Common use of Material Contracts Clause in Contracts

Material Contracts. (a)Section 4.9 of the Company Disclosure Schedule lists each Contract to which any Acquired Company is a party, or by which it is bound, as of the date of this Agreement (other than Company Benefit Plans):

Material Contracts. (a)Section a) Section 4.9 of the Company Disclosure Schedule lists each Contract to which any Acquired Company is a party, or by which it is bound, as of the date of this Agreement (other than Company Benefit Plans):

Material Contracts. (a)Section 4.9 Section 5.12 of the Company Disclosure Schedule lists each Contract to which any Acquired Company is a partyall of the following Contracts (other than Real Property Agreements), or identified by which it is boundthe appropriate subcategory listed below, in effect as of the date of this Agreement hereof to which the Company is a party or by which its assets are bound (other than Company Benefit Planscollectively, the “Material Contracts”):

Material Contracts. (a)Section 4.9 a)‎Section 3.11 of the Company Disclosure Schedule lists each Contract to which any Acquired Company is contains a partytrue, or by which it is boundcorrect and complete list of all outstanding Contracts (each, a “Material Contract”) in effect as of the date hereof to which a Group Company or any of this Agreement (other than Company Benefit Plans):its properties or assets is bound or subject to that:

Material Contracts. (a)Section 4.9 a) Section 3.08(a) of the Company Disclosure Schedule lists each Contract Schedules sets forth a true, correct and complete list of the following Contracts to which any Acquired Group Company is a party, or by which it is bound, party as of the date hereof (and Sellers have made available to Buyer true, correct and complete copies of this Agreement (other than Company Benefit Plansall such Contracts, together with all amendments, modifications or supplements thereto):

Material Contracts. (a)Section 4.9 a) Section 3.22(a) of the Company Disclosure Schedule lists each Contract contains a true, complete and correct list of the following contracts to which any Acquired the Company is a party, party or by which it any of its assets are bound (each contract so listed or required to be so listed being a “Material Contract”) and, to the extent that a Material Contract is boundoral, as Section 3.22(a) of the date Disclosure Schedule contains an accurate description of this Agreement (other than Company Benefit Plans):the material terms thereof, and each Material Contract is listed under a heading in Section 3.22(a) of the Disclosure Schedule that corresponds with the applicable clause among the following to which such Material Contract relates:

Material Contracts. (a)Section 4.9 a) Section 2.13(a) of the Company Disclosure Schedule lists each Contract to which any Acquired Company is sets forth a party, or by which it is boundcomplete list, as of the date hereof, of this Agreement the following agreements, contracts, arrangements or understandings, whether written or oral (other than collectively, "Contracts") to which the Company Benefit Plans):or any of its Subsidiaries is a party or by which any of their properties or assets may be bound:

Material Contracts. (a)Section 4.9 a) Section 2.13(a) of the Company Disclosure Schedule lists each Contract the following notes, leases, licenses, contracts or agreements ("Contracts") to which the Company or any Acquired Company is a party, or by which it is boundsubsidiary, as of the date of this Agreement (other than Company Benefit Plans):Agreement, is a party or is bound:

Material Contracts. (a)Section 4.9 a) Section 3.11(a) of the Company Seller Disclosure Schedule lists each Contract to which any Acquired Company is sets forth a party, or by which it is bound, true and complete list of the following Contracts in effect as of the date of this Agreement to which either of the Acquired Companies is a party (other such Contracts, collectively, the “Material Contracts”); provided, however, that a Contract referenced by more than Company Benefit Plans):one description need only be listed once on the Seller Disclosure Schedule:

Material Contracts. (a)Section 4.9 a) Section 5.14 of the Company Disclosure Schedule lists contains a complete and correct list of each Contract to which any Acquired Company is a party, or by which it is bound, of the following contracts as of the date of this Agreement (other than to which either the Company Benefit Plans):or any of its Subsidiaries is a party to or legally bound:

Material Contracts. (a)Section 4.9 a) Section 4.15 of the Company Disclosure Schedule lists each Contract to which any Acquired Company is Schedules sets forth a partytrue, or by which it is boundcorrect and complete list, as of the date of this Agreement Agreement, of the following Contracts (other than but not including any Lease Agreements, which are addressed by Section 4.23) to which the Company Benefit Plansor any of the Company Subsidiaries is party or by which any of the Company or any of the Company Subsidiaries’ assets or properties are bound (collectively, the “Material Contracts”):

Material Contracts. (a)Section 4.9 a) Section 3.16(a) of the Company Disclosure Schedule lists each Contract contains a true, correct and complete list, as of the date of this Agreement, of the following types of legally binding contracts (whether written or oral) to which the Company or any Acquired Company Subsidiary is a party, party or by which it is bound, otherwise bound in each case as of the date of this Agreement (other than such contracts, excluding any Employee Benefit Plan listed on Section 3.10(a) of the Company Benefit PlansDisclosure Schedule and excluding any Leases, being the “Material Contracts”):

Material Contracts. (a)Section 4.9 Section 3.14(a) of the Company Disclosure Schedule lists each Contract contains an accurate and complete list of the following outstanding Contracts (including all amendments and supplements thereto) to which any Acquired the Company or the Member is a party, party or by which it the Company, the Member or any of their respective properties or assets is boundbound (collectively, as of the date of this Agreement (other than Company Benefit Plans“Material Contracts”):

Material Contracts. (a)Section 4.9 a) Section 3.17(a) of the Company Disclosure Schedule lists sets forth, as of the date of this Agreement, a correct and complete list of each Contract of the following types of Contracts related to the Business or any of the Stations to which any Acquired Seller Party or any Station Sharing Company is a party, or by which it any of their respective properties or assets is bound, as of the date of this Agreement (other than Company Benefit Plans)::

Material Contracts. (a)Section 4.9 a) Section 3.13(a) of the Company Disclosure Schedule lists each Contract contains a true, correct and complete list of the following Contracts to which any Acquired the Company is a party, party or by which it is bound, bound as of the date of this Agreement hereof (other than such Contracts being “Company Benefit PlansMaterial Contracts”):

Material Contracts. (a)Section 4.9 a) Section 3.22(a) of the Company Disclosure Schedule lists sets forth a true and complete list of each Contract (and any amendments, supplements and modifications thereto), other than any Company Benefit Plan, to which the Company or any Acquired of the Company Subsidiaries is a partyparty as of the date of this Agreement, or by which it the Company, any of the Company Subsidiaries or any of their respective properties or assets is bound, bound as of the date of this Agreement (other than Company Benefit Plans):all Contracts described in clauses (i) through (x) of this Section 3.22(a), the “Material Contracts”), which:

Material Contracts. (a)Section 4.9 a) Section 2.13(a) of the Company Disclosure Schedule lists sets forth a complete and correct list of each Contract of the following Contracts to which the Company or any Acquired Company of its Subsidiaries is a partyparty (each of the Contracts and other documents required to be listed in Section 2.13(a) of the Company Disclosure Schedule, or by which it is bound, a “Company Material Contract”) as of the date of this Agreement (other than Company Benefit Plans):Date:

Material Contracts. (a)Section 4.9 a) Schedules 2.15 (a)(i) through (xx) of the Company Disclosure Schedule lists Letter set forth a list of each Contract of the following Contracts to which the Company or any Acquired Company Subsidiary is a party, or by which it is bound, as of party that are in effect on the date of this Agreement Date (other than Company Benefit Plansthe “Material Contracts”):

Material Contracts. (a)Section 4.9 a) Schedule 3.12 of the Company Seller Disclosure Schedule lists Letter sets forth a list of each Contract of the following Contracts to which any Acquired Company is a party, or by which it is boundwhich, as of the date of this Agreement Agreement, the Company or any of its Subsidiaries, if any, is a party (other than each, a “Company Benefit PlansMaterial Contract”):

Material Contracts. (a)Section 4.9 a) Section 3.15(a) of the Company Disclosure Schedule lists sets forth a true and complete list of each Contract of the following Contracts, including all amendments, supplements and modifications, other than the Plans, to which any Acquired a member of the Company Group is a party, or by which it is bound, party as of the date of this Agreement (other than Company Benefit Planssuch Contracts required to be set forth in such list, the “Material Contracts”):

Material Contracts. (a)Section 4.9 a) Section 3.18(a) of the Company Disclosure Schedule lists each Contract set forth an accurate and complete list of all of the following types of Contracts to which any Acquired Group Company is a party, or by which it is bound, party as of the date of this Agreement Agreement, excluding in each case, Contracts under which such Group Company has no material outstanding rights or obligations (other than Company Benefit Planssuch Contracts, the “Material Contracts”):

Material Contracts. (a)Section 4.9 a) Section 2.13 of the Company Disclosure Schedule lists specifically identifies by subsection each Contract to which the Company or any Acquired Company of its Subsidiaries is a party, party or by which it the Company or any of its Subsidiaries is boundotherwise bound that constitutes a Material Contract, as and any amendments thereto. For purposes of this Agreement, each of the date of this Agreement (other than Company Benefit Plans):following shall be deemed to constitute a “Material Contract”:

Material Contracts. (a)Section 4.9 a) Section 3.8(a) of the Company Disclosure Schedule lists sets forth a true, complete and accurate list, as of the date hereof, of each Contract to which any Acquired Company is a party, party or by which it is boundan Acquired Company is, as or any of the date of its properties or assets are, bound (except for this Agreement (and the other than Company Benefit Plans):agreements entered into in connection with the Transactions) and which:

Material Contracts. (a)Section 4.9 a) Except for this Agreement, Section 3.12(a) of the Company Disclosure Schedule lists each Contract to which any Acquired Company is a party, or by which it is boundsets forth, as of the date of this Agreement Agreement, a true and complete list of the following Contracts to which the Company or any of its Subsidiaries is a party or by which any their respective properties or assets are bound (other than Company Benefit Planseach, a “Material Contract”):

Material Contracts. (a)Section 4.9 a) Section 3.20 of the Company Disclosure Schedule lists each Contract to which any Acquired Company is sets forth a partytrue, or by which it is bound, correct and complete list as of the date of this Agreement (other than of each of the following to which Company Benefit Plans):or any subsidiary of Company is a party or to which they or their assets or properties may be subject, whether written or oral:

Material Contracts. (a)Section 4.9 a) Section 3.14(a) of the Company Disclosure Schedule lists each Contract of the following types of Contracts to which the Company or any Acquired Company Subsidiary is a party, or by which it is bound, party as of the date of this Agreement (other than Company Benefit Planssuch Contracts, the “Material Contracts”):

Material Contracts. (a)Section 4.9 a) Section 4.13(a) of the Company Disclosure Schedule lists each Contract to which any Acquired Company is Schedules sets forth a party, or by which it is boundcorrect and complete list, as of the date Execution Date, of this Agreement the following Contracts to which an Acquired Company is party or by which any of the Acquired Companies’ assets or properties are bound (other than Company Benefit Planscollectively, the “Material Contracts”):

Material Contracts. (a)Section 4.9 i) Section 5.1(j) of the Company Disclosure Schedule lists sets forth a true and complete list of each Contract of the following Contracts to which the Company or any Acquired Company of its Subsidiaries is a party, party or by which it is bound, otherwise bound as of the date of this Agreement hereof (other than Company Benefit Planssuch Contracts being the “Material Contracts”):

Material Contracts. (a)Section 4.9 a) Section 4.16(a) of the Company Disclosure Schedule lists each Contract the following types of Contracts and agreements to which any Acquired the Company is a party, or excluding for this purpose, any purchase orders submitted by which it is bound, customers (such contracts and agreements as are required to be set forth in Section 4.16(a) of the date Company Disclosure Schedule, along with any Plan listed on Section 4.10(a) of this Agreement (other than the Company Benefit PlansDisclosure Schedule, being the “Material Contracts”):

Material Contracts. (a)Section 4.9 a) Section 3.17(a) of the Company Disclosure Schedule lists each Contract to which any Acquired Company is sets forth a partytrue, or by which it is boundcomplete and correct list, as of the date of this Agreement Agreement, of each of the following Contracts to which any Company is a party (other than Company Benefit Planssuch Contracts being “Material Contracts”):

Material Contracts. (a)Section 4.9 a) Section 3.17(a) of the Company Disclosure Schedule lists each Contract to which any Acquired Company is sets forth a partytrue, or by which it is bound, correct and complete list of all Material Contracts as of the date of this Agreement (other than Company Benefit Plans):Agreement. For purposes of this Agreement, “

Material Contracts. (a)Section 4.9 a) Section 3.15(a) of the Company Disclosure Schedule accurately lists each Contract the following legally binding contracts, agreements, commitments, arrangements, leases, licenses, policies and instruments, whether written or oral ("Contracts") undertaken by or for the Company or any of its Subsidiaries and to which the Company or any Acquired Company of its Subsidiaries is a party, party or by which it or any of its Subsidiaries is boundbound (collectively, as of the date of this Agreement (other than Company Benefit Plans"Material Contracts"):

Material Contracts. (a)Section 4.9 a) Section 3.15(a) of the Company Disclosure Schedule lists each Contract to which any Acquired Company is a party, or by which it is boundsets forth, as of the date of this Agreement Agreement, a true and complete list of each of the following types of Contracts to which the Company or any of its Subsidiaries is a party or by which any of their respective properties or assets is bound and that relate primarily to the Purchased Assets, the Assumed Liabilities or the Business (other than each, a “Company Benefit PlansMaterial Contract”):

Material Contracts. (a)Section 4.9 a) Section 4.12(a) of the Company Disclosure Schedule lists each Contract sets forth a complete and accurate list of binding Contracts to which any Acquired Company Entity is a party, or by which it is bound, party falling within the following categories and existing as of the date of this Agreement hereof, and in each case excluding any Contracts to which only Company Entities are party (other than Company Benefit Planscollectively, the “Material Contracts”):

Material Contracts. (a)Section 4.9 Section 3.18 of the Company Disclosure Schedule lists each Contract to which any Acquired Company is sets forth a party, or by which it is bound, true and complete list as of the date hereof of this Agreement (each of the following types of Contracts to which any Company or any Subsidiary is a party or bound, other than Company Benefit Plansany Carve-Out Document (each such Contract disclosed or required to be disclosed pursuant to this Section 3.18, a “Material Contract”):

Material Contracts. (a)Section 4.9 a) Section 3.15(a) of the Company Disclosure Schedule lists each Contract of the following types of Contracts, including all amendments, supplements and modifications, to which the Company or any Acquired Company Subsidiary is a party, or by which it is bound, party as of the date of this Agreement Date (other than Company Benefit Planssuch Contracts required to be set forth in such list, the “Material Contracts”):

Material Contracts. (a)Section 4.9 a) Section 3.15(a) of the Company Disclosure Schedule lists sets forth a true and complete list of each Contract of the following types of Contracts (other than any Plans), including all amendments, supplements and modifications, to which any Acquired a member of the Company Group is a party, or by which it is bound, party as of the date of this Agreement (other than Company Benefit Planssuch Contracts required to be set forth in such list, the “Material Contracts”):

Material Contracts. (a)Section 4.9 a) Section 4.18(a) of the Company Disclosure Schedule lists each Contract to which any Acquired Company is sets forth a party, or by which it is bound, true and complete list as of the date of this Agreement of each of the following Contracts to which the Company or any of its Subsidiaries is a party or by which it is bound (other than each such Contract listed or required to be so listed, and each of the following Contracts to which the Company Benefit Plansor any of its Subsidiaries becomes a party or by which it becomes bound after the date of this Agreement, a “Company Material Contract”):

