Bylaws. A copy of the bylaws of such Credit Party certified by a secretary or assistant secretary of such Credit Party to be true and correct as of the Closing Date.

Bylaws. A copy of the Bylaws of BRT certified by the trustee of BRT to be true and complete as of the Closing Date.

Certificate of Incorporation of [[Organization C:Organization]] as filed with the Secretary of State of Delaware on September 10, 1990, and all amendments thereto through the date hereof (the “[[Organization C:Organization]] Certificate of Incorporation”);

Bylaws of each of the Guarantors (the “Guarantors Bylaws”); and

Conflict with Bylaws. In the event of any conflict or inconsistencies between this Agreement and the Bylaws of the Company, this Agreement shall control.

The copies of the charter document and corporate governance document of [[Organization B:Organization]] (collectively, the “Organizational Documents”) that have been delivered to Cosmos prior to the execution of this Agreement are true and complete and have not been amended or repealed. [[Organization B:Organization]] is not in violation or breach of any of the provisions of the Organizational Documents, except for such violations or breaches which, in the aggregate, will not have a Material Adverse Effect on [[Organization B:Organization]].

Certificate of Incorporation and Bylaws. At the Effective Time, # the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the terms thereof or as provided by applicable Law, and # the bylaws of Merger Sub as in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation until thereafter amended in accordance with the terms thereof, the certificate of incorporation of the Surviving Corporation or as provided by applicable Law (and subject to [Section 7.6(b)]); provided, however, in each case, that the name of the corporation set forth therein shall be changed to the name of the Company.

Bylaws. The Bylaws of the Company, and all amendments to the Bylaws, have

Concurrent with the Effective Date, each member of the Viacom Board has, by executing this Settlement, executed a written consent amending the Viacom Bylaws in the form attached as Exhibit I.

“Bylaws” mean the bylaws of the Company, as may be amended and/or restated from time to time.