Common use of Interim Operation Clause in Contracts

Interim Operation. Between the date of this Agreement and the Closing Date, except as expressly permitted by this Agreement or with the prior written consent of the Buyers: (a) the Sellers shall conduct the business and operations of the Stations solely in the ordinary and normal course of business consistent with past practice, with the intent of preserving the ongoing operations and assets of the Stations; (b) the Sellers shall not sell, assign, lease or otherwise transfer or dispose of any of the Assets, except for assets consumed or disposed of in the ordinary course of business, where no longer used or useful in the business or operation of the Stations, in which event the same shall be replaced with assets of equal or greater value and utility and the Stations' inventories of spare parts and expendable supplies shall be maintained at levels consistent with past practices; (c) the Sellers shall not create, assume or permit to exist any claim, liability, or Lien upon the Assets, except for those in existence on the date of this Agreement, all of which will be removed on or prior to the Closing Date unless they are to be assumed by the Buyers in accordance with Section 3.1 of this Agreement; (d) the Sellers shall operate the Stations in accordance with the FCC's rules and regulations, the Station Licenses and all other applicable laws, regulations, rules and orders, and shall not cause or permit by any act, or failure to act, any of the Station Licenses to expire, be surrendered, adversely modified, or otherwise terminated, or fail to prosecute with due diligence any pending application to the FCC; (e) the Sellers shall not waive any material right under any Assumed Contract; (f) the Sellers shall not, without the Buyers' consent, enter into or renew (i) any Assumed Contract that involves payment by or to the Sellers of Five Thousand Dollars ($5,000) or more, other than a Time Sales Agreement, (ii) any Assumed Contract for a term extending beyond the Closing Date, other than a Time Sales Agreement or (iii) enter any Trade Agreements without the Buyers' prior written consent; (g) the Sellers shall timely make all payments required to be paid under any Assumed Contract consistent with past practices and otherwise pay all liabilities and satisfy all obligations when such liabilities and obligations consistent with past practices; (h) the Sellers shall not increase or agree to increase the compensation, bonuses or other benefits for employees of the Stations, except as may be required under Assumed Contracts disclosed in Schedule 7.8 or consistent with past employee compensation and promotion practices, and shall pay all commissions due with respect to accounts receivable in accordance with past practices; (i) the Sellers shall, in accordance with the Stations' personnel practices and policies, use its best efforts to maintain the employment at the Stations and to renew the existing employment contracts, if any, of the employees listed on Schedule 7.9, and neither the Sellers nor any Affiliate of the Sellers shall solicit, directly or indirectly, through any agent or otherwise, the employment of, or hire, any of the employees listed on Schedule 7.9; provided, however, that notwithstanding the foregoing, the Sellers may solicit or hire any Excluded Employees listed on Schedule 10.5; (j) the Sellers shall use their best efforts to preserve the operations, organization and reputation of the Stations intact, to preserve the goodwill and business of the Stations' advertisers, suppliers, and others having business relations with the Stations, and suppliers, and others having business relations with the Stations, and to continue to conduct financial operations of the Stations, including their credit and collection policies, with no less effort, as in the prior conduct of the business of the Stations; (k) the Sellers shall remove, cure, correct and repair prior to the Closing any material deficiencies in the Assets and any violations under applicable statutes, rules, regulations, engineering standards or building, fire or zoning laws or regulations, which are inconsistent with the Sellers' representations, warranties and covenants contained in this Agreement; (l) the Sellers shall maintain monthly cash advertising and promotional expenditures for the Stations at levels that are consistent with past practices; (m) the Sellers shall make capital improvements reasonably required to continue the operations of the Stations consistent with past practices; (n) the Sellers shall maintain insurance policies on the Stations and the Assets comparable to those policies listed on Schedule 7.15; and (o) the Sellers shall maintain its books and records in accordance with GAAP and the methods used to prepare the Financial Statements and shall furnish the Buyers, within fifteen (15) days of the close of each broadcast month, a profit and loss statement in detail by line for such month.

Interim Operation. Between the date of this Agreement and the Closing Date, except as expressly permitted or required by this Agreement Agreement, or with the prior written consent of the BuyersBuyer: (a) Subject to the Sellers Lee XXX, Seller shall conduct the business and operations operation of the Stations Station solely in the ordinary and normal course of business consistent with past practice, with the intent of preserving the ongoing operations and assets of the StationsStation; (b) the Sellers Seller shall not sell, assign, lease or otherwise transfer or dispose of any of the Station Assets, except for assets consumed or disposed of in the ordinary course of business, business where no longer used or useful in the business or operation of the StationsStation, in which event the same shall be replaced with assets of equal or greater value and utility utility, and the Stations' Station's inventories of spare parts and expendable supplies shall be maintained at levels consistent with past practicescustomary practices in the broadcast industry; (c) the Sellers Seller shall not create, assume or permit to exist any claim, liability, mortgage, lien, pledge, condition, charge, or Lien encumbrance of any nature whatsoever upon the Station Assets, except for those in existence on the date of this Agreement, all of which will be removed on or prior to the Closing Date unless they are to be assumed by the Buyers Buyer in accordance with Section 3.1 of this Agreement; (d) the Sellers Seller shall operate the Stations Station in accordance with the FCC's rules published rules, policies and regulations, the Station Licenses Licenses, and with all other applicable laws, regulations, rules and orders, and shall not cause or permit by any act, or failure to act, any of the Station Licenses to expire, be surrendered, adversely modified, or otherwise terminated, or fail to prosecute with due diligence any pending application to the FCC; (e) the Sellers Seller shall not waive any material right under or cancel, modify or in any Assumed Contractway impair any Real Property Lease or Contract relating to the Station or the Station Assets; (f) the Sellers shall not, without the Buyers' consent, enter into or renew (i) any Assumed Contract that involves payment by or to the Sellers of Five Thousand Dollars ($5,000) or more, other than a Time Sales Agreement, (ii) any Assumed Contract for a term extending beyond the Closing Date, other than a Time Sales Agreement or (iii) enter any Trade Agreements without the Buyers' prior written consent; (g) the Sellers Seller shall timely make all payments required to be paid under any Assumed Real Property Lease and Contract consistent with past practices to be assumed by Buyer when due and otherwise pay all liabilities and satisfy all obligations when such liabilities and obligations consistent with past practicesbecome due; (g) Seller shall maintain its existing insurance on the Station Assets, and (h) the Sellers Seller shall not increase or agree to increase the compensation, bonuses or other benefits for employees of the Stations, except as may be required under Assumed Contracts disclosed in Schedule 7.8 or consistent with past employee compensation and promotion practices, and shall pay all commissions due with respect to accounts receivable in accordance with past practices; (i) the Sellers shall, in accordance with the Stations' personnel practices and policies, use its best efforts to maintain the employment at the Stations and to renew the existing employment contracts, if any, of the employees listed on Schedule 7.9, and neither the Sellers nor take any Affiliate of the Sellers shall solicit, directly or indirectly, through any agent or otherwise, the employment ofaction, or hireas the case may be, fail to take any of the employees listed on Schedule 7.9; provided, however, that notwithstanding the foregoing, the Sellers may solicit or hire any Excluded Employees listed on Schedule 10.5; (j) the Sellers shall use their best efforts commercially reasonable action necessary to preserve the operations, organization and reputation of the Stations intact, to preserve the goodwill and business of the Stations' advertisers, suppliers, and others having business relations with the Stations, and suppliers, and others having business relations with the Stations, and to continue to conduct financial operations of the Stations, including their credit and collection policies, with no less effort, as Station's carriage on cable television systems or multi-channel video operators identified in the prior conduct of the business of the Stations; (k) the Sellers shall remove, cure, correct and repair prior to the Closing any material deficiencies in the Assets and any violations under applicable statutes, rules, regulations, engineering standards or building, fire or zoning laws or regulations, which are inconsistent with the Sellers' representations, warranties and covenants contained in this Agreement; (l) the Sellers shall maintain monthly cash advertising and promotional expenditures for the Stations at levels that are consistent with past practices; (m) the Sellers shall make capital improvements reasonably required to continue the operations of the Stations consistent with past practices; (n) the Sellers shall maintain insurance policies on the Stations and the Assets comparable to those policies listed on Schedule 7.15; and (o) the Sellers shall maintain its books and records in accordance with GAAP and the methods used to prepare the Financial Statements and shall furnish the Buyers, within fifteen (15) days of the close of each broadcast month, a profit and loss statement in detail by line for such month7.16.

Interim Operation. Between Seller will continue the date of this Agreement and the Closing Date, except as expressly permitted by this Agreement or with the prior written consent operation of the Buyers: (a) the Sellers shall conduct the business and operations of the Stations solely Properties in the ordinary course of its business (or, where Seller is not the operator of a Property, will continue its actions as a non-operator in the ordinary course of its business), and normal will not sell or otherwise dispose of any portion of the Oil and Gas Properties, except for sales or other dispositions of (i) oil, gas and other minerals in the ordinary course of business consistent with past practiceafter production, with or (ii) equipment and other personal property or fixtures in the intent ordinary course of preserving business where the ongoing operations and assets same has become obsolete, is otherwise no longer necessary for the operation of the Stations; Properties, or is replaced by an item or items of at least equal suitability. Should Seller receive (bor desire to make) any proposals to drill additional xxxxx on the Sellers Oil and Gas Properties, or to conduct other operations which require consent of nonoperators under the applicable operating agreement, it will notify Buyer of, and consult with Buyer concerning, such proposals, but any decisions with respect to proposals shall not sellbe made by Seller in its sole discretion, assign, lease or otherwise transfer or dispose of any of so long as the Assets, except for assets consumed or disposed of decisions are made in the ordinary course of business. Without expanding any obligations which Seller may have to Buyer, where no longer used or useful in the business or operation of the Stations, in which event the same it is expressly agreed that Seller shall be replaced with assets of equal or greater value and utility and the Stations' inventories of spare parts and expendable supplies shall be maintained at levels consistent with past practices; (c) the Sellers shall not create, assume or permit never have any liability to exist any claim, liability, or Lien upon the Assets, except for those in existence on the date of this Agreement, all of which will be removed on or prior to the Closing Date unless they are to be assumed by the Buyers in accordance with Section 3.1 of this Agreement; (d) the Sellers shall operate the Stations in accordance with the FCC's rules and regulations, the Station Licenses and all other applicable laws, regulations, rules and orders, and shall not cause or permit by any act, or failure to act, any of the Station Licenses to expire, be surrendered, adversely modified, or otherwise terminated, or fail to prosecute with due diligence any pending application to the FCC; (e) the Sellers shall not waive any material right under any Assumed Contract; (f) the Sellers shall not, without the Buyers' consent, enter into or renew (i) any Assumed Contract that involves payment by or to the Sellers of Five Thousand Dollars ($5,000) or more, other than a Time Sales Agreement, (ii) any Assumed Contract for a term extending beyond the Closing Date, other than a Time Sales Agreement or (iii) enter any Trade Agreements without the Buyers' prior written consent; (g) the Sellers shall timely make all payments required to be paid under any Assumed Contract consistent with past practices and otherwise pay all liabilities and satisfy all obligations when such liabilities and obligations consistent with past practices; (h) the Sellers shall not increase or agree to increase the compensation, bonuses or other benefits for employees of the Stations, except as may be required under Assumed Contracts disclosed in Schedule 7.8 or consistent with past employee compensation and promotion practices, and shall pay all commissions due Buyer with respect to accounts receivable in accordance with past practices; operation of a Property greater than that which it might have as the operator to a non-operator under the applicable operating agreement (i) the Sellers shallor, in accordance with the Stations' personnel practices and policiesabsence of such an agreement, use its best efforts to maintain under the employment at the Stations and to renew the existing employment contractsAAPL 610 (1989 Revision) form Operating Agreement), if anyIT BEING RECOGNIZED THAT, of the employees listed on Schedule 7.9UNDER SUCH AGREEMENTS AND SUCH FORM, and neither the Sellers nor any Affiliate of the Sellers shall solicitTHE OPERATOR IS NOT RESPONSIBLE FOR ITS OWN NEGLIGENCE, directly or indirectly, through any agent or otherwise, the employment of, or hire, any of the employees listed on Schedule 7.9; provided, however, that notwithstanding the foregoing, the Sellers may solicit or hire any Excluded Employees listed on Schedule 10.5; (j) the Sellers shall use their best efforts to preserve the operations, organization and reputation of the Stations intact, to preserve the goodwill and business of the Stations' advertisers, suppliers, and others having business relations with the Stations, and suppliers, and others having business relations with the Stations, and to continue to conduct financial operations of the Stations, including their credit and collection policies, with no less effort, as in the prior conduct of the business of the Stations; (k) the Sellers shall remove, cure, correct and repair prior to the Closing any material deficiencies in the Assets and any violations under applicable statutes, rules, regulations, engineering standards or building, fire or zoning laws or regulations, which are inconsistent with the Sellers' representations, warranties and covenants contained in this Agreement; (l) the Sellers shall maintain monthly cash advertising and promotional expenditures for the Stations at levels that are consistent with past practices; (m) the Sellers shall make capital improvements reasonably required to continue the operations of the Stations consistent with past practices; (n) the Sellers shall maintain insurance policies on the Stations and the Assets comparable to those policies listed on Schedule 7.15; and (o) the Sellers shall maintain its books and records in accordance with GAAP and the methods used to prepare the Financial Statements and shall furnish the Buyers, within fifteen (15) days of the close of each broadcast month, a profit and loss statement in detail by line for such monthAND HAS NO RESPONSIBILITY OTHER THAN FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

Interim Operation. Between the date of this Agreement and the Closing Date, except as expressly permitted or required by this Agreement Agreement, or with the prior written consent of the BuyersBuyer: (a) the Sellers Seller shall conduct the business and operations of the Stations Station solely in the ordinary and normal course of business consistent with past practice, with the intent of preserving the ongoing operations and assets of the StationsStation; (b) the Sellers Seller shall not sell, assign, lease or otherwise transfer or dispose of any of the Station Assets, except for assets consumed or disposed of in the ordinary course of business, where no longer used or useful in the business or operation of the StationsStation, in which event the same shall be replaced with assets of equal or greater value and utility utility, and the Stations' Station's inventories of spare parts and expendable supplies shall be maintained at levels consistent with past practicescustomary practices in the broadcast industry; (c) the Sellers Seller shall not create, assume or permit to exist any claim, liability, mortgage, lien, pledge, condition, charge, or Lien encumbrance of any nature whatsoever upon the Station Assets, except for those in existence or required by Seller's lender (which shall be eliminated no later than the Closing Date) on the date of this Agreement, all of which will be removed on or prior to the Closing Date unless they are to be assumed by the Buyers Buyer in accordance with Section 3.1 of this Agreement; (d) the Sellers Seller shall construct and operate the Stations Station in accordance with the FCC's rules published rules, policies and regulations, the Station Licenses Licenses, and with