Common use of Power; Authorization and Validity; Consents; No Conflicts Clause in Contracts

Power; Authorization and Validity; Consents; No Conflicts. (i) Each of New United and United/New United Merger Sub has all requisite power and authority to execute and deliver and perform its obligations under this Agreement and each other Transaction Document to be executed and delivered by it pursuant to this Agreement, and to consummate the transactions contemplated hereby and thereby. The execution and delivery by such party of this Agreement and the other Transaction Documents to which it is or will be a party, and, subject to the satisfaction of the conditions set forth in this Agreement, the consummation of the transactions contemplated hereby and thereby (including the United/New United Merger) and the performance by it of its obligations hereunder and thereunder have been duly authorized by the respective Boards of Directors of each of New United and United/New United Merger Sub and by all other requisite corporate action on the part of such parties. This Agreement has been, and each of the other Transaction Documents to be executed and delivered by New United or United/New United Merger Sub will be at or prior to the Closing, duly and validly executed and delivered by such party. Assuming the due execution and delivery by the other parties hereto or thereto, this Agreement constitutes, and each of the other Transaction Documents when executed and delivered by the applicable of New United or United/New United Merger Sub will constitute, the legal, valid and binding obligation of such party, enforceable in accordance with its terms, except as such enforceability may be affected by applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors' rights generally or by general equitable principles. (ii) Except for the requirements under the HSR Act, the filing of the Certificate of Merger in connection with the United/New United Merger, the filing of the certificates or articles of merger, as applicable, in connection with the Founder Newco Mergers, and the Required United Consents, no consent, approval or waiver of, notice to, or Filing with, any other Person is required on behalf of New United or any of its Subsidiaries in connection with the execution, delivery or performance by New United or United/New United Merger Sub of this Agreement or any of the other Transaction Documents to which any of them is or will be a party, or the consummation of the transactions contemplated hereby or thereby (including the United/New United Merger and the Founder Newco Mergers), the failure of which to be obtained, given or made, individually or in the aggregate, would have a New United Material Adverse Effect. The execution and delivery of this Agreement and the other Transaction Documents by New United and United/New United Merger Sub do not, and the performance by them of their respective obligations hereunder and thereunder will not, (x) violate or conflict with any provision of the certificate of incorporation, bylaws, operating agreement or other organizational or governing documents of New United or any of its Subsidiaries, (y) assuming that the Required United Consents of Governmental Authorities are obtained, violate any of the terms, conditions or provisions of any Law, License or Judgment to which New United or any of its Subsidiaries is subject or by which any of the foregoing or any of their respective assets are bound, except that no representation is made with respect to any foreign Law of any jurisdiction in which neither New United nor United, directly or through a Subsidiary, owns assets or engages in business, or (z) result in a violation or breach of, or (with or without the giving of notice or lapse of time or both) constitute a default (or give rise to any right of termination, cancellation, amendment, acceleration, repurchase, prepayment or repayment or to increased payments) under or give rise to or accelerate any material obligation (including any obligation to, or to offer to, repurchase, prepay, repay or make increased payments) or result in the loss or modification of any material benefit under, or result in a Lien or Restriction on any of the assets of New United or any of its Subsidiaries pursuant to, any Contract to which New United or any of its Subsidiaries is a party or by which New United or any of its Subsidiaries or any of their respective assets is bound, except, in the case of any Law (other than Delaware law), License or Judgment referred to in clause (y), as would not have a New United Material Adverse Effect.

Power; Authorization and Validity; Consents; No Conflicts. (i) Each of New United and United/New United Merger Sub its applicable Subsidiaries each has all requisite power and authority to execute and deliver and perform its obligations under this Agreement and each other Transaction Document to be executed and delivered by it pursuant to this Agreement, and to consummate the transactions contemplated hereby and thereby. The execution and delivery by such party United or the applicable Subsidiary thereof of this Agreement and the other Transaction Documents to which it is or will be a party, party and, subject to the satisfaction of the conditions set forth in this Agreement, the consummation of the transactions contemplated hereby and thereby (including the United/New United Merger) and the performance by it of its obligations hereunder and thereunder have been duly authorized by (x) the respective Boards unanimous vote of the Board of Directors of each United (excluding directors designated by Liberty Media), (y) the unanimous vote of New the members of the Board of Directors of United who are not Founders, Permitted Transferees of a Founder, officers or directors or designees of Liberty Media or officers or directors of United, voting separately, and (z) except for the approval of the stockholders of United/New United Merger Sub and by , all other requisite corporate action on the part of such partiesaction. This Agreement has been, and each of the other Transaction Documents to be executed and delivered by New United or United/New United Merger Sub and each applicable Subsidiary thereof will be at or prior to the Closing, duly and validly executed and delivered by such partyUnited or the applicable Subsidiary, as the case may be. Assuming the due execution and delivery by the other parties hereto or theretoeach Liberty Party, as applicable, this Agreement constitutes, and each of the other Transaction Documents when executed and delivered by United or the applicable of New United or United/New United Merger Sub Subsidiary thereof will constitute, the legal, valid and binding obligation of such partyUnited or the applicable Subsidiary thereof, as the case may be, enforceable in accordance with its terms, except as such enforceability may be affected by applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors' rights generally or by general equitable principles. (ii) Except for the requirements under the HSR Act, the filing of the Certificate of Merger in connection with the United/New United MergerMerger and any required notices, the filing Filings, consents, approvals or waivers set forth in Paragraph A. of Section 6.1(c)(ii) of the certificates or articles of mergerUnited Disclosure Schedule that, as applicable, in connection with indicated on such Section of the Founder Newco Mergers, and the United Disclosure Schedule as "Required United Consents," have not been obtained or made as of the date hereof (the "Required United Consents"), no consent, approval or waiver of, notice to, or Filing with, any other Person is required on behalf of New United or any of its Subsidiaries in connection with the execution, delivery or performance by New United or United/New United Merger Sub of this Agreement or by United or its applicable Subsidiaries, as the case may be, of any of the other Transaction Documents to which any of them it is or will be a party, or the consummation of the transactions contemplated hereby or thereby (including the United/New United Merger and the Founder Newco MergersMerger), the failure of which to be obtained, given or made, individually or in the aggregate, would have a United Material Adverse Effect or a New United Material Adverse Effect. The execution and delivery of this Agreement and the other Transaction Documents by New United and United/New United Merger Sub its applicable Subsidiaries do not, and the performance by them United and its applicable Subsidiaries of their respective obligations hereunder and thereunder will not, (x) assuming the approval of United's stockholders described in Section 7.2 is obtained, violate or conflict with any provision of the certificate of incorporation, bylaws, operating agreement or other organizational or governing documents of New United or any of its Subsidiaries, (y) assuming that the Required United Consents of Governmental Authorities are obtained, except as described in footnote 1 to Section 6.1(c)(ii) of the United Disclosure Schedule, violate any of the terms, conditions or provisions of any Law, License or Judgment to which New United or any of its Subsidiaries is subject or by which any of the foregoing or any of their respective assets are bound, except that no representation is made with respect to any foreign Law of any jurisdiction in which neither New United nor Uniteddoes not, directly or through a Subsidiary, owns own assets or engages engage in business, or (z) assuming that the Required United Consents are given, made and obtained, result in a violation or breach of, or (with or without the giving of notice or lapse of time or both) constitute a default (or give rise to any right of termination, cancellation, amendment, acceleration, repurchase, prepayment or repayment or to increased payments) under under, or give rise to or accelerate any material obligation (including any obligation to, or to offer to, repurchase, prepay, repay or make increased payments) or result in the loss or modification of any material benefit under, or result in a Lien or Restriction on any of the assets of New United or any of its Subsidiaries pursuant to, any Contract note, bond, indenture, debenture, security agreement, trust agreement, lien, mortgage, lease, agreement, contract, license, franchise, permit, guaranty, joint venture agreement, or other agreement, instrument, understanding, commitment or obligation, oral or written (collectively "Contracts"), to which New United or any of its Subsidiaries is a party or by which New United or any of its Subsidiaries or any of their respective assets is bound, except, except in the case of any Law (other than Delaware law), License or Judgment referred to in clause (y) and any Contract (other than, for purposes of Article XV only, any Contract evidencing or securing any outstanding indebtedness of United or any of its Subsidiaries or pursuant to which any such outstanding indebtedness was incurred) referred to in clause (z), as would not not, individually or in the aggregate, have a United Material Adverse Effect or a New United Material Adverse Effect.

Power; Authorization and Validity; Consents; No Conflicts. (i) Each Such Founder, in the case of New United and United/New United Merger Sub a natural person, has all requisite legal capacity and, in the case of a Founder that is not a natural person, has all requisite power and authority authority, in each case to execute and deliver enter into and perform his or its obligations under this Agreement and each other Transaction Document to be executed and delivered by him or it pursuant to this Agreement, and to consummate the transactions contemplated hereby and thereby. The execution and delivery by such party of this Agreement and the other Transaction Documents to which it is or will be a partyFounder of, and, subject to the satisfaction of the conditions set forth in this Agreement, the consummation performance of the transactions contemplated hereby and thereby (including the United/New United Merger) and the performance by it of his or its obligations hereunder under, this Agreement and thereunder each Transaction Document to which he or it is or will be a party have been duly authorized by the respective Boards of Directors of each of New United and United/New United Merger Sub and by all other requisite corporate action on the part of such partiesFounder. This Agreement has been, and each of the other Transaction Documents to be executed and delivered by New United or United/New United Merger Sub will be at or prior to the Closing, been duly and validly executed and delivered by such party. Assuming Founder and, assuming the due execution and delivery by the other parties hereto or theretoeach Liberty Party, as applicable, this Agreement constitutes, and each of the other Transaction Documents when executed and delivered by the applicable of New United or United/New United Merger Sub such Founder pursuant to this Agreement, each Transaction Document to which such Founder is a party will constitute, the legal, valid and binding obligation of such partyFounder, enforceable in accordance with its terms, except as such enforceability may be affected by applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors' rights generally or by general equitable principles. (ii) . Except for the requirements under the HSR Act, the filing of the Certificate certificate of Merger in connection with formation for the United/New United Mergerapplicable Founder Newco, the filing and any required notices, Filings, consents, approvals or waivers set forth on Section 5.2 of the certificates or articles of merger, as applicable, in connection with Founder Disclosure Schedule (the "Required Founder Newco Mergers, and the Required United Consents"), no consent, approval or waiver of, notice to, or Filing with, any other Person is required required, on behalf of New United such Founder or any of its Subsidiaries the applicable Founder Newco in connection with the execution, delivery or performance by New United or United/New United Merger Sub such Founder of this Agreement or any of the other Transaction Documents to which any of them such Founder is or will be a party, or the consummation of the transactions contemplated hereby or thereby (including the United/New United Merger and the Founder Newco Mergers)thereby, the failure of which to be obtained, given or made, individually or in the aggregate, would have a New Founder Material Adverse Effect or United Material Adverse Effect. The Except as set forth on Section 5.2 of the Founder Disclosure Schedule, the execution and delivery by such Founder and the applicable Founder Newco, as applicable, of this Agreement and the other Transaction Documents by New United and United/New United Merger Sub to which such Founder or Founder Newco is a party do not, and the performance by them such Founder or Founder Newco of their respective his or its obligations hereunder under this Agreement and thereunder the other Transaction Documents to which such Founder or Founder Newco is a party will not, (xi) in the case of each Founder Newco and in the case of a Founder that is not a natural person, violate such Founder Newco's or conflict with any provision Founder's certificate or articles of the certificate of incorporationincorporation or formation, bylaws, trust agreement, operating agreement, limited liability company agreement or other equivalent organizational or governing documents of New United or any of its Subsidiariesdocument, (yii) assuming that the Required United Consents of Governmental Authorities are obtained, violate any of the terms, conditions or provisions of any Law, License or Judgment to which New United such Founder or any of its Subsidiaries Founder Newco is subject or by which any of the foregoing such Founder or any of their respective Founder Newco or his or its assets are bound, except that no representation is made with respect to any foreign Law of any jurisdiction in which neither New United nor Uniteddoes not, directly or through a Subsidiary, owns own assets or engages engage in business, or (ziii) assuming that the Required Founder Consents are given, made and obtained, result in a violation or breach of, or (with or without the giving of notice or lapse of time or both) constitute a default (or give rise to any right of termination, cancellation, amendment, cancellation or acceleration, repurchase, prepayment or repayment or to increased payments) under or give rise to or accelerate any material obligation (including any obligation to, or to offer to, repurchase, prepay, repay or make increased payments) or result in the loss or modification of any material benefit under, or result in a Lien or Restriction on any of the assets of New United such Founder or any of its Subsidiaries Founder Newco pursuant to, to any Contract to which New United such Founder or any of its Subsidiaries Founder Newco is a party or by which New United such Founder or Founder Newco or any of his or its Subsidiaries or any of their respective assets is bound, except, except in the case of any Law (other than Delaware law), License or Judgment referred to in clause (yii) and any Contract referred to in clause (iii), as would not have a New Founder Material Adverse Effect or United Material Adverse Effect.

Power; Authorization and Validity; Consents; No Conflicts. (i) Each Such Founder, in the case of New United and United/New United Merger Sub a natural person, has all requisite legal capacity and, in the case of a Founder that is not a natural person, has all requisite power and authority authority, in each case to execute and deliver enter into and perform his or its obligations under this Agreement and each other Transaction Document to be executed and delivered by him or it pursuant to this Agreement, and to consummate the transactions contemplated hereby and thereby. The execution and delivery by such party of this Agreement and the other Transaction Documents to which it is or will be a partyFounder of, and, subject to the satisfaction of the conditions set forth in this Agreement, the consummation performance of the transactions contemplated hereby and thereby (including the United/New United Merger) and the performance by it of his or its obligations hereunder under, this Agreement and thereunder each Transaction Document to which he or it is or will be a party have been duly authorized by the respective Boards of Directors of each of New United and United/New United Merger Sub and by all other requisite corporate action on the part of such partiesFounder. This Agreement has been, and each of the other Transaction Documents to be executed and delivered by New United or United/New United Merger Sub will be at or prior to the Closing, been duly and validly executed and delivered by such party. Assuming Founder and, assuming the due execution and delivery by the other parties hereto or theretoeach Liberty Party, as applicable, this Agreement constitutes, and each of the other Transaction Documents when executed and delivered by the applicable of New United or United/New United Merger Sub such Founder pursuant to this Agreement, each Transaction Document to which such Founder is a party will constitute, the legal, valid and binding obligation of such partyFounder, enforceable in accordance with its terms, except as such enforceability may be affected by applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors' rights generally or by general equitable principles. (ii) . Except for the requirements under the HSR Act, the filing of the Certificate certificate of Merger in connection with formation for the United/New United Mergerapplicable Founder Newco, the filing and any required notices, Filings, consents, approvals or waivers set forth on Section 5.2 of the certificates or articles of merger, as applicable, in connection with Founder Disclosure Schedule (the "Required Founder Newco Mergers, and the Required United Consents"), no consent, approval or waiver of, notice to, or Filing with, any other Person is required required, on behalf of New United such Founder or any of its Subsidiaries the applicable Founder Newco in connection with the execution, delivery or performance by New United or United/New United Merger Sub such Founder of this Agreement or any of the other Transaction Documents to which any of them such Founder is or will be a party, or the consummation of the transactions contemplated hereby or thereby (including the United/New United Merger and the Founder Newco Mergers)thereby, the failure of which to be obtained, given or made, individually or in the aggregate, would have a New Founder Material Adverse Effect or United Material Adverse Effect. The Except as set forth on Section 5.2 of the Founder Disclosure Schedule, the execution and delivery by such Founder and the applicable Founder Newco, as applicable, of this Agreement and the other Transaction Documents by New United and United/New United Merger Sub to which such Founder or Founder Newco is a party do not, and the performance by them such Founder or Founder Newco of their respective his or its obligations hereunder under this Agreement and thereunder the other Transaction Documents to which such Founder or Founder Newco is a party will not, (xi) in the case of each Founder Newco and in the case of a Founder that is not a natural person, violate such Founder Newco's or conflict with any provision Founder's certificate or articles of the certificate of incorporationincorporation or formation, bylaws, trust agreement, operating agreement, limited liability company agreement or other equivalent organizational or governing documents of New United or any of its Subsidiariesdocument, (yii) assuming that the Required United Consents of Governmental Authorities are obtained, violate any of the terms, conditions or provisions of any Law, License or Judgment to which New United 18 such Founder or any of its Subsidiaries Founder Newco is subject or by which any of the foregoing such Founder or any of their respective Founder Newco or his or its assets are bound, except that no representation is made with respect to any foreign Law of any jurisdiction in which neither New United nor Uniteddoes not, directly or through a Subsidiary, owns own assets or engages engage in business, or (ziii) assuming that the Required Founder Consents are given, made and obtained, result in a violation or breach of, or (with or without the giving of notice or lapse of time or both) constitute a default (or give rise to any right of termination, cancellation, amendment, cancellation or acceleration, repurchase, prepayment or repayment or to increased payments) under or give rise to or accelerate any material obligation (including any obligation to, or to offer to, repurchase, prepay, repay or make increased payments) or result in the loss or modification of any material benefit under, or result in a Lien or Restriction on any of the assets of New United such Founder or any of its Subsidiaries Founder Newco pursuant to, to any Contract to which New United such Founder or any of its Subsidiaries Founder Newco is a party or by which New United such Founder or Founder Newco or any of his or its Subsidiaries or any of their respective assets is bound, except, except in the case of any Law (other than Delaware law), License or Judgment referred to in clause (yii) and any Contract referred to in clause (iii), as would not have a New Founder Material Adverse Effect or United Material Adverse Effect.

Power; Authorization and Validity; Consents; No Conflicts. (i) Each of New United and United/New United Merger Sub Such Liberty Party has all requisite corporate power and authority to execute and deliver enter into and perform its obligations under this Agreement and each other Transaction Document to be executed and delivered by it pursuant to this Agreement, and to consummate the transactions contemplated hereby and thereby. The execution and delivery by such party Liberty Party of this Agreement and the other Transaction Documents to which it is or will be a party, and, subject to the satisfaction of the conditions set forth in this Agreement, the consummation of the transactions contemplated hereby and thereby (including the United/New United Merger) and the performance by it of its obligations hereunder under, this Agreement and thereunder each Transaction Document to which it is or will be a party have been duly authorized by the respective Boards of Directors of each of New United and United/New United Merger Sub and by all other requisite corporate action on the part of such partiesLiberty Party. This Agreement has been, and each of the other Transaction Documents to be executed and delivered by New United or United/New United Merger Sub such Liberty Party will be at or prior to the Closing, duly and validly executed and delivered by such party. Assuming Liberty Party, and assuming the due execution and delivery by the each other parties party hereto or theretoand thereto (other than another Liberty Party), this Agreement constitutes, and each of the other Transaction Documents when executed and delivered by the applicable of New United or United/New United Merger Sub such Liberty Party pursuant to this Agreement, each Transaction Document to which such Liberty Party is a party will constitute, the legal, valid and binding obligation of such party, Liberty Party enforceable in accordance with its terms, except as such enforceability may be affected by applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors' rights generally or by general equitable principles. (ii) . Except for the requirements under the HSR ActAct and except for any required notices, the filing Filings, consents, approvals or waivers set forth on Section 4.2 of the Certificate of Merger in connection Liberty Disclosure Schedule and except for the required filing with and clearance from the United/New United Merger, Mexican Competition Commission (the filing of the certificates or articles of merger, as applicable, in connection with the Founder Newco Mergers, and the "Required United Liberty Consents"), no consent, approval or waiver of, notice to, or Filing with, any other Person is required required, on behalf of New United or any of its Subsidiaries such Liberty Party in connection with the execution, delivery or performance by New United or United/New United Merger Sub such Liberty Party of this Agreement or by such Liberty Party of any of the other Transaction Documents to which any of them it is or will be a party, or the consummation of the transactions contemplated hereby or thereby (including the United/New United Merger and the Founder Newco Mergers)thereby, the failure of which to be obtained, given or made, individually or in the aggregate, would have a New United Liberty Material Adverse Effect. The Except as set forth on Section 4.2 of the Liberty Disclosure Schedule, the execution and delivery by such Liberty Party of this Agreement and the other Transaction Documents by New United and United/New United Merger Sub to which they or any of them are parties do not, and the performance by them such Liberty Party, of their respective obligations hereunder under this Agreement and thereunder the other Transaction Documents to which they or any of them are parties will not, (xi) violate or conflict with any provision of the certificate of incorporation, bylaws, operating agreement incorporation or other organizational or governing documents bylaws of New United or any of its Subsidiariessuch Liberty Party, (yii) assuming that the Required United Liberty Consents of Governmental Authorities are obtained, violate any of the terms, conditions or provisions of any Law, License or Judgment to which New United or any of its Subsidiaries such Liberty Party is subject or by which any of the foregoing or any of their respective assets are bound, except that no representation is made with respect to any foreign Law of any jurisdiction in which neither New United nor UnitedLiberty does not, directly or through a Subsidiary, owns own assets or engages engage in business, or (ziii) assuming that the Required Liberty Consents are given, made and obtained, result in a violation or breach of, or (with or without the giving of notice or lapse of time or both) constitute a default (or give rise to any right of termination, cancellation, amendment, acceleration, repurchase, prepayment or repayment or to increased payments) under or give rise to or accelerate any material obligation (including any obligation to, or to offer to, repurchase, prepay, repay or make increased payments) or result in the loss or modification of any material benefit under, or result in a Lien or Restriction on any of the assets of New United or any of its Subsidiaries such Liberty Party being contributed pursuant to, to this Agreement pursuant to any Contract to which New United or any of its Subsidiaries such Liberty Party is a party or by which New United such Liberty Party or any of its Subsidiaries or any of their respective assets is bound, except, except in the case of any Law (other than Delaware law), License or Judgment referred to in clause (yii) and any Contract referred to in clause (iii), as would not not, individually or in the aggregate, have a New United Liberty Material Adverse Effect.