Common use of Absence of Certain Changes; Conduct of Business Clause in Contracts

Absence of Certain Changes; Conduct of Business. Except as set forth on Schedule 2.14, during the period from the Most Recent Fiscal Year End to and including the date of this Agreement: (a) The Corporation has not canceled any indebtedness owing to it or any claims that it might have possessed, waived any material rights of substantial value or sold, leased, encumbered, transferred, or otherwise disposed of, or agreed to sell, lease, encumber, or otherwise dispose of its assets or permitted any of its assets to be subjected to any mortgage, pledge, lien, security interest, encumbrance, restriction or charge of any kind; (b) The Corporation has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, except in the Ordinary Course of Business; (c) The Corporation has not made any changes in the types, nature, composition or quality of the services of the Business and there has not been any material adverse change in the sales, revenue or net income of the Business; (d) The Corporation has not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases and licenses) that remains in effect on the date hereof involving more than $10,000 or outside the Ordinary Course of Business; (e) No party (including the Corporation) has accelerated, terminated, modified, or canceled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) to which the Corporation is a party or by which it is bound involving more than $10,000 or outside the Ordinary Course of Business; (f) The Corporation has not permitted any Claims to be imposed upon any of its assets, tangible or intangible, outside the Ordinary Course of Business; (g) The Corporation has not made any capital expenditure (or series of related capital expenditures) either involving more than $10,000 or outside the Ordinary Course of Business; (h) The Corporation has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person; 7 13 (i) The Corporation has not issued, or agreed to issue, any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $10,000 or outside the Ordinary Course of Business;

Absence of Certain Changes; Conduct of Business. Except as set forth on Schedule 2.14in this Agreement or the Exhibits hereto, during the period from the Most Recent Fiscal Year End to and including since the date of this Agreementthe Financial Statements: (a) The Corporation has not canceled any indebtedness owing to it or any claims that it might have possessed, waived any material rights of substantial value or sold, leased, encumbered, transferred, or otherwise disposed of, or agreed to sell, lease, encumber, or otherwise dispose of its assets or permitted any of its assets to be subjected to any mortgage, pledge, lien, security interest, encumbrance, restriction or charge of any kind; (b) The Corporation has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, except in the Ordinary Course of Business; (c) The Corporation has not made any changes in the types, nature, composition or quality of the services of the Business and there has not been any material adverse change in the salesbusiness, revenue financial condition, results of operations or net income prospects (financial or otherwise) of Seller; (b) no event has occurred (or to the Knowledge of Seller is likely to occur) which so far as reasonably can be foreseen at this time, may result in any such change; (c) there has not been any loss, damage or destruction to the properties of the BusinessSeller (whether or not covered by insurance) materially adversely affecting Seller's business or properties; (d) The Corporation there has not entered into been any agreement, contract, lease, labor dispute or license (disturbance which has or series of related agreements, contracts, leases and licenses) that remains in effect on may materially adversely affect the date hereof involving more than $10,000 or outside the Ordinary Course of BusinessSeller's business; (e) No party (including the Corporation) Seller has accelerated, terminated, modified, or canceled any agreement, contract, lease, or license (or series of related agreements, contracts, leasesconducted its business only in, and licenses) to which has not taken any action other than in, the Corporation is a party or by which it is bound involving more than $10,000 or outside the Ordinary Course usual and ordinary course of Business;its business; and (f) The Corporation the Seller has not permitted not: (i) entered into any Claims commitment or transaction (including, without limitation, any capital expenditure) other than in the ordinary course of business; (ii) granted any security interest in, mortgage, pledge or other lien or encumbrance affecting or relating to be imposed upon any of its properties or assets, tangible or intangible, outside the Ordinary Course of Business; (giii) The Corporation has not made sold or otherwise disposed of any capital expenditure (assets or series properties other than in the ordinary course of related capital expenditures) either involving more than $10,000 business or outside the Ordinary Course of Businessentered into any joint venture, partnership or other agreement with respect thereto; (hiv) The Corporation has not entered into any fixed term employment contract or deferred compensation arrangement with or granted any material increase in the compensation payable or to become payable to, any of its key employees, made any capital investment in, material increase in any loan to, or any acquisition of the securities or assets of, any other Person; 7 13 (i) The Corporation has not issued, or agreed to issue, any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $10,000 or outside the Ordinary Course of Business;bonus,