Material Contracts. (a)Section 4.9 a) Section 4.15(a) of the Company Disclosure Schedule lists each Contract to which any Acquired Company is a party, or by which it is boundSchedules contains, as of the date of this Agreement (other than Agreement, a complete and accurate list of each Material Contract in effect as of the date hereof and to which the Company Benefit Plans):is a party or by which it is bound. As used in this Agreement, “

Material Contracts. (a)Section 4.9 a) Section 3.17(a) of the Company Disclosure Schedule lists sets forth a complete and accurate list of each Contract of the following Contracts to which any Acquired the Company is a party, party or by otherwise bound (any Contract of a nature described below (whether or not set forth on the Disclosure Schedule) to which it the Company is a party or otherwise bound, being referred to herein as of a “Material Contract” and, collectively, as the date of this Agreement (other than Company Benefit Plans“Material Contracts”):

Material Contracts. (a)Section 4.9 a) Section 3.12(a) of the Company Disclosure Schedule lists each Contract sets forth a complete and accurate list of all of the following Contracts as of Agreement Date (including any and all amendment, supplement, and modification,) to which any Acquired the Company is a party, party or by which it is boundbound (collectively, as of the date of this Agreement (other than Company Benefit Plans“Material Contracts”):

Material Contracts. (a)Section 4.9 a) Section 3.21 of the Company Disclosure Schedule Schedules lists each Contract to which of the following written Company Contracts (and any Acquired and all amendments or waivers thereto) of the Company is a party, or by which it is bound, and its Subsidiaries as of the date of this Agreement Date (other than the “Company Benefit PlansMaterial Contracts”):

Material Contracts. (a)Section 4.9 a) Section 3.13 of the Company Disclosure Schedule lists each Contract sets forth a correct and complete list of all Material Contracts to which the Company or any Acquired Company of its Subsidiaries is a party, party or by which it is any of them or any of their properties or assets may be bound, as . True and complete copies of all written Material Contracts have been delivered or made available to the date Buyer by the Company. For the purposes of this Agreement (other than Company Benefit Plans):Agreement, "

Material Contracts. (a)Section 4.9 a) Subsections (i) through (xvii) of Section 3.18(a) of the Company Disclosure Schedule lists each Contract list, as of the date of this Agreement, the following types of contracts and agreements (including any material amendments thereto) currently in effect to which the Company or any Acquired Company Subsidiary is a party, or by which it is or their assets or properties are bound, (such contracts and agreements as are required to be set forth in Section 3.18 of the date of this Agreement (other than Company Benefit PlansDisclosure Schedule being the “Material Contracts”):

Material Contracts. (a)Section 4.9 a) Section 3.11(a) of the Company Disclosure Schedule lists Schedules sets forth a correct and complete list, organized by the categories set forth below, of each Contract of the following Contracts (or a description of the material terms thereof, in the case of oral Contracts) to which any Acquired Company the Corporation is a party, party or by which it is boundor any of its properties, rights or assets are bound and which, except as of otherwise provided below, are in effect on the date of this Agreement (other than Company Benefit Plans):hereof:

Material Contracts. (a)Section 4.9 a) Section 3.16(a) of the Company Disclosure Schedule lists each Contract to which any Acquired Company is contains a partytrue, or by which it is boundcorrect and complete list, as of the date of this Agreement Agreement, of the following types of contracts and agreements (other than whether written or oral) to which the Company Benefit Plansor any Company Subsidiary is a party (such contracts and agreements, excluding any Plan , being the “Material Contracts”):

Material Contracts. (a)Section 4.9 a) Section 3.13(a) of the Company Disclosure Schedule lists sets forth a complete and accurate list of each Contract to which any Acquired Company is a party, or by which it is bound, of the following Contracts as of the date Agreement Date to which the Company or any of this Agreement its Subsidiaries is a party or otherwise bound (other than any such Contract of a nature described below (whether or not set forth in Section 3.13(a) of the Disclosure Schedule) to which the Company Benefit Plansor any of its Subsidiaries is a party or otherwise bound, being referred to herein as a “Material Contract” and, collectively, as the “Material Contracts”):

Material Contracts. (a)Section 4.9 a) Section 3.21(a) of the Company Disclosure Schedule lists each Contract of the following contracts, whether written or oral, to which the Company or any Acquired Company of its Subsidiaries is a party, party or by which it is bound, bound as of the date of this Agreement (other than each such contract listed or required to be so listed, a “Company Benefit PlansMaterial Contract”):

Material Contracts. (a)Section 4.9 a) Part 2.12(a) of the Company Disclosure Schedule lists each Contract to which any Acquired Company is a party, or by which it is bound, (other than purchase orders) in effect as of the date of this Agreement to which any Company is a party or by which any of its properties or assets are otherwise bound of the following categories (other than Company Benefit Plansthe “Material Contracts”):

Material Contracts. (a)Section 4.9 a) Section 4.19(a) of the Company Disclosure Schedule lists each Contract to which any Acquired Company is sets forth a party, or by which it is boundtrue and complete list, as of the date of this Agreement Agreement, of the following Contracts to which the Company or any of its Subsidiaries is a party (other than any Contract between the Company Benefit Plansand one or more of its Subsidiaries or between Company Subsidiaries):

