Common use of Actions Prior to Closing Clause in Contracts

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the MAGIC or Be Media Schedules or as permitted or contemplated by this Agreement, the parties hereto will each use its best efforts to (i) carry on its business in substantially the same manner as it has heretofore; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) perform in all material respects all of its obligations under material contracts, leases and instruments relating to or affecting its assets, properties and business; (v) maintain and preserve its business organization intact, retain its key employees and maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, Magic, Destination Television, Inc., Be Media, and Seller each agree that it will not, without the prior written consent of the other parties (i) except as otherwise specifically set forth herein, make any change in its charter documents; (ii) declare or pay any dividend on its outstanding shares of capital stock, except as may otherwise be required by law, or effect any stock split or otherwise change its capitalization, except as provided herein; (iii) enter into or amend any employment, severance or similar agreements or arrangements with any directors or officers; (iv) confer or award any options, warrants, conversion rights or other rights not existing on the date hereof to acquire any shares of its capital stock; (v) purchase or redeem any shares of its capital stock, except as disclosed herein; or (vi) directly or indirectly, increase the compensation paid by that party to any of that party’s employees, directors, or officers. (c) Between the date of this Agreement and the Closing Date, each of the parties hereto, to the extent applicable, will use their best efforts to cause the Closing conditions in Articles 5 and 6 to be satisfied.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the MAGIC Westwind or Be Media CTC Schedules or as permitted or contemplated by this Agreement, the parties hereto CTC will each use its best efforts to to: (i) carry on its business in substantially the same manner as it has heretofore; ; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; ; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; ; (iv) perform in all material respects all of its obligations under material contracts, leases and instruments relating to or affecting its assets, properties and business; ; (v) maintain and preserve its business organization intact, to retain its key employees and to maintain its relationship with its material suppliers and customers; and and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, Magic, Destination Television, Inc., Be Media, and Seller each agree that it will notneither Westwind nor CTC will, without the prior written consent of the other parties party: (i) except as otherwise specifically set forth herein, make any change in its charter documents; their respective certificates or articles of incorporation or bylaws; (ii) declare or pay any dividend on its outstanding shares of capital stock, except as may otherwise be required by law, or effect any stock split or otherwise change its capitalization, except as provided herein; ; (iii) enter into or amend any employment, severance or similar agreements or arrangements with any directors or officers; ; (iv) grant, confer or award any options, warrants, conversion rights or other rights not existing on the date hereof to acquire any shares of its capital stock; or (v) purchase or redeem any shares of its capital stock, except as disclosed herein; or (vi) directly or indirectly, increase the compensation paid by that party to any of that party’s employees, directors, or officers. (c) Between the date of this Agreement and the Closing Date, each of the parties hereto, to the extent applicable, will use their best efforts to cause the Closing conditions in Articles 5 and 6 to be satisfied.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the MAGIC Champion Ventures or Be Media Schedules IGA Due Diligence or as permitted or contemplated by this Agreement, the parties hereto IGA will each use its best efforts to to: (i) carry on its business in substantially the same manner as it has heretofore; ; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; ; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; ; (iv) perform in all material respects all of its obligations under material contracts, leases and instruments relating to or affecting its assets, properties and business; ; (v) maintain and preserve its business organization intact, to retain its key employees and to maintain its relationship with its material suppliers and customers; and and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, Magic, Destination Television, Inc., Be Media, and Seller each agree that it will notneither Champion Ventures nor IGA will, without the prior written consent of the other parties party: (i) except as otherwise specifically set forth herein, make any change in its charter documents; their respective certificates or articles of incorporation or bylaws; (ii) declare or pay any dividend on its outstanding shares of capital stock, except as may otherwise be required by law, or effect any stock split or otherwise change its capitalization, except as provided herein; ; (iii) enter into or amend any employment, severance or similar agreements or arrangements with any directors or officers; ; (iv) grant, confer or award any options, warrants, conversion rights or other rights not existing on the date hereof to acquire any shares of its capital stock; or (v) purchase or redeem any shares of its capital stock, except as disclosed herein; or (vi) directly or indirectly, increase the compensation paid by that party to any of that party’s employees, directors, or officers. (c) Between the date of this Agreement and the Closing Date, each of the parties hereto, to the extent applicable, will use their best efforts to cause the Closing conditions in Articles 5 and 6 to be satisfied.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the MAGIC Royal or Be Media LLI Schedules or as permitted or contemplated by this Agreement, the parties hereto LLI will each use its best efforts to to: (i) carry on its business in substantially the same manner as it has heretofore; ; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; ; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; ; (iv) perform in all material respects all of its obligations under material contracts, leases and instruments relating to or affecting its assets, properties and business; ; (v) maintain and preserve its business organization intact, to retain its key employees and to maintain its relationship with its material suppliers and customers; and and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, Magic, Destination Television, Inc., Be Media, and Seller each agree that it will notneither Royal nor LLI will, without the prior written consent of the other parties party: (i) except as otherwise specifically set forth herein, make any change in its charter documents; their respective certificates or articles of incorporation or bylaws; (ii) declare or pay any dividend on its outstanding shares of capital stock, except as may otherwise be required by law, or effect any stock split or otherwise change its capitalization, except as provided herein; ; (iii) enter into or amend any employment, severance or similar agreements or arrangements with any directors or officers; ; (iv) grant, confer or award any options, warrants, conversion rights or other rights not existing on the date hereof to acquire any shares of its capital stock; or (v) purchase or redeem any shares of its capital stock, except as disclosed herein; or (vi) directly or indirectly, increase the compensation paid by that party to any of that party’s employees, directors, or officers. (c) Between the date of this Agreement and the Closing Date, each of the parties hereto, to the extent applicable, will use their best efforts to cause the Closing conditions in Articles 5 and 6 to be satisfied.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the MAGIC VNOW or Be Media NNCS Schedules or as permitted or contemplated by this Agreement, the parties hereto will each use its best efforts to to: (i) carry on its business in substantially the same manner as it has heretofore; ; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; ; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; ; (iv) perform in all material respects all of its obligations under material contracts, leases and instruments relating to or affecting its assets, properties and business; ; (v) maintain and preserve its business organization intact, retain its key employees and maintain its relationship with its material suppliers and customers; and and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, Magic, Destination Television, Inc., Be Media, and Seller each agree that it will notneither VNOW nor NNCS will, without the prior written consent of the other parties party: (i) except as otherwise specifically set forth herein, make any change in its their respective charter documents; ; (ii) declare or pay any dividend on its outstanding shares of capital stock, except as may otherwise be required by law, or effect any stock split or otherwise change its capitalization, except as provided herein; ; (iii) enter into or amend any employment, severance or similar agreements or arrangements with any directors or officers; ; (iv) grant, confer or award any options, warrants, conversion rights or other rights not existing on the date hereof to acquire any shares of its capital stock; or (v) purchase or redeem any shares of its capital stock, except as disclosed herein; or (vi) directly or indirectly, increase the compensation paid by that party to any of that party’s employees, directors, or officers. (c) Between the date of this Agreement and the Closing Date, each of the parties hereto, to the extent applicable, will use their best efforts to cause the Closing conditions in Articles 5 and 6 to be satisfied.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the MAGIC or Be Media Schedules or as permitted or contemplated by this Agreement, the parties hereto EMAX MEDIA and ARTISTS INNOVATIONS will each use its best efforts to to: (i) carry on its business in substantially the same manner as it has heretofore; ; (ii) maintain and keep its properties the Assets in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; ; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; ; (iv) perform in all material respects all of its obligations under material contracts, leases and instruments relating to or affecting its assets, properties and business; ; (v) maintain and preserve its business organization intact, to retain its key employees and to maintain its relationship with its material suppliers and customers; and and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, Magic, Destination Television, Inc., Be Media, and Seller each agree that it will notneither EMAX MEDIA nor ARTISTS INNOVATIONS will, without the prior written consent of the other parties party: (i) except as otherwise specifically set forth herein, make any change in its charter documents; their respective certificates or articles of incorporation or bylaws; (ii) declare or pay any dividend on its outstanding shares of capital stock, except as may otherwise be required by law, or effect any stock split or otherwise change its capitalization, except as provided herein; ; (iii) enter into or amend any employment, severance or similar agreements or arrangements with any directors or officers; ; (iv) grant, confer or award any options, warrants, conversion rights or other rights not existing on the date hereof to acquire any shares of its capital stock; or (v) purchase or redeem any shares of its capital stock, except as disclosed herein; or (vi) directly or indirectly, increase the compensation paid by that party to any of that party’s employees, directors, or officers. (c) Between the date of this Agreement and the Closing Date, each of the parties hereto, to the extent applicable, will use their best efforts to cause the Closing conditions in Articles 5 and 6 to be satisfied.