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 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 approvals and/or exemption orders (iA) pursuant to Section 1.03under the CBCA, (iiB) required under the HSR Act or any applicable foreign competition laws Act, (C) under the “Foreign Competition Laws”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Act, the Ontario Securities Act and the securities laws of each of the other provinces and territories of Canada, (iiiD) required to comply with state securities or “blue-blue sky” Laws, (ivE) as may required to be required made with or to the Federal Communications Commission New York Stock Exchange, Inc. (“FCCNYSE”) and the Toronto Stock Exchange (“TSX”), (F) required to be or customarily filed pursuant to any state environmental transfer statutes and (G) under the Communications Investment Canada Act of 1934, as amended and Competition Act (the “Communications Act”), or applicable rules and regulations promulgated thereunder (together with the Communications Act, the “Communications Laws”Canada), and (v) as may be required with or to foreign other than the Interim Order 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”)Final Order, 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 and no consents, registrations, approvals, permits, expirations of waiting periods permits or authorizations are required to be obtained by the Company or any of its Subsidiaries from, any domestic, foreign or transnational governmental, competition governmental 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 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 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 Material Adverse EffectEffect or prevent, materially delay or materially impair the ability of the Company 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 do not, and the consummation by each the Company 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 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 (with or without notice, lapse of time or both) pursuant to to, 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 of the Company Requisite Vote, under any Law, Order Laws or License governmental or non-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 notthat, individually or in the aggregate, would not be 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 transactions contemplated by this Agreement and the Arrangement.

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. (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 1.031.3, (iiB) required under the HSR Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act or any applicable foreign competition laws of 1976, as amended (the “Foreign Competition Laws”"HSR Act"), 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" laws, (ivD) required to be made with the NYSE or Nasdaq, and (E) the filing of appropriate documents with, and approval of, the respective Commissioners of Insurance or similar regulatory authorities of Arizona, Florida, Georgia, New York, South Carolina, Texas, Puerto Rico, Mexico, Cayman Islands, Argentina, Turks & Caicos, Dominican Republic and the United Kingdom and such notices and consents as may be required with or to the Federal Communications Commission (“FCC”) under the Communications Act antitrust notification insurance laws of 1934any state in which the Company, as amended (the “Communications Act”), Parent or applicable rules and regulations promulgated thereunder (together with the Communications Act, the “Communications Laws”), and (v) as may be required with any of their respective subsidiaries is domiciled 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”)does business, 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 permits or authorizations required to be obtained by the Company or its Subsidiaries from, any domestic, foreign or transnational governmental, competition governmental 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 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 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 EffectEffect or prevent, materially delay or materially impair the ability of the Company 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 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 Company 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 charter or by-laws 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 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 (with or without notice, lapse of time or both) pursuant to to, 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 or (other than Affiliation Agreements that provided, as to consummation, the filings and notices are not Key Affiliation Agreements)made, orand approvals are obtained, 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 as referred to in Section 3.04(a5.1(d)(i)), any Law (as defined in Section 5.1(i)) are made 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 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, is not reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. Section 5.1(d) of the Company Disclosure Letter sets forth, to the knowledge of the executive officers of the Company, a correct and complete list of Contracts of the Company and its Subsidiaries pursuant to which consents or waivers are or may be expected required prior to consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (B) and (C) above), except those the failure to obtain, individually or in the aggregate, is not reasonably likely 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. (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 (iA) pursuant to Section 1.031.3, (iiB) required under the HSR Act or any applicable Act, the foreign competition laws set forth on Section 5.1(d)(i)(B) of the Company Disclosure Letter (the “Foreign Competition Laws”), 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 pursuant to 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 (vE) 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 the local and state Governmental Entities and other entities identified in Section 5.1(d)(i)(E) of the Company Disclosure Letter pursuant to applicable local and state Laws regulating the telecommunications and satellite delivered video and audio businesses or services (“Utilities Laws”) and (F) with or to the foreign and transnational regulatory bodies (each, a “Foreign Regulator”) and the foreign and transnational Governmental Entities and other entities identified in Section 5.1(d)(i)(F) of the Company Disclosure Letter pursuant to applicable foreign and transnational Laws regarding regulating the provision of telecommunications and broadcasting services, including direct broadcast satellite services, and/or the ownership, operation or audio-visual media services installation of telecommunications and broadcasting networks and facilities, including satellites, or the use of radio frequencies (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”) or 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 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 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 Third Amended and Restated Certificate of Incorporation Incorporation, effective as of August 27, 2012 (as amended from time to time, the “Company Charter”) or Amended and Restated By-Laws Laws, effective as of August 27, 2012 (as amended from time to time, the “Company Bylaws”) or the comparable governing instruments of SpinCo or any of the Company’s Specified 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 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 TransactionsMerger and the other transactions contemplated hereby) the filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods and authorizations referred to in this Section 3.04(a5.1(d) are made or obtained and receipt of the Company Requisite Vote, under any Law, Order or License Law to which the Company or any of its Subsidiaries is subject or (iiiC) any change in the rights or obligations under any Contract Contracts 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. For purposes of this Agreement, “Specified Subsidiaries” shall mean DIRECTV Holdings LLC, DIRECTV Financing Co., and any direct or indirect non-wholly Subsidiary of the Company.