all other applicable laws, regulations, rules and orders, and shall not cause or permit by any act, or failure to act, any of the Station Licenses to expire, be surrendered, adversely modified, or otherwise terminated, or fail to prosecute with due diligence any pending application to the FCC; (e) the Sellers shall not waive any material right under any Assumed Contract; (f) the Sellers shall not, without the Buyers' consent, enter into or renew (i) any Assumed Contract that involves payment by or to the Sellers of Five Thousand Dollars ($5,000) or more, other than a Time Sales Agreement, (ii) any Assumed Contract for a term extending beyond the Closing Date, other than a Time Sales Agreement or (iii) enter any Trade Agreements without the Buyers' prior written consent; (g) the Sellers Seller shall timely make all payments required to be paid under any Assumed Contract consistent with past practices the Tower Lease when due and otherwise pay all liabilities and satisfy all obligations when such liabilities and obligations consistent with past practicesbecome due; (hf) the Sellers shall not increase or agree to increase the compensation, bonuses or other benefits for employees of the Stations, except as may be required under Assumed Contracts disclosed in Schedule 7.8 or consistent with past employee compensation and promotion practices, and shall pay all commissions due with respect to accounts receivable in accordance with past practices; (i) the Sellers shall, in accordance with the Stations' personnel practices and policies, use its best efforts to maintain the employment at the Stations and to renew the existing employment contracts, if any, of the employees listed on Schedule 7.9, and neither the Sellers nor any Affiliate of the Sellers shall solicit, directly or indirectly, through any agent or otherwise, the employment of, or hire, any of the employees listed on Schedule 7.9; provided, however, that notwithstanding the foregoing, the Sellers may solicit or hire any Excluded Employees listed on Schedule 10.5; (j) the Sellers shall use their best efforts to preserve the operations, organization and reputation of the Stations intact, to preserve the goodwill and business of the Stations' advertisers, suppliers, and others having business relations with the Stations, and suppliers, and others having business relations with the Stations, and to continue to conduct financial operations of the Stations, including their credit and collection policies, with no less effort, as in the prior conduct of the business of the Stations; (k) the Sellers shall remove, cure, correct and repair prior to the Closing any material deficiencies in the Assets and any violations under applicable statutes, rules, regulations, engineering standards or building, fire or zoning laws or regulations, which are inconsistent with the Sellers' representations, warranties and covenants contained in this Agreement; (l) the Sellers shall maintain monthly cash advertising and promotional expenditures for the Stations at levels that are consistent with past practices; (m) the Sellers shall make capital improvements reasonably required to continue the operations of the Stations consistent with past practices; (n) the Sellers Seller shall maintain insurance policies on the Stations and the Assets comparable to those policies listed on Schedule 7.15; and (o) the Sellers shall maintain its books and records in accordance with GAAP and the methods used to prepare the Financial Statements and shall furnish the Buyers, within fifteen (15) days of the close of each broadcast month, a profit and loss statement in detail by line for such monthStation Assets.

Interim Operation. Between During the date of this Agreement Interim Period, the Seller will operate and maintain the Closing DateAcquired Assets in the ordinary course consistent with Good Industry Practices, except as expressly permitted unless otherwise contemplated by this Agreement or with the prior written consent of the BuyersBuyer. Without limiting the generality of the foregoing, the Seller shall not, without the prior written consent of the Buyer, which Buyer shall not unreasonably withhold or delay, during the Interim Period, with respect to the Acquired Assets: (a) the Sellers shall conduct the business and operations sell, lease (as lessor), transfer or otherwise dispose of, any of the Stations solely Acquired Assets, other than as used, consumed or replaced in the ordinary and normal course of business consistent with past practiceGood Industry Practices, with the intent of preserving the ongoing operations and assets or encumber, pledge, mortgage or suffer to be imposed on any of the StationsAcquired Assets any Lien other than (1) Conservation Restrictions and other Permitted Encumbrances of the type described in clauses (i) through (vi) of the definition thereof, (2) to any Affiliated Transferor, and (3) as permitted in Section 5.3.5; (b) make any material change in the Sellers shall not sell, assign, lease or otherwise transfer or dispose levels of any of Inventories customarily maintained by the Seller with respect to the Acquired Assets, except for assets consumed such changes that are consistent with Good Industry Practices; (c) amend, terminate or disposed of otherwise modify any Contract, Lease or Permit other than in the ordinary course of business, where no longer used or useful as may be required in connection with transferring the business Seller's rights or operation of the Stations, in which event the same shall be replaced with assets of equal or greater value and utility and the Stations' inventories of spare parts and expendable supplies shall be maintained at levels consistent with past practices; (c) the Sellers shall not create, assume or permit to exist any claim, liability, or Lien upon the Assets, except for those in existence on the date of this Agreement, all of which will be removed on or prior obligations thereunder to the Closing Date unless they are Buyer pursuant to be assumed by the Buyers in accordance with Section 3.1 of this Agreement; (d) the Sellers shall operate the Stations in accordance with the FCC's rules and regulationsenter into, the Station Licenses and all other applicable laws, regulations, rules and orders, and shall not cause or permit by any act, or failure to act, any of the Station Licenses to expire, be surrendered, adversely modifiedamend, or otherwise terminatedmodify any real or personal property Tax agreement, treaty or fail to prosecute with due diligence any pending application to the FCC;settlement; or (e) the Sellers shall not waive any material right under any Assumed Contract; (f) the Sellers shall not, without the Buyers' consentexcept as set forth in Schedule 5.3.1(e), enter into any commitment for the purchase or renew sale of fuel (whether commodity or transportation) having a term greater than three (3) months and not terminable either (i) any Assumed Contract that involves payment by automatically on the Closing Date; or to the Sellers of Five Thousand Dollars ($5,000) or more, other than a Time Sales Agreement, (ii) by option of the Buyer in its sole discretion at any Assumed Contract for a term extending beyond time after the Closing Date without penalty. On the Closing Date, other than a Time Sales Agreement or (iii) enter any Trade Agreements without Seller shall arrange, at Seller's cost, for the Buyers' prior written consent; (g) the Sellers shall timely make all payments required to be paid under any Assumed Contract consistent with past practices final removal and otherwise pay all liabilities and satisfy all obligations when such liabilities and obligations consistent with past practices; (h) the Sellers shall not increase or agree to increase the compensation, bonuses or other benefits for employees of the Stations, except as may be required under Assumed Contracts disclosed in Schedule 7.8 or consistent with past employee compensation and promotion practices, and shall pay all commissions due with respect to accounts receivable in accordance with past practices; (i) the Sellers shallproper disposal, in accordance with applicable Law, of any Hazardous Substances generated in the Stations' personnel practices ordinary course of