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the MAGIC or Be Media attached Schedules or as permitted or contemplated by this Agreement, Natural Way, and the parties hereto Shareholders (for and on behalf of E-bank) , respectively, will each use its best efforts to each: (i) carry on its their business in substantially the same manner as it has they had heretofore; ; (ii) maintain and keep its their properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; ; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; them; (iv) perform in all material respects all of its their obligations under material contracts, leases leases, and instruments relating to or affecting its their assets, properties properties, and business; ; (v) use their best efforts to maintain and preserve its their business organization intact, to retain its their key employees employees, and to maintain its their relationship with its material suppliers and customers; and and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it them by all federal and state laws and all rules, regulations regulations, and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, Magicneither Natural Way, Destination Televisionnor the Shareholders, Inc., Be Media, and Seller each agree that it will not, without the prior written consent on behalf of the other parties E-bank will: (i) make any changes in their articles of incorporation or bylaws except as otherwise specifically set forth herein, make any change in its charter documents; contemplated by this Agreement; (ii) declare or pay any dividend on its outstanding shares of capital stock, except as may otherwise be required by lawmake, or effect agree to declare or make, any stock split payment of dividends or otherwise change its capitalizationdistributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, except as provided herein; (iii) enter into or amend agreed to purchase or redeem, any employment, severance or similar agreements or arrangements with any directors or officers; (iv) confer or award any options, warrants, conversion rights or other rights not existing on the date hereof to acquire any shares of its capital stock; ; (iii) waive any rights of value which in the aggregate are extraordinary or material considering the business of either Natural Way or E-bank respectively; (iv) make any material change in their method of management, operation or accounting; (v) purchase or redeem enter into any shares other material transaction other than in the ordinary course of its capital stock, except as disclosed herein; or either parties' respective business; (vi) directly make any accrual or indirectly, arrangement for payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increase the rate of compensation paid payable or to become payable by that party it to any of that party’s employeesits officers or directors or any of its employees whose monthly compensation exceeds $1,000; or (viii) make any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or which its officers, directors, or officers.employees; (cix) Between borrow or agree to borrow any funds or incur, or become subject to, any material obligation or liability (absolute or contingent) except as necessary in its ordinary course of business; (x) pay or agree to pay any material obligations or liability (absolute or contingent) other than current liabilities incurred in the date ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement agreement and the Closing Date, each consummation of the parties heretotransactions contemplated hereby; (xi) sell or transfer, or agree to sell or transfer, any of their assets, properties, or rights (except assets, properties, or rights not used or useful in their respective business which, is the extent applicableaggregate have a value of less than $1,000), will use or cancel, or agree to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than $1,000); (xii) make or permit any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering their best efforts respective business; or (xiii) issue, deliver or agree to cause the Closing conditions in Articles 5 issue or deliver any stock, bonds or other corporate securities including debentures (whether authorized and 6 to be satisfied.unissued or held as treasury stock)

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the MAGIC Time or Be Media Healthient Schedules or as permitted or contemplated by this Agreement, Healthient and Time, to the parties hereto extent applicable, will each use its best efforts to to: (i) carry on its business in substantially the same manner as it has heretofore; ; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; ; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; ; (iv) perform in all material respects all of its obligations under material contracts, leases and instruments relating to or affecting its assets, properties and business; ; (v) maintain and preserve its business organization intact, to retain its key employees and to maintain its relationship with its material suppliers and customers; and and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, Magic, Destination Television, Inc., Be Media, and Seller each agree that it will notneither Time nor Healthient will, without the prior written consent of the other parties party: (i) except as otherwise specifically set forth herein, make any change in its charter documents; their respective certificates or articles of incorporation or bylaws; (ii) declare or pay any dividend on its outstanding shares of capital stock, except as may otherwise be required by law, or effect any stock split or otherwise change its capitalization, except as provided herein; ; (iii) enter into or amend any employment, severance or similar agreements or arrangements with any directors or officers; ; (iv) grant, confer or award any options, warrants, conversion rights or other rights not existing on the date hereof to acquire any shares of its capital stock; or (v) purchase or redeem any shares of its capital stock, except as disclosed herein; or (vi) directly or indirectly, increase the compensation paid by that party to any of that party’s employees, directors, or officers. (c) Between the date of this Agreement and the Closing Date, each of the parties hereto, to the extent applicable, will use their best efforts to cause the Closing conditions in Articles 5 and 6 to be satisfied.