of clauses (iiB) and (iiiC) above, for any such breach, violation, default, termination, modification, payment, acceleration, creation or change that would not, individually or in the aggregate, reasonably be expected likely to have a Company Parent Material Adverse Effect.

Governmental Filings; No Violations. (a) Other than the necessary filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations (i) pursuant to Section 1.03, (ii) required under the HSR Act or any applicable foreign competition laws (the “Foreign Competition Laws”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Act, (iii) required to comply with state securities or “blue-sky” Laws, (iv) as may be required with or to the Federal Communications Commission (“FCC”) under the Communications Act of 1934, as amended (the “Communications Act”), or applicable rules and regulations promulgated thereunder (together with the Communications Act, the “Communications Laws”), and (v) as may be required with or to foreign and transnational Governmental Entities pursuant to applicable foreign and transnational Laws regarding the provision of broadcasting or audio-visual media services (such Governmental Entities, “Foreign Regulators”, and such laws, “Foreign Regulatory Laws”), no filings, notices and/or reports are required to be made by the Company or its Subsidiaries with, nor are any consents, registrations, approvals, permits, expirations of waiting periods or authorizations required to be obtained by the Company or its Subsidiaries from, any domestic, foreign or transnational governmental, competition or regulatory authority, court, arbitral tribunal agency, commission, body or other legislative, executive or judicial governmental entity or self-regulatory agency (each, a “Governmental Entity”) in connection with the execution, delivery and performance by each of the Company and SpinCo of the Transaction Documents to which it is or is contemplated to be a party or the consummation by the Company and SpinCo of the Mergers Wax Merger and the other Transactions, except, in each case, those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The representations and warranties set forth in this Section 3.04(a) shall apply with respect to the Amended and Restated Agreement and are made as of the Execution Date. (b) The execution, delivery and performance by each of the Company and SpinCo of each Transaction Document to which it is a party does not, the execution, delivery and performance by each of the Company and SpinCo of each Transaction Document to which it is contemplated to be a party will not, and the consummation by each of the Company and SpinCo of the Transactions will not, constitute or result in (i) a breach or violation of, or a default under, the Company’s Restated Certificate of Incorporation (as amended from time to time, the “Company Charter”) or Amended and Restated By-Laws (as amended from time to time, the “Company Bylaws”) or the comparable governing instruments of SpinCo or any of the Company’s Subsidiaries, (ii) with or without the lapse of time or the giving of notice or both, a breach or violation of, a default or termination or modification (or right of termination or modification) under, payment of additional fees under, the creation or acceleration of any obligations under, or the creation of a Lien on any of the assets of the Company or any of its Subsidiaries pursuant to any agreement, lease, license, contract, consent, settlement, note, mortgage, indenture, arrangement, understanding or other obligation (“Contracts”) binding upon the Company or any of its Subsidiaries (other than Affiliation Agreements that are not Key Affiliation Agreements), or, assuming (solely with respect to performance of the Transaction Documents and consummation of the Transactions) the filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods and authorizations referred to in Section 3.04(a) are made or obtained and receipt of the Company Requisite Vote, under any Law, Order or License to which the Company or any of its Subsidiaries is subject or (iii) any change in the rights or obligations under any Contract to which the Company or any of its Subsidiaries is a party, except, in the case of clauses (ii) and (iii) above, for any such breach, violation, default, termination, modification, payment, acceleration, creation or change that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The representations and warranties set forth in this Section 3.04(b)(i) shall apply with respect to the Amended and Restated Agreement and are made as of the Execution Date.

Governmental Filings; No Violations. (ai) Other than the necessary filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations (iA) pursuant to Section 1.031.3, (iiB) required under the HSR Act or any applicable foreign competition laws (the “Foreign Competition Laws”)) in connection with the Mergers, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Act, (iiiC) required to comply with state securities or “blue-sky” Laws, (ivD) as may be required with or to the Federal Communications Commission (“FCC”) under the Communications Act of 1934, as amended (the “Communications Act”), or applicable rules and regulations promulgated thereunder (together with the Communications Act, the “Communications Laws”), (E) as may be required with or to the local and state public utility commissions or similar local and state regulatory bodies (each, a “PUC”) and other local and state Governmental Entities pursuant to applicable local and state Laws regulating the telecommunications business or services (“Utilities Laws”) and (vF) as may be required with or to foreign and transnational Governmental Entities pursuant to applicable foreign and transnational Laws regarding the provision of broadcasting or audio-visual media services (such Governmental Entities, “Foreign Regulators”, and such laws, “Foreign Regulatory Laws”), no filings, notices and/or reports are required to be made by the Company or its Subsidiaries with, nor are any consents, registrations, approvals, permits, expirations of waiting periods or authorizations required to be obtained by the Company or its Subsidiaries from, any domestic, foreign or transnational governmental, competition or regulatory authority, court, arbitral tribunal agency, commission, body or other legislative, executive or judicial governmental entity or self-regulatory agency (each, a “Governmental Entity”) in connection with the execution, delivery and performance of this Agreement by each of the Company and SpinCo of the Transaction Documents to which it is or is contemplated to be a party or and/or the consummation by the Company and SpinCo of the Mergers and the other Transactionstransactions contemplated hereby, except, in each case, those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected likely to have a Company Material Adverse Effect. (bii) The execution, delivery and performance of this Agreement by each of the Company and SpinCo of each Transaction Document to which it is a party does not, the execution, delivery and performance by each of the Company and SpinCo of each Transaction Document to which it is contemplated to be a party will do not, and the consummation by each the Company of the Company Mergers and SpinCo of the Transactions other transactions contemplated hereby will not, constitute or result in (iA) a breach or violation of, or a default under, the Company’s Restated Certificate of Incorporation Incorporation, effective as of July 27, 2007 and as amended on June 4, 2008, March 27, 2009, August 13, 2009, May 24, 2011 and December 31, 2011 (as amended from time to timeso amended, the “Company Charter”) or Amended and Restated By-Laws (Laws, as amended from time to timethrough January 28, 2016 (the “Company Bylaws”) or the comparable governing instruments of SpinCo or any of the Company’s its Significant Subsidiaries, (iiB) with or without the lapse of time or the giving of notice or both, a breach or violation of, a default or termination or modification (or right of termination or modification) under, payment of additional fees under, the creation or acceleration of any obligations under, or the creation of a Lien on any of the assets of the Company or any of its Subsidiaries pursuant to any agreement, lease, license, contract, consent, settlement, note, mortgage, indenture, arrangement, understanding or other obligation (“Contracts”) binding upon the Company or any of its Subsidiaries (other than Affiliation Agreements that are not Key Affiliation Agreements)Subsidiaries, or, assuming (solely with respect to performance of the Transaction Documents this Agreement and consummation of the TransactionsMergers and the other transactions contemplated hereby) the filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods and authorizations referred to in Section 3.04(a5.1(d)(i) are made or obtained and receipt of the Company Requisite Vote, under any Law, Order or License to which the Company or any of its Subsidiaries is subject or (iiiC) any change in the rights or obligations under any Contract to which the Company or any of its Subsidiaries is a party, except, in the case of clauses (iiB) and (iiiC) above, for any such breach, violation, default, termination, modification, payment, acceleration, creation or change that would not, individually or in the aggregate, reasonably be expected likely to have a Company Material Adverse Effect. (iii) As of the date of this Agreement, the Company is not party to or bound by any Contract that is material to the Company and its Subsidiaries, taken as a whole.

Governmental Filings; No Violations. (ai) Other than the necessary filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations (iA) pursuant to Section 1.031.3, (iiB) required under the HSR Act or any applicable foreign competition laws (the “Foreign Competition Laws”)Laws in connection with the Mergers, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Act, (iiiC) required to comply with state securities or “blue-sky” Laws, (ivD) as may be required with or to the Federal Communications Commission (“FCC”) FCC under the Communications Act of 1934Laws, as amended (the “Communications Act”), or applicable rules and regulations promulgated thereunder (together with the Communications Act, the “Communications Laws”), and (vE) as may be required with or to foreign the PUCs and transnational other local and state Governmental Entities pursuant to applicable foreign local and transnational state Utilities Laws regarding and (F) as may be required with or to the provision of broadcasting or audio-visual media services (such Governmental Entities, “Foreign Regulators”, and such laws, “Regulators pursuant to Foreign Regulatory Laws”), no filings, notices and/or reports are required to be made by the Company Parent or its Subsidiaries Corporate Sub with, nor are any consents, registrations, approvals, permits, expirations of waiting periods or authorizations required to be obtained by the Company Parent or its Subsidiaries Corporate Sub from, any domestic, foreign or transnational governmental, competition or regulatory authority, court, arbitral tribunal agency, commission, body or other legislative, executive or judicial governmental entity or self-regulatory agency (each, a “Governmental Entity”) , in connection with the execution, delivery and performance of this Agreement by each of the Company Parent and SpinCo of the Transaction Documents to which it is or is contemplated to be a party or Merger Subs and the consummation by the Company Parent and SpinCo Merger Subs of the Mergers and the other Transactionstransactions contemplated hereby, except, in each case, those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected likely to have a Company Parent Material Adverse Effect. (bii) The execution, delivery and performance of this Agreement by each of the Company Parent and SpinCo of each Transaction Document to which it is a party does not, the execution, delivery and performance by each of the Company and SpinCo of each Transaction Document to which it is contemplated to be a party will Merger Subs do not, and the consummation by each Parent and Merger Subs of the Company Mergers and SpinCo of the Transactions other transactions contemplated hereby will not, constitute or result in (iA) a breach or violation of, or a default under, the Company’s Restated Certificate certificate of Incorporation (as amended from time to timeincorporation or bylaws or, in the case of Merger LLC, the “Company Charter”) limited liability company operating agreement, of Parent or Amended and Restated By-Laws (as amended from time to time, the “Company Bylaws”) or the comparable governing instruments of SpinCo or any of the Company’s SubsidiariesMerger Subs, (iiB) with or without the lapse of time or the giving of notice or both, a breach or violation of, a default or termination or modification (or right of termination or modification) under, payment of additional fees under, the creation or acceleration of any obligations under, or the creation of a Lien on any of the assets of the Company Parent or any of its Subsidiaries pursuant to any agreement, lease, license, contract, consent, settlement, note, mortgage, indenture, arrangement, understanding or other obligation (“Contracts”) Contract binding upon the Company Parent or any of its Subsidiaries (other than Affiliation Agreements that are not Key Affiliation Agreements)Subsidiaries, or, assuming (solely with respect to performance of the Transaction Documents this Agreement and consummation of the TransactionsMergers and the other transactions contemplated hereby) the filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods and authorizations referred to in Section 3.04(a5.2(d)(i) are made or obtained and receipt of the Company Requisite Voteobtained, under any Law, Order or License to which the Company Parent or any of its Subsidiaries is subject or (iiiC) any change in the rights or obligations under any Contract to which the Company Parent or any of its Subsidiaries is a party, except, in the case of clauses (iiB) and (iiiC) above, for any such breach, violation, default, termination, modification, payment, acceleration, creation or change that would not, individually or in the aggregate, reasonably be expected likely to have a Company Parent Material Adverse Effect.

Governmental Filings; No Violations. (a) Other Assuming the accuracy of Parent’s and Merger Sub’s representations and warranties in Section 4.5(a), and other than the necessary filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations (i) pursuant to Section 1.03, (ii) required under the HSR Act or any applicable foreign competition laws (the “Foreign Competition Laws”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Act, (iii) required to comply with state securities or “blue-sky” Laws, (iv) as may be required with or to the Federal Communications Commission (“FCC”) under the Communications Act of 1934, as amended (the “Communications Act”), or applicable rules and regulations promulgated thereunder (together with the Communications Act, the “Communications Laws”), and (v) as may be required with or to foreign and transnational Governmental Entities pursuant to applicable foreign and transnational Laws regarding the provision of broadcasting or audio-visual media services (such Governmental Entities, “Foreign Regulators”, and such laws, “Foreign Regulatory Laws”), no filings, notices and/or reports are required to be made by the Company or its Subsidiaries with, nor are any consents, registrations, approvals, permits, expirations of waiting periods or authorizations required to be obtained by the Company or its Subsidiaries from, any domestic, foreign or transnational governmental, competition or regulatory authority, court, arbitral tribunal agency, commission, body or other legislative, executive or judicial governmental entity or self-regulatory agency (each, a “Governmental Entity”) in connection with the execution, delivery and performance by each of the Company and SpinCo of the Transaction Documents to which it is or is contemplated to be a party or the consummation by the Company and SpinCo of the Mergers and the other Transactions, except, in each case, those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (b) The execution, delivery and performance by each of the Company and SpinCo of each Transaction Document to which it is a party does not, the execution, delivery and performance by each of the Company and SpinCo of each Transaction Document to which it is contemplated to be a party will not, and the consummation by each of the Company and SpinCo of the Transactions will not, constitute or result in (i) a breach or violation of, or a default under, the Company’s Restated Certificate of Incorporation (as amended from time to time, the “Company Charter”) or Amended and Restated By-Laws (as amended from time to time, the “Company Bylaws”) or the comparable governing instruments of SpinCo or any of the Company’s Subsidiaries, (ii) with or without the lapse of time or the giving of notice or both, a breach or violation of, a default or termination or modification (or right of termination or modification) under, payment of additional fees under, the creation or acceleration of any obligations under, or the creation of a Lien on any of the assets of the Company or any of its Subsidiaries pursuant to any agreement, lease, license, contract, consent, settlement, note, mortgage, indenture, arrangement, understanding or other obligation (“Contracts”) binding upon the Company or any of its Subsidiaries (other than Affiliation Agreements that are not Key Affiliation Agreements), or, assuming (solely with respect to performance of the Transaction Documents and consummation of the Transactions) the filings, notices, reports, consents, registrations, approvals, permitspermits or authorizations (i) under any Antitrust Law, expirations (ii) under any Foreign Investment Law, (iii) under the other Regulatory Approvals, (iv) pursuant to the DGCL, (v) required to be made with or obtained from the SEC, (vi) required to be made with or by NYSE, (vii) such other items required solely by reason of the participation and identity of Parent in the Transactions and (viii) under any Takeover Statutes and state securities and “blue sky” Laws, in each case of the foregoing clauses as applicable, no waiting periods periods, filings, notices, reports, consents, registrations, approvals, permits or authorizations are required to be made or obtained by the Company or any of its Subsidiaries with or from any Governmental Entity in connection with the execution and authorizations delivery of and performance under this Agreement by the Company, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or prevent, materially impair or materially delay the ability of the Company to consummate the Transactions. (b) The execution, delivery and performance of this Agreement by the Company do not and the consummation of the Transactions by the Company will not (i) constitute or result in a breach or violation of or conflict with the Organizational Documents of the Company or any of its Subsidiaries or (ii) assuming compliance with the matters (including the filings, notices and approvals having been obtained or made, as applicable, and the expiration or termination of any waiting periods) referred to in Section 3.04(a3.4(a), and the Requisite Company Vote has been obtained, (A) are made violate or obtained and receipt of the Company Requisite Vote, under conflict with any Law, Order or License Law to which the Company or any of its Subsidiaries is subject or (iiiB) with notice, lapse of time or both, constitute a breach of or default under, or cause or permit the termination, acceleration or creation of any change in right or obligation under, or the rights creation of an Encumbrance on any of the rights, properties or obligations under any Contract to which assets of the Company or any of its Subsidiaries is a partypursuant to, in each case of this clause (ii)(B), any provision of any material Contract (including any Company Material Contract) binding upon the Company or any of its Subsidiaries, except, in the case of clauses clause (ii) and (iii) above), for any such breach, violation, default, termination, modification, payment, acceleration, creation or change that as would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect or prevent, materially impair, or materially delay the ability of the Company to consummate the Transactions.

Governmental Filings; No Violations. (a) Other than the necessary filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations Except for (i) pursuant to Section 1.03filings required by the applicable requirements of the Exchange Act, (ii) the filing and recordation of appropriate merger documents as required under by the HSR Act or any applicable foreign competition laws (the “Foreign Competition Laws”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities ActNYLLCL, (iii) required to comply with state filings, if any, under the securities or “blue-sky” Lawsblue sky laws or takeover statutes, (iv) as may be required filings in connection with any applicable transfer or to the Federal Communications Commission (“FCC”) under the Communications Act of 1934, as amended (the “Communications Act”), or other taxes in any applicable rules and regulations promulgated thereunder (together with the Communications Act, the “Communications Laws”), jurisdiction and (v) as may be required with or to foreign filings under applicable alcohol and transnational Governmental Entities pursuant to applicable foreign beverage laws and transnational Laws regarding the provision of broadcasting or audio-visual media services (such Governmental Entitiesregulations, “Foreign Regulators”no filing with, and such lawsno permit, “Foreign Regulatory Laws”)authorization, no filings, notices and/or reports are required to be made by the Company consent or its Subsidiaries with, nor are any consents, registrations, approvals, permits, expirations of waiting periods or authorizations required to be obtained by the Company or its Subsidiaries fromapproval of, any domestic, foreign or transnational governmental, competition or regulatory authority, court, arbitral tribunal agency, commission, public body or other legislative, executive or judicial governmental entity or self-regulatory agency (each, a “Governmental Entity”) in connection with the execution, delivery and performance by each of the Company and SpinCo of the Transaction Documents to which it authority is or is contemplated to be a party or necessary for the consummation by the Company and SpinCo Mergeco of the Mergers and the other Transactionstransactions contemplated by this Agreement, except, in each case, those that the failure to make or obtain would notwhich is reasonably likely to impair the ability of Mergeco to perform its obligations hereunder or to consummate the transactions contemplated hereby. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby nor compliance by Mergeco with any of the provisions hereof will (x) conflict with or result in any violation of any provision of the articles of organization or operating agreement of Mergeco, (y) result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which Mergeco is a party, or by which it or any of its properties or assets is bound or (z) assuming the truth of the representations and warranties of the Company hereunder and its compliance with all agreements contained herein and assuming the due making of all filings or obtaining of all permits, authorizations, consents and approvals referred to in the preceding sentence, violate any statute, rule, regulation, order, injunction, writ or decree of any public body or authority by which Mergeco or any of its properties or assets is bound, excluding from the foregoing clauses (y) and (z) conflicts, violations, breaches or defaults which, either individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (b) The execution, delivery and performance by each of the Company and SpinCo of each Transaction Document to which it is a party does not, the execution, delivery and performance by each of the Company and SpinCo of each Transaction Document to which it is contemplated to be a party will not, and the consummation by each of the Company and SpinCo of the Transactions will not, constitute or result in (i) a breach or violation of, or a default under, the Company’s Restated Certificate of Incorporation (as amended from time to time, the “Company Charter”) or Amended and Restated By-Laws (as amended from time to time, the “Company Bylaws”) or the comparable governing instruments of SpinCo or any of the Company’s Subsidiaries, (ii) with or without the lapse of time or the giving of notice or both, a breach or violation of, a default or termination or modification (or right of termination or modification) under, payment of additional fees under, the creation or acceleration of any obligations under, or the creation of a Lien on any of the assets of the Company or any of its Subsidiaries pursuant to any agreement, lease, license, contract, consent, settlement, note, mortgage, indenture, arrangement, understanding or other obligation (“Contracts”) binding upon the Company or any of its Subsidiaries (other than Affiliation Agreements that are not Key Affiliation Agreements), or, assuming (solely with respect reasonably likely to performance impair materially the ability of Mergeco to perform its obligations hereunder or to consummate the Transaction Documents and consummation of the Transactions) the filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods and authorizations referred to in Section 3.04(a) are made or obtained and receipt of the Company Requisite Vote, under any Law, Order or License to which the Company or any of its Subsidiaries is subject or (iii) any change in the rights or obligations under any Contract to which the Company or any of its Subsidiaries is a party, except, in the case of clauses (ii) and (iii) above, for any such breach, violation, default, termination, modification, payment, acceleration, creation or change that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effecttransactions contemplated hereby.

Governmental Filings; No Violations. (a) Other than (A) the necessary filingsInterim Order and any approvals required by the Interim Order, (B) the Final Order, (C) the Arrangement Filings under the NSCA, (D) the Regulatory Clearances (and making the Competition Filings), (E) compliance with any Applicable Securities Laws, including the rules and policies of the Exchanges and (F) except as, individually or in the aggregate, would not reasonably be expected to result in a Parent Material Adverse Change, no notices, reports, consents, registrations, approvals, permits, expirations of waiting periods reports or authorizations (i) pursuant to Section 1.03, (ii) required under the HSR Act or any applicable foreign competition laws (the “Foreign Competition Laws”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Act, (iii) required to comply with state securities or “blue-sky” Laws, (iv) as may be required with or to the Federal Communications Commission (“FCC”) under the Communications Act of 1934, as amended (the “Communications Act”), or applicable rules and regulations promulgated thereunder (together with the Communications Act, the “Communications Laws”), and (v) as may be required with or to foreign and transnational Governmental Entities pursuant to applicable foreign and transnational Laws regarding the provision of broadcasting or audio-visual media services (such Governmental Entities, “Foreign Regulators”, and such laws, “Foreign Regulatory Laws”), no filings, notices and/or reports other filings are required to be made by the Company or any of its Subsidiaries with, nor are any consents, registrations, approvals, permits, expirations of waiting periods Permits or authorizations required to be obtained by the Company or any of its Subsidiaries from, any domestic, foreign or transnational governmental, competition or regulatory authority, court, arbitral tribunal agency, commission, body or other legislative, executive or judicial governmental entity or self-regulatory agency (each, a “Governmental Entity”) , in connection with the executionexecution and delivery by the Parent and the Purchaser of this Agreement, delivery and the performance by each the Parent and the Purchaser of the Company and SpinCo of the Transaction Documents to which it is or is contemplated to be a party their obligations under this Agreement or the consummation by the Company Parent and SpinCo the Purchaser of the Mergers and the other Transactions, except, in each case, those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (b) The execution, execution and delivery of this Agreement by the Parent and performance by each of the Company and SpinCo of each Transaction Document to which it is a party does not, the execution, delivery and performance by each of the Company and SpinCo of each Transaction Document to which it is contemplated to be a party will Purchaser do not, and the performance by the Parent and the Purchaser of its respective obligations under this Agreement and the consummation by each of the Company Parent and SpinCo the Purchaser of the Transactions will not, constitute or result in (iA) a breach or violation of, or a default (or an event which with notice or lapse of time or both would become a default) under, the Company’s Restated Certificate certificate of Incorporation incorporation or bylaws of the Parent or the Purchaser (as amended from time to time, the “Company Charter”) or Amended and Restated By-Laws (as amended from time to time, the “Company Bylaws”) or the comparable governing instruments of SpinCo or any of the Company’s Subsidiariesdocuments), (iiB) with or without the lapse of time or the giving of notice or both, a breach or violation of, a default or termination or modification cancelation (or right of termination or modificationcancelation) under, payment or a default (or an event which with notice or lapse of additional fees time or both would become a default) under, the creation or acceleration of any obligations Liabilities under, or any change in the rights, benefits or obligations of any party under, any Contract or Permit to which the Parent or any of its Subsidiaries is a party or by which the Parent, any of its Subsidiaries or any of their respective properties or assets may be bound, (C) assuming compliance with the matters referred to in Section 3(a) of Schedule D and receipt of the Requisite Shareholder Approval at the Company Meeting, a violation of any Law or Order to which the Parent, any of its Subsidiaries or any of their respective properties or assets may be subject or (D) the creation of a Lien on any of the assets or properties of the Company Parent or any of its Subsidiaries pursuant to any agreement, lease, license, contract, consent, settlement, note, mortgage, indenture, arrangement, understanding or other obligation (“Contracts”) binding upon the Company or any of its Subsidiaries (other than Affiliation Agreements that are not Key Affiliation Agreements), or, assuming (solely with respect to performance of the Transaction Documents and consummation of the Transactions) the filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods and authorizations referred to in Section 3.04(a) are made or obtained and receipt of the Company Requisite Vote, under any Law, Order or License to which the Company or any of its Subsidiaries is subject or (iii) any change in the rights or obligations under any Contract to which the Company or any of its Subsidiaries is a partySubsidiaries, except, in the case of clauses clause (iiB) and or (iiiD) above, for any such breach, violation, termination, default, termination, modification, paymentcreation, acceleration, creation change, loss, impairment or change that would notpayment that, individually or in the aggregate, would not reasonably be expected to have to, result in a Company Parent Material Adverse EffectChange.

Governmental Filings; No Violations. (a) Other than the filing with the SEC of the Distribution Registration Statement and the RMT Partner Registration Statement, the filing of any amendment to the Organizational Documents of Spinco to effect the Separation and Distribution and the necessary filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations (i) pursuant to Section 1.032.3, (ii) required under the rules and regulations of the NYSE and NASDAQ, (iii) required under the HSR Act or any other applicable foreign competition laws (the “Foreign Competition Antitrust Laws”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Act, (iiiiv) required to comply with state securities or “blue-sky” Laws, (ivv) as may be required with or to the Federal Communications Commission (“FCC”) FCC under the Communications Act of 1934Laws, as amended (the “Communications Act”), or applicable rules and regulations promulgated thereunder (together with the Communications Act, the “Communications Laws”), and (vvi) as may be required with or to foreign the PUCs and transnational other local and state Governmental Entities pursuant to applicable foreign Utilities Laws and transnational Laws regarding the provision of broadcasting (vii) as may be required with or audio-visual media services (such Governmental Entities, “to Foreign Regulators”, and such laws, “Regulators pursuant to Foreign Regulatory Laws”), no filings, notices and/or or reports are required to be made by the Company or its Subsidiaries any Spinco Entity with, nor are any consents, registrations, approvals, permits, expirations of waiting periods or authorizations required to be obtained by the Company or its Subsidiaries any Spinco Entity from, any domestic, foreign or transnational governmental, competition or regulatory authority, court, arbitral tribunal agency, commission, body or other legislative, executive or judicial governmental entity or self-regulatory agency (each, a “Governmental Entity”) Entity in connection with the execution, delivery and performance of this Agreement by each of the Company and SpinCo of the Transaction Documents to which it is or is contemplated to be a party Spinco or the consummation by the Company and SpinCo Spinco of the Mergers and the other Transactions, except, in each case, those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected likely to have a Company Spinco Material Adverse EffectEffect or to prevent, materially delay or materially impair the ability of Spinco to consummate the Transactions. (b) The execution, delivery and performance by each Spinco of this Agreement and the Company and SpinCo of each Transaction Document Documents to which it is a party does not, the execution, delivery and performance by each of the Company and SpinCo of each Transaction Document to which it is contemplated to or will be a party as of the Effective Time do not and will not, and the consummation by each of the Company and SpinCo Spinco of the Transactions and the transactions contemplated by such other Transaction Documents will not, constitute or result in (i) a breach or violation of, or a default under, the Company’s Restated Certificate Organizational Documents of Incorporation (as amended from time to time, the “Company Charter”) or Amended and Restated By-Laws (as amended from time to time, the “Company Bylaws”) or the comparable governing instruments of SpinCo or any of the Company’s SubsidiariesSpinco Entity, (ii) with or without the lapse of time or the giving of notice or both, a breach or violation of, a default or termination or modification (or right of termination or modification) under, payment of additional fees under, the creation or acceleration of any obligations under, or the creation of a Lien on any of the assets of the Company or any of its Subsidiaries pursuant to any agreement, lease, license, contract, consent, settlement, note, mortgage, indenture, arrangement, understanding or other obligation (“Contracts”) Contracts binding upon the Company or any of its Subsidiaries (other than Affiliation Agreements that are not Key Affiliation Agreements)Spinco Entity, or, assuming (solely with respect to the performance of this Agreement and the Transaction Documents and consummation of the Transactions) the filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods and authorizations referred to in Section 3.04(a6.4(a) are made or obtained and receipt of the Company Requisite Voteobtained, under any Law, Governmental Order or License to which the Company or any of its Subsidiaries Spinco Entity is subject or (iii) any change in the rights or obligations under any Contract to which the Company or any of its Subsidiaries Spinco Entity is a party, except, in the case of clauses (ii) and (iii) above, for any such breach, violation, default, termination, modification, payment, acceleration, creation or change that would not, individually or in the aggregate, reasonably be expected likely to have a Company Spinco Material Adverse EffectEffect or to prevent, materially delay or materially impair the ability of Spinco to consummate the Transactions.

