Corporate Proceedings. The Agent shall have received, with a copy for each Bank, a copy of the resolutions, in form and substance reasonably satisfactory to the Agent, of the Board of Directors of ​ authorizing # the execution, delivery and performance of this Agreement and # the borrowings contemplated hereunder, certified by the Secretary or an Assistant Secretary of ​ as of the Closing Date, which certificate shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded and shall be in form and substance reasonably satisfactory to the Agent.

On the Effective Date, Lender shall have received a certificate from Borrower, dated the Effective Date, signed by the chairman of the board, the chief executive officer, the president, the chief financial officer or any vice president of Borrower, and attested to by the secretary, any assistant secretary, the general counsel or any vice president of Borrower, substantially in the form of [Exhibit C] with appropriate insertions, which shall be in form and substance reasonably acceptable to Lender, together with copies of the certificate of incorporation and by-laws of Borrower and the resolutions of Borrower referred to in such certificate, which resolutions shall be in form and substance reasonably acceptable to Lender.

Proceedings. As soon as possible and in any event within three (3) Business Days after a Responsible Officer of the Borrower receives notice or obtains knowledge thereof, any settlement of, material judgment (including a material judgment with respect to the liability phase of a bifurcated trial) in or commencement of any labor controversy (of a material nature), material litigation, material action, material suit or material proceeding before any Governmental Authority, domestic or foreign, affecting the ​ Entities or their Affiliates.

Proceedings. For purposes of this Agreement, the term “proceeding” shall be broadly construed and shall include, without limitation, any threatened, pending, or completed action, suit, arbitration, alternate dispute resolution mechanism, tribunal, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company or otherwise and whether of a civil, criminal, administrative or investigative nature, and whether formal or informal in any case, in which Indemnitee was, is or will be involved as a party or otherwise by reason of: # the fact that Indemnitee is or was a director or officer of the Company, the Parent or another affiliate; # the fact that any action taken by Indemnitee or of any action on Indemnitee’s part while acting as director, officer, employee or agent of the Company, the Parent or another affiliate; or # the fact that Indemnitee is or was serving at the request of the Company, the Parent, or another affiliate as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, and in any such case described above, whether or not serving in any such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, or advancement of expenses may be provided under this Agreement.

Proceedings. Neither Emmis nor Sinclair shall be subject to any court or governmental order or injunction restraining or prohibiting the consummation of the transactions contemplated hereby.

Proceedings. In the event of any Proceeding:

Proceedings. On the Closing Date, all limited liability company proceedings of Borrowers shall be satisfactory in form and substance to the Bank and its counsel; and the Bank shall have received copies, in form and substance satisfactory to the Bank and its counsel, of the articles of organization (with certificate of formation), as applicable, and operating agreement or limited liability company agreement of each of the Borrowers and the resolutions of the authorized officers and/or manager of Borrowers, as adopted, authorizing the execution and delivery of the Loan Documents, the borrowings under this Agreement, and the granting of the security interests in the Collateral pursuant to the Security Instruments, to secure the payment of the Indebtedness.

Proceedings. No action, proceeding or order by any court or governmental body or agency shall have been threatened in writing, asserted, instituted or entered to restrain or prohibit the carrying out of the transactions contemplated by this Agreement.

Proceedings. There is no Proceeding pending or, to the Knowledge of the Seller, Threatened against Seller, which would affect the ability of Seller to consummate the sale of the Subject Securities or the other transactions contemplated by this Agreement or the Ancillary Agreements. Seller is not subject to any Order that relates to the Subject Securities or to the Business.

Awards to Corporate participants will be based on their Guideline Incentive (eligible salary multiplied by the applicable guideline percentage) multiplied by the Corporate Final Performance Index. The Corporate Final Performance Index shall be based on the consolidated financial performance of the Company including Graybar Corporate, districts, zones and all subsidiaries as determined from time to time in accordance with guidelines adopted by the Board.

Corporate Documents; Proceedings, etc. 7374

Involuntary Proceedings. (i) Any involuntary Insolvency Proceeding is commenced or filed against the Company or any Material Subsidiary, or any writ, judgment, warrant of attachment, execution or similar process, is issued or levied against a substantial part of the Company’s or any Material Subsidiaries’ Properties, and any such proceeding or petition shall not be dismissed, or such writ, judgment, warrant of attachment, execution or similar process shall not be released, vacated or fully bonded within 60 days after commencement, filing or levy; # the Company or any Material Subsidiary admits the material allegations of a petition against it in any Insolvency Proceeding, or an order for relief (or similar order under non-U.S. law) is ordered in any Insolvency Proceeding; or # the Company or any Material Subsidiary acquiesces in the appointment of a receiver, trustee, custodian, conservator, liquidator, mortgagee in possession (or agent therefor), or other similar Person for itself or a substantial portion of its Property or business; or

Legal Proceedings. Except as set forth on [Schedule 4.10] of the Disclosure Schedules, there are no actions, suits, claims, investigations or other legal proceedings pending or, to ​’s Knowledge, threatened against or by ​ relating to or affecting the Business, the Purchased Assets or the Assumed Liabilities, which, if determined adversely to ​, would result in a Material Adverse Effect.

Legal Proceedings. There are no actions, suits, claims, investigations or other legal proceedings pending or, to Purchaser's knowledge, threatened against or by Purchaser or any Affiliate of Purchaser that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.

Regulatory Proceedings. The Parties shall, and shall cause their Affiliates and each of their respective Representatives to, use reasonable best efforts to cooperate with each other in connection with the prompt withdrawal of any applications to, or termination of proceedings before, any Governmental Entity or under any applicable Law, in each case to the extent applicable and requested by a Party, in connection with the transactions contemplated by the SPA.

No Proceedings. No party to this Amendment may, prior to the date which is two (2) years and one (1) day after the Final Payout Date, institute against, or join any other Person in instituting against, the SPV any proceeding of a type referred to in the definition of Event of Insolvency.

No Proceedings. There is no litigation, proceeding or investigation pending or, to the knowledge of the Borrower, threatened against the Borrower, before any Governmental Authority # asserting the invalidity of any Borrower Basic Document, # seeking to prevent the consummation of any of the transactions contemplated by the

No Proceedings. There is no litigation, proceeding or investigation pending or, to its knowledge, threatened against it, before any Governmental Authority # asserting the invalidity of this Agreement, # seeking to prevent the consummation of any of the transactions contemplated by this Agreement or # seeking any determination or ruling that could reasonably be expected to have a Material Adverse Effect (solely with respect to part # of the definition thereof).