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the MAGIC OneClass or Be Media ABCI Schedules or as permitted or contemplated by this Agreement, the parties hereto OneClass and ABCI will each use its best efforts to to: (i) carry on its business in substantially the same manner as it has heretofore; ; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; ; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; ; (iv) perform in all material respects all of its obligations under material contracts, leases and instruments relating to or affecting its assets, properties and business; ; (v) maintain and preserve its business organization intact, to retain its key employees and to maintain its relationship with its material suppliers and customers; and and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, Magic, Destination Television, Inc., Be Media, and Seller each agree that it will notneither OneClass nor ABCI will, without the prior written consent of the other parties party: (i) except as otherwise specifically set forth herein, make any change in its charter documents; their respective certificates or articles of incorporation or bylaws; (ii) declare or pay any dividend on its outstanding shares of capital stock, except as may otherwise be required by law, or effect any stock split or otherwise change its capitalization, except as provided herein; ; (iii) enter into or amend any employment, severance or similar agreements or arrangements with any directors or officers; ; (iv) grant, confer or award any options, warrants, conversion rights or other rights not existing on the date hereof to acquire any shares of its capital stock; or (v) purchase or redeem any shares of its capital stock, except as disclosed herein; or (vi) directly or indirectly, increase the compensation paid by that party to any of that party’s employees, directors, or officers. (c) Between the date of this Agreement and the Closing Date, each of the parties hereto, to the extent applicable, will use their best efforts to cause the Closing conditions in Articles 5 and 6 to be satisfied.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the MAGIC Mully or Be Media BBI Schedules or as permitted or contemplated by this Agreement, the parties hereto Mully and BBI will each use its best efforts to to: (i) carry on its business in substantially the same manner as it has heretofore; ; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; ; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; ; (iv) perform in all material respects all of its obligations under material contracts, leases and instruments relating to or affecting its assets, properties and business; ; (v) maintain and preserve its business organization intact, to retain its key employees and to maintain its relationship with its material suppliers and customers; and and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, Magic, Destination Television, Inc., Be Media, and Seller each agree that it will notneither Mully nor BBI will, without the prior written consent of the other parties party: (i) except as otherwise specifically set forth herein, make any change in its charter documents; their respective certificates or articles of incorporation or bylaws; (ii) declare or pay any dividend on its outstanding shares of capital stock, except as may otherwise be required by law, or effect any stock split or otherwise change its capitalization, except as provided herein; ; (iii) enter into or amend any employment, severance or similar agreements or arrangements with any directors or officers; ; (iv) grant, confer or award any options, warrants, conversion rights or other rights not existing on the date hereof to acquire any shares of its capital stock; or (v) purchase or redeem any shares of its capital stock, except as disclosed herein; or (vi) directly or indirectly, increase the compensation paid by that party to any of that party’s employees, directors, or officers. (c) Between the date of this Agreement and the Closing Date, each of the parties hereto, to the extent applicable, will use their best efforts to cause the Closing conditions in Articles 5 and 6 to be satisfied.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the MAGIC New World or Be Media CTV Schedules or as permitted or contemplated by this Agreement, CTV and New World, to the parties hereto extent applicable, will each use its best efforts to to: (i) carry on its business in substantially the same manner as it has heretofore; ; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; ; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; ; (iv) perform in all material respects all of its obligations under material contracts, leases and instruments relating to or affecting its assets, properties and business; ; (v) maintain and preserve its business organization intact, to retain its key employees and to maintain its relationship with its material suppliers and customers; and and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, Magic, Destination Television, Inc., Be Media, and Seller each agree that it will notneither New World nor CTV will, without the prior written consent of the other parties party: (i) except as otherwise specifically set forth herein, make any change in its charter documents; their respective certificates or articles of incorporation or bylaws; (ii) declare or pay any dividend on its outstanding shares of capital stock, except as may otherwise be required by law, or effect any stock split or otherwise change its capitalization, except as provided herein; ; (iii) enter into or amend any employment, severance or similar agreements or arrangements with any directors or officers; ; (iv) grant, confer or award any options, warrants, conversion rights or other rights not existing on the date hereof to acquire any shares of its capital stock; or (v) purchase or redeem any shares of its capital stock, except as disclosed herein; or (vi) directly or indirectly, increase the compensation paid by that party to any of that party’s employees, directors, or officers. (c) Between the date of this Agreement and the Closing Date, each of the parties hereto, to the extent applicable, will use their best efforts to cause the Closing conditions in Articles 5 and 6 to be satisfied.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the MAGIC Galaxy Minerals or Be Media YJF Schedules or as permitted or contemplated by this Agreement, YJF and Galaxy Minerals, to the parties hereto extent applicable, will each use its best efforts to to: (i) carry on its business in substantially the same manner as it has heretofore; ; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; ; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; ; (iv) perform in all material respects all of its obligations under material contracts, leases and instruments relating to or affecting its assets, properties and business; ; (v) maintain and preserve its business organization intact, to retain its key employees and to maintain its relationship with its material suppliers and customers; and and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, Magic, Destination Television, Inc., Be Media, and Seller each agree that it will notneither Galaxy Minerals nor YJF will, without the prior written consent of the other parties party: (i) except as otherwise specifically set forth herein, make any change in its charter documents; their respective certificates or articles of incorporation or bylaws; (ii) declare or pay any dividend on its outstanding shares of capital stock, except as may otherwise be required by law, or effect any stock split or otherwise change its capitalization, except as provided herein; ; (iii) enter into or amend any employment, severance or similar agreements or arrangements with any directors or officers; ; (iv) grant, confer or award any options, warrants, conversion rights or other rights not existing on the date hereof to acquire any shares of its capital stock; or (v) purchase or redeem any shares of its capital stock, except as disclosed herein; or (vi) directly or indirectly, increase the compensation paid by that party to any of that party’s employees, directors, or officers. (c) Between the date of this Agreement and the Closing Date, each of the parties hereto, to the extent applicable, will use their best efforts to cause the Closing conditions in Articles 5 and 6 to be satisfied.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the MAGIC DRFS or Be Media RVLK Schedules or as permitted or contemplated by this Agreement, the parties hereto will each use its best efforts to to: (i) carry on its business in substantially the same manner as it has heretofore; ; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; ; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; ; (iv) perform in all material respects all of its obligations under material contracts, leases and instruments relating to or affecting its assets, properties and business; ; (v) maintain and preserve its business organization intact, retain its key employees and maintain its relationship with its material suppliers and customers; and and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all provincial, federal and state laws and all rules, regulations and orders imposed by provincial, federal or state governmental authorities. (vii) utilize its best efforts in order to establish and/or maintain a trading market for RVLK’ s common stock on a U.S. over the counter market. (b) From and after the date of this Agreement until the Closing Date, Magic, Destination Television, Inc., Be Media, and Seller each agree that it will notneither DRFS nor RVLK will, without the prior written consent of the other parties party: (i) except as otherwise specifically set forth herein, make any change in its charter documents; their respective articles of incorporation or bylaws; (ii) declare or pay any dividend on its outstanding shares of capital stock, except as may otherwise be required by law, or effect any stock split or otherwise change its capitalization, except as provided herein; ; (iii) enter into or amend any employment, severance or similar agreements or arrangements with any directors or officers; ; (iv) grant, confer or award any options, warrants, conversion rights or other rights not existing on the date hereof to acquire any shares of its capital stock; or (v) purchase or redeem any shares of its capital stock, except as disclosed herein; or (vi) directly or indirectly, increase the compensation paid by that party to any of that party’s employees, directors, or officers. (c) Between the date of this Agreement and the Closing Date, each of the parties hereto, to the extent applicable, will use their best efforts to cause the Closing conditions in Articles 5 and 6 to be satisfied.