Material Contracts. (a)Section 4.9 a) Section 3.19(a) of the Company Disclosure Schedule lists sets forth each Contract of the following Contracts (other than with respect to any Plans) to which any Acquired the Reorganized Company is a party, or by under which it any of its assets or properties is bound, bound and in effect as of the date of this Agreement (other than Company Benefit Plans):such Contracts being “Material Contracts”), in each case, except for the Contracts to be assigned to an Affiliate of the Seller pursuant to the Pre-Closing Restructuring:

Material Contracts. (a)Section 4.9 a) Section 2.14 of the Company Disclosure Schedule lists specifically identifies by subsection each Contract to which the Company or any Acquired Company Subsidiary is a party, party or by which it the Company or any Subsidiary is boundotherwise bound that constitutes a Material Contract, as and any amendments thereto. For purposes of this Agreement, each of the date of this Agreement (other than Company Benefit Plans):following shall be deemed to constitute a “Material Contract”:

Material Contracts. (a)Section 4.9 a) Section 3.11 of the Company Disclosure Schedule lists each Contract all of the following agreements to which the Company or any Acquired Company Subsidiary is a partyparty to or bound by and which are currently in effect (collectively, or by which it is boundthe agreements required to be disclosed pursuant to Sections 3.11(a)(i) to 3.11(a)(xvii), as of the date of this Agreement (other than Company Benefit Plans"MATERIAL Contracts"):

Material Contracts. (a)Section 4.9 a) Part 2.11(a) of the Company Disclosure Schedule lists each Contract to which any Acquired Company is a party, or by which it is bound, in effect as of the date of this Agreement to which the Company is a party or by which any of its properties or assets are otherwise bound of the following categories (other than such Contracts required to be disclosed under Part 2.11(a) of the Company Benefit PlansDisclosure Schedule, the “Material Contracts”):

Material Contracts. (a)Section 4.9 a) Schedule 3.9(a) of the Company Entities Disclosure Schedule lists each Contract sets forth a list of the following subsisting Contracts as of the date hereof to which any Acquired Company Entity is a party, party to or by which it is boundbound (collectively, as of the date of this Agreement (other than Company Benefit Plans“Material Contracts”):

Material Contracts. (a)Section 4.9 a) Section 3.15(a) of the Company Disclosure Schedule lists sets forth a complete and accurate list of each Contract of the following Contracts to which any Acquired the Company is a party, party or by otherwise legally bound (any Contract of a nature described below (whether or not set forth on the Disclosure Schedule) to which it the Company is a party or otherwise bound, being referred to herein as of a “Material Contract” and, collectively, as the date of this Agreement (other than Company Benefit Plans“Material Contracts”):

Material Contracts. (a)Section 4.9 a) Section 3.12(a) of the Company Disclosure Schedule lists each Contract sets forth a true and complete list of all the Material Contracts to which the Company or any Acquired Company of its Subsidiaries is a party, party or by which it is any of their respective properties or assets are bound. As used herein, as "Material Contracts" means all of the date of this Agreement (other than Company Benefit Plans):following:

Material Contracts. (a)Section 4.9 a) Schedule 3.15 to the Disclosure Letter sets forth a list of all Contracts of each of the Company Disclosure Schedule lists each Contract following types to which any Acquired the Company is a party, or by party and under which it is bound, the Company has any express obligations to any Person continuing as of the date of this Agreement (other than Company Benefit Plans):Agreement:

Material Contracts. (a)Section 4.9 a) Schedule 3.13(a) of the Company Disclosure Schedule lists each Contract sets forth a true, correct and complete list of all of the following Contracts to which any Acquired Company is the Companies or their Subsidiaries are a party, party or by which it is bound, the Companies or their Subsidiaries are bound as of the date hereof and under which any party has any continuing rights, obligations or liabilities as of this Agreement the date hereof (other than Company Benefit Planseach, a “Material Contract”):

Material Contracts. (a)Section 4.9 a) Section 3.11(a) of the Company Disclosure Schedule lists Schedules sets forth a correct and complete list of each Contract of the following Contracts (or a description thereof, in the case of oral Contracts) to which the Corporation or any Acquired Company of its Subsidiaries is a party, party or by which it is boundany of them or their properties, as of rights or assets are bound and which are in effect on the date of this Agreement (other than Company Benefit Plans):Effective Date:

Material Contracts. (a)Section 4.9 a) Section 3.11 of the Disclosure Schedule sets forth a true, correct and complete list of each of the following Contracts to which a member of the Company Disclosure Schedule lists each Contract to which any Acquired Company Group is a party, or by which it is bound, party as of the date Signing Date (such Contracts listed in Section 3.11 of this Agreement (other than Company Benefit Plansthe Disclosure Schedule, collectively “Material Contracts”):

Material Contracts. (a)Section 4.9 a) Section 3.5(a) of the Company Disclosure Schedule lists each Contract of the following Contracts to which any Acquired the Company is a party, party or by which it or the Assets is boundbound (collectively, as the "Material Contracts"), with all such Material Contracts disclosed on Section 3.5(a) of the date Company Disclosure Schedule identified by reference to the specific clause of this Agreement (other than Company Benefit Plans):Section 3.5 to which such Material Contract relates:

Material Contracts. (a)Section 4.9 a) Section 4.10(a) of the Company Disclosure Schedule lists each Contract to which any Acquired Company is sets forth a party, or by which it is bound, complete and correct list of all Contracts in force as of the date of this Agreement of the following types to which the Company is a party or to which the Company or any of its assets or properties is bound, except for those that constitute an Excluded Asset (other than Company Benefit Planseach, a “Material Contract”):

Material Contracts. (a)Section 4.9 a) Section 3.12(a) of the Company Seller Disclosure Schedule lists each Contract the following notes, leases, licenses, contracts and agreements ("Company Contracts") to which any Acquired Company is a party, or by which it is boundthe Company, as of the date of this Agreement (other than Company Benefit Plans):Agreement, is a party or is bound:

Material Contracts. (a)Section 4.9 a) Except for the Real Property Leases and Rights of Way, Schedule 3.17(a) of the Company Disclosure Schedule lists each Contract all Contracts, including all amendments thereto, to which any Acquired Company is a party, or by which it is any of the properties and assets of any Company are bound, as and that fall into one or more of the date of this Agreement following categories (other than Company Benefit Plansthe “Material Contracts”):

Material Contracts. (a)Section 4.9 a) Section 3.19 of the Company Disclosure Schedule lists each Contract sets forth a complete and accurate list of all Material Contracts to which any Acquired Company is a party, or by which it the Company or any of its Subsidiaries is bound, a party as of the date of this Agreement (other than Company Benefit Plans):and that are not filed as exhibits to the SEC Reports filed after March 15, 2013, and prior to the date of this Agreement. For purposes of this Agreement, “

Material Contracts. (a)Section 4.9 a) Section 3.6(a) of the Company Disclosure Schedule lists each Contract sets forth a true and complete list as of the date hereof of all of the following undischarged Contracts (excluding purchase orders, invoices and similar agreements entered into by any member of the Company Group in the ordinary course of business) to which any Acquired a member of the Company Group is a party, party or by which it is bound, otherwise legally bound as of the date of this Agreement (other than Company Benefit Planscollectively, the “Material Contracts”):

Material Contracts. (a)Section 4.9 a) Section 2.14(a) of the Company Disclosure Schedule lists each Contract sets forth a correct and complete list of all contracts, agreements, commitments, instruments or obligations (whether written or oral, contingent or otherwise) to which the Company or any Acquired Company Subsidiary is a party, party or by which it is their properties or assets are bound, as and under which any party has continuing obligations, with respect to any of the date of this Agreement following (other than Company Benefit Planseach, a “Material Contract”):

Material Contracts. (a)Section 4.9 a) Part 2.11(a) of the Company Disclosure Schedule lists each Contract to which any Acquired Company is a party, or by which it is bound, in effect as of the date of this Agreement to which any Group Company is a party or by which any of its properties or assets are otherwise bound of the following categories (other than such Contracts required to be disclosed under Part 2.11(a) of the Company Benefit PlansDisclosure Schedule, the “Material Contracts”):

Material Contracts. (a)Section 4.9 a) Section 4.16(a) of the Company Disclosure Schedule lists each Contract to which any Acquired Company is sets forth a party, or by which it is boundtrue and complete list, as of the date of this Agreement Agreement, of all of the following types of contracts and agreements to which the Company is a party (other than such contracts and agreements as are required to be set forth on Section 4.16(a) of the Company Benefit PlansDisclosure Schedule being the “Material Contracts”):

Material Contracts. (a)Section 4.9 a) Section 3.17(a) of the Company Disclosure Schedule lists each Contract to which any Acquired Company is sets forth a partytrue, or by which it is boundcomplete and correct list, as of the date of this Agreement Agreement, of each of the following Contracts to which any Company is a party (other than Company Benefit Plans):such Contracts being “Material Contracts”): 34

Material Contracts. (a)Section 4.9 a) Section 3.12(a) of the Company Disclosure Schedule lists each Contract to which any Acquired Company is sets forth a party, or by which it is bound, list of all of the following Contracts as of the date of this Agreement to which the Company is a party or by which it is bound (other than Company Benefit Planscollectively, the “Material Contracts”):

Material Contracts. (a)Section 4.9 Section 3.13(a) of the Company Disclosure Schedule lists each Contract to which any Acquired Company is a party, or by which it is boundtrue and complete list, as of the date hereof, of this Agreement all of the following Contracts (other than Government Contracts) to which the Company Benefit Plans):is a party or by which it or its assets or properties are bound (the “Material Contracts”): ​

Material Contracts. (a)Section 4.9 a) Section 3.6(a) of the Company Disclosure Schedule lists each Contract to which any Acquired Company is sets forth a party, or by which it is bound, true and complete list as of the date hereof of this Agreement all Contracts to which any member of the Company Group is a party or is otherwise bound (other than Company Benefit Plans):collectively, the “Material Contracts”), consisting of:

Material Contracts. (a)Section 4.9 a) Section 3.16(a) of the Company Disclosure Schedule lists sets forth a complete and accurate list of each Contract of the following Contracts to which any Acquired the Company is a party, party or by otherwise bound (any Contract of a nature described below (whether or not set forth on the Disclosure Schedule) to which it the Company is a party or otherwise bound, being referred to herein as of a “Material Contract” and, collectively, as the date of this Agreement (other than Company Benefit Plans“Material Contracts”):

