Common use of Business Maintenance Clause in Contracts

Business Maintenance. (a) at all times cause to be done all things necessary to maintain, preserve and renew its corporate existence and good standing in the jurisdiction of its incorporation, to qualify and to remain qualified as a foreign corporation in each jurisdiction in which such qualification is required, except where the failure to be so qualified would not have a Materially Adverse Effect, and use its reasonable efforts to maintain, preserve and renew all material contracts, licenses, authorizations and permits necessary to the conduct of its businesses; (b) maintain and keep its properties that are used in, or that are useful to and material to, its businesses in good repair, working order and condition, and from time to time make all such repairs, renewals and replacements, so that its businesses may be properly and advantageously conducted in all respects at all times in a manner consistent with the Company's past practices; (c) continue in force insurance policies (including self-insurance retention plans consistent with past practices) with financially sound and reputable insurance companies covering risks of such types and covering casualties, risks and contingencies of such types and in amounts not less than as are customary for prudent corporations of similar size engaged in similar lines of business under similar circumstances; (d) pay and discharge when payable all Taxes, assessments and governmental charges imposed upon its properties or upon the income or profits therefrom (in each case before the same becomes delinquent and before penalties accrue thereon) and all material claims for labor, materials or supplies that if unpaid might by law become a lien upon any of its property, unless and to the extent that the same are being contested in good faith and by appropriate proceedings and adequate reserves (as determined in accordance with GAAP) have been established on its books with respect thereto; (e) comply with all other obligations that it incurs pursuant to any material contract or agreement, whether oral or written, express or implied, as such obligations become due, unless and to the extent that the same are being contested in good faith and by appropriate proceedings and adequate reserves (as determined in accordance with GAAP) have been established on its books with respect thereto; (f) comply in all material respects with all applicable Laws; and (g) maintain true and proper books of record and account that fairly present its financial condition and results of operations and make provisions on its financial statements for all such proper reserves as in each case are required in accordance with GAAP.

Business Maintenance. (a) at all times cause to be done all things necessary to maintain, preserve and renew its corporate existence and good standing in the jurisdiction of its incorporation, to qualify and to remain qualified as a foreign corporation in each jurisdiction in which such qualification is required, except where the failure to be so qualified would not have a Materially Adverse Effect, and use its reasonable efforts to maintain, preserve and renew all material contracts, licenses, authorizations and permits necessary to the conduct of its businesses; (b) maintain and keep its properties that are used in, or that are useful to and material to, its businesses in good repair, working order and condition, and from time to time make all such repairs, renewals and replacements, so that its businesses may be properly and advantageously conducted in all respects at all times in a manner consistent with the Company's past practices; (c) continue in force insurance policies (including self-insurance retention plans consistent with past practices) with financially sound and reputable insurance companies covering risks of such types and covering casualties, risks and contingencies of such types and in amounts not less than as are customary for prudent corporations of similar size engaged in similar lines of business under similar circumstances; (d) pay and discharge when payable all Taxes, assessments and governmental charges imposed upon its properties or upon the income or profits therefrom (in each case before the same becomes delinquent and before penalties accrue thereon) and all material claims for labor, materials or supplies that if unpaid might could by law become a lien upon any of its property, unless and to the extent that the same are being contested in good faith and by appropriate proceedings and adequate reserves (as determined in accordance with GAAP) have been established on its books with respect thereto; (e) comply with all other obligations that it incurs pursuant to any material contract or agreement, whether oral or written, express or implied, as such obligations become due, unless and to the extent that the same are being contested in good faith and by appropriate proceedings and adequate reserves (as determined in accordance with GAAP) have been established on its books with respect thereto; (f) comply in all material respects with all applicable Laws; and (g) maintain true and proper books of record and account that fairly present its financial condition and results of operations and make provisions on its financial statements for all such proper reserves as in each case are required in accordance with GAAP.

Business Maintenance. (a) The Company shall, and the Company shall cause each Subsidiary to: i. at all times cause to be done all things necessary to maintain, preserve and renew its corporate their existence and good standing in the jurisdiction of its incorporation, to qualify and to remain qualified as a foreign corporation in each jurisdiction in which such qualification is required, except where the failure to be so qualified would not have a Materially Adverse Effect, and will use its reasonable their best efforts to maintain, preserve and renew all material contracts, licenses, authorizations and permits necessary to the conduct of its businessestheir business including, without limitation, all broadcast licenses, whether federal, state or otherwise; (b) ii. maintain and keep its their properties that are used in, or that are useful in and necessary to and material to, its businesses their business taken as a whole in good repair, working order and conditioncondition in all material respects, and from time to time make all such necessary or desirable repairs, renewals and replacements, so that its their businesses may be properly and advantageously conducted in all respects at all times in a manner consistent with the Company's past practicestimes; (c) iii. apply for and continue in force with good and responsible insurance companies insurance policies (including self-insurance retention plans consistent with past practices) with financially sound and reputable insurance companies covering risks of such types and covering casualties, risks and contingencies of in such types and in amounts not less than as are customary for prudent corporations of similar size engaged in similar lines of business, provided, that the Company and its Subsidiaries may self-insure in accordance with good business under similar circumstancespractice; (d) iv. pay and discharge when payable all Taxestaxes, assessments and governmental charges imposed upon its their properties or upon the income or profits therefrom (in each case before the same becomes delinquent and before penalties accrue thereon) and all material claims for labor, materials or supplies that if unpaid might by law become a lien upon any of its their property, unless and to the extent that (i) the same are being contested in good faith and by appropriate proceedings and adequate reserves (as determined in accordance with GAAPgenerally accepted accounting principles, consistently applied) have been established on its the books with respect theretothereto or (ii) such failure to pay or discharge does not have, and cannot reasonably be expected to have, a material adverse effect upon the business, properties, financial condition or results of operations of the Company or such Subsidiary; (e) v. comply with all other obligations that it the Company or any Subsidiary incurs pursuant to any material contract or agreement, whether oral or written, express or implied, as such obligations become due, unless and to the extent that the same are being contested in good faith and by appropriate proceedings and adequate reserves (as determined in accordance with GAAPgenerally accepted accounting principles, consistently applied) have been established on its the books with respect thereto; (f) vi. comply in all material respects with all applicable Laws; andlaws, rules and regulations of all governmental authorities including, without limitation, the rules and regulations of the FCC, the violation of which might reasonably be expected to have a material adverse effect on the business, properties, financial condition or results of operations of the Company or such Subsidiary; (g) vii. maintain true and proper books of record and account that fairly present its financial condition and results of operations and make provisions on its financial statements for all such proper reserves as in each case are required in accordance with GAAPgenerally accepted accounting principles, consistently applied; viii. use reasonable efforts to consummate the acquisition of each of the Pending Acquisitions Stations in an expedient manner pursuant to the terms of the applicable purchase agreement; and ix. use best efforts to cause the Company's holders of stock options (which such options are granted pursuant to the 1996 Equity Incentive Plan or any prior or future plan or grant) to enter into an agreement to be bound by the provisions of Section 3 (restrictions on transfer) and Section 6 (drag along rights) of the Stockholders Agreement.

Business Maintenance. The Company will, and will cause each of its Subsidiaries to: (a) at all times cause to be done all things necessary to maintain, preserve and renew its corporate existence and good standing in the jurisdiction of its incorporation, to qualify and to remain qualified as a foreign corporation in each jurisdiction in which such qualification is required, except where the failure to be so qualified would not have a Materially Adverse Effect, and will use its reasonable best efforts to maintain, preserve and renew all material contracts, licenses, authorizations and permits necessary to the conduct of its businesses;business, including, without limitation, all authorizations of state departments of insurance or other insurance regulatory agencies (including Applicable Insurance Regulatory Authority), except where the failure to maintain, preserve or renew such licenses, authorizations and permits would not be material to the business, properties, financial condition or results of operation (b) maintain and keep its properties that are used in, or that are useful in and necessary to and material to, its businesses business in good repair, working order and conditioncondition in all material respects, and from time to time make all such necessary or desirable repairs, renewals and replacements, so that its businesses may be properly and advantageously conducted in all respects at all times in times, except where the failure to so maintain, keep, repair, renew or replace such properties would not be material to the business, properties, financial condition or results of operations of the Company and its Subsidiaries considered as a manner consistent with the Company's past practiceswhole; (c) apply for and continue in force with good and responsible insurance companies insurance policies (including self-insurance retention plans consistent with past practices) with financially sound and reputable insurance companies covering risks of such types and covering casualties, risks and contingencies of in such types and in amounts not less than as are customary for prudent corporations of similar size engaged in similar lines of business, provided, that the Company and its Subsidiaries may self-insure in accordance with good business under similar circumstancespractice; (d) pay and discharge when payable all Taxestaxes, assessments and governmental charges imposed upon its properties or upon the income or profits therefrom (in each case before the same becomes delinquent and before penalties accrue thereon) and all material claims for labor, materials or supplies that if unpaid might by law become a lien Lien upon any of its property, unless and to the extent that (i) the same are being contested in good faith and by appropriate proceedings and adequate reserves (as determined in accordance with GAAP) have been established on its books with respect theretothereto or (ii) such failure to pay or discharge does not have, and cannot reasonably be expected to have, a material adverse effect upon the business, properties, financial condition or results of operations of the Company and its Subsidiaries considered as a whole; (e) comply with all other obligations that it incurs pursuant to any material contract or agreement, whether oral or written, express or implied, as such obligations become due, unless and to the extent that the same are being contested in good faith and by appropriate proceedings and adequate reserves (as determined in accordance with GAAP) have been established on its books with respect thereto, or unless and to the extent that any breach of such contract or agreement would not have a material adverse effect on the business, properties, financial condition or results of operations of the Company and its Subsidiaries considered as a whole; (f) comply in all material respects with all applicable Lawslaws, rules and regulations of all governmental authorities including, without limitation, the rules and regulations of any insurance regulatory agencies having jurisdiction over the Company or any of its Subsidiaries, the violation of which might reasonably be expected to have a material adverse effect on the business, properties, financial condition or results of operations of the Company and its Subsidiaries considered as a whole; and (g) maintain true and proper books of record and account that fairly present its financial condition and results of operations and make provisions on its financial statements for all such proper reserves as in each case are required in accordance with GAAPGAAP or, as applicable, in accordance with SAP.