Common use of AFFIRMATIVE Clause in Contracts

AFFIRMATIVE. From and including the Effective Date until Closing or the earlier termination of this Agreement, Seller shall: (i) maintain, repair and keep each Location in good condition and repair in the ordinary course in all material respects and in material compliance with all Legal Requirements and matters of record; (ii) maintain the insurance coverage currently in effect for the Property, or comparable coverage, through the Closing Date; and (iii) give prompt written notice to Buyer upon: (A) receiving any written notices of default or any written notices of lawsuits affecting Seller and/or any part of the Property; (B) receiving any written notices of lawsuits affecting Lease Guarantor which could reasonably be expected to have a material adverse effect on Lease Guarantor’s ability to perform its obligations under any Lease Guaranty; (C) acquiring knowledge of any casualty or condemnation of any part of any Location, whether actual, or pending; (D) acquiring knowledge of the presence of any Hazardous Substances in violation of any Environmental Law on, in, under or about any part of any Location; (E) receiving written notice from a Governmental Authority of a material violation of any Legal Requirements with respect to the condition or use of any part of a Location; (F) acquiring knowledge of the conduct or occurrence of an inspection of any part of a Location by a Governmental Authority; or (G) acquiring knowledge of any fact or circumstance that renders (or is likely to render as of the Closing Date) any of Seller’s or Lease Guarantor’s representations or warranties untrue or inaccurate in any material respect, or any of the conditions of this Agreement unfulfilled. Seller shall provide to Buyer, when the results become available to Seller but in any event prior to five (5) Business Days prior to the end of the Due Diligence Period, sales and EBITDAR reports for each Location covering Seller’s fiscal quarter ending January 31, 2016 on a then last 12 month basis (collectively, the “Interim Financial Reports”).

AFFIRMATIVE. From Between the date hereof and including the Effective Date until Closing or the earlier termination of this Agreement, Seller shall: (i) maintain, repair and keep each Location in good condition and repair in the ordinary course in all material respects and in material compliance with all Legal Requirements and matters of record; (ii) maintain the insurance coverage currently in effect for the Property, or comparable coverage, through the Closing Date; and , Seller will: (iiia) Seller will give prompt written notice to Buyer upon: and its authorized representatives reasonable access normal business hours to all Records, properties, books, records, (Aincluding, without limitation, bookkeeping, financial and accounting records) receiving any written notices of default contracts and documents and furnish or any written notices of lawsuits affecting Seller and/or any part of the Property; (B) receiving any written notices of lawsuits affecting Lease Guarantor which could reasonably cause to be expected furnished to have a material adverse effect on Lease Guarantor’s ability to perform Buyer or its obligations under any Lease Guaranty; (C) acquiring knowledge of any casualty or condemnation of any part of any Location, whether actual, or pending; (D) acquiring knowledge of the presence of any Hazardous Substances in violation of any Environmental Law on, in, under or about any part of any Location; (E) receiving written notice from a Governmental Authority of a material violation of any Legal Requirements authorized representatives all information with respect to the condition affairs and business of the Stations as Buyer may reasonably request (it being understood that the rights of Buyer under this subparagraph shall not be exercised in such a manner as to interfere unreasonably with the operations of the Stations); (b) Prepare and maintain the books, records and financial statements relating to the Stations consistently with past periods; (c) Comply with all laws and regulations to which it or use the Stations is subject; (d) Notify Buyer within seven (7) days of Seller's first notice of any part litigation pending or threatened against the Stations and within forty-eight (48) hours of a Location; any damage to or destruction of any assets or property to be sold hereunder; (Fe) acquiring knowledge Use its best efforts to procure the consent of any third parties necessary for the assignment to Buyer of the conduct or occurrence Contracts Air Time Agreements to be assigned hereunder; (f) Use its best efforts in the preparation, filing and prosecution of an inspection the Application; (g) Notify Buyer upon receipt of any part of a Location by a Governmental Authority; administrative or (G) acquiring knowledge of other order relating to any fact or circumstance that renders (or is likely to render as violation of the Closing Date) any of Seller’s or Lease Guarantor’s representations or warranties untrue or inaccurate in any material respect, FCC's rules and regulations or any of other federal, state or local regulatory or administrative body, including rules relating to the conditions of this Agreement unfulfilledemployment, labor or equal employment opportunity. Seller shall provide correct any such violations as relate to Buyer, when the results become available to Seller but in any event prior to five (5) Business Days operation of the Stations prior to the end Closing Date and shall be responsible for the removal of such, including the payment of any fines or back pay that may be assessed for any such violation committed by Seller; (h) To the extent reasonably possible, complete all obligations owing by Seller to advertisers for the sale of airtime on the Stations for anything other than cash in accordance with past Stations practices; (i) Continue to operate the Stations in full compliance with the terms of its FCC Licenses, in the usual and ordinary course of business, and in conformity with all applicable laws, ordinances, regulations, rules and orders, and file with the FCC all applications, reports and other filings and documents required to be filed with the FCC in connection with the ownership and operation of the Due Diligence Period, sales and EBITDAR reports for each Location covering Seller’s fiscal quarter ending January 31, 2016 on a then last 12 month basis (collectively, the “Interim Financial Reports”).Stations;

AFFIRMATIVE. From and including the Effective Date until Closing or the earlier termination of this Agreement, Seller shall: (i) maintain, repair and keep each Location the Property in good condition and repair in the ordinary course in all material respects and in material compliance with all Legal Requirements and matters of record; (ii) maintain the insurance coverage currently in effect for the Property, or comparable coverage, through the Closing Date; and (iii) give prompt written notice to Buyer upon: (A) receiving any written notices of default or any written notices of lawsuits affecting Seller and/or any part of the Property; (B) receiving any written notices of lawsuits affecting Lease Guarantor which could reasonably be expected to have a material adverse effect on Lease Guarantor’s ability to perform its obligations under any Lease the Parent Guaranty or Affiliate Guaranty, as applicable; (C) acquiring knowledge of any casualty or condemnation of any part of any Locationthe Property, whether actual, pending or pendingthreatened; (D) acquiring knowledge of the presence of any Hazardous Substances in violation of any Environmental Law on, in, under or about any part of any Locationthe Property; (E) receiving written notice from a Governmental Authority of a material violation of any Legal Requirements with respect to the condition or use of any part of a Locationthe Property; (F) acquiring knowledge of the conduct or occurrence of an inspection of any part of a Location the Property by a Governmental Authority; or (G) acquiring knowledge of any fact or circumstance that renders (or is likely to render as of the Closing Date) any of Seller’s or Lease Guarantor’s representations or warranties untrue or inaccurate in any material respect, or any of the conditions of this Agreement unfulfilled. Seller shall provide to Buyer, when the results become available to Seller but in any event prior to five (5) Business Days prior to the end of the Due Diligence Period, sales and EBITDAR reports for each Location covering Seller’s fiscal quarter ending January 31, 2016 on a then last 12 month basis (collectively, the “Interim Financial Reports”).