business in operating and policies, use its best efforts to maintain maintaining the employment Acquired Assets that have been stored at the Stations and to renew the existing employment contracts, if any, of the employees listed on Schedule 7.9, and neither the Sellers nor any Affiliate of the Sellers shall solicit, directly or indirectly, through any agent or otherwise, the employment of, or hire, any of the employees listed on Schedule 7.9; provided, however, that notwithstanding the foregoing, the Sellers may solicit or hire any Excluded Employees listed on Schedule 10.5; (j) the Sellers shall use their best efforts to preserve the operations, organization and reputation of the Stations intact, to preserve the goodwill and business of the Stations' advertisers, suppliers, and others having business relations with the Stations, and suppliers, and others having business relations with the Stations, and to continue to conduct financial operations of the Stations, including their credit and collection policies, with no less effort, as in the prior conduct of the business of the Stations; (k) the Sellers shall remove, cure, correct and repair prior to the Closing any material deficiencies in the Assets and any violations under applicable statutes, rules, regulations, engineering standards or building, fire or zoning laws or regulations, which are inconsistent with the Sellers' representations, warranties and covenants contained in this Agreement; (l) the Sellers shall maintain monthly cash advertising and promotional expenditures for the Stations at levels that are consistent with past practices; (m) the Sellers shall make capital improvements reasonably required to continue the operations of the Stations consistent with past practices; (n) the Sellers shall maintain insurance policies on the Stations and the Assets comparable to those policies listed on Schedule 7.15; and (o) the Sellers shall maintain its books and records in accordance with GAAP and the methods used to prepare the Financial Statements and shall furnish the Buyers, within fifteen (15) days of the close of each broadcast month, a profit and loss statement in detail by line for Facilities pending such monthremoval.

Interim Operation. Between the date of this Agreement and the Closing Date, except as expressly permitted by this Agreement or with the prior written consent of the BuyersBuyer: (a) the Sellers shall conduct the business and operations of the Stations solely in the ordinary and normal course of business consistent with past practice, with the intent of preserving the ongoing operations and assets of the Stations; (b) the Sellers Seller shall not sell, assign, lease or otherwise transfer or dispose of any of the Station Assets, except for assets consumed or disposed of in the ordinary course of business, where no longer used or useful in the business or operation of the Stations, in which event the same shall be replaced with assets of equal or greater value and utility and the Stations' inventories of spare parts and expendable supplies shall be maintained at levels consistent with past practicesby a like asset; (cb) the Sellers Seller shall not create, assume or permit to exist any claimmortgage, liabilityLien, pledge, or Lien encumbrance of any nature whatsoever upon the Station Assets, except for those in existence on the date of this Agreement, all of which will be removed on or prior to the Closing Date unless they are to be assumed by the Buyers in accordance with Section 3.1 of this Agreement; (dc) the Sellers Seller shall operate the Stations Station in accordance compliance with the FCC's ’s rules and regulations, the Station Licenses Permit, and when issued, the License, and with all other applicable laws, regulations, rules and orders, including without limitation by performing all tests and measurements required in connection with the construction of the Station; (d) Seller shall comply in all respects with the Assumed Contracts, and shall not cause not, without the express written consent of Buyer, modify, amend, cancel or permit by any act, or failure to act, terminate any of the Station Licenses to expire, be surrendered, adversely modified, or otherwise terminated, or fail to prosecute with due diligence any pending application to the FCCAssumed Contracts; (e) the Sellers Seller shall not waive promptly notify Buyer of any material right default by, or claim of default against, any party under any of the Assumed ContractContracts, and any event or condition which, with notice or lapse of time or both, would constitute an event of default under such; (f) the Sellers shall not, without the Buyers' consent, enter into or renew (i) any Assumed Contract that involves payment by or to the Sellers of Five Thousand Dollars ($5,000) or more, other than a Time Sales Agreement, (ii) any Assumed Contract for a term extending beyond the Closing Date, other than a Time Sales Agreement or (iii) enter any Trade Agreements without the Buyers' prior written consent; (g) the Sellers shall timely make all payments required to be paid under any Assumed Contract consistent with past practices and otherwise pay all liabilities and satisfy all obligations when such liabilities and obligations consistent with past practices; (h) the Sellers shall not increase or agree to increase the compensation, bonuses or other benefits for employees of the Stations, except as may be required under Assumed Contracts disclosed in Schedule 7.8 or consistent with past employee compensation and promotion practices, and shall pay all commissions due with respect to accounts receivable in accordance with past practices; (i) the Sellers shall, in accordance with the Stations' personnel practices and policies, use its best efforts to maintain the employment at the Stations and to renew the existing employment contracts, if any, of the employees listed on Schedule 7.9, and neither the Sellers nor any Affiliate of the Sellers shall solicit, directly or indirectly, through any agent or otherwise, the employment of, or hire, any of the employees listed on Schedule 7.9; provided, however, that notwithstanding the foregoing, the Sellers may solicit or hire any Excluded Employees listed on Schedule 10.5; (j) the Sellers shall use their best efforts to preserve the operations, organization and reputation of the Stations intact, to preserve the goodwill and business of the Stations' advertisers, suppliers, and others having business relations with the Stations, and suppliers, and others having business relations with the Stations, and to continue to conduct financial operations of the Stations, including their credit and collection policies, with no less effort, as in the prior conduct of the business of the Stations; (k) the Sellers shall remove, cure, correct and repair prior to the Closing any material deficiencies in the Assets and any violations under applicable statutes, rules, regulations, engineering standards or building, fire or zoning laws or regulations, which are inconsistent with the Sellers' representations, warranties and covenants contained in this Agreement; (l) the Sellers shall maintain monthly cash advertising and promotional expenditures for the Stations at levels that are consistent with past practices; (m) the Sellers shall make capital improvements reasonably required to continue the operations of the Stations consistent with past practices; (n) the Sellers Seller shall maintain insurance policies on the Stations and Station Assets as is customary in the Assets comparable to those policies listed on Schedule 7.15broadcast industry; and (og) the Sellers Seller shall maintain its books the Station Assets in good operating condition; repair or replace all items of Personal Property at time intervals consistent with prior practice; maintain adequate supplies of spare parts consistent with past practices; and records in accordance repair or replace (subject to Article 20) any Station Asset that may be damaged or destroyed with GAAP items of equal or greater value and the methods used to prepare the Financial Statements and shall furnish the Buyers, within fifteen (15) days of the close of each broadcast month, a profit and loss statement in detail by line for such monthutility.

Interim Operation. Between Seller will continue the date of this Agreement and the Closing Date, except as expressly permitted by this Agreement or with the prior written consent operation of the Buyers: (a) the Sellers shall conduct the business and operations of the Stations solely in the ordinary and normal course of business consistent with past practice, with the intent of preserving the ongoing operations and assets of the Stations; (b) the Sellers shall not sell, assign, lease or otherwise transfer or dispose of any of the Assets, except for assets consumed or disposed of Properties in the ordinary course of businessits business (or, where Seller is not the operator of a Property, will continue its actions as a non-operator in the ordinary course of its business), and will not sell or otherwise dispose of any portion of the Properties, except for sales or other dispositions of (i) oil, gas and other minerals in the ordinary course of business after production, or (ii) equipment and other personal property or fixtures in the ordinary course of business where the same has become obsolete, is otherwise no longer used or useful in necessary for the business or operation of the StationsProperties, in which event the same shall be or is replaced with assets by an item or items of at least equal or greater value and utility and the Stations' inventories of spare parts and expendable supplies shall be maintained at levels consistent with past practices; (c) the Sellers suitability. Seller shall not create, assume sell any portion of the Properties valued in the aggregate of $500,000 or permit more without Buyer's written approval. Should Seller receive (or desire to exist make) any claim, liabilityproposals to drill additional xxxxx on the Oil and Gas Properties, or Lien upon to conduct other operations which require consent of non-operators under the Assetsapplicable operating agreement, except for those in existence on the date of this Agreement, all of which it will be removed on or prior to the Closing Date unless they are to be assumed by the Buyers in accordance with Section 3.1 of this Agreement; (d) the Sellers shall operate the Stations in accordance with the FCC's rules and regulations, the Station Licenses and all other applicable laws, regulations, rules and ordersnotify Buyer of, and shall not cause or permit by any actconsult with Buyer concerning, or failure to act, any of the Station Licenses to expire, be surrendered, adversely modified, or otherwise terminated, or fail to prosecute with due diligence any pending application to the FCC; (e) the Sellers shall not waive any material right under any Assumed Contract; (f) the Sellers shall not, without the Buyers' consent, enter into or renew (i) any Assumed Contract that involves payment by or to the Sellers of Five Thousand Dollars ($5,000) or more, other than a Time Sales Agreement, (ii) any Assumed Contract for a term extending beyond the Closing Date, other than a Time Sales Agreement or (iii) enter any Trade Agreements without the Buyers' prior written consent; (g) the Sellers shall timely make all payments required to be paid under any Assumed Contract consistent with past practices and otherwise pay all liabilities and satisfy all obligations when such liabilities and obligations consistent with past practices; (h) the Sellers shall not increase or agree to increase the compensation, bonuses or other benefits for employees of the Stations, except as may be required under Assumed Contracts disclosed in Schedule 7.8 or consistent with past employee compensation and promotion practices, and shall pay all commissions due proposals. Any decisions with respect to accounts receivable such proposals shall be made mutually by Seller and Buyer after consultation. Seller shall not permit new production imbalances other than those scheduled on Exhibit 2.1(a)(ix) greater in accordance value than $15,000 for the Oil and Gas Properties located in Kentucky and Tennessee or $6,000 for those Oil and Gas Properties located in West Virginia. Without expanding any obligations which Seller may have to Buyer, it is expressly agreed that Seller shall never have any liability to Buyer with past practices; respect to operation of a Property greater than that which it might have as the operator to a non-operator under the applicable operating agreement (i) the Sellers shallor, in accordance with the Stations' personnel practices and policiesabsence of such an agreement, use its best efforts to maintain under the employment at the Stations and to renew the existing employment contractsAAPL 610 (1989 Revision) form Operating Agreement), if anyIT BEING RECOGNIZED THAT, of the employees listed on Schedule 7.9UNDER CERTAIN OF SUCH AGREEMENTS AND SUCH FORMS, and neither the Sellers nor any Affiliate of the Sellers shall solicitTHE OPERATOR MAY NOT BE RESPONSIBLE FOR ITS OWN NEGLIGENCE, directly or indirectly, through any agent or otherwise, the employment of, or hire, any of the employees listed on Schedule 7.9; provided, however, that notwithstanding the foregoing, the Sellers may solicit or hire any Excluded Employees listed on Schedule 10.5; (j) the Sellers shall use their best efforts to preserve the operations, organization and reputation of the Stations intact, to preserve the goodwill and business of the Stations' advertisers, suppliers, and others having business relations with the Stations, and suppliers, and others having business relations with the Stations, and to continue to conduct financial operations of the Stations, including their credit and collection policies, with no less effort, as in the prior conduct of the business of the Stations; (k) the Sellers shall remove, cure, correct and repair prior to the Closing any material deficiencies in the Assets and any violations under applicable statutes, rules, regulations, engineering standards or building, fire or zoning laws or regulations, which are inconsistent with the Sellers' representations, warranties and covenants contained in this Agreement; (l) the Sellers shall maintain monthly cash advertising and promotional expenditures for the Stations at levels that are consistent with past practices; (m) the Sellers shall make capital improvements reasonably required to continue the operations of the Stations consistent with past practices; (n) the Sellers shall maintain insurance policies on the Stations and the Assets comparable to those policies listed on Schedule 7.15; and (o) the Sellers shall maintain its books and records in accordance with GAAP and the methods used to prepare the Financial Statements and shall furnish the Buyers, within fifteen (15) days of the close of each broadcast month, a profit and loss statement in detail by line for such monthAND HAS NO RESPONSIBILITY OTHER THAN FOR GROSS NEGLIGENCE OR WILFUL MISCONDUCT.

