Common use of Events Subsequent Clause in Contracts

Events Subsequent. to January 1, 1997. Since January 1, 1997, except as set forth in Section 2(f) of the Disclosure Schedule, there has not been any adverse change in the assets, Liabilities, business, financial condition, operations, results of operations, or future prospects of the Seller with respect to the operation of the Stations. Without limiting the generality of the foregoing and with respect to the operation of the Stations since that date: (i) the Seller has not sold, leased, transferred, or assigned any of its material assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (ii) the Seller has not entered into any contract, lease, sublease, license, or sublicense (or series of related contracts, leases, subleases, licenses, and sublicenses) outside the Ordinary Course of Business; (iii) no party has accelerated, terminated, modified, or canceled any contract, lease, sublease, license, or sublicense (or series of related contracts, leases, subleases, licenses, and sublicenses) involving more than $5,000 to which the Seller is a party or by which it is bound; (iv) no Security Interest has been imposed upon any of its assets, tangible or intangible; (v) the Seller has not made any capital expenditure (or series of related capital expenditures) outside the Ordinary Course of Business; (vi) the Seller has not made any capital investment in, any loan to, or any acquisition of the securities or assets of any other person (or series of related capital investments, loans, and acquisitions) outside the Ordinary Course of Business; (vii) the Seller has not created, incurred, assumed, or guaranteed any indebtedness (including capitalized lease obligations) outside the Ordinary Course of Business; (viii) the Seller has not delayed or postponed (beyond its normal practice) the payment of accounts payable and other Liabilities; (ix) the Seller has not canceled, compromised, waived, or released any right or claim (or series of related rights and claims) outside the Ordinary Course of Business; (x) the Seller has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (xi) the Seller has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property or any action adversely affecting the FCC Licenses of the Stations; (xii) the Seller has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business giving rise to any claim or right on its part against the person or on the part of the person against it; (xiii) the Seller has not entered into any employment contract, consulting contract or severance agreement or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement; (xiv) the Seller has not granted any increase outside the Ordinary Course of Business in the base compensation of any of its directors, officers, and employees; (xv) the Seller has not adopted any (A) bonus, (B) profit-sharing, (C) incentive compensation, (D) pension, (E) retirement, (F) medical, hospitalization, life, or other insurance, (G) severance, or (H) other plan, contract, or commitment for any of its directors, officers, and employees, or modified or terminated any existing such plan, contract, or commitment; (xvi) the Seller has not made any other change in employment terms for any of its directors, officers, and employees; (xvii) the Seller has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (xviii) the Seller has not paid any amount to any third party with respect to any Liability or obligation (including any costs and expenses the Seller has incurred or may incur in connection with this Agreement or any of the transactions contemplated hereby) which would not constitute an Assumed Liability if in existence as of the Closing; (xix) there has not been any other occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving any of the Seller; (xx) the Seller has not altered its credit and collection policies or its accounting policies; (xxi) the Seller has not materially altered the programming, format or call letters of the Stations, or its promotional and marketing activities; (xxii) the Seller has not applied to the FCC for any modification of the FCC Licenses or failed to take any action necessary to preserve the FCC Licenses and has operated the Stations in compliance therewith and with all FCC rules and regulations; or (xxiii) the Seller has not committed to any of the foregoing.

Events Subsequent. to January 1May 31, 1997. Since January 1Except as disclosed on Schedule --------------------------------- -------- 7.07, since May 31, 1997, except as set forth in Section 2(f) of the Disclosure Schedule, there has not been any adverse material change in the assets, Liabilities, ---- business, financial condition, operations, results of operations, or future prospects of the Seller with respect to the operation of the StationsJCR. Without limiting the generality of the foregoing and with respect to the operation of the Stations foregoing, since that date: (i) the Seller JCR has not sold, leased, transferred, or assigned any of its material assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (ii) the Seller JCR has not entered into any agreement, contract, lease, sublease, license, or sublicense license (or series of related agreements, contracts, leases, subleases, licenseslease, and sublicenseslicenses) either involving more than $3,000 singly or $15,000 in the aggregate or outside the Ordinary Course of Business; (iii) no party JCR has not accelerated, terminated, modified, or canceled any agreement, contract, lease, sublease, license, or sublicense license (or series of related agreements, contracts, leases, subleases, and licenses, and sublicenses) involving more than $5,000 3,000 singly or $15,000 in the aggregate to which the Seller JCR is a party or by which it is bound; (iv) no JCR has not imposed any Security Interest has been imposed upon any of its assets, tangible or intangible, except for Permitted Liens; (v) the Seller JCR has not made any capital expenditure (or series of related capital expenditures) either involving more than $3,000 singly or $15,000 in the aggregate or outside the Ordinary Course of Business; (vi) the Seller JCR has not made any capital investment in, any loan to, or any acquisition of the securities or assets of of, any other person Person (or series of or related capital investments, loans, and acquisitions) outside either involving more than $3,000 singly or $15,000 in the Ordinary Course of Businessaggregate; (vii) the Seller JCR has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness (including for borrowed money or capitalized lease obligations) outside obligation either involving more than $3,000 singly or $15,000 in the Ordinary Course of Businessaggregate; (viii) the Seller JCR has not delayed or postponed (beyond its normal practice) the payment of accounts payable and other LiabilitiesLiabilities for a period of more than sixty (60) days after the date of invoice; (ix) the Seller JCR has not canceled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $3,000 singly or $15,000 in the aggregate or outside the Ordinary Course of Business; (x) there has been no change made or authorized in the Seller has not granted any license articles of incorporation or sublicense bylaws of any rights under or with respect to any Intellectual PropertyJCR; (xi) the Seller JCR has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; (xii) JCR has not have declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (xiii) JCR has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property valued, individually or in the aggregate, in excess of (i) $10,000 for all property which, at the time of such damage or destruction, was subject to or covered by property, casualty or any action adversely affecting other form of insurance, and (ii) $3,000 for all property which, at the FCC Licenses time of the Stationssuch damage or destruction, was not subject to or covered by property, casualty or any other form of insurance; (xiixiv) the Seller JCR has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business giving rise to any claim or right on its part against the person or on the part of the person against itemployees; (xiiixv) the Seller JCR has not entered into any employment contract, consulting contract or severance agreement or collective bargaining agreement, written or oral, or modified the terms of any such existing such contract or agreement; (xivxvi) the Seller JCR has not granted any increase outside the Ordinary Course of Business in the base compensation of any of its directors, officers, and employeesemployees outside the Ordinary Course of Business; (xvxvii) the Seller JCR has not adopted adopted, amended, modified, or terminated any (A) bonus, (B) profit-sharing, (C) incentive compensationincentive, (D) pension, (E) retirement, (F) medical, hospitalization, life, or other insurance, (G) severance, or (H) other plan, contract, or commitment for the benefit of any of its directors, officers, and employees, employees (or modified or terminated taken any existing such plan, contract, or commitmentaction with respect to any other Employee Benefit Plan); (xvixviii) the Seller JCR has not made any other change in employment terms for any of its directors, officers, and employeesemployees outside the Ordinary Course of Business; (xviixix) the Seller JCR has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (xviii) the Seller has not paid any amount to any third party with respect to any Liability or obligation (including any costs and expenses the Seller has incurred or may incur in connection with this Agreement or any of the transactions contemplated hereby) which would not constitute an Assumed Liability if in existence as of the Closing; (xixxx) there has not been any other adverse occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of or Business involving JCR or any of Subsidiaries which exceeds $3,000 individually $15,000 in the Seller; (xx) the Seller has not altered its credit and collection policies or its accounting policies;aggregate; and (xxi) the Seller has not materially altered the programming, format or call letters of the Stations, or its promotional and marketing activities; (xxii) the Seller has not applied to the FCC for any modification of the FCC Licenses or failed to take any action necessary to preserve the FCC Licenses and has operated the Stations in compliance therewith and with all FCC rules and regulations; or (xxiii) the Seller JCR has not committed to any of the foregoing.