Material Contracts. (a)Section 4.9 a) Section 3.7(a) of the Company Sellers’ Disclosure Schedule lists each Contract to which any Acquired Company is a party, or by which it is boundcontains, as of the date of this Agreement Agreement, a list of each of the following types of Contracts (other than Company (A) any Benefit PlansPlan, and (B) any Contract that is included in the Excluded Assets and Liabilities) to which Bank or any Transferred Subsidiary is a party (each, a “Material Contract”):

Material Contracts. (a)Section 4.9 of the a) The Company Disclosure Schedule lists each Contract sets forth an accurate, correct and complete list of all Contracts to which the Company is a party (or by which its assets are bound) (each, a “Company Contract”) to which any Acquired Company is a party, or by which it is bound, as of the date of this Agreement descriptions set forth below apply (other than Company Benefit Plansthe “Material Contracts”):

Material Contracts. (a)Section 4.9 a) Section 3.7(a) of the Company Disclosure Schedule lists each Contract sets forth (in subsections corresponding to the subsections hereof) a true and complete list of all of the following Contracts to which any Acquired the Company or its Subsidiary is a party, party or by which it is boundor its properties, rights or assets are bound as of the date of this Agreement (other than Company Benefit Planscollectively, the “Material Contracts”):

Material Contracts. (a)Section 4.9 a) As of the date of this Agreement, each of the following Contracts to which the Company or any of its Subsidiaries is a party or is bound by is set forth on Section 3.09 of the Company Disclosure Schedule lists (each, together with each Contract to which any Acquired Company is Bargaining Agreement, a party, or by which it is bound, as of the date of this Agreement (other than Company Benefit Plans“Material Contract”):

Material Contracts. (a)Section 4.9 Section 2.13 of the Company Disclosure Schedule lists each Contract to which any Acquired Company is sets forth a party, or by which it is boundcomplete list, as of the date hereof, of this Agreement the following agreements, contracts, arrangements or understandings, whether written or oral (other than collectively, "Contracts") to which the Company Benefit Plans):or any of its Subsidiaries is a party or by which any of their properties or assets may be bound:

Material Contracts. (a)Section 4.9 a) Section 3.12 of the Company Disclosure Schedule lists each sets forth a true, correct and complete list of all of the following Contracts as of the date hereof (other than any such Contract solely between or among the Company and its Subsidiaries) to which the Company or any Acquired Subsidiary of the Company is a party, party or by which it or any of its assets or properties is boundbound (collectively, as of the date of this Agreement (other than Company Benefit Plans“Material Contracts”):

Material Contracts. (a)Section 4.9 a) Section 4.16(a) of the Company Disclosure Schedule lists each Contract to which any Acquired Company is sets forth a party, or by which it is boundtrue and complete list, as of the date of this Agreement Agreement, of all of the following types of contracts and agreements to which the Company or any Company Subsidiary is a party (other than such contracts and agreements as are required to be set forth on Section 4.16(a) of the Company Benefit PlansDisclosure Schedule being the “Material Contracts”):

Material Contracts. (a)Section 4.9 a) Section 4.12(a) of the Company Disclosure Schedule lists each Contract to which any Acquired Company is sets forth a party, or by which it is bound, list of all of the following Contracts as of the date of this Agreement (other than unless otherwise specified below) to which any Company Benefit Plansis a party or by which it is bound (the Contracts identified or required to be identified in Section 4.12(a) of the Company Disclosure Schedule, are collectively referred to as the “Material Contracts”):

Material Contracts. (a)Section 4.9 a) Section 4.11 of the Company Disclosure Schedule lists each Contract lists, by category, all of the following Contracts in effect as of the Signing Date, including all amendments and supplements thereto, to which any Acquired Company is a party, party or by to which it Seller is bound, as of a party solely with respect to the date of this Agreement (other than Company Benefit Plans):Business:

Material Contracts. (a)Section 4.9 a) Section 2.10 of the Company Disclosure Schedule lists each Contract to which any Acquired Company is sets forth a party, or by which it is boundlist, as of the date hereof, of this Agreement each of the following Contracts which the Companies or any of their respective Subsidiaries is currently a party to or bound by (in each case, other than Company Benefit Plansany Plan) (each, a “Material Contract”):

Material Contracts. (a)Section 4.9 a) Section 3.06(a) of the Company Disclosure Schedule lists each Contract to which any Acquired Company is a party, or by which it is boundSchedules lists, as of the date of this Agreement Agreement, all Contracts (other than Company Benefit Plans) to which the Company is a party or by which any of its assets or properties is bound that constitute or involve the following (each of the following, a “Material Contract”):

Material Contracts. (a)Section 4.9 a) Section 3.15(a) of the Company Disclosure Schedule lists contains a true, accurate and complete list of each Contract of the following types of Contracts that is not a Benefit Plan to which any Acquired the Company is a party, party or by which it is boundits assets or properties are bound (each, as of the date of this Agreement (other than Company Benefit Plansa “Material Contract”):

