Common use of Certain Developments Clause in Contracts

Certain Developments. Except as set forth on Schedule 4.6, during the period beginning on January 1, 2007 and ending on the Closing Date, Seller has not: (a) suffered any theft, damage, destruction or casualty loss to any Asset or 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 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 value 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 a Permitted Lien or any Lien for which Seller has delivered to Buyer an executed authorization for Buyer (or its lenders) to file all appropriate UCC termination statements); (f) delayed or postponed the payment of accounts payable or other Liabilities relating to the Business or the Assets outside the Ordinary Course; (g) entered into any employment contract or collective bargaining agreement relating to the Business or the Assets, written or oral, or modified the terms of any existing such contract or agreement; (h) adopted, amended, modified, or terminated any bonus, profit sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, employees or consultants engaged in any respect in the Business (or taken any such action with respect to any other Benefit Plan); (i) 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 any Tax claim 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 (l) agreed or committed to do any of the foregoing.

Certain Developments. Except as set forth on Schedule 4.6, during During the period beginning on January 1, 2007 the day after the date of the Latest Balance Sheets and ending on the Closing Datedate of this Agreement, Seller there has notnot 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 Asset material property or any portion of the Assets, 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 Asset or any portion of 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 its material value 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 Assetsassets, tangible or intangible (other than a Permitted Lien dispositions prior to the date of this Agreement, of obsolete or any Lien worn-out assets disposed of and replaced with assets of equal or greater value and utility if the assets disposed of were required for which Seller has delivered the operations of the Stations and the assignment of the Pre-TBA Receivables pursuant to Buyer an executed authorization for Buyer (or its lenders) to file all appropriate UCC termination statementsSection 1.4); (fc) delayed declared or postponed the made any payment or distribution of accounts payable cash or other Liabilities relating property to the Business its stockholders with respect to its Equity Securities or the Assets outside 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; (ge) entered into any employment contract other material transaction other than in the Ordinary Course, or collective bargaining agreement relating 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 Business or the Assets, written or oral, or modified the express terms of any existing such contract or agreement; (h) adopted, amended, modified, or terminated any bonus, profit sharing, incentive, severance, or other plan, contract, or commitment for Contract which is described on the benefit of any of its directors, officers, employees or consultants engaged in any respect in the Business (or taken any such action with respect to any other Benefit Planattached Schedule 2.11(a); (ig) 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 (lh) agreed or committed to do any of the foregoing.

Certain Developments. Except as set forth on Schedule 4.6, during the period beginning on January 1, 2007 2006 and ending on the Closing Date, Seller has not: (a) suffered any theft, damage, destruction or casualty loss to any Asset or 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 the Assets (other than dispositions of obsolete or worn-out Assets disposed of in the Ordinary Course and Course, dispositions of Assets which have been replaced with Assets of equal or greater value and utilityutility and dispositions of non-material amounts 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 AssetsAssumed 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 Business, the Assets or the Assets Assumed Liabilities involving more than $5,000 10,000 (individually or in the aggregate),; (e) imposed any Lien upon any of the Assets, tangible or intangible (other than a Permitted Lien or any Lien for which Seller has delivered to Buyer an executed authorization for Buyer (or its lenders) to file all appropriate UCC termination statements); (f) made any capital expenditure (or series of related capital expenditures) relating to the Business, the Assets or the Assumed Liabilities either involving more than $25,000 or outside the Ordinary Course; (g) 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 Business, the Assets or the Assets Assumed Liabilities outside the Ordinary Course; (gj) entered into any employment contract or collective bargaining agreement relating to the Business or the Assets, written or oral, or modified the terms of any existing such contract or agreement; (hk) adopted, amended, modified, or terminated any bonus, profit sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, employees or consultants engaged in any respect in the Business (or taken any such action with respect to any other Benefit Plan); (il) 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 any Tax claim or assessment or taken any position inconsistent with any past practice on any Tax Return; (jm) entered into any other transaction relating to the Business Business, the Assets or the Assets Assumed Liabilities other than in the Ordinary Course, or materially changed any material business practice relating to the Business; (kn) 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 as described on the attached Schedule 4.8(a): ); or (lo) agreed or committed to do any of the foregoing.

Certain Developments. Except as set forth on in Schedule 4.63.14, during and other than under this Agreement, since the period beginning on January date of the Latest Financial Statement through the date of this Agreement, the Company has not (1) incurred any material obligation or liability (absolute or contingent), 2007 other than current liabilities incurred, and ending on obligations under contracts entered into, in the Closing Dateordinary course of the Company's business; (2) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), Seller has not: other than liabilities shown in the Latest Financial Statement or current liabilities incurred in the ordinary course of the 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 Asset or any portion of the Assetsloss, or any substantial destruction of its books and records (in each case whether or not covered by insurance); , adversely affecting its assets or operations; (b6) sold, leased, assigned made or transferred suffered any Asset amendment or termination of any material contract or any portion agreement which adversely affects its operations; (7) received notice or had knowledge of the Assets (any labor trouble other than dispositions routine grievance matters, none of obsolete or worn-out Assets disposed of in which is material; (8) increased 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 value under the Assumed Contracts or relating to the Business, or the Assets; (d) accelerated, terminated, modified, or cancelled any Assumed Contract salaries 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 a Permitted Lien or any Lien for which Seller has delivered to Buyer an executed authorization for Buyer (or its lenders) to file all appropriate UCC termination statements); (f) delayed or postponed the payment of accounts payable or other Liabilities relating to the Business or the Assets outside the Ordinary Course; (g) entered into any employment contract or collective bargaining agreement relating to the Business or the Assets, written or oral, or modified the terms of any existing such contract or agreement; (h) adopted, amended, modified, or terminated any bonus, profit sharing, incentive, severance, or other plan, contract, or commitment for the benefit compensation of any of its directors, officers, officers or employees or consultants engaged made any increase in other benefits to which such directors, officers or employees may be entitled; (9) increased the consideration paid to any respect consultant or other contractor of the Company; (10) sold, assigned, transferred or otherwise disposed of any of its assets or canceled any debts or claims, other than in the Business ordinary course of the Company's business; (11) revalued any of its assets; (12) except as contemplated under this Agreement, amended or taken 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 action 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 equity securities, securities convertible into or exchangeable for its equity securities or warrants, options or other Benefit Plan); rights to acquire its equity securities, or any bonds or debt securities; (i16) made any Tax election, adopted gifts (other than incidental gifts of articles of nominal value) or changed charitable contributions in excess of $1,000 in the aggregate; (17) made any material change in accounting method for Tax purposes, filed any amended Tax Return, consented to principles or entered into any closing agreement or similar agreement with any Taxing Authority, consented to or settled or compromised any Tax claim or assessment or taken any position inconsistent with any past practice on any Tax Return; practices from those utilized in the preparation of the Latest Financial Statement; (j18) entered into any material transactions not in the ordinary course of the Company's business; or (19) experienced any other transaction relating change in the Company's assets, financial condition, operating results, customer, employee or supplier relations, business condition or prospects which is materially adverse 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 (l) agreed or committed to do any of the foregoingCompany.