No Injunctions or Actions. No statute, regulation, order, decree, writ, ruling or injunction shall have been enacted, entered, promulgated, threatened or endorsed by any federal, state, local or foreign court or governmental authority of competent jurisdiction which prohibits the consummation of or which would materially modify or delay any of the transactions contemplated by this Agreement or the Warrant. No action, suit or proceeding before any federal, state, local or foreign arbitrator or any court or governmental authority of competent jurisdiction shall have been commenced or threatened, and no inquiry or investigation by any federal, state, local or foreign governmental authority of competent jurisdiction shall have been commenced or threatened, against the Company, or any of the officers, directors or affiliates of the Company, seeking to restrain, prevent or change the transactions contemplated by this Agreement or the Warrant, or seeking material damages in connection with such transactions.

No Injunctions. No Governmental Entity of competent authority and jurisdiction shall have issued an Order or enacted a Law that remains in effect that prohibits or makes illegal the consummation of the transactions contemplated hereby (collectively, the “Legal Restraints”).

SECTION # Conditions to Obligations of JKDG. The obligation of JKDG to effect the Acquisition is further subject to satisfaction or waiver of the following conditions:

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.

Prohibited Actions. The Employee shall not, during the Restriction Period, directly or indirectly, solicit, entice, persuade, induce or cause: