Post-Closing Actions. The Company shall execute and deliver the documents and complete the tasks set forth in this Section as soon as reasonably practicable and in each case no later than the time limit specified in this Section or such longer time as YourSpace may agree in its sole discretion:

Post-Closing Actions. The Borrower agrees that it will, or will cause relevant Loan Parties to, complete each of the actions described on [Schedule 6.13] as soon as commercially reasonable and by no later than the date set forth in [Schedule 6.13] with respect to such action or such later date as the Administrative Agent may reasonably agree. To the extent any Loan Document requires delivery of any document or completion of an action, in each case that is described in [Schedule 6.13], prior to the date specified in [Schedule 6.13], such delivery may be made or such action may be taken at any time prior to that specified in [Schedule 6.13]. To the extent any representation and warranty would not be true or any provision of any covenant would be breached because the actions required by this [Section 6.13] are not taken on the Closing Date, the respective representation and warranty shall be required to be true and correct with respect to such action, or the respective covenant complied with, only at the time the respective action is taken (or was required to be taken) in accordance with this [Section 6.13].

Actions at Closing. At the Closing, the following actions will take place:

Without limiting the other terms of this Agreement, after the Closing, Buyer shall execute and deliver, or shall cause to be executed and delivered from time to time, such further instruments of conveyance and transfer that may be required to convey and deliver to the Depositary the Buyer Shares included in the Aggregate Consideration and to perfect the Depositary’s title thereto and to accomplish the transactions contemplated by this Agreement.

Governmental Actions. No Governmental Action is or will be required in connection with # the execution, delivery or performance by it of, or the consummation by it of the transactions contemplated by, this Amendment or any other Loan Document being executed and delivered in connection with this Amendment to which it is, or is to become, a party, or # the performance by it of the Amended Agreement, in each case, other than such Borrower’s Approval, as applicable, which has been duly issued and is in full force and effect.

Additional Actions. The Parties shall execute and deliver, or cause to be executed and delivered, all other documents, and take such other actions, in each case as shall be necessary or appropriate, to consummate the transactions contemplated hereby, all in accordance with the provisions of this Agreement, including such due diligence cooperation as is reasonable and appropriate following the Initial Closing Date and through the final Additional Closing Date.

Sinclair Actions. Sinclair shall have performed and complied with, in all material respects, all of the covenants, obligations and agreements required to be performed by it under this Agreement at or prior to the Closing.

Emmis Actions. Emmis shall have performed and complied with, in all material respects, all of the covenants, obligations and agreements required to be performed by it under this Agreement at or prior to the Closing.

Further Actions. Each Party agrees to execute, acknowledge and deliver such further instruments, and to do all such other acts, as may be necessary or appropriate to carry out the purposes and intent of the Agreement.

Corporate Actions. This Award shall not affect in any way the right or power of the Board or stockholders of the Company to make or authorize an adjustment, recapitalization or other change in the capital structure or the business of the Company, any merger or consolidation of the Company or subsidiaries, any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the Stock, the dissolution or liquidation of the Company, any sale or transfer of all or part of its assets or business or any other corporate act or proceeding. The shares of Stock granted hereunder shall be subject to adjustment in accordance with [Section 5.7] of the Plan.

Subject to the fulfillment or waiver of the conditions set forth in [Sections 7.1 and 7.3]3], Sellers shall consummate the Closing as soon as practicable after the approval of the Sale Order.

Further Actions. Each Party agrees to execute, acknowledge and deliver such further instruments, and to do all such other acts, as may be necessary or appropriate in order to carry out the purposes and intent of this Agreement.

Prohibited Actions. The consequences described in [Section 4.1] shall apply if during Recipient’s employment with the Company, or at any time during the period of one year following termination of such employment, Recipient, directly or indirectly, owns, manages, controls, or participates in the ownership, management or control of, or is employed by, consults for, or is connected in any manner with:

Any rights of the parties that have already vested, however, shall not be affected by such action.

Necessary Actions. Subject to the terms and conditions herein provided, each of the Parties hereto agree to use all reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws and regulations to consummate and make effective the transactions contemplated by this Agreement. In the event at any time after the Closing, any further action is necessary or desirable to carry out the purposes of this Agreement, the directors of ​ and the Sangre Members, as the case may be, agree to take such actions.