Events Subsequent. to January 1, 1997. Since January 1, 1997, except as set forth in Section 2(f) of the Disclosure Schedule, there has not been any adverse change in the assets, Liabilities, business, financial condition, operations, results of operations, or future prospects of the Seller with respect to the operation of the Stations. Without limiting the generality of the foregoing and with respect to the operation of the Stations since that date: (i) the Seller has not sold, leased, transferred, or assigned any of its material assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (ii) other than this Agreement, the Seller has not entered into any agreement, contract, lease, sublease, license, or sublicense (or series of related agreements, contracts, leases, subleases, licenses, and sublicenses) outside the Ordinary Course of Business; (iii) no party has accelerated, terminated, modified, or canceled any agreement, contract, lease, sublease, license, or sublicense (or series of related agreements, contracts, leases, subleases, licenses, and sublicenses) involving more than $5,000 to which the Seller is a party or by which it is or any of its assets are bound; (iv) no Security Interest has been imposed upon any of its Seller's assets, tangible or intangible; (v) the Seller has not made any capital expenditure (or series of related capital expenditures) outside the Ordinary Course of BusinessBusiness (other than the purchase of WCME-FM and WIGY-FM); (vi) the Seller has not made any capital investment in, any loan to, or any acquisition of the securities or assets of any other person (or series of related capital investments, loans, and acquisitions) outside the Ordinary Course of Business); (vii) the Seller has not created, incurred, assumed, or guaranteed any indebtedness (including capitalized lease obligations) outside the Ordinary Course of Business; (viii) the Seller has not delayed or postponed (beyond its normal practicepractice in the Ordinary Course of Business) the payment of accounts payable and other Liabilities; (ix) the Seller has not canceled, compromised, waived, or released any right or claim (or series of related rights and claims) outside the Ordinary Course of Business; (x) the Seller has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (xi) the Seller has not experienced any damage, destruction, or loss (whether or not covered by insurance) to any of its property or any action adversely affecting the FCC Licenses of the StationsLicenses; (xii) the Seller has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business giving rise to any claim or right on its part against the person or on the part of the person against it; (xiii) the Seller has not entered into any employment contract, consulting contract or severance agreement or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement; (xiv) the Seller has not granted any increase (outside routine salary and wage increases in the Ordinary Course of Business Business) in the base compensation rate of compensation, commissions, bonus or other remuneration payable, or granted any severance or termination pay to, any of its directors, officers, and employees; (xv) the Seller has not adopted any (A) bonus, (B) profit-sharing, (C) incentive compensation, (D) pension, (E) retirement, (F) medical, hospitalization, life, or other insurance, (G) severance, or (H) other plan, contract, or commitment for any of its directors, officers, and employees, or modified or terminated any existing such plan, contract, or commitment; (xvi) the Seller has not made any other change in employment terms for any of its directors, officers, and employees; (xvii) the Seller has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Businesscontribution; (xviii) the Seller has not paid any amount to any third party with respect to any Liability or obligation (including any costs and expenses the Seller has incurred or may incur in connection with this Agreement or any of the transactions contemplated hereby) which would not constitute an Assumed Liability if in existence as of the Closing; (xix) there has not been any other occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving any of the Seller; (xxxix) the Seller has not altered its credit and collection policies or its accounting policies; (xxixx) the Seller has not materially altered the programming, format or call letters of the Stations, or its promotional and marketing activities; (xxiixxi) the Seller has not applied to the FCC for any modification of the FCC Licenses or failed to take any action necessary to preserve the FCC Licenses and has operated the Stations in compliance therewith and with all FCC rules and regulations; or; (xxiiixxii) the Seller has not committed to any of the foregoing; (xxiii) there has been no material damage to the Station or any of its assets; and (xxiv) there has been no decline in the previous twelve months' Station revenues as of April 30, 1998, which decline is greater than 15% over the previous twelve-month period (on an annualized twelve-month basis, excluding the month of March 1997).

Events Subsequent. to January 1, 1997. Since January 1, 1997, except as set forth in Section 2(f) of the Disclosure Schedule, there has not been any material adverse change in the assets, Liabilities, business, financial condition, operations, results of operations, or future prospects business condition of the Seller with respect Station. For the purposes of this Agreement a "material adverse change" shall not apply to or include any change in the ratings of the Station and/or any decline of less than Ten Thousand Dollars ($10,000) in the Station's cash flow for the period January 1, 1998-April 26, 1998 when compared to the operation of the Stationssame period in 1997. Without limiting the generality of the foregoing and solely with respect to the operation of the Stations Station since that date: (i) the Seller has not sold, leased, transferred, or assigned any of its material assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (ii) other than this Agreement, the Seller has not entered into any agreement, contract, lease, sublease, license, or sublicense (or series of related agreements, contracts, leases, subleases, licenses, and sublicenses) outside the Ordinary Course of Business; (iii) no party has accelerated, terminated, modified, or canceled any agreement, contract, lease, sublease, license, or sublicense (or series of related agreements, contracts, leases, subleases, licenses, and sublicenses) involving more than $5,000 to which the Seller is a party or by which it is or any of its assets are bound; (iv) no Security Interest has been imposed upon any of its Seller's assets, tangible or intangible; (v) the Seller has not made any capital expenditure (or series of related capital expenditures) outside the Ordinary Course of Business; (vi) the Seller has not made any capital investment in, any loan to, or any acquisition of the securities or assets of any other person (or series of related capital investments, loans, and acquisitions) outside the Ordinary Course of Business); (vii) the Seller has not created, incurred, assumed, or guaranteed any indebtedness (including capitalized lease obligations) outside the Ordinary Course of Business; (viii) the Seller has not delayed or postponed (beyond its normal practicepractice in the Ordinary Course of Business) the payment of accounts payable and other Liabilities; (ix) the Seller has not canceled, compromised, waived, or released any right or claim (or series of related rights and claims) outside the Ordinary Course of Business; (x) the Seller has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (xi) the Seller has not experienced any damage, destruction, or loss (whether or not covered by insurance) to any of its property or any action adversely affecting the FCC Licenses of the StationsLicenses; (xii) the Seller has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business giving rise to any claim or right on its part against the person or on the part of the person against it; (xiii) the Seller has not entered into any employment contract, consulting contract or severance agreement or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement; (xiv) the Seller has not granted any increase (outside routine salary and wage increases in the Ordinary Course of Business Business) in the base compensation rate of compensation, commissions, bonus or other remuneration payable, or granted any severance or termination pay to, any of its directors, officers, and employees; (xv) Except as set forth in Section 2(f) of the Disclosure Schedule, the Seller has not adopted any (A) bonus, (B) profit-sharing, (C) incentive compensation, (D) pension, (E) retirement, (F) medical, hospitalization, life, or other insurance, (G) severance, or (H) other plan, contract, or commitment for any of its directors, officers, and employees, or modified or terminated any existing such plan, contract, or commitment; (xvi) the Seller has not made any other change in employment terms for any of its directors, officers, and employees; (xvii) the Seller has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Businesscontribution; (xviii) the Seller has not paid any amount to any third party with respect to any Liability or obligation (including any costs and expenses the Seller has incurred or may incur in connection with this Agreement or any of the transactions contemplated hereby) which would not constitute an Assumed Liability if in existence as of the Closing; (xix) there has not been any other occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving any of the Seller; (xx) the Seller has not altered its credit and collection policies or its accounting policies; (xxixix) the Seller has not materially altered the programming, format or call letters of the StationsStation, or its promotional and marketing activities; (xxiixx) the Seller has not applied to the FCC for any modification of the FCC Licenses or failed to take any action necessary to preserve the FCC Licenses and has operated the Stations Station in compliance therewith and with all FCC rules and regulations; or (xxiiixxi) the Seller has not committed to any of the foregoing.

Events Subsequent. to January 1, 1997. Since January 1, 1997, except as set forth in Section 2(f) of the Disclosure Schedule, there has not been any adverse change in the assets, Liabilities, business, financial condition, operations, results of operations, or future prospects of the Seller with respect to the operation of the Stations. Without limiting the generality of the foregoing and with respect to the operation of the Stations since that date: (i) the Seller has not sold, leased, transferred, or assigned any of its material assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (ii) other than this Agreement, the Seller has not entered into any agreement, contract, lease, sublease, license, or sublicense (or series of related agreements, contracts, leases, subleases, licenses, and sublicenses) outside the Ordinary Course of Business; (iii) no party has accelerated, terminated, modified, or canceled any agreement, contract, lease, sublease, license, or sublicense (or series of related agreements, contracts, leases, subleases, licenses, and sublicenses) involving more than $5,000 to which the Seller is a party or by which it is or any of its assets are bound; (iv) no Security Interest has been imposed upon any of its Seller's assets, tangible or intangible; (v) the Seller has not made any capital expenditure (or series of related capital expenditures) outside the Ordinary Course of Business; (vi) the Seller has not made any capital investment in, any loan to, or any acquisition of the securities or assets of any other person (or series of related capital investments, loans, and acquisitions) outside the Ordinary Course of Business); (vii) the Seller has not created, incurred, assumed, or guaranteed any indebtedness (including capitalized lease obligations) outside the Ordinary Course of Business; (viii) the Seller has not delayed or postponed (beyond its normal practicepractice in the Ordinary Course of Business) the payment of accounts payable and other Liabilities; (ix) the Seller has not canceled, compromised, waived, or released any right or claim (or series of related rights and claims) outside the Ordinary Course of Business; (x) the Seller has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (xi) the Seller has not experienced any damage, destruction, or loss (whether or not covered by insurance) to any of its property or any action adversely affecting the FCC Licenses of the StationsLicenses; (xii) the Seller has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business giving rise to any claim or right on its part against the person or on the part of the person against it; (xiii) the Seller has not entered into any employment contract, consulting contract or severance agreement or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement; (xiv) the Seller has not granted any increase (outside routine salary and wage increases in the Ordinary Course of Business Business) in the base compensation rate of compensation, commissions, bonus or other remuneration payable, or granted any severance or termination pay to, any of its directors, officers, and employees; (xv) the Seller has not adopted any (A) bonus, (B) profit-sharing, (C) incentive compensation, (D) pension, (E) retirement, (F) medical, hospitalization, life, or other insurance, (G) severance, or (H) other plan, contract, or commitment for any of its directors, officers, and employees, or modified or terminated any existing such plan, contract, or commitment; (xvi) the Seller has not made any other change in employment terms for any of its directors, officers, and employees; (xvii) the Seller has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Businesscontribution; (xviii) the Seller has not paid any amount to any third party with respect to any Liability or obligation (including any costs and expenses the Seller has incurred or may incur in connection with this Agreement or any of the transactions contemplated hereby) which would not constitute an Assumed Liability if in existence as of the Closing; (xix) there has not been any other occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving any of the Seller; (xxxix) the Seller has not altered its credit and collection policies or its accounting policies; (xxixx) the Seller has not materially altered the programming, format or call letters of the Stations, or its promotional and marketing activities; (xxiixxi) the Seller has not applied to the FCC for any modification of the FCC Licenses or failed to take any action necessary to preserve the FCC Licenses and has operated the Stations in compliance therewith and with all FCC rules and regulations; or (xxiiixxii) the Seller has not committed to any of the foregoing.

Events Subsequent. to January 1, 1997. Since January 1, 1997, except as set forth in Section 2(f) of the Disclosure Schedule, there has not been any adverse change in the assets, Liabilities, business, financial condition, operations, results of operations, or future prospects of the Seller with respect to the operation of the StationsStation. Without limiting the generality of the foregoing and with respect to the operation of the Stations Station since that date: (i) the Seller has not sold, leased, transferred, or assigned any of its material assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (ii) other than this Agreement, the Seller has not entered into any agreement, contract, lease, sublease, license, or sublicense (or series of related agreements, contracts, leases, subleases, licenses, and sublicenses) outside the Ordinary Course of Business; (iii) no party has accelerated, terminated, modified, or canceled any agreement, contract, lease, sublease, license, or sublicense (or series of related agreements, contracts, leases, subleases, licenses, and sublicenses) involving more than $5,000 to which the Seller is a party or by which it is or any of its assets are bound; (iv) no Security Interest has been imposed upon any of its Seller's assets, tangible or intangible; (v) the Seller has not made any capital expenditure (or series of related capital expenditures) outside the Ordinary Course of Business; (vi) the Seller has not made any capital investment in, any loan to, or any acquisition of the securities or assets of any other person (or series of related capital investments, loans, and acquisitions) outside the Ordinary Course of Business); (vii) the Seller has not created, incurred, assumed, or guaranteed any indebtedness (including capitalized lease obligations) outside the Ordinary Course of Business; (viii) the Seller has not delayed or postponed (beyond its normal practicepractice in the Ordinary Course of Business) the payment of accounts payable and other Liabilities; (ix) the Seller has not canceled, compromised, waived, or released any right or claim (or series of related rights and claims) outside the Ordinary Course of Business; (x) the Seller has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (xi) the Seller has not experienced any damage, destruction, or loss (whether or not covered by insurance) to any of its property or any action adversely affecting the FCC Licenses of the StationsLicenses; (xii) the Seller has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business giving rise to any claim or right on its part against the person or on the part of the person against it; (xiii) the Seller has not entered into any employment contract, consulting contract or severance agreement or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement; (xiv) the Seller has not granted any increase (outside routine salary and wage increases in the Ordinary Course of Business Business) in the base compensation rate of compensation, commissions, bonus or other remuneration payable, or granted any severance or termination pay to, any of its directors, officers, and employees; (xv) the Seller has not adopted any (A) bonus, (B) profit-sharing, (C) incentive compensation, (D) pension, (E) retirement, (F) medical, hospitalization, life, or other insurance, (G) severance, or (H) other plan, contract, or commitment for any of its directors, officers, and employees, or modified or terminated any existing such plan, contract, or commitment; (xvi) the Seller has not made any other change in employment terms for any of its directors, officers, and employees; (xvii) the Seller has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Businesscontribution; (xviii) the Seller has not paid any amount to any third party with respect to any Liability or obligation (including any costs and expenses the Seller has incurred or may incur in connection with this Agreement or any of the transactions contemplated hereby) which would not constitute an Assumed Liability if in existence as of the Closing; (xix) there has not been any other occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving any of the Seller; (xxxix) the Seller has not altered its credit and collection policies or its accounting policies; (xxixx) the Seller has not materially altered the programming, format or call letters of the StationsStation, or its promotional and marketing activities; (xxiixxi) the Seller has not applied to the FCC for any modification of the FCC Licenses or failed to take any action necessary to preserve the FCC Licenses and has operated the Stations Station in compliance therewith and with all FCC rules and regulations; or (xxiiixxii) the Seller has not committed to any of the foregoing.

Events Subsequent. to January 1, 1997. Since January 1, 1997, except as set forth in Section 2(f) the date of the Disclosure ScheduleReference Balance Sheet, there has not been any adverse change in the assets, Liabilities, business, financial condition, operations, results of operations, or future prospects of the Seller with respect to the operation of the StationsMaterial Adverse Change. Without limiting the generality of the foregoing and with respect to foregoing, except as contemplated by the operation Transaction Documents, since the date of the Stations since that dateReference Balance Sheet: (i) none of the Seller Company or any of its Subsidiaries has not sold, leased, transferred, or assigned any of its material assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (ii) none of the Seller Company or any of its Subsidiaries has not entered into any agreement, contract, lease, sublease, license, or sublicense license (or series of related agreements, contracts, leases, subleases, and licenses, and sublicenses) either involving more than $200,000 or outside the Ordinary Course of Business; (iii) no party Person (including any of the Company and its Subsidiaries) has accelerated, terminated, modified, or canceled cancelled any agreement, contract, lease, sublease, license, or sublicense license (or series of related agreements, contracts, leases, subleases, and licenses, and sublicenses) involving more than $5,000 150,000 to which the Seller Company or any of its Subsidiaries is a party or by which it any of them is bound; (iv) no none of the Company or any of its Subsidiaries has imposed any Security Interest has been imposed upon any of its assets, tangible or intangible, except that will be released at or prior to the Closing; (v) none of the Seller Company or any of its Subsidiaries has not made any capital expenditure (in a transaction or series of related capital expenditurestransactions) either involving more than $150,000 or outside the Ordinary Course of Business; (vi) none of the Seller Company or any of its Subsidiaries has not made any capital investment in, any loan to, or any acquisition of the securities or assets of of, any other person Person (in a transaction or series of related capital investments, loans, and acquisitions) outside the Ordinary Course of Businesstransactions); (vii) none of the Seller Company or any of its Subsidiaries has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness (including for borrowed money or capitalized lease obligationsobligation; (viii) none of the Company or any of its Subsidiaries has delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (viii) the Seller has not delayed or postponed (beyond its normal practice) the payment of accounts payable and other Liabilities; (ix) none of the Seller Company or any of its Subsidiaries has not canceledcancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $50,000 or outside the Ordinary Course of Business; (x) none of the Seller Company or any of its Subsidiaries has not granted any license or sublicense of any rights under or with respect to any Intellectual PropertyProperty (other than non-exclusive licenses granted to customers in the Ordinary Course of Business); (xi) there has been no change made or authorized in the Seller organizational documents of the Company or any of its Subsidiaries; (xii) none of the Company or any of its Subsidiaries has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; (xiii) none of the Company or any of its Subsidiaries has declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (xiv) none of the Company or any of its Subsidiaries has experienced any damage, destruction, or loss (whether or not covered by insurance) to its property or any action adversely affecting the FCC Licenses of the Stationsproperty; (xiixv) none of the Seller Company or any of its Subsidiaries has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside (excluding the Employment Agreements, employment agreements entered into and listed in §4(i)(xv) of the Seller Schedule, and those employee benefits granted to employees generally and advances for business expenses in each case made in the Ordinary Course of Business giving rise to any claim or right on its part against the person or on the part of the person against itBusiness); (xiiixvi) none of the Seller Company or any of its Subsidiaries has not entered into any employment contract, consulting contract or severance agreement with any executive officer (excluding the Employment Agreements) or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement; (xivxvii) none of the Seller Company or any of its Subsidiaries has not granted any increase outside the Ordinary Course of Business in the base compensation of any of its directors, officers, and employees; (xv) the Seller has not adopted any (A) bonus, (B) profit-sharing, (C) incentive compensation, (D) pension, (E) retirement, (F) medical, hospitalization, life, employees in excess of $50,000 or other insurance, (G) severance, or (H) other plan, contract, or commitment for any of its directors, officers, and employees, or modified or terminated any existing such plan, contract, or commitment; (xvi) the Seller has not made any other change in employment terms for any of its directors, officers, and employees; (xvii) the Seller has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (xviii) none of the Seller Company or any of its Subsidiaries has not paid adopted, amended, modified, or terminated any amount to bonus, profit sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any third party of its directors, officers, and employees (or taken any such action with respect to any Liability or obligation (including any costs other Employee Benefit Plan) except for such changes as affect employees generally and expenses the Seller has incurred or may incur in connection with this Agreement or any of the transactions contemplated hereby) which would not constitute an Assumed Liability if in existence as of the Closing; (xix) there has not been any other occurrence, event, incident, action, failure to act, or transaction outside made within the Ordinary Course of Business involving or in accordance with Law; and (xix) none of the Company or any of the Seller; (xx) the Seller its Subsidiaries has not altered its credit and collection policies or its accounting policies; (xxi) the Seller has not materially altered the programming, format or call letters of the Stations, or its promotional and marketing activities; (xxii) the Seller has not applied to the FCC for any modification of the FCC Licenses or failed to take any action necessary to preserve the FCC Licenses and has operated the Stations in compliance therewith and with all FCC rules and regulations; or (xxiii) the Seller has not committed to any of the foregoing.

Events Subsequent. to January 1, 1997. Since January 1, 1997, except (a) Except as set forth in Section 2(f) of Schedule 5.13, since July 31, 2007 through the Disclosure Scheduledate hereof, there has not been any adverse change in Material Adverse Effect on Parent, and, except for the assetsTransactions, Liabilities, business, financial condition, operations, results of operations, or future prospects of the Seller with respect to the operation of the Stations. Without limiting the generality of the foregoing Parent and with respect to the operation of the Stations since that date: (i) the Seller has not sold, leased, transferred, or assigned any of its material assets, tangible or intangible, other than for a fair consideration Subsidiaries have been operated only in the Ordinary Course of Business. (b) Except as set forth in Schedule 5.13, since July 31, 2007 through the date hereof, there has not been any: (i) damage, destruction or other casualty, whether or not covered by insurance, materially affecting Parent and its Subsidiaries or any assets material to the business owned, held or used by Parent and its Subsidiaries; (ii) the Seller has not entered into any contract, lease, sublease, licensetransaction or commitment made, or sublicense (Contract entered into, by Parent or series any Subsidiary, or termination or amendment by Parent or any Subsidiary of related contractsany Contract, leasesin either case, subleaseswhich is material to Parent and its Subsidiaries, licensesother than transactions, and sublicenses) outside commitments, Contracts, terminations or amendments made in the Ordinary Course of Business; (iii) no party has acceleratedsale or other disposition of assets that are owned, terminated, modified, held or canceled used by Parent or any contract, lease, sublease, license, or sublicense (or series of related contracts, leases, subleases, licenses, and sublicenses) involving more Subsidiary other than $5,000 to which the Seller is a party or by which it is bound; (iv) no Security Interest has been imposed upon any of its assets, tangible or intangible; (v) the Seller has not made any capital expenditure (or series of related capital expenditures) outside in the Ordinary Course of Business; (viiv) the Seller has not made any capital investment incancellation, any loan tocompromise, settlement, waiver or release by Parent or any acquisition Subsidiary (x) other than in the Ordinary Course of the securities or assets Business of any other person Proceeding (or a series of related capital investmentsProceedings) or (y) involving an amount in excess of Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate; (v) (A) increase in the compensation or fringe benefits of any present or former director, loansofficer, and acquisitions) outside employee or consultant of Parent or any Subsidiary (except for increases in salary or wages in the Ordinary Course of Business; ), (viiB) grant of any severance or termination pay to any present or former director, officer or employee of Parent or any Subsidiary, (C) establishment, adoption, entrance into, amendment or termination of any Employee Plan or collective bargaining agreement (other than as may be required by the Seller has not created, incurred, assumedterms of an existing Employee Plan or collective bargaining agreement, or guaranteed any indebtedness (including capitalized lease obligations) outside as may be required by Applicable Law or in order to maintain its qualification under Section 401 and 501 of the Ordinary Course Code or to provide for the effects of Business; (viii) Section 409A of the Seller has not delayed or postponed (beyond its normal practice) the payment of accounts payable and other Liabilities; (ix) the Seller has not canceled, compromised, waivedCode), or released any right or claim (or series of related rights and claimsD) outside the Ordinary Course of Business; (x) the Seller has not granted any license or sublicense grant of any rights under equity or with respect to any Intellectual Property; equity- based awards, in the case of each of clauses (xiA), (B), (C) the Seller has not experienced any damageor (D) above, destruction, or loss (whether or not covered by insurance) to its property or any action adversely affecting the FCC Licenses of the Stations; (xii) the Seller has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside than in the Ordinary Course of Business giving rise to any claim or right on its part against the person or on the part of the person against it; (xiii) the Seller has not entered into any employment contract, consulting contract or severance agreement or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement; (xiv) the Seller has not granted any increase outside the Ordinary Course of Business in the base compensation of any of its directors, officers, and employees; (xv) the Seller has not adopted any (A) bonus, (B) profit-sharing, (C) incentive compensation, (D) pension, (E) retirement, (F) medical, hospitalization, life, or other insurance, (G) severance, or (H) other plan, contract, or commitment for any of its directors, officers, and employees, or modified or terminated any existing such plan, contract, or commitment; (xvi) the Seller has not made any other change in employment terms for any of its directors, officers, and employees; (xvii) the Seller has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (xviii) the Seller has not paid any amount to any third party with respect to any Liability or obligation (including any costs and expenses the Seller has incurred or as may incur in connection with this Agreement or any of the transactions contemplated hereby) which would not constitute an Assumed Liability if in existence as of the Closing; (xix) there has not been any other occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving any of the Seller; (xx) the Seller has not altered its credit and collection policies or its accounting policies; (xxi) the Seller has not materially altered the programming, format or call letters of the Stations, or its promotional and marketing activities; (xxii) the Seller has not applied to the FCC for any modification of the FCC Licenses or failed to take any action necessary to preserve the FCC Licenses and has operated the Stations in compliance therewith and with all FCC rules and regulationsbe required under Applicable Law; or (xxiiivi) the Seller has not committed agreement, whether in writing or otherwise, to do any of the foregoing.

Events Subsequent. to January 1, 1997. Since January 1, 1997, except Except as set forth in Section 2(f) on Schedule 3.30 and matters related to the transactions contemplated by this Agreement (including the marketing of the Disclosure ScheduleCompany for sale), since December 31, 2023 and as of the Execution Date, (a) the Company has conducted its business only in the Ordinary Course of Business of the Company, and (b) there has not been a Material Adverse Effect, and (c) the Company has not taken any adverse change in the assets, Liabilities, business, financial condition, operations, results of operations, or future prospects of the Seller with respect to the operation of the Stations. Without limiting the generality of the foregoing and with respect to the operation of the Stations since that datefollowing actions: (i) (A) redeemed, repurchased or otherwise reacquired any of its equity securities, liquidated, dissolved or effected any reorganization or recapitalization; or (B) split, combined or reclassified any of its equity or issued or authorized or proposed the Seller has issuance of any of its equity securities; (ii) Other than issuances of Shares pursuant to the exercise of options granted under the Option Plan, issued, pledged, delivered, awarded, granted or sold, or authorized or proposed the issuance, pledge, delivery, award, grant or sale (including the grant of any encumbrances) of, any Shares or Interests, any securities convertible into or exercisable or exchangeable for any such interests, or any rights, warrants or options to acquire, any such interests; (iii) (A) acquired or agreed to acquire, or merged or consolidated with, by purchasing an equity interest in or a material portion of the assets of, whether in a single transaction or a series of related transactions or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquired or agreed to acquire any assets of any other Person (other than purchases of inventory in the Ordinary Course of Business of the Company); (B) entered into any joint venture or partnership; or (C) made or committed to make any financial investments in any other Person; (iv) proposed or adopted any amendments to the Charter or Governing Documents of the Company; (v) made any material change in any of its methods of accounting or in any accounting policy, except as may be required by Law or any mandatory change in GAAP; (vi) made any capital expenditures, capital additions or capital improvements in excess of $500,000 in the aggregate other than (A) expenditures for emergency maintenance and repair, or (B) expenditures in the Ordinary Course of Business of the Company; (vii) paid, discharged or satisfied any material claims, liabilities or obligations except the payment, discharge or satisfaction of (A) liabilities or obligations in the Ordinary Course of Business of the Company or in accordance with the terms of a Contract or (B) terminated (except at the anticipated expiration thereof), waived, released, granted or transferred any rights of material value or modified or changed in any materially adverse respect any Material Contract, in each case, other than in the Ordinary Course of Business of the Company; (viii) declared, paid or otherwise set aside for payment any cash or non-cash dividend or other cash or non-cash distribution of property with respect to any equity securities of the Company; (ix) settled or compromised any Claim, other than Claims in an individual amount to be paid by the Company that did not exceed $250,000; (x) sold, leased, transferredlicensed, abandoned, permitted to expire or assigned lapse or otherwise disposed of any of its material assetsthe assets shown or reflected on the Interim Statements, tangible or intangible, except in the Ordinary Course of Business of the Company and involving assets (other than for a fair consideration Intellectual Property) having an aggregate value of less than $100,000, and with respect to licenses of Intellectual Property, limited to non-exclusive licenses in the Ordinary Course of Business; (iixi) the Seller has not made any material Tax election inconsistent with past practice, changed or revoked any material Tax election, changed any annual Tax accounting period, changed any method of Tax accounting, amended any Tax Return, filed any income or other material Tax Returns that had been prepared in a manner that is inconsistent with past practice in any material respect unless otherwise required by applicable Law, entered into any contractclosing agreement with respect to any material Tax, leasesurrendered any right to claim a material Tax refund, subleaseentered into any Tax allocation, licenseTax sharing, or sublicense Tax indemnity agreement (or series of related contractsin each case, leases, subleases, licenses, and sublicenses) outside other than customary commercial agreements entered into in the Ordinary Course of Business; (iiiBusiness the primary focus of which is not Taxes) no party has acceleratedor Tax receivable agreement, terminatedfailed to pay material Taxes when due, modified, agreed to an extension or canceled any contract, lease, sublease, license, or sublicense (or series waiver of related contracts, leases, subleases, licenses, and sublicenses) involving more than $5,000 to which the Seller is a party or by which it is bound; (iv) no Security Interest has been imposed upon any statute of its assets, tangible or intangible; (v) the Seller has not made any capital expenditure (or series of related capital expenditures) outside the Ordinary Course of Business; (vi) the Seller has not made any capital investment in, any loan to, or any acquisition of the securities or assets of any other person (or series of related capital investments, loans, and acquisitions) outside the Ordinary Course of Business; (vii) the Seller has not created, incurred, assumed, or guaranteed any indebtedness (including capitalized lease obligations) outside the Ordinary Course of Business; (viii) the Seller has not delayed or postponed (beyond its normal practice) the payment of accounts payable and other Liabilities; (ix) the Seller has not canceled, compromised, waived, or released any right or claim (or series of related rights and claims) outside the Ordinary Course of Business; (x) the Seller has not granted any license or sublicense of any rights under or with respect limitations period applicable to any Intellectual Property; (xi) the Seller has not experienced material Tax claim or assessment or settled or compromised any damage, destruction, material Tax claim or loss (whether or not covered by insurance) to its property or any action adversely affecting the FCC Licenses of the Stationsassessment; (xii) adopted a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Seller has not made Company; (xiii) except as required by applicable Law, recognized or certified any loan labor union, works council, or other labor organization as the bargaining representative for any employees of the Company; (xiv) with respect to employees, implemented or announced any employee layoffs, plant closings, reductions in force, furloughs, temporary layoffs, salary or wage reductions, work schedule changes or other such actions, in each case, that would reasonably be expected to implicate the WARN Act; (A) granted or increased or decreased, or taken any action to accelerate the payment, vesting or funding of, any compensation payable to or to become payable to any of its directors, officers, or employees or under any Benefit Plan (other than increases or decreases to annual base compensation, (1) pursuant to an existing agreement or arrangement or (2) in the Company’s Ordinary Course of Business consistent with the Company’s past practice, in each case, for an employee of the Company with annual base compensation below $250,000); (B) granted any severance, termination or change in control pay (other than pursuant to an existing Benefit Plan) to, or entered into or modified any other transaction employment, change-in-control, termination or severance agreement with, any of its directors, officersofficers or employees; or (C) adopted, and employees outside materially amended, entered into, or terminated any material Benefit Plan (or any plan, policy, program, Contract or arrangement that would constitute a material Benefit Plan if it were in existence on the date hereof), in each case, except as may be required by applicable Law or in connection with an annual renewal; (xvi) waived or materially amended or modified any Material Contract, or waived or materially amended or modified the Company’s rights thereunder; (xvii) modified in any respect its cash management practices, including any delay or postponement of the payment of any accounts payable or any other liability or obligation, any agreement with any party to extend the payment date of any accounts payable or expenses, salaries, bonuses, or any other liability or obligation, or otherwise engaging in any activity the purpose or intent of which is to accelerate to earlier periods the collection of accounts or notes receivable that otherwise would be expected to occur in subsequent periods; (xviii) sold, assigned, leased, licensed or otherwise transferred any of its material tangible assets, except in the Ordinary Course of Business giving rise to any claim or right on its part against the person or on the part of the person against it; (xiii) the Seller has not entered into any employment contract, consulting contract or severance agreement or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement; (xiv) the Seller has not granted any increase outside the Ordinary Course of Business in the base compensation of any of its directors, officers, and employees; (xv) the Seller has not adopted any (A) bonus, (B) profit-sharing, (C) incentive compensation, (D) pension, (E) retirement, (F) medical, hospitalization, life, or other insurance, (G) severance, or (H) other plan, contract, or commitment Company for any of its directors, officers, and employees, or modified or terminated any existing such plan, contract, or commitment; (xvi) the Seller has not made any other change in employment terms for any of its directors, officers, and employees; (xvii) the Seller has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (xviii) the Seller has not paid any amount to any third party with respect to any Liability or obligation (including any costs and expenses the Seller has incurred or may incur in connection with this Agreement or any of the transactions contemplated hereby) which would not constitute an Assumed Liability if in existence as of the Closing;fair value; or (xix) there has not been any other occurrence, event, incident, action, failure offered or proposed to acttake, or transaction outside the Ordinary Course of Business involving agree to take in writing or otherwise, any of the Seller; (xx) the Seller has not altered its credit and collection policies or its accounting policies; (xxi) the Seller has not materially altered the programming, format or call letters of the Stations, or its promotional and marketing activities; (xxii) the Seller has not applied to the FCC for any modification of the FCC Licenses or failed to take any action necessary to preserve the FCC Licenses and has operated the Stations actions described in compliance therewith and with all FCC rules and regulations; or (xxiii) the Seller has not committed to any of the foregoingthis Section 3.30.

Events Subsequent. to January 1Since September 30, 1997. Since January 12016, 1997, except as set forth the Cobalt Companies have at all times operated in Section 2(f) all material respects in the ordinary course of the Disclosure Schedule, business consistent with past practice and there has not been any adverse change change, event, circumstance or effect that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, Liabilitiesproperties, business, condition (financial condition, operations, or otherwise) or operating results of operationsthe Cobalt Companies, or future prospects of the Seller with respect to the operation of the Stationstaken as a whole. Without limiting the generality of the foregoing and with respect to the operation of the Stations foregoing, except as disclosed on Schedule 3.8 or as expressly provided in this Agreement, since that date: September 30, 2016: (ia) the Seller has Cobalt Companies have not effected any amendment or change to their respective Charter Documents or adopted a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of or involving any Cobalt Company; (b) the Cobalt Companies have not acquired, sold, licensed, leased, transferred, assigned or assigned otherwise disposed of any of its material their assets, tangible or intangible, other than for a fair consideration in the Ordinary Course ordinary course of Business; business or as contemplated in Section 2.2(c); (iic) the Seller has Cobalt Companies have not entered into any contracttransaction with any Insider or, leaseother than in the ordinary course of business, subleaseany other third party, licenseother than transactions involving amounts that do not exceed $50,000 in the aggregate per annum; (d) the Cobalt Companies have not (i) redeemed or purchased, directly or indirectly, any of their Equity Interests, (ii) issued, sold, or sublicense (or series transferred any of related contractstheir Equity Interests, leases, subleases, licenses, and sublicenses) outside the Ordinary Course of Business; (iii) no party has acceleratedsubdivided, terminatedsplit, modifiedreclassified, combined or canceled reversed split any contract, lease, sublease, license, of their Equity Interests or sublicense (or series of related contracts, leases, subleases, licenses, and sublicenses) involving more than $5,000 to which the Seller is a party or by which it is bound; (iv) no Security Interest has been imposed upon effected any of its assets, tangible recapitalization or intangible; restructuring; (ve) the Seller has Cobalt Companies have not made (i) borrowed any capital expenditure (amount or series of related capital expenditures) outside the Ordinary Course of Business; (vi) the Seller has not made issued or exchanged any capital investment in, any loan to, notes or any acquisition of the securities or assets other evidences of any other person (Indebtedness or series of related capital investmentsincurred or become subject to Indebtedness, loans, except under the Debt Arrangements and acquisitions) outside the Ordinary Course of Business; (vii) the Seller has not created, incurred, assumed, or guaranteed any indebtedness (including capitalized lease obligations) outside the Ordinary Course of Business; (viii) the Seller has not delayed or postponed (beyond its normal practice) the payment of accounts payable and other Liabilities; (ix) the Seller has not canceled, compromised, waived, or released any right or claim (or series of related rights and claims) outside the Ordinary Course of Business; (x) the Seller has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (xi) the Seller has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property or any action adversely affecting the FCC Licenses of the Stations; (xii) the Seller has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business giving rise to any claim or right on its part against the person or on the part of the person against it; (xiii) the Seller has not entered into any employment contract, consulting contract or severance agreement or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement; (xiv) the Seller has not granted any increase outside the Ordinary Course of Business current liabilities incurred in the base compensation ordinary course of any of its directors, officers, and employees; (xv) the Seller has not adopted any (A) bonusbusiness consistent with past practice, (Bii) profit-sharing, (C) incentive compensation, (D) pension, (E) retirement, (F) medical, hospitalization, life, directly or other insurance, (G) severance, or (H) other plan, contract, or commitment for any indirectly guaranteed the Indebtedness of its directors, officers, and employees, or modified or terminated any existing such plan, contract, or commitment; (xvi) the Seller has not made any other change in employment terms for any of its directors, officers, and employees; (xvii) the Seller has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (xviii) the Seller has not paid any amount to any third party with respect to or (iii) incurred any Liability or obligation Lien (including any costs and expenses the Seller has incurred or may incur in connection with this Agreement or any of the transactions contemplated hereby) which would not constitute an Assumed Liability if in existence as of the Closing; (xix) there has not been any other occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving any of the Seller; (xx) the Seller has not altered its credit and collection policies or its accounting policies; (xxi) the Seller has not materially altered the programming, format or call letters of the Stations, or its promotional and marketing activities; (xxii) the Seller has not applied to the FCC for any modification of the FCC Licenses or failed to take any action necessary to preserve the FCC Licenses and has operated the Stations in compliance therewith and with all FCC rules and regulationsthan a Permitted Lien); or (xxiii) the Seller has not committed to any of the foregoing.13

Events Subsequent. to January 1, 1997. Since January 1, 19972020, except as set forth the Company has at all times operated in Section 2(f) all material respects in the ordinary course of the Disclosure Schedule, business consistent with past practice and there has not been any adverse change or event that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, Liabilitiesproperties, business, condition (financial condition, operations, or otherwise) or operating results of operationsthe Company, or future prospects of the Seller with respect to the operation of the Stationstaken as a whole. Without limiting the generality of foregoing, except for the foregoing Spin-Out and with respect to the operation of the Stations Dissolution and except as otherwise disclosed on Schedule 3.8 or as expressly provided in this Agreement, since that dateJanuary 1, 2020: (ia) the Seller Company has not effected any amendment or change to its Charter Documents or adopted a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of or involving the Company; (b) the Company has not acquired, sold, licensed, leased, transferred, assigned or assigned otherwise disposed of any of its material assets, tangible or intangible, other than for a fair consideration in the Ordinary Course ordinary course of Businessbusiness; (c) the Company has have not entered into any transaction with any Insider other than transactions involving amounts that do not exceed $50,000 in the aggregate per annum; (d) the Company has not (i) redeemed or purchased, directly or indirectly, any of their Equity Interests, (ii) issued, sold, or transferred any of their Equity Interests, (iii) subdivided, split, reclassified, combined or reversed split any of their Equity Interests or (iv) effected any recapitalization or restructuring; (e) the Seller Company has not (i) borrowed any amount or issued or exchanged any notes or other evidences of any Indebtedness or incurred or become subject to Indebtedness, except under the Debt Arrangements and current liabilities incurred in the ordinary course of business consistent with past practice, (ii) directly or indirectly guaranteed the Indebtedness of any third party or (iii) incurred any Lien (other than a Permitted Lien); (f) the Company has not made (i) any capital expenditure outside the ordinary course of business (other than the Reimbursed Capital Expenditure Amount) or (ii) any loan, advance or capital contributions to, or investments in any other Person (other than advances to non-executive employees in the ordinary course of business); (g) except in the ordinary course of business or as required by applicable Law, the Company has not made or granted any bonus or any wage or salary increase to any employee or group of employees (except as required by pre-existing Material Contracts described on Schedule 3.14), or made or granted any increase in compensation under any Benefit Plan, or amended or terminated any existing Benefit Plan or adopted any new Benefit Plan; (h) the Company has not (i) made (except for elections made in the ordinary course of business), changed or revoked any election in respect of Taxes, (ii) adopted or changed any method of Tax accounting or annual reporting, (iii) settled or compromised any federal, state, local or non U.S. Tax Liability, claim or assessment, (iv) filed any amended Tax Return, (v) entered into any closing agreement relating to any Tax, (vi) agreed to an extension or waiver of a statute of limitations period applicable to any Tax Claim, (vii) failed to pay any Tax when due and payable, (viii) surrendered any right to claim a Tax refund or (ix) changed any material method of accounting or accounting practice, other than such changes required by applicable Law or GAAP; (i) the Company has not entered into any contract, lease, sublease, license, or sublicense Contract of a type described in the definition of Material Contract (or series other than in the ordinary course of related contracts, leases, subleases, licensesbusiness), and sublicenses) outside the Ordinary Course of Business; (iii) no party has accelerated, terminated, modified, or canceled any contract, lease, sublease, license, or sublicense (or series of related contracts, leases, subleases, licenses, and sublicenses) involving more than $5,000 to which the Seller is a party or by which it is bound; (iv) no Security Interest has been imposed upon any of its assets, tangible or intangible; (v) the Seller has not made any capital expenditure (or series of related capital expenditures) outside the Ordinary Course of Business; (vi) the Seller has not made any capital investment in, any loan to, or any acquisition of the securities or assets of any other person (or series of related capital investments, loans, and acquisitions) outside the Ordinary Course of Business; (vii) the Seller has not created, incurred, assumed, or guaranteed any indebtedness (including capitalized lease obligations) outside the Ordinary Course of Business; (viii) the Seller has not delayed or postponed (beyond its normal practice) the payment of accounts payable and other Liabilities; (ix) the Seller has not canceled, compromised, waived, or released any right or claim (or series of related rights and claims) outside the Ordinary Course of Business; (x) the Seller has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (xi) the Seller has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property or any action adversely affecting the FCC Licenses of the Stations; (xii) the Seller has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business giving rise to any claim or right on its part against the person or on the part of the person against it; (xiii) the Seller has not entered into any employment contract, consulting contract or severance agreement or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement; (xiv) the Seller has not granted any increase outside the Ordinary Course of Business in the base compensation of any of its directors, officers, and employees; (xv) the Seller has not adopted any (A) bonus, (B) profit-sharing, (C) incentive compensation, (D) pension, (E) retirement, (F) medical, hospitalization, life, or other insurance, (G) severance, or (H) other plan, contract, or commitment for any of its directors, officers, and employees, or modified or terminated any existing such plan, contract, or commitment; (xvi) the Seller has not made any other change in employment terms for any of its directors, officers, and employees; (xvii) the Seller has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (xviii) the Seller has not paid any amount to any third party with respect to any Liability or obligation (including any costs and expenses the Seller has incurred or may incur in connection with this Agreement or any of the transactions contemplated hereby) which would not constitute an Assumed Liability if in existence as of the Closing; (xix) there has not been any other occurrence, event, incident, action, failure to actmaterial change to, or transaction outside extension or termination of, or waiver of any material rights under, any such Contract (other than in the Ordinary Course ordinary course of Business involving any of the Sellerbusiness); (xxj) the Seller Company has not altered its credit and acquired (by merger, consolidation or acquisition of stock or assets) any corporation, partnership or other business organization or division thereof or collection policies of assets constituting all or its accounting policiessubstantially all of a business or business unit; (xxik) the Seller Company has not materially altered waived, settled or compromised any material right or Proceeding or initiated any material Proceeding, excluding warranty claims by retail customers with respect to a particular boat so long as the programming, format or call letters aggregate of all paid claims with respect to such boat are less than (in the Stations, or its promotional and marketing activities;aggregate) $15,000; and (xxiil) the Seller Company has not applied to the FCC for any modification of the FCC Licenses authorized or failed to take any action necessary to preserve the FCC Licenses and has operated the Stations in compliance therewith and with all FCC rules and regulations; or (xxiii) the Seller has not committed to do any of the foregoing.

Events Subsequent. to January 1Since September 30, 1997. Since January 12016, 1997, except as set forth the Cobalt Companies have at all times operated in Section 2(f) all material respects in the ordinary course of the Disclosure Schedule, business consistent with past practice and there has not been any adverse change change, event, circumstance or effect that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, Liabilitiesproperties, business, condition (financial condition, operations, or otherwise) or operating results of operationsthe Cobalt Companies, or future prospects of the Seller with respect to the operation of the Stationstaken as a whole. Without limiting the generality of the foregoing and with respect to the operation of the Stations foregoing, except as disclosed on Schedule 3.8 or as expressly provided in this Agreement, since that dateSeptember 30, 2016: (ia) the Seller has Cobalt Companies have not effected any amendment or change to their respective Charter Documents or adopted a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of or involving any Cobalt Company; (b) the Cobalt Companies have not acquired, sold, licensed, leased, transferred, assigned or assigned otherwise disposed of any of its material their assets, tangible or intangible, other than for a fair consideration in the Ordinary Course ordinary course of Businessbusiness or as contemplated in Section 2.2(c); (iic) the Seller has Cobalt Companies have not entered into any contracttransaction with any Insider or, leaseother than in the ordinary course of business, subleaseany other third party, license, or sublicense (or series of related contracts, leases, subleases, licenses, and sublicenses) outside other than transactions involving amounts that do not exceed $50,000 in the Ordinary Course of Businessaggregate per annum; (d) the Cobalt Companies have not (i) redeemed or purchased, directly or indirectly, any of their Equity Interests, (ii) issued, sold, or transferred any of their Equity Interests, (iii) no party has acceleratedsubdivided, terminatedsplit, modifiedreclassified, combined or canceled reversed split any contract, lease, sublease, license, of their Equity Interests or sublicense (iv) effected any recapitalization or series of related contracts, leases, subleases, licenses, and sublicenses) involving more than $5,000 to which the Seller is a party or by which it is boundrestructuring; (ive) no Security Interest has been imposed upon the Cobalt Companies have not (i) borrowed any amount or issued or exchanged any notes or other evidences of its assetsany Indebtedness or incurred or become subject to Indebtedness, tangible except under the Debt Arrangements and current liabilities incurred in the ordinary course of business consistent with past practice, (ii) directly or intangibleindirectly guaranteed the Indebtedness of any third party or (iii) incurred any Lien (other than a Permitted Lien); (vf) the Seller has Cobalt Companies have not made (i) any capital expenditure (or series of related capital expenditures) outside the Ordinary Course ordinary course of Businessbusiness or (ii) any loan, advance or capital contributions to, or investments in any other Person (other than investments in, and capital contributions to, other Cobalt Companies or immaterial loans or advances to non-executive employees in the ordinary course of business); (vig) except in the Seller has ordinary course of business or as required by applicable Law, the Cobalt Companies have not made or granted any capital investment in, bonus or any loan towage or salary increase to any employee or group of employees (except as required by pre-existing Material Contracts described on Schedule 3.14), or made or granted any acquisition of the securities increase in compensation under any Benefit Plan, or assets of amended or terminated any other person (existing Benefit Plan or series of related capital investments, loans, and acquisitions) outside the Ordinary Course of Businessadopted any new Benefit Plan; (h) the Cobalt Companies have not (i) made, changed or revoked any election in respect of Taxes, (ii) adopted or changed any method of Tax accounting or annual reporting, (iii) settled or compromised any federal, state, local or non U.S. Tax Liability, claim or assessment, (iv) filed any amended Tax Return, (v) entered into any closing agreement relating to any Tax, (vi) agreed to an extension or waiver of a statute of limitations period applicable to any Tax claim or assessment, (vii) the Seller has not createdfailed to pay any Tax when due and payable, incurred(viii) surrendered any right to claim a Tax refund or (ix) changed any material method of accounting or accounting practice, assumed, other than such changes required by applicable Law or guaranteed any indebtedness (including capitalized lease obligations) outside the Ordinary Course of BusinessGAAP; (viiii) the Seller has not delayed or postponed (beyond its normal practice) the payment of accounts payable and other Liabilities; (ix) the Seller has not canceled, compromised, waived, or released any right or claim (or series of related rights and claims) outside the Ordinary Course of Business; (x) the Seller has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (xi) the Seller has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property or any action adversely affecting the FCC Licenses of the Stations; (xii) the Seller has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business giving rise to any claim or right on its part against the person or on the part of the person against it; (xiii) the Seller has Cobalt Companies have not entered into any employment contract, consulting contract or severance agreement or collective bargaining agreement, written or oral, or modified the terms Contract of any existing such contract or agreement; (xiv) the Seller has not granted any increase outside the Ordinary Course of Business a type described in the base compensation definition of any Material Contract (other than in the ordinary course of its directors, officersbusiness), and employees; (xv) the Seller has not adopted any (A) bonus, (B) profit-sharing, (C) incentive compensation, (D) pension, (E) retirement, (F) medical, hospitalization, life, or other insurance, (G) severance, or (H) other plan, contract, or commitment for any of its directors, officers, and employees, or modified or terminated any existing such plan, contract, or commitment; (xvi) the Seller has not made any other change in employment terms for any of its directors, officers, and employees; (xvii) the Seller has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (xviii) the Seller has not paid any amount to any third party with respect to any Liability or obligation (including any costs and expenses the Seller has incurred or may incur in connection with this Agreement or any of the transactions contemplated hereby) which would not constitute an Assumed Liability if in existence as of the Closing; (xix) there has not been any other occurrence, event, incident, action, failure to actmaterial change to, or transaction outside extension or termination of, or waiver of any material rights under, any such Contract (other than in the Ordinary Course ordinary course of Business involving any of the Sellerbusiness); (xxj) the Seller has Cobalt Companies have not altered its credit and acquired (by merger, consolidation or acquisition of stock or assets) any corporation, partnership or other business organization or division thereof or collection policies of assets constituting all or its accounting policiessubstantially all of a business or business unit; (xxik) the Seller has Cobalt Companies have not materially altered waived, settled or compromised any material right or Proceeding or initiated any material Proceeding, excluding warranty claims by retail customers with respect to a particular boat so long as the programming, format or call letters aggregate of all paid claims with respect to such boat are less than (in the Stations, or its promotional and marketing activities;aggregate) $10,000; and (xxiil) the Seller has Cobalt Companies have not applied to the FCC for any modification of the FCC Licenses authorized or failed to take any action necessary to preserve the FCC Licenses and has operated the Stations in compliance therewith and with all FCC rules and regulations; or (xxiii) the Seller has not committed to do any of the foregoing.

Events Subsequent. to January 1Since May 31, 1997. Since January 1, 1997, except as set forth in Section 2(f) of the Disclosure Schedule1996, there has not been any material adverse change in the assets, Liabilitiesliabilities, business, financial condition, operationsoperation, or results of operations, or future prospects operations of the Seller with respect to the operation of the Stationsany RAMCO Entity. Without limiting the generality of the foregoing and with respect to the operation of the Stations foregoing, since that date: (ia) the Seller No RAMCO Entity has not sold, leased, transferred, transferred or assigned any of its material assets, tangible or intangible, other than for a fair consideration and in the Ordinary Course ordinary course of Businessbusiness; (iib) the Seller No RAMCO Entity has not entered into any contract, lease, sublease, license, or sublicense material contract (or series of related contracts, leases, subleases, licenses, and sublicenses) outside the Ordinary Course ordinary course of Businessbusiness; (iiic) no party No person (including a RAMCO Entity) has accelerated, terminated, modified, modified or canceled cancelled any material contract, lease, sublease, license, or sublicense (or series of related contracts, leases, subleases, licenses, and sublicenses) involving more than $5,000 to which the Seller a RAMCO Entity is a party or by which it is any of its assets are bound; (ivd) no Security Interest No RAMCO Entity has been granted or imposed any lien upon any of its assets, tangible or intangible; (ve) the Seller No RAMCO Entity has not made any capital expenditure (or series of related capital expenditures) outside the Ordinary Course ordinary course of Businessbusiness; (vif) the Seller No RAMCO Entity has not made any capital investment in, any loan to, or any acquisition of the securities or assets of any other person (or series of related capital investments, loans, loans and acquisitions) outside the Ordinary Course ordinary course of Businessbusiness; (viig) the Seller No RAMCO Entity has not created, incurred, assumed, assumed or guaranteed any indebtedness (including capitalized lease obligations) outside the Ordinary Course ordinary course of Businessbusiness; (viiih) the Seller No RAMCO Entity has not delayed or postponed (beyond its normal practice) the payment of accounts payable and other Liabilitiesliabilities; (ixi) the Seller No RAMCO Entity has not canceledcancelled, compromised, waived, waived or released any right or claim (or series of related rights and claims) outside the Ordinary Course ordinary course of Businessbusiness; (xj) There has been no change made or authorized in the Seller Articles of Incorporation or Bylaws of any RAMCO Entity; (k) No RAMCO Entity has not issued, sold or otherwise disposed of any of its capital stock or granted any license or sublicense of any rights under or with respect to any Intellectual Propertyof its capital stock; (xil) the Seller No RAMCO Entity has not declared, set aside or paid any dividend or distribution with respect to its capital stock or redeemed, purchased or otherwise acquired any of its capital stock; (m) No RAMCO Entity has experienced any material damage, destruction, destruction or loss (whether or not covered by insurance) to its property or any action adversely affecting the FCC Licenses of the Stationsproperty; (xiin) the Seller Except for routine renewals of existing severance agreements, no RAMCO entity has not made any loan to, to or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business or related person giving rise to any claim or right on its part against the person or on the part of the person against it; (xiiio) the Seller Except for routine renewals of existing severance agreements, no RAMCO Entity has not entered into any employment contract, consulting contract or severance agreement or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement; (xivp) the Seller No RAMCO Entity has not granted any increase outside the Ordinary Course of Business in the base compensation of any of its directors, directors or officers, and employees; (xvq) the Seller No RAMCO Entity has not adopted any (Ai) bonus, bonus (Bii) profit-sharing, (Ciii) incentive compensation, (Div) pension, (Ev) retirement, (Fvi) medical, hospitalization, life, life or other insurance, (Gvii) severance, or or (Hviii) other plan, contract, contract or commitment commitments for any of its directors, officers, officers and employees, employees or modified or terminated any existing such plan, contract, contract or commitment; (xvir) the Seller Except for routine renewals of existing severance agreements, no RAMCO Entity has not made any other change in employment terms for any of its directors, directors and officers, and employees; (xvii) the Seller has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (xviii) the Seller has not paid any amount to any third party with respect to any Liability or obligation (including any costs and expenses the Seller has incurred or may incur in connection with this Agreement or any of the transactions contemplated hereby) which would not constitute an Assumed Liability if in existence as of the Closing; (xix) there has not been any other occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving any of the Seller; (xx) the Seller has not altered its credit and collection policies or its accounting policies; (xxi) the Seller has not materially altered the programming, format or call letters of the Stations, or its promotional and marketing activities; (xxii) the Seller has not applied to the FCC for any modification of the FCC Licenses or failed to take any action necessary to preserve the FCC Licenses and has operated the Stations in compliance therewith and with all FCC rules and regulations; or (xxiii) the Seller has not committed to any of the foregoing.