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 required under the HSR Act (if applicable) or the non-U.S. Antitrust Laws set forth on Section 1.034.5(a)(i) of the AT&T Disclosure Letter, (ii) required under the HSR Act or any applicable foreign competition laws (the “Foreign Competition Laws”), the Securities Exchange Act of 1934, as amended, and the Securities Act of 1933, as amended (the “Exchange Securities 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 (the “FCC”) under pursuant to 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”), (iv) with or to any local or state Governmental Entities with jurisdiction to grant or otherwise oversee State and Local Operating Authority for businesses offering video and audio services, (v) as may be required with or to foreign the non-U.S. and transnational regulatory bodies (each, a “Non-U.S. Regulator”) and the non-U.S. and transnational Governmental Entities and other entities identified in Section 4.5(a)(v) of the AT&T Disclosure Letter pursuant to applicable foreign and transnational Non-U.S. Regulatory Laws regarding or (vi) as set forth on Section 4.5(a)(vi) of the provision of broadcasting or audio-visual media services AT&T Disclosure Letter (such Governmental Entitiescollectively, the “Foreign Regulators”, and such laws, “Foreign Regulatory LawsRequired Approvals”), no filingsnotices, notices and/or reports or other filings are required to be made by AT&T, NewCo or any of the Company or its Subsidiaries AT&T Entities with, nor are any consents, registrations, approvals, permits, expirations of waiting periods or authorizations Permits required to be obtained by AT&T, NewCo or any of the Company or its Subsidiaries AT&T 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”) , in connection with the execution, delivery and performance by each of the Company and SpinCo of the Transaction Documents to which it is by AT&T, NewCo or is contemplated to be a party any AT&T Entity or the consummation of the Transactions and the transactions contemplated by the Company and SpinCo of the Mergers and the other TransactionsAncillary Agreements, 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 EffectEffect or prevent, materially delay or materially impede the performance by AT&T of its obligations under this Agreement or the Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby. (b) To the Knowledge of AT&T, there is no reason that any Required Approvals will not be received on a timely basis or that the performance by AT&T or any of its Affiliates of its obligations under this Agreement or the Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby would reasonably be expected to be prevented, materially delayed or materially impeded. (c) The execution, delivery and performance by each AT&T, NewCo and the AT&T Entities of the Company and SpinCo of each Transaction Document Documents to which it is they are 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 of the Company and SpinCo of the Transactions will and the transactions contemplated by the Ancillary Agreements shall not, constitute conflict with or result in any violation of or default (with or without notice, lapse of time, or both) under, or give rise to a right of termination, loss of rights, adverse modification of provisions, cancellation or acceleration of any obligation under, or result in the creation of any Encumbrance (other than Permitted Encumbrances) upon any of the Transferred Assets under any provision of (i) a breach the certificate of incorporation, bylaws 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 documents of SpinCo AT&T, NewCo or any of the Company’s SubsidiariesAT&T Entity, (ii) with or without the lapse of time or the giving of notice or bothany Material Contract binding upon AT&T, 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 NewCo or any of its Subsidiaries pursuant to any agreement, lease, license, contract, consent, settlement, note, mortgage, indenture, arrangement, understanding AT&T Entities or other obligation (“Contracts”iii) 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 TransactionsTransactions and the transactions contemplated by the Ancillary Agreements) compliance with the filingsRequired Approvals, 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 Law to which the Company AT&T, NewCo or any of its Subsidiaries is AT&T Entity, the Business and the Transferred Assets are 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, accelerationdefault, creation or change acceleration that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect or prevent, materially delay or materially impede the performance by AT&T of its obligations under this Agreement or the Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby.

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 1.031.3, (iiB) required under the HSR Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act or any applicable foreign competition laws of 1976, as amended (the “Foreign Competition Laws”"HSR Act"), the Securities Exchange Act of 1934, as amended (the “"Exchange Act”"), the Securities Act of 1933, as amended (the "Securities Act"), the Investment Company Act of 1940 (the "1940 Act") and the Securities Investment Advisers Act of 1940, as amended (the "Advisers Act"), (iiiC) required to comply with state securities or “"blue-sky” Laws" laws, (ivD) required to be made with the New York Stock Exchange, Inc. (the "NYSE"), the National Association of Securities Dealers, Inc. ("NASD") and the Pacific Exchange, Inc., and other applicable self-regulatory organizations, applicable state banking authorities and applicable federal regulatory agencies including the Federal Deposit Insurance Corporation and the Office of Thrift Supervision, and (E) the filing of appropriate documents with, and, to the extent necessary, approval of, the respective Commissioners of Insurance of the states of Arizona, California, New York and the insurance authorities of the Cayman Islands and such notices and consents as may be required with or to the Federal Communications Commission (“FCC”) under the Communications Act insurance laws of 1934any jurisdiction in which the Company, as amended (the “Communications Act”), Parent or applicable rules and regulations promulgated thereunder (together with the Communications Act, the “Communications Laws”), and (v) as may be required with any of their respective subsidiaries is domiciled 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”)does business, no filings, reports or 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 permits or authorizations required to be obtained by the Company or its Subsidiaries from, any domestic, foreign or transnational governmental, competition governmental 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 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 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 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 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 charter or bylaws 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 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 (with or without notice, lapse of time or both) pursuant to to, any agreement, lease, license, contract, consent, settlement, note, mortgage, indenture, arrangement, understanding arrangement or other obligation obligation, whether written or oral (“"Contracts”) " and individually, a "Contract"), binding upon the Company or any of its Subsidiaries (other than Affiliation Agreements that are not Key Affiliation Agreements)provided, oras to consummation, assuming (solely with respect to performance of the Transaction Documents and consummation of the Transactions) the filings, noticesreports and notices are made, reportsand approvals are obtained, consents, registrations, approvals, permits, expirations of waiting periods and authorizations as referred to in Section 3.04(a5.1(d)(i) are made or obtained and receipt of the Company Requisite VoteSection 6.18) or any Law (as defined in Section 5.1(i)) or governmental or non-governmental permit, under any Lawregistration, Order authorization or License 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 the Company or any of its Subsidiaries is a partyContract, 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 is not, individually or in the aggregate, reasonably be expected likely to have a Company Material Adverse Effect. As promptly as practicable following the date of this Agreement, the Company will deliver to Parent Section 5.1(d) of the Company Disclosure Letter which sets forth, to the Knowledge of the Company, a correct and complete list in all material respects of Contracts of the Company and its Subsidiaries pursuant to which consents or waivers are or may be required prior to consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (B) and (C) above).