Interim Operation. Between the date of this Agreement and the Closing Date, except as expressly permitted by this Agreement or with the prior written consent of the BuyersBuyer: (a) the Sellers Trustee shall conduct operate the business and operations of the Stations solely Station in the ordinary Ordinary Course, and normal course of business consistent with past practice, with the intent of preserving Trustee shall take no action which could adversely effect the ongoing operations and assets of the StationsStation; (b) the Sellers Trustee shall not sell, assign, lease or otherwise transfer or dispose of any of the Station Assets, except for assets consumed or disposed of in the ordinary course of business, where no longer used or useful in the business or operation of the Stations, in which event unless the same shall be replaced with assets of equal or greater value and utility and utility, if replacement is necessary to the Stations' inventories operation of spare parts and expendable supplies shall be maintained at levels consistent with past practicesthe Station in the Ordinary Course; (c) the Sellers shall not create, assume or permit to exist any claim, liability, or Lien upon the Assets, except for those in existence on the date of this Agreement, all of which will be removed on or prior to the Closing Date unless they are to be assumed by the Buyers in accordance with Section 3.1 of this Agreement; (d) the Sellers Trustee shall operate the Stations Station in all material respects in accordance with the FCC's rules and regulations, regulations and the Station Licenses and with all other applicable laws, regulations, rules and orders; and shall not fail to prosecute with due diligence any pending application to the FCC, and shall not cause or permit by any act, or failure to act, any of the Station Licenses to expire, be surrendered, adversely modified, or otherwise terminated, or fail the FCC to prosecute with due diligence institute any pending application to proceeding for the FCCsuspension, revocation or material adverse modification of any of the Station Licenses; (d) Trustee shall maintain the insurance policies on the Station and the Station Assets listed in Schedule 5.7 or their equivalent; (e) If the Sellers broadcast transmissions of the Station from its main broadcast antenna at full authorized power is interrupted or impaired, Trustee shall not waive any material right under any Assumed Contractuse his reasonable best efforts to restore transmissions at full authorized power as soon as reasonably possible; (f) From and after the Sellers shall notdate of the Approval Order, without neither Trustee nor the Buyers' consent, Estate will enter into any contract or renew commitment relating to the Station or the Station Assets (i) except time sales agreements in the Ordinary Course), or amend or terminate any Assumed Contract that involves payment by (or to the Sellers of Five Thousand Dollars ($5,000waive any material right thereunder) or more, other than a Time Sales Agreement, (ii) any Assumed Contract for a term extending beyond the Closing Date, other than a Time Sales Agreement or (iii) enter any Trade Agreements without the Buyers' prior written consent; (g) the Sellers shall timely make all payments required to be paid under any Assumed Contract consistent with past practices and otherwise pay all liabilities and satisfy all obligations when such liabilities and obligations consistent with past practices; (h) the Sellers shall not increase or agree to increase the compensation, bonuses or other benefits for employees consent of the Stations, except as may be required under Assumed Contracts disclosed in Schedule 7.8 or consistent with past employee compensation and promotion practices, and shall pay all commissions due with respect to accounts receivable in accordance with past practices; (i) the Sellers shall, in accordance with the Stations' personnel practices and policies, use its best efforts to maintain the employment at the Stations and to renew the existing employment contracts, if any, of the employees listed on Schedule 7.9, and neither the Sellers nor any Affiliate of the Sellers shall solicit, directly or indirectly, through any agent or otherwise, the employment of, or hire, any of the employees listed on Schedule 7.9; provided, however, that notwithstanding the foregoing, the Sellers may solicit or hire any Excluded Employees listed on Schedule 10.5; (j) the Sellers shall use their best efforts to preserve the operations, organization and reputation of the Stations intact, to preserve the goodwill and business of the Stations' advertisers, suppliers, and others having business relations with the Stations, and suppliers, and others having business relations with the Stations, and to continue to conduct financial operations of the Stations, including their credit and collection policies, with no less effort, as in the prior conduct of the business of the Stations; (k) the Sellers shall remove, cure, correct and repair prior to the Closing any material deficiencies in the Assets and any violations under applicable statutes, rules, regulations, engineering standards or building, fire or zoning laws or regulations, which are inconsistent with the Sellers' representations, warranties and covenants contained in this Agreement; (l) the Sellers shall maintain monthly cash advertising and promotional expenditures for the Stations at levels that are consistent with past practices; (m) the Sellers shall make capital improvements reasonably required to continue the operations of the Stations consistent with past practices; (n) the Sellers shall maintain insurance policies on the Stations and the Assets comparable to those policies listed on Schedule 7.15; and (o) the Sellers shall maintain its books and records in accordance with GAAP and the methods used to prepare the Financial Statements and shall furnish the Buyers, within fifteen (15) days of the close of each broadcast month, a profit and loss statement in detail by line for such monthBuyer.

