Common use of Conduct and Preservation of Business Clause in Contracts

Conduct and Preservation of Business. (a) Except actions or inactions of Purchaser pursuant to the TBA, or as expressly provided in this Agreement, during the period from the date hereof to the Closing, Seller shall not, without the prior written consent of Purchaser: (i) make any material change in the ongoing operations of the Station; (ii) incur, guarantee or assume any indebtedness for borrowed money in respect of the Assets, other than indebtedness to Purchaser, or in accordance with the Bridge Loan Agreement; (iii) mortgage or pledge any of the Assets to any person other than Purchaser, and other than in accordance with the Bridge Loan Agreement, or create or suffer to exist any Encumbrance thereupon, other than the Permitted Encumbrances and Encumbrances in favor of Purchaser, or in accordance with the Bridge Loan Agreement; (iv) sell, lease, transfer or otherwise dispose of, directly or indirectly, any material part of the Assets, other than in accordance with the Bridge Loan Agreement; (v) amend, modify or change any existing material lease, contract, FCC License or agreement relating to the Assets; (vi) permit any current insurance or reinsurance policies to be canceled or terminated or any of the coverages thereunder to lapse if such policy covers Assets, or insures risks, contingencies or liabilities of the Station, unless simultaneously with such cancellation, termination or lapse, replacement policies providing coverage equal to or greater than the coverage canceled, terminated or lapsed are in full force and effect and written copies thereof have been provided to Purchaser; (vii) take any action which would or might make any of the representations or warranties of Seller contained in this Agreement untrue or inaccurate as of any time from the date of this Agreement to the Closing or would or might result in any of the conditions set forth in this Agreement not being satisfied; (viii) allow any Assumed Contract to be terminated or to be materially modified prior to the full term of the contract; or (ix) authorize or propose, or agree in writing or otherwise to take, any of the actions described in this Section.

Conduct and Preservation of Business. (a) Except actions or inactions inaction of Purchaser Acquirer or its Affiliates pursuant to the TBA, or as expressly provided in this Agreement, during the period from the date hereof to the Closing, Seller the Company shall not, and Transferor shall not permit the Company to, without the prior written consent of PurchaserAcquirer: (i) make any material change in the ongoing operations of the Station; (ii) incur, guarantee or assume any indebtedness for borrowed money in respect of the AssetsStation, other than indebtedness to PurchaserAcquirer, or in accordance with the Bridge Loan Agreement; (iiiii) mortgage or pledge any of the Assets assets of the Company to any person other than PurchaserAcquirer, and other than in accordance with the Bridge Loan Agreement, or create or suffer to exist any Encumbrance thereupon, other than the Permitted Encumbrances and Encumbrances in favor of PurchaserAcquirer, or in accordance with the Bridge Loan Agreement; (iviii) sell, lease, transfer or otherwise dispose of, directly or indirectly, any material part of the Assetsassets of the Company, other than in accordance with the Bridge Loan Agreement; (viv) amend, modify or change any existing material lease, contract, FCC License or agreement relating to the AssetsStation; (vi) permit any current insurance or reinsurance policies to be canceled or terminated or any of the coverages thereunder to lapse if such policy covers Assets, or insures risks, contingencies or liabilities of the Station, unless simultaneously with such cancellation, termination or lapse, replacement policies providing coverage equal to or greater than the coverage canceled, terminated or lapsed are in full force and effect and written copies thereof have been provided to Purchaser; (viiv) take any action which would or might make any of the representations or warranties of Seller Transferor or the Company contained in this Agreement untrue or inaccurate as of any time from the date of this Agreement to the Closing or would or might result in any of the conditions set forth in this Agreement not being satisfied; (vi) issue or sell any of the capital stock of the Company, or grant or commit to grant any options, warrants or other rights to subscribe for, or purchase, or otherwise acquire, any shares of capital stock of the Company, or issue or commit to issue any securities convertible into or exchangeable for shares of capital stock of the Company; (vii) change or amend the Articles of Incorporation or Bylaws of the Company; (viii) allow any Assumed Contract material contract of the Company to be terminated or to be materially modified prior to the full term of the contract; or (ix) authorize or propose, or agree in writing or otherwise to take, any of the actions described in this Section.

Conduct and Preservation of Business. (a) Except actions or inactions of Purchaser pursuant to the TBALMA, or as expressly provided in this Agreement, during the period from the date hereof to the Closing, Seller the Company shall not, without the prior written consent of Purchaser: (i) make any material change in the ongoing operations of the Station; (ii) incur, guarantee or assume any indebtedness for borrowed money in respect of the AssetsStations, other than indebtedness to Purchaser, or in accordance with the Bridge Loan Agreement; (iiiii) mortgage or pledge any of the Assets to any person other than Purchaser, and other than in accordance with the Bridge Loan Agreement, or create or suffer to exist any Encumbrance thereupon, other than the Permitted Encumbrances and Encumbrances in favor of Purchaser, or in accordance with the Bridge Loan Agreement; (iviii) sell, lease, transfer or otherwise dispose of, directly or indirectly, any material part of the Assets, other than in accordance with the Bridge Loan Agreement; (viv) amend, modify or change any existing material lease, contract, FCC License or agreement relating to the Assets; (viv) permit amend, modify or change in any current insurance or reinsurance policies to be canceled or terminated or any way the terms of the coverages thereunder to lapse if such policy covers Assets, or insures risks, contingencies or liabilities of the Station, unless simultaneously with such cancellation, termination or lapse, replacement policies providing coverage equal to or greater than the coverage canceled, terminated or lapsed are in full force and effect and written copies thereof have been provided to PurchaserInitial Purchase Agreements; (viivi) take any action which would or might make any of the representations or warranties of Seller the Company or Sellers contained in this Agreement untrue or inaccurate as of any time from the date of this Agreement to the Closing or would or might result in any of the conditions set forth in this Agreement not being satisfied; (vii) issue or sell any of the capital stock of the Company, or grant or commit grant any options, warrants or other rights to subscribe for, or purchase, or otherwise acquire, any shares of capital stock of the Company, or issue or commit to issue any securities convertible into or exchangeable for shares of capital stock of the Company; (viii) allow any Assumed Contract to be terminated change or to be materially modified prior to amend the full term Certificate of Incorporation or Bylaws of the contractCompany; or (ix) authorize or propose, or agree in writing or otherwise to take, any of the actions described in this Section.

Conduct and Preservation of Business. (a) Except actions or inactions in the ordinary course of Purchaser pursuant to the TBAbusiness consistent with past practice, or as expressly provided in this Agreement, during the period from the date hereof to the Closing, the Company shall not, and Seller shall notnot permit the Company to, without the prior written consent of Purchaser: (i) make any material change in the ongoing operations of the Station; (ii) incur, guarantee or assume any indebtedness for borrowed money in respect of the Assets, other than indebtedness to Purchaser, or in accordance with the Bridge Loan Agreementmoney; (iiiii) mortgage or pledge any of the Assets to any person other than Purchaser, and other than in accordance with assets of the Bridge Loan Agreement, Company or create or suffer to exist any Encumbrance thereupon, other than the Permitted Encumbrances and Encumbrances in favor of Purchaser, or in accordance with the Bridge Loan Agreement; (iviii) sell, lease, transfer transfer, or otherwise dispose of, directly or indirectly, any material part of the Assets, other than in accordance with assets of the Bridge Loan AgreementCompany; (viv) amend, modify or change any existing material lease, contract, FCC License lease or agreement contract relating to purchase or the Assetsretail distribution or propane; (vi) permit any current insurance or reinsurance policies to be canceled or terminated or any of the coverages thereunder to lapse if such policy covers Assets, or insures risks, contingencies or liabilities of the Station, unless simultaneously with such cancellation, termination or lapse, replacement policies providing coverage equal to or greater than the coverage canceled, terminated or lapsed are in full force and effect and written copies thereof have been provided to Purchaser; (viiv) take any action which would or might make any of the representations or warranties of Seller Sellers or the Company contained in this Agreement untrue or inaccurate as of any time from the date of this Agreement to the Closing or would or might result in any of the conditions set forth in this Agreement not being satisfied; (vi) issue or sell any of capital stock of the Company, or grant or commit to grant any options, warrants or other rights to subscribe for, or purchase, or otherwise acquire, any shares of capital stock of the Company, or issue or commit to issue any securities convertible into or exchangeable for shares of capital stock of the Company; (vii) change or amend its Articles of Organization or Regulation of the Company; (viii) allow any Assumed Contract material contract of the Company to be terminated or to be materially modified prior to the full term of the contract; or (ix) authorize or propose, or agree in writing or otherwise to take, any of the actions described in this Section.

Conduct and Preservation of Business. (a) Except actions or inactions The Sellers agree with the Buyer that, except as contemplated by this Agreement, from the date hereof until the Closing Date, unless otherwise consented to by the Buyer in advance in writing, the Sellers will cause the Company and Subsidiary to conduct their businesses diligently, in the ordinary course and consistent with past practice. Without limiting the generality of Purchaser pursuant to the TBAforegoing, or and except as otherwise expressly provided in this AgreementAgreement or with the prior written consent of Buyer, during the period from the date hereof to the ClosingClosing Date, Seller shall not, without neither the prior written consent of PurchaserCompany nor Subsidiary will: (i) incur any obligations or liabilities for borrowed monies (whether absolute, accrued, contingent or otherwise and whether due or to become due) other than in the ordinary course of business and in accordance with past Company practices, except to the extent approved by the Buyer, or make any material change in the ongoing operations of the Stationloans, advances or capital contributions to, or investments in, any other person; (ii) incur, guarantee or assume permit any indebtedness for borrowed money change in respect of the Assets, other than indebtedness to Purchaserany accounting principles, or in accordance methods of application of said principles, or practices used by it, including but not limited to changes with the Bridge Loan Agreementrespect to collection of accounts receivable or payments of accounts payable; (iii) mortgage pay, discharge or pledge satisfy any claim, lien, encumbrance or liability (whether absolute, accrued, contingent or otherwise and whether due or to become due) except in the ordinary course of the Assets to any person other than Purchaser, and other than in accordance business consistent with the Bridge Loan Agreement, or create or suffer to exist any Encumbrance thereupon, other than the Permitted Encumbrances and Encumbrances in favor of Purchaser, or in accordance with the Bridge Loan Agreementpast practices; (iv) sellpermit or allow any of its properties or assets (whether real, leasepersonal or mixed, transfer tangible or intangible) to be mortgaged, pledged or subjected to any lien or encumbrance, or pledge or otherwise dispose of, directly or indirectly, any material part encumber shares of capital stock of the Assets, Company or interests in Subsidiary (other than in accordance with to the Bridge Loan Agreementextent of security interests already existing on or before the Closing Date, which shall be terminated following the Closing Date); (v) amendexcept as disclosed on Schedule 3.8(n), modify or change any existing material acquire, sell, lease, contractdistribute or dispose of any assets outside the ordinary course of business, FCC License including but not limited to any write-down of the value of any inventory, or agreement relating write-off as uncollectable any notes or accounts receivable or any portion thereof or cancel or release any debts or claims, or waive any rights of substantial value or sell, transfer or convey any of its properties or assets (whether real, personal or mixed, tangible or intangible); or incur any obligation(s) or liability(s) (absolute, contingent or otherwise) in an aggregate amount of more than Five Thousand Dollars ($5,000) with respect to the Assetsany single event or transaction or series of related events or transactions; (vi) permit enter into, adopt, amend or terminate any current insurance bonus, profit sharing, 401(k) plan, compensation, severance, termination, stock option, stock appreciation right, restricted stock, performance unit, parallel stock unit, stock equivalent, stock purchase agreement, pension, retirement, deferred compensation, employment, severance or reinsurance policies to be canceled other employee benefit agreement, trust, plan, fund or terminated other arrangement for the benefit or welfare of any director, officer, employee, member or stockholder, or increase in any manner the compensation or benefits of any director, officer, employee, member or stockholder or pay any benefits not required by any plan or arrangement as in effect as of the coverages thereunder to lapse if such policy covers Assets, or insures risks, contingencies or liabilities of the Station, unless simultaneously with such cancellation, termination or lapse, replacement policies providing coverage equal to or greater than the coverage canceled, terminated or lapsed are in full force and effect and written copies thereof have been provided to Purchaserdate hereof; (vii) take acquire (by merger, consolidation, or acquisition of stock or assets) any action which would corporation, partnership or might make other business organization or division thereof; (ii) authorize any capital expenditures or commitments in excess of $20,000 individually; (iii) settle any litigation for amounts in excess of $20,000; or (iv) enter into or amend any contract, agreement, commitment or arrangement with respect to any of the representations or warranties of Seller contained in this Agreement untrue or inaccurate as of any time from the date of this Agreement to the Closing or would or might result in any of the conditions set forth in this Agreement not being satisfiedforegoing; (viii) allow declare, pay or make, or set aside for payment or making, any Assumed Contract to be terminated dividend or to be materially modified prior to the full term other distribution (whether in cash, stock, or property or any combination thereof) in respect of the contract; orits capital stock or other securities, or split, combine or reclassify any shares of its capital stock, or directly or indirectly redeem, purchase or otherwise acquire any of its capital stock or other securities; (ix) authorize for issuance, issue, sell, deliver or proposeagree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any stock of any class or any other interest in the Company or Subsidiary; (x) pay, distribute, loan or advance any amount to or in respect of, or agree in writing sell, transfer or otherwise to takelease any properties or assets (whether real, personal or mixed, tangible or intangible) to, or enter into any agreement, arrangement or transaction with, any stockholder, member, any of the actions described officers or directors of the Company or Subsidiary, any affiliate or associate of any stockholder, or member of the Company or Subsidiary or any of their respective officers or directors, or any business or entity in which any stockholder, member or any affiliate or associate of any such persons has a direct or indirect interest, other than customary advances for reasonable business expenses made in the ordinary course of business; (xi) make any Tax election or settle or compromise any Tax liability, or terminate its Subchapter S status; (xii) amend, terminate or voluntarily suffer the termination of any material contract, lease, agreement or license, or fail to perform all of its obligations or suffer or permit any default to exist under, any such contract, lease, agreement or license; (xiii) amend the Articles of Incorporation or By-Laws of the Company or the Articles of Organization or Operating Agreement of the Subsidiary; (xiv) enter into any material contract or obligation or terminate or breach any such existing material contract or obligation without the express written consent of the Buyer; (xv) cause or permit Company or Subsidiary to accelerate or defer the collection of their receivables or payment of their obligations such that the timing and pattern of such collection and payment is substantially different than that which has existed during the two-year period immediately preceding the date of this Agreement; (xvi) cancel, waive or compromise any right or debt or obligation owed or due to it by any client, customer, employee, officer or other person or entity, other than in the ordinary course of business and in an amount of $5,000 or less; or (xvii) agree, whether in writing or otherwise, to take any action prohibited in this SectionSection 5.1. Subject to applicable law and the agreements set forth in Section 5.1(a), between the date hereof and the Closing Date, the Sellers will, during normal business hours and upon reasonable prior notice: give Buyer and its counsel, financial advisors, auditors and other authorized representatives reasonable access to all employees, landlords, suppliers, customers (provided that Ms. Allison or her designee is present during discussions with customxxx), xxxxxrs, plants, offices, warehouses and other facilities and to all books and records of the Company and Subsidiary; will permit Buyer and its counsel, financial advisors, auditors and other authorized representatives to make such inspections as Buyer may reasonably require; and will cause the officers of the Company and Subsidiary to furnish Buyer or its representatives with such financial and operating data and other information with respect to the business and properties of the Company and Subsidiary as Buyer may from time to time reasonably request. No investigation pursuant to this Section 5.1(b) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereunder. Sellers shall, during normal business hours and upon reasonable prior notice: cause the Company and Subsidiary to permit Buyer to meet with their employees, between the date hereof and the Closing Date, to discuss retention and other relevant issues pertaining to operations following Closing. Sellers will promptly notify Buyer if it learns or has reason to believe that any customer or client of Company or Subsidiary has terminated or is contemplating a termination of any contract or agreement with Company or Subsidiary or any other material change in its business relationship (including a significant change in fees or revenues paid by the client or customer to Company or Subsidiary) with Company or Subsidiary. Sellers will also immediately inform Buyer if they learn or have reason to believe any investigation or proceeding (legal or regulatory) is instituted or is being contemplated or threatened against Company or Subsidiary. Buyer will keep confidential and not divulge (except to its employees, counsel, accountants and other advisors who need to know such information in connection with this Agreement and who agree to keep confidential and not divulge, or as may be required by law or order of a court or regulatory agency or body) any confidential information obtained by it regarding the business and finances of the Company and Subsidiary; provided, however, that this prohibition will not include any information (i) known generally to the public, or (ii) accessible to third parties on an unrestricted basis. Sellers will cause Company and Subsidiary to not enter into any new contracts or agreements with any client or customer (or materially amend any existing such contracts or agreements) without Buyer's prior consent, not to be unreasonably withheld. Buyer shall promptly return all such confidential information to the Sellers if this Agreement is terminated.