Material Contracts. (a)Section 4.9 a) Section 3.10(a) of the Company Disclosure Schedule lists each Contract sets forth as of the Original Agreement Date all of the following contracts to which the Company or any Acquired Company Subsidiaries is a party, party or by which it is bound, as bound (such contracts disclosed or required to be disclosed on Section 3.10(a) of the date of this Agreement (other than Company Benefit PlansDisclosure Schedule, each a “Material Contract”):

Material Contracts. (a)Section 4.9 Section 2.7 of the Company Disclosure Schedule lists each Contract sets forth a true, correct and complete list and description of all material contracts with current effect to which any Acquired the Company is a party, party or by which it the Company is boundbound (the “Material Contracts”), as of the date of this Agreement (other than Company Benefit Plans):including without limitation:

Material Contracts. (a)Section 4.9 a) Section 3.14 of the Company Disclosure Schedule lists each Contract sets forth a complete and correct list of all of the following Contracts (x) to which the Company or any Acquired Company of its Subsidiaries is a party, party as of the date of this Agreement or (y) by which it is boundthe Company, any of its Subsidiaries or the Company Assets are bound as of the date of this Agreement (in each case, other than any Company Benefit PlansPlan) (collectively, the “Material Contracts”):

Material Contracts. (a)Section 4.9 a) Section 3.7(a) of the Company Disclosure Schedule lists each Contract Schedules contains a correct and complete list of all of the following contracts, commitments and other agreements (whether written or oral) to which Company or its Subsidiaries or any Acquired of their respective assets or properties is bound (collectively, the “Company is a party, or by which it is bound, as of the date of this Agreement (other than Company Benefit PlansMaterial Contracts”):

Material Contracts. (a)Section 4.9 a) Section 3.7 of the Company Disclosure Schedule lists each Contract Schedules sets forth a list of the following Contracts to which any Acquired a Group Company is a party, or by which it is boundis, as of the date of this Agreement Agreement, a party or by which it or its assets or properties are bound (other than Company Benefit Planscollectively, the “Material Contracts”):

Material Contracts. (a)Section 4.9 a) Section 3.19(a) of the Company Disclosure Schedule lists contains a complete list, as of the date of this Agreement, of each Contract of the following Contracts (i) to which any Acquired Company is a party or (ii) to which the Seller or any of its Affiliates (to the extent Related to the Business) is a party, or by which it is bound, in each case in effect as of the date of this Agreement (other than Company Benefit Plansexcept any Employee Plan) (such Contracts, whether or not set forth in Section 3.19(a) of the Disclosure Schedule, being “Material Contracts”):

Material Contracts. (a)Section 4.9 a) Section 3.11(a) of the Company Disclosure Schedule lists sets forth each Contract of the following types of Contracts to which the Company or any Acquired Company of its Subsidiaries is a party, or by which it is bound, party as of the date of this Agreement hereof (other than Company Benefit Plans, and the certificates of organization and operating agreements of the Company and its Subsidiaries):

Material Contracts. (a)Section 4.9 a) Section 3.12(a) of the Company Disclosure Schedule lists contains a list of each Contract of the following Contracts to which the Company or any Acquired Company of its Subsidiaries is a party, or by which it is bound, party as of the date of this Agreement (other than Company Benefit Plans):hereof:

Material Contracts. (a)Section 4.9 3.16(a) of the Company Disclosure Schedule lists each Contract sets forth a true and complete list of the following types of Contracts to which the Company or any Acquired Company of its Subsidiaries is a party, or by which it is bound, party (such Contracts as are required to be set forth in Section 3.16(a) of the date of this Agreement (other than Company Benefit PlansDisclosure Schedule being the “Material Contracts”):

Material Contracts. (a)Section 4.9 a) Schedule 3.17(a) of the Company Disclosure Schedule lists sets forth a list of each Contract of the following Contracts to which any Acquired the Company is a party, party or by to which it the Company or any of its assets or properties is bound, including the applicable subsection(s) to which such Contract is responsive (such Contracts as are required to be set forth in Schedule 3.17(a) of the date of this Agreement (other than Company Benefit PlansDisclosure Schedules being “Material Contracts”):

Material Contracts. (a)Section 4.9 a) Schedule 3.11(a) of the Company Disclosure Schedule lists each Contract to which any Acquired Company is contains a partytrue, or by which it is boundaccurate and complete list, as of the date of this Agreement Agreement, of each of the following Contracts to which the Company or any Company Subsidiary is a party or otherwise bound (other than such Contracts required to be set forth on Schedule 3.11(a) of the Company Benefit PlansDisclosure Schedule, collectively, the “Material Contracts”):

Material Contracts. (a)Section 4.9 a) Section 3.6(a) of the Disclosure Schedule sets forth a true and complete list as of the Original Agreement Date of all Contracts to which any member of the Company Disclosure Schedule lists each Contract to which any Acquired Company Group is a partyparty or is otherwise bound (collectively, or by which it is boundthe “Material Contracts”), as of the date of this Agreement (other than Company Benefit Plans):consisting of:

Material Contracts. (a)Section 4.9 a) Section 3.13(a) of the Company Disclosure Schedule lists sets forth a complete and accurate list of any Contract other than any Company Benefit Program (each Contract to which such Contract, a “Material Contract” and, collectively, the “Material Contracts”) that any Acquired member of the Company Group is a party, party to or bound by which it is bound, as of the date of this Agreement (other than Company Benefit Plans):that: