Common use of Issuer Additional Written Communications Clause in Contracts

Issuer Additional Written Communications. None of the Obligors have distributed or will distribute, prior to the later of the Closing Date and the completion of the Underwriters’ distribution of the Securities, any offering material in connection with the offering and sale of the Securities, other than (i) the Registration Statement, the Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representative and included in Annex I hereto or (ii) any electronic road show or other written communications reviewed and consented to by the Representative and listed on Annex II hereto (such information described in this Section 1(g)(ii) shall be referred to as an “Issuer Additional Written Communication”). Each such Issuer Additional Written Communication, when taken together with the Pricing Disclosure Package, did not as of the Time of Sale, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Issuer Additional Written Communication made in reliance upon and in conformity with information furnished to the Partnership in writing by the Representative on behalf of any Underwriter expressly for use therein, it being understood and agreed that the only such information furnished by the Representative on behalf of any Underwriter consists of the information described as such in the penultimate sentence of Section 8(b).

Issuer Additional Written Communications. None of the Obligors have distributed or will distribute, prior to the later of the Closing Date and the completion of the Underwriters’ distribution of the Securities, any offering material in connection with the offering and sale of the Securities, other than (i) the Registration Statement, the Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representative and included in Annex I hereto or (ii) any electronic road show or other written communications reviewed and consented to by the Representative and listed on Annex II Xxxxx XX hereto (such information described in this Section 1(g)(ii) shall be referred to as an “Issuer Additional Written Communication”). Each such Issuer Additional Written Communication, when taken together with the Pricing Disclosure Package, did not as of the Time of Sale, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Issuer Additional Written Communication made in reliance upon and in conformity with information furnished to the Partnership in writing by the Representative on behalf of any Underwriter expressly for use therein, it being understood and agreed that the only such information furnished by the Representative on behalf of any Underwriter consists of the information described as such in the penultimate sentence of Section 8(b).

Issuer Additional Written Communications. None The Legacy Parties have not prepared, made, used, authorized, approved or distributed and will not prepare, make, use, authorize, approve or distribute any written communication that constitutes an offer to sell or solicitation of an offer to buy the Obligors have distributed or will distribute, prior to the later of the Closing Date and the completion of the Underwriters’ distribution of the Securities, any offering material in connection with the offering and sale of the Securities, Securities other than (i) the Registration StatementPricing Disclosure Package, the Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representative and included in Annex I hereto or (ii) the Final Offering Memorandum and (iii) any electronic road show or other written communications reviewed and consented to communications, in each case used in accordance with Section 3(a). Each such communication by the Representative Issuers or their agents and listed on Annex II hereto representatives pursuant to clause (such information described in this Section 1(g)(iiiii) shall be referred to as an of the preceding sentence (each, a “Issuer Additional Written Communication”). Each such Issuer Additional Written Communication, when taken together with the Pricing Disclosure Package, did not as of the Time of Sale, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does ; provided that this representation, warranty and agreement shall not apply to statements in or omissions from any each such Issuer Additional Written Communication made in reliance upon and in conformity with written information furnished to the Partnership in writing Issuers by the Representative or on behalf of any Underwriter Initial Purchaser expressly for use therein, it being understood and agreed that the only such information furnished by the Representative on behalf of in any Underwriter consists of the information described as such in the penultimate sentence of Section 8(b)Issuer Additional Written Communication.

Issuer Additional Written Communications. None Neither the Issuer nor any Guarantor has prepared, made, used, authorized, approved or distributed and will not prepare, make, use, authorize, approve or distribute any written communication (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Obligors have distributed or will distribute, prior to the later of the Closing Date and the completion of the Underwriters’ distribution of the Securities, any offering material in connection with the offering and sale of the Securities, Securities other than (i) the Registration StatementPricing Disclosure Package, the Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representative and included in Annex I hereto or (ii) the Final Offering Memorandum, (iii) any electronic road show or other written communications reviewed and consented to by the Representative and listed on Annex II hereto A hereto, and (iv) any other written communication approved in writing in advance by the Representative, in each case used in accordance with Section 3(a). Each such information described in this Section 1(g)(iicommunication by the Issuer, the Guarantors or their agents and representatives pursuant to clauses (iii) shall be referred to as and (iv) of the preceding sentence (each, an “Issuer Additional Written Communication”). Each such Issuer Additional Written Communication, when taken together with the Pricing Disclosure Package, did not as of the Time of Sale, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does ; provided that this representation, warranty and agreement shall not apply to statements in or omissions from any each such Issuer Additional Written Communication made in reliance upon and in conformity with information furnished to the Partnership Issuer in writing by any Initial Purchaser through the Representative on behalf of any Underwriter expressly for use therein, in any Issuer Additional Written Communication (it being understood and agreed that the only such information furnished by the Representative or on behalf of any Underwriter Initial Purchaser consists of the information described as such in the penultimate sentence of Section 8(b) hereof).

Issuer Additional Written Communications. None Neither the Issuer nor any Guarantor has prepared, made, used, authorized, approved or distributed and will not prepare, make, use, authorize, approve or distribute any written communication (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Obligors have distributed or will distribute, prior to the later of the Closing Date and the completion of the Underwriters’ distribution of the Securities, any offering material in connection with the offering and sale of the Securities, Securities other than (i) the Registration StatementPricing Disclosure Package, the Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representative and included in Annex I hereto or (ii) the Final Offering Memorandum, (iii) any electronic road show or other written communications reviewed and consented to by the Representative and listed on Annex II hereto A hereto, and (iv) any other written communication approved in writing in advance by the Representative, in each case used in accordance with Section 3(a). Each such information described in this Section 1(g)(iicommunication by the Issuer, the Guarantors or their agents and representatives pursuant to clauses (iii) shall be referred to as and (iv) of the preceding sentence (each, an “Issuer Additional Written Communication”). Each such Issuer Additional Written Communication, when taken together with the Pricing Disclosure Package, did not as of the Time of Sale, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does ; provided that this representation, warranty and agreement shall not apply to statements in or omissions from any each such Issuer Additional Written Communication made in reliance upon and in conformity with information furnished to the Partnership Issuer in writing by any Initial Purchaser through the Representative on behalf of any Underwriter expressly for use therein, it being understood and agreed that the only such information furnished by the Representative on behalf of in any Underwriter consists of the information described as such in the penultimate sentence of Section 8(b)Issuer Additional Written Communication.

Issuer Additional Written Communications. None Neither the Issuer nor any Guarantor has prepared, made, used, authorized, approved or distributed and will not prepare, make, use, authorize, approve or distribute any written communication (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Obligors have distributed or will distribute, prior to the later of the Closing Date and the completion of the Underwriters’ distribution of the Securities, any offering material in connection with the offering and sale of the Securities, Securities other than (i) the Registration StatementPricing Disclosure Package, the Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representative and included in Annex I hereto or (ii) the Final Offering Memorandum, (iii) any electronic road show or other written communications reviewed and consented to by the Representative and listed on Annex II hereto A hereto, and (iv) any other written communication approved in writing in advance by the Representatives, in each case used in accordance with Section 3(a). Each such information described in this Section 1(g)(iicommunication by the Issuer, the Guarantors or their agents and representatives pursuant to clauses (iii) shall be referred to as and (iv) of the preceding sentence (each, an “Issuer Additional Written Communication”). Each such Issuer Additional Written Communication, when taken together with the Pricing Disclosure Package, did not as of the Time of Sale, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does ; provided that this representation, warranty and agreement shall not apply to statements in or omissions from any each such Issuer Additional Written Communication made in reliance upon and in conformity with information furnished to the Partnership Issuer in writing by any Initial Purchaser through the Representative on behalf of any Underwriter Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Representative on behalf of in any Underwriter consists of the information described as such in the penultimate sentence of Section 8(b)Issuer Additional Written Communication.

Issuer Additional Written Communications. None Neither any Nexstar Party nor any Guarantor has prepared, made, used, authorized, approved or distributed and will not prepare, make, use, authorize, approve or distribute any written communication (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Obligors have distributed or will distribute, prior to the later of the Closing Date and the completion of the Underwriters’ distribution of the Securities, any offering material in connection with the offering and sale of the Securities, Securities other than (i) the Registration StatementPricing Disclosure Package, the Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representative and included in Annex I hereto or (ii) the Final Offering Memorandum, (iii) any electronic road show or other written communications reviewed and consented to by the Representative and listed on Annex II hereto A hereto, and (iv) any other written communication approved in writing in advance by the Representative, in each case used in accordance with Section 3(a). Each such information described in this Section 1(g)(iicommunication by the Nexstar Parties, the Guarantors or their agents and representatives pursuant to clauses (iii) shall be referred to as and (iv) of the preceding sentence (each, an “Issuer Additional Written Communication”). Each such Issuer Additional Written Communication, when taken together with the Pricing Disclosure Package, did not as of the Time of Sale, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does ; provided that this representation, warranty and agreement shall not apply to statements in or omissions from any each such Issuer Additional Written Communication made in reliance upon and in conformity with information furnished to the Partnership Issuer in writing by any Initial Purchaser through the Representative on behalf of any Underwriter expressly for use therein, it being understood and agreed that the only such information furnished by the Representative on behalf of in any Underwriter consists of the information described as such in the penultimate sentence of Section 8(b)Issuer Additional Written Communication.

Issuer Additional Written Communications. None of the Obligors have Nexstar Parties or the Guarantors has prepared, made, used, authorized, approved or distributed and will not prepare, make, use, authorize, approve or will distribute, prior distribute any written communication (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the later of the Closing Date and the completion of the Underwriters’ distribution of the Securities, any offering material in connection with the offering and sale of the Securities, Securities other than (i) the Registration StatementPricing Disclosure Package, the Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representative and included in Annex I hereto or (ii) the Final Offering Memorandum, (iii) any electronic road show or other written communications reviewed and consented to by the Representative and listed on Annex II hereto A hereto, and (iv) any other written communication approved in writing in advance by the Representative, in each case used in accordance with Section 3(a). Each such information described in this Section 1(g)(iicommunication by the Nexstar Parties, the Guarantors or their agents and representatives pursuant to clauses (iii) shall be referred to as and (iv) of the preceding sentence (each, an “Issuer Additional Written Communication”). Each such Issuer Additional Written Communication, when taken together with the Pricing Disclosure Package, did not as of the Time of Sale, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does ; provided that this representation, warranty and agreement shall not apply to statements in or omissions from any each such Issuer Additional Written Communication made in reliance upon and in conformity with information furnished to the Partnership Issuer in writing by any Initial Purchaser through the Representative on behalf of any Underwriter expressly for use therein, in any Issuer Additional Written Communication (it being understood and agreed that the only such information furnished by the Representative or on behalf of any Underwriter Initial Purchaser consists of the information described as such in the penultimate sentence of Section 8(b) hereof).

Issuer Additional Written Communications. None of The Issuers, the Obligors have distributed or will distributeEscrow Guarantor, prior to the later of the Closing Date Surviving Issuers and the completion Guarantors have not prepared, made, used, authorized, approved or distributed and will not prepare, make, use, authorize, approve or distribute any written communication (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Underwriters’ distribution of the Securities, any offering material in connection with the offering and sale of the Securities, Securities other than (i) the Registration StatementPricing Disclosure Package, the Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed Final Offering Memorandum and consented to by the Representative and included in Annex I hereto or (ii) any electronic or written road show presentation or other written communications reviewed and consented to communications, in each case used in accordance with Section ‎4(a) hereof (each such communication by the Representative Issuers, the Escrow Guarantor, the Surviving Issuers, the Guarantors or their respective agents and listed on Annex II hereto (such information described in this Section 1(g)(iirepresentatives pursuant to clause ‎(iii) shall be referred to as of the preceding sentence, an “Issuer Additional Written Communication”). Each such Issuer Additional Written Communication, when as supplemented by and taken together with the Pricing Supplement, does not conflict in any material respect with the information contained in the Pricing Disclosure Package or the Final Offering Memorandum and each Issuer Additional Written Communication, as supplemented by and, taken together with the Pricing Disclosure Package, did not as of the Time of SaleExecution, did not include, and at the Closing Date will notnot include, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does ; provided, however, that this representation, warranty and agreement shall not apply to statements in or omissions from any each such Issuer Additional Written Communication made in reliance upon and in conformity with information furnished to the Partnership Issuers in writing by any Initial Purchaser through the Representative on behalf of any Underwriter expressly for use therein, in any Issuer Additional Written Communication (it being understood and agreed that the only such information furnished by the Representative on behalf of any Underwriter consists of the is that information described as such specified in the penultimate sentence of Section 8(b9(b)).

Issuer Additional Written Communications. None of The Issuers, the Obligors have distributed or will distributeEscrow Guarantor, prior to the later of the Closing Date Surviving Issuers and the completion Guarantors have not prepared, made, used, authorized, approved or distributed and will not prepare, make, use, authorize, approve or distribute any written communication (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Underwriters’ distribution of the Securities, any offering material in connection with the offering and sale of the Securities, Securities other than (i) the Registration StatementPricing Disclosure Package, the Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed Final Offering Memorandum and consented to by the Representative and included in Annex I hereto or (ii) any electronic or written road show presentation or other written communications reviewed and consented to communications, in each case used in accordance with Section ‎4(a) hereof (each such communication by the Representative Issuers, the Escrow Guarantor, the Surviving Issuers, the Guarantors or their respective agents and listed on Annex II hereto (such information described in this Section 1(g)(iirepresentatives pursuant to clause ‎(iii) shall be referred to as of the preceding sentence, an “Issuer Additional Written Communication”). Each such Issuer Additional Written Communication, when as supplemented by and taken together with the Pricing Supplement, does not conflict in any material respect with the information contained in the Pricing Disclosure Package or the Final Offering Memorandum and each Issuer Additional Written Communication, as supplemented by and, taken together with the Pricing Disclosure Package, did not as of the Time of SaleExecution, did not include, and #94399344v20 at the Closing Date will notnot include, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does ; provided, however, that this representation, warranty and agreement shall not apply to statements in or omissions from any each such Issuer Additional Written Communication made in reliance upon and in conformity with information furnished to the Partnership Issuers in writing by any Initial Purchaser through the Representative on behalf of any Underwriter expressly for use therein, in any Issuer Additional Written Communication (it being understood and agreed that the only such information furnished by the Representative on behalf of any Underwriter consists of the is that information described as such specified in the penultimate sentence of Section 8(b9(b)).