Common use of Conduct of Business in the Ordinary Course Clause in Contracts

Conduct of Business in the Ordinary Course. As of the date hereof, except as set forth in Schedule 3.6 hereto, the business of the Stations since the TVL Acquisition Date has been conducted in the ordinary course of business and LIN has not: (a) amended or terminated any contract or agreement which relates to the operation of the Stations, except in the ordinary course of business; (b) increased the compensation paid or payable to any of the Employees, except in the ordinary course of business; (c) received any notice from any of the sponsors of either Station as to such sponsor's intention not to conduct further business with such Station where the result of such failure to conduct business could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (d) suffered any period of four (4) consecutive days or more during which either Station was off the air for any reason; (e) suffered any period of fifteen (15) consecutive days or more during with either Station operated at substantially reduced power; (f) accelerated the collection of Accounts Receivable; (g) made any sale, assignment, lease or other transfer of any of the Assets other than obsolete assets no longer used in the operation of the Stations or other assets sold or disposed of in the normal and usual course of business with suitable replacements being obtained therefore; (h) suffered any extraordinary losses (whether or not covered by insurance) with respect to either Station, waived any extraordinary rights of value with respect to either Station or canceled any Debts owed to or claims held by LIN with respect to the Stations, except in the ordinary course of business; (i) suffered any material write-down of the value of any of the assets of either Operating Seller or License Seller or any material write-off as uncollectible of any of the accounts receivable of either License Seller or Operating Seller, except in the ordinary course of business; (j) suffered any material change in the financial condition of the License Seller or Operating Seller; or (k) incurred any liabilities or obligations other than liabilities and obligations incurred in the ordinary course of business and consistent with past practices.

Conduct of Business in the Ordinary Course. As Except for action taken in the ordinary and proper course of effecting or preparing for the transfer of the date hereof, ABB Ltd Post-Settlement Closing Transferred Assets to the JC and except as set forth in Schedule 3.6 may otherwise expressly be provided for herein, ABB Ltd undertakes that, to the extent that any member of the ABB Ltd Group exerts relevant management control over the Post-Settlement Closing Transferred Assets, from the date of this Agreement until the transfer of such ABB Ltd Post-Settlement Closing Transferred Assets to the JC pursuant hereto, (a) such Assets, and the business of the Stations since the TVL Acquisition Date has been activities involved therewith shall be maintained and conducted in the ordinary and proper course of business on sound commercial principles consistent with those applied during the period of two (2) years -65- preceding the relevant transfer, and LIN has not(b) (without limitation of the foregoing), without the prior consent of ALSTOM, no member of the ABB Ltd Group shall, with respect to any ABB Ltd Transferred Companies included in the ABB Ltd Post-Settlement Closing Transferred Assets: (ai) amended decide or terminated effect any contract share capital increase or agreement which relates decrease, issue or grant any share or other options or make any issue of debentures or other securities; (ii) declare or pay any dividends or other distributions; (iii) directly or indirectly make any material (in relation to the operation such ABB Ltd Transferred Company) acquisitions or divestitures of the Stations, except shares or other Assets; (iv) enter into any Contracts (other than arm's-length Contracts in the ordinary course of business); (bv) increased enter into, terminate or materially vary any employment or employment related agreement or arrangement (other than the compensation paid or payable to any of the Employees, except in the ordinary course of business; (c) received any notice from any of the sponsors of either Station as to such sponsor's intention not to conduct further business with such Station where the result of such failure to conduct business could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (d) suffered any period of four (4) consecutive days or more during which either Station was off the air for any reason; (e) suffered any period of fifteen (15) consecutive days or more during with either Station operated at substantially reduced power; (f) accelerated the collection of Accounts Receivable; (g) made any sale, assignment, lease or other transfer renewal of any of the Assets other than obsolete assets no longer used such existing agreements or arrangements, and normal promotions and increases in the operation of the Stations or other assets sold or disposed of in the normal and usual course of business with suitable replacements being obtained therefore; (h) suffered any extraordinary losses (whether or not covered by insuranceremuneration) with respect to either Station, waived any extraordinary rights of value with respect to either Station directors or canceled any Debts owed to or claims held by LIN with respect to the Stations, except in the ordinary course of business; (i) suffered any material write-down of the value of any of the assets of either Operating Seller or License Seller or any material write-off as uncollectible of any of the accounts receivable of either License Seller or Operating Seller, except in the ordinary course of business; (j) suffered any material change in the financial condition of the License Seller or Operating Sellersenior officers; or (kvi) incurred commit to do any liabilities or obligations other than liabilities and obligations incurred of the matters described in the ordinary course of business and consistent with past practicesclauses (i) - (v), inclusive.

Conduct of Business in the Ordinary Course. As of Sellers shall cause the Company to conduct its business only in the ordinary course from the date hereofthereof through Closing. By way of amplification and not limitation, except as set forth in Schedule 3.6 heretootherwise provided herein, Sellers shall cause the business Company, without the prior written consent of Buyer, not to do any of the Stations since following except as permitted and contemplated by this Agreement: (i) borrow or agree to borrow any material amount of funds or incur any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), or guarantee or agree to guarantee any obligations of others, (ii) cancel any indebtedness owing to it or any claims that it might possess, waive any material rights of substantial value or sell, lease, encumber, transfer or otherwise dispose of, or agree to sell, lease, encumber, or otherwise dispose of its assets or permit any of its assets to be subjected to any mortgage, pledge, lien, security interest, encumbrance, restriction or charge of any kind, (iii) make any capital expenditure or commitment therefor, (iv) declare or pay any dividend or make any distribution on any shares of its capital stock (except as to the TVL Acquisition Date has been conducted 17.5 % per-tax profit bonus for the quarter ending 4/1/97) or redeem, purchase or otherwise acquire any shares of its capital stock or any option, warrant or other right to purchase or acquire any such shares, (v) increase its indebtedness for borrowed money or make any loan to any Person, (vi) write off as uncollectible any notes or accounts receivable, except write-offs in the ordinary course of business and LIN has not: charged to applicable reserves, (avii) amended make any material change in any method of accounting or terminated auditing practice, (viii) otherwise conduct its business or enter into any contract or agreement which relates to the operation of the Stationstransaction, except in the usual and ordinary course of business; manner, or (bix) increased the compensation paid agree, whether or payable not in writing, to do any of the Employees, except in the ordinary course of business; (c) received any notice from any of the sponsors of either Station as to such sponsor's intention not to conduct further business with such Station where the result of such failure to conduct business could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (d) suffered any period of four (4) consecutive days or more during which either Station was off the air for any reason; (e) suffered any period of fifteen (15) consecutive days or more during with either Station operated at substantially reduced power; (f) accelerated the collection of Accounts Receivable; (g) made any sale, assignment, lease or other transfer of any of the Assets other than obsolete assets no longer used in the operation of the Stations or other assets sold or disposed of in the normal and usual course of business with suitable replacements being obtained therefore; (h) suffered any extraordinary losses (whether or not covered by insurance) with respect to either Station, waived any extraordinary rights of value with respect to either Station or canceled any Debts owed to or claims held by LIN with respect to the Stations, except in the ordinary course of business; (i) suffered any material write-down of the value of any of the assets of either Operating Seller or License Seller or any material write-off as uncollectible of any of the accounts receivable of either License Seller or Operating Seller, except in the ordinary course of business; (j) suffered any material change in the financial condition of the License Seller or Operating Seller; or (k) incurred any liabilities or obligations other than liabilities and obligations incurred in the ordinary course of business and consistent with past practicesforegoing.

Conduct of Business in the Ordinary Course. As Since the date of the date hereofYear-End Financial Statements, and except as set forth disclosed in Schedule 3.6 hereto, the business Section 4.11 of the Stations since the TVL Acquisition Date has been conducted in the ordinary course of business and LIN Disclosure Letter, Seller has not: (a) amended incurred, assumed or terminated guaranteed any contract obligation or agreement which relates Liability (whether accrued, absolute, contingent or otherwise) in relation to the operation Business or affecting any of the StationsPurchased Assets, except for normal trade or business obligations incurred in the ordinary course Ordinary Course, none of businesswhich has had or will be material to the Business or Purchased Assets; (b) increased the compensation paid sold, assigned, transferred, leased or payable to otherwise disposed of any of the EmployeesPurchased Assets, except for the sale of Inventory in the ordinary course of businessOrdinary Course; (c) received transferred, assigned or granted any notice from license or sublicense of any of the sponsors of either Station as material rights with respect to such sponsor's intention not to conduct further business with such Station where the result of such failure to conduct business could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectany Intellectual Property; (d) suffered created any period Encumbrance upon any of four (4) consecutive days or more during which either Station was off the air for any reasonPurchased Assets, except the Permitted Encumbrances; (e) suffered entered into any period of fifteen (15) consecutive days transaction or more during with either Station operated at substantially reduced powerContract related to the Business or the Purchased Assets except in the Ordinary Course; (f) accelerated the collection of terminated or waived any rights or claims constituting a Purchased Asset, or cancelled or written-off Accounts Receivable, debts or other amounts payable to Seller related to the Business, except in Ordinary Course; (g) made materially modified, accelerated or terminated any saleAssumed Contract or Authorization, assignment, lease or other transfer of permitted any of the Assets other than obsolete assets no longer used in the operation of the Stations Authorization to lapse or other assets sold or disposed of in the normal and usual course of business with suitable replacements being obtained thereforeterminate; (h) suffered any extraordinary losses (whether or not covered by insurance) with respect to either Station, waived any extraordinary rights of value with respect to either Station or canceled any Debts owed to or claims held by LIN with respect to the Stations, except in the ordinary course of business; (i) suffered made any material write-down of the value of any of the assets of either Operating Seller the Business or License Seller or any material write-off as uncollectible of any of the accounts receivable of either License Seller or Operating SellerPurchased Assets (including Inventory), except in the ordinary course Ordinary Course; (i) suffered any material damage, destruction or loss, or any material interruption in use, of businessany Purchased Assets, whether or not covered by insurance; (j) suffered made any material change in the financial condition method of billing customers of the License Seller Business or Operating Sellerthe credit terms made available to customers of the Business; (k) made any material change with respect to any method of or accounting in respect of the Business; (l) increased any form of compensation or other benefits payable or to become payable to any of the Transferred Employees, including any increase of change pursuant to any Benefit Plan; or (km) incurred authorized, agreed or otherwise became committed to do any liabilities or obligations other than liabilities and obligations incurred in of the ordinary course of business and consistent with past practicesforegoing.