Governmental Filings; No Violations. (a) Other than the necessary filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations (i) pursuant to Section 1.03the Canada Business Corporations Act, (ii) required under the HSR Act or any applicable foreign competition laws (Act, the “Foreign Competition Laws”)Exchange Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the applicable Canadian Securities ActLaws, (iii) required to comply be made with the NYSE and the TSX, and (iv) state securities or provincial securities, takeover, public utility and “blue-blue sky” Laws, (iv) as may be required with or to the Federal Communications Commission (“FCC”) under the Communications Act of 1934, as amended (the “Communications Act”), or applicable rules and regulations promulgated thereunder (together with the Communications Act, the “Communications Laws”), and (v) as may be required with or to foreign and transnational Governmental Entities pursuant to applicable foreign and transnational Laws regarding the provision of broadcasting or audio-visual media services (such Governmental Entities, “Foreign Regulators”, and such laws, “Foreign Regulatory Laws”), no filings, notices and/or reports notices, reports, consents, registrations, approvals, permits or authorizations are required to be made by the Company Parent or its Subsidiaries Merger Sub with, nor are any consents, registrations, approvals, permits, expirations of waiting periods or authorizations required to be made or obtained by the Company Parent or its Subsidiaries Merger Sub with or from, any domestic, foreign or transnational governmental, competition or regulatory authority, court, arbitral tribunal agency, commission, body or other legislative, executive or judicial governmental entity or self-regulatory agency (each, a “Governmental Entity”) Entity in connection with the execution, delivery and performance of this Agreement by each Parent and Merger Sub and the consummation of the Company and SpinCo Transactions or in connection with the continuing operation of the Transaction Documents to which it is or is contemplated to be a party or business of Parent and its Subsidiaries following the consummation by the Company and SpinCo of the Mergers and the other TransactionsEffective Time, except, in each case, those that the failure to make or obtain except as would not, individually or in the aggregate, reasonably be expected to have have, a Company Parent Material Adverse Effect. (b) The execution, delivery and performance of this Agreement by each of the Company and SpinCo of each Transaction Document to which it is a party does not, the execution, delivery and performance by each of the Company and SpinCo of each Transaction Document to which it is contemplated to be a party will Parent do not, and the consummation by each of the Company and SpinCo of the Transactions will not, constitute or result in (i) a contravene, violate, conflict with any of, result in any breach or violation of, or a default require the consent of any Person under, the Company’s Restated Certificate terms, conditions or provisions of Incorporation (as amended from time to time, the “Company Charter”) or Amended and Restated By-Laws (as amended from time to time, the “Company Bylaws”) or the comparable governing instruments Organizational Documents of SpinCo or any of the Company’s Parent or its Subsidiaries, ; (ii) contravene, conflict with or without violate any provision of applicable Law; (iii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the giving of notice or both, a breach or violation of, a default or termination or modification (or right of termination or modification) under, payment of additional fees under, the creation or acceleration of the performance required by, or require any obligations consent, authorization or approval under, or result in the suspension, termination or cancellation of, or in a right of suspension, termination or cancellation of, any Parent Material Contract; or (iv) result in the creation of a Lien any lien on any of the assets or businesses of the Company or any of Parent or its Subsidiaries pursuant to any agreement, lease, license, contract, consent, settlement, note, mortgage, indenture, arrangement, understanding or other obligation (“Contracts”) binding upon the Company or any of its Subsidiaries (other than Affiliation Agreements that are not Key Affiliation Agreements), or, assuming (solely with respect to performance of the Transaction Documents and consummation of the Transactions) the filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods and authorizations referred to in Section 3.04(a) are made or obtained and receipt of the Company Requisite Vote, under any Lawsuch Parent Material Contract, Order or License to which the Company or any of its Subsidiaries is subject or (iii) any change in the rights or obligations under any Contract to which the Company or any of its Subsidiaries is a party, except, except in the case of clauses (ii), (iii) and (iii) aboveiv), for any such breach, violation, default, termination, modification, payment, acceleration, creation or change those items that would not, individually or in the aggregate, reasonably be expected to have a Company Parent Material Adverse Effect.

Governmental Filings; No Violations. (a) Other than the filing with the SEC of the Distribution Registration Statement and the RMT Partner Registration Statement, the filing of any amendment to the Organizational Documents of Spinco to effect the Separation, the Initial Spin, and Spinco Distribution and the necessary filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations (i) pursuant to Section 1.032.3, (ii) required under the rules and regulations of the NYSE, (iii) required under the HSR Act or any other applicable foreign competition laws (the “Foreign Competition Antitrust Laws”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Act, (iiiiv) required to comply with state securities or “blue-sky” Laws, (iv) as may be required with or to the Federal Communications Commission (“FCC”) under the Communications Act of 1934, as amended (the “Communications Act”), or applicable rules and regulations promulgated thereunder (together with the Communications Act, the “Communications Laws”), and (v) as may be required with or to foreign and transnational Governmental Entities Foreign Regulators pursuant to applicable foreign and transnational Laws regarding the provision of broadcasting or audio-visual media services (such Governmental Entities, “Foreign Regulators”, and such laws, “Foreign Regulatory Laws”), no filings, notices and/or or reports are required to be made by the Company or its Subsidiaries any Spinco Entity with, nor are any consents, registrations, approvals, permits, expirations of waiting periods or authorizations required to be obtained by the Company or its Subsidiaries any Spinco Entity from, any domestic, foreign or transnational governmental, competition or regulatory authority, court, arbitral tribunal agency, commission, body or other legislative, executive or judicial governmental entity or self-regulatory agency (each, a “Governmental Entity”) Entity in connection with the execution, delivery and performance of this Agreement by each of the Company and SpinCo of the Transaction Documents to which it is or is contemplated to be a party Spinco or the consummation by the Company and SpinCo Spinco of the Mergers and the other Transactions, except, in each case, those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected likely to have a Company Spinco Material Adverse EffectEffect or to prevent, materially delay or materially impair the ability of Spinco to consummate the Transactions. (b) The execution, delivery and performance by each Spinco of this Agreement and the Company and SpinCo of each Transaction Document Documents to which it is a party does not, the execution, delivery and performance by each of the Company and SpinCo of each Transaction Document to which it is contemplated to or will be a party as of the First Effective Time do not and will not, and the consummation by each of the Company and SpinCo Spinco of the Transactions and the transactions contemplated by such other Transaction Documents will not, constitute or result in (i) a breach or violation of, or a default under, the Company’s Restated Certificate Organizational Documents of Incorporation (as amended from time to time, the “Company Charter”) or Amended and Restated By-Laws (as amended from time to time, the “Company Bylaws”) or the comparable governing instruments of SpinCo or any of the Company’s SubsidiariesSpinco Entity, (ii) with or without the lapse of time or the giving of notice or both, a breach or violation of, a default or termination or modification (or right of termination or modification) under, payment of additional fees under, the creation or acceleration of any obligations under, or the creation of a Lien on any of the assets of the Company or any of its Subsidiaries pursuant to any agreement, lease, license, contract, consent, settlement, note, mortgage, indenture, arrangement, understanding or other obligation (“Contracts”) Contracts binding upon the Company or any of its Subsidiaries (other than Affiliation Agreements that are not Key Affiliation Agreements)Spinco Entity, or, assuming (solely with respect to the performance of this Agreement and the Transaction Documents and consummation of the Transactions) the filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods and authorizations referred to in Section 3.04(a6.4(a) are made or obtained and receipt of the Company Requisite Voteobtained, under any Law, Governmental Order or License Permit to which the Company or any of its Subsidiaries Spinco Entity is subject subject, or (iii) any change in the rights or obligations under any Contract to which the Company or any of its Subsidiaries Spinco Entity is a party, except, in the case of clauses (ii) and (iii) above, for any such breach, violation, default, termination, modification, payment, acceleration, creation or change that would not, individually or in the aggregate, reasonably be expected likely to have a Company Spinco Material Adverse EffectEffect or to prevent, materially delay or materially impair the ability of Spinco to consummate the Transactions.

Governmental Filings; No Violations. (a) Other than the necessary filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations (i) pursuant to Section 1.03, (ii) required under the HSR Act or any applicable foreign competition laws (the “Foreign Competition Laws”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Act, (iii) required to comply with state securities or “blue-sky” Laws, (iv) as may be required with or to the Federal Communications Commission (“FCC”) under the Communications Act of 1934, as amended (the “Communications Act”), or applicable rules and regulations promulgated thereunder (together with the Communications Act, the “Communications Laws”), and (v) as may be required with or to foreign and transnational Governmental Entities pursuant to applicable foreign and transnational Laws regarding the provision of broadcasting or audio-visual media services (such Governmental Entities, “Foreign Regulators”, and such laws, “Foreign Regulatory Laws”), no filings, notices and/or reports are required to be made by the Company or its Subsidiaries with, nor are any consents, registrations, approvals, permits, expirations of waiting periods or authorizations required to be obtained by the Company or its Subsidiaries from, any domestic, foreign or transnational governmental, competition or regulatory authority, court, arbitral tribunal agency, commission, body or other legislative, executive or judicial governmental entity or self-regulatory agency (each, a “Governmental Entity”) in connection with the The execution, delivery and performance by each Parent and Merger Sub of this Agreement and the Company Voting Agreement and SpinCo of the Transaction Documents to which it is or is contemplated to be a party or the consummation by the Company Parent and SpinCo Merger Sub of the Mergers transactions contemplated hereby and thereby require no authorization or other action by or in respect of, or filing with, any Governmental Authority other than (A) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (B) compliance with any applicable requirements of the Antitrust Laws, (C) compliance with any applicable requirements of the Exchange Act, the Securities Act and any other Transactionsapplicable U.S. state or federal securities, excepttakeover or “blue sky” Laws, in each case(D) compliance with any applicable rules of NASDAQ, those that and (E) where the failure to make take such actions or obtain such authorization would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectprevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement. (bii) The execution, delivery and performance by each Parent and Merger Sub of this Agreement and the Company and SpinCo of each Transaction Document to which it is a party does not, the execution, delivery and performance by each of the Company and SpinCo of each Transaction Document to which it is contemplated to be a party will not, Voting Agreement and the consummation by each Parent and Merger Sub of the Company transactions contemplated hereby and SpinCo of the Transactions thereby do not and will not, constitute not (A) conflict with or result in (i) a any violation or breach of any provision of the certificate or violation ofarticles of incorporation or bylaws of Parent or Merger Sub, respectively, or a default under, the Company’s Restated Certificate similar organizational documents of Incorporation (as amended from time to time, the “Company Charter”) or Amended and Restated By-Laws (as amended from time to time, the “Company Bylaws”) or the comparable governing instruments of SpinCo or any of the CompanyParent’s Subsidiaries, (iiB) assuming compliance with or without the lapse of time or the giving of notice or both, a breach or violation of, a default or termination or modification (or right of termination or modification) under, payment of additional fees under, the creation or acceleration of any obligations under, or the creation of a Lien on any of the assets of the Company or any of its Subsidiaries pursuant to any agreement, lease, license, contract, consent, settlement, note, mortgage, indenture, arrangement, understanding or other obligation (“Contracts”) binding upon the Company or any of its Subsidiaries (other than Affiliation Agreements that are not Key Affiliation Agreements), or, assuming (solely with respect to performance of the Transaction Documents and consummation of the Transactions) the filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods and authorizations matters referred to in Section 3.04(a) are made 5.2(c)(i), conflict with or obtained and receipt result in a violation or breach of the Company Requisite Vote, under any Law, Order or License to which the Company or any of its Subsidiaries is subject applicable Law or (iiiC) assuming compliance with the matters referred to in Section 5.2(c)(i), require any change in the rights or obligations under consent by any Contract to which the Company or any of its Subsidiaries is a partyPerson, except, except in the case of clauses (iiB) and (iiiC) above, for any such breach, violation, default, termination, modification, payment, acceleration, creation breach or change conflict that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectprevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement.

Governmental Filings; No Violations. (ai) Other than the necessary any reports, filings, registrations, approvals and/or notices required to be made under the HSR Act, the Securities Act, the Exchange Act, state securities, takeover and “blue sky” Laws (collectively, the “Parent Required Statutory Approvals”), no notices, reports, consents, registrations, approvals, permits, expirations of waiting periods registrations or authorizations (i) pursuant to Section 1.03, (ii) required under the HSR Act or any applicable foreign competition laws (the “Foreign Competition Laws”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Act, (iii) required to comply with state securities or “blue-sky” Laws, (iv) as may be required with or to the Federal Communications Commission (“FCC”) under the Communications Act of 1934, as amended (the “Communications Act”), or applicable rules and regulations promulgated thereunder (together with the Communications Act, the “Communications Laws”), and (v) as may be required with or to foreign and transnational Governmental Entities pursuant to applicable foreign and transnational Laws regarding the provision of broadcasting or audio-visual media services (such Governmental Entities, “Foreign Regulators”, and such laws, “Foreign Regulatory Laws”), no filings, notices and/or reports other filings are required to be made by the Company Parent or its Subsidiaries Merger Sub with, nor are any consents, registrations, approvals, permits, expirations of waiting periods permits or authorizations required to be obtained by the Company Parent or its Subsidiaries Merger Sub from, any domestic, foreign or transnational governmental, competition or regulatory authority, court, arbitral tribunal agency, commission, body or other legislative, executive or judicial governmental entity or self-regulatory agency (each, a “Governmental Entity”) , in connection with the execution, execution and delivery by Parent and performance by each Merger Sub of the Company this Agreement and SpinCo of the Transaction Documents to which it is or is contemplated to be a party or the consummation by the Company Parent and SpinCo Merger Sub of the Mergers Merger and the other Transactionstransactions contemplated hereby, except, in each case, except for those that the failure to make or obtain would notnot be reasonably likely to, either individually or in the aggregate, reasonably be expected to have a Company Parent Material Adverse EffectEffect or prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the Merger or the other transactions contemplated hereby. (bii) The execution, delivery and performance of this Agreement by each of the Company Parent and SpinCo of each Transaction Document to which it is a party does not, the execution, delivery and performance by each of the Company and SpinCo of each Transaction Document to which it is contemplated to be a party will Merger Sub do not, and the consummation by each Parent and Merger Sub of the Company Merger and SpinCo of the Transactions other transactions contemplated hereby will not, (A) conflict with, contravene or violate any Law applicable to Parent, Merger Sub, or any of their respective properties or assets, or (B) constitute or result in (i1) a breach or violation of, or a default under, either the certificate of incorporation or by-laws of Parent or Merger Sub, (2) a breach or violation of, or a default under, the Company’s Restated Certificate of Incorporation (as amended from time to time, the “Company Charter”) or Amended and Restated By-Laws (as amended from time to time, the “Company Bylaws”) or the comparable governing instruments of SpinCo or any of the Company’s Subsidiaries, (ii) with or without the lapse of time or the giving of notice or both, a breach or violation of, a default or termination or modification (or right of termination or modification) under, payment of additional fees under, the creation or acceleration of any obligations underobligations, the loss of any right or benefit or the creation of a Lien on any of the assets of the Company Parent or any Merger Sub (with or without notice, lapse of its Subsidiaries time or both) pursuant to any agreement, lease, license, contract, consent, settlement, note, mortgage, indenture, arrangement, understanding or other obligation (“Contracts”) Contracts binding upon the Company Parent or Merger Sub or any of its Subsidiaries (other than Affiliation Agreements that are not Key Affiliation Agreements), or, assuming (solely with respect to performance of the Transaction Documents and consummation of the Transactions) the filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods and authorizations referred to in Section 3.04(a) are made Law or obtained and receipt of the Company Requisite Vote, under any Law, Order governmental or License non governmental permit or license to which the Company Parent or any of its Subsidiaries Merger Sub is subject or (iii3) any change in the rights or obligations of any party under any Contract to which of the Company or any of its Subsidiaries is a partyContracts, except, in the case of clauses clause (iiA), (B)(2) and or (iiiB)(3) above, for any such breach, violation, default, termination, modification, payment, acceleration, creation or change that would notnot be reasonably likely to, either individually or in the aggregate, reasonably be expected to have a Company Parent Material Adverse EffectEffect or prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the Merger or the other transactions contemplated hereby.

Governmental Filings; No Violations. (a) Other than the necessary filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations approvals required by (i) pursuant to Section 1.031.3, (ii) required under the HSR Act or any applicable foreign competition laws (the “Foreign Competition Laws”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Act, (iii) the Exchange Act, including the filing with the SEC of the Registration Statement, the Joint Proxy Statement/Prospectus and other filings required to comply with under federal or state securities or “blue-sky” Laws, laws and (iv) as may be required with the NYSE rules and regulations, no consent, approval, Order, license, Permit or to the Federal Communications Commission (“FCC”) under the Communications Act of 1934, as amended (the “Communications Act”)authorization of, or applicable rules and regulations promulgated thereunder (together with the Communications Actregistration, the “Communications Laws”)declaration, and (v) as may be required with notice or to foreign and transnational Governmental Entities pursuant to applicable foreign and transnational Laws regarding the provision of broadcasting or audio-visual media services (such Governmental Entities, “Foreign Regulators”, and such laws, “Foreign Regulatory Laws”), no filings, notices and/or reports are required to be made by the Company or its Subsidiaries filing with, nor are any consents, registrations, approvals, permits, expirations of waiting periods Governmental Entity is necessary or authorizations required to be obtained or made by or with respect to Parent or any of the Company or its Parent Subsidiaries from, any domestic, foreign or transnational governmental, competition or regulatory authority, court, arbitral tribunal agency, commission, body or other legislative, executive or judicial governmental entity or self-regulatory agency (each, a “Governmental Entity”) in connection with the executionexecution and delivery of this Agreement, delivery and the performance by each of the Company Parent Parties of its obligations under this Agreement and SpinCo of the Transaction Documents to which it is or is contemplated to be a party or the consummation by the Company and SpinCo Parent Parties of the Mergers and the other Transactionstransactions contemplated hereby, except, in each case, except those that the failure of which to make or obtain would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Parent Material Adverse Effect. (b) The execution, execution and delivery and performance of this Agreement by each of the Company and SpinCo of each Transaction Document to which it is a party Parent Parties does not, the execution, delivery and performance by each of the Company and SpinCo of each Transaction Document to which it is contemplated to be a party will not, and the consummation by each of the Company Mergers and SpinCo the other transactions contemplated hereby will not (with or without notice or lapse of time or both), (i) violate or conflict with any provision of the Transactions will notParent Organizational Documents, constitute (ii) subject to the filings, notices, waiting periods or approvals contemplated by Section 3.5(a) and obtaining the Parent Stockholder Approval and the Merger Sub Sole Stockholder Approval, violate or conflict with any Laws or any Order applicable to Parent or any of the Parent Subsidiaries or any of their respective assets or properties, (iii) subject to obtaining the third-party consents and approvals set forth in Section 3.5(b) of the Parent Disclosure Letter, violate, conflict with, or result in (i) a breach or violation of any provision of, or constitute a default under, or trigger any obligation to repurchase, redeem or otherwise retire Indebtedness under, or result in the Company’s Restated Certificate of Incorporation (as amended from time to time, the “Company Charter”) or Amended and Restated By-Laws (as amended from time to time, the “Company Bylaws”) or the comparable governing instruments of SpinCo or any of the Company’s Subsidiaries, (ii) with or without the lapse of time or the giving of notice or both, a breach or violation termination of, or accelerate the performance required by, or result in a default or termination or modification (or right of termination or modification) undertermination, cancellation, guaranteed payment of additional fees under, the creation or acceleration of any obligations obligation or the loss of a benefit under, or result in the creation of a Lien on any Encumbrance upon any of the assets of the Company Parent or any of its the Parent Subsidiaries pursuant to any agreementprovisions of any note, lease, license, contract, consent, settlement, notebond, mortgage, indenture, arrangementdeed of trust, understanding Permit, concession, lease, instrument, obligation or other obligation (“Contracts”) binding upon Contract of any kind to which Parent or any of the Company Parent Subsidiaries is now a party or by which it or any of its Subsidiaries assets may be bound, or trigger any buy-sell or similar agreements, or (other than Affiliation Agreements that are not Key Affiliation Agreements), or, assuming (solely with respect to performance iv) result in the creation of any Encumbrance upon any of the Transaction Documents and consummation properties or assets of the Transactions) the filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods and authorizations referred to in Section 3.04(a) are made or obtained and receipt of the Company Requisite Vote, under any Law, Order or License to which the Company Parent or any of its the Parent Subsidiaries is subject or (iii) any change in the rights or obligations under any Contract to which including the Company or any of its and the Company Subsidiaries is a partyfollowing the Mergers), except, in the case of clauses (ii), (iii) and (iiiiv) above, for any such breach, violation, defaultconflict, termination, modification, paymentdefault, acceleration, creation creation, change, conflict or change Encumbrance that would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Parent Material Adverse Effect.

Governmental Filings; No Violations. (a) Other than the necessary filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations (i) pursuant to Section 1.03, the Certificate of Merger and (ii) the filing with the SEC of the Proxy Statement, the Schedule 13E-3 and any other filings required under the HSR Act or any applicable foreign competition laws (the “Foreign Competition Laws”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Act, (iii) required to comply with state securities or “blue-sky” Laws, (iv) as may be required with or to the Federal Communications Commission (“FCC”) under the Communications Act of 1934, as amended (the “Communications Act”), or applicable rules and regulations promulgated thereunder (together with the Communications Act, the “Communications Laws”), and (v) as may be required with or to foreign and transnational Governmental Entities pursuant to applicable foreign and transnational Laws regarding the provision of broadcasting or audio-visual media services (such Governmental Entities, “Foreign Regulators”, and such laws, “Foreign Regulatory Laws”), no filingsnotices, notices and/or reports or other filings are required to be made by the Company Parent or its Subsidiaries Merger Sub with, nor are any consents, registrations, approvals, permits, expirations of waiting periods or authorizations Licenses required to be obtained by the Company Parent or its Subsidiaries Merger Sub from, any domestic, foreign or transnational governmental, competition or regulatory authority, court, arbitral tribunal agency, commission, body or other legislative, executive or judicial governmental entity or self-regulatory agency (each, a “Governmental Entity”) Entity in connection with the execution, delivery and performance of this Agreement by each of the Company Parent and SpinCo of the Transaction Documents to which it is or is contemplated to be a party or Merger Sub and the consummation by the Company Parent and SpinCo Merger Sub of the Mergers Merger and the other Transactionstransactions contemplated hereby, except, in each case, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectprevent or materially delay the ability of Parent and Merger Sub to consummate the Merger and the transactions contemplated by this Agreement. (b) The execution, delivery and performance of this Agreement by each of the Company Parent and SpinCo of each Transaction Document to which it is a party does not, the execution, delivery and performance by each of the Company and SpinCo of each Transaction Document to which it is contemplated to be a party will Merger Sub do not, and the consummation by each Parent and Merger Sub of the Company Merger and SpinCo of the Transactions transactions contemplated hereby do not and will not, constitute or result in (i) a breach or violation of, or a default under, the Company’s Restated Certificate certificate of Incorporation (as amended from time to time, the “Company Charter”) formation or Amended and Restated By-Laws (as amended from time to time, the “Company Bylaws”) operating agreement of Merger Sub or the comparable governing instruments certificate of SpinCo incorporation or any by-laws of the Company’s SubsidiariesParent, (ii) with or without the notice, lapse of time or the giving of notice or both, a breach or violation of, a default or termination or modification (or right of termination termination) or modification) under, payment of additional fees a default under, the creation or acceleration of any obligations under, or the creation of a Lien on any of the assets of the Company Parent or Merger Sub pursuant to, any of its Subsidiaries pursuant to any agreement, lease, license, contract, consent, settlement, note, mortgage, indenture, arrangement, understanding or other obligation (“Contracts”) Contracts binding upon the Company Parent or any of its Subsidiaries (other than Affiliation Agreements that are not Key Affiliation Agreements), or, assuming (solely with respect to performance of the Transaction Documents and consummation of the Transactions) the filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods and authorizations referred to in Section 3.04(a) are made Merger Sub or obtained and receipt of the Company Requisite Vote, under any Law, Order Law or License to which the Company Parent or any of its Subsidiaries Merger Sub is subject subject, or (iii) any change in the rights or obligations of any party under any Contract to which the Company or any of its Subsidiaries is a partysuch Contracts, except, in the case of clauses clause (ii) and or (iii) above, for any such breach, violation, termination, default, terminationcreation, modification, payment, acceleration, creation acceleration or change that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectprevent or materially delay the ability of Parent or Merger Sub to consummate the Merger and the transactions contemplated by this Agreement.

Governmental Filings; No Violations. (a) Other than the necessary any reports, filings, registrations, approvals and/or notices (i) required to be made under the Securities Act, the Exchange Act or state securities and “blue sky” laws, and (ii) required to be made with the NYSE MKT (items (i) and (ii), the “Required Statutory Approvals”), no notices, reports, consents, registrations, approvals, permits, expirations of waiting periods registrations or authorizations (i) pursuant to Section 1.03, (ii) required under the HSR Act or any applicable foreign competition laws (the “Foreign Competition Laws”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Act, (iii) required to comply with state securities or “blue-sky” Laws, (iv) as may be required with or to the Federal Communications Commission (“FCC”) under the Communications Act of 1934, as amended (the “Communications Act”), or applicable rules and regulations promulgated thereunder (together with the Communications Act, the “Communications Laws”), and (v) as may be required with or to foreign and transnational Governmental Entities pursuant to applicable foreign and transnational Laws regarding the provision of broadcasting or audio-visual media services (such Governmental Entities, “Foreign Regulators”, and such laws, “Foreign Regulatory Laws”), no filings, notices and/or reports other filings are required to be made by the Company or its Subsidiaries Purchaser with, nor are any consentsConsents, registrations, approvals, permits, expirations of waiting periods Permits or authorizations required to be obtained by the Company or its Subsidiaries Purchaser from, any domesticGovernmental Authority, foreign or transnational governmental, competition or regulatory authority, court, arbitral tribunal agency, commission, body or other legislative, executive or judicial governmental entity or self-regulatory agency (each, a “Governmental Entity”) in connection with the execution, execution and delivery and performance by each Purchaser of this Agreement or the Company and SpinCo of the other Transaction Documents to which it the Purchaser is or is contemplated to be a party or and the consummation by the Company and SpinCo Purchaser of the Mergers transactions contemplated hereby and the other Transactionsthereby, except, in each case, except for those that the failure to make or obtain would notnot be reasonably likely to have, either individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect on Purchaser. (b) The execution, delivery and performance by each of the Company this Agreement and SpinCo of each any Transaction Document to which it is a party by Purchaser does not, the execution, delivery and performance by each of the Company and SpinCo of each Transaction Document to which it is contemplated to be a party will not, and the consummation by each Purchaser of the Company transactions contemplated hereby and SpinCo of the Transactions thereby will not, constitute or result in (i) a breach or violation of, or a default under, the Company’s Restated Certificate Articles of Incorporation (as amended from time to time, the “Company Charter”) or Amended and Restated By-Laws (as amended from time to time, the “Company Bylaws”) or the comparable governing instruments Bylaws of SpinCo or any of the Company’s SubsidiariesPurchaser, (ii) with or without the lapse of time or the giving of notice or both, a breach or violation of, or a default or termination or modification (or right of termination or modification) under, payment of additional fees under, the creation or acceleration of any obligations underobligations, the loss of any right or benefit or the creation of a Lien an Encumbrance on any of the assets of the Company Purchaser (with or any without notice, lapse of its Subsidiaries time or both) pursuant to any agreement, lease, license, contract, consent, settlement, note, mortgage, indenture, arrangement, understanding material agreement or other obligation (“Contracts”) Contract binding upon the Company Purchaser or any of its Subsidiaries (other than Affiliation Agreements that are not Key Affiliation Agreements), or, assuming (solely with respect to performance of the Transaction Documents and consummation of the Transactions) the filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods and authorizations referred to in Section 3.04(a) are made Law or obtained and receipt of the Company Requisite Vote, under any Law, Order governmental or License non-governmental Permit or license to which the Company or any of its Subsidiaries Purchaser is subject or (iii) any change in the rights or obligations under any Contract to which the Company or any of its Subsidiaries is a partysubject, except, in the case of clauses clause (ii) and (iii) above, for any such breach, violation, default, termination, modification, payment, acceleration, creation or change that would notnot be reasonably likely to have, either individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect on the Purchaser.

Governmental Filings; No Violations. (a) Other than the necessary filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations (i) pursuant to Section 1.03under Antitrust Laws, (ii) required pursuant to or under the HSR Act or any applicable foreign competition laws (the “Foreign Competition Laws”)CCC, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Act, including the filing of the Consent Solicitation Statement with the SEC, (iii) required to comply be made with state securities or “blue-sky” LawsNasdaq, and (iv) as may be required with or respect to the Federal Communications Commission state securities, takeover and “blue sky” Laws (“FCC”) under the Communications Act of 1934, as amended (the “Communications Act”), or applicable rules and regulations promulgated thereunder (together with the Communications Actcollectively, the “Communications Laws”), and (v) as may be required with or to foreign and transnational Governmental Entities pursuant to applicable foreign and transnational Laws regarding the provision of broadcasting or audio-visual media services (such Governmental Entities, “Foreign Regulators”, and such laws, “Foreign Regulatory LawsParent Approvals”), no filings, notices and/or reports notices, reports, consents, registrations, approvals, permits or authorizations are required to be made by the Company Parent or its Subsidiaries Merger Sub with, nor are any consents, registrations, approvals, permits, expirations of waiting periods or authorizations required to be made or obtained by the Company Parent or its Subsidiaries Merger Sub with or from, any domestic, foreign or transnational governmental, competition or regulatory authority, court, arbitral tribunal agency, commission, body or other legislative, executive or judicial governmental entity or self-regulatory agency (each, a “Governmental Entity”) Entity in connection with the execution, delivery and performance of this Agreement by each Parent and Merger Sub and the consummation of the Company and SpinCo Transactions or in connection with the continuing operation of the Transaction Documents to which it is or is contemplated to be a party or business of Parent and its Subsidiaries following the consummation by the Company and SpinCo of the Mergers and the other TransactionsEffective Time, except, in each case, those that the failure to make or obtain except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectprevent, materially delay or materially impair the ability of Parent to consummate the Transactions. (b) The execution, delivery and performance of this Agreement by each of the Company Parent and SpinCo of each Transaction Document to which it is a party does not, the execution, delivery and performance by each of the Company and SpinCo of each Transaction Document to which it is contemplated to be a party will Merger Sub do not, and the consummation by each of the Company and SpinCo of the Transactions will not, constitute or result in (i) a breach or violation of, or a default under, the Company’s Restated Certificate Organizational Documents of Incorporation (as amended from time to timeParent, the “Company Charter”) or Amended and Restated By-Laws (as amended from time to time, the “Company Bylaws”) or the comparable governing instruments of SpinCo Merger Sub or any of the CompanyParent’s other Subsidiaries, (ii) with or without the notice, lapse of time or the giving of notice or both, a breach or violation of, a default or termination or modification (or right of termination termination) of or modification) under, payment of additional fees default under, the creation or acceleration of any obligations under, under or the creation of a Lien an Encumbrance on any of the assets of the Company Parent or any of its Subsidiaries pursuant to to, any agreement, lease, license, contract, consent, settlement, note, mortgage, indenture, arrangement, understanding or other obligation (“Contracts”) Contracts binding upon the Company Parent or any of its Subsidiaries (other than Affiliation Agreements that are not Key Affiliation Agreements)Subsidiaries, or, assuming (solely with respect to performance of the Transaction Documents this Agreement and consummation of the Transactions) compliance with the filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods and authorizations matters referred to in Section 3.04(a) are made or obtained and receipt of the Company Requisite Vote6.3(a), under any Law, Order or License Law to which the Company Parent or any of its Subsidiaries is subject or (iii) any change in the rights or obligations of any party under any Contract to which the Company binding upon Parent or any of its Subsidiaries is a partySubsidiaries, except, in the case of clauses clause (ii) and or (iii) above, for any such breach, violation, default, termination, modification, payment, acceleration, creation or change that as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectprevent, materially delay or materially impair the ability of Parent to consummate the Transactions.

Governmental Filings; No Violations. (a) Other than the necessary filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations approvals required by (i) pursuant to Section 1.031.3, (ii) required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (“HSR Act or any applicable foreign competition laws (the “Foreign Competition LawsAct”), (iii) the Securities Exchange Act of 1934, as amended amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), including the filing with the SEC of the Joint Proxy Statement/Prospectus and the Securities Act, (iii) other filings required to comply with under federal or state securities or “blue-sky” Laws, laws and (iv) as may be required with the NYSE rules and regulations, no consent, approval, Order, license, Permit or to the Federal Communications Commission (“FCC”) under the Communications Act of 1934, as amended (the “Communications Act”)authorization of, or applicable rules and regulations promulgated thereunder (together with the Communications Actregistration, the “Communications Laws”)declaration, and (v) as may be required with notice or to foreign and transnational Governmental Entities pursuant to applicable foreign and transnational Laws regarding the provision of broadcasting or audio-visual media services (such Governmental Entities, “Foreign Regulators”, and such laws, “Foreign Regulatory Laws”), no filings, notices and/or reports are required to be made by the Company or its Subsidiaries filing with, nor are any consents, registrations, approvals, permits, expirations of waiting periods Governmental Entity is necessary or authorizations required to be obtained or made by or with respect to the Company or its any of the Company Subsidiaries from, any domestic, foreign or transnational governmental, competition or regulatory authority, court, arbitral tribunal agency, commission, body or other legislative, executive or judicial governmental entity or self-regulatory agency (each, a “Governmental Entity”) in connection with the executionexecution and delivery of this Agreement, delivery and the performance by each of the Company of its obligations under this Agreement and SpinCo of the Transaction Documents to which it is or is contemplated to be a party or the consummation by the Company and SpinCo of the Mergers and the other Transactionstransactions contemplated hereby, except, in each case, except those that the failure of which to make or obtain would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (b) The execution, execution and delivery and performance of this Agreement by each of the Company and SpinCo of each Transaction Document to which it is a party does not, the execution, delivery and performance by each of the Company and SpinCo of each Transaction Document to which it is contemplated to be a party will not, and the consummation of the Mergers and the other transactions contemplated hereby will not (with or without notice or lapse of time or both) (i) violate or conflict with any provision of the Company Organizational Documents, (ii) subject to the filings, notices, waiting periods or approvals contemplated by Section 2.5(a) and obtaining the Company Stockholder Approval, violate or conflict with any Laws or any Order applicable to the Company or any of the Company Subsidiaries or any of their respective assets or properties, (iii) subject to obtaining the third-party consents and approvals set forth in Section 2.5(b) of the Company Disclosure Letter and the termination of each of the Company Credit Agreement and SpinCo the Company NPA and, in each case, satisfaction in full of all obligations outstanding thereunder prior to or at the Transactions will notClosing, constitute violate, conflict with, or result in (i) a breach or violation of any provision of, or constitute a default under or trigger any obligation to repurchase, redeem or otherwise retire Indebtedness under, or result in the Company’s Restated Certificate of Incorporation (as amended from time to time, the “Company Charter”) or Amended and Restated By-Laws (as amended from time to time, the “Company Bylaws”) or the comparable governing instruments of SpinCo or any of the Company’s Subsidiaries, (ii) with or without the lapse of time or the giving of notice or both, a breach or violation termination of, or accelerate the performance required by, or result in a default or termination or modification (or right of termination or modification) undertermination, cancellation, guaranteed payment of additional fees under, the creation or acceleration of any obligations obligation or the loss of a benefit under, or result in the creation of a Lien on any Encumbrance upon any of the assets of the Company or any of its the Company Subsidiaries pursuant to any agreementprovisions of any note, lease, license, contract, consent, settlement, notebond, mortgage, indenture, arrangementdeed of trust, understanding Permit, concession, lease, instrument, obligation or other obligation (“Contracts”) binding upon the Company or Contract of any of its Subsidiaries (other than Affiliation Agreements that are not Key Affiliation Agreements), or, assuming (solely with respect to performance of the Transaction Documents and consummation of the Transactions) the filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods and authorizations referred to in Section 3.04(a) are made or obtained and receipt of the Company Requisite Vote, under any Law, Order or License kind to which the Company or any of its the Company Subsidiaries is subject now a party or by which it or any of its assets may be bound, or trigger any buy-sell or similar agreements, or (iiiiv) any change result in the rights creation of any Encumbrance upon any of the properties or obligations under any Contract to which assets of the Company or any of its the Company Subsidiaries is a party(including Parent and the Parent Subsidiaries following the Mergers), except, in the case of clauses (ii), (iii) and (iiiiv) above, for any such breach, violation, defaultconflict, termination, modification, paymentdefault, acceleration, creation creation, change, conflict or change Encumbrance that would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Governmental Filings; No Violations. (a) Other than the necessary filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations (i) pursuant to Section 1.03the Canada Business Corporations Act, (ii) required under the HSR Act or any applicable foreign competition laws (Act, the “Foreign Competition Laws”)Exchange Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the applicable Canadian Securities ActLaws, (iii) required to comply be made with the NYSE and the TSX, and (iv) state securities or provincial securities, takeover, public utility and “blue-blue sky” Laws, (iv) as may be required with or to the Federal Communications Commission (“FCC”) under the Communications Act of 1934, as amended (the “Communications Act”), or applicable rules and regulations promulgated thereunder (together with the Communications Act, the “Communications Laws”), and (v) as may be required with or to foreign and transnational Governmental Entities pursuant to applicable foreign and transnational Laws regarding the provision of broadcasting or audio-visual media services (such Governmental Entities, “Foreign Regulators”, and such laws, “Foreign Regulatory Laws”), no filings, notices and/or reports notices, reports, consents, registrations, approvals, permits or authorizations are required to be made by the Company Parent Parties or its Subsidiaries Merger Sub with, nor are any consents, registrations, approvals, permits, expirations of waiting periods or authorizations required to be made or obtained by the Company Parent Parties or its Subsidiaries Merger Sub with or from, any domestic, foreign or transnational governmental, competition or regulatory authority, court, arbitral tribunal agency, commission, body or other legislative, executive or judicial governmental entity or self-regulatory agency (each, a “Governmental Entity”) Entity in connection with the execution, delivery and performance of this Agreement by each the Parent Parties and Merger Sub and the consummation of the Company and SpinCo Transactions or in connection with the continuing operation of the Transaction Documents to which it is or is contemplated to be a party or business of Parent and its Subsidiaries following the consummation by the Company and SpinCo of the Mergers and the other TransactionsEffective Time, except, in each case, those that the failure to make or obtain except as would not, individually or in the aggregate, reasonably be expected to have have, a Company Parent Material Adverse Effect. (b) The execution, delivery and performance of this Agreement by each of the Company and SpinCo of each Transaction Document to which it is a party does not, the execution, delivery and performance by each of the Company and SpinCo of each Transaction Document to which it is contemplated to be a party will Parent Parties do not, and the consummation by each of the Company and SpinCo of the Transactions will not, constitute or result in (i) a contravene, violate, conflict with any of, result in any breach or violation of, or a default require the consent of any Person under, the Company’s Restated Certificate terms, conditions or provisions of Incorporation (as amended from time to time, the “Company Charter”) or Amended and Restated By-Laws (as amended from time to time, the “Company Bylaws”) or the comparable governing instruments Organizational Documents of SpinCo or any of the Company’s Parent or its Subsidiaries, ; (ii) contravene, conflict with or without violate any provision of applicable Law; (iii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the giving of notice or both, a breach or violation of, a default or termination or modification (or right of termination or modification) under, payment of additional fees under, the creation or acceleration of the performance required by, or require any obligations consent, authorization or approval under, or result in the suspension, termination or cancellation of, or in a right of suspension, termination or cancellation of, any Parent Material Contract; or (iv) result in the creation of a Lien any lien on any of the assets or businesses of the Company or any of Parent or its Subsidiaries pursuant to any agreement, lease, license, contract, consent, settlement, note, mortgage, indenture, arrangement, understanding or other obligation (“Contracts”) binding upon the Company or any of its Subsidiaries (other than Affiliation Agreements that are not Key Affiliation Agreements), or, assuming (solely with respect to performance of the Transaction Documents and consummation of the Transactions) the filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods and authorizations referred to in Section 3.04(a) are made or obtained and receipt of the Company Requisite Vote, under any Lawsuch Parent Material Contract, Order or License to which the Company or any of its Subsidiaries is subject or (iii) any change in the rights or obligations under any Contract to which the Company or any of its Subsidiaries is a party, except, except in the case of clauses (ii), (iii) and (iii) aboveiv), for any such breach, violation, default, termination, modification, payment, acceleration, creation or change those items that would not, individually or in the aggregate, reasonably be expected to have a Company Parent Material Adverse Effect.

Governmental Filings; No Violations. (ai) Other than the necessary filings, notices, any reports, consentsfilings, registrations, approvals, permits, expirations of waiting periods or authorizations approvals and/or notices (iA) required to be made pursuant to Section 1.031.3(a), (iiB) required under the HSR Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act or any applicable foreign competition laws of 1976, as amended (the “Foreign Competition LawsHSR Act”), the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Act, (iiiC) required to comply be made with state securities or “blue-sky” Laws, The NASDAQ Global Market (ivitems (B) as may be required with or to the Federal Communications Commission and (“FCC”) under the Communications Act of 1934, as amended (the “Communications Act”C), or applicable rules and regulations promulgated thereunder (together with the Communications Act, the “Communications Laws”), and (v) as may be required with or to foreign and transnational Governmental Entities pursuant to applicable foreign and transnational Laws regarding the provision of broadcasting or audio-visual media services (such Governmental Entities, “Foreign Regulators”, and such laws, “Foreign Regulatory LawsCompany Required Statutory Approvals”), no filingsnotices, notices and/or reports reports, registrations or other filings are required to be made by the Company or its Subsidiaries with, nor are any consents, registrations, approvals, permits, expirations of waiting periods permits or authorizations required to be obtained by the Company or its Subsidiaries from, any domesticUnited States or foreign federal, foreign state, or transnational governmental, competition local governmental or regulatory authority, court, arbitral tribunal agency, commission, body or other legislative, executive or judicial governmental entity or self-regulatory agency including, without limitation, the FDA and the U.S. Drug Enforcement Agency (each, a “Governmental Entity”) ), in connection with the execution, execution and delivery of this Agreement and performance by each of the Company and SpinCo of the Transaction Documents to which it is or is contemplated to be a party or the consummation by the Company and SpinCo of the Mergers and the other Transactionstransactions contemplated hereby, except, in each case, except for those that the failure to make or obtain would are not, individually or in the aggregate, reasonably be expected likely to have a Company Material Adverse Effect. (bii) The execution, delivery and performance by each of the Company and SpinCo of each Transaction Document to which it is a party does not, the execution, delivery and performance by each of the Company and SpinCo of each Transaction Document to which it is contemplated to be a party will not, this Agreement and the consummation by each the Company of the Company and SpinCo of the Transactions transactions contemplated hereby will not, not constitute or result in (iA) a breach or violation of, or a default under, any Organizational Document of the Company’s Restated Certificate Company or of Incorporation (as amended from time to time, the “Company Charter”) or Amended and Restated By-Laws (as amended from time to time, the “Company Bylaws”) or the comparable governing instruments of SpinCo or any Subsidiary of the Company’s Subsidiaries, (iiB) with or without the lapse of time or the giving of notice or both, a breach or violation of, a default or termination or modification (or right event of termination or modification) under, payment of additional fees default under, the creation or acceleration of any obligations underobligations, the loss of any right or benefit, or the creation of a Lien on any of the assets assets, properties or rights of the Company or any Subsidiary of its Subsidiaries the Company (with or without notice, lapse of time or both) pursuant to, or require any notice or consent under, give rise to any right of termination, limitation, cancellation, modification, suspension, revocation or amendment under, any agreement, lease, license, contract, consent, settlement, note, mortgage, indenture, arrangement, understanding arrangement or other obligation (“Contracts”) binding upon the Company or any of its Subsidiaries (other than Affiliation Agreements that are not Key Affiliation Agreements), or, assuming (solely with respect to performance of the Transaction Documents and consummation of the Transactions) the filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods and authorizations referred to in Section 3.04(a) are made or obtained and receipt Subsidiary of the Company Requisite Vote, under or any Law, Order Law or License governmental permit or license to which the Company or any of its Subsidiaries is subject or (iiiC) any change in the rights or obligations of any party under any Contract to which of the Company or any of its Subsidiaries is a partyContracts, except, in the case of clauses clause (iiB) and or (iiiC) above, for any such breach, violation, default, termination, modification, payment, acceleration, creation or change that would not, individually or in the aggregate, be reasonably be expected likely to have a Company Material Adverse Effect.

Governmental Filings; No Violations. (ai) Other than the necessary filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations (i) pursuant to Section 1.03, (iiA) required under the HSR Act Act, (B) required under any Health Regulatory Laws and set forth on Section 3.01(d)(i)(B) of the Seller Disclosure Letter or any applicable foreign competition laws (C) required under the “Foreign Competition Laws”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Act, (iii) required to comply with state securities or “blue-sky” Laws, (iv) as may be required with or to the Federal Communications Commission (“FCC”) under the Communications Act of 1934, as amended (the “Communications Act”), or applicable rules and regulations promulgated thereunder (together with the Communications Act, the “Communications Laws”), and (v) as may be required with or to foreign and transnational Governmental Entities pursuant to applicable foreign and transnational Laws regarding the provision of broadcasting or audio-visual media services (such Governmental Entities, “Foreign Regulators”, and such laws, “Foreign Regulatory Laws”), no filings, notices and/or reports are required to be made by the Company Seller Parties or its Subsidiaries the Transferred Entities with, nor are any consents, registrations, approvals, permits, expirations of waiting periods or authorizations required to be obtained by the Company Seller Parties or its Subsidiaries the Transferred Entities from, any domestic, foreign or transnational governmental, competition or regulatory authority, court, arbitral tribunal agency, commission, body or other legislative, executive or judicial governmental entity or self-regulatory agency (each, a “Governmental Entity”) Entity pursuant to any Law in connection with the execution, delivery and performance of this Agreement by each the Seller and the transactions contemplated hereby (including the execution and delivery of the Company and SpinCo of the Transaction Documents to which it is or is contemplated to be a party or the consummation by the Company and SpinCo of the Mergers and the other TransactionsAncillary Agreements), except, in each case, those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected likely to have a Company Material Adverse EffectEffect or prevent, materially delay or materially impair the ability of the Seller to consummate the transactions contemplated by this Agreement. (bii) The execution, delivery and performance of this Agreement by each of the Company and SpinCo of each Transaction Document to which it is a party Seller does not, the execution, delivery and performance by each of the Company and SpinCo of each Transaction Document to which it is contemplated to be a party will not, and the consummation by each of the Company and SpinCo of the Transactions transactions contemplated hereby will not, constitute or result in (iA) a breach or violation of, or a default under, the CompanySeller’s Restated Certificate of Incorporation (as amended from time to time, the “Company Charter”) or Amended and Restated By-Laws (as amended from time to time, the “Company Bylaws”) its Subsidiaries’ Organizational Documents or the comparable governing instruments of SpinCo or any of the Company’s SubsidiariesTransferred Entity, (iiB) with or without the lapse of time or the giving of notice or both, a breach or violation of, a default or termination or modification (or right of termination or modification) under, payment of additional fees under, the creation or acceleration of any rights or obligations under, the trigger of any consent or notice requirement under, or the creation of a Lien on any of the assets of the Company or any of its Subsidiaries pursuant to any agreement, lease, license, contract, consent, settlement, note, mortgage, indenture, arrangement, understanding or other obligation (“Contracts”) binding upon the Company or any of its Subsidiaries (other than Affiliation Agreements that are not Key Affiliation Agreements)Transferred Assets, or, assuming (solely with respect to performance of this Agreement and the Transaction Documents and consummation of the Transactionstransactions contemplated hereby) the filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods and authorizations referred to in Section 3.04(a3.02(c) are made or obtained and receipt of the Company Requisite Vote, under any Law, Order or License to which the Company Seller Parties or any of its Subsidiaries is the Transferred Entities are subject or (iiiC) any change in the rights or obligations under any Material Contract to which the Company or any of its Subsidiaries is a partyMaterial Health Care Provider Contract, except, in the case of clauses (iiB) and (iiiC) above, for any such breach, violation, default, termination, modification, payment, acceleration, creation or change that would not, individually or in the aggregate, reasonably be expected likely to have a Company Material Adverse Effect.

Governmental Filings; No Violations. (a) Other Except with respect to Environmental Laws, which are specifically addressed in Section 6.13, other than the necessary filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations filings and/or notices (iA) pursuant to Section 1.031.3, (iiB) required under the HSR Act or any applicable foreign competition laws (the “Foreign Competition Laws”)Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Exchange Act, (iiiC) required to comply with state securities or “blue-"blue sky” Laws, " laws and (ivD) as may required to be required with or to the Federal Communications Commission (“FCC”) under the Communications Act of 1934, as amended (the “Communications Act”), or applicable rules and regulations promulgated thereunder (together made with the Communications ActThe Nasdaq Stock Market, the “Communications Laws”), and (v) as may be required with or to foreign and transnational Governmental Entities pursuant to applicable foreign and transnational Laws regarding the provision of broadcasting or audio-visual media services (such Governmental Entities, “Foreign Regulators”, and such laws, “Foreign Regulatory Laws”)Inc., no filingsnotices, notices and/or reports or other filings are required to be made by the Company Parent or its Subsidiaries Merger Sub with, nor are any consents, registrations, approvals, permits, expirations of waiting periods permits or authorizations required to be obtained by the Company Parent or its Subsidiaries Merger Sub from, any domestic, foreign or transnational governmental, competition or regulatory authority, court, arbitral tribunal agency, commission, body or other legislative, executive or judicial governmental entity or self-regulatory agency (each, a “Governmental Entity”) , in connection with the execution, execution and delivery of this Agreement by Parent and performance by each of the Company Merger Sub and SpinCo of the Transaction Documents to which it is or is contemplated to be a party or the consummation by the Company Parent and SpinCo Merger Sub of the Mergers Merger and the other Transactions, except, in each case, those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effecttransactions contemplated hereby. (b) The execution, delivery and performance of this Agreement by each of the Company Parent and SpinCo of each Transaction Document to which it is a party does not, the execution, delivery and performance by each of the Company and SpinCo of each Transaction Document to which it is contemplated to be a party will Merger Sub do not, and the consummation by each Parent and Merger Sub of the Company Merger and SpinCo of the Transactions other transactions contemplated hereby will not, constitute or result in (iA) a breach or violation of, or a default under, either the articles of organization or bylaws of Parent, the certificate of incorporation or bylaws of Merger Sub or the comparable governing instruments of any of Parent's Subsidiaries, (B) a breach or violation of, or a default under, the Company’s Restated Certificate of Incorporation (as amended from time to time, the “Company Charter”) or Amended and Restated By-Laws (as amended from time to time, the “Company Bylaws”) or the comparable governing instruments of SpinCo or any of the Company’s Subsidiaries, (ii) with or without the lapse of time or the giving of notice or both, a breach or violation of, a default or termination or modification (or right of termination or modification) under, payment of additional fees under, the creation or acceleration of any obligations under, or the creation of a Lien lien, pledge, security interest or other encumbrance on any of the assets of the Company or any of its Subsidiaries pursuant to any agreement, lease, license, contract, consent, settlement, note, mortgage, indenture, arrangement, understanding or other obligation (“Contracts”) binding upon the Company Parent or any of its Subsidiaries (other than Affiliation Agreements that are not Key Affiliation Agreements)with or without notice, orlapse of time or both) pursuant to, assuming (solely with respect to performance any Contracts binding upon Parent or any of the Transaction Documents and consummation of the Transactions) the filingsits Subsidiaries or any Law or governmental or non-governmental permit, noticeslicense, reportsjudgment, consentsinjunction, registrationsorder, approvalsdecree, permitsstatute, expirations of waiting periods and authorizations referred to in Section 3.04(a) are made law, ordinance, rule or obtained and receipt of the Company Requisite Vote, under any Law, Order or License regulation to which the Company Parent or any of its Subsidiaries is subject or (iiiC) any change in the rights or obligations of any party under any Contract to which of the Company or any of its Subsidiaries is a partyContracts, except, in the case of clauses clause (ii) and (iiiB) above, for any such breach, violation, default, termination, modification, payment, acceleration, creation or change that would not, individually or in the aggregate, reasonably be expected to not have a Company Parent Material Adverse EffectEffect or prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement.

Governmental Filings; No Violations. (a) Other than the necessary filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations approvals required by (i) pursuant to Section 1.031.3, (ii) required under the HSR Act or any applicable foreign competition laws (the “Foreign Competition Laws”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Act, (iii) the filing with the SEC of the registration statement on Form S-4 by Central in connection with the Stock Issuance pursuant to this Agreement (as amended or supplemented from time to time, the “Registration Statement”) and other filings required to comply with under federal or state securities or “blue-sky” Laws, laws and (iv) as may be required with the NYSE rules and regulations, no consent, approval, Order, license, Permit or to the Federal Communications Commission (“FCC”) under the Communications Act of 1934, as amended (the “Communications Act”)authorization of, or applicable rules and regulations promulgated thereunder (together with the Communications Actregistration, the “Communications Laws”)declaration, and (v) as may be required with notice or to foreign and transnational Governmental Entities pursuant to applicable foreign and transnational Laws regarding the provision of broadcasting or audio-visual media services (such Governmental Entities, “Foreign Regulators”, and such laws, “Foreign Regulatory Laws”), no filings, notices and/or reports are required to be made by the Company or its Subsidiaries filing with, nor are any consents, registrations, approvals, permits, expirations of waiting periods Governmental Entity is necessary or authorizations required to be obtained or made by the Company or its Subsidiaries from, any domestic, foreign with respect to Central or transnational governmental, competition or regulatory authority, court, arbitral tribunal agency, commission, body or other legislative, executive or judicial governmental entity or self-regulatory agency (each, a “Governmental Entity”) Merger Sub in connection with the executionexecution and delivery of this Agreement, delivery and the performance by each of the Company Central and SpinCo Merger Sub of the Transaction Documents to which it is or is contemplated to be a party or its obligations under this Agreement and the consummation by the Company Central and SpinCo Merger Sub of the Mergers Merger and the other Transactionstransactions contemplated hereby, except, in each case, except those that the failure of which to make or obtain would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Central Material Adverse Effect. (b) The execution, execution and delivery of this Agreement by Central and performance by each of the Company and SpinCo of each Transaction Document to which it is a party Merger Sub does not, the execution, delivery and performance by each of the Company and SpinCo of each Transaction Document to which it is contemplated to be a party will not, and the consummation by each of the Company Merger and SpinCo the other transactions contemplated hereby will not (with or without notice or lapse of time or both), (i) violate or conflict with any provision of the Transactions will notCentral Organizational Documents, constitute (ii) subject to the filings, notices, waiting periods or approvals contemplated by Section 3.5(a) and obtaining the Central Stockholder Approval, violate or conflict with any Laws or any Order applicable to Central or any of the Central Subsidiaries or any of their respective assets or properties or (iii) subject to obtaining the third-party consents and approvals set forth in Section 3.5(b) of the Central Disclosure Letter, violate, conflict with, or result in (i) a breach or violation of any provision of, or constitute a default under, or trigger any obligation to repurchase, redeem or otherwise retire Indebtedness under, or result in the Company’s Restated Certificate of Incorporation (as amended from time to time, the “Company Charter”) or Amended and Restated By-Laws (as amended from time to time, the “Company Bylaws”) or the comparable governing instruments of SpinCo or any of the Company’s Subsidiaries, (ii) with or without the lapse of time or the giving of notice or both, a breach or violation termination of, or accelerate the performance required by, or result in a default or termination or modification (or right of termination or modification) undertermination, cancellation, guaranteed payment of additional fees under, the creation or acceleration of any obligations obligation or the loss of a benefit under, or result in the creation of a Lien on any Encumbrance upon any of the assets of Central or any of the Company Central Subsidiaries pursuant to any provisions of any mortgage, indenture, deed of trust, Permit, concession, lease, instrument, obligation or other Contract of any kind to which Central or any of the Central Subsidiaries is now a party or by which it or any of its Subsidiaries pursuant to assets may be bound, or (iv) result in the creation of any agreement, lease, license, contract, consent, settlement, note, mortgage, indenture, arrangement, understanding Encumbrance upon any of the properties or other obligation (“Contracts”) binding upon the Company assets of Central or any of its Subsidiaries (other than Affiliation Agreements that are not Key Affiliation Agreements)the Central Subsidiaries, or, assuming (solely with respect to performance of the Transaction Documents and consummation of the Transactions) the filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods and authorizations referred to in Section 3.04(a) are made or obtained and receipt of the Company Requisite Vote, under any Law, Order or License to which the Company or any of its Subsidiaries is subject or (iii) any change in the rights or obligations under any Contract to which the Company or any of its Subsidiaries is a party, except, except in the case of the foregoing clauses (ii), (iii) and (iiiiv) above, for any such breach, violation, defaultconflict, termination, modification, paymentdefault, acceleration, creation creation, change, conflict or change Encumbrance that would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Central Material Adverse Effect.

Governmental Filings; No Violations. (a) Other than the necessary filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations those (i) pursuant required to Section 1.03be made under the HSR Act and the Exchange Act, (ii) required under the HSR Act or any applicable foreign competition laws (the “Foreign Competition Laws”)to be made with Self-Regulatory Organizations and Governmental Authorities regulating brokers, the Securities Exchange Act of 1934dealers, as amended (the “Exchange Act”)investment advisors, investment companies, banks, trust companies and the Securities Actinsurance companies, (iii) required to comply with be made pursuant to state securities and Commonwealth of Puerto Rico insurance or “bluebroker-sky” Laws, dealer regulations and (iv) as may be required with or such other filings and/or notices which if not given prior to the Federal Communications Commission (“FCC”) under the Communications Act of 1934, as amended (the “Communications Act”), or applicable rules and regulations promulgated thereunder (together with the Communications Act, the “Communications Laws”), and (v) as may be required with or to foreign and transnational Governmental Entities pursuant to applicable foreign and transnational Laws regarding the provision of broadcasting or audio-visual media services (such Governmental Entities, “Foreign Regulators”, and such laws, “Foreign Regulatory Laws”)Closing would not result in a Material Adverse Effect, no filingsnotices, notices and/or reports reports, applications or other filings are required to be made by the Company or its Subsidiaries Subsidiary with, nor are any consents, registrations, approvals, permits, expirations of waiting periods permits or authorizations required to be obtained by the Company or its Subsidiaries any of them from, any domestic, foreign or transnational governmental, competition or regulatory authority, court, arbitral tribunal agency, commission, body or other legislative, executive or judicial governmental entity or self-regulatory agency (each, a “Governmental Entity”) Authority in connection with the execution, execution and delivery and performance of this Agreement by each of the Seller or the Company and SpinCo of the Transaction Documents to which it is or is contemplated to be a party or the consummation by the Company and SpinCo Seller of the Mergers and transactions contemplated hereby. Subject to the other Transactionsmaking or obtaining of all filings, exceptnotices, in each caseapplications, those that consents, registrations, approvals, permits or authorizations with or of any relevant Governmental Authority with respect to the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (b) The execution, delivery and performance by each of the Company and SpinCo of each Transaction Document to which it is a party does nottransactions contemplated hereby, the execution, delivery and performance by each the Seller of the Company and SpinCo of each Transaction Document to which it is contemplated to be a party will not, this Agreement and the consummation by each the Seller of the Company transactions contemplated hereby, do not and SpinCo will not (1) constitute a breach or violation of, or a default under, or cause or allow the acceleration or creation of a Lien (with or without the giving of notice, passage of time or both) pursuant to, any law, rule or regulation or any judgment, decree, order, governmental or non-governmental permit or license, or any Contract of the Transactions will notSeller, the Company or the Company's Subsidiary or to which the Seller, the Company or the Company's Subsidiary or its or their properties is subject or bound or (2) constitute or result in (i) a breach or violation of, or a default under, the Company’s Restated Certificate of Incorporation (as amended from time to time, the “Company Charter”) or Amended and Restated By-Laws (as amended from time to time, the “Company Bylaws”) or the comparable governing instruments of SpinCo or any of the Company’s Subsidiaries, (ii) with or without the lapse of time or the giving of notice or both, a breach or violation of, a default or termination or modification (or right of termination or modification) under, payment of additional fees under, the creation or acceleration of any obligations under, or the creation of a Lien on any of the assets Constitutive Documents of the Company or of the Company's Subsidiary or (3) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental or non-governmental permit or license or the consent or approval of its Subsidiaries pursuant any other party to any agreement, lease, license, contract, consent, settlement, note, mortgage, indenture, arrangement, understanding or other obligation (“Contracts”) binding upon the Company or any of its Subsidiaries (other than Affiliation Agreements that are not Key Affiliation Agreements), or, assuming (solely with respect to performance of the Transaction Documents and consummation of the Transactions) the filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods and authorizations referred to in Section 3.04(a) are made or obtained and receipt of the Company Requisite Vote, under any Law, Order or License to which the Company or any of its Subsidiaries is subject or (iii) any change in the rights or obligations under any Contract to which the Company or any of its Subsidiaries is a party, except, in the case of clauses (ii) and (iii) above, for any such breach, violation, default, termination, modification, payment, acceleration, creation or change that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectContract.

Governmental Filings; No Violations. (ai) Other than the necessary filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations (i) any filings and/or notices required pursuant to (A) Section 1.032.3, (iiB) required under the HSR Act or any applicable foreign competition laws and Foreign Merger Laws and (C) the “Foreign Competition Laws”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Act, (iii) required to comply with or state securities or “blue-"blue sky” Laws, (iv) as may be required with or to " laws and the Federal Communications Commission (“FCC”) under the Communications Act "takeover" laws of 1934, as amended (the “Communications Act”), or applicable rules and regulations promulgated thereunder (together with the Communications Act, the “Communications Laws”), and (v) as may be required with or to foreign and transnational Governmental Entities pursuant to applicable foreign and transnational Laws regarding the provision of broadcasting or audio-visual media services (such Governmental Entities, “Foreign Regulators”, and such laws, “Foreign Regulatory Laws”)any state, no filings, notices and/or reports or other filings are required to be made by the Company Parent or its Subsidiaries the Merger Subsidiary with, nor are any consents, registrations, approvals, permits, expirations of waiting periods permits or authorizations required to be obtained by the Company Parent or its Subsidiaries the Merger Subsidiary from, any domestic, foreign or transnational governmental, competition or regulatory authority, court, arbitral tribunal agency, commission, body or other legislative, executive or judicial governmental entity or self-regulatory agency (each, a “Governmental Entity”) , in connection with the execution, execution and delivery of this Agreement by the Parent and performance by each of the Company Merger Subsidiary and SpinCo of the Transaction Documents to which it is or is contemplated to be a party or the consummation by the Company Parent and SpinCo the Merger Subsidiary of the Mergers Merger and the other Transactionstransactions contemplated hereby, except, in each case, except those that the failure to make or obtain would are not, individually or in the aggregate, reasonably be expected likely to have a Company Material Adverse Effectprevent, materially delay or materially impair the ability of the Parent or the Merger Subsidiary to consummate the transactions contemplated by this Agreement. (bii) The execution, delivery and performance of this Agreement by each of the Company Parent and SpinCo of each Transaction Document to which it is a party does not, the execution, delivery Merger Subsidiary do not and performance by each of the Company and SpinCo of each Transaction Document to which it is contemplated to be a party will not, and the consummation by each the Parent and the Merger Subsidiary of the Company Merger and SpinCo of the Transactions other transactions contemplated hereby will not, constitute or result in (iA) a breach or violation of, or a default under, the Company’s Restated Certificate certificate of Incorporation incorporation or bylaws (as amended from time to time, or similar documents) of the “Company Charter”) or Amended and Restated By-Laws (as amended from time to time, the “Company Bylaws”) Parent or the comparable governing instruments of SpinCo or any of the Company’s SubsidiariesMerger Subsidiary, (iiB) with or without the lapse of time or the giving of notice or both, a breach or violation of, a default under or termination or modification (or right of termination or modification) underthe acceleration of, payment of additional fees under, the creation or acceleration of any obligations under, obligation or the creation of a Lien lien, pledge, security interest or other encumbrance on any of the assets of the Company Parent or the Merger Subsidiary (with or without notice, lapse of time or both) pursuant to, any of its Subsidiaries pursuant to any agreement, lease, license, contract, consent, settlement, note, mortgage, indenture, arrangement, understanding or other obligation (“Contracts”) Contracts binding upon the Company Parent or the Merger Subsidiary or any of its Subsidiaries (other than Affiliation Agreements that are not Key Affiliation Agreements), or, assuming (solely with respect to performance of the Transaction Documents and consummation of the Transactions) the filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods and authorizations referred to in Section 3.04(a) are made Laws or obtained and receipt of the Company Requisite Vote, under any Law, Order governmental or License non-governmental permit or license to which the Company Parent or any of its Subsidiaries the Merger Subsidiary is subject or (iiiC) any change in the rights or obligations of any party under any Contract to which of the Company Contracts binding upon the Parent or any of its Subsidiaries is a partythe Merger Subsidiary, except, in the case of clauses clause (iiB) and or (iiiC) above, for any such breach, violation, default, termination, modification, payment, acceleration, creation or change that would notthat, individually or in the aggregate, is not reasonably be expected likely to have a Company Material Adverse Effectprevent, materially delay or materially impair the ability of the Parent or the Merger Subsidiary to consummate the transactions contemplated by this Agreement.

Governmental Filings; No Violations. (ai) Other than the necessary filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations required (iA) pursuant to Section 1.03under the HSR Act in connection with this Agreement, (iiB) set forth on Section 3.02(c)(i)(B) of the Purchaser Disclosure Letter or (C) required under the HSR Act or any applicable foreign competition laws (the “Foreign Competition Laws”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Act, (iii) required to comply with state securities or “blue-sky” Laws, (iv) as may be required with or to the Federal Communications Commission (“FCC”) under the Communications Act of 1934, as amended (the “Communications Act”), or applicable rules and regulations promulgated thereunder (together with the Communications Act, the “Communications Laws”), and (v) as may be required with or to foreign and transnational Governmental Entities pursuant to applicable foreign and transnational Laws regarding the provision of broadcasting or audio-visual media services (such Governmental Entities, “Foreign Regulators”, and such laws, “Foreign Regulatory Laws”), no filings, notices and/or reports are required to be made by the Company Purchaser or its Subsidiaries with, nor are any consents, registrations, approvals, permits, expirations of waiting periods or authorizations required to be obtained by the Company Purchaser or its Subsidiaries from, from any domestic, foreign or transnational governmental, competition or regulatory authority, court, arbitral tribunal agency, commission, body or other legislative, executive or judicial governmental entity or self-regulatory agency (each, a “Governmental Entity”) Entity in connection with the execution, delivery and performance of this Agreement by each of the Company and SpinCo of the Transaction Documents to which it is or is contemplated to be a party or Purchaser and/or the consummation by the Company and SpinCo Purchaser of the Mergers and the other Transactionstransactions contemplated hereby, except, in each case, those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected likely to have a Company Purchaser Material Adverse Effect. (bii) The execution, delivery and performance of this Agreement by each of the Company and SpinCo of each Transaction Document to which it is a party Purchaser does not, the execution, delivery and performance by each of the Company and SpinCo of each Transaction Document to which it is contemplated to be a party will not, and the consummation by each the Purchaser of the Company and SpinCo of the Transactions transactions contemplated hereby will not, constitute or result in (iA) a breach or violation of, or a default under, the Company’s Restated Certificate of Incorporation (as amended from time to time, the “Company Charter”) or Amended and Restated By-Laws (as amended from time to time, the “Company Bylaws”) or the comparable governing instruments of SpinCo or any Organizational Documents of the Company’s SubsidiariesPurchaser, (iiB) with or without the lapse of time or the giving of notice or both, a breach or violation of, a default or termination or modification (or right of termination or modification) under, payment of additional fees under, the creation or acceleration of any obligations under, or the creation of a Lien on any of the assets of the Company Purchaser or any of its Subsidiaries pursuant to any agreement, lease, license, contract, consent, settlement, note, mortgage, indenture, arrangement, understanding or other obligation (“Contracts”) material Contract binding upon the Company Purchaser or any of its Subsidiaries (other than Affiliation Agreements that are not Key Affiliation Agreements)Subsidiaries, or, assuming (solely with respect to performance of the Transaction Documents this Agreement and consummation of the Transactionstransactions contemplated hereby) the filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods and authorizations referred to in Section 3.04(a3.02(c)(i) are made or obtained and receipt of the Company Requisite Voteobtained, under any Law, Order or License to which the Company Purchaser or any of its Subsidiaries is subject or (iiiC) any change in the rights or obligations under any material Contract to which the Company Purchaser or any of its Subsidiaries is a party, except, in the case of clauses (iiB) and (iiiC) above, for any such breach, violation, default, termination, modification, payment, acceleration, creation or change that would not, individually or in the aggregate, reasonably be expected likely to have a Company Purchaser Material Adverse Effect.

Governmental Filings; No Violations. (a) Other than the necessary filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations Except for (i) pursuant to Section 1.03, (ii) filings required under by the HSR Act or any applicable foreign competition laws (requirements of the “Foreign Competition Laws”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Act, (ii) the filing and recordation of appropriate merger documents as required by the DGCL, (iii) required to comply with state filings under securities or “blue-sky” Lawsblue sky laws or takeover statutes of the various states, and (iv) as may be required with or to the Federal Communications Commission (“FCC”) under the Communications Act of 1934, as amended (the “Communications Act”), or applicable rules and regulations promulgated thereunder (together with the Communications Act, the “Communications Laws”), and (v) as may be required with or to foreign and transnational Governmental Entities pursuant to applicable foreign and transnational Laws regarding the provision of broadcasting or audio-visual media services (such Governmental Entities, “Foreign Regulators”, and such laws, “Foreign Regulatory Laws”), no filings, notices and/or reports are required to be made by the Company or its Subsidiaries with, nor are any consents, registrations, approvals, permits, expirations of waiting periods or authorizations required to be obtained by the Company or its Subsidiaries from, any domestic, foreign or transnational governmental, competition or regulatory authority, court, arbitral tribunal agency, commission, body or other legislative, executive or judicial governmental entity or self-regulatory agency (each, a “Governmental Entity”) filings in connection with the executionany applicable transfer or other taxes in any applicable jurisdiction, delivery no filing with, and performance by each of the Company and SpinCo of the Transaction Documents to which it no permit, authorization, consent or approval of, any public body or authority is or is contemplated to be a party or necessary for the consummation by the Company and SpinCo Mergeco of the Mergers and the other Transactionstransactions contemplated by this Agreement, except, in each case, those that the failure to make or obtain which would, individually or in the aggregate, materially adversely affect the ability of Mergeco to perform its obligations hereunder or to consummate the transactions contemplated hereby. (b) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby, nor compliance by Mergeco with any of the provisions hereof, will (i) conflict with or result in any violation of any provision of the Certificate of Incorporation or By-Laws of Mergeco, (ii) result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which Mergeco is a party or by which it or any of its properties or assets is bound or (iii) assuming the truth of the representations and warranties of the Company contained herein and its compliance with all agreements contained herein and assuming the due making or obtaining of all filings, permits, authorizations, consents and approvals referred to in the preceding sentence, violate any statute, rule, regulation, order, injunction, writ or decree of any public body or authority by which Mergeco or any of its respective assets or properties is bound, excluding from the foregoing clauses (ii) and (iii) violations, breaches, rights or defaults which would not, individually or in the aggregate, reasonably be expected materially adversely affect Mergeco's ability perform its obligations hereunder or to have a Company Material Adverse Effectconsummate the transactions contemplated hereby. (b) The execution, delivery and performance by each of the Company and SpinCo of each Transaction Document to which it is a party does not, the execution, delivery and performance by each of the Company and SpinCo of each Transaction Document to which it is contemplated to be a party will not, and the consummation by each of the Company and SpinCo of the Transactions will not, constitute or result in (i) a breach or violation of, or a default under, the Company’s Restated Certificate of Incorporation (as amended from time to time, the “Company Charter”) or Amended and Restated By-Laws (as amended from time to time, the “Company Bylaws”) or the comparable governing instruments of SpinCo or any of the Company’s Subsidiaries, (ii) with or without the lapse of time or the giving of notice or both, a breach or violation of, a default or termination or modification (or right of termination or modification) under, payment of additional fees under, the creation or acceleration of any obligations under, or the creation of a Lien on any of the assets of the Company or any of its Subsidiaries pursuant to any agreement, lease, license, contract, consent, settlement, note, mortgage, indenture, arrangement, understanding or other obligation (“Contracts”) binding upon the Company or any of its Subsidiaries (other than Affiliation Agreements that are not Key Affiliation Agreements), or, assuming (solely with respect to performance of the Transaction Documents and consummation of the Transactions) the filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods and authorizations referred to in Section 3.04(a) are made or obtained and receipt of the Company Requisite Vote, under any Law, Order or License to which the Company or any of its Subsidiaries is subject or (iii) any change in the rights or obligations under any Contract to which the Company or any of its Subsidiaries is a party, except, in the case of clauses (ii) and (iii) above, for any such breach, violation, default, termination, modification, payment, acceleration, creation or change that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Governmental Filings; No Violations. (ai) Other than the necessary filingsapplications, notices, reportsreports and other filings required to be made by it in connection with the approval of the Board of Governors of the Federal Reserve System (the "Federal Reserve Board") under the Bank Holding Company Act of 1956, consentsas amended (the "BHC Act"), registrationsand the approvals of federal, approvalsstate and local, permitsdomestic and foreign, expirations of waiting periods or authorizations authorities regulating financial institutions (ithe "Regulatory Approvals") pursuant to Section 1.03, (ii) and other than as required under the HSR Investment Company Act or any applicable foreign competition laws (the “Foreign Competition Laws”)of 1940, as amended, the Securities Exchange Act of 1934, as amended (including the “rules and regulations thereunder, the "Exchange Act”"), the Securities Act of 1933, as amended (including the rules and regulations thereunder, the "Securities Act"), and state securities and "Blue Sky" laws (together with the Exchange Act and the Securities Act, (iii) required to comply with state securities or “blue-sky” the "Securities Laws, (iv) as may be required with or to the Federal Communications Commission (“FCC”) under the Communications Act of 1934, as amended (the “Communications Act”), or applicable rules and regulations promulgated thereunder (together with the Communications Act, the “Communications Laws”), and (v) as may be required with or to foreign and transnational Governmental Entities pursuant to applicable foreign and transnational Laws regarding the provision of broadcasting or audio-visual media services (such Governmental Entities, “Foreign Regulators”, and such laws, “Foreign Regulatory Laws”"), no filingsapplications, notices and/or notices, reports or other filings are required to be made by the Company or its Subsidiaries it with, nor are any consents, registrations, approvals, permits, expirations of waiting periods permits or authorizations required to be obtained by the Company or its Subsidiaries it from, any domestic, foreign or transnational governmental, competition governmental or regulatory authority, agency, court, arbitral tribunal agency, commission, body commission or other legislativeentity, executive domestic or judicial governmental entity or self-regulatory agency foreign (each, a “"Governmental Entity”) "), in connection with the execution, delivery or performance of this Plan or the Mid Am Stock Option Agreement or the Citizens Stock Option Agreement, as the case may be, by it and performance by each of the Company and SpinCo of the Transaction Documents to which it is or is contemplated to be a party or the consummation by the Company and SpinCo it of the Mergers transactions contemplated hereby and the other Transactions, except, in each case, those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectthereby. (bii) The execution, delivery and performance by each of the Company this Plan does not and SpinCo of each Transaction Document to which it is a party does not, the execution, delivery and performance by each of the Company and SpinCo of each Transaction Document to which it is contemplated to be a party will not, and the consummation by each it of any of the Company and SpinCo of the Transactions transactions contemplated hereby will not, constitute or result in (iA) a breach or violation of, or a default under, the Company’s Restated Certificate its articles of Incorporation (as amended from time to timeincorporation or code of regulations, the “Company Charter”) or Amended and Restated By-Laws (as amended from time to time, the “Company Bylaws”) or the comparable governing instruments of SpinCo or any of the Company’s Subsidiariesits subsidiaries, or (iiB) with or without the lapse of time or the giving of notice or both, a breach or violation of, or a default or termination or modification (or right of termination or modification) under, payment of additional fees under, or the creation or acceleration of any obligations under, or the creation of a Lien on (with or without the giving of notice, the lapse of time or both) pursuant to, any provision of the assets of the Company or any of its Subsidiaries pursuant to any agreement, lease, license, contract, consent, settlement, note, mortgage, indenture, arrangement, understanding arrangement or other obligation (“"Contracts”") binding upon the Company of it or any of its Subsidiaries (other than Affiliation Agreements that are not Key Affiliation Agreements)subsidiaries or any law, orrule, assuming (solely with respect to performance of the Transaction Documents and consummation of the Transactions) the filingsordinance or regulation or judgment, noticesdecree, reportsorder, consents, registrations, approvals, permits, expirations of waiting periods and authorizations referred to in Section 3.04(a) are made award or obtained and receipt of the Company Requisite Vote, under any Law, Order governmental or License non-governmental permit or license to which the Company it or any of its Subsidiaries subsidiaries is subject subject, or (iii) any change in the rights or obligations of any party under any Contract to which of the Company or any of its Subsidiaries is a party, except, in the case of clauses (ii) and (iii) above, for any such breach, violation, default, termination, modification, payment, acceleration, creation or change that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectContracts.

Governmental Filings; No Violations. (a) Other The execution, delivery, and performance by Parent and Merger Sub of this Agreement and the consummation by Parent and Merger Sub of the Merger and the other Transactions require no authorization, consent, approval, waiting period expiration, termination, authorization or permit of, other action by or in respect of, or filing with or notification to, any Governmental Authority other than the necessary filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations (i) pursuant to Section 1.03as may be required under the MLLCA, (ii) required under the HSR Act or compliance with any applicable foreign competition laws (the “Foreign Competition Laws”), requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Exchange Act, (iii) filings required to comply with by any applicable state securities or federal securities, takeover or “blue-blue sky” Laws, (iv) as may be required compliance with or to the Federal Communications Commission (“FCC”) under the Communications Act of 1934, as amended (the “Communications Act”), or any applicable rules and regulations promulgated thereunder (together with the Communications Actof Nasdaq or any applicable national exchange to which Parent is subject, the “Communications Laws”), and (v) as may be required with or to foreign and transnational Governmental Entities pursuant to applicable foreign and transnational Laws regarding the provision of broadcasting or audio-visual media services (such Governmental Entities, “Foreign Regulators”, and such laws, “Foreign Regulatory Laws”), no filings, notices and/or reports are required to be made by the Company or its Subsidiaries with, nor are any consents, registrations, approvals, permits, expirations of waiting periods or authorizations required to be obtained by the Company or its Subsidiaries from, any domestic, foreign or transnational governmental, competition or regulatory authority, court, arbitral tribunal agency, commission, body or other legislative, executive or judicial governmental entity or self-regulatory agency (each, a “Governmental Entity”) in connection with the executionfederal, delivery state and performance by each of the Company local transfer Taxes, and SpinCo of the Transaction Documents to which it is or is contemplated to be a party or the consummation by the Company and SpinCo of the Mergers and the other Transactions, except, in each case, those that the (vi) where failure to obtain any such authorization, consent, approval, waiting period expiration, termination, authorization or permit, other action, and make any such filing or obtain notification, would notnot and would not reasonably be expected to, individually or in the aggregate, reasonably be expected prevent, materially delay or materially impair the ability of Parent or Merger Sub to have a Company Material Adverse Effectconsummate the Merger and the other Transactions. (b) The execution, delivery delivery, and performance of this Agreement by each of the Company Parent and SpinCo of each Transaction Document to which it is a party does not, the execution, delivery and performance by each of the Company and SpinCo of each Transaction Document to which it is contemplated to be a party will Merger Sub do not, and the consummation by each of the Company Merger and SpinCo of the other Transactions by Parent and Merger Sub will not, constitute or result in (i) result in a breach or violation of, or a default under, the Company’s Restated Certificate of Incorporation (as amended from time to time, the “Company Charter”) or Amended and Restated By-Laws (as amended from time to time, the “Company Bylaws”) or the comparable governing instruments of SpinCo or any of the Company’s SubsidiariesOrganizational Documents of Parent or Merger Sub, (ii) assuming compliance with the matters referred to in Section 4.3(a), result in a breach or violation of any Law to which Parent or Merger Sub is subject, or (iii) require any notice, consent or approval under, result in any breach of any obligation, constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default, under, cause or permit the termination, modification, cancellation or acceleration (with or without notice or the lapse of time or the giving of notice or both, a breach or violation of, a default or termination or modification (or right of termination or modification) under, payment of additional fees under, the creation or acceleration of any obligations under, or the creation of a Lien on any of the assets of the Company or any of its Subsidiaries pursuant to any agreement, lease, license, contract, consent, settlement, note, mortgage, indenture, arrangement, understanding or other obligation (“Contracts”) binding upon the Company or any of its Subsidiaries (other than Affiliation Agreements that are not Key Affiliation Agreements), or, assuming (solely with respect to performance of the Transaction Documents and consummation of the Transactions) the filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods and authorizations referred to in Section 3.04(a) are made or obtained and receipt of the Company Requisite Vote, under any Law, Order or License to which the Company or any of its Subsidiaries is subject or (iii) any change in the rights or obligations under any material Contract to which the Company Parent or any of its Subsidiaries Merger Sub is a party, except, except in the case of clauses (ii) and (iii) above, for any such breach, violation, notice, consent, approval, material increase in any cost or obligation, default, termination, modification, paymentcancellation or acceleration of any right or obligation, acceleration, loss of any benefit or creation or change of any Lien that would notnot and would not reasonably be expected to, individually or in the aggregate, reasonably be expected prevent, materially delay or materially impair the ability of Parent or Merger Sub to have a Company Material Adverse Effectconsummate the Merger and the other Transactions.

Governmental Filings; No Violations. (a) Other than the necessary filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations approvals required by (i) pursuant to Section 1.031.3, (ii) required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (“HSR Act or any applicable foreign competition laws (the “Foreign Competition LawsAct”), (iii) the Securities Exchange Act of 1934, as amended amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), ) and the Securities Act, (iii) required to comply with state securities or “blue-sky” Laws, (iv) as may be required with Nasdaq rules and regulations, no consent, approval, Order, license, Permit or to the Federal Communications Commission (“FCC”) under the Communications Act of 1934, as amended (the “Communications Act”)authorization of, or applicable rules and regulations promulgated thereunder (together with the Communications Actregistration, the “Communications Laws”)declaration, and (v) as may be required with notice or to foreign and transnational Governmental Entities pursuant to applicable foreign and transnational Laws regarding the provision of broadcasting or audio-visual media services (such Governmental Entities, “Foreign Regulators”, and such laws, “Foreign Regulatory Laws”), no filings, notices and/or reports are required to be made by the Company or its Subsidiaries filing with, nor are any consents, registrations, approvals, permits, expirations of waiting periods Governmental Entity is necessary or authorizations required to be obtained or made by or with respect to Lambda or any of the Company or its Lambda Subsidiaries from, any domestic, foreign or transnational governmental, competition or regulatory authority, court, arbitral tribunal agency, commission, body or other legislative, executive or judicial governmental entity or self-regulatory agency (each, a “Governmental Entity”) in connection with the executionexecution and delivery of this Agreement, delivery and the performance by each Lambda of the Company its obligations under this Agreement and SpinCo of the Transaction Documents to which it is or is contemplated to be a party or the consummation by the Company and SpinCo Lambda of the Integrated Mergers and the other Transactionstransactions contemplated hereby, except, in each case, except those that the failure of which to make or obtain would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Lambda Material Adverse Effect. (b) The execution, execution and delivery and performance of this Agreement by each of the Company and SpinCo of each Transaction Document to which it is a party Lambda does not, the execution, delivery and performance by each of the Company and SpinCo of each Transaction Document to which it is contemplated to be a party will not, and the consummation by each of the Company Integrated Mergers and SpinCo the other transactions contemplated hereby will not (with or without notice or lapse of time or both), (i) violate or conflict with any provision of the Transactions will notLambda Organizational Documents, constitute (ii) subject to the filings, notices, waiting periods or approvals contemplated by Section 2.5(a) and obtaining the Lambda Stockholder Approval, violate or conflict with any Laws or any Order applicable to Lambda or any of the Lambda Subsidiaries or any of their respective assets or properties, (iii) subject to obtaining the third-party consents and approvals set forth in Section 2.5(b) of the Lambda Disclosure Letter, as well as the termination of the Lambda Credit Agreement and satisfaction in full of all obligations outstanding thereunder and under the Lambda Warrants, in each case, prior to or at the Closing, violate, conflict with, or result in (i) a breach or violation of any provision of, or constitute a default under, or trigger any obligation to repurchase, redeem or otherwise retire Indebtedness under, or result in the Company’s Restated Certificate of Incorporation (as amended from time to time, the “Company Charter”) or Amended and Restated By-Laws (as amended from time to time, the “Company Bylaws”) or the comparable governing instruments of SpinCo or any of the Company’s Subsidiaries, (ii) with or without the lapse of time or the giving of notice or both, a breach or violation termination of, or accelerate the performance required by, or result in a default or termination or modification (or right of termination or modification) undertermination, cancellation, guaranteed payment of additional fees under, the creation or acceleration of any obligations obligation or the loss of a benefit under, or result in the creation of a Lien on any Encumbrance upon any of the assets of Lambda or any of the Company Lambda Subsidiaries pursuant to any provisions of any mortgage, indenture, deed of trust, Permit, concession, lease, instrument, obligation or other Contract of any kind to which Lambda or any of the Lambda Subsidiaries is now a party or by which it or any of its Subsidiaries pursuant to assets may be bound or (iv) result in the creation of any agreement, lease, license, contract, consent, settlement, note, mortgage, indenture, arrangement, understanding Encumbrance upon any of the properties or other obligation (“Contracts”) binding upon the Company assets of Lambda or any of its the Lambda Subsidiaries (other than Affiliation Agreements that are not Key Affiliation Agreements), or, assuming (solely with respect to performance of the Transaction Documents including Pi and consummation of the Transactions) the filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods and authorizations referred to in Section 3.04(a) are made or obtained and receipt of the Company Requisite Vote, under any Law, Order or License to which the Company or any of its Pi’s Subsidiaries is subject or (iiithe “Pi Subsidiaries”) any change in following the rights or obligations under any Contract to which the Company or any of its Subsidiaries is a party, Integrated Mergers) except, in the case of the foregoing clauses (ii), (iii) and (iiiiv) above, for any such breach, violation, defaultconflict, termination, modification, paymentdefault, acceleration, creation creation, change, conflict or change Encumbrance that would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Lambda Material Adverse Effect.