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the MAGIC DSTV or Be Media ABG Schedules or as permitted or contemplated by this Agreement, the parties hereto will each use its best efforts to (i) carry on its business in substantially the same manner as it has heretofore; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) perform in all material respects all of its obligations under material contracts, leases and instruments relating to or affecting its assets, properties and business; (v) maintain and preserve its business organization intact, retain its key employees and maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, MagicDSTV, Destination Television, Inc., Be MediaABG, and Seller each agree that it will not, without the prior written consent of the other parties (i) except as otherwise specifically set forth herein, make any change in its charter documents; (ii) declare or pay any dividend on its outstanding shares of capital stockstock or membership interests, except as may otherwise be required by law, or effect any stock split or otherwise change its capitalization, except as provided herein; (iii) enter into or amend any employment, severance or similar agreements or arrangements with any directors or officers; (iv) confer or award any options, warrants, conversion rights or other rights not existing on the date hereof to acquire any shares of its capital stockstock or membership interests; (v) purchase or redeem any shares of its capital stockstock or membership interests, except as disclosed herein; or (vi) directly or indirectly, increase the compensation paid by that party to any of that party’s 's employees, directors, or officers. (c) Between the date of this Agreement and the Closing Date, each of the parties hereto, to the extent applicable, will use their best efforts to cause the Closing conditions in Articles 5 and 6 to be satisfied.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the MAGIC Comstock or Be Media IHC Schedules or as permitted or contemplated by this xx xxxx Agreement, the parties hereto IHC will each use its best efforts to to: (i) carry on its business in substantially the same manner as it has heretofore; ; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; ; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; ; (iv) perform in all material respects all of its obligations under material contracts, leases and instruments relating to or affecting its assets, properties and business; ; (v) maintain and preserve its business organization intact, to retain its key employees and to maintain its relationship with its material suppliers and customers; and and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, Magic, Destination Television, Inc., Be Media, and Seller each agree that it will notneither Comstock nor IHC will, without the prior written consent of the other parties otxxx xxxxy: (i) except as otherwise specifically set forth herein, make any change in its charter documents; their respective certificates or articles of incorporation or bylaws; (ii) declare or pay any dividend on its outstanding shares of capital stock, except as may otherwise be required by law, or effect any stock split or otherwise change its capitalization, except as provided herein; ; (iii) enter into or amend any employment, severance or similar agreements or arrangements with any directors or officers; ; (iv) grant, confer or award any options, warrants, conversion rights or other rights not existing on the date hereof to acquire any shares of its capital stock; or (v) purchase or redeem any shares of its capital stock, except as disclosed herein; or (vi) directly or indirectly, increase the compensation paid by that party to any of that party’s employees, directors, or officers. (c) Between the date of this Agreement and the Closing Date, each of the parties hereto, to the extent applicable, will use their best efforts to cause the Closing conditions in Articles 5 and 6 to be satisfied.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the MAGIC ITV or Be Media Bongiovi Schedules or as permitted or contemplated by this Agreement, Bongiovi and ITV, to the parties hereto extent applicable, will each use its best efforts to to: (i) carry on its business in substantially the same manner as it has heretofore; ; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; ; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; ; (iv) perform in all material respects all of its obligations under material contracts, leases and instruments relating to or affecting its assets, properties and business; ; (v) maintain and preserve its business organization intact, to retain its key employees and to maintain its relationship with its material suppliers and customers; and and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, Magic, Destination Television, Inc., Be Media, and Seller each agree that it will notneither ITV nor Bongiovi will, without the prior written consent of the other parties party: (i) except as otherwise specifically set forth herein, make any change in its charter documents; their respective certificates or articles of incorporation or bylaws; (ii) declare or pay any dividend on its outstanding shares of capital stock, except as may otherwise be required by law, or effect any stock split or otherwise change its capitalization, except as provided herein; ; (iii) enter into or amend any employment, severance or similar agreements or arrangements with any directors or officers; ; (iv) grant, confer or award any options, warrants, conversion rights or other rights not existing on the date hereof to acquire any shares of its capital stock; or (v) purchase or redeem any shares of its capital stock, except as disclosed herein; or (vi) directly or indirectly, increase the compensation paid by that party to any of that party’s employees, directors, or officers. (c) Between the date of this Agreement and the Closing Date, each of the parties hereto, to the extent applicable, will use their best efforts to cause the Closing conditions in Articles 5 and 6 to be satisfied.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the MAGIC ETI or Be Media Pharma Schedules or as permitted or contemplated by this Agreement, the parties hereto ETI and Pharma will each use its best efforts to to: (i) carry on its business in substantially the same manner as it has heretofore; ; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; ; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; ; (iv) perform in all material respects all of its obligations under material contracts, leases and instruments relating to or affecting its assets, properties and business; ; (v) maintain and preserve its business organization intact, to retain its key employees and to maintain its relationship with its material suppliers and customers; and and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, Magic, Destination Television, Inc., Be Media, and Seller each agree that it will notneither ETI nor Pharma will, without the prior written consent of the other parties party: (i) except as otherwise specifically set forth herein, make any change in its charter documents; their respective certificates or articles of incorporation or bylaws; (ii) declare or pay any dividend on its outstanding shares of capital stock, except as may otherwise be required by law, or effect any stock split or otherwise change its capitalization, except as provided herein; ; (iii) enter into or amend any employment, severance or similar agreements or arrangements with any directors or officers; ; (iv) issue any shares of its capital stock; (v) grant, confer or award any options, warrants, conversion rights or other rights not existing on the date hereof to acquire any shares of its capital stock; or (vvi) purchase or redeem any shares of its capital stock, except as disclosed herein; or (vi) directly or indirectly, increase the compensation paid by that party to any of that party’s employees, directors, or officers. (c) Between the date of this Agreement and the Closing Date, each of the parties hereto, to the extent applicable, will use their best efforts to cause the Closing conditions in Articles 5 and 6 to be satisfied.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the MAGIC New Pacific or Be Media Liquisite Schedules or as permitted or contemplated by this Agreement, Liquisite and New Pacific, to the parties hereto extent applicable, will each use its best efforts to to: (i) carry on its business in substantially the same manner as it has heretofore; ; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; ; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; ; (iv) perform in all material respects all of its obligations under material contracts, leases and instruments relating to or affecting its assets, properties and business; ; (v) maintain and preserve its business organization intact, to retain its key employees and to maintain its relationship with its material suppliers and customers; and and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, Magic, Destination Television, Inc., Be Media, and Seller each agree that it will notneither New Pacific nor Liquisite will, without the prior written consent of the other parties party: (i) except as otherwise specifically set forth herein, make any change in its charter documents; their respective certificates or articles of incorporation or bylaws; (ii) declare or pay any dividend on its outstanding shares of capital stock, except as may otherwise be required by law, or effect any stock split or otherwise change its capitalization, except as provided herein; ; (iii) enter into or amend any employment, severance or similar agreements or arrangements with any directors or officers; ; (iv) grant, confer or award any options, warrants, conversion rights or other rights not existing on the date hereof to acquire any shares of its capital stock; or (v) purchase or redeem any shares of its capital stock, except as disclosed herein; or (vi) directly or indirectly, increase the compensation paid by that party to any of that party’s employees, directors, or officers. (c) Between the date of this Agreement and the Closing Date, each of the parties hereto, to the extent applicable, will use their best efforts to cause the Closing conditions in Articles 5 and 6 to be satisfied.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the MAGIC Voyager or Be Media Silicon Schedules or as permitted or contemplated by this Agreement, Silicon and Voyager, to the parties hereto extent applicable, will each use its best efforts to to: (i) carry on its business in substantially the same manner as it has heretofore; ; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; ; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; ; (iv) perform in all material respects all of its obligations under material contracts, leases and instruments relating to or affecting its assets, properties and business; ; (v) maintain and preserve its business organization intact, to retain its key employees and to maintain its relationship with its material suppliers and customers; and and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, Magic, Destination Television, Inc., Be Media, and Seller each agree that it will notneither Voyager nor Silicon will, without the prior written consent of the other parties party: (i) except as otherwise specifically set forth herein, make any change in its charter documents; their respective certificates or articles of incorporation or bylaws; (ii) declare or pay any dividend on its outstanding shares of capital stock, except as may otherwise be required by law, or effect any stock split or otherwise change its capitalization, except as provided herein; ; (iii) enter into or amend any employment, severance or similar agreements or arrangements with any directors or officers; ; (iv) grant, confer or award any options, warrants, conversion rights or other rights not existing on the date hereof to acquire any shares of its capital stock; or (v) purchase or redeem any shares of its capital stock, except as disclosed herein; or (vi) directly or indirectly, increase the compensation paid by that party to any of that party’s employees, directors, or officers. (c) Between the date of this Agreement and the Closing Date, each of the parties hereto, to the extent applicable, will use their best efforts to cause the Closing conditions in Articles 5 and 6 to be satisfied.