Specified Contracts. Except in each case as would not reasonably be expected to result in a Material Adverse Change, as to # each Investment Agreement and # each Material Agreement to which any Grantor is a party (the foregoing, collectively, “Specified Contracts”), # such Grantor is not in default under such Specified Contract, and to the knowledge of such Grantor, none of the other parties to such Specified Contract is in default thereunder (except as shall have been disclosed in writing to the Administrative Agent), # such Specified Contract is, or at the time of execution will be, the legal, valid and binding obligation of the Grantor party thereto, enforceable against such Grantor in accordance with the respective terms thereof, subject to applicable Debtor Relief Laws and general equitable principles, and no defense, offset, deduction or counterclaim will exist thereunder in favor of any such party and # the performance by such Grantor of its obligations under such Specified Contract in accordance with its terms will not contravene any requirement of applicable Law, the Loan Documents or any contractual restriction binding on or affecting such Grantor or any of its properties, and will not result in or require the creation of any Lien upon or with respect to any of its properties (except for Permitted Liens). Each Grantor, promptly upon the request of the Administrative Agent, will furnish the Administrative Agent with a correct and complete copy of each Specified Contract to which it is a party as then in effect.

Emmis Contracts. Certain Contracts used in the operation of the Stations and included in group contracts of Emmis or its affiliates or otherwise were entered into by Emmis or an affiliate on behalf of or for the benefit of the LP (collectively, the “Emmis Contracts”). The material Emmis Contracts are set forth on [Schedule 4.5] attached hereto. Effective as of Closing, the Parties shall cause the LP, the LLC or Sinclair to replace or assume each Emmis Contract, as appropriate. The Parties shall use commercially reasonable efforts to obtain any third party consents necessary for the assignment of Emmis Contracts and to release Emmis from obligations thereunder first arising at or after the Closing, but no such consent or release is a condition to Closing. To the extent any Emmis Contract may not be assigned without such consent, and such consent is not obtained, this Agreement and any assignment executed pursuant to this Agreement shall not constitute an assignment thereof until such consent is obtained, but from and after Closing and until such consent is obtained the Parties shall cooperate to provide for the LP to perform the obligations and receive the benefits thereunder.

Perform and observe all the terms and provisions of each Material Contract to be performed or observed by it, maintain each such Material Contract in full force and effect, enforce each such Material Contract in accordance with its terms, take all such action to such end as may be from time to time requested by the Administrative Agent and, upon request of the Administrative Agent, make to each other party to each such Material Contract such demands and requests for information and reports or for action as any Loan Party or any of its Subsidiaries is entitled to make under such Material Contract, and cause each of its Subsidiaries to do so, except, in any case, where the failure to do so, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Material Contracts. Terminated or modified any of its Material Contract except for termination upon expiration in accordance with the terms of such agreements, a description of which is included in the [[Organization B:Organization]]’s Disclosure Schedule;

[[Organization B:Organization]] has delivered to Cosmos, prior to the date of this Agreement, true, correct and complete copies of each of its Material Contracts.

Assigned Contracts. Except as specified on [Schedule 2.03(a)], the Assigned Contracts are freely assignable by Seller to Purchaser, have not been modified, pledged, assigned, or amended. Each Assigned Contract is valid and binding on Seller and the applicable third party in accordance with its terms and is in full force and effect. Neither Seller nor any other party thereto is in breach of or default under (or is alleged to be in breach of or default under) or has provided or received any notice of any intention to terminate, any Assigned Contract. No event or circumstance has occurred that, with or without notice or lapse of time or both, would constitute an event of default under any Assigned Contract or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of benefit thereunder. Complete and correct copies of each Assigned Contract have been provided to Purchaser. There are no disputes pending or threatened under any Assigned Contract and all work performed thereunder by Seller has been performed in accordance with all applicable laws.

Material Contracts. [Schedule 8.15] to the Information Certificate sets forth all Material Contracts to which any Borrower or Guarantor is a party or is bound as of the date of Amendment No. 4. Borrowers and Guarantors have delivered true, correct and complete copies of such Material Contracts to Administrative Agent on or before the date of Amendment No. 4. Borrowers and Guarantors are not in breach or in default in any material respect of or under any Material Contract and have not received any notice of the intention of any other party to terminate any Material Contract.

Employment Contracts. Seller warrants that at Closing the Company will have no outstanding employment obligation of any kind.

Service Contracts. A list, together with copies, of the Service Contracts;

Service Contracts. On or prior to 5:00 p.m. Chicago time on the last day of the Inspection Period, ​ will advise ​ in writing of which Service Contracts it will assume and which Service Contracts ​ requests that ​ deliver written termination notices at or prior to Closing, provided ​ shall have no obligation to terminate, and ​ shall be obligated to assume, any Service Contracts which by their terms cannot be terminated without penalty or payment of a fee unless ​ agrees in writing to reimburse ​ for such fee or termination penalty in conjunction with the Closing. ​ shall deliver at Closing notices of termination of all Service Contracts that are not so assumed. ​ must assume the obligations arising from and after the Closing Date under those Service Contracts # that ​ has agreed to assume, or that ​ is obligated to assume pursuant to this Section 4.7, and # for which a termination notice is delivered as of or prior to Closing but for which termination is not effective until after Closing.