Governmental Filings; No Violations. (ai) Other than the necessary filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations filings and/or notices (iA) pursuant to Section 1.032.3, (iiB) required under the HSR Securities Act or any applicable foreign competition laws (the “Foreign Competition Laws”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Exchange Act, (iiiC) required to comply be made with the NYSE, and (D) other foreign approvals (if any), state securities or securities, takeover and “blue-blue sky” Laws, (iv) as may be required with no notices, reports or to the Federal Communications Commission (“FCC”) under the Communications Act of 1934, as amended (the “Communications Act”), or applicable rules and regulations promulgated thereunder (together with the Communications Act, the “Communications Laws”), and (v) as may be required with or to foreign and transnational Governmental Entities pursuant to applicable foreign and transnational Laws regarding the provision of broadcasting or audio-visual media services (such Governmental Entities, “Foreign Regulators”, and such laws, “Foreign Regulatory Laws”), no filings, notices and/or reports other filings are required to be made by the Company Parent or its Subsidiaries Merger Sub with, nor are any consents, registrations, approvals, permits, expirations of waiting periods permits or authorizations required to be obtained by the Company Parent or its Subsidiaries Merger Sub from, any domestic, foreign or transnational governmental, competition or regulatory authority, court, arbitral tribunal agency, commission, body or other legislative, executive or judicial governmental entity or self-regulatory agency (each, a “Governmental Entity”) , in connection with the execution, execution and delivery of this Agreement by Parent and performance by each of the Company Merger Sub and SpinCo of the Transaction Documents to which it is or is contemplated to be a party or the consummation by the Company Parent and SpinCo Merger Sub of the Mergers Merger and the other Contemplated Transactions, except, in each case, except those that the failure to make or obtain would are not, individually or in the aggregate, reasonably be expected likely to have a Company Material Adverse Effectmaterial adverse effect on the ability of Parent to consummate the Merger. (bii) The execution, delivery and performance of this Agreement by each of the Company Parent and SpinCo of each Transaction Document to which it is a party does not, the execution, delivery and performance by each of the Company and SpinCo of each Transaction Document to which it is contemplated to be a party will Merger Sub do not, and the consummation by each Parent and Merger Sub of the Company Merger and SpinCo of the other Contemplated Transactions will not, constitute or result in (iA) a breach or violation of, or a default under, the Company’s Restated Certificate certificate of Incorporation (as amended from time to time, the “Company Charter”) incorporation or Amended bylaws of Parent and Restated By-Laws (as amended from time to time, the “Company Bylaws”) certificate of incorporation or bylaws of Merger Sub or the comparable governing instruments organizational documents of SpinCo or any of the CompanyParent’s Subsidiaries, (iiB) with or without the lapse of time or the giving of notice or both, a breach or violation of, a default or termination or modification (or right of termination termination) or modification) under, payment of additional fees a default under, the creation or loss of any benefit under, the acceleration of any obligations under, or the creation of a Lien on any of the assets of the Company or any of its Subsidiaries pursuant to any agreement, lease, license, contract, consent, settlement, note, mortgage, indenture, arrangement, understanding or other obligation (“Contracts”) binding upon the Company Parent or any of its Subsidiaries (other than Affiliation Agreements that are not Key Affiliation Agreements)with or without notice, orlapse of time or both) pursuant to, assuming (solely with respect to performance any Contract binding upon Parent or any of the Transaction Documents and consummation of the Transactions) the filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods and authorizations referred to in Section 3.04(a) are made its Subsidiaries or obtained and receipt of the Company Requisite Vote, under any Law, Order Laws or License governmental or non-governmental permit or license to which the Company Parent or any of its Subsidiaries is subject subject, or (iiiC) any change in the rights or obligations of any party under any Contract to which of the Company or any of its Subsidiaries is a partyContracts, except, in the case of clauses clause “(ii) and B)” or “(iii) C)” above, for any such breach, violation, termination, default, termination, modification, payment, acceleration, acceleration or creation or change that would notthat, individually or in the aggregate, is not reasonably be expected likely to have a Company Material Adverse Effectmaterial adverse effect on the ability of Parent to consummate the Merger.

Governmental Filings; No Violations. (a) Other than the necessary filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations filings and/or notices (i) pursuant to Section 1.03under the HSR Act and the Exchange Act, (ii) required under to be made pursuant to state banking regulations or with the HSR Act or any applicable foreign competition laws (Board of Governors of the “Foreign Competition Laws”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”)Federal Reserve System, and the Securities Act, (iii) required to comply with state securities or “blue-sky” Laws, (iv) as may be required with or to the Federal Communications Commission (“FCC”) under the Communications Act of 1934, as amended (the “Communications Act”), or applicable rules and regulations promulgated thereunder (together made with the Communications Act, the “Communications Laws”), NYSE and (v) as may be required with or to foreign and transnational Governmental Entities pursuant to applicable foreign and transnational Laws regarding the provision of broadcasting or audioother Self-visual media services (such Governmental Entities, “Foreign Regulators”, and such laws, “Foreign Regulatory Laws”)Organizations, no filingsnotices, notices and/or reports reports, applications or other filings are required to be made by the Company Buyer or any of its Subsidiaries with, nor are any consents, registrations, approvals, permits, expirations of waiting periods permits or authorizations required to be obtained by the Company or its Subsidiaries any of them from, any domestic, foreign or transnational governmental, competition or regulatory authority, court, arbitral tribunal agency, commission, body or other legislative, executive or judicial governmental entity or self-regulatory agency (each, a “Governmental Entity”) Authority in connection with the execution, execution and delivery of this Agreement by the Buyer and performance by each of the Company and SpinCo of the Transaction Documents to which it is or is contemplated to be a party or the consummation by the Company and SpinCo Buyer of the Mergers and transaction contemplated hereby. Subject to the other Transactionsmaking or obtaining of all filings, exceptnotices, in each caseapplications, those that consents, registrations, approvals, permits or authorizations with or of any relevant Governmental Authority with respect to the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (b) The execution, delivery and performance by each of the Company and SpinCo of each Transaction Document to which it is a party does nottransaction contemplated hereby, the execution, delivery and performance by each of the Company and SpinCo of each Transaction Document to which it is contemplated to be a party will notthis Agreement, and the consummation by each of the Company transaction contemplated hereby, does not and SpinCo will not (A) constitute a breach or violation of, or a default under, or cause or allow the acceleration or creation of a Lien (with or without the Transactions will notgiving of notice, passage of time or both) pursuant to, any law, rule or regulation or any judgment, decree, order, governmental or non-governmental permit or license, or any Contract of it or of any of its Subsidiaries or to which the Buyer or any of its Subsidiaries or its or their properties is subject or bound, (B) constitute or result in (i) a breach or violation of, or a default under, the Company’s Restated Certificate of Incorporation (as amended from time to time, the “Company Charter”) or Amended and Restated By-Laws (as amended from time to time, the “Company Bylaws”) or the comparable governing instruments of SpinCo or any Constitutive Documents of the Company’s Subsidiaries, (ii) with or without the lapse of time or the giving of notice or both, a breach or violation of, a default or termination or modification (or right of termination or modification) under, payment of additional fees under, the creation or acceleration of any obligations under, or the creation of a Lien on any of the assets of the Company Buyer or any of its Subsidiaries pursuant Subsidiaries, or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, or the consent or approval of any other party to any agreement, lease, license, contract, consent, settlement, note, mortgage, indenture, arrangement, understanding or other obligation (“Contracts”) binding upon the Company or any of its Subsidiaries (other than Affiliation Agreements that are not Key Affiliation Agreements), or, assuming (solely with respect to performance of the Transaction Documents and consummation of the Transactions) the filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods and authorizations referred to in Section 3.04(a) are made or obtained and receipt of the Company Requisite Vote, under any Law, Order or License to which the Company or any of its Subsidiaries is subject or (iii) any change in the rights or obligations under any Contract to which the Company or any of its Subsidiaries is a party, except, in the case of clauses (ii) and (iii) above, for any such breach, violation, default, termination, modification, payment, acceleration, creation or change that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectContract.

Governmental Filings; No Violations. (a) Other than the filing with the SEC of the Distribution Registration Statement and the RMT Partner Registration Statement, the filing of any amendment to the Organizational Documents of Spinco to effect the Separation and Distribution and the necessary filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations (i) pursuant to Section 1.032.3, (ii) required under the rules and regulations of the NYSE and NASDAQ, (iii) required under the HSR Act or and any other applicable foreign competition laws (the “Foreign Competition Antitrust Laws”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Act, (iiiiv) required to comply with state securities or “blue-sky” Laws, (ivv) as may be required with or to the Federal Communications Commission (“FCC”) FCC under the Communications Act of 1934Laws, as amended (the “Communications Act”), or applicable rules and regulations promulgated thereunder (together with the Communications Act, the “Communications Laws”), and (vvi) as may be required with or to foreign the PUCs and transnational other local and state Governmental Entities pursuant to applicable foreign Utilities Laws and transnational Laws regarding the provision of broadcasting (vii) as may be required with or audio-visual media services (such Governmental Entities, “to Foreign Regulators”, and such laws, “Regulators pursuant to Foreign Regulatory Laws”), no filings, notices and/or or reports are required to be made by the Company or its Subsidiaries Remainco with, nor are any consents, registrations, approvals, permits, expirations of waiting periods or authorizations required to be obtained by the Company or its Subsidiaries Remainco from, any domestic, foreign or transnational governmental, competition or regulatory authority, court, arbitral tribunal agency, commission, body or other legislative, executive or judicial governmental entity or self-regulatory agency (each, a “Governmental Entity”) Entity in connection with the execution, delivery and performance of this Agreement by each of the Company and SpinCo of the Transaction Documents to which it is or is contemplated to be a party or the consummation by the Company and SpinCo of the Mergers and the other TransactionsRemainco, except, in each case, those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected likely to have a Company Remainco Material Adverse Effect. (b) The execution, delivery and performance by each Remainco of this Agreement and the Company and SpinCo of each Transaction Document Documents to which it is a party does not, the execution, delivery and performance by each of the Company and SpinCo of each Transaction Document to which it is contemplated to or will be a party as of the date hereof and as of the Effective Time do not and will not, and the consummation by each of the Company and SpinCo Remainco of the Transactions and the transactions contemplated by such other Transaction Documents will not, constitute or result in (i) a breach or violation of, or a default under, the CompanyRemainco’s Restated Certificate of Incorporation (as amended from time to time, the “Company Charter”) or Amended and Restated By-Laws (as amended from time to time, the “Company Bylaws”) or the comparable governing instruments of SpinCo or any of the Company’s SubsidiariesOrganizational Documents, (ii) with or without the lapse of time or the giving of notice or both, a breach or violation of, a default or termination or modification (or right of termination or modification) under, payment of additional fees under, the creation or acceleration of any obligations under, or the creation of a Lien on any of the assets of the Company or any of its Subsidiaries Remainco pursuant to any agreement, lease, license, contract, consent, settlement, note, mortgage, indenture, arrangement, understanding or other obligation (“Contracts”) Contract binding upon the Company Remainco or any of its Subsidiaries (other than Affiliation Agreements that are not Key Affiliation Agreements), or, assuming (solely with respect to performance of the Transaction Documents and consummation of the Transactions) the filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods and authorizations referred to in Section 3.04(a) are made or obtained and receipt of the Company Requisite Vote, under any Law, Governmental Order or License to which the Company or any of its Subsidiaries Remainco is subject or (iii) any change in the rights or obligations under any Contract to which the Company or any of its Subsidiaries Remainco is a party, except, in the case of clauses (ii) and (iii) above, for any such breach, violation, default, termination, modification, payment, acceleration, creation or change that would not, individually or in the aggregate, reasonably be expected likely to have a Company Remainco Material Adverse Effect.

Governmental Filings; No Violations. (ai) Other than the necessary any filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations (i) pursuant to Section 1.03, (ii) required under the HSR Act or any applicable foreign competition laws (the “Foreign Competition Laws”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Act, (iii) required to comply with state securities or “blue-sky” Laws, (iv) as may be required with or to the Federal Communications Commission (“FCC”) under the Communications Act of 1934, as amended (the “Communications Act”), or applicable rules and regulations promulgated thereunder (together with the Communications Act, the “Communications Laws”), and (v) as may be required with or to foreign and transnational Governmental Entities pursuant to applicable foreign and transnational Laws regarding the provision of broadcasting or audio-visual media services (such Governmental Entities, “Foreign Regulators”, and such laws, “Foreign Regulatory Laws”), no filings, notices and/or reports are required to be made by (A) pursuant to the Company or its Subsidiaries withDGCL, nor are any consents(B) under the HSR Act, registrations(C) under the EUMR, approvals, permits, expirations of waiting periods or authorizations required to be obtained by the Company or its Subsidiaries from, any domestic, foreign or transnational governmental, competition or regulatory authority, court, arbitral tribunal agency, commission, body or other legislative, executive or judicial governmental entity or self-regulatory agency (each, a “Governmental Entity”D) under applicable Foreign Antitrust Laws and (E) in connection with the execution, delivery and performance by each of the Company and SpinCo of the Transaction Documents to which it is or is contemplated to be a party or the consummation by the Company and SpinCo of the Mergers and the other Transactions, except, in each case, those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (b) The execution, delivery and performance by each of the Company and SpinCo of each Transaction Document to which it is a party does not, the execution, delivery and performance by each of the Company and SpinCo of each Transaction Document to which it is contemplated to be a party will not, and the consummation by each of the Company and SpinCo of the Transactions will not, constitute or result in (i) a breach or violation of, or a default under, the Company’s Restated Certificate of Incorporation (as amended from time to time, the “Company Charter”) or Amended and Restated By-Laws (as amended from time to time, the “Company Bylaws”) or the comparable governing instruments of SpinCo or any of the Company’s Subsidiaries, (ii) with or without the lapse of time or the giving of notice or both, a breach or violation of, a default or termination or modification (or right of termination or modification) under, payment of additional fees under, the creation or acceleration of any obligations under, or the creation filing of a Lien on any of the assets of the Company or any of its Subsidiaries pursuant to any agreementJoint Notice with CFIUS, lease, license, contract, consent, settlement, note, mortgage, indenture, arrangement, understanding or other obligation (“Contracts”) binding upon the Company or any of its Subsidiaries (other than Affiliation Agreements that are not Key Affiliation Agreements), or, assuming (solely with respect to performance of the Transaction Documents and consummation of the Transactions) the no filings, notices, reports, consents, registrations, approvals, permitspermits or authorizations are required to be made by Parent or Merger Sub with, expirations nor are any required to be obtained by Parent or Merger Sub from, any Governmental Entity in connection with the execution, delivery and performance of waiting periods this Agreement by Parent and authorizations Merger Sub and the consummation of the Merger and the other transactions contemplated by this Agreement by Parent or Merger Sub, except as does not and would not reasonably be expected to, individually or in the aggregate, prevent Parent or Merger Sub from consummating the Merger by the Outside Date. (ii) The execution, delivery and performance of this Agreement by Parent and Merger Sub do not, and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement, including the Financing, will not, constitute or result in (A) a breach or violation of, or default under, the certificate of incorporation or bylaws of Merger Sub or the comparable governing documents of Parent or (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under or the creation of an Encumbrance (other than any Permitted Encumbrance) on any of the assets of Parent or any of its Subsidiaries pursuant to, any Contracts binding upon Parent or any of its Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation of the Merger and the other transactions contemplated by this Agreement) compliance with the matters referred to in Section 3.04(a) are made or obtained and receipt of the Company Requisite Vote5.2(c)(i), under any Law, Order or License Law to which the Company Parent or any of its Subsidiaries is subject subject, or (iiiC) any change in the rights or obligations under any Contract to which the Company of Parent or any of its Subsidiaries is a partyunder any Contract binding upon Parent or any of its Subsidiaries, except, in the case of clauses (iiB) and or (iiiC) above, for any such breach, violation, termination, default, terminationcreation, modification, payment, acceleration, creation acceleration or change that does not and would notnot reasonably be expected to, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectprevent Parent or Merger Sub, as applicable from consummating the Merger by the Outside Date.

Governmental Filings; No Violations. (a) Other than the necessary expirations of waiting periods and the filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or permits and authorizations (i) pursuant to Section 1.03, (ii) required under the HSR Act or any applicable foreign competition laws other Antitrust Law, (ii) pursuant to the “Foreign Competition Laws”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities ActIBCL, (iii) required to comply be made with state securities or “blue-sky” Lawsobtained from the SEC, (iv) as may required to be required made with or to by the Federal Communications Commission (“FCC”) under the Communications Act of 1934, as amended (the “Communications Act”), or applicable rules and regulations promulgated thereunder (together with the Communications Act, the “Communications Laws”), NYSE and (v) as may be required with or to foreign under the Takeover Statutes and transnational Governmental Entities pursuant to applicable foreign state securities and transnational “blue sky” Laws regarding (collectively, the provision of broadcasting or audio-visual media services (such Governmental Entities, “Foreign Regulators”, and such laws, “Foreign Regulatory LawsParent Approvals”), as applicable, no material filings, notices and/or reports notices, reports, consents, registrations, approvals, permits or authorizations are required to be made by the Company Parent or any of its Subsidiaries with, nor are any consents, registrations, approvals, permits, expirations of waiting periods or authorizations required to be obtained by the Company Parent or any of its Subsidiaries from, any domestic, foreign or transnational governmental, competition or regulatory authority, court, arbitral tribunal agency, commission, body or other legislative, executive or judicial governmental entity or self-regulatory agency (each, a “Governmental Entity”) , in connection with the execution, execution and delivery of and performance under this Agreement by each Parent and Merger Sub and the consummation of the Company and SpinCo of the Transaction Documents to which it is or is contemplated to be a party or the consummation by the Company and SpinCo of the Mergers Merger and the other Transactionstransactions contemplated by this Agreement, except, in each case, those that the failure to make or obtain except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectprevent, materially impair or materially delay the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement. (b) The execution, delivery and performance of this Agreement by each of the Company Parent and SpinCo of each Transaction Document to which it is a party does not, the execution, delivery and performance by each of the Company and SpinCo of each Transaction Document to which it is contemplated to be a party will Merger Sub do not, and the consummation by each of the Company and SpinCo transactions contemplated by this Agreement, will not: (i) assuming (solely with respect to the consummation of the Transactions will nottransactions contemplated by this Agreement) the satisfaction of the obligations contemplated by Section 7.4, constitute or result in (i) a breach or violation ofof or conflict with, the Organizational Documents of Parent or Merger Sub; (ii) assuming (solely with respect to the consummation of the transactions contemplated by this Agreement) the satisfaction of the obligations contemplated by Section 7.4 and compliance with the matters referred to in Section 6.4(a), violate or conflict with any Law to which Parent or Merger Sub or any of their respective Affiliates is subject; or (iii) assuming (solely with respect to the consummation of the transactions contemplated by this Agreement) compliance with the matters referred to in Section 6.4(a), with notice, lapse of time or both, would constitute a default under, or cause or permit the Company’s Restated Certificate of Incorporation (as amended from time to timetermination, the “Company Charter”) acceleration or Amended and Restated By-Laws (as amended from time to time, the “Company Bylaws”) or the comparable governing instruments of SpinCo or any of the Company’s Subsidiaries, (ii) with or without the lapse of time or the giving of notice or both, a breach or violation of, a default or termination or modification (or right of termination or modification) under, payment of additional fees under, the creation or acceleration of any obligations right or obligation under, or the creation of a Lien an Encumbrance on any of the rights, properties or assets of the Company Parent or any of its Subsidiaries Merger Sub pursuant to any agreement, lease, license, contract, consent, settlement, note, mortgage, indenture, arrangement, understanding or other obligation (“Contracts”) binding upon the Company or any provision of its Subsidiaries (other than Affiliation Agreements that are not Key Affiliation Agreements), or, assuming (solely with respect to performance of the Transaction Documents and consummation of the Transactions) the filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods and authorizations referred to in Section 3.04(a) are made or obtained and receipt of the Company Requisite Vote, under any Law, Order or License to which the Company or any of its Subsidiaries is subject or (iii) any change in the rights or obligations under any Contract to which the Company binding on Parent or any of its Subsidiaries is a partyMerger Sub, except, in the case of clauses (ii) and (iii) aboveof this Section 6.4(b), for any such breach, violation, default, termination, modification, payment, acceleration, creation or change that as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectprevent, materially impair or materially delay the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement.

Governmental Filings; No Violations. (ai) Other than the necessary filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations (i) pursuant to Section 1.03the filings by the Company required by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), (iixx) required under the HSR Act or any applicable foreign competition laws (requirements of the “Foreign Competition Laws”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Actrules and regulations promulgated thereunder, (iii) the filing and recordation of appropriate merger documents as required to comply with state securities or “blue-sky” Lawsby the DGCL, and (iv) as may be required any filing with or to approvals from authorities required solely by virtue of the Federal Communications Commission (“FCC”) under the Communications Act of 1934, as amended jurisdictions in which Parent or its subsidiaries conduct any business or own any assets (the “Communications Act”), or applicable rules filings and regulations promulgated thereunder approvals referred to in clauses (together with i) through (iv) collectively referred to as the Communications Act, the “Communications Laws”), and (v) as may be required with or to foreign and transnational Governmental Entities pursuant to applicable foreign and transnational Laws regarding the provision of broadcasting or audio-visual media services (such Governmental Entities, “Foreign Regulators”, and such laws, “Foreign "Regulatory Laws”Filings"), no filingsnotices, notices and/or reports or other filings are required to be made by the Company or its Subsidiaries Subsidiary with, nor are any consents, registrations, approvals, permits, expirations of waiting periods permits or authorizations required to be obtained by the Company or its Subsidiaries Subsidiary from, any domestic, foreign or transnational governmental, competition governmental or regulatory authority, court, arbitral tribunal agency, commission, body commission or other legislativeentity, executive domestic or judicial governmental entity or self-regulatory agency foreign (each, a “"Governmental Entity”) "), in connection with the execution, execution and delivery and performance of this Agreement by each of the Company and SpinCo of the Transaction Documents to which it is or is contemplated to be a party or the consummation by the Company and SpinCo of the Mergers transactions contemplated hereby, other than such notices, reports or other filings which are not material and which, if not made or obtained, individually and in the other Transactionsaggregate, exceptwould not reasonably be likely to impair in any material respect the ability of Parent or Merger Sub to perform its obligations under this Agreement or prevent or materially impede or delay the consummation of the transactions contemplated hereby or subject Parent, Merger Sub, the Company, its Subsidiary or any of their officers, directors or employees to any criminal liability. (ii) Neither the Company nor the Subsidiary is (y) in each caseviolation of or default under any provisions of its respective certificate of incorporation or by-laws or (z) in violation of or default under any provision of any instrument, those that agreement or contract to which it is a party or by which it is bound, which violation or default under this clause (z) would have, individually or in the failure aggregate, a Company Material Adverse Effect. The Company and its Subsidiary are and have been in compliance in all material respects with all federal or state judgments, orders, writs, decrees, statutes, rules or regulations applicable to make the Company or obtain its Subsidiary, except for such noncompliance as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (b) . The execution, execution and delivery and performance of this Agreement by each of the Company and SpinCo of each Transaction Document to which it is a party does not, the execution, delivery and performance by each of the Company and SpinCo of each Transaction Document to which it is contemplated to be a party will do not, and the consummation by each the Company of the Company and SpinCo of the Transactions transactions contemplated by this Agreement will not, constitute or result in (iA) a breach or violation of, or a default under, the Company’s Restated Certificate certificate of Incorporation (as amended from time to time, the “Company Charter”) incorporation or Amended and Restated Byby-Laws (as amended from time to time, the “Company Bylaws”) or the comparable governing instruments of SpinCo or any laws of the Company’s SubsidiariesCompany or its Subsidiary, (iiB) with or without the lapse of time or the giving of notice or both, a breach or violation of, a default under or termination the triggering of any payment or modification other material obligations pursuant to, any of the Company's or its Subsidiary's existing Compensation and Benefit Plans (as defined in Section 3.01(j)) or right any grant or award made under any of termination the foregoing, (C) a breach or modification) underviolation of, payment of additional fees or a default under, the creation or acceleration of any obligations under, or the creation of a Lien lien, pledge, security interest or other encumbrance on assets (with or without the giving of notice or the lapse of time) pursuant to, any provision of the assets of the Company or any of its Subsidiaries pursuant to any agreement, lease, license, contract, consent, settlement, note, mortgage, indenture, arrangement, understanding arrangement or other obligation (“Contracts”a "Contract") binding upon the Company or any of its Subsidiaries (other than Affiliation Agreements that are not Key Affiliation Agreements), or, assuming (solely with respect to performance of the Transaction Documents and consummation of the Transactions) the filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods and authorizations referred to in Section 3.04(a) are made or obtained and receipt of the Company Requisite Vote, under any Law, Order or License to which the Company or its Subsidiary is a party or by or to which the Company, its Subsidiary or any of their respective properties or assets is bound or subject or any law, rule, ordinance or regulation or judgment, decree, order, award or governmental or non-governmental permit or license to which the Company or its Subsidiaries Subsidiary is subject or (iiiD) any change in the rights or obligations of any party under any Contract to which of the Company or any of its Subsidiaries is a partyContracts, except, in the case of clauses clause (iiC) and or (iiiD) above, for any such breachbreaches, violationviolations, defaultdefaults, terminationaccelerations or changes that, modification, payment, acceleration, creation or change that would not, individually alone or in the aggregate, reasonably be expected to would not have a Company Material Adverse EffectEffect or that could not result in the creation of any material lien, charge or encumbrance upon any assets of the Company or its Subsidiary or that could not prevent, materially delay or materially burden the transactions contemplated by this Agreement.

Governmental Filings; No Violations. (a) Other than the necessary expirations of waiting periods and the filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or permits and authorizations (i) pursuant to Section 1.03under the Investment Canada Act, (ii) required under the HSR Act or any applicable foreign competition laws (the “Foreign Competition Laws”), pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”Ontario), and the Securities Act, (iii) under the Exchange Act, (iv) required to comply be made with or from the NYSE and (v) under state securities or and “blue-blue sky” Laws, (iv) as may be required with or to the Federal Communications Commission (“FCC”vi) under the Communications Cannabis Act of 1934, as amended (the “Communications Act”), or applicable rules and regulations promulgated thereunder (together with the Communications Actcollectively, the “Communications Laws”), and (v) as may be required with or to foreign and transnational Governmental Entities pursuant to applicable foreign and transnational Laws regarding the provision of broadcasting or audio-visual media services (such Governmental Entities, “Foreign Regulators”, and such laws, “Foreign Regulatory LawsPurchaser Approvals”), no expirations of waiting periods under applicable Law are required and no filings, notices and/or reports notices, reports, consents, registrations, approvals, permits or authorizations are required to be made by the Company Purchaser, Parent or its any of their respective Subsidiaries with, nor are any consents, registrations, approvals, permits, expirations of waiting periods or authorizations required to be obtained by the Company Purchaser, Parent or its any of their respective Subsidiaries from, any domesticGovernmental Authority, foreign or transnational governmental, competition or regulatory authority, court, arbitral tribunal agency, commission, body or other legislative, executive or judicial governmental entity or self-regulatory agency (each, a “Governmental Entity”) in connection with the execution, execution and delivery of and performance under this Agreement by each Purchaser and Parent and the consummation of the Company transactions contemplated by this Agreement or the execution and SpinCo delivery of and performance under the Transaction Documents to which it by Purchaser, Parent and each of their respective Subsidiaries that is or is contemplated to will be a party or thereto and the consummation by the Company and SpinCo of the Mergers and the other Transactionstransactions contemplated thereby, except, in each case, those that the failure to make or obtain except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectprevent or materially impair the ability of Purchaser and Parent to consummate the transactions contemplated by this Agreement. (b) The execution, execution and delivery of and performance under this Agreement by Purchaser and Parent and the execution and delivery of and performance under the Transaction Documents by Purchaser, Parent and each of the Company and SpinCo of each Transaction Document to which it their respective Subsidiaries that is a party does not, the execution, delivery and performance by each of the Company and SpinCo of each Transaction Document to which it is contemplated to or will be a party will not, thereto and the consummation by each of the Company transactions contemplated hereby and SpinCo of the Transactions thereby, do not and will not: (i) constitute or result in a breach or violation of or a contravention or conflict with the Organizational Documents of Purchaser, Parent or any of their respective Subsidiaries; or (ii) with or without notice, lapse of time or both, constitute or result in (i) a breach or violation of, or a default under, the Company’s Restated Certificate of Incorporation (as amended from time to time, the “Company Charter”) or Amended and Restated By-Laws (as amended from time to time, the “Company Bylaws”) cause or the comparable governing instruments of SpinCo or any of the Company’s Subsidiaries, (ii) with or without the lapse of time or the giving of notice or both, permit a breach or violation of, a default or termination or modification (or right of termination or modification) under, payment of additional fees under, the creation or acceleration or creation of any obligations under, right or obligation under or the creation of a Lien an Encumbrance on any of the rights, properties or assets of the Company Purchaser, Parent or any of its Subsidiaries pursuant to to, any agreement, lease, license, contract, consent, settlement, note, mortgage, indenture, arrangement, understanding Contract not otherwise terminable by the other party thereto on 180 days’ or other obligation (“Contracts”) less notice binding upon the Company Purchaser, Parent or any of its Subsidiaries (other than Affiliation Agreements that are not Key Affiliation Agreements)Subsidiaries, or, assuming (solely with respect to the performance of under this Agreement and the Transaction Documents by Purchaser, Parent and each of their respective Subsidiaries that are or will be a party thereto and the consummation of the Transactionstransactions contemplated hereby and thereby) compliance with the filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods and authorizations matters referred to in Section 3.04(a) are made or obtained and receipt of the Company Requisite VoteSchedule A3(a), under any Law, Order or License Law to which the Company Purchaser, Parent or any of its Subsidiaries is subject or (iii) any change in the rights or obligations under any Contract to which the Company or any of its Subsidiaries is a partysubject, except, in the case of clauses clause (ii) and (iii) aboveof this Schedule A3(b), for any such breach, violation, default, termination, modification, payment, acceleration, creation or change that as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectprevent or materially impair the ability of Purchaser or Parent to consummate the transactions contemplated by this Agreement.

Governmental Filings; No Violations. (a) Other than the necessary filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations (i) pursuant to Section 1.03the NRS or the DGCL, (ii) required under the HSR Act or any applicable foreign competition laws (the “Foreign Competition Laws”)Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Act, (iii) required to comply be made with state securities NASDAQ or “blue-sky” Lawsthe NASDAQ Global Market LLC, (iv) as may be required with or to the Federal Communications Commission (under state securities, takeover and “FCC”) under the Communications Act of 1934, as amended (the “Communications Act”), or applicable rules and regulations promulgated thereunder (together with the Communications Act, the “Communications blue sky” Laws”), and (v) as may be required with or to foreign and transnational Governmental Entities pursuant to applicable foreign state licensure laws or codes or any other regulatory bodies related to gaming and transnational Laws regarding sports betting set forth on Section 5.4(a) of the provision of broadcasting or audio-visual media services Parent Disclosure Letter (such Governmental Entitiesthe “Parent Gaming Approvals” and collectively with clauses (i) – (iv), the “Foreign Regulators”, and such laws, “Foreign Regulatory LawsParent Approvals”), no filings, notices and/or reports notices, reports, consents, registrations, approvals, permits or authorizations are required to be made by the Company Parent, Holdco or its Subsidiaries either Merger Sub with, nor are any consents, registrations, approvals, permits, expirations of waiting periods or authorizations required to be made or obtained by the Company Parent, Holdco or its Subsidiaries either Merger Sub with or from, any domestic, foreign or transnational governmental, competition or regulatory authority, court, arbitral tribunal agency, commission, body or other legislative, executive or judicial governmental entity or self-regulatory agency (each, a “Governmental Entity”) Entity in connection with the execution, delivery and performance of this Agreement by each Parent, Holdco and the Merger Subs and the consummation of the Company and SpinCo Transactions or in connection with the continuing operation of the Transaction Documents to which it is or is contemplated to be a party or business of Parent and its Subsidiaries following the consummation by the Company and SpinCo of the Mergers and the other TransactionsGulf Effective Time, except, in each case, those that the failure to make or obtain except as would not, individually or in the aggregate, have a Parent Material Adverse Effect or reasonably be expected to have a Company Material Adverse Effectprevent, materially delay or materially impair the ability of Parent to consummate the Transactions. (b) The execution, delivery and performance of this Agreement by each of Parent, Holdco and the Company and SpinCo of each Transaction Document to which it is a party does not, the execution, delivery and performance by each of the Company and SpinCo of each Transaction Document to which it is contemplated to be a party will Merger Subs do not, and the consummation by each of the Company and SpinCo of the Transactions will not, constitute or result in (i) subject to the Requisite Parent Vote, a breach or violation of, or a default under, the Company’s Restated Certificate Organizational Documents of Incorporation (as amended from time to timeParent, the “Company Charter”) or Amended and Restated By-Laws (as amended from time to time, the “Company Bylaws”) Holdco or the comparable governing instruments of SpinCo or any of the Company’s SubsidiariesMerger Subs, (ii) with or without the notice, lapse of time or the giving of notice or both, a breach or violation of, a default or termination or modification (or right of termination termination) of or modification) under, payment of additional fees default under, the creation or acceleration of any obligations under, under or the creation of a Lien an Encumbrance on any of the assets of the Company Parent, Holdco, Merger Subs or any of its their Subsidiaries pursuant to to, any agreement, lease, license, contract, consent, settlement, note, mortgage, indenture, arrangement, understanding or other obligation (“Contracts”) Contracts binding upon Parent, Holdco, the Company Merger Subs or any of its Subsidiaries (other than Affiliation Agreements that are not Key Affiliation Agreements)their Subsidiaries, or, assuming (solely with respect to performance of the Transaction Documents this Agreement and consummation of the Transactions) the filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods permits and authorizations referred to in Section 3.04(a5.4(a) are made or obtained and receipt of the Company Requisite Voteobtained, under any Law, Order or License Law to which Parent, Holdco, the Company Merger Subs or any of its their Subsidiaries is subject or (iii) any change in the rights or obligations of any party under any Contract to which the Company binding upon Parent, Holdco, Merger Subs or any of its Subsidiaries is a partytheir Subsidiaries, except, in the case of clauses (ii) and or (iii) above, for any such breach, violation, default, termination, modification, payment, acceleration, creation or change that as would not, individually or in the aggregate, have a Parent Material Adverse Effect or reasonably be expected to have a Company Material Adverse Effectprevent, materially delay or materially impair the ability of Parent to consummate the Transactions.

Governmental Filings; No Violations. (ai) Other than the necessary filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations notices and/or approvals (iA) pursuant to Section 1.03, (ii) required under the HSR Act or any applicable foreign competition laws (the “Foreign Competition Laws”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Act, (iiiB) required under the Securities Act and the Exchange Act, (C) to comply with state securities or “blue-blue sky” Laws, (ivD) as may be required with by the NYSE in respect of the Parent Common Stock to be issued in the transactions contemplated by this Agreement and the Arrangement and the listing of the Parent Common Stock on the NYSE, (E) required or advisable to be made or obtained under Canadian securities Laws, the Federal Communications Commission Investment Canada Act and the Competition Act (“FCC”Canada) under the Communications Act of 1934, as amended (the “Communications Competition Act”), or applicable rules and regulations promulgated thereunder (together with the Communications Act, the “Communications Laws”), ) and (vF) as may required to be required with or to foreign and transnational Governmental Entities customarily filed pursuant to applicable foreign and transnational Laws regarding the provision of broadcasting or audio-visual media services (such Governmental Entities, “Foreign Regulators”, and such laws, “Foreign Regulatory Laws”)any state environmental transfer statutes, no filingsnotices, notices and/or reports or other filings are required to be made by the Company Parent or any of its Subsidiaries with, nor are any and no consents, registrations, approvals, permits, expirations of waiting periods permits or authorizations are required to be obtained by the Company Parent or any of its Subsidiaries from, any domestic, foreign or transnational governmental, competition or regulatory authority, court, arbitral tribunal agency, commission, body or other legislative, executive or judicial governmental entity or self-regulatory agency (each, a “Governmental Entity”) , in connection with the execution, execution and delivery of this Agreement by Parent and performance by each of the Company and SpinCo of the Transaction Documents to which it is or is contemplated to be a party or the consummation by the Company and SpinCo Parent of the Mergers transactions contemplated by this Agreement and the other TransactionsArrangement, except, in each case, those that except where the failure to make any such notice, report or filing or obtain would notany such consent, registration, approval, permit or authorization, individually or in the aggregate, would not be reasonably be expected likely to have a Company Parent Material Adverse EffectEffect or prevent, materially delay or materially impair the ability of Parent to consummate the transactions contemplated by this Agreement and the Arrangement. (bii) The execution, delivery and performance of this Agreement by each of the Company and SpinCo of each Transaction Document to which it is a party does not, the execution, delivery and performance by each of the Company and SpinCo of each Transaction Document to which it is contemplated to be a party will Parent do not, and the consummation by each Parent of the Company transactions contemplated by this Agreement and SpinCo of the Transactions Arrangement will not, constitute or result in (iA) a breach or violation of, or a default under, the Company’s Restated Certificate Organizational Documents of Incorporation (as amended from time to time, the “Company Charter”) or Amended and Restated By-Laws (as amended from time to time, the “Company Bylaws”) or the comparable governing instruments of SpinCo Parent or any of the Company’s its Subsidiaries, (iiB) with or without the lapse of time or the giving of notice or both, a breach or violation of, or a default or termination or modification (or right of termination or modification) under, payment of additional fees under, the creation or acceleration of any obligations under, or the creation of a Lien lien, pledge, security interest or other encumbrance on any of the assets of the Company or any of its Subsidiaries pursuant to any agreement, lease, license, contract, consent, settlement, note, mortgage, indenture, arrangement, understanding or other obligation (“Contracts”) binding upon the Company Parent or any of its Subsidiaries (other than Affiliation Agreements that are not Key Affiliation Agreements)with or without notice, orlapse of time or both) pursuant to, assuming (solely with respect to performance any Contracts binding upon Parent or any of the Transaction Documents and consummation of the Transactions) the filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods and authorizations referred to in Section 3.04(a) are made its Subsidiaries or obtained and receipt of the Company Requisite Vote, under any Law, Order Laws or License governmental or non-governmental permit or license to which the Company Parent or any of its Subsidiaries is subject or (iiiC) any change in the rights or obligations of any party under any Contract to which of the Company or any of its Subsidiaries is a partyContracts, except, in the case of clauses clause (iiB) and or (iiiC) above, for any such breach, violation, default, termination, modification, payment, acceleration, creation or change that would notthat, individually or in the aggregate, would not be reasonably be expected likely to have a Company Parent Material Adverse EffectEffect or prevent, materially delay or materially impair the ability of Parent to consummate the transactions contemplated by this Agreement and the Arrangement.

Governmental Filings; No Violations. (a) 3.1.4.1 Other than the necessary filings, consents, notices, approvals, confirmations, declarations and/or decisions listed in Section 3.1.4.1 of each Party's Disclosure Letter (all such filings, consents, notices, approvals, confirmations, declarations and/or decisions to be made, given or obtained by Carnival being the "Carnival Required Consents", and by P&O Princess being the "P&O Princess Required Consents") no filings, notices, reports, consents, registrations, approvals, permitsconfirmations, expirations of waiting periods or authorizations (i) pursuant to Section 1.03, (ii) required under the HSR Act or any applicable foreign competition laws (the “Foreign Competition Laws”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Act, (iii) required to comply with state securities or “blue-sky” Laws, (iv) as may be required with or to the Federal Communications Commission (“FCC”) under the Communications Act of 1934, as amended (the “Communications Act”), or applicable rules and regulations promulgated thereunder (together with the Communications Act, the “Communications Laws”), and (v) as may be required with or to foreign and transnational Governmental Entities pursuant to applicable foreign and transnational Laws regarding the provision of broadcasting or audio-visual media services (such Governmental Entities, “Foreign Regulators”, and such laws, “Foreign Regulatory Laws”), no filings, notices and/or reports declarations are required to be made by the Company it or any of its Subsidiaries with, nor are any consents, registrations, approvals, permits, expirations of waiting periods consents or authorizations other confirmations required to be obtained by the Company it or any of its Subsidiaries from, any domestic, foreign or transnational governmental, competition or regulatory authority, court, arbitral tribunal agency, commission, body or other legislative, executive or judicial governmental entity or self-regulatory agency (each, a “Governmental Entity”) , in connection with the execution, execution and delivery by it of this Agreement and performance by each of the Company and SpinCo of the Transaction Documents to which it is or is contemplated to be a party or the consummation by the Company and SpinCo it of the Mergers and the other Transactions, except, in each case, except those that the failure of which to make make, give or obtain would notobtain, individually or in the aggregate, is not reasonably be expected likely to have a Company Material Adverse EffectEffect with respect to it. (b) 3.1.4.2 The execution, delivery and performance of this Agreement by each of the Company and SpinCo of each Transaction Document to which it is a party does not, the execution, delivery and performance by each of the Company and SpinCo of each Transaction Document to which it is contemplated to be a party will not, and the consummation by each of the Company and SpinCo it of the Transactions will not, constitute or result in (iA) a breach or violation of, or a default under, its articles of incorporation or by-laws, in the Company’s Restated Certificate case of Incorporation (as amended from time to timeCarnival, or memorandum or articles of association, in the “Company Charter”) or Amended and Restated By-Laws (as amended from time to timecase of P&O Princess, the “Company Bylaws”) or the comparable governing instruments of SpinCo or any of the Company’s SubsidiariesSignificant Subsidiaries of Carnival and P&O Princess, (iiB) with subject to making, giving or without the lapse obtaining all Carnival Required Consents or P&O Princess Required Consents, as applicable, and all other necessary third-party consents as set forth in Section 3.1.4.2 of time or the giving of notice or bothits Disclosure Letter, a breach or violation of, or a default or termination or modification (or right of termination or modification) under, payment of additional fees underor the termination, the creation amendment, cancellation or acceleration of any obligations under, or penalties or the creation of a Lien Lien, charge, "put" or "call" right, right of purchase or other encumbrance on any of the assets of the Company it or any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to any agreement, lease, license, insurance contract, consent, settlementcontract, note, mortgage, loan, indenture, arrangement (including, without limitation, any financing arrangement, understanding ) or other obligation (“"Contracts”") binding upon the Company it or any of its Subsidiaries (other than Affiliation Agreements that are not Key Affiliation Agreements), or, assuming (solely with respect to performance of the Transaction Documents and consummation of the Transactions) the filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods and authorizations referred to in Section 3.04(a) are made or obtained and receipt of the Company Requisite Vote, under any Law, Order Law or License governmental or non-governmental permit or license to which the Company it or any of its Subsidiaries is or any of its or their assets is subject or bound, (iiiC) any change in the rights or obligations of either Party under any Contract to which the Company or any of its Contracts, or (D) any employee of it or its Subsidiaries is being entitled to severance pay under, acceleration of the time of payment or vesting or triggering of any payment of compensation or benefits under, increasing the amount payable or triggering of any other obligation pursuant to, any of the Compensation and Benefit Plans involving in any such case an amount or value greater than $2.5 million for any individual or $10 million in the aggregate or any breach or violation of, or a partydefault under, any of the Compensation and Benefit Plans, except, in the case of clauses clause (iiB) and or (iiiC) above, for any such breach, violation, default, termination, modificationamendment, paymentcancellation, acceleration, creation or change that would notthat, individually or in the aggregate, is not reasonably be expected likely to have a Company Material Adverse EffectEffect with respect to it. Neither Party nor any of its Subsidiaries is in violation of, or default under, or with the lapse of time or giving of notice or both would be in violation of, or default under, any provision of any agreement, instrument or arrangement pursuant to which it has borrowed money or otherwise incurred indebtedness where the resulting acceleration of all the borrowed money or indebtedness under all such agreements, instruments and arrangements would be greater than $100 million.

Governmental Filings; No Violations. (a) Other than the necessary filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations Except for (i) pursuant to Section 1.03compliance with, and filings under, the HSR Act, any other applicable Antitrust Laws, (ii) required under the HSR Act or any applicable foreign competition laws (the “Foreign Competition Laws”)compliance with, and filings under, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities ActAct and the rules and regulations promulgated thereunder, including the filing with the SEC of the Proxy Statement/Prospectus and a registration statement on Form S-4 and the declaration by the SEC of the effectiveness of the Form S-4, and any other federal securities laws, (iii) required to comply compliance with state securities or securities, takeover and “blue-blue sky” LawsLaws and the filing of documents with various state securities authorities that may be required in connection with the transactions contemplated hereby, (iv) as may be required with or to the Federal Communications Commission (“FCC”) under the Communications Act of 1934, as amended (the “Communications Act”), or applicable rules and regulations promulgated thereunder (together filing with the Communications ActSecretary of State of the State of Delaware of the Certificate of Merger as required by the DGCL, (v) compliance, filings with and approvals of The NASDAQ Stock Market to permit the “Communications Laws”)Parent Shares that are to be issued in the Merger to be listed on The NASDAQ Stock Market, and (vvi) as may be required with or to foreign and transnational Governmental Entities pursuant to applicable foreign and transnational Laws regarding the provision of broadcasting or audio-visual media services (such Governmental Entities, “Foreign Regulators”compliance with, and such lawsfilings under, “the French Foreign Regulatory Investment Laws”), no filingsnotices, notices and/or reports or other filings are required to be made by the Company Parent or its Subsidiaries Merger Sub with, nor are any consents, registrations, approvals, permits, expirations of waiting periods approvals or authorizations required to be obtained by the Company either Parent or its Subsidiaries Merger Sub from, any domestic, foreign or transnational governmental, competition or regulatory authority, court, arbitral tribunal agency, commission, body or other legislative, executive or judicial governmental entity or self-regulatory agency (each, a “Governmental Entity”) Entity in connection with the execution, delivery and performance of this Agreement by each of the Company Parent and SpinCo of the Transaction Documents to which it is or is contemplated to be a party Merger Sub or the consummation by the Company and SpinCo of the Mergers and the other TransactionsMerger, except, in each case, except those that the failure to make or obtain obtain, as the case may be, would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Parent Material Adverse Effect. (b) The execution, delivery and performance of this Agreement by each of the Company Parent and SpinCo of each Transaction Document to which it is a party Merger Sub does not, the execution, delivery and performance by each of the Company and SpinCo of each Transaction Document to which it is contemplated to be a party will not, and the consummation by each of the Company Merger and SpinCo of the Transactions other transactions contemplated hereby will not, constitute or result in (i) a breach or violation of, or a default under, the Company’s Restated Certificate of Incorporation (as amended from time to time, the “Company Parent Charter”) or Amended and Restated By-Laws (as amended from time to time, the “Company Bylaws”) or the comparable governing instruments of SpinCo or any of the Company’s Subsidiaries, (ii) a breach or violation of any Law or Order applicable to Parent, Merger Sub or any of their respective Subsidiaries, or (iii) with or without the notice, lapse of time or the giving of notice or both, a breach or violation of, a default or cancellation, termination or modification (or right of termination or modification) undertermination), payment of additional fees under, the creation or acceleration of any obligations the maturity or performances of (or right of acceleration), or default under, or the creation of a Lien (other than a Permitted Lien) on any of the assets of the Company Parent, Merger Sub or any of its Parent’s Subsidiaries pursuant to any agreementContract to which Parent, lease, license, contract, consent, settlement, note, mortgage, indenture, arrangement, understanding or other obligation (“Contracts”) binding upon the Company Merger Sub or any of its Parent’s Subsidiaries (other than Affiliation Agreements that are not Key Affiliation Agreements)is a party or by which Parent, or, assuming (solely with respect to performance of the Transaction Documents and consummation of the Transactions) the filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods and authorizations referred to in Section 3.04(a) are made or obtained and receipt of the Company Requisite Vote, under any Law, Order or License to which the Company Merger Sub or any of its Parent’s Subsidiaries is subject or (iii) any change in the rights or obligations under any Contract to which the Company or any of its Subsidiaries their respective properties is a party, except, bound or affected; except in the case of the preceding clauses (ii) and or (iii) above), for any such breach, violation, default, termination, modification, payment, acceleration, creation or change items that would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Parent Material Adverse Effect.

Governmental Filings; No Violations. (a) Other than the filing with the SEC of the Distribution Registration Statement and the RMT Partner Registration Statement, the filing of any amendment to the Organizational Documents of Spinco to effect the Separation and Distribution and the necessary filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations (i) pursuant to Section 1.031.2 and Section 2.3, (ii) required under the rules and regulations of the NYSE and NASDAQ, (iii) required under the HSR Act or any other applicable foreign competition laws (the “Foreign Competition Antitrust Laws”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Act, (iiiiv) required to comply with state securities or “blue-sky” Laws, (ivv) as may be required with or to the Federal Communications Commission (“FCC”) FCC under the Communications Act of 1934Laws, as amended (the “Communications Act”), or applicable rules and regulations promulgated thereunder (together with the Communications Act, the “Communications Laws”), and (vvi) as may be required with or to foreign the PUCs and transnational other local and state Governmental Entities pursuant to applicable foreign Utilities Laws and transnational Laws regarding the provision of broadcasting (vii) as may be required with or audio-visual media services (such Governmental Entities, “to Foreign Regulators”, and such laws, “Regulators pursuant to Foreign Regulatory Laws”), no filings, notices and/or or reports are required to be made by the Company RMT Partner, Merger Sub or its any other of RMT Partner’s Subsidiaries with, nor are any consents, registrations, approvals, permits, expirations of waiting periods or authorizations required to be obtained by the Company RMT Partner, Merger Sub or its any other of RMT Partner’s Subsidiaries from, any domestic, foreign or transnational governmental, competition or regulatory authority, court, arbitral tribunal agency, commission, body or other legislative, executive or judicial governmental entity or self-regulatory agency (each, a “Governmental Entity”) Entity in connection with the execution, delivery and performance of this Agreement by each of the Company RMT Partner and SpinCo of the Transaction Documents to which it is or is contemplated to be a party Merger Sub or the consummation by the Company RMT Partner and SpinCo Merger Sub of the Mergers and the other Transactions, except, in each case, those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected likely to have a Company an RMT Partner Material Adverse EffectEffect or to prevent, materially delay or materially impair the ability of RMT Partner to consummate the Transactions. (b) The execution, delivery and performance by each of RMT Partner and Merger Sub of this Agreement and the Company and SpinCo of each Transaction Document Documents to which it is a party does not, the execution, delivery and performance by each of the Company and SpinCo of each Transaction Document to which it is contemplated to or will be a party as of the Effective Time do not and will not, and the consummation by each of the Company RMT Partner and SpinCo Merger Sub of the Transactions and the transactions contemplated by such other Transaction Documents will not, constitute or result in (i) a breach or violation of, or a default under, the Company’s Restated Certificate Organizational Documents of Incorporation (as amended from time to timeRMT Partner, the “Company Charter”) Merger Sub or Amended and Restated By-Laws (as amended from time to time, the “Company Bylaws”) or the comparable governing instruments of SpinCo or any of the CompanyRMT Partner’s Subsidiaries, (ii) with or without the lapse of time or the giving of notice or both, a breach or violation of, a default or termination or modification (or right of termination or modification) under, payment of additional fees under, the creation or acceleration of any obligations under, or the creation of a Lien on any of the assets of the Company Contracts binding upon RMT Partner or any of its Subsidiaries pursuant to any agreement, lease, license, contract, consent, settlement, note, mortgage, indenture, arrangement, understanding or other obligation (“Contracts”) binding upon the Company or any of its Subsidiaries (other than Affiliation Agreements that are not Key Affiliation Agreements)Subsidiaries, or, assuming (solely with respect to the performance of this Agreement and the Transaction Documents and consummation of the Transactions) the filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods and authorizations referred to in Section 3.04(a7.4(a) are made or obtained and receipt of the Company Requisite VoteRMT Partner Stockholder Approval and the Preferred A Consent, under any Law, Governmental Order or License to which the Company RMT Partner or any of its Subsidiaries is subject or (iii) any change in the rights or obligations under any Contract to which the Company RMT Partner or any of its Subsidiaries is a party, except, in the case of clauses (ii) and (iii) above, for any such breach, violation, default, termination, modification, payment, acceleration, creation or change that would not, individually or in the aggregate, reasonably be expected likely to have a Company an RMT Partner Material Adverse EffectEffect or to prevent, materially delay or materially impair the ability of RMT Partner to consummate the Transactions.

Governmental Filings; No Violations. (ai) Other than the necessary filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations filings and/or notices (iA) pursuant to Section 1.03Sections 1.4 and 1.5, (iiB) required under pursuant to the HSR Act or any applicable foreign competition laws (the “Foreign Competition Laws”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Act, (iiiC) pursuant to the Exchange Act, (D) pursuant to any Envixxxxxxxxx Xxxx, (X) xxxxxxxx xx xxx Xxxxxxxx Xommunity Merger Control Regulation, and (F) required to comply be made with state securities or “blue-sky” Laws, (iv) as may be required with or to any Governmental Entity in any jurisdiction outside the Federal Communications Commission (“FCC”) under the Communications Act of 1934, as amended (the “Communications Act”), or applicable rules and regulations promulgated thereunder (together with the Communications Act, the “Communications Laws”), and (v) as may be required with or to foreign and transnational Governmental Entities pursuant to applicable foreign and transnational Laws regarding the provision of broadcasting or audio-visual media services (such Governmental Entities, “Foreign Regulators”, and such laws, “Foreign Regulatory Laws”)United States, no filingsnotices, notices and/or reports or other filings are required to be made by the Parent, CPI Merger Sub or Company or its Subsidiaries Merger Sub with, nor are any consents, registrations, approvals, permits, expirations of waiting periods permits or authorizations required to be obtained by the Parent, CPI Merger Sub or Company or its Subsidiaries Merger Sub from, any domestic, foreign or transnational governmental, competition or regulatory authority, court, arbitral tribunal agency, commission, body or other legislative, executive or judicial governmental entity or self-regulatory agency (each, a “Governmental Entity”) , in connection with the executionexecution and delivery of this Agreement by Parent, delivery CPI Merger Sub or Company Merger Sub and performance by each of the Company and SpinCo of the Transaction Documents to which it is or is contemplated to be a party or the consummation by the Parent, CPI Merger Sub and Company and SpinCo Merger Sub of the Mergers and the other Transactionstransactions contemplated hereby, except, in each case, except those that the failure to make or obtain would are not, individually or in the aggregate, reasonably be expected likely to have a prevent, materially delay or impair the ability of Parent, CPI Merger Sub or Company Material Adverse EffectMerger Sub to consummate the Mergers or the other transactions contemplated by this Agreement. (bii) The execution, delivery and performance of this Agreement and the Memorandum of Understanding by each of the Parent, CPI Merger Sub and Company and SpinCo of each Transaction Document to which it is a party does not, the execution, delivery and performance by each of the Company and SpinCo of each Transaction Document to which it is contemplated to be a party will Merger Sub do not, and the consummation by each Parent, CPI Merger Sub and Company Merger Sub of the Company Mergers and SpinCo of the Transactions other transactions contemplated hereby, will not, not constitute or result in (iA) a breach or violation of, or a default under, the Company’s Restated Certificate certificate of Incorporation (as amended from time to time, the “Company Charter”) incorporation or Amended and Restated By-Laws (as amended from time to time, the “Company Bylaws”) bylaws of Parent or the comparable governing instruments of SpinCo or any of the Company’s its Subsidiaries, or (iiB) with or without the lapse of time or the giving of notice or both, a breach or violation of, or a default or under, the termination or modification (or right of termination termination), amendment (or modificationright of amendment), cancellation (or right of cancellation) under, payment of additional fees under, the creation or acceleration of any obligations or a loss of a material benefit under, or the creation of a Lien lien, liability, pledge, security interest, Claim or similar encumbrance on or the loss of any of the assets of the Company or any of its Subsidiaries pursuant to any agreement, lease, license, contract, consent, settlement, note, mortgage, indenture, arrangement, understanding or other obligation (“Contracts”) binding upon the Company Parent or any of its Subsidiaries (other than Affiliation Agreements that are not Key Affiliation Agreements)with or without notice, orlapse of time or both) pursuant to, assuming (solely with respect to performance of the Transaction Documents and consummation of the Transactions) the filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods and authorizations referred to in Section 3.04(a) are made or obtained and receipt of the Company Requisite Vote, under any Law, Order or License to which the Company Contract binding upon Parent or any of its Subsidiaries is subject or, assuming compliance with the DGCL and all Laws requiring the filings and or (iii) notices described in Section 5.3(c)(i), any change in the rights Law or obligations under any Contract governmental or non-governmental permit, concession, franchise or license to which the Company or any of Parent and its Subsidiaries is a partysubject, except, in the case of clauses (ii) and (iiiclause B) above, for any such breach, violation, default, termination (or right of termination), modificationamendment (or right of amendment), payment, cancellation (or right of cancellation) or acceleration, creation creation, change or change that would notloss that, individually or in the aggregate, is not reasonably be expected likely to have a prevent, materially delay or impair the ability of Parent, CPI Merger Sub or Company Material Adverse EffectMerger Sub to consummate the Mergers or the other transactions contemplated by this Agreement.

Governmental Filings; No Violations. (a) Other than the filing with the SEC of the Distribution Registration Statement and the RMT Partner Registration Statement, the filing of any amendment to the Organizational Documents of Spinco to effect the Separation, the Initial Spin, and Spinco Distribution and the necessary filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations (i) pursuant to Section 1.032.3, (ii) required under the rules and regulations of the NYSE, (iii) required under the HSR Act or and any other applicable foreign competition laws (the “Foreign Competition Antitrust Laws”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Act, (iiiiv) required to comply with state securities or “blue-sky” Laws, (iv) as may be required with or to the Federal Communications Commission (“FCC”) under the Communications Act of 1934, as amended (the “Communications Act”), or applicable rules and regulations promulgated thereunder (together with the Communications Act, the “Communications Laws”), and (v) as may be required with or to foreign and transnational Governmental Entities Foreign Regulators pursuant to applicable foreign and transnational Laws regarding the provision of broadcasting or audio-visual media services (such Governmental Entities, “Foreign Regulators”, and such laws, “Foreign Regulatory Laws”), no filings, notices and/or or reports are required to be made by the Company or its Subsidiaries Remainco with, nor are any consents, registrations, approvals, permits, expirations of waiting periods or authorizations required to be obtained by the Company or its Subsidiaries Remainco from, any domestic, foreign or transnational governmental, competition or regulatory authority, court, arbitral tribunal agency, commission, body or other legislative, executive or judicial governmental entity or self-regulatory agency (each, a “Governmental Entity”) Entity in connection with the execution, delivery and performance of this Agreement by each of the Company and SpinCo of the Transaction Documents to which it is or is contemplated to be a party or the consummation by the Company and SpinCo of the Mergers and the other TransactionsRemainco, except, in each case, those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected likely to have a Company Remainco Material Adverse Effect. (b) The execution, delivery and performance by each Remainco of this Agreement and the Company and SpinCo of each Transaction Document Documents to which it is a party does not, the execution, delivery and performance by each of the Company and SpinCo of each Transaction Document to which it is contemplated to or will be a party as of the date hereof and as of the First Effective Time do not and will not, and the consummation by each of the Company and SpinCo Remainco of the Transactions and the transactions contemplated by such other Transaction Documents will not, constitute or result in (i) a breach or violation of, or a default under, the CompanyRemainco’s Restated Certificate of Incorporation (as amended from time to time, the “Company Charter”) or Amended and Restated By-Laws (as amended from time to time, the “Company Bylaws”) or the comparable governing instruments of SpinCo or any of the Company’s SubsidiariesOrganizational Documents, (ii) with or without the lapse of time or the giving of notice or both, a breach or violation of, a default or termination or modification (or right of termination or modification) under, payment of additional fees under, the creation or acceleration of any obligations under, or the creation of a Lien on any of the assets of the Company or any of its Subsidiaries Remainco pursuant to any agreement, lease, license, contract, consent, settlement, note, mortgage, indenture, arrangement, understanding or other obligation (“Contracts”) Contract binding upon the Company Remainco or any of its Subsidiaries (other than Affiliation Agreements that are not Key Affiliation Agreements), or, assuming (solely with respect to performance of the Transaction Documents and consummation of the Transactions) the filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods and authorizations referred to in Section 3.04(a) are made or obtained and receipt of the Company Requisite Vote, under any Law, Governmental Order or License Permit to which the Company or any of its Subsidiaries Remainco is subject subject, or (iii) any change in the rights or obligations under any Contract to which the Company or any of its Subsidiaries TABLE OF CONTENTS​​​​ Remainco is a party, except, in the case of clauses (ii) and (iii) above, for any such breach, violation, default, termination, modification, payment, acceleration, creation or change that would not, individually or in the aggregate, reasonably be expected likely to have a Company Remainco Material Adverse Effect.

Governmental Filings; No Violations. (ai) Other than No consent, approval, order or authorization of, or registration, declaration or filing with any Governmental Entity is required to be obtained or made by Parent or Merger Sub in connection with the necessary filingsexecution and delivery of this Agreement or the consummation of the Merger and other transactions contemplated hereby, noticesexcept for: (A) the filing of the Certificate of Merger with the Office of the Secretary of State of Delaware, reports(B) such consents, consentsapprovals, orders, authorizations, registrations, approvals, permits, expirations of waiting periods or authorizations (i) pursuant to Section 1.03, (ii) required under the HSR Act or any applicable foreign competition laws (the “Foreign Competition Laws”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), declarations and the Securities Act, (iii) required to comply with state securities or “blue-sky” Laws, (iv) filings as may be required with or to under (1) the Federal Communications Commission HSR Act, (“FCC”2) under applicable securities Laws and the Communications Act of 1934, as amended (the “Communications Act”), or applicable rules and regulations promulgated thereunder of the U.S. Securities and Exchange Commission and (together with the Communications Act, the “Communications Laws”)3) applicable stock exchange rules and regulations, and (vC) as may be required with or to foreign and transnational Governmental Entities pursuant to applicable foreign and transnational Laws regarding the provision of broadcasting or audio-visual media services (such Governmental Entitiesother consents, “Foreign Regulators”authorizations, and such laws, “Foreign Regulatory Laws”), no filings, notices and/or reports are required to be made by the Company or its Subsidiaries with, nor are any consents, registrations, approvals, permits, expirations of waiting periods or authorizations required to be obtained by the Company or its Subsidiaries from, any domestic, foreign or transnational governmental, competition or regulatory authority, court, arbitral tribunal agency, commission, body or other legislative, executive or judicial governmental entity or self-regulatory agency (each, a “Governmental Entity”) in connection with the execution, delivery approvals and performance by each of the Company and SpinCo of the Transaction Documents to which it is or is contemplated to be a party or the consummation by the Company and SpinCo of the Mergers and the other Transactions, except, in each case, those that registrations the failure of which to make or obtain would notnot be, individually or in the aggregate, reasonably be expected likely to have a Company Material Adverse Effectprevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement. (bii) The execution, execution and delivery and performance by each of the Company Parent and SpinCo Merger Sub of each Transaction Document to which it is a party this Agreement does not, the execution, delivery and performance by each of the Company and SpinCo of each Transaction Document to which it is contemplated to be a party will not, and the consummation by each of the Company Merger and SpinCo the other transactions contemplated by this Agreement and performance of the Transactions their respective obligations under this Agreement will not, constitute or not (A) result in (i) a breach or any violation of, or a default under, the Company’s Restated Certificate of Incorporation (as amended from time to time, the “Company Charter”) or Amended and Restated By-Laws (as amended from time to time, the “Company Bylaws”) or the comparable governing instruments of SpinCo or any of the Company’s Subsidiaries, (ii) with or without the notice or lapse of time or the giving of notice time, or both, a breach or violation of, a default or termination or modification (or right of termination or modification) under, payment or give rise to a right of additional fees undertermination, the creation cancellation, first offer, first refusal, modification or acceleration of any obligations underobligation or to the loss of a benefit under any Contract binding upon Parent or Merger Sub or by which or to which any of their respective properties, rights or assets are bound or subject, or result in the creation of a Lien on any Liens, other than Permitted Liens, in each case, upon any of the properties or assets of the Company Parent or Merger Sub, (B) conflict with or result in any violation of its Subsidiaries pursuant to any agreement, lease, license, contract, consent, settlement, note, mortgage, indenture, arrangement, understanding or other obligation (“Contracts”) binding upon the Company or any of its Subsidiaries (other than Affiliation Agreements that are not Key Affiliation Agreements), or, assuming (solely with respect to performance provision of the Transaction Governing Documents and consummation of the Transactions) the filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods and authorizations referred to in Section 3.04(a) are made Parent or obtained and receipt of the Company Requisite Vote, under any Law, Order or License to which the Company or any of its Subsidiaries is subject Merger Sub or (iiiC) conflict with or violate any change in the rights or obligations under any Contract to which the Company or any of its Subsidiaries is a party, applicable Laws except, in the case of clauses (iiA) and (iii) aboveC), for any such breachviolations, violationdefaults, defaultterminations, terminationcancellation, modificationaccelerations, payment, acceleration, creation or change that Liens as would notnot be, individually or in the aggregate, reasonably be expected likely to have a Company Material Adverse Effectprevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement.

Governmental Filings; No Violations. (a) Other than the necessary filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations Except for (i) pursuant compliance with, and filings under, the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, and the rules and regulations thereunder (the “HSR Act”), any other applicable Antitrust Laws, Exon-Fxxxxx and the rules and regulations thereunder and any Law applicable to Section 1.03the CFIUS Approval, (ii) required under the HSR Act or any applicable foreign competition laws (the “Foreign Competition Laws”)compliance with, and filings under, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities ActAct and the rules and regulations promulgated thereunder, including the filing with the SEC of the Proxy Statement/Prospectus and the Form F-4 and the declaration by the SEC of the effectiveness of the Form F-4, and any other federal securities laws, (iii) required to comply compliance with state securities or securities, takeover and “blue-blue sky” LawsLaws and the filing of documents with various state securities authorities that may be required in connection with the transactions contemplated hereby, (iv) the filing with the Secretary of State of the State of Delaware of the Certificate of Merger as may be required by the DGCL, (v) compliance with or to the Federal Communications Commission (“FCC”) under the Communications Act applicable requirements of 1934The NASDAQ Stock Market and Euronext, as amended applicable, and (vi) compliance with, and notices under, the International Traffic in Arms Regulations and other export regulations (the “Communications Act”items set forth above in clauses (i) through (vi), or applicable rules and regulations promulgated thereunder (together with the Communications Act, the “Communications Laws”), and (v) as may be required with or to foreign and transnational Company Required Governmental Entities pursuant to applicable foreign and transnational Laws regarding the provision of broadcasting or audio-visual media services (such Governmental Entities, “Foreign Regulators”, and such laws, “Foreign Regulatory LawsApprovals”), no filingsnotices, notices and/or reports or other filings are required to be made by the Company or its Subsidiaries with, nor are any consents, registrations, approvals, permits, expirations of waiting periods approvals or authorizations required to be obtained by the Company or its Subsidiaries from, any domestic, domestic or foreign or transnational governmental, competition governmental or regulatory authoritybody, commission, agency, court, arbitral tribunal agencyinstrumentality, commission, body authority or other legislative, executive or judicial governmental entity or self-regulatory agency (each, a “Governmental Entity”) in connection with the execution, delivery and performance of this Agreement by each of the Company and SpinCo of the Transaction Documents to which it is or is contemplated to be a party or the consummation by the Company and SpinCo of the Mergers and the other TransactionsMerger, except, in each case, except those that the failure to make or obtain obtain, as the case may be, would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (b) The execution, delivery and performance of this Agreement by each of the Company and SpinCo of each Transaction Document to which it is a party does not, the execution, delivery and performance by each of the Company and SpinCo of each Transaction Document to which it is contemplated to be a party will not, and the consummation by each of the Company Merger and SpinCo of the Transactions other transactions contemplated hereby will not, constitute or result in (i) a breach or violation of, or a default under, the Company’s Restated Certificate of Incorporation (as amended from time to time, the “Company Charter”) Charter or Amended and Restated By-Laws (as amended from time to time, the “Company Bylaws”) or the comparable governing instruments of SpinCo or any of the Company’s Subsidiaries, (ii) a breach or violation of any Law or Order applicable to the Company or any of its Subsidiaries, (iii) with or without the notice, lapse of time or the giving of notice or both, a breach or violation of, a default or cancellation, termination or modification (or right of termination or modification) undertermination), payment of additional fees under, the creation or acceleration of any obligations the maturity or performances of (or right of acceleration), or default under, or the creation of a Lien (other than a Permitted Lien) on any of the assets of the Company or any of its Subsidiaries pursuant to any agreement, lease, license, contract, consent, settlement, note, mortgage, indenture, arrangement, understanding or other obligation (“Contracts”) binding upon the Company or any of its Subsidiaries (other than Affiliation Agreements that are not Key Affiliation Agreements), or, assuming (solely with respect to performance of the Transaction Documents and consummation of the Transactions) the filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods and authorizations referred to in Section 3.04(a) are made or obtained and receipt of the Company Requisite Vote, under any Law, Order or License to which the Company or any of its Subsidiaries is subject or (iii) any change in the rights or obligations under any Contract to which the Company or any of its Subsidiaries is a party, except, party or by which the Company or any of its Subsidiaries or its or any of their respective properties is bound or affected; except in the case of the preceding clauses (ii) and or (iii) above), for any such breach, violation, default, termination, modification, payment, acceleration, creation or change items that would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Governmental Filings; No Violations. (ai) Other than the necessary filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations filings and/or notices (iA) pursuant to Section 1.03Sections 1.4 and 1.5, (iiB) required under pursuant to the HSR Act or XXX Xxx, (X) xxxxxxxx xx xxx Xxxxxxxx Xxx, (X) pursuant to any applicable foreign competition laws Environmental Laws, (E) pursuant to the “Foreign Competition Laws”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”)European Community Merger Control Regulation, and the Securities Act, (iiiF) required to comply be made with state securities or “blue-sky” Laws, (iv) as may be required with or to any Governmental Entity in any jurisdiction outside the Federal Communications Commission (“FCC”) under the Communications Act of 1934, as amended (the “Communications Act”), or applicable rules and regulations promulgated thereunder (together with the Communications Act, the “Communications Laws”), and (v) as may be required with or to foreign and transnational Governmental Entities pursuant to applicable foreign and transnational Laws regarding the provision of broadcasting or audio-visual media services (such Governmental Entities, “Foreign Regulators”, and such laws, “Foreign Regulatory Laws”)United States, no filingsnotices, notices and/or reports or other filings are required to be made by the Parent, CPI Merger Sub or Company or its Subsidiaries Merger Sub with, nor are any consents, registrations, approvals, permits, expirations of waiting periods permits or authorizations required to be obtained by the Parent, CPI Merger Sub or Company or its Subsidiaries Merger Sub from, any domestic, foreign or transnational governmental, competition or regulatory authority, court, arbitral tribunal agency, commission, body or other legislative, executive or judicial governmental entity or self-regulatory agency (each, a “Governmental Entity”) , in connection with the executionexecution and delivery of this Agreement by Parent, delivery CPI Merger Sub or Company Merger Sub and performance by each of the Company and SpinCo of the Transaction Documents to which it is or is contemplated to be a party or the consummation by the Parent, CPI Merger Sub and Company and SpinCo Merger Sub of the Mergers and the other Transactionstransactions contemplated hereby, except, in each case, except those that the failure to make or obtain would are not, individually or in the aggregate, reasonably be expected likely to have a prevent, materially delay or impair the ability of Parent, CPI Merger Sub or Company Material Adverse EffectMerger Sub to consummate the Mergers or the other transactions contemplated by this Agreement. (bii) The execution, delivery and performance of this Agreement and the Memorandum of Understanding by each of the Parent, CPI Merger Sub and Company and SpinCo of each Transaction Document to which it is a party does not, the execution, delivery and performance by each of the Company and SpinCo of each Transaction Document to which it is contemplated to be a party will Merger Sub do not, and the consummation by each Parent, CPI Merger Sub and Company Merger Sub of the Company Mergers and SpinCo of the Transactions other transactions contemplated hereby, will not, not constitute or result in (iA) a breach or violation of, or a default under, the Company’s Restated Certificate certificate of Incorporation (as amended from time to time, the “Company Charter”) incorporation or Amended and Restated By-Laws (as amended from time to time, the “Company Bylaws”) bylaws of Parent or the comparable governing instruments of SpinCo or any of the Company’s its Subsidiaries, or (iiB) with or without the lapse of time or the giving of notice or both, a breach or violation of, or a default or under, the termination or modification (or right of termination termination), amendment (or modificationright of amendment), cancellation (or right of cancellation) under, payment of additional fees under, the creation or acceleration of any obligations or a loss of a material benefit under, or the creation of a Lien lien, liability, pledge, security interest, Claim or similar encumbrance on or the loss of any of the assets of the Company or any of its Subsidiaries pursuant to any agreement, lease, license, contract, consent, settlement, note, mortgage, indenture, arrangement, understanding or other obligation (“Contracts”) binding upon the Company Parent or any of its Subsidiaries (other than Affiliation Agreements that are not Key Affiliation Agreements)with or without notice, orlapse of time or both) pursuant to, assuming (solely with respect to performance of the Transaction Documents and consummation of the Transactions) the filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods and authorizations referred to in Section 3.04(a) are made or obtained and receipt of the Company Requisite Vote, under any Law, Order or License to which the Company Contract binding upon Parent or any of its Subsidiaries is subject or, assuming compliance with the DGCL and all Laws requiring the filings and or (iii) notices described in Section 5.3(c)(i), any change in the rights Law or obligations under any Contract governmental or non-governmental permit, concession, franchise or license to which the Company or any of Parent and its Subsidiaries is a partysubject, except, in the case of clauses (ii) and (iiiclause B) above, for any such breach, violation, default, termination (or right of termination), modificationamendment (or right of amendment), payment, cancellation (or right of cancellation) or acceleration, creation creation, change or change that would notloss that, individually or in the aggregate, is not reasonably be expected likely to have a prevent, materially delay or impair the ability of Parent, CPI Merger Sub or Company Material Adverse EffectMerger Sub to consummate the Mergers or the other transactions contemplated by this Agreement.

Governmental Filings; No Violations. (a) Other than the necessary expirations of the statutory waiting periods and the filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or permits and authorizations (i) pursuant to Section 1.03under the HSR Act, (ii) required under associated with the HSR Act or any applicable foreign competition laws (filing of the “Foreign Competition Laws”), Merger Application with the Securities Exchange Act of 1934, as amended (Registrar pursuant to the “Exchange Act”), and the Securities Companies Act, (iii) required to comply be made with state securities or “blue-sky” Lawsby the NYSE or TSX, (iv) as may be required with or to the Federal Communications Commission (“FCC”) under the Communications Act of 1934, as amended (the “Communications Act”)CFIUS Clearance, or applicable rules and regulations promulgated thereunder (together with v) the Communications Actapprovals set forth in Section 4.4(a) of the Company Disclosure Schedule (collectively, the “Communications LawsParent Approvals”), and (v) as may be required with or to foreign assuming the accuracy of the representations and transnational Governmental Entities pursuant to applicable foreign and transnational Laws regarding the provision of broadcasting or audio-visual media services (such Governmental Entities, “Foreign Regulators”, and such laws, “Foreign Regulatory Laws”warranties set forth in Section 4.4(a), no expirations of any statutory waiting periods under applicable Laws are required and no filings, notices and/or reports notices, reports, consents, registrations, approvals, permits or authorizations are required to be made by the Company Parent or any of its Subsidiaries with, nor are any consents, registrations, approvals, permits, expirations of waiting periods or authorizations required to be obtained by the Company Parent or any of its Subsidiaries from, any domestic, foreign or transnational governmental, competition or regulatory authority, court, arbitral tribunal agency, commission, body or other legislative, executive or judicial governmental entity or self-regulatory agency (each, a “Governmental Entity”) , in connection with the execution, execution and delivery of and performance by each under this Agreement and the consummation of the Company and SpinCo of the Transaction Documents to which it is or is contemplated to be a party or the consummation by the Company and SpinCo of the Mergers and the other Transactions, except, in each case, those that the failure to make or obtain except as would not, individually or in the aggregate, reasonably be expected to have result in a Company Parent Material Adverse EffectEffect or prevent, materially delay or materially impair the ability of the Parent to consummate the Transactions. (b) The execution, execution and delivery of and performance under this Agreement by each of the Company and SpinCo of each Transaction Document to which it is a party does not, the execution, delivery and performance by each of the Company and SpinCo of each Transaction Document to which it is contemplated to be a party will Parent do not, and the consummation by each of the Company and SpinCo of the Transactions Transactions, will not, constitute or result in : (i) a breach or violation of, or a default under, the Company’s Restated Certificate of Incorporation (as amended from time to time, the “Company Charter”) or Amended and Restated By-Laws (as amended from time to time, the “Company Bylaws”) or the comparable governing instruments of SpinCo or any of the Company’s Subsidiaries, (ii) with or without the lapse of time or the giving of notice or both, a breach or violation of, a default or termination or modification (or right of termination or modification) under, payment of additional fees under, the creation or acceleration of any obligations under, or the creation of a Lien on any of the assets of the Company or any of its Subsidiaries pursuant to any agreement, lease, license, contract, consent, settlement, note, mortgage, indenture, arrangement, understanding or other obligation (“Contracts”) binding upon the Company or any of its Subsidiaries (other than Affiliation Agreements that are not Key Affiliation Agreements), or, assuming (solely with respect to performance of the Transaction Documents and consummation of the Transactions) the satisfaction of the obligations contemplated by Section 8.5, constitute or result in a breach or violation of or a contravention or conflict with the Organizational Documents of Parent or any of its Subsidiaries; (ii) assuming (solely with respect to the performance under this Agreement by Xxxxxx and the consummation of the Transactions) the satisfaction of the obligations contemplated by Section 8.5 and the statutory waiting periods, filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods permits and authorizations referred to in contemplated by Section 3.04(a6.3(a) expire, are made or obtained and receipt obtained, as applicable, with or without notice, lapse of the Company Requisite Votetime or both, under constitute or result in a breach or violation of or a contravention or conflict with any Law, Order or License Law to which the Company Parent or any of its Subsidiaries is subject subject; or (iii) assuming (solely with respect to the performance under this Agreement by Parent and the consummation of the Transactions) the statutory waiting periods, filings, notices, reports, consents, registrations, approvals, permits and authorizations contemplated by Section 6.3(a) expire, are made or obtained, as applicable, with or without notice, lapse of time or both, constitute or result in a breach or violation of, or default under, the creation of any change in right or obligation under or the rights creation of an Encumbrance (other than any Permitted Encumbrance) on any of the rights, properties or obligations under any Contract to which the Company assets of Parent or any of its Subsidiaries is a partypursuant to any Contract binding upon Parent or any of its Subsidiaries, except, in the case of clauses (ii) and (iii) aboveof this Section 6.3(b), for any such breach, violation, default, termination, modification, payment, acceleration, creation or change that as would not, individually or in the aggregate, reasonably be expected to have result in a Company Parent Material Adverse Effect.

Governmental Filings; No Violations. (a) Other than the necessary filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations (i) pursuant to Section 1.03the DRULPA and the DLLCA, (ii) required under the HSR Act or any applicable foreign competition laws (the “Foreign Competition Laws”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Act, (iii) required to comply be made with the NYSE, (iv) any filings required under, and in compliance with other applicable requirements of, the HSR Act, other Antitrust Laws or the DPA, or and (v) under state securities or securities, takeover, public utility and “blue-blue sky” Laws, (iv) as may be required with or to the Federal Communications Commission (“FCC”) under the Communications Act of 1934, as amended (the “Communications Act”), or applicable rules and regulations promulgated thereunder (together with the Communications Act, the “Communications Laws”), and (v) as may be required with or to foreign and transnational Governmental Entities pursuant to applicable foreign and transnational Laws regarding the provision of broadcasting or audio-visual media services (such Governmental Entities, “Foreign Regulators”, and such laws, “Foreign Regulatory Laws”), no filings, notices and/or reports notices, reports, consents, registrations, approvals, permits or authorizations are required to be made by the Company or its Subsidiaries Partnership Parties with, nor are any consents, registrations, approvals, permits, expirations of waiting periods or authorizations required to be made or obtained by the Company Partnership Parties with or its Subsidiaries from, any domestic, foreign or transnational governmental, competition or regulatory authority, court, arbitral tribunal agency, commission, body or other legislative, executive or judicial governmental entity or self-regulatory agency (each, a “Governmental Entity”) , in connection with the execution, delivery and performance of this Agreement by each the Partnership Parties and the consummation of the Company and SpinCo Transactions, or in connection with the continuing operation of the Transaction Documents to which it is or is contemplated to be a party or the consummation by the Company and SpinCo business of the Mergers and Partnership Group Entities following the other TransactionsEffective Time, except, in each case, those that the failure to make or obtain except as would not, individually or in the aggregate, reasonably be expected to have a Company Partnership Material Adverse Effect. (b) The execution, delivery and performance by each of Subject to the Company and SpinCo of each Transaction Document to which it is a party does notRequisite Partnership Vote, the execution, delivery and performance of this Agreement by each of the Company and SpinCo of each Transaction Document to which it is contemplated to be a party will Partnership Parties do not, and the consummation by each of the Company and SpinCo of the Transactions will not, constitute or result in (i) a contravene, violate, conflict with any of, result in any breach or violation of, or a default require the consent of any Person under, the Company’s Restated Certificate terms, conditions or provisions of Incorporation (as amended from time to time, the “Company Charter”) or Amended and Restated By-Laws (as amended from time to time, the “Company Bylaws”) or the comparable governing instruments Organizational Documents of SpinCo or any of the Company’s Partnership or its Subsidiaries, ; (ii) contravene, conflict with or without violate any provision of applicable Law; (iii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the giving of notice or both, a breach or violation of, a default or termination or modification (or right of termination or modification) under, payment of additional fees under, the creation or acceleration of the performance required by, or require any obligations consent, authorization or approval under, or result in the suspension, termination or cancellation of, or in a right of suspension, termination or cancellation of, any Partnership Material Contract; or (iv) result in the creation of a Lien any lien on any of the assets or businesses of any of the Company Partnership or any of its Subsidiaries pursuant to any agreement, lease, license, contract, consent, settlement, note, mortgage, indenture, arrangement, understanding or other obligation (“Contracts”) binding upon the Company or any of its Subsidiaries (other than Affiliation Agreements that are not Key Affiliation Agreements), or, assuming (solely with respect to performance of the Transaction Documents and consummation of the Transactions) the filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods and authorizations referred to in Section 3.04(a) are made or obtained and receipt of the Company Requisite Vote, under any Lawsuch Partnership Material Contract, Order or License to which the Company or any of its Subsidiaries is subject or (iii) any change in the rights or obligations under any Contract to which the Company or any of its Subsidiaries is a party, except, except in the case of clauses (ii), (iii) and (iii) aboveiv), for any such breach, violation, default, termination, modification, payment, acceleration, creation or change those items that would not, individually or in the aggregate, reasonably be expected to have a Company Partnership Material Adverse Effect.

Governmental Filings; No Violations. (a) Other than (A) the necessary filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations (i) pursuant to Section 1.03Interim Order and any approvals required by the Interim Order, (iiB) required under the HSR Act or any applicable foreign competition laws (the “Foreign Competition Laws”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities ActFinal Order, (iiiC) required to comply the Regulatory Clearances; (D) compliance with state securities or “blue-sky” all Applicable Securities Laws, including the rules and policies of the Exchanges and (ivE) as may except as, individually or in the aggregate, (x) would not reasonably be required with or expected to be material to the Federal Communications Commission (“FCC”) under the Communications Act of 1934Company and its Subsidiaries, taken as amended (the “Communications Act”), or applicable rules and regulations promulgated thereunder (together with the Communications Act, the “Communications Laws”)a whole, and (vy) as may would not reasonably be required with expected to prevent, materially delay or to foreign and transnational Governmental Entities pursuant to applicable foreign and transnational Laws regarding materially impair the provision consummation of broadcasting or audio-visual media services (such Governmental Entities, “Foreign Regulators”, and such laws, “Foreign Regulatory Laws”)the Transactions, no filingsnotices, notices and/or reports or other filings are required to be made by the Company or any of its Subsidiaries with, nor are any consents, registrations, approvals, permits, expirations of waiting periods Permits or authorizations required to be obtained by the Company or any of its Subsidiaries from, any domestic, foreign or transnational governmental, competition or regulatory authority, court, arbitral tribunal agency, commission, body or other legislative, executive or judicial governmental entity or self-regulatory agency (each, a “Governmental Entity”) , in connection with the executionexecution and delivery by the Company of this Agreement, delivery and the performance by each of the Company and SpinCo of the Transaction Documents to which it is or is contemplated to be a party its obligations under this Agreement or the consummation by the Company and SpinCo of the Mergers and the other Transactions, except, in each case, those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (b) The execution, execution and delivery and performance of this Agreement by each of the Company and SpinCo of each Transaction Document to which it is a party does not, the execution, delivery and performance by each of the Company and SpinCo of each Transaction Document to which it is contemplated to be a party will do not, and the performance by the Company of its obligations under this Agreement and the consummation by each of the Company and SpinCo of the Transactions will not, constitute or result in (iA) a breach or violation of, or a default under, the Company’s Restated Certificate of Incorporation (as amended from time to time, the “Company Charter”) or Amended and Restated By-Laws (as amended from time to time, the “Company Bylaws”) an event which with notice or the comparable governing instruments of SpinCo or any of the Company’s Subsidiaries, (ii) with or without the lapse of time or both would become a default) under, the giving Constating Documents of notice the Company or bothany of its Subsidiaries, (B) a breach or violation of, a default or termination or modification cancelation (or right of termination or modificationcancelation) under, payment or a default (or an event which with notice or lapse of additional fees time or both would become a default) under, the creation or acceleration of any obligations Liabilities under, or the creation of a Lien on any of the assets of the Company or any of its Subsidiaries pursuant to any agreement, lease, license, contract, consent, settlement, note, mortgage, indenture, arrangement, understanding or other obligation (“Contracts”) binding upon the Company or any of its Subsidiaries (other than Affiliation Agreements that are not Key Affiliation Agreements), or, assuming (solely with respect to performance of the Transaction Documents and consummation of the Transactions) the filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods and authorizations referred to in Section 3.04(a) are made or obtained and receipt of the Company Requisite Vote, under any Law, Order or License to which the Company or any of its Subsidiaries is subject or (iii) any change in the rights rights, benefits or obligations under of any party under, any Contract or Permit to which the Company or any of its Subsidiaries is a partyparty or by which the Company, exceptany of its Subsidiaries or any of their respective properties or assets may be bound, (C) assuming compliance with the matters referred to in Section 5(a) of Schedule C and receipt of the case Requisite ShareholderSecurityholder Approval at the Company Meeting, a violation of clauses any Law or Order to which the Company, any of its Subsidiaries or any of their respective properties or assets may be subject, (iiD) and the loss or impairment of, payment of any additional amounts with respect to or the consent of any other person being required in respect of, the Company’s or any of its Subsidiaries’ right to own or use any Company Intellectual Property or (iiiE) above, for the creation of a Lien on any such breach, violation, default, termination, modification, payment, acceleration, creation of the assets or change that would not, individually properties of the Company or in the aggregate, reasonably be expected to have a Company Material Adverse Effectany of its Subsidiaries.

