Common use of CONDUCT OF THE STATION'S BUSINESS PRIOR TO THE CLOSING DATE Clause in Contracts

CONDUCT OF THE STATION'S BUSINESS PRIOR TO THE CLOSING DATE. Seller covenants and agrees with Buyer that between the date hereof and the Closing Date, unless the Buyer otherwise agrees in writing (which agreement shall not be unreasonably withheld or delayed), and except as otherwise set forth in the LMA, Seller shall: (a) Use reasonable commercial efforts to maintain insurance upon all of the Sale Assets consistent with its practices for other stations; (b) Operate the Station and otherwise conduct its business in all material respects in accordance with the terms or conditions of its FCC Licenses, the Rules and Regulations, the Act and all other rules and regulations, statutes, ordinances and orders of all governmental authorities having jurisdiction over any aspect of the operation of the Station, except where the failure to so operate would not constitute a Material Adverse Condition on the Sale Assets or the operation of the Station or on the ability of Seller to consummate the transactions contemplated hereby; (c) Comply in all material respects with all Station Agreements Buyer is assuming now or hereafter existing; (d) Promptly notify Buyer of any default by, or claim of default against, any party under any Station Agreements Buyer is assuming and any event or condition which, with notice or lapse of time or both, would constitute an event of default under such Station Agreements; (e) Not mortgage, pledge or subject any of the Sale Assets to any Lien other than a Permitted Lien; (f) Not sell, lease or otherwise dispose of, nor agree to sell, lease or otherwise dispose of, any of the Sale Assets unless replaced with similar items of substantially equal or greater value and utility; (g) Not amend or terminate any Station Agreement; and (h) Notify Buyer of any complaints, investigations or any material litigation pending or threatened against the Station or any material damage to or destruction of any assets included or to be included in the Sale Assets.

CONDUCT OF THE STATION'S BUSINESS PRIOR TO THE CLOSING DATE. Seller covenants and agrees with Buyer that between from the date hereof and through the Closing Date, or the termination of this Agreement if earlier, and only with respect to Station and none of Seller's other business activities, unless the Buyer otherwise agrees consents in writing (which agreement consent shall not be unreasonably withheld withheld, delayed or delayedconditioned), and except as otherwise set forth in the LMA, Seller shall: (a) Use Operate the Station in the ordinary course of business consistent with past practices, including (i) incurring promotional expenses consistent with the amount currently budgeted, (ii) making capital expenditures prior to the Closing Date as are necessary to repair or replace assets that are damaged or destroyed, (iii) using commercially reasonable commercial efforts to preserve the Station's present business operations, organization and goodwill and its relationships with customers, employees, advertisers, suppliers and other contractors (including independent contractors providing on-air or production services) and to maintain insurance upon programming for the Station consistent in all material respects with the type and quantity of the Sale Assets consistent Station's programming as of the date hereof, and (iv) continuing the Station's usual and customary policy with respect to extending credit and collection of accounts receivable and the maintenance of its practices for other stationsfacilities and equipment; (b) Operate the Station and otherwise conduct its business in all material respects in accordance with the terms or conditions of its FCC Licenses, the Rules and RegulationsAct, the Act and all other rules and rules, regulations, statutes, ordinances laws and orders of all governmental authorities having jurisdiction over any aspect of the operation of the Station, except where the failure to so operate would not constitute a Material Adverse Condition on the Sale Assets or the operation of the Station or on the ability of Seller to consummate the transactions contemplated hereby; (c) Comply Maintain Seller's books and records in all material respects accordance with all Station Agreements Buyer is assuming now or hereafter existinggenerally accepted accounting principles on a basis consistent with prior periods; (d) Promptly notify Buyer in writing of any default by, or claim of default against, any party under any Station Agreements Buyer is assuming and any event or condition which, with notice or the lapse of time or both, would constitute an event of material default under such any of the Station AgreementsAgreements which are, individually or in the aggregate, material to the Sale Assets or the business, operations, financial condition or results of operations of the Station; (e) Not mortgageTimely comply in all material respects with the Station Agreements which are individually or in the aggregate, pledge or subject any of material to the Sale Assets to any Lien other than a Permitted Lienor the business, operations, financial condition or results of operations of the Station; (f) Not sell, lease lease, grant any rights in or to or otherwise dispose of, nor or agree to sell, lease or otherwise dispose of, any of the Sale Assets unless except for dispositions of assets that (i) are in the ordinary course of business consistent with past practice and (ii) if material, are replaced with by similar items assets of substantially equal or greater value and or utility; (g) Not amend, enter into, renew or extend any Trade Agreement that would cause the aggregate financial value (calculated at the Station's average cash advertising rate) of all time required to be broadcast on the Station on or after the Closing Date under Trade Agreements (including amendments, but excluding trade of up to One Hundred Thousand Dollars ($100,000.00) under the broadcast rights agreement Seller intends to enter into with the Orlando Magic) entered into after the date of this Agreement to exceed Fifty Thousand Dollars ($50,000.00); any personal property lease that would cause the aggregate rent required to be paid under personal property leases (including amendments) entered into after the date of this Agreement to exceed Fifty Thousand Dollars ($50,000.00); studio or office lease; antenna lease; network affiliation agreement; talent agreement; broadcast rights agreement with the Orlando Magic; or any agreement described in Section 3.7(b)(vii); (h) Subject to Section 5.22 regarding programming agreements, not enter into, amend, renew or extend any other employment contracts or other Station Agreements except on terms comparable to those of Station Agreements now in existence and otherwise in the ordinary course of business consistent with past practices; (i) Maintain its technical equipment currently in use in good operating condition and repair except for ordinary wear and tear; (j) Not increase in any manner the compensation (including severance pay or plans) or benefits of any employees, independent contractors, consultants or commission agents of Seller or the Station, except in the ordinary course of business consistent with past practice; (k) Not introduce any material change with respect to the operation of the Station including, without limitation, any material changes in the percentages of types of programming broadcast by the Station or any other material change in the Station's programming policies, except as required by law; (l) Not enter into any agreement relating to the Station (other than agreements that will be terminated prior to Closing) with any Affiliate of Seller; (m) Not voluntarily enter into any collective bargaining agreement applicable to any employees of the Station or otherwise voluntarily recognize any union as the bargaining representative of any such employees; and not enter into or amend any collective bargaining agreement applicable to any employees of the Station to provide that it shall be binding upon any "successor" employer or terminate such employees; (n) Not take or agree to take any Station action that would materially delay the consummation of the Closing as contemplated by this Agreement; and (ho) Notify Consult with Buyer regarding the extension or modification prior to Closing of any complaintscurrent programming, investigations the acquisition prior to Closing of new or any material litigation pending additional programming, and the terms and conditions of each such extension, modification or threatened against the Station or any material damage to or destruction of any assets included or to be included in the Sale Assetsacquisition.

CONDUCT OF THE STATION'S BUSINESS PRIOR TO THE CLOSING DATE. Subject ----------------------------------------------------------- to the terms and conditions of the LMA, Seller covenants and agrees with Buyer that between the date hereof and the Closing Date, unless the Buyer otherwise agrees in writing (which agreement shall not be unreasonably withheld or delayed), and except as otherwise set forth in the LMAwriting, Seller shall: (a) Use reasonable efforts to operate the Station in substantially the manner in which it is currently being operated: (b) Use reasonable commercial efforts to maintain insurance upon all of the tangible Sale Assets consistent in such amounts and of such kind comparable to that in effect on the date hereof with its practices for other stationsrespect to such Sale Assets and with respect to the operation of the Station, with insurers of substantially the same or better financial condition; (bc) Operate the Station and otherwise conduct its business in all material respects in accordance with the terms or conditions of its FCC Licenses, the Rules and Regulations, the Act and all other rules and regulations, statutes, ordinances and orders of all governmental authorities having jurisdiction over any aspect of the operation of the Station, except where the failure to so operate the Station would not constitute have a Material Adverse Condition material adverse effect on the Sale Assets or the operation of the Station or on the ability of Seller to consummate the transactions contemplated hereby; (cd) Comply in all material respects with all Station Agreements Buyer is assuming now or hereafter existingexisting which are material, individually or in the aggregate, to the operation of the Station; (de) Promptly notify Buyer of any material default by, or claim of default against, any party under any Station Agreements Buyer is assuming which are material, individually or in the aggregate, to the operation of the Station, and any event or condition which, with notice or lapse of time or both, would constitute an event of default under such Station Agreements; (ef) Not mortgage, pledge or subject to any Lien (except in the ordinary course of business) any of the Sale Assets to any Lien other than a Permitted LienAssets; (fg) Not sell, lease or otherwise dispose of, nor agree to sell, lease or otherwise dispose of, any of the Sale Assets Assets, except for dispositions in the ordinary course of business unless said assets are replaced with similar items assets of substantially equal or greater value equivalent condition and utilityfunctionality; (gh) Not acquire or lease any goods or services or enter into, amend or terminate any license, lease of real or personal property or any other Station Agreement; and, other than in the ordinary course of business; (hi) Notify Buyer of any complaints, investigations or any material litigation pending or threatened against the Station or Seller or any material damage to or destruction of any assets included or to be included in the Sale Assets.

CONDUCT OF THE STATION'S BUSINESS PRIOR TO THE CLOSING DATE. Seller covenants (a) Through the LMA Commencement Date. Connoisseur Sellers covenant and agrees agree with Buyer that between the date hereof and the Closing LMA Commencement Date, unless the Buyer otherwise agrees in writing (which agreement shall not be unreasonably withheld or delayedwithheld), and except as otherwise set forth in the LMA, Seller Connoisseur Sellers shall: (ai) Use except as set forth on Schedule 6.1(a)(i), take such actions as are reasonably within their control to operate the Stations in the ordinary and prudent course of business and in substantially the same manner in which they are currently being operated with the intent of preserving the ongoing operations and assets of the Stations, including using reasonable commercial efforts to maintain insurance upon all retain at the Stations the services of the Sale Assets consistent with its practices for other stationsContinuing Employees; (bii) Operate take such actions as are reasonably within their control to operate the Station Stations, maintain their assets and properties, and otherwise conduct its business in all material respects in accordance with the terms or and conditions of its the FCC Licenses, the Rules and Regulations, the Act and all other rules applicable Laws, and regulationsnot cause by any act, statutesor failure to act, ordinances and orders of all governmental authorities having jurisdiction over any aspect of the operation FCC Licenses to expire, be surrendered, adversely modified, or otherwise terminated, or the FCC to institute any proceedings not resolved prior to the Closing for the suspension, revocation or adverse modification of any of the StationFCC Licenses, except where or fail to prosecute with due diligence any pending applications to the failure to so operate would not constitute a Material Adverse Condition on the Sale Assets or the operation of the Station or on the ability of Seller to consummate the transactions contemplated herebyFCC; (ciii) Comply maintain the books and records of the Stations in Connoisseur Sellers' customary manner on a basis consistent with prior periods; (iv) use reasonable efforts to comply in all material respects with all Station Agreements Buyer is assuming now or hereafter existing; (dv) Promptly promptly notify Buyer of any default all defaults by, or claim claims of material default against, any party under any Station Agreements Buyer is assuming and any event Agreement which have or condition which, with notice would have a Material Adverse Change or lapse of time or both, would constitute an event of default under such Station AgreementsEffect; (evi) Not mortgagenot materially amend, pledge renew, materially modify or subject terminate any Contract which is listed on Schedule 3.9, other than in the ordinary course of business; (vii) notify Buyer of any material litigation pending or threatened in writing against any Station or any Seller insofar as the same relate to the Sale Assets or the Stations; (viii) use reasonable efforts to preserve (except with respect to the Headquarters Operations) the business organization of the Stations intact and preserve the goodwill of the Stations' suppliers, customers, and others having business relations with them; (ix) give prompt written notice to Buyer (A) if any Sale Assets shall have suffered damage on account of fire, explosion or other cause of any nature which is sufficient to prevent the operation of any Station as now operated or (B) if the regular broadcast transmission of any Station is interrupted or in any way materially impaired for a period of forty-eight (48) continuous hours or more; (x) deliver internally-prepared monthly balance sheets of Connoisseur Holdings on a consolidated basis and statements of income and cash flows of the Connoisseur Sellers to Buyer, within forty-five (45) days after the end of such month, solely for informational purposes; (xi) except as required by the applicable Law or written agreements currently in effect, or in the ordinary course of business, grant or agree to grant any general increases in the rates of salaries or wages payable to Continuing Employees of the Stations (provided that this clause (xi) shall not prevent any Seller from paying any bonus, whether nor not in the ordinary course of business); and (xii) not waive or release any material right relating to the business or operations of the Stations, except for adjustments or settlements made in the ordinary course of business consistent with their past practices. (b) Through the Closing Date. Subject to Section 2.9, from the date of this Agreement through the Closing (and thereafter, as provided in Section 6.1(b)(v)), unless the Buyer otherwise consents in writing, the Connoisseur Sellers will: (i) not cause or permit any Exclusive Employee to take or fail to take any action if the taking of, or failure to take, such action would cause any of the Sale Assets representations set forth in Article III hereof to be untrue in any Lien other than a Permitted Lienmaterial respect if it were remade on the Closing Date; (fii) Not maintain insurance upon the tangible Sale Assets in such amounts and of such kind in all material respects comparable to that in effect on the date hereof with respect to such Sale Assets, with insurers of substantially the same or better financial condition; (iii) not sell, lease or otherwise dispose ofof or remove from the premises of the Stations, nor agree to sell, lease or otherwise dispose of, any of the Sale Assets unless replaced with similar items which is equipment, except in the ordinary course of substantially equal or greater value and utilitybusiness; (giv) Not amend not apply to the FCC for any construction permit or terminate modification of license which would alter the Stations' present operation; (v) not, from the time of execution of this Agreement through a ninety (90) day period after the Closing Date, commence a voluntary case under any Station Agreementprovision of any Bankruptcy Law, or take any action to assist in or consent to the entry of an order for relief in an involuntary case under any such provision or consent to the appointment of or taking possession by receiver, or trustee or other custodian for all or a substantial part of its property; (vi) not amend, modify or waive any rights under the Contribution Agreements in any manner that adversely affects Buyer's rights; (vii) not transfer any of the FCC Licenses; and (hviii) Notify Buyer of any complaintsuse reasonable efforts to cooperate and not interfere with Buyer's efforts under the LMA to maintain the Station's present business organization, investigations or any material litigation pending or threatened against including the Station or any material damage to or destruction of any assets included or to be included in the Sale Assetspresent business operations, physical facilities, working conditions and employees and its present relationships with lessors, licensors, suppliers, customers, independent contractors and others having business relations with it.

CONDUCT OF THE STATION'S BUSINESS PRIOR TO THE CLOSING DATE. Subject to the terms and conditions of the LMA, Seller covenants and agrees with Buyer that between the date hereof Seller consummates the HAP Agreement and the Closing Date, unless the Buyer otherwise agrees in writing (which agreement shall not be unreasonably withheld or delayed), and except as otherwise set forth in the LMA, Seller shall: (a) Use reasonable commercial efforts to maintain insurance upon all of the tangible Sale Assets consistent in such amounts and of such kind comparable to that in effect on the date hereof with its practices for other stationsrespect to such Sale Assets and with respect to the operation of the Station, with insurers of substantially the same or better financial condition; (b) Operate the Station and otherwise conduct its business in all material respects in accordance with the terms or conditions of its FCC Licenses, the Rules and Regulations, the Act and all other rules and regulations, statutes, ordinances and orders of all governmental authorities having jurisdiction over any aspect of the operation of the Station, except where the failure to so operate the Station would not constitute have a Material Adverse Condition material adverse effect on the Sale Assets or the operation of the Station or on the ability of Seller to consummate the transactions contemplated hereby; (c) Comply in all material respects with all Station Agreements Buyer is assuming now or hereafter existingexisting which are material, individually or in the aggregate, to the operation of the Station; (d) Promptly notify Buyer of any material default by, or claim of default against, any party under any Station Agreements Buyer is assuming which are material, individually or in the aggregate, to the operation of the Station, and any event or condition which, with notice or lapse of time or both, would constitute an event of default under such Station Agreements; (e) Not mortgage, pledge or subject any of the Sale Assets to any Lien other than a Permitted LienLien (except in the ordinary course of business) any of the Sale Assets; (f) Not sell, lease or otherwise dispose of, nor agree to sell, lease or otherwise dispose of, any of the Sale Assets unless replaced with similar items Assets, except for dispositions in the ordinary course of substantially equal or greater value and utilitybusiness; (g) Not amend or terminate any Station Agreement; and, other than in the ordinary course of business; (h) Not introduce any material change with respect to the operation of the Station including, without limitation, any material changes in the broadcast hours of the Station or any other material change in the Station's programming policies, except such changes as in the sole discretion of Seller, exercised in good faith after consultation with Buyer, are required by the public interest; (i) Notify Buyer of any complaints, investigations or any material litigation pending or threatened against the Station or any material damage to or destruction of any assets included or to be included in the Sale AssetsAssets of which Seller receives actual knowledge.

CONDUCT OF THE STATION'S BUSINESS PRIOR TO THE CLOSING DATE. Subject to the terms and conditions of the LMA, Seller covenants and agrees with Buyer that between the date hereof and the Closing Date, unless the Buyer otherwise agrees in writing (which agreement shall not be unreasonably withheld or delayed), and except as otherwise set forth in the LMA, Seller shall: (a) Use reasonable commercial efforts to maintain insurance upon all of the tangible Sale Assets consistent in such amounts and of such kind comparable to that in effect on the date hereof with its practices for other stationsrespect to such Sale Assets and with respect to the operation of the Station, with insurers of substantially the same or better financial condition; (b) Operate the Station and otherwise conduct its business in all material respects in accordance with the terms or conditions of its FCC Licenses, the Rules and Regulations, the Act and all other rules and regulations, statutes, ordinances and orders of all governmental authorities having jurisdiction over any aspect of the operation of the Station, except where the failure to so operate the Station would not constitute have a Material Adverse Condition material adverse effect on the Sale Assets or the operation of the Station or on the ability of Seller to consummate the transactions contemplated hereby; (c) Comply in all material respects with all Station Agreements Buyer is assuming now or hereafter existingexisting that are material, individually or in the aggregate, to the operation of the Station; (d) Promptly notify Buyer of any material default by, or claim of default against, any party under any Station Agreements Buyer is assuming that are material, individually or in the aggregate, to the operation of the Station, and any event or condition whichthat, with notice or lapse of time or both, would constitute an event of default under such Station Agreements; (e) Not mortgage, pledge or subject any of the Sale Assets to any Lien other than a Permitted LienLien (except in the ordinary course of business) any of the Sale Assets; (f) Not sell, lease or otherwise dispose of, nor agree to sell, lease or otherwise dispose of, any of the Sale Assets unless replaced with similar items Assets, except for dispositions in the ordinary course of substantially equal or greater value and utilitybusiness; (g) Not amend or terminate any Station Agreement; and, other than in the ordinary course of business; (h) Not introduce any material change with respect to the operation of the Station including, without limitation, any material changes in the broadcast hours of the Station or any other material change in the Station's programming policies, except such changes as in the sole discretion of Seller, exercised in good faith after consultation with Buyer, are required by the public interest; (i) Notify Buyer of any complaints, investigations or any material litigation pending or threatened against the Station or any material damage to or destruction of any assets included or to be included in the Sale AssetsAssets of which Seller receives actual knowledge; and, (j) Not enter into new Station Agreements with a term greater than one year and an aggregate value greater than $25,000 which cannot be canceled with ninety (90) days prior written notice or that is with an affiliate of Seller (unless the terms are no less favorable to the Station than could be obtained on an arms-length basis from an unaffiliated third party and otherwise comply with this Section), without Buyer's prior written consent, or enter into trade agreements which in the aggregate exceed related barter assets.

CONDUCT OF THE STATION'S BUSINESS PRIOR TO THE CLOSING DATE. Seller covenants and agrees with Buyer that between the date hereof and the Closing Date, unless the Buyer otherwise agrees in writing (which agreement shall not be unreasonably withheld or delayed), and except as otherwise set forth in the LMA, Seller shall: (a) Use reasonable commercial efforts to maintain insurance upon all of the Sale Assets consistent in such amounts and of such kind to cover the full amount of any loss with its practices for other stationsrespect to such Sale Assets and with respect to the operation of the Station, with insurers of substantially the same or better financial condition; (b) Operate the Station and otherwise conduct its business in all material respects in accordance with the terms or conditions of its FCC Licenses, the Rules and Regulations, the Act and all other rules and regulations, statutes, ordinances and orders of all governmental authorities having jurisdiction over any aspect of the operation of the Station, except where the failure to so operate would not constitute have a Material Adverse Condition Effect on the Sale Assets or the operation of the Station or on the ability of Seller to consummate the transactions contemplated hereby; (c) Comply in all material respects with all Station Agreements Buyer is assuming now or hereafter existing; (d) Promptly notify Buyer of any material default by, or claim of default against, any party under any Station Agreements Buyer is assuming and any event or condition which, with notice or lapse of time or both, would constitute an event of default under such Station Agreements; (e) Not mortgage, pledge or subject any of the Sale Assets to any Lien other than a Permitted LienLien any of the Sale Assets; (f) Not sell, lease or otherwise dispose of, nor agree to sell, lease or otherwise dispose of, any of the Sale Assets unless replaced with similar items of substantially equal or greater value and utilityAssets; (g) Not amend or terminate any Station Agreement; and; (h) Not introduce any material change with respect to the operation of the Station including, without limitation, any material changes in the broadcast hours of the Station or any other material change in the Station's programming policies, except such changes as in the sole discretion of Seller, exercised in good faith after consultation with Buyer, are required by the public interest; (i) Notify Buyer of any complaints, investigations investigations, hearing or any material litigation pending or threatened against the Station or any material damage to or destruction of any assets included or to be included in the Sale Assets.

CONDUCT OF THE STATION'S BUSINESS PRIOR TO THE CLOSING DATE. Seller covenants and agrees with Buyer that between the date hereof and the Closing Date, unless the Buyer otherwise agrees in writing (which agreement shall not be unreasonably withheld or delayed), and except as otherwise set forth in the LMA, Seller shall: (a) Use reasonable commercial efforts to maintain insurance upon all of the tangible Sale Assets consistent in such amounts and of such kind comparable to that in effect on the date hereof with its practices for other stationsrespect to such Sale Assets and with respect to the operation of the Station, with insurers of substantially the same or better financial condition; (b) Operate the Station and otherwise conduct its business in all material respects in accordance with the terms or conditions of its FCC Licenses, the Rules and Regulations, the Act and all other rules and regulations, statutes, ordinances and orders of all governmental authorities having jurisdiction over any aspect of the operation of the Station, except where the failure to so operate the Station would not constitute result in a Material Adverse Condition on the Sale Assets or the operation of the Station or have a material and adverse effect on the ability of Seller to consummate the transactions contemplated hereby; (c) Comply in all material respects with all Station Agreements Buyer is assuming now which are material, individually or hereafter existingin the aggregate, to the operation of the Station; (d) Promptly notify Buyer of any material default by, or claim of default against, any party under any Station Agreements Buyer is assuming which are material, individually or in the aggregate, to the operation of the Station, and any event or condition which, with notice or lapse of time or both, would constitute an event of default under such Station Agreements; (e) Not mortgage, pledge or subject any of the Sale Assets to any Lien other than a Permitted LienLien (except in the ordinary course of business) any of the Sale Assets; (f) Not sell, lease or otherwise dispose of, nor agree to sell, lease or otherwise dispose of, any of the Sale Assets unless replaced with similar items Assets, except for dispositions in the ordinary course of substantially equal or greater value and utilitybusiness; (g) Not amend or terminate any Station Agreement; and, other than in the ordinary course of business; (h) Not introduce any material change with respect to the operation of the Station including, without limitation, any material changes in the broadcast hours of the Station or any other material change in the Station's programming policies, except such changes as in the sole discretion of Seller, exercised in good faith after consultation with Buyer, are required by the public interest; (i) Notify Buyer of any complaints, investigations or any material litigation pending or threatened against the Station or any material damage to or destruction of any assets included or to be included in the Sale AssetsAssets of which Seller receives actual knowledge.