Common use of COMPANY'S AFFIRMATIVE COVENANTS Clause in Contracts

COMPANY'S AFFIRMATIVE COVENANTS. Prior to the Closing, except as otherwise expressly provided herein or approved in writing by Parent, Company shall: (a) Conduct its business only in the Ordinary Course of Company’s Business; (b) use commercially reasonable efforts to keep in full force and effect its corporate existence and all material rights, Company Permits, Company Intellectual Property rights and goodwill relating or pertaining to its businesses; (c) endeavor to retain its employees and preserve its present relationships with customers, suppliers, contractors, distributors and employees, and continue to compensate its employees consistent with past practices; (d) use commercially reasonable efforts to maintain the Company Intellectual Property rights so as not to affect adversely the validity or enforcement thereof; maintain its other assets in customary repair, order and condition and maintain insurance reasonably comparable to that in effect on the date of this Agreement; (e) maintain its books, accounts and records in substantial accordance with GAAP; (f) use commercially reasonable efforts to obtain all authorizations, consents, waivers, approvals or other actions and to make all filings and applications necessary or desirable to consummate the transactions contemplated hereby, and to cause the other conditions to Parent’s obligation to close to be satisfied; and (g) promptly notify Parent in writing if, prior to the consummation of the Closing, to its Knowledge, of any of the following: (i) that (A) any of the Fundamental Representations ceases to be accurate and complete, or (B) the other representations and warranties of the Company contained in Article IV ceases to be accurate and complete in all material respects; (ii) Company fails to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) any written notice or other written communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iv) any written notice or written other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; or (v) any Material Adverse Effect or any other fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have or result in, individually or in the aggregate, a material adverse effect on the Company or its assets, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by the Company hereunder not being materially true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions of Company hereunder to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.9 shall not limit or otherwise affect the remedies available hereunder to Parent; and (h) continue to perform under the Development Agreement.

COMPANY'S AFFIRMATIVE COVENANTS. Prior to From the date hereof through the Closing, except as unless otherwise expressly provided herein required or approved in writing permitted by Parentany other provision of this Agreement or any Related Agreement, the Company shallshall and shall cause the other Company Entities to: (ai) Conduct its in all material respects operate the business only of each of the Company Entities in the Ordinary Course ordinary course of Company’s Businessbusiness; (bii) use commercially reasonable efforts to keep in full force preserve the goodwill and effect its corporate existence business of the subscribers, customers, advertisers, employees, suppliers and all material rights, others having business relations with the Company Permits, Company Intellectual Property rights and goodwill relating or pertaining to its businessesEntities; (ciii) endeavor to retain its employees and preserve its present relationships with customers, suppliers, contractors, distributors and employees, and continue to compensate its employees construct Governmental Authority-required line extensions and otherwise construct and maintain cable plant for the Cable Systems in the ordinary course of business consistent with past practices, and deliver to Parent a copy of each Company Entity's monthly capital expenditures reports; (div) use commercially reasonable efforts maintain or enhance all casualty and liability insurance relating to maintain the business of each of the Company Intellectual Property rights so Entities as not to affect adversely the validity or enforcement thereof; maintain its other assets in customary repair, order and condition and maintain insurance reasonably comparable to that in effect on the date of this Agreement; (ev) maintain its booksfile with the FCC all material reports required to be filed under applicable FCC rules and regulations, accounts and records otherwise comply in substantial accordance all material respects with GAAPall Legal Requirements; (fvi) use commercially reasonable efforts promptly deliver to obtain all authorizations, consents, waivers, approvals Parent as they are available true and complete copies of each Company Entity's monthly unaudited operating statements and monthly subscriber or other actions and to make all filings and applications necessary or desirable to consummate the transactions contemplated hereby, and to cause the other conditions to Parent’s obligation to close to be satisfiedcustomer reports; and (gvii) promptly notify Parent in writing if, prior to the consummation of the Closing, to its Knowledge, of any of the following: (i) that (A) any circumstance, event or action by any Company Entity or otherwise, the existence, occurrence or taking, as applicable, of which would result in any of the Fundamental Representations ceases to be accurate and complete, or (B) the other representations and warranties of the Company contained in Article IV ceases to be accurate this Agreement (i) if specifically qualified by materiality, not being true and complete as so qualified, and (ii) if not qualified by materiality, not being true and correct in all material respects; , in each case when made or at the Closing, or (iiB) any failure of the Company fails to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) any written notice or other written communication from any Person alleging that prior to the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iv) any written notice or written other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; or (v) any Material Adverse Effect or any other fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have or result in, individually or in the aggregate, a material adverse effect on the Company or its assets, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by the Company hereunder not being materially true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions of Company hereunder to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.9 shall not limit or otherwise affect the remedies available hereunder to Parent; and (h) continue to perform under the Development AgreementClosing.