Interim Operation. Between BPH covenants and agrees that, between the date of this Agreement and the Closing DateDate (or any earlier date upon which this Agreement is terminated), except as expressly permitted by this Agreement or with the prior written consent of Larrx Xxxxxx, xx behalf of the BuyersBuyer, such consent not to be unreasonably withheld: (a) the Sellers shall conduct the business and operations of the Stations Stations, including Contracts entered into or assumed with respect to the Stations, will be conducted solely in the ordinary and normal course of business and consistent with past practicepractices (except for performance of the Pending Purchase Agreements in accordance with Section 9.13), with the intent of preserving the ongoing operations and assets of the Stations; (b) neither the Sellers Subsidiaries nor BPH nor any Affiliate of BPH to which any of the Assets is transferred shall not sell, assign, lease or otherwise transfer or dispose of any of the Assets, except for assets consumed or disposed of in the ordinary course of business, where business and assets no longer used or useful in the business or operation of the Stations, Stations (but nothing in which event this provision shall limit the same shall be replaced with rights of BPH or any Affiliate of BPH to transfer assets to BPH or an Affiliate of equal or greater value and utility and the Stations' inventories of spare parts and expendable supplies shall be maintained at levels consistent with past practicesBPH); (c) neither the Sellers shall not create, assume or permit Subsidiaries nor BPH nor any Affiliate of BPH to exist any claim, liability, or Lien upon the Assets, except for those in existence on the date of this Agreement, all of which will be removed on or prior to the Closing Date unless they are to be assumed by the Buyers in accordance with Section 3.1 of this Agreement; (d) the Sellers shall operate the Stations in accordance with the FCC's rules and regulations, the Station Licenses and all other applicable laws, regulations, rules and orders, and shall not cause or permit by any act, or failure to act, any of the Station Licenses to expire, be surrendered, adversely modified, or otherwise terminated, or fail to prosecute with due diligence any pending application to the FCC; (e) the Sellers Assets is transferred shall not waive any material right under any Assumed Contract; (f) the Sellers shall not, without the Buyers' consent, enter into or renew (i) any Assumed Contract that involves payment by or to the Sellers of Five Thousand Dollars ($5,000) or more, other than a Time Sales Agreement, (ii) any Assumed Contract for a term extending beyond the Closing Date, other than a Time Sales Agreement or (iii) enter any Trade Agreements without the Buyers' prior written consent; (g) the Sellers shall timely make all payments required to be paid under any Assumed Contract consistent with past practices and otherwise pay all liabilities and satisfy all obligations when such liabilities and obligations consistent with past practices; (h) the Sellers shall not increase or agree to increase the compensation, bonuses or other benefits for employees of the Stations, except as may be required under Assumed Contracts disclosed in Schedule 7.8 7.7 or consistent with past employee compensation and promotion practicesfor changes or promotions in the ordinary course of business, and each of them shall pay all commissions due with respect to accounts receivable arising in accordance with past practices;the ordinary course of business; and (id) BPH shall promptly inform the Sellers shall, Buyer in accordance with the Stations' personnel practices and policies, use its best efforts to maintain the employment at the Stations and to renew the existing employment contracts, if any, writing of the employees listed on Schedule 7.9, and neither the Sellers nor any Affiliate of the Sellers shall solicit, directly or indirectly, through material adverse change in any agent or otherwise, the employment of, or hire, any of the employees listed on Schedule 7.9; provided, however, that notwithstanding the foregoing, the Sellers may solicit or hire any Excluded Employees listed on Schedule 10.5; (j) the Sellers shall use their best efforts to preserve the operations, organization and reputation of the Stations intact, to preserve the goodwill and business of the Stations' advertisers, suppliers, and others having business relations with the Stations, and suppliers, and others having business relations with the Stations, and to continue to conduct financial operations of the Stations, including their credit and collection policies, with no less effort, as information contained in the prior conduct representations and warranties of the business of the Stations; (k) the Sellers shall remove, cure, correct and repair prior to the Closing BPH made in this Agreement or any breach by BPH in any material deficiencies in the Assets and respect of any violations under applicable statutes, rules, regulations, engineering standards or building, fire or zoning laws or regulations, which are inconsistent with the Sellers' representations, warranties and covenants material covenant of BPH contained in this Agreement; (l) the Sellers shall maintain monthly cash advertising and promotional expenditures for the Stations at levels that are consistent with past practices; (m) the Sellers shall make capital improvements reasonably required to continue the operations of the Stations consistent with past practices; (n) the Sellers shall maintain insurance policies on the Stations and the Assets comparable to those policies listed on Schedule 7.15; and (o) the Sellers shall maintain its books and records in accordance with GAAP and the methods used to prepare the Financial Statements and shall furnish the Buyers, within fifteen (15) days of the close of each broadcast month, a profit and loss statement in detail by line for such month.

Interim Operation. Between Except as set forth in the date of this Agreement Disclosure Schedule and the Closing Date, except as expressly permitted contemplated by this Agreement or with as expressly consented to in writing by Buyer, Seller agrees that from and after the prior written consent of date hereof until Closing, to (i) operate the Buyers: (a) the Sellers shall conduct the business and operations of the Stations solely Properties in the usual, regular and ordinary and normal course of business manner consistent with past practice; (ii) not transfer, with the intent of preserving the ongoing operations and assets of the Stations; (b) the Sellers shall not sell, assignmortgage, lease or otherwise transfer pledge or dispose of any material portion of the Assets, except for assets consumed or disposed Properties other than the sale and/or disposal of hydrocarbons in the ordinary course of business, where business and sales of equipment that is no longer used or useful necessary in the business or operation of the StationsProperties or for which equivalent replacement equipment has been obtained, and (iii) except in connection with emergency operations, make or become liable for any capital expenditures with respect to the Properties which event individually or in the same shall be replaced with assets aggregate exceeds twenty-five thousand and no/100 Dollars ($25,000.00). Buyer acknowledges Seller owns undivided interests in certain of equal the properties comprising the Properties that it is not the operator thereof, and Buyer agrees that the acts or greater value and utility and omissions of the Stations' inventories other working interests owners (including the operators) who are not Seller or any Affiliates of spare parts and expendable supplies shall be maintained at levels consistent with past practices; (c) the Sellers Seller shall not createconstitute a breach of the provisions of this Section 5(b), assume or permit to exist nor shall any claim, liability, or Lien upon action required by a vote of working interest owners constitute such a breach so long as Seller has voted its interest in a manner that complies with the Assets, except provisions of this Section 5(b). Except for those in existence disclosed (including the authorities for expenditures) on the date of this AgreementDisclosure Schedule (with respect to which Seller may take the action or actions disclosed in connection therewith on such Disclosure Schedule), all of which Seller will be removed on or prior to the Closing Date unless they are to be assumed by the Buyers in accordance with Section 3.1 of this Agreement; (d) the Sellers shall operate the Stations in accordance with the FCC's rules and regulations, the Station Licenses and all other applicable laws, regulations, rules and orders, and shall not cause or permit by any act, or failure to act, any of the Station Licenses to expire, be surrendered, adversely modified, or otherwise terminated, or fail to prosecute with due diligence any pending application to the FCC; (e) the Sellers shall not waive any material right under any Assumed Contract; (f) the Sellers shall not, without Buyer’s consent (which consent will not be unreasonably withheld or delayed), propose or conduct the Buyers' consentdrilling of any additional xxxxx, enter into or renew propose or conduct the deepening, plugging back, reworking or abandoning of any existing xxxxx, or propose or conduct any other operations which require consent under the applicable operating agreement where the cost thereof (iwith respect to Seller’s interest) any Assumed Contract that involves payment by or is reasonably expected to the Sellers of Five Thousand exceed twenty-five thousand and no/100 Dollars ($5,00025,000.00). Except for those disclosed (including the authorities for expenditures) on the Disclosure Schedule (with respect to which Seller may take the action or moreactions disclosed in connection therewith on such Disclosure Schedule), Seller will advise Buyer of any such proposals made by other than parties, and will consult with Buyer concerning such proposals, and will respond in the manner required by Buyer; provided that, if the period for responding to such a Time Sales Agreement, (ii) any Assumed Contract for a term extending proposal extends beyond the Closing Date, other than a Time Sales Agreement or (iii) enter any Trade Agreements without Seller will not respond to such proposal unless the Buyers' prior written consent; (g) the Sellers shall timely make all payments required to be paid under any Assumed Contract consistent with past practices and otherwise pay all liabilities and satisfy all obligations when such liabilities and obligations consistent with past practices; (h) the Sellers shall Closing does not increase or agree to increase the compensation, bonuses or other benefits for employees of the Stations, except as may be required under Assumed Contracts disclosed in Schedule 7.8 or consistent with past employee compensation and promotion practices, and shall pay all commissions due with respect to accounts receivable in accordance with past practices; (i) the Sellers shall, in accordance with the Stations' personnel practices and policies, use its best efforts to maintain the employment at the Stations and to renew the existing employment contracts, if any, of the employees listed on Schedule 7.9, and neither the Sellers nor any Affiliate of the Sellers shall solicit, directly or indirectly, through any agent or otherwise, the employment of, or hire, any of the employees listed on Schedule 7.9; provided, however, that notwithstanding the foregoing, the Sellers may solicit or hire any Excluded Employees listed on Schedule 10.5; (j) the Sellers shall use their best efforts to preserve the operations, organization and reputation of the Stations intact, to preserve the goodwill and business of the Stations' advertisers, suppliers, and others having business relations with the Stations, and suppliers, and others having business relations with the Stations, and to continue to conduct financial operations of the Stations, including their credit and collection policies, with no less effort, as in the prior conduct of the business of the Stations; (k) the Sellers shall remove, cure, correct and repair occur prior to the Closing any material deficiencies next to last day allowed to respond (in which case Seller shall respond in the Assets and manner required by Buyer). Seller will not modify any violations under applicable statutesLease or any Material Contract included in or relating to the Properties or enter into any new Material Contract relating to the Properties without Buyer’s consent, rulesother than production sales contracts, regulations, engineering standards or building, fire or zoning laws or regulationsother marketing related agreements, which are inconsistent with the Sellers' representationsterminate, warranties and covenants contained or can be terminated, (in this Agreement; each case without penalty or other detriment) in thirty-one (l31) the Sellers shall maintain monthly cash advertising and promotional expenditures for the Stations at levels that are consistent with past practices; (m) the Sellers shall make capital improvements reasonably required to continue the operations days or less. Seller will remain as operator of the Stations consistent with past practices; (n) the Sellers shall maintain insurance policies Properties shown on the Stations and the Assets comparable to those policies listed on Disclosure Schedule 7.15; and (o) the Sellers shall maintain its books and records in accordance with GAAP and the methods used to prepare the Financial Statements and shall furnish the Buyers, within fifteen (15) days of the close of each broadcast month, a profit and loss statement in detail as being operated by line for such monthSeller.

Interim Operation. Between Seller will continue the date of this Agreement and the Closing Date, except as expressly permitted by this Agreement or with the prior written consent operation of the Buyers: (a) the Sellers shall conduct the business and operations of the Stations solely Properties in the ordinary course of its business (or, where Seller is not the operator of a Property, will continue its actions as a non-operator in the ordinary course of its business), and normal will not sell or otherwise dispose of any portion of the Properties, except for sales or other dispositions of (i) oil, gas and other minerals in the ordinary course of business consistent with past practiceafter production, with or (ii) equipment and other personal property or fixtures in the intent ordinary course of preserving business where the ongoing operations and assets same has become obsolete, is otherwise no longer useful for the operation of the Stations; Properties, or is replaced by an item or items of at least equal suitability. Should Seller receive (bor desire to make) any proposals to drill additional wxxxx on the Sellers Oil and Gas Properties, or to conduct other operations which require consent of non-operators under the applicable operating agreement, it will notify Buyer of, and consult with Buyer concerning, such proposals, and will not consent to any single operation exceeding $50,000 in cost (net to Seller's interest) without the consent of Buyer, which such consent will not be unreasonably withheld. If such proposed operation does not exceed $50,000 (net to Seller's interest) any decisions with respect to such proposal shall not sellbe made by Seller in its sole discretion, assign, lease or otherwise transfer or dispose of any of so long as the Assets, except for assets consumed or disposed of decisions are made in the ordinary course of business. Without expanding any obligations which Seller may have to Buyer, where no longer used or useful in the business or operation of the Stations, in which event the same it is expressly agreed that Seller shall be replaced with assets of equal or greater value and utility and the Stations' inventories of spare parts and expendable supplies shall be maintained at levels consistent with past practices; (c) the Sellers shall not create, assume or permit never have any liability to exist any claim, liability, or Lien upon the Assets, except for those in existence on the date of this Agreement, all of which will be removed on or prior to the Closing Date unless they are to be assumed by the Buyers in accordance with Section 3.1 of this Agreement; (d) the Sellers shall operate the Stations in accordance with the FCC's rules and regulations, the Station Licenses and all other applicable laws, regulations, rules and orders, and shall not cause or permit by any act, or failure to act, any of the Station Licenses to expire, be surrendered, adversely modified, or otherwise terminated, or fail to prosecute with due diligence any pending application to the FCC; (e) the Sellers shall not waive any material right under any Assumed Contract; (f) the Sellers shall not, without the Buyers' consent, enter into or renew (i) any Assumed Contract that involves payment by or to the Sellers of Five Thousand Dollars ($5,000) or more, other than a Time Sales Agreement, (ii) any Assumed Contract for a term extending beyond the Closing Date, other than a Time Sales Agreement or (iii) enter any Trade Agreements without the Buyers' prior written consent; (g) the Sellers shall timely make all payments required to be paid under any Assumed Contract consistent with past practices and otherwise pay all liabilities and satisfy all obligations when such liabilities and obligations consistent with past practices; (h) the Sellers shall not increase or agree to increase the compensation, bonuses or other benefits for employees of the Stations, except as may be required under Assumed Contracts disclosed in Schedule 7.8 or consistent with past employee compensation and promotion practices, and shall pay all commissions due Buyer with respect to accounts receivable in accordance with past practices; operation of a Property greater than that which it might have as the operator to a non-operator under the applicable operating agreement (i) the Sellers shallor, in accordance with the Stations' personnel practices and policiesabsence of such an agreement, use its best efforts to maintain under the employment at the Stations and to renew the existing employment contractsAAPL 610 (1989 Revision) form Operating Agreement), if anyIT BEING RECOGNIZED THAT, of the employees listed on Schedule 7.9UNDER SUCH AGREEMENTS AND SUCH FORM, and neither the Sellers nor any Affiliate of the Sellers shall solicitTHE OPERATOR IS NOT RESPONSIBLE FOR ITS OWN NEGLIGENCE, directly or indirectly, through any agent or otherwise, the employment of, or hire, any of the employees listed on Schedule 7.9; provided, however, that notwithstanding the foregoing, the Sellers may solicit or hire any Excluded Employees listed on Schedule 10.5; (j) the Sellers shall use their best efforts to preserve the operations, organization and reputation of the Stations intact, to preserve the goodwill and business of the Stations' advertisers, suppliers, and others having business relations