Governmental Filings; No Violations. (a) Other than the necessary filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations (i) pursuant to Section 1.03, Except for (iiA) required such filings of reports under the HSR Act or any applicable foreign competition laws (requirements of the “Foreign Competition Laws”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Act, rules and regulations promulgated thereunder; (iiiB) required to comply with state securities or “blue-sky” Laws, (iv) such filings and notifications as may be required with or to by the Federal Communications Commission (“FCC”) under HSR Act and the Communications Act of 1934, as amended (the “Communications Act”), or applicable rules and regulations promulgated thereunder thereunder; (together C) any required consent, approval, order or authorization of, or registration, declaration or filing with, FINRA or the FSA; (D) the applicable requirements of the NYSE; or (E) the filing with the Communications ActSecretary of State of the State of Delaware of the Company Certificate of Merger and the DPA Certificate of Merger as required by the DGCL and DLLCA; no material notices, the “Communications Laws”), and (v) as may be required with reports or to foreign and transnational Governmental Entities pursuant to applicable foreign and transnational Laws regarding the provision of broadcasting or audio-visual media services (such Governmental Entities, “Foreign Regulators”, and such laws, “Foreign Regulatory Laws”), no filings, notices and/or reports other filings are required to be made by the Company Buyer Parties or its their Subsidiaries with, nor are any material consents, registrations, approvals, permits, expirations of waiting periods permits or authorizations required to be obtained by the Company Buyer Parties or its their Subsidiaries from, any domestic, foreign or transnational governmental, competition or regulatory authority, court, arbitral tribunal agency, commission, body or other legislative, executive or judicial governmental entity or self-regulatory agency (each, a “Governmental Entity”) Entity in connection with the execution, delivery and performance of this Agreement by each of the Company Buyer Parties and SpinCo of the Transaction Documents to which it is or is contemplated to be a party or the consummation by the Company and SpinCo of the Mergers and the other Transactions, except, in each case, those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effecttransactions contemplated hereby. (bii) The execution, delivery and performance of this Agreement by each of the Company and SpinCo of each Transaction Document to which it is a party does not, the execution, delivery and performance by each of the Company and SpinCo of each Transaction Document to which it is contemplated to be a party will Buyer Parties do not, and the consummation by each of the Company Mergers and SpinCo of the Transactions other transactions contemplated hereby will not, constitute or result in (iA) a breach or violation of, or a default under, the Company’s Restated Certificate certificate of Incorporation (as amended from time to time, the “Company Charter”) incorporation or Amended bylaws of Parent and Restated By-Laws (as amended from time to time, the “Company Bylaws”) Merger Sub I or the comparable governing instruments documents of SpinCo or any of the Company’s Parent's Subsidiaries, (iiB) with or without the notice, lapse of time or the giving of notice or both, a breach or violation of, a default or termination or modification (or right of termination termination) or modification) under, payment of additional fees a default under, the creation or or, acceleration of any obligations under, or the creation of a Lien (other than a Permitted Lien) on any of the assets assets, of the Company Buyer Parties or any of its their Subsidiaries pursuant to any agreement, lease, license, contract, consent, settlement, note, mortgage, indenture, arrangement, understanding or other obligation (“Contracts”) binding upon Contract to which any of the Company Buyer Parties or any of its their Subsidiaries (other than Affiliation Agreements that are not Key Affiliation Agreements), or, assuming (solely with respect to performance is a party or by which any of the Transaction Documents and consummation Buyer Parties or any of their Subsidiaries or any of their respective properties are bound or (C) assuming that the Transactions) the filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods approvals and authorizations filings referred to in Section 3.04(a5.2(c)(i) are made or duly obtained and receipt and/or made, a violation of any Law to which any of the Company Requisite Vote, under any Law, Order or License to which the Company Buyer Parties or any of its their Subsidiaries is subject or (iii) any change in the rights or obligations under any Contract to which the Company or any of its Subsidiaries is a partysubject, except, in the case of clauses clause (iiB) and or (iiiC) above, for any such breach, violation, default, termination, modification, payment, acceleration, creation as would not or change that would notnot reasonably be expected to, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectprevent, materially delay or materially impede the consummation of the Mergers and the other transactions contemplated by this Agreement.

Governmental Filings; No Violations. (a) Other than the necessary expirations of waiting periods and the filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or permits and authorizations (i) pursuant to Section 1.03under the HSR Act, (ii) required under pursuant to the HSR Act or any applicable foreign competition laws (the “Foreign Competition Laws”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities ActDGCL, (iii) required to comply be made with state securities or “blue-sky” Lawsobtained from the SEC, (iv) as may required to be required made with or to by the Federal Communications Commission NYSE, or (“FCC”v) under the Communications Act of 1934, as amended Takeover Statutes and state securities and “blue sky” Laws (the “Communications Act”), or applicable rules and regulations promulgated thereunder (together with the Communications Actcollectively, the “Communications Laws”), and (v) as may be required with or to foreign and transnational Governmental Entities pursuant to applicable foreign and transnational Laws regarding the provision of broadcasting or audio-visual media services (such Governmental Entities, “Foreign Regulators”, and such laws, “Foreign Regulatory LawsParent Approvals”), no expirations of waiting periods under applicable Law are required and no filings, notices and/or reports notices, reports, consents, registrations, approvals, permits or authorizations are required to be made by the Company Parent or its Subsidiaries Merger Sub with, nor are any consents, registrations, approvals, permits, expirations of waiting periods or authorizations required to be obtained by the Company Parent or its Subsidiaries Merger Sub from, any domestic, foreign or transnational governmental, competition or regulatory authority, court, arbitral tribunal agency, commission, body or other legislative, executive or judicial governmental entity or self-regulatory agency (each, a “Governmental Entity”) , in connection with the execution, execution and delivery of and performance under this Agreement by each Parent and Merger Sub and the consummation of the Company and SpinCo of the Transaction Documents to which it is or is transactions contemplated to be a party or the consummation by the Company and SpinCo of the Mergers and the other Transactionsthis Agreement, except, in each case, those that the failure to make or obtain except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectprevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement. (b) The execution, execution and delivery of and performance under this Agreement by each of the Company Parent and SpinCo of each Transaction Document to which it is a party does not, the execution, delivery and performance by each of the Company and SpinCo of each Transaction Document to which it is contemplated to be a party will Merger Sub do not, and the consummation by each of the Company and SpinCo transactions contemplated by this Agreement, will not: (i) assuming the satisfaction of the Transactions will notobligations contemplated by Section 7.5, constitute or result in (i) a breach or violation of, of or a default under, contravention or conflict with the Company’s Restated Certificate Organizational Documents of Incorporation (as amended from time to time, the “Company Charter”) Parent or Amended and Restated By-Laws (as amended from time to time, the “Company Bylaws”) or the comparable governing instruments of SpinCo or any of the Company’s Subsidiaries, Merger Sub; (ii) with or without assuming the lapse of time or the giving of notice or both, a breach or violation of, a default or termination or modification (or right of termination or modification) under, payment of additional fees under, the creation or acceleration of any obligations under, or the creation of a Lien on any satisfaction of the assets of obligations contemplated by Section 7.5 and the Company or any of its Subsidiaries pursuant to any agreementwaiting periods, lease, license, contract, consent, settlement, note, mortgage, indenture, arrangement, understanding or other obligation (“Contracts”) binding upon the Company or any of its Subsidiaries (other than Affiliation Agreements that are not Key Affiliation Agreements), or, assuming (solely with respect to performance of the Transaction Documents and consummation of the Transactions) the filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods permits and authorizations referred to in contemplated by Section 3.04(a6.4(a) expire, are made or obtained and receipt obtained, as applicable, with or without notice, lapse of the Company Requisite Votetime or both, under constitute or result in a breach or violation of or a contravention or conflict with any Law, Order or License Law to which the Company Parent or any of its Subsidiaries Merger Sub is subject subject; or (iii) assuming the waiting periods, filings, notices, reports, consents, registrations, approvals, permits and authorizations contemplated by Section 6.4(a) expire, are made or obtained, as applicable, with or without notice, lapse of time or both, constitute or result in a breach or violation of, or default under, or cause or permit a termination, non-renewal or modification of or acceleration or creation of any change in right or obligation under or the rights creation of an Encumbrance on any of the rights, properties or obligations under assets of Parent or Merger Sub pursuant to, any Contract to which the Company binding upon Parent or Merger Sub or any License necessary to conduct of its Subsidiaries is a partythe business of Parent or Merger Sub as currently conducted, except, in the case of clauses (ii) and (iii) aboveof this Section 6.4(b), for any such breach, violation, default, termination, modification, payment, acceleration, creation or change that as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectprevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement.

Governmental Filings; No Violations. (a) Other than the necessary filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations filings and/or notices (i) pursuant to Section 1.032.02, (ii) required under the HSR Act or any applicable foreign competition laws (the “Foreign Competition Laws”)Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Act, (iii) required pursuant to comply with state securities or “blue-sky” Lawsthe European Community Merger Control Regulation, (iv) as may required to be required made pursuant to state insurance or banking regulations or with or to the Board of Governors of the Federal Communications Commission (“FCC”) under the Communications Act of 1934Reserve System, as amended (the “Communications Act”), or applicable rules and regulations promulgated thereunder (together with the Communications Act, the “Communications Laws”), and (v) as may required to be required made with or to foreign the NYSE, the Swiss Exchange and transnational Governmental Entities pursuant to applicable foreign other Self-Regulatory Organizations and transnational Laws regarding the provision of broadcasting or audio-visual media services (vi) such Governmental Entities, “Foreign Regulators”, and such laws, “Foreign Regulatory Laws”)other filings and/or notices set forth in Parent’s Disclosure Schedule, no filingsnotices, notices and/or reports reports, applications or other filings are required to be made by the Company Parent or any of its Subsidiaries with, nor are any consents, registrations, approvals, permits, expirations of waiting periods permits or authorizations required to be obtained by the Company or its Subsidiaries any of them from, any domestic, foreign or transnational governmental, competition or regulatory authority, court, arbitral tribunal agency, commission, body or other legislative, executive or judicial governmental entity or self-regulatory agency (each, a “Governmental Entity”) Authority in connection with the execution, execution and delivery of this Agreement by Parent and performance by each of the Company Merger Subsidiary and SpinCo of the Transaction Documents to which it is or is contemplated to be a party or the consummation by Parent and the Company and SpinCo Merger Subsidiary of the Mergers Merger and the other Transactionstransactions contemplated hereby. Subject to obtaining the Parent Requisite Vote, exceptand the making or obtaining of all filings, in each casenotices, those that applications, consents, registrations, approvals, permits or authorizations with or of any relevant Governmental Authority with respect to the failure to make or obtain would not, individually or in Merger and the aggregate, reasonably be expected to have a Company Material Adverse Effect. (b) The execution, delivery and performance by each of the Company and SpinCo of each Transaction Document to which it is a party does notother transactions contemplated hereby, the execution, delivery and performance by each of the Company and SpinCo of each Transaction Document to which it is contemplated to be a party will notthis Agreement, and the consummation by each of the Company Merger and SpinCo other transactions contemplated hereby, does not and will not (A) constitute a breach or violation of, or a default under, or cause or allow the acceleration or creation of a Lien (with or without the Transactions will notgiving of notice, passage of time or both) pursuant to, any law, rule or regulation or any judgment, decree, order, governmental or non-governmental permit or license, or any Contract of it or of any of its Subsidiaries or to which Parent or any of Parent’s Subsidiaries or its or their properties is subject or bound, (B) constitute or result in (i) a breach or violation of, or a default under, the Company’s Restated Certificate Constitutive Documents of Incorporation (as amended from time to time, the “Company Charter”) or Amended and Restated By-Laws (as amended from time to time, the “Company Bylaws”) or the comparable governing instruments of SpinCo or any of the Company’s Subsidiaries, (ii) with or without the lapse of time or the giving of notice or both, a breach or violation of, a default or termination or modification (or right of termination or modification) under, payment of additional fees under, the creation or acceleration of any obligations under, or the creation of a Lien on any of the assets of the Company Parent or any of its Subsidiaries pursuant Subsidiaries, or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, or the consent or approval of any other party to any agreement, lease, license, contract, consent, settlement, note, mortgage, indenture, arrangement, understanding or other obligation (“Contracts”) binding upon the Company or any of its Subsidiaries (other than Affiliation Agreements that are not Key Affiliation Agreements), or, assuming (solely with respect to performance of the Transaction Documents and consummation of the Transactions) the filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods and authorizations referred to in Section 3.04(a) are made or obtained and receipt of the Company Requisite Vote, under any Law, Order or License to which the Company or any of its Subsidiaries is subject or (iii) any change in the rights or obligations under any Contract to which the Company or any of its Subsidiaries is a party, except, in the case of clauses (ii) and (iii) above, for any such breach, violation, default, termination, modification, payment, acceleration, creation or change that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectContract.

Governmental Filings; No Violations. (a) Other than the filing with the SEC of the Distribution Registration Statement and the RMT Partner Registration Statement, the filing of any amendment to the Organizational Documents of Spinco to effect the Separation and Spinco Distribution and the necessary filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations (i) pursuant to Section 1.031.2 and Section 2.3, (ii) required under the rules and regulations of the NYSE, (iii) required under the HSR Act or any other applicable foreign competition laws (the “Foreign Competition Antitrust Laws”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Act, (iiiiv) required to comply with state securities or “blue-sky” Laws, (iv) as may be required with or to the Federal Communications Commission (“FCC”) under the Communications Act of 1934, as amended (the “Communications Act”), or applicable rules and regulations promulgated thereunder (together with the Communications Act, the “Communications Laws”), and (v) as may be required with or to foreign and transnational Governmental Entities Foreign Regulators pursuant to applicable foreign and transnational Laws regarding the provision of broadcasting or audio-visual media services (such Governmental Entities, “Foreign Regulators”, and such laws, “Foreign Regulatory Laws”), no filings, notices and/or or reports are required to be made by the Company RMT Partner, Merger Subs or its any other of RMT Partner’s Subsidiaries with, nor are any consents, registrations, approvals, permits, expirations of waiting periods or authorizations required to be obtained by the Company RMT Partner, Merger Subs or its any other of RMT Partner’s Subsidiaries from, any domestic, foreign or transnational governmental, competition or regulatory authority, court, arbitral tribunal agency, commission, body or other legislative, executive or judicial governmental entity or self-regulatory agency (each, a “Governmental Entity”) Entity in connection with the execution, delivery and performance of this Agreement by each of the Company RMT Partner and SpinCo of the Transaction Documents to which it is or is contemplated to be a party Merger Subs or the consummation by the Company RMT Partner and SpinCo Merger Subs of the Mergers and the other Transactions, except, in each case, those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected likely to have a Company an RMT Partner Material Adverse EffectEffect or to prevent, materially delay or materially impair the ability of RMT Partner to consummate the Transactions. (b) The execution, delivery and performance by each of RMT Partner and Merger Subs of this Agreement and the Company and SpinCo of each Transaction Document Documents to which it is a party does not, the execution, delivery and performance by each of the Company and SpinCo of each Transaction Document to which it is contemplated to or will be a party as of the First Effective Time do not and will not, and the consummation by each of the Company RMT Partner and SpinCo Merger Subs of the Transactions and the transactions contemplated by such other Transaction Documents will not, constitute or result in (i) a breach or violation of, or a default under, the Company’s Restated Certificate Organizational Documents of Incorporation (as amended from time to timeRMT Partner, the “Company Charter”) Merger Subs or Amended and Restated By-Laws (as amended from time to time, the “Company Bylaws”) or the comparable governing instruments of SpinCo or any of the CompanyRMT Partner’s Subsidiaries, (ii) with or without the lapse of time or the giving of notice or both, a breach or violation of, a default or termination or modification (or right of termination or modification) under, payment of additional fees under, the creation or acceleration of any obligations under, or the creation of a Lien on any of the assets of the Company Contracts binding upon RMT Partner or any of its Subsidiaries pursuant to any agreement, lease, license, contract, consent, settlement, note, mortgage, indenture, arrangement, understanding or other obligation (“Contracts”) binding upon the Company or any of its Subsidiaries (other than Affiliation Agreements that are not Key Affiliation Agreements)Subsidiaries, or, assuming (solely with respect to the performance of this Agreement and the Transaction Documents and consummation of the Transactions) the filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods and authorizations referred to in Section 3.04(a7.4(a) are made or obtained and receipt of the Company Requisite VoteRMT Partner Shareholder Approval, under any Law, Governmental Order or License Permit to which the Company RMT Partner or any of its Subsidiaries is subject subject, or (iii) any change in the rights or obligations under any Contract to which the Company RMT Partner or any of its Subsidiaries is a party, except, in the case of clauses (ii) and (iii) above, for any such breach, violation, default, termination, modification, payment, acceleration, creation or change that would not, individually or in the aggregate, reasonably be expected likely to have a Company an RMT Partner Material Adverse EffectEffect or to prevent, materially delay or materially impair the ability of RMT Partner to consummate the Transactions.

Governmental Filings; No Violations. (ai) Other than the necessary any reports, filings, registrations, approvals and/or notices (A) required to be made pursuant to Section 1.2, (B) required to be made under the HSR Act, the Securities Act and the Exchange Act, and (C) required pursuant to the Foreign Antitrust Filings (items (B) and (C) (inclusive)), the “Parent Required Statutory Approvals”), no notices, reports, consents, registrations, approvals, permits, expirations of waiting periods registrations or authorizations (i) pursuant to Section 1.03, (ii) required under the HSR Act or any applicable foreign competition laws (the “Foreign Competition Laws”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Act, (iii) required to comply with state securities or “blue-sky” Laws, (iv) as may be required with or to the Federal Communications Commission (“FCC”) under the Communications Act of 1934, as amended (the “Communications Act”), or applicable rules and regulations promulgated thereunder (together with the Communications Act, the “Communications Laws”), and (v) as may be required with or to foreign and transnational Governmental Entities pursuant to applicable foreign and transnational Laws regarding the provision of broadcasting or audio-visual media services (such Governmental Entities, “Foreign Regulators”, and such laws, “Foreign Regulatory Laws”), no filings, notices and/or reports other filings are required to be made by the Company Parent or its Subsidiaries Merger Sub with, nor are any consents, registrations, approvals, permits, expirations of waiting periods Permits or authorizations required to be obtained by the Company Parent or its Subsidiaries Merger Sub from, any domestic, foreign or transnational governmental, competition or regulatory authority, court, arbitral tribunal agency, commission, body or other legislative, executive or judicial governmental entity or self-regulatory agency (each, a “Governmental Entity”) , in connection with the execution, execution and delivery by Parent and performance by each Merger Sub of the Company this Agreement and SpinCo of the Transaction Documents to which it is or is contemplated to be a party or the consummation by the Company Parent and SpinCo Merger Sub of the Mergers Merger and the other Transactionstransactions contemplated hereby, except, in each case, except for those that the failure to make or obtain would notobtain, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. (bii) The execution, delivery and performance by each of the Company and SpinCo of each Transaction Document to which it is a party does not, Neither the execution, delivery and performance of this Agreement by each of the Company Parent and SpinCo of each Transaction Document to which it is contemplated to be a party will not, Merger Sub and the consummation by each Parent and Merger Sub of the Company transactions contemplated hereby nor compliance by Parent and SpinCo Merger Sub with any of the Transactions provisions hereof will not, constitute or result in (iA) a breach or violation of, or a default under, either the certificate of incorporation or by-laws of Parent or Merger Sub, (B) a breach or violation of, or a default under, the Company’s Restated Certificate of Incorporation (as amended from time to time, the “Company Charter”) or Amended and Restated By-Laws (as amended from time to time, the “Company Bylaws”) or the comparable governing instruments of SpinCo or any of the Company’s Subsidiaries, (ii) with or without the lapse of time or the giving of notice or both, a breach or violation of, a default or termination or modification (or right of termination or modification) under, payment of additional fees under, the creation or acceleration of any obligations underobligations, a termination or the creation of a Lien right of termination, the loss of any right or benefit or the creation of a lien, pledge, security interest or other encumbrance on any of the assets of the Company Parent or Merger Sub (with or without notice, lapse of time or both) pursuant to any material Contracts binding upon Parent, Merger Sub or any of its Parent’s Subsidiaries pursuant or, assuming that all consents, approvals and authorizations described in Section 4.2(c)(i) will be obtained prior to the Effective Time and all filings, notifications and registrations described in Section 4.2(c)(i) will have been made and any agreementwaiting periods thereunder will have terminated or expired prior to the Effective Time, leaseviolate any Law or governmental or non-governmental permit or license to which Parent, license, contract, consent, settlement, note, mortgage, indenture, arrangement, understanding or other obligation (“Contracts”) binding upon the Company Merger Sub or any of its Subsidiaries (other than Affiliation Agreements that are not Key Affiliation Agreements), or, assuming (solely with respect to performance of the Transaction Documents and consummation of the Transactions) the filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods and authorizations referred to in Section 3.04(a) are made or obtained and receipt of the Company Requisite Vote, under any Law, Order or License to which the Company or any of its Parent’s Subsidiaries is subject or (iiiC) any change in the rights or obligations of any party under any Contract to which of the Company or any of its Subsidiaries is a partymaterial Contracts, except, in the case of clauses clause (iiB) and or (iiiC) above, for any such breachbreaches, violationviolations, defaultdefaults, terminations, rights of termination, modification, payment, accelerationaccelerations, creation or change that would notthat, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Parent Material Adverse Effect.

Governmental Filings; No Violations. (ai) Other Except for: (A) the applicable requirements of the Securities Act, the Exchange Act and state securities or “blue sky” laws; (B) the applicable requirements of the HSR Act; (C) the filing with the office of the Secretary of State of the State of Delaware of the Delaware Certificate of Merger as required by the DGCL and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to transact business; (D) the applicable requirements of any antitrust, competition or other similar Laws, rules, regulations and judicial doctrines of jurisdictions other than the necessary filings, United States; and (E) any notices, reports, filings, consents, registrations, approvals, permits, expirations permits and authorizations listed on Section 3.1(d)(i) of waiting periods or authorizations (i) pursuant to Section 1.03, (ii) required under the HSR Act or any applicable foreign competition laws (the “Foreign Competition Laws”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Act, (iii) required to comply with state securities or “blue-sky” Laws, (iv) as may be required with or to the Federal Communications Commission (“FCC”) under the Communications Act of 1934, as amended (the “Communications Act”), or applicable rules and regulations promulgated thereunder (together with the Communications Act, the “Communications Laws”), and (v) as may be required with or to foreign and transnational Governmental Entities pursuant to applicable foreign and transnational Laws regarding the provision of broadcasting or audio-visual media services (such Governmental Entities, “Foreign Regulators”, and such laws, “Foreign Regulatory Laws”)Company Disclosure Letter, no filingsnotices, notices and/or reports or other filings are required to be made by the Company Parent or its Subsidiaries Merger Sub with, nor are any consents, registrations, approvals, permits, expirations of waiting periods permits or authorizations required to be obtained by the Company Parent or its Subsidiaries Merger Sub from, any domestic, foreign or transnational governmental, competition or regulatory authority, court, arbitral tribunal agency, commission, body or other legislative, executive or judicial governmental entity or self-regulatory agency (each, a “Governmental Entity”) Entity in connection with the execution, delivery and performance of this Agreement by each of the Company Parent and SpinCo of the Transaction Documents to which it is or is contemplated to be a party or Merger Sub and the consummation by the Company Parent and SpinCo Merger Sub of the Mergers Merger and the other Transactionstransactions contemplated hereby, except, in each case, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected prevent, materially delay or materially impede the ability of Parent or Merger Sub to have a Company Material Adverse Effectconsummate the Merger and the other transactions contemplated by this Agreement. (bii) The execution, execution and delivery of this Agreement by Parent and performance by each of the Company and SpinCo of each Transaction Document to which it is a party does not, the execution, delivery and performance by each of the Company and SpinCo of each Transaction Document to which it is contemplated to be a party will Merger Sub do not, and the performance of this Agreement and the consummation by each Parent and Merger Sub of the Company Merger and SpinCo of the Transactions other transactions contemplated hereby will not, constitute or result in (iA) a breach or violation of, or a default under, the Company’s Restated Certificate of Incorporation (as amended from time to time, the “Company Charter”) or Amended and Restated By-Laws (as amended from time to time, the “Company Bylaws”) or the comparable governing instruments of SpinCo or any of the Company’s Subsidiariescertificate of incorporation or bylaws of Parent or Merger Sub, (iiB) with or without the notice, lapse of time or the giving of notice or both, a breach or violation of, a default or termination or modification (or right of termination termination) or modification) under, payment of additional fees a default under, the creation or acceleration of any obligations under, or the creation of a Lien on any of the assets assets, of the Company Parent or Merger Sub pursuant to, any material Contracts to which Parent or Merger Sub is a party or by which Parent, Merger Such or any of its Subsidiaries pursuant to any agreement, lease, license, contract, consent, settlement, note, mortgage, indenture, arrangement, understanding their respective properties are bound or other obligation (“Contracts”C) binding upon assuming compliance with the Company or any of its Subsidiaries (other than Affiliation Agreements that are not Key Affiliation Agreements), or, assuming (solely with respect to performance of the Transaction Documents and consummation of the Transactions) the filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods and authorizations matters referred to in Section 3.04(a) are made or obtained and receipt 3.2(c)(i), a violation of the Company Requisite Vote, under any Law, Order or License Laws to which the Company Parent or any of its Subsidiaries Merger Sub is subject or (iii) any change in the rights or obligations under any Contract to which the Company or any of its Subsidiaries is a partysubject, except, in the case of clauses clause (iiB) and or (iii) aboveC), for any such breach, violation, termination, default, terminationcreation, modification, payment, acceleration, creation acceleration or change that would not, individually or in the aggregate, reasonably be expected prevent, materially delay or materially impede the ability of Parent or Merger Sub to have a consummate the Merger or the other transactions contemplated by this Agreement (iii) None of Parent, any Sagard Entity or any Person Controlled by Parent or any Sagard Entity has derived revenues in the most recent fiscal year or in the current fiscal year which would overlap with any NAICS Code listed in Section 3.2(c)(iii) of the Company Material Adverse EffectDisclosure Letter.

Governmental Filings; No Violations. (a) Other than The execution, delivery, and performance by Parent and Merger Sub of this Agreement and the necessary filingsconsummation by Parent and Merger Sub of the Merger and the other Transactions require no authorization, noticesconsent, reportsapproval, consentswaiting period expiration, registrationstermination, approvalsauthorization or permit of or other action by or in respect of, permitsor filing with or notification to, expirations of waiting periods or authorizations any Governmental Authority other than: (i) pursuant to Section 1.03as may be required by the MGCL, (ii) required under compliance with any applicable requirements of the HSR Act or any applicable foreign competition laws (the “Foreign Competition Laws”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Act, (iii) required to comply compliance with any applicable requirements of the Securities Act, the Exchange Act, and any other applicable state securities or federal securities, takeover, or “blue-blue sky” Laws, (iv) as may be required compliance with or to the Federal Communications Commission (“FCC”) under the Communications Act of 1934, as amended (the “Communications Act”), or any applicable rules and regulations promulgated thereunder (together with the Communications Act, the “Communications Laws”), and of NYSE or (v) as may be required with or to foreign and transnational Governmental Entities pursuant to applicable foreign and transnational Laws regarding the provision of broadcasting or audio-visual media services (such Governmental Entities, “Foreign Regulators”, and such laws, “Foreign Regulatory Laws”), no filings, notices and/or reports are required to be made by the Company or its Subsidiaries with, nor are any consents, registrations, approvals, permits, expirations of waiting periods or authorizations required to be obtained by the Company or its Subsidiaries from, any domestic, foreign or transnational governmental, competition or regulatory authority, court, arbitral tribunal agency, commission, body or other legislative, executive or judicial governmental entity or self-regulatory agency (each, a “Governmental Entity”) in connection with the execution, delivery and performance by each of the Company and SpinCo of the Transaction Documents to which it is or is contemplated to be a party or the consummation by the Company and SpinCo of the Mergers and the other Transactions, except, in each case, those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectprevent, materially delay or materially impair the ability of Parent and Merger Sub to consummate the Merger and the other Transactions. (b) The execution, delivery delivery, and performance of this Agreement by each of the Company Parent and SpinCo of each Transaction Document to which it is a party Merger Sub does not, and, assuming the execution, delivery and performance by each approval of the Company and SpinCo of each Transaction Document to which it is contemplated to be a party will not, Merger and the other Transactions by the sole stockholder of Merger Sub, the consummation by each of the Company Merger and SpinCo of the Transactions will not, constitute or result in (i) result in a breach or violation of, or a default under, the Company’s Restated Certificate Organizational Documents of Incorporation (as amended from time to time, the “Company Charter”) Parent or Amended and Restated By-Laws (as amended from time to time, the “Company Bylaws”) Merger Sub or the comparable governing instruments Organizational Documents of SpinCo or any of the Company’s their respective Subsidiaries, (ii) assuming compliance with or without the lapse of time or the giving of notice or both, a breach or violation of, a default or termination or modification (or right of termination or modification) under, payment of additional fees under, the creation or acceleration of any obligations under, or the creation of a Lien on any of the assets of the Company or any of its Subsidiaries pursuant to any agreement, lease, license, contract, consent, settlement, note, mortgage, indenture, arrangement, understanding or other obligation (“Contracts”) binding upon the Company or any of its Subsidiaries (other than Affiliation Agreements that are not Key Affiliation Agreements), or, assuming (solely with respect to performance of the Transaction Documents and consummation of the Transactions) the filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods and authorizations matters referred to in Section 3.04(a) are made 6.3(a), conflict with or obtained and receipt result in a violation or breach of the Company Requisite Vote, under any Law, Order or License to which the Company or any of its Subsidiaries is subject applicable Law or (iii) assuming compliance with the matters referred to in Section 6.3(a), require any change in the rights or obligations under consent by any Contract to which the Company or any of its Subsidiaries is a partyPerson, except, except in the case of clauses (ii) and (iii) above, for any such breach, violation, default, termination, modification, payment, acceleration, creation breach or change conflict that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectprevent, materially delay or materially impair the ability of Parent and Merger Sub to consummate the Merger and the other Transactions.