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. (ai) Other than (A) the necessary filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations (i) filings pursuant to Section 1.031.3, (iiB) required the notification under the HSR Act or any applicable foreign competition laws (the “Foreign Competition Laws”), the Securities Exchange Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 19341976, as amended (the “Exchange "HSR Act”"), the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"), (iiiC) required the filings and/or notices to comply with state securities or “"blue-sky” Laws" laws, (ivD) as may be required with or the necessary notices to and, if any, approvals of the Federal Communications Communica tions Commission (“"FCC”") under pursuant to 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”)amended, and (vE) as may be required with the necessary notices to and necessary approvals, if any, of the state public utility commissions or to foreign and transnational Governmental Entities similar state regulatory bodies (each a "PUC") identified in its respective Disclosure Letter pursuant to applicable foreign and transnational Laws regarding state laws regulating the provision of broadcasting telephone, mobile cellular, paging, cable television or audio-visual media services other telecom- munications business ("Utilities Laws") (such Governmental Entities, “Foreign Regulators”, filings and/or notices of SBC being the "SBC Required Consents" and such laws, “Foreign Regulatory Laws”of the Company being the "Company Required Consents"), no filingsnotices, notices and/or reports or other filings are required to be made by the Company it to or its Subsidiaries with, nor are any consents, registrations, approvals, permits, expirations of waiting periods per mits 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, 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 and performance the Stock Option Agreement by each of the Company it 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 Merger and the other Transactionstransactions contemplated hereby and thereby, 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 EffectEffect on it or to prevent, or materially impair its ability to effect, the consummation by it of the transactions con templated by this Agreement or the Stock Option Agreement. (bii) The execution, delivery and performance of this Agreement and the Stock Option 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 it of the Company Merger and SpinCo of the Transactions other transactions contemplated hereby and thereby will not, constitute or result in (iA) a breach or violation of, or a default under, the Company’s Restated Certificate its 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”) laws or the comparable governing instruments of SpinCo or any of its "Significant Subsidiaries", as such term is defined in Rule 1.02(w) of Regulation S-X promulgated under the Company’s SubsidiariesSecurities Exchange Act of 1934, as amended (the "Exchange Act"), (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 lien, pledge, security interest or other encumbrance on any of its assets or the assets of the Company or any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to to, any agreement, lease, license, contract, consent, settlement, note, mortgage, indenture, arrangement, understanding arrangement or other obligation (“"Contracts”") binding upon the Company it or any of its Subsidiaries or any Law (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 as defined in Section 3.04(a5.1(h)) are made 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 is subject or (iiiC) any change in the rights or obligations of any party under any Contract to which 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, is not reasonably be expected likely to have a Company Material Adverse EffectEffect on it or to prevent, or materially impair its ability to effect, the consummation by it of the transactions contemplated by this Agreement or the Stock Option Agreement. The Company Disclosure Letter, with respect to the Company, and the SBC Disclosure Letter, with respect to SBC, sets forth a correct and complete list of all Contracts of it and its Subsidi aries required to be filed as material contract exhibits under the Exchange Act and pursuant to which consents or waivers are or may be required prior to consummation of the transactions contemplated by this Agreement or the Stock Option Agreement (whether or not subject to the exception set forth with respect to clauses (B) and (C) above).

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. (a) Other than the any necessary filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations (i) pursuant to required under the HSR Act (if applicable) or the non-U.S. Antitrust Laws set forth on Section 1.034.4(a)(i) of the AT&T Disclosure Letter, (ii) required under the HSR Act or any applicable foreign competition laws (the “Foreign Competition Laws”), the Securities Exchange Act of 1934, as amended, and the Securities Act of 1933, as amended (the “Exchange Securities 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 (the “FCC”) under pursuant to 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”), (iv) with or to any local or state Governmental Entities with jurisdiction to grant or otherwise oversee State and Local Operating Authority for businesses offering video and audio services, (v) as may be required with or to foreign the non-U.S. and transnational regulatory bodies (each, a “Non-U.S. Regulator”) and the non-U.S. and transnational Governmental Entities and other entities identified in Section 4.4(a)(v) of the AT&T Disclosure Letter pursuant to applicable foreign and transnational Laws regarding the provision of broadcasting or audioNon-visual media services (such Governmental Entities, “Foreign Regulators”, and such laws, “Foreign U.S. Regulatory Laws, (vi) any required Tax filings reflecting the Transactions or the Pre-Closing Reorganization or (vii) as set forth on Section 4.4(a)(vii) of the AT&T Disclosure Letter (collectively, the “Required Approvals”), no filingsnotices, notices and/or reports or other filings are required to be made by the Company AT&T or its Subsidiaries Blocker with, nor are any consents, registrations, approvals, permits, expirations of waiting periods or authorizations Permits required to be obtained by the Company AT&T or its Subsidiaries Blocker 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 by AT&T or is contemplated to be a party Blocker or the consummation of the Transactions and the transactions contemplated by the Company and SpinCo of the Mergers and the other TransactionsAncillary Agreements, 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 Seller Material Adverse Effect. (b) To the Knowledge of AT&T, (i) it is in compliance in all material respects with the Communications Laws, including payment of all fees required thereunder, and (ii) there is no other reason relating to AT&T’s non-compliance with the Communication Laws that any Required Approvals will not be received on a timely basis or that the performance by AT&T or any of its Affiliates of its obligations under this Agreement or the Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby would reasonably be expected to be prevented, delayed or materially impeded. (c) The execution, delivery and performance by each AT&T and Blocker of the Company and SpinCo of each Transaction Document Documents to which it is they are 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 of the Company and SpinCo of the Transactions will and the transactions contemplated by the Ancillary Agreements shall not, constitute conflict with or result in any violation of or default (with or without notice, lapse of time, or both) under, or give rise to a right of termination, loss of rights, adverse modification of provisions, cancellation or acceleration of any obligation under, or result in the creation of any Encumbrance (other than Permitted Encumbrances) upon any of the properties or assets of AT&T and/or Blocker, in each case, under any provision of (i) a breach the certificate of incorporation, bylaws 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 documents of SpinCo AT&T or any of the Company’s SubsidiariesBlocker, (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”) material Contract binding upon the Company AT&T or any of its Subsidiaries Blocker or (other than Affiliation Agreements that are not Key Affiliation Agreements), or, iii) assuming (solely with respect to performance of the Transaction Documents and consummation of the TransactionsTransactions and the transactions contemplated by the Ancillary Agreements) compliance with the filingsRequired Approvals, 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 Law to which the Company AT&T or any of its Subsidiaries Blocker 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, accelerationdefault, creation or change acceleration that would not, individually or in the aggregate, reasonably be expected to have a Company Seller Material Adverse Effect.

Governmental Filings; No Violations. (a) Other than (i) the necessary filing of the Certificate of Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business and (ii) the filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or permits and authorizations required to be made (iA) pursuant to Section 1.03under the Exchange Act, (ii) required under including the HSR Act or any applicable foreign competition laws (Proxy Statement and the “Foreign Competition Laws”Schedule 13E-3), the Securities Exchange Act of 1934and any state securities, as amended (the takeover and “Exchange Act”), and the Securities Act, (iii) required to comply with state securities or “blue-blue sky” Laws, Laws and (ivB) 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 of 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”)NYSE, 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 with, nor are any consents, registrations, approvals, permits, expirations of waiting periods or authorizations required to be made or obtained by the Company 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 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 this Agreement by the Company and SpinCo the consummation of the Mergers Merger 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 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 do not, and the consummation by each of the Company and SpinCo of the Transactions do not and will not: (i) assuming the Company Stockholder Approvals are obtained, constitute or result in (i) a conflict, 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 Organizational Documents of the Company or any of its Subsidiaries pursuant to Subsidiaries, (ii) require any agreement, lease, license, contract, consent, settlement, note, mortgage, indenture, arrangement, understanding consent of or other action by any Person under, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation (“Contracts”) under, any provision of any Contract binding upon the Company or any of its Subsidiaries or (other than Affiliation Agreements that are not Key Affiliation Agreements), or, iii) assuming (solely with respect to performance of this Agreement and the Transaction Documents and consummation of the Transactions) the filingsCompany Stockholder Approvals are obtained, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods and authorizations referred to in Section 3.04(a) are made conflict with or obtained and receipt of the Company Requisite Vote, under violate any Law, Order or License Law to which the Company or Company, 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 (ii) and or (iii) aboveof this Section 5.4(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 result in a Company Material Adverse Effect. Notwithstanding the foregoing, no representation or warranty is made by the Company with respect to the Pending Sale Transactions or the Pending Sale Transaction SPAs.

Governmental Filings; No Violations. (a) Other The execution, delivery, and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other Transactions (other than the necessary filingsany transaction under Section 7.18 of this Agreement) require no authorization, noticesconsent, reportsapproval, consentswaiting period expiration, registrationstermination, approvalsauthorization or permit of, permitsother action by or in respect of, expirations of waiting periods or authorizations filing with or notification to, any (i) pursuant to Section 1.03federal, state, local, municipal, foreign or other government, (ii) governmental, quasi-governmental, supranational, administrative or regulatory authority (including any governmental division, department, agency, commission, instrumentality, organization, board, bureau, unit or body and any court or other tribunal), or (iii) self-regulatory organization, arbitration panel or similar entity (each, a “Governmental Authority”) other than (A) as may be required under the HSR Act or MGCL, (B) compliance with any applicable foreign competition laws requirements of the HSR Act, (C) the “Foreign Competition Laws”), filing with the SEC of the Proxy Statement and other compliance with any applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Act(D) filings required by any applicable state or federal securities, (iii) required to comply with state securities takeover or “blue-blue sky” Laws, (ivE) compliance with any applicable rules of the New York Stock Exchange (“NYSE”), (F) as may be required in connection with or to the Federal Communications Commission (“FCC”) under the Communications Act of 1934federal, as amended (the “Communications Act”), or applicable rules state and regulations promulgated thereunder (together with the Communications Act, the “Communications Laws”)local transfer Taxes, and (vG) as may be required with where failure to obtain any such authorization, consent, approval, waiting period expiration, termination, authorization 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 Entitiespermit, “Foreign Regulators”other action, and make any such laws, “Foreign Regulatory Laws”), no filings, notices and/or reports are required filing or notification would not reasonably be expected 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 nothave, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (b) The execution, delivery 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 of the Merger and the other Transactions (other than any transaction under Section 7.18 of this Agreement) by the Company and SpinCo of the Transactions will not, constitute or result in (i) result in a breach or violation of, or a default under, of 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 Subsidiaries, (ii) assuming compliance with the matters referred to in Section 5.4(a) and obtaining the Requisite Stockholder Vote, result in a breach or violation of any Law to which the Company or any of its Subsidiaries is subject, or (iii) require any notice, consent or approval under, result in any breach of any obligation or material increase in any cost or obligation of the Company or any Subsidiary under, 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 both) of any right or obligation or the giving loss of notice any benefit to which the Company or bothany of its Subsidiaries is entitled, a breach or violation of, a default or termination or modification (or give rise to any right of termination purchase or modification) undersale, payment of additional fees under, the creation first offer or acceleration of any obligations under, forced sale under or result in the creation of a Lien on any of the assets property or asset of the Company or any of its Subsidiaries Subsidiary pursuant to any agreement, lease, license, contract, consentnote, settlementbond, notedebt instrument, mortgage, indenture, arrangementpermit, 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 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 Subsidiary is a partyparty (each, exceptbut not including any Company Plan, a “Contract”), 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, accelerationright of purchase or sale, first offer, forced sale, creation of any Lien, or change loss of any benefit, 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) 2.1.4.1. Other than the necessary filings, permits, authorizations, notices, reportsapprovals, confirmations, consents, registrations, approvals, permits, expirations of waiting periods or authorizations declarations and/or decisions (iA) pursuant to Section 1.03Sections 1.2.2 and 3.3.1, (iiB) required under the HSR Act or any applicable foreign competition laws (the “Foreign Competition Laws”), the Securities Exchange Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 19341976, as amended (the “"HSR Act"), the Exchange Act”, the Securities Act and the Exon-Xxxxxx provisions of the Omnibus Trade and Competitiveness Act of 1988 ("Exon-Xxxxxx"), and the Securities Act, (iiiC) required to comply with state the rules and regulations of the NYSE or the LSE or any other stock exchanges on which securities of BP Amoco, ARCO or “blue-sky” Lawsany of their respective Subsidiaries are listed, (ivD) as may be required to comply with or to the Federal Communications Commission Council Regulation (“FCC”EEC) under the Communications Act of 1934, No 4064/89 as amended (the “Communications Act”"Regulation"), or applicable rules and regulations promulgated thereunder (together insofar as the Merger constitutes a concentration with a Community dimension within the Communications Act, scope of the “Communications Laws”Regulation), (E) from the UK Office of Fair Trading that is not the intention of the UK Secretary of State for Trade and Industry to refer the Merger or any matters arising therefrom to the UK Monopolies and Mergers Commission (the "MMC") or from the Secretary of State for Trade and Industry in the event that the Merger or any matters arising therefrom are referred to the MMC (insofar as the Merger qualifies for investigation by the MMC under the UK Fair Trading Act 1973 or a referral is made by the European Commission to the UK Competent Authority under Article 9 of the Regulation), (F) with or from any other national authority within the European Community to which the Merger (or any part of it) is referred pursuant to Article 9 of the Regulation) and (vG) as may be required with or to foreign and transnational Governmental Entities from H.M. Treasury pursuant to applicable foreign section 765 of the Income and transnational Laws regarding Corporation Taxes Act 1988 (or the provision of broadcasting confirmation from H.M. Treasury or audio-visual media services the Inland Revenue that no such consent is required to the transactions contemplated by this Agreement) (such Governmental Entitiesfilings, “Foreign Regulators”permits, authorizations, notices, approvals, confirmations, consents, declarations and/or decisions to be made, given or obtained by BP Amoco being the "BP Amoco Required Consents" and such laws, “Foreign Regulatory Laws”by ARCO being the "ARCO Required Consents"), no filings, notices notices, declarations and/or reports decisions are required to be made by the Company or its Subsidiaries it with, nor are any consents, registrations, approvals, permits, expirations of waiting periods authorizations, approvals or authorizations other confirmations or consents required to be obtained by the Company or its Subsidiaries it from, any domestic, foreign or transnational governmental, competition governmental or regulatory (including stock exchange) authority, agency, court, arbitral tribunal agency, commission, body or other legislative, executive or judicial governmental entity or self-regulatory agency (including the U.K. Panel on Takeovers and Mergers (the "Takeover Panel")) (each, a “"Governmental Entity”) "), in connection with the execution, execution and delivery by it of this Agreement and performance by each of the Company Stock Option 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 it of the Mergers Merger and the other Transactionstransactions contemplated hereby and thereby, except, in each case, except those that the failure of which to make make, give or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect on it or prevent, materially delay or materially impair its ability to consummate the Merger and the other transactions contemplated by this Agreement and the Stock Option Agreement. (b) 2.1.4.2. The execution, delivery and performance of this Agreement and the Stock Option 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 it of the Company Merger and SpinCo the other transactions - contemplated hereby and thereby (including, in the case of BP Amoco, the Transactions issue of BP Amoco Ordinary Shares, and the deposit of BP Amoco Ordinary Shares by or on behalf of BP Amoco with the Depositary against issuance of BP Amoco Depositary Shares in accordance with the Deposit Agreement) will not, constitute or result in (iA) a breach or violation of, or a default under, its memorandum or articles of association, in the Company’s Restated Certificate case of Incorporation BP Amoco, or its restated certificate of incorporation or by-laws, in the case of ARCO, or the comparable governing instruments of any of the Significant Subsidiaries of BP Amoco or ARCO (in each case 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), (iiB) with subject to making, giving or without the lapse obtaining all necessary filings, permits, authorizations, notices, approvals, confirmations, consents, declarations and/or decisions described in Section 2.1.4.1 and all other necessary third-party consents as set forth in paragraph 2.1.4.2 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 under, the creation or acceleration of any obligations under, or rights of third parties or the creation of a Lien an 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, contract, consent, settlement, note, mortgage, indenture, arrangement, understanding arrangement or other obligation (“"Contracts”") binding upon the Company it or any of its Subsidiaries or any law, ordinance, regulation, judgment, order, decree, arbitration, award, license or permit of any Governmental Entity (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"Law") 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 non- governmental permit or License license to which the Company it or any of its Subsidiaries is subject subject, or (iiiC) any change in the rights or obligations of either Party under any Contract to which 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 reasonably be expected to have a Company Material Adverse EffectEffect on it or prevent, materially delay or materially impair its ability to consummate the Merger and the other transactions contemplated by this Agreement and the Stock Option Agreement.