Absence of Certain Changes; Conduct of Business. Except as ----------------------------------------------- set forth on Schedule 2.14in Section 3.8 of the Disclosure Schedule, during since the period from the Most Recent Fiscal Year End to and including the date of this AgreementBalance Sheet ----------- Date: (a) The Corporation the business of the Station has been conducted only in the ordinary course, consistent with past practice, and there has not canceled occurred or arisen any indebtedness owing event, individually or in the aggregate, having, or that, insofar as reasonably can be foreseen, in the future is likely to it have, a Material Adverse Effect; (b) Harriscope has not suffered any extraordinary losses or any claims that it might have possessedmaterial damage, destruction or other casualty losses with respect to the Purchased Assets or waived any material rights of substantial value value; (c) except in the ordinary course of business and other than with respect to BizNews, there have not occurred any acquisitions or solddispositions of any property or asset (real, leasedpersonal or mixed, encumberedtangible or intangible) relating to the business or operations of the Station, (d) other than with respect to BizNews, transferredthere have not occurred any commitments to acquire or dispose of any property or assets (real, personal or mixed, tangible or intangible), or otherwise disposed ofentry or commitment to enter into any contract, agreement or agreed commitment relating to sellthe business or operations of the Station, leasein any such case that involves more than $100,000; (e) Harriscope has not made any material change in accounting methods, encumber, accounting principles or otherwise dispose accounting practices relating to the business and operations of its assets the Station; and (f) Harriscope has not permitted or permitted allowed any of its property or assets (real, personal or mixed, tangible or intangible) to be subjected to any mortgage, pledge, lien, security interest, encumbrance, restriction or charge of any kind; (b) The Corporation has not sold, leased, transferred, or assigned any of its assets, tangible or intangiblematerial Lien, except for Liens for Taxes not yet due and for which there are adequate accruals in the Ordinary Course of Business; (c) The Corporation has not made any changes Harriscope's Financial Statements in the types, nature, composition or quality of the services of the Business and there has not been any material adverse change in the sales, revenue or net income of the Business; (d) The Corporation has not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases and licenses) that remains in effect on the date hereof involving more than $10,000 or outside the Ordinary Course of Business; (e) No party (including the Corporation) has accelerated, terminated, modified, or canceled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) to which the Corporation is a party or by which it is bound involving more than $10,000 or outside the Ordinary Course of Business; (f) The Corporation has not permitted any Claims to be imposed upon any of its assets, tangible or intangible, outside the Ordinary Course of Business; (g) The Corporation has not made any capital expenditure (or series of related capital expenditures) either involving more than $10,000 or outside the Ordinary Course of Business; (h) The Corporation has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person; 7 13 (i) The Corporation has not issued, or agreed to issue, any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $10,000 or outside the Ordinary Course of Business;accordance with GAAP.

Absence of Certain Changes; Conduct of Business. Except as set forth on Schedule 2.14, during During the period from the Most Recent Fiscal Year End Balance Sheet Date to and including the date of this AgreementAgreement except as set forth on Schedule 2.13 or relating to the Excluded Assets: (a) The Corporation Seller has not canceled cancelled any indebtedness owing to it or any claims that it might have possessed, waived any material rights of substantial value or sold, leased, encumbered, transferred, or otherwise disposed of, or agreed to sell, lease, encumber, or otherwise dispose of its assets or permitted any of its assets to be subjected to any mortgage, pledge, lien, security interest, encumbrance, restriction or charge of any kind;. (b) The Corporation Seller has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, of the Business except in the Ordinary Course ordinary course of Businessbusiness; (c) The Corporation has not made any changes in the types, nature, composition or quality of the services of the Business and there has not been any material adverse change in the sales, revenue or net income of the Business; (d) The Corporation Seller has not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases and licenses) that remains in effect on with respect to the date hereof Business involving more than $10,000 5,000 or outside the Ordinary Course ordinary course of Businessbusiness; (ed) No party (including the CorporationSeller) has accelerated, terminated, modified, or canceled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) to which the Corporation Seller is a party or by which it is bound involving more than $10,000 5,000 or outside the Ordinary Course ordinary course of Businessbusiness; (fe) The Corporation Seller has not permitted allowed any Claims to be imposed upon any of its assets, tangible or intangible, intangible outside the Ordinary Course ordinary course of Businessbusiness; (gf) The Corporation Seller has not made any capital expenditure (or series of related capital expenditures) either involving more than $10,000 5,000 or outside the Ordinary Course ordinary course of Businessbusiness; (hg) The Corporation Seller has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other PersonPerson (or series of related capital investments, loans, and acquisitions) either involving more than $5,000 or outside the ordinary course of business; 7 13 (ih) The Corporation Seller has not issued, or agreed to issue, any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $10,000 1,000 or outside the Ordinary Course ordinary course of Businessbusiness; (i) Seller has not delayed or postponed the payment of accounts payable and other liabilities outside the ordinary course of business;

Absence of Certain Changes; Conduct of Business. Except as set forth on Schedule 2.14in this Agreement or the Exhibits hereto, during the period from the Most Recent Fiscal Year End date of the August 1996 Financial Statements to and including the date of this Agreementhereof: (a) The Corporation has not canceled any indebtedness owing to it or any claims that it might have possessed, waived any material rights of substantial value or sold, leased, encumbered, transferred, or otherwise disposed of, or agreed to sell, lease, encumber, or otherwise dispose of its assets or permitted any of its assets to be subjected to any mortgage, pledge, lien, security interest, encumbrance, restriction or charge of any kind; (b) The Corporation has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, except in the Ordinary Course of Business; (c) The Corporation has not made any changes in the types, nature, composition or quality of the services of the Business and there has not been any material adverse change in the salesbusiness, revenue financial condition, results of operations or net income prospects (financial or otherwise) of Seller; (b) no event has occurred (or to the Knowledge of Seller is likely to occur) which so far as reasonably can be foreseen at this time, may result in any such change; (c) there has not been any loss, damage or destruction to the properties of the BusinessSeller (whether or not covered by insurance) materially adversely affecting Seller's business or properties; (d) The Corporation there has not entered into been any agreement, contract, lease, labor dispute or license (disturbance which has or series of related agreements, contracts, leases and licenses) that remains in effect on may materially adversely affect the date hereof involving more than $10,000 or outside the Ordinary Course of BusinessSeller's business; (e) No party (including except for the Corporation) Chapter 11 Filings, the Seller has accelerated, terminated, modified, or canceled any agreement, contract, lease, or license (or series of related agreements, contracts, leasesconducted its business only in, and licenses) to which has not taken any action other than in, the Corporation is a party or by which it is bound involving more than $10,000 or outside the Ordinary Course usual and ordinary course of Business;its business; and 18 (f) The Corporation the Seller has not permitted not: (i) except for the TK Settlement, entered into any Claims commitment or transaction (including, without limitation, any capital expenditure) other than in the ordinary course of business; (ii) except for the TK Settlement, granted any security interest in, mortgage, pledge or other lien or encumbrance affecting or relating to be imposed upon any of its properties or assets; (iii) sold or otherwise disposed of any assets or properties other than in the ordinary course of business or entered into any joint venture, tangible partnership or intangibleother agreement with respect thereto; (iv) except as set forth on Schedules 3.18(a), outside 3.18(b) and 3.18(c) hereto, entered into any fixed term employment contract or deferred compensation arrangement with or granted any material increase in the Ordinary Course compensation payable or to become payable to, any of Business;its key employees, made any material increase in any bonus, insurance, pension or other employee benefit plan, payment or arrangement made to, for, or with any of its employees or instituted any retirement plan or policy for the issuance of severance pay; or (v) except for the TK Settlement, incurred or guaranteed any material liability (whether absolute or contingent and whether or not currently due and payable), or entered into or assumed any material contract, agreement, arrangement, lease (as lessor or lessee), license or other commitment, whether written or oral, other than in the ordinary course of business. (g) The Corporation has not made any capital expenditure (or series As of related capital expenditures) either involving more than $10,000 or outside the Ordinary Course date hereof, Seller knows of Business; (h) The Corporation has not made any capital investment inno facts, any loan tocircumstances, or any acquisition proposed or contemplated events which would materially adversely affect the operations, results, or prospects of the securities Business after the Closing Date. If Seller learns of any such facts, circumstances or assets ofproposed or contemplated events prior to the Closing Date, any other Person; 7 13 (i) The Corporation has not issued, or agreed Seller shall promptly disclose them to issue, any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $10,000 or outside the Ordinary Course of Business;Buyer.

Absence of Certain Changes; Conduct of Business. Except as contemplated by the parties in connection with the creation of ADS Network and the transfer of the Business from Seller to the Subsidiaries pursuant to the provisions of this Agreement, or as set forth on in Schedule 2.142.34, during the period from the Most Recent Fiscal Year End to and including the date of this Agreementsince December 31, 1998: (a) The Corporation Seller and each Subsidiary have conducted the Business only in the ordinary course, consistent with past practice, and there has not canceled occurred or arisen any indebtedness owing to it event, individually or any claims that it might have possessedin the aggregate, waived any material rights of substantial value or sold, leased, encumbered, transferredhaving, or otherwise disposed ofwhich, insofar as reasonably can be foreseen, in the future is likely to have, a Material Adverse Effect on the business, operations, properties, prospects, assets, or agreed to sell, lease, encumber, condition of either Subsidiary or otherwise dispose of its assets or permitted any of its assets to be subjected to any mortgage, pledge, lien, security interest, encumbrance, restriction or charge of any kindthe Business; (b) The Corporation there has not soldbeen no change in either Subsidiary's authorized or issued shares; no grant of any option or right to purchase shares of either Subsidiary; no issuance of any security convertible into such shares; no grant of any registration rights; no purchase, leasedredemption, transferredretirement, or assigned other acquisition by either Subsidiary of any shares; and no declaration or payment of its assets, tangible any dividend or intangible, except other distribution or payment in the Ordinary Course respect of Businessshares; (c) The Corporation there has not made been no amendment to any changes in the types, nature, composition or quality of the services original certificates of the Business and there has not been any material adverse change in the sales, revenue incorporation or net income bylaws or similar documents of the Businesseither Subsidiary; (d) The Corporation except in the ordinary course of business, there has not entered been no payment or increase by Seller or either Subsidiary relating to the Business of any bonuses, salaries, or other compensation to any shareholder, director, officer, or employee or entry into any agreementemployment, contract, leaseseverance, or license (similar contract with any director, officer, or series of related agreements, contracts, leases and licenses) that remains employee involved in effect on the date hereof involving more than $10,000 or outside the Ordinary Course of Business; (e) No party (including there has been no damage to or destruction or loss of any asset or property of Seller or either Subsidiary relating to the Corporation) has acceleratedBusiness, terminatedwhether or not covered by insurance, modifiedmaterially and adversely affecting the properties, assets, business, financial condition, or canceled any agreement, contract, lease, prospects of the relevant Subsidiary or license (or series of related agreements, contracts, leases, and licenses) to which the Corporation is a party or by which it is bound involving more than $10,000 or outside the Ordinary Course of Business; (f) The Corporation there has not permitted been no entry into, termination of, or receipt of notification of termination of any Claims joint venture, credit, or similar agreement involving Seller or either Subsidiary relating to be imposed upon any of its assets, tangible or intangible, outside the Ordinary Course of Business; (g) The Corporation there has not made been no termination or breach of, or receipt of notice of termination of any capital expenditure (vendor contract or series of related capital expenditures) any Material Customer contract, by or to Seller or either involving more than $10,000 or outside Subsidiary relating to the Ordinary Course of Business; (h) The Corporation there has not made any capital investment inbeen no sale (other than sales of inventory in the ordinary course of business), any loan tolease, or other disposition of any acquisition material asset or property of Seller or any Subsidiary relating to the Business, or Encumbrance on any material asset or property of Seller or either Subsidiary relating to the Business, including the sale, license, or other disposition of any of the securities Intellectual Property Assets; (i) there has been no cancellation or waiver of any claims or rights with a value to Seller or either Subsidiary with regard to the Business in excess of $100,000; (j) there has been no material change in the accounting methods used by Seller or either Subsidiary with regard to the Business; (k) there has been no acquisition by merger or consolidation with, or purchase of a substantial portion of the assets of, or by any other Person; 7 13 (i) The Corporation has not issued, or agreed to issuemanner, any notebusiness or any corporation, bondpartnership, association or other debt security business organization or createddivision thereof or otherwise acquire any assets that are material, incurredindividually or in the aggregate, assumedto the Subsidiaries or the Business; and (l) there has been no agreement, whether oral or guaranteed written, by Seller or either Subsidiary with regard to the Business to do any indebtedness for borrowed money or capitalized lease obligation either involving more than $10,000 or outside of the Ordinary Course of Business;foregoing.