Derivative Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any Claim by or in the right of the Company to procure a judgment in its favor by reason of the fact that he or she is or was an Agent of the Company, or by reason of anything done or not done by him or her in any such capacity, the Company shall indemnify the Indemnitee against any amounts paid in settlement of any such Claim and all Expenses actually and reasonably incurred by him or her in connection with investigating, attempting to amicably resolve, prepraring for, defending, settling or appealing such Claim if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Company; except that no indemnification under this subsection shall be made in respect of any claim, issue or matter as to which such person shall have been finally adjudged to be liable to the Company by a court of competent jurisdiction due to willful misconduct or gross negligence in the performance of his or her duty to the Company, unless and only to the extent that the court in which such proceeding was brought shall determine upon application that, despite the adjudication of liability and in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such amounts the court may deem proper.

_Person V:Person_cutive Vice President, General Counsel and Secretary of Viacom (“Fricklas”), may resign from his employment with Viacom by written notice to Viacom no more than thirty (30) days after the date on which neither Dauman nor Dooley serve as Chief Executive Officer of Viacom. Such notice shall reference this [Section 6], not be subject to cure and have an effective date not less than thirty (30) business days after the date the notice is given, upon which date the noticed resignation shall become effective. Such resignation shall be deemed and for all purposes be treated as termination for “Good Reason” within the meaning of his employment agreement with and all other plans and arrangements of Viacom. Fricklas shall be a third party beneficiary of this [Section 6], entitled to rely on and enforce against Viacom the rights intended to be conferred on him hereby. Except as set forth in this [Section 6], Viacom’s and Fricklas’ rights and obligations under his employment agreement and other arrangements with Viacom (e.g. the Viacom pension plan and the Viacom 401(k) plan) shall remain unchanged, including without limitation Viacom’s right to terminate Fricklas at any time on the terms set forth in his employment agreement; provided, that the existence of “Cause” under Fricklas’ employment agreement shall not be claimed in respect of the matters addressed in this Settlement.

Closing. Upon the terms and subject to the conditions hereof, the consummation of the transaction contemplated by this Agreement (the “Closing”) shall take place via electronic and overnight deliveries, or as the parties mutually agree, on the fifth business day after the date on which all conditions to the Closing set forth in [Article VI] (other than those conditions that by their nature are to be satisfied at the Closing but subject to the fulfillment or waiver of those conditions) have been satisfied or waived, or at such other time and place as the parties agree; provided, however, that the Closing shall not occur any later than ​ (the “Outside Closing Date”). The date upon which the Closing occurs is herein referred to as the “Closing Date”.

Closing. Subject to the satisfaction or waiver of the conditions set forth in ARTICLE VI, the consummation of the transactions contemplated by this Agreement (the “Closing”) will take place at the offices of Duane Morris LLP, 1540 Avenue of the Americas, New York, NY 10032, on the third (3rd) Business Day after all the Closing conditions to this Agreement have been satisfied or waived (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions at such time) at ​ (New York City time) or at such other date, time or place as Buyer, the Company and the Sellers’ Representative may agree. By mutual agreement of the parties the Closing may take place by conference call and facsimile (or other electronic transmission of signature pages) with exchange of original signatures by overnight mail or guaranteed delivery. The date on which the Closing actually occurs will be referred to as the “Closing Date”. The Parties agree that to the extent permitted by applicable Law and GAAP, the Closing will be deemed effective as of ​ (New York City time) on the Closing Date.

Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, Preferred Shares in the aggregate principal amount of ​. The Purchaser shall deliver to the Company, via wire transfer or a certified check, immediately available funds equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser, and the Company shall deliver to each Purchaser its Preferred Shares, and the Company and each Purchaser shall deliver the other items set forth in [Section 2.2] deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in [[Sections 2.2 and 2.3]3]], the Closing shall occur at the offices of Company Counsel in Salt Lake City, UT, such other location as the parties shall mutually agree or by the electronic exchange of documents.