Non-Contravention. Neither the execution and delivery of this Agreement by such Stockholder nor the consummation of the transactions contemplated hereby nor compliance by such Stockholder with any provisions herein will # if such Stockholder is not an individual, violate, contravene or conflict with or result in any breach of any provision of the certificate of incorporation or bylaws (or other similar governing documents) of such Stockholder, # require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity on the part of such Stockholder, except for compliance with the applicable requirements of the Securities Act, the Exchange Act or any other United States or federal securities laws and the rules and regulations promulgated thereunder, # violate, conflict with, or result in a breach of any provisions of, or require any consent, waiver or approval or result in a default or loss of a benefit (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Contract or other legally binding instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of its assets may be bound, # result (or, with the giving of notice, the passage of time or otherwise, would result) in the creation or imposition of any Lien on any Subject Shares of such Stockholder (other than one created by Parent or Merger Sub), or # violate any Law or Judgment applicable to such Stockholder or by which any of its Subject Shares are bound, except as would not, in the case of each of clauses (c), (d) and (e), prevent or materially delay or materially impair such Stockholder’s ability to timely perform its obligations or the consummation by such Stockholder of the transactions contemplated by this Agreement. No trust of which such Stockholder is a trustee requires the consent of any beneficiary to the execution and delivery of this Agreement or to the consummation of the transactions contemplated hereby.

Non-Payment. Any Loan Party fails to pay # when and as required to be paid herein, any amount of principal of any Loan or any L/C Obligation, or # within five Business Days after the same becomes due, any interest on any Loan or on any L/C Obligation, or any Commitment Fee or other fee due hereunder or # within five Business Days after the same becomes due, any other amount payable hereunder or under any other Loan Document; or

Non-Disparagement. Employee, as well as their successors, affiliates, assigns, participants, agents, representatives, attorneys and all persons acting by, under, through or in concert with him, shall refrain from making remarks either orally or in writing, generally, specifically, or by implication, to the press, the electronic broadcast media, or to any other third person, regarding any facts or opinions which might tend to reflect adversely on the [[Organization A:Organization]], its products, services and/or its officers. If Employee wishes to make a public statement regarding the [[Organization A:Organization]], for example, by publishing an account of his or her time with the [[Organization A:Organization]] in a book or article, Employee may submit such statement(s) to the [[Organization A:Organization]] for prior review and consent, and the [[Organization A:Organization]] will respond in a mutually agreed timeframe with such consent not to be unreasonably withheld. Notwithstanding anything to the contrary contained in this paragraph, this covenant does not extend or apply to statements that may be made in any legal proceeding.

Non-recourse. This Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities and persons that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. No past, present or future director, officer, employee, incorporator, manager, member, partner, stockholder, Affiliate, agent, attorney or other Representative of any party hereto or of any Affiliate of any party hereto, or any of their successors or permitted assigns, shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim, action, suit or other legal proceeding based on, in respect of or by reason of the transactions contemplated hereby.

Non-Contravention. Except as set forth on [Schedule 3.6], neither the execution, delivery and performance of this Agreement or any Ancillary Documents by any Seller Party, nor the consummation of the transactions contemplated hereby or thereby, will # violate or conflict with, any provision of the Governing Documents of the Company, # violate or conflict with any applicable Law or Order to which the Company or any Seller, their respective assets or the Purchased Shares are bound or subject, # with or without giving notice or the lapse of time or both, breach or conflict with, constitute or create a default under, or give rise to any right of termination, cancellation or acceleration of any obligation or result in a loss of a material benefit under, or give rise to any obligation of the Company or any Seller to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under, any of the terms, conditions or provisions of any Contract, agreement, or other commitment to which a Seller or the Company is a party or by which a Seller or the Company, their respective assets or the Purchased Shares may be bound, # result in the imposition of a Lien (other than a Permitted Lien) on any Purchased Shares or any assets of the Company or # require any filing with, or Permit, consent or approval of, or the giving of any notice to, any Governmental Authority or other Person.

Non-Solicit. For a period of twelve (12) months from and after Closing, except for the employee designated on [Schedule 4.9] attached hereto, Emmis shall not, and shall not permit its Affiliates to, without the prior written consent of Sinclair, for their own account or on behalf of any other Person # hire any Transferred Employee or # solicit for hire any Transferred Employee, provided, that this clause (ii) does not restrict general solicitations not specifically directed at Transferred Employees.

Non-Competition. For a period of three (3) years from the Closing Date (the “Restriction Period”), none of Sellers or Sellers’ Affiliates shall, directly or indirectly, # engage in, acquire, own, manage, operate, finance, control, guarantee the obligations of, or otherwise participate as an employee, officer, director, equityholder, partner or joint venture partner of any business that is competitive with the Business anywhere in North America (a “Competing Business”) or a Person engaged in a Competing Business, # act as a consultant, advisor, agent or representative of any Competing Business or Person with respect to a Competing Business, or # license or transfer any of the trademark, trade dress, internet address, trade name, service mark, logo or design of Sellers or Seller’s Affiliates, or permit the use of the same by, any Competing Business or Person for use in a Competing Business; provided, however, that the forgoing shall not prohibit the Sellers or any of their respective Affiliates from acquiring or otherwise owning less than a five percent (5%) the voting power of a Person engaged in a Competing Business, solely as an investment and without participating the management of such Person.

Non-Transferability. The Special Retention Award is non-transferable and may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant other than by will or the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company; provided, that, the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.

Non-Assignability. Stock Units may not be transferred, assigned, pledged or hypothecated, whether by operation of law or otherwise, nor may the Stock Units be made subject to execution, attachment or similar process.

Non-Competition. During the Non-Competition Restricted Period, Executive agrees to not, directly or indirectly, perform duties or provide services (whether as an owner, operator, proprietor, director, officer, manager (including as a manager of personal and family investments), employee, partner, member, stockholder, equity holder, consultant, advisor, volunteer, representative, contractor, agent, lender or otherwise) for any Person that competes with any of the products manufactured or services rendered by the Company, specifically including, but not limited to, the manufacture of reference and calibration standards for nuclear medicine, the production or sale of sodium iodide I-131, and/or cobalt-60 sealed source manufacturing or recycling within the Restricted Area that: # are substantially similar to the duties or services Executive performed or provided on behalf of the Company or its Affiliates; or # may require or inevitably require disclosure of trade secrets, proprietary information or Confidential Information; provided that nothing in this Agreement shall prohibit Executive from owning, in the aggregate, not more than five percent (5%) of any class of securities of any publicly traded entity engaged in a business competitive with Company’s primary business, so long as Executive does not participate in any way in the management, operation or control of such publicly traded entity.