Common use of Certain Developments Clause in Contracts

Certain Developments. During the period beginning on the day after the date of the Latest Balance Sheets and ending on the date of this Agreement, there has not been any Material Adverse Effect, and the Companies have conducted their business in the Ordinary Course. Without limiting the generality of the foregoing, during such period, none of the Companies has: (a) suffered any theft, damage, destruction or casualty loss to any material property or assets owned or used by it or any substantial destruction of its books and records (in each case whether or not covered by insurance); (b) sold, leased, assigned or transferred any of its material assets, tangible or intangible (other than dispositions prior to the date of this Agreement, of obsolete or worn-out assets disposed of and replaced with assets of equal or greater value and utility if the assets disposed of were required for the operations of the Stations and the assignment of the Pre-TBA Receivables pursuant to Section 1.4); (c) declared or made any payment or distribution of cash or other property to its stockholders with respect to its Equity Securities or purchased or redeemed any shares of its Equity Securities (including any warrants, options or other rights to acquire its Equity Securities); (d) suffered any material extraordinary loss or waived any rights of material value, whether or not in the Ordinary Course; (e) entered into any other material transaction other than in the Ordinary Course, or materially changed any material business practice; (f) made or granted any bonus or any wage, salary or compensation increase in excess of $5,000 per year to any employee or independent contractor, except pursuant to the express terms of any Contract which is described on the attached Schedule 2.11(a); (g) made any Tax election, adopted or changed any accounting method for Tax purposes, filed any amended Tax Return, consented to or entered into any closing agreement or similar agreement with any Taxing Authority, consented to or settled or compromised on any Tax Claim or assessment, or, taken any position inconsistent with any past practice on any Tax Return; or (h) agreed or committed to do any of the foregoing.

Certain Developments. During the period beginning on the day after Except as set forth in Schedule 3.14, and other than under this Agreement, since the date of the Latest Balance Sheets and ending on Financial Statement through the date of this Agreement, there the Company has not been (1) incurred any Material Adverse Effectmaterial obligation or liability (absolute or contingent), other than current liabilities incurred, and the Companies have conducted their business obligations under contracts entered into, in the Ordinary Course. Without limiting the generality ordinary course of the foregoingCompany's business; (2) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), during such period, none other than liabilities shown in the Latest Financial Statement or current liabilities incurred in the ordinary course of the Companies has: Company's business; (a3) mortgaged, pledged or subjected to lien, charge or other encumbrance any asset, tangible or intangible, other than the lien of current personal or real property taxes not yet due and payable; (4) waived any rights of substantial value, whether or not in the ordinary course of the Company's business; (5) suffered any theft, damage, destruction or casualty loss to any material property or assets owned or used by it or any substantial destruction of its books and records (in each case loss, whether or not covered by insurance); , adversely affecting its assets or operations; (b6) made or suffered any amendment or termination of any material contract or any agreement which adversely affects its operations; (7) received notice or had knowledge of any labor trouble other than routine grievance matters, none of which is material; (8) increased the salaries or other compensation of any of its directors, officers or employees or made any increase in other benefits to which such directors, officers or employees may be entitled; (9) increased the consideration paid to any consultant or other contractor of the Company; (10) sold, leasedassigned, assigned transferred or otherwise disposed of any of its assets or canceled any debts or claims, other than in the ordinary course of the Company's business; (11) revalued any of its assets; (12) except as contemplated under this Agreement, amended or terminated any existing employee benefit plan or arrangement, adopted any new employee benefit plan or arrangement or made any commitment or incurred any liability to any labor organization; (13) disclosed any confidential information possessed by the Company to any person other than RIMG or Newco, except under a confidentiality agreement prohibiting the use or further disclosure of such information, which agreement is identified in Schedule 3.6(d); (14) declared or paid any dividends with respect to any of the Company's capital stock, or redeemed or purchased, directly or indirectly, any shares of the Company's capital stock or options to purchase same; (15) except to the extent required under Company Options or Outstanding Warrants, issued, sold or transferred any of its material assetsequity securities, tangible securities convertible into or intangible (other than dispositions prior to the date of this Agreement, of obsolete exchangeable for its equity securities or worn-out assets disposed of and replaced with assets of equal or greater value and utility if the assets disposed of were required for the operations of the Stations and the assignment of the Pre-TBA Receivables pursuant to Section 1.4); (c) declared or made any payment or distribution of cash or other property to its stockholders with respect to its Equity Securities or purchased or redeemed any shares of its Equity Securities (including any warrants, options or other rights to acquire its Equity Securities); equity securities, or any bonds or debt securities; (d16) suffered made any gifts (other than incidental gifts of articles of nominal value) or charitable contributions in excess of $1,000 in the aggregate; (17) made any material extraordinary loss change in accounting principles or waived any rights of material value, whether or not practices from those utilized in the Ordinary Course; preparation of the Latest Financial Statement; (e18) entered into any other material transaction other than transactions not in the Ordinary Courseordinary course of the Company's business; or (19) experienced any other change in the Company's assets, or materially changed any material business practice; (f) made or granted any bonus or any wagefinancial condition, salary or compensation increase in excess of $5,000 per year to any operating results, customer, employee or independent contractorsupplier relations, except pursuant business condition or prospects which is materially adverse to the express terms of any Contract which is described on the attached Schedule 2.11(a); (g) made any Tax election, adopted or changed any accounting method for Tax purposes, filed any amended Tax Return, consented to or entered into any closing agreement or similar agreement with any Taxing Authority, consented to or settled or compromised on any Tax Claim or assessment, or, taken any position inconsistent with any past practice on any Tax Return; or (h) agreed or committed to do any of the foregoingCompany.

Certain Developments. During Except as set forth on Schedule 4.6, during the period beginning on the day after the date of the Latest Balance Sheets January 1, 2006 and ending on the date of this AgreementClosing Date, there Seller has not been any Material Adverse Effect, and the Companies have conducted their business in the Ordinary Course. Without limiting the generality of the foregoing, during such period, none of the Companies hasnot: (a) suffered any theft, damage, destruction or casualty loss to any material property Asset or assets owned or used by it any portion of the Assets, or any substantial destruction of its books and records (in each case whether or not covered by insurance); (b) sold, leased, assigned or transferred any Asset or any portion of its the Assets (other than dispositions of obsolete or worn-out Assets disposed of in the Ordinary Course, dispositions of Assets which have been replaced with Assets of equal or greater value and utility and dispositions of non-material assetsamounts of Assets in the Ordinary Course); (c) waived any right of material value under the Assumed Contracts or relating to the Business, the Assets or the Assumed Liabilities; (d) accelerated, terminated, modified, or cancelled any Assumed Contract or other agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) relating to the Business, the Assets or the Assumed Liabilities involving more than $10,000 (individually or in the aggregate); (e) imposed any Lien upon any of the Assets, tangible or intangible (other than dispositions prior a Permitted Lien or any Lien for which Seller has delivered to the date of this Agreement, of obsolete Buyer an executed authorization for Buyer (or worn-out assets disposed of and replaced with assets of equal or greater value and utility if the assets disposed of were required for the operations of the Stations and the assignment of the Pre-TBA Receivables pursuant its lenders) to Section 1.4file all appropriate UCC termination statements); (cf) declared or made any payment capital expenditure (or distribution series of cash related capital expenditures) relating to the Business, the Assets or other property to its stockholders with respect to its Equity Securities the Assumed Liabilities either involving more than $25,000 or purchased or redeemed any shares of its Equity Securities (including any warrants, options or other rights to acquire its Equity Securities); (d) suffered any material extraordinary loss or waived any rights of material value, whether or not in outside the Ordinary Course; (eg) made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) relating to the Business, the Assets or the Assumed Liabilities, other than transactions with any Affiliate; (h) issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation relating to the Business, the Assets or the Assumed Liabilities; (i) delayed or postponed the payment of accounts payable or other Liabilities relating to the Business, the Assets or the Assumed Liabilities outside the Ordinary Course; (j) entered into any other material transaction other than in employment contract or collective bargaining agreement relating to the Ordinary CourseBusiness or the Assets, written or oral, or materially changed modified the terms of any material business practiceexisting such contract or agreement; (fk) made adopted, amended, modified, or granted terminated any bonus bonus, profit sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any wageof its directors, salary officers, employees or compensation increase consultants engaged in excess of $5,000 per year any respect in the Business (or taken any such action with respect to any employee or independent contractor, except pursuant to the express terms of any Contract which is described on the attached Schedule 2.11(aother Benefit Plan); (gl) made any Tax election, adopted or changed any accounting method for Tax purposes, filed any amended Tax Return, consented to or entered into any closing agreement or similar agreement with any Taxing Authority, consented to or settled or compromised on any Tax Claim claim or assessment, or, assessment or taken any position inconsistent with any past practice on any Tax Return; (m) entered into any other transaction relating to the Business, the Assets or the Assumed Liabilities other than in the Ordinary Course, or materially changed any material business practice relating to the Business; (n) made or granted any bonus or any wage, salary or compensation increase in excess of $5,000 per year to any employee or independent contractor engaged in any respect in the Business, except as described on the attached Schedule 4.8(a); or (ho) agreed or committed to do any of the foregoing.

Certain Developments. During Except as set forth on Schedule 4.6, during the period beginning on the day after the date of the Latest Balance Sheets January 1, 2007 and ending on the date of this AgreementClosing Date, there Seller has not been any Material Adverse Effect, and the Companies have conducted their business in the Ordinary Course. Without limiting the generality of the foregoing, during such period, none of the Companies hasnot: (a) suffered any theft, damage, destruction or casualty loss to any material property Asset or assets owned or used by it any portion of the Assets, or any substantial destruction of its books and records (in each case whether or not covered by insurance); (b) sold, leased, assigned or transferred any Asset or any portion of its the Assets (other than dispositions of obsolete or worn-out Assets disposed of in the Ordinary Course and dispositions of Assets which have been replaced with Assets of equal or greater value and utility); (c) waived any right of material assetsvalue under the Assumed Contracts or relating to the Business, or the Assets; (d) accelerated, terminated, modified, or cancelled any Assumed Contract or other agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) relating to the Business or the Assets involving more than $5,000 (individually or in the aggregate), (e) imposed any Lien upon any of the Assets, tangible or intangible (other than dispositions prior a Permitted Lien or any Lien for which Seller has delivered to the date of this Agreement, of obsolete Buyer an executed authorization for Buyer (or worn-out assets disposed of and replaced with assets of equal or greater value and utility if the assets disposed of were required for the operations of the Stations and the assignment of the Pre-TBA Receivables pursuant its lenders) to Section 1.4file all appropriate UCC termination statements); (cf) declared delayed or made any postponed the payment or distribution of cash accounts payable or other property Liabilities relating to its stockholders with respect to its Equity Securities the Business or purchased or redeemed any shares of its Equity Securities (including any warrants, options or other rights to acquire its Equity Securities); (d) suffered any material extraordinary loss or waived any rights of material value, whether or not in the Assets outside the Ordinary Course; (eg) entered into any other material transaction other than in employment contract or collective bargaining agreement relating to the Ordinary CourseBusiness or the Assets, written or oral, or materially changed modified the terms of any material business practiceexisting such contract or agreement; (fh) made adopted, amended, modified, or granted terminated any bonus bonus, profit sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any wageof its directors, salary officers, employees or compensation increase consultants engaged in excess of $5,000 per year any respect in the Business (or taken any such action with respect to any employee or independent contractor, except pursuant to the express terms of any Contract which is described on the attached Schedule 2.11(aother Benefit Plan); (gi) made any Tax election, adopted or changed any accounting method for Tax purposes, filed any amended Tax Return, consented to or entered into any closing agreement or similar agreement with any Taxing Authority, consented to or settled or compromised on any Tax Claim claim or assessment, or, assessment or taken any position inconsistent with any past practice on any Tax Return; ; (j) entered into any other transaction relating to the Business or the Assets other than in the Ordinary Course, or materially changed any material business practice relating to the Business; (k) made or granted any bonus or any wage, salary or compensation increase in excess of $5,000 per year to any employee or independent contractor engaged in any respect in the Business, except pursuant to the express terms of any Contract which is described on the attached Schedule 4.8(a): or (hl) agreed or committed to do any of the foregoing.