Common use of Conduct and Preservation of Business Clause in Contracts

Conduct and Preservation of Business. The Company and each of the Shareholders covenant that, except as contemplated by this Agreement, during the period from the date of this Agreement to the Closing Date, the Company shall (i) conduct its business in the usual manner and not enter into any transactions outside the ordinary course of business; (ii) use its best efforts to maintain, preserve and protect its properties and assets and the Business, including, without limitation, to preserve its relationship with its employees, independent contractors, suppliers and customers and to preserve its goodwill; (iii) comply with all laws, ordinances, rules, regulations and orders applicable to its business; (iv) continue to maintain and service the physical assets used in the conduct of the Business in the same manner as has been its consistent past practice; (v) not declare; set aside or pay any dividend or make any distribution on any shares of its capital stock (whether in cash or in kind), or redeem, purchase or otherwise acquire any shares of its capital stock; (vi) not take any action or omit to take any action which would result in the inaccuracy of any of the Company's or the Shareholders' representations and warranties set forth herein if such representations or warranties were to be made immediately after the occurrence of such act or omission; (vii) properly maintain and repair all real and personal property owned or leased by the Company or the Shareholders and used in the business of the Company, so that such property at Closing is in the same condition as normally maintained by the Company; (viii) use its prudent business efforts to have in effect and maintain at all times all insurance of the kind, in the amount and with the insurers set forth on the Disclosure Schedule hereto or equivalent insurance; (ix) refrain from granting any irrevocable powers of attorney or comparable delegations of authority; (x) refrain from taking any action that would constitute, or fail to take any action that would prevent, a breach of or a default under any agreement, contract or understanding to which the Company is a party; (xi) use its prudent business efforts to preserve all Permits; (xii) perform all obligations required to be performed by it under any Contracts; and (xiii) not enter into any collective bargaining agreement or other contract or agreement (or any amendment or modification thereto) with any labor union without the prior written consent of ViaSource. Without limiting the foregoing, the Company and each of the Shareholders covenant that until the Closing Date or termination of this Agreement, except as set forth on the Disclosure Schedule, the Company will not change the compensation of any of its respective directors, officers, employees, independent contractors or consultants, or enter into any employment, severance or other agreement with any of such persons, except in the ordinary course of business.

Conduct and Preservation of Business. The Company and each of the Shareholders covenant that, except (1) Except as contemplated by 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: (1) make any material change in the ongoing operations of the Station; (2) incur, guarantee or assume any indebtedness for borrowed money in respect of the Assets; (3) mortgage or pledge any of the Assets to any person, or create or suffer to exist any Encumbrance thereupon, other than the Permitted Encumbrances; (4) sell, lease, transfer or otherwise dispose of, directly or indirectly, any material part of the Assets; (5) amend, modify or change any existing material lease, contract, FCC License or agreement relating to the Assets; (6) permit any current insurance or reinsurance policies to be canceled or terminated or any of the coverage thereunder to lapse if such policy covers Assets, or insures risk, 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; (7) 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 Date, the Company shall (i) conduct its business in the usual manner and not enter into any transactions outside the ordinary course of business; (ii) use its best efforts to maintain, preserve and protect its properties and assets and the Business, including, without limitation, to preserve its relationship with its employees, independent contractors, suppliers and customers and to preserve its goodwill; (iii) comply with all laws, ordinances, rules, regulations and orders applicable to its business; (iv) continue to maintain and service the physical assets used in the conduct of the Business in the same manner as has been its consistent past practice; (v) not declare; set aside or pay any dividend would or make any distribution on any shares of its capital stock (whether in cash or in kind), or redeem, purchase or otherwise acquire any shares of its capital stock; (vi) not take any action or omit to take any action which would might result in the inaccuracy of any of the Company's or the Shareholders' representations and warranties conditions set forth herein if such representations or warranties were in this Agreement not being satisfied; (8) allow any Assumed Contract to be made immediately after terminated or to be materially modified prior to the occurrence of such act or omission; (vii) properly maintain and repair all real and personal property owned or leased by the Company or the Shareholders and used in the business full term of the Companycontract; or (9) authorize or propose, so that such property at Closing is or agree in the same condition as normally maintained by the Company; (viii) use its prudent business efforts writing or otherwise to have in effect and maintain at all times all insurance take, any of the kind, actions described in the amount and with the insurers set forth on the Disclosure Schedule hereto or equivalent insurance; (ix) refrain from granting any irrevocable powers of attorney or comparable delegations of authority; (x) refrain from taking any action that would constitute, or fail to take any action that would prevent, a breach of or a default under any agreement, contract or understanding to which the Company is a party; (xi) use its prudent business efforts to preserve all Permits; (xii) perform all obligations required to be performed by it under any Contracts; and (xiii) not enter into any collective bargaining agreement or other contract or agreement (or any amendment or modification thereto) with any labor union without the prior written consent of ViaSource. Without limiting the foregoing, the Company and each of the Shareholders covenant that until the Closing Date or termination of this Agreement, except as set forth on the Disclosure Schedule, the Company will not change the compensation of any of its respective directors, officers, employees, independent contractors or consultants, or enter into any employment, severance or other agreement with any of such persons, except in the ordinary course of businessSection.

Conduct and Preservation of Business. The Company and each of the Shareholders Sellers covenant that, except as contemplated by this Agreement, during the period from the date of this Agreement to the Closing Date, the Company and each of its subsidiaries shall (i) conduct its business in the usual manner and not enter into any transactions outside the ordinary course of business; (ii) use its best efforts to maintain, preserve and protect its properties and assets and the Business, including, without limitation, to preserve its relationship with its employees, independent contractors, suppliers and customers and to preserve its goodwill; (iii) comply with all laws, ordinances, rules, regulations and orders applicable to its business; (iv) not cause or permit to occur any of the events or occurrences described in Section 6.11 (except as set forth on the Disclosure Schedule; (v) continue to maintain and service the physical assets used in the conduct of the Business in the same manner as has been its consistent past practice; (vvi) not declare; , set aside or pay any dividend or make any distribution on any shares of its capital stock (whether in cash or in kind), or redeem, purchase or otherwise acquire any shares of its capital stockstock (except as set forth on the Disclosure Schedule); (vivii) not take any action or omit to take any action which would result in the inaccuracy of any of the Company's or the ShareholdersSellers' representations and warranties set forth herein if such representations or warranties were to be made immediately after the occurrence of such act or omission; (viiviii) properly maintain and repair all real and personal property owned or leased by the Company or the Shareholders and used in the business of the Company, so that such property at Closing is in the same condition as normally maintained by the Company; (viiiix) use its prudent business efforts to have in effect and maintain at all times all insurance of the kind, in the amount and with the insurers set forth on the Disclosure Schedule hereto or equivalent insurance; (ixx) refrain from granting any irrevocable powers of attorney or comparable delegations of authority; (x) refrain from taking any action that would constitute, or fail to take any action that would prevent, a breach of or a default under any agreement, contract or understanding to which the Company is a party; (xi) use its prudent business efforts to preserve all Permits; (xii) perform all obligations required to be performed by it under any Contracts; and (xiii) not enter into any collective bargaining agreement or other contract or agreement (or any amendment or modification thereto) with any labor union without the prior written consent of ViaSource. Without limiting the foregoing, the Company and each of the Shareholders covenant that until the Closing Date or termination of this Agreement, except as set forth on the Disclosure Schedule, the Company will not change the compensation of any of its respective directors, officers, employees, independent contractors or consultants, or enter into any employment, severance or other agreement with any of such persons, except in the ordinary course of business.of

Conduct and Preservation of Business. The Company Seller and each of the Shareholders Stockholders covenant that, except as contemplated by this Agreement, during the period from the date of this Agreement to the Closing Date, the Company Seller shall (i) conduct its business in the usual manner and not enter into any transactions outside the ordinary course of business; (ii) use its best efforts to maintain, preserve and protect its properties and assets and the Business, including, without limitation, to preserve its relationship with its employees, independent contractors, suppliers and customers and to preserve its goodwill; (iii) comply with all laws, ordinances, rules, regulations and orders applicable to its business; (iv) not cause or permit to occur any of the events or occurrences described in Section 3.13 (except as set forth on the Disclosure Schedule); (v) continue to maintain and service the physical assets used in the conduct of the Business in the same manner as has been its consistent past practice; (vvi) not declare; , set aside or pay any dividend or make any distribution on any shares of its capital stock (whether in cash or in kind), or redeem, purchase or otherwise acquire any shares of its capital stock; (vivii) not take any action or omit to take any action which would result in the inaccuracy of any of the CompanySeller's or either of the ShareholdersStockholders' representations and warranties set forth herein if such representations or warranties were to be made immediately after the occurrence of such act or omission; (viiviii) properly maintain and repair all real and personal property owned or leased by the Company Seller or the Shareholders and used in the business of the CompanySeller, so that such property at Closing is in the same condition as normally maintained by the Company; (viii) use its prudent business efforts to have in effect and maintain at all times all insurance of the kind, in the amount and with the insurers set forth on the Disclosure Schedule hereto or equivalent insurance; (ix) refrain from granting any irrevocable powers of attorney or comparable delegations of authority; (x) refrain from taking any action that would constitute, or fail to take any action that would prevent, a breach of or a default under any agreement, contract or understanding to which the Company is a party; (xi) use its prudent business efforts to preserve all Permits; (xii) perform all obligations required to be performed by it under any Contracts; and (xiii) not enter into any collective bargaining agreement or other contract or agreement (or any amendment or modification thereto) with any labor union without the prior written consent of ViaSource. Without limiting the foregoing, the Company and each of the Shareholders covenant that until the Closing Date or termination of this Agreement, except as set forth on the Disclosure Schedule, the Company will not change the compensation of any of its respective directors, officers, employees, independent contractors or consultants, or enter into any employment, severance or other agreement with any of such persons, except in the ordinary course of business.same

Conduct and Preservation of Business. The Each Company and each of the Shareholders covenant that, except as contemplated by this Agreement, during the period from the date of this Agreement to the Closing Date, the each Company shall (i) conduct its business in the usual manner and not enter into any transactions outside the ordinary course of business; (ii) use its best efforts to maintain, preserve and protect its properties and assets and the Business, including, without limitation, to preserve its relationship with its employees, independent contractors, suppliers and customers and to preserve its goodwill; (iii) comply with all laws, ordinances, rules, regulations and orders applicable to its business; (iv) continue to maintain and service the physical assets used in the conduct of the Business in the same manner as has been its consistent past practice; (v) not declare; set aside or pay any dividend or make any distribution on any shares of its capital stock (whether in cash or in kind), or redeem, purchase or otherwise acquire any shares of its capital stock; (vi) not take any action or omit to take any action which would result in the inaccuracy of any of the Company's Companys' or the Shareholders' representations and warranties set forth herein if such representations or warranties were to be made immediately after the occurrence of such act or omission; (vii) properly maintain and repair all real and personal property owned or leased by the either Company or the Shareholders and used in the business of the either Company, so that such property at Closing is in the same condition as normally maintained by the such Company; (viii) use its prudent business efforts to have in effect and maintain at all times all insurance of the kind, in the amount and with the insurers set forth on the Disclosure Schedule 3.18 hereto or equivalent insurance; (ix) refrain from granting any irrevocable powers of attorney or comparable delegations of authority; (x) refrain from taking any action that would constitute, or fail to take any action that would prevent, a breach of or a default under any agreement, contract or understanding to which the either Company is a party; (xi) use its prudent business efforts to preserve all Permits; (xii) perform all obligations required to be performed by it under any Contracts; and (xiii) not enter into any collective bargaining agreement or other contract or agreement (or any amendment or modification thereto) with any labor union without the prior written consent of ViaSource and (xiv) make any distributions in accordance with the provisions of Section 1.1(f) hereof without providing prior notification to ViaSource. Without limiting the foregoing, the each Company and each of the Shareholders covenant that until the Closing Date or termination of this Agreement, except as set forth on the Disclosure ScheduleSchedule 3.22 or Schedule 3.29 hereto, the neither Company will not change the compensation of any of its respective directors, officers, employees, independent contractors or consultants, or enter into any employment, severance or other agreement with any of such persons, except in the ordinary course of business.

Conduct and Preservation of Business. The Company and each of the Shareholders covenant that, except Except as contemplated by this Agreement, or as described on Disclosure Schedule 5.2, during the period from the date of this Agreement to the Closing Date, the Company Seller shall (i) conduct its business the Business in the usual manner and not enter into any transactions outside the ordinary course of businessbusiness (it being understood that Seller may dispose of the Excluded Assets and take all necessary actions in connection therewith); (ii) use maintain its best efforts Inventory supplies at levels consistent with past practices (which shall mean, with respect to maintainpaper, preserve and protect its properties and assets and the Business, including, without limitation, to preserve its relationship with its employees, independent contractors, suppliers and customers and to preserve its goodwillsupplies approximately sufficient for one (1) month); (iii) comply with all laws, ordinances, rules, regulations not cause or permit to occur any of the events or occurrences described in Section 3.4 and orders applicable to its business; (iv) continue exercise all Reasonable Efforts to maintain (x) the goodwill and service the physical assets used in the conduct going concern value of the Business in the same manner as has been its consistent past practice; (v) not declare; set aside or pay any dividend or make any distribution on any shares of its capital stock (whether in cash or in kind), or redeem, purchase or otherwise acquire any shares of its capital stock; (vi) not take any action or omit to take any action which would result in the inaccuracy of any of the Company's or the Shareholders' representations and warranties set forth herein if such representations or warranties were to be made immediately after the occurrence of such act or omission; (vii) properly maintain and repair all real and personal property owned or leased by the Company or the Shareholders and used in the business of the Company, so that such property at Closing is in the same condition as normally maintained by the Company; (viii) use its prudent business efforts to have in effect and maintain at all times all insurance of the kind, in the amount and with the insurers set forth on the Disclosure Schedule hereto or equivalent insurance; (ix) refrain from granting any irrevocable powers of attorney or comparable delegations of authority; (x) refrain from taking any action that would constitute, or fail to take any action that would prevent, a breach of or a default under any agreement, contract or understanding to which the Company is a party; (xi) use its prudent business efforts to preserve all Permits; (xii) perform all obligations required to be performed by it under any Contracts; and (xiiiy) not enter into any collective bargaining agreement or other contract or agreement (or any amendment or modification thereto) the Business's relationship with any labor union without the prior written consent of ViaSourceits customers, vendors and employees. Without limiting the generality of the foregoing, Seller shall not delay or accelerate the Company and each collection of accounts receivable, delay or accelerate its payments of accounts payable or otherwise change its handling of working capital items (including any of the Shareholders covenant changes contemplated by Section 3.1(j), (k), (l), (m), (n) or (o)). Each party shall promptly notify the other of any action, suit or proceeding that until shall be instituted or threatened against such party to restrain, prohibit or otherwise challenge the legality of any transaction contemplated by this Agreement. During the period from the date hereof through the Closing Date Date, Seller will notify Buyer of (i) any Material Adverse Effect, (ii) any lawsuit, claim, proceeding or termination investigation that is threatened, brought, asserted or commenced against Seller which would have been listed in Disclosure Schedule 3.11 if such lawsuit, claim, proceeding or investigation had arisen prior to the date hereof, (iii) any notice or other communication from any third Person alleging that the consent of such third Person is or may be required in connection with the transactions contemplated by this Agreement, except as set forth on the Disclosure Schedule(iv) any material default under any Assumed Contract (it being understood that any such determination shall be made without regard to any applicable notice or lapse of time provisions) and (v) any material change in accounts payable, the Company will not change the compensation of any of its respective directors, officers, employees, independent contractors or consultants, or enter into any employment, severance accounts receivable or other agreement with any working capital items of such persons, except in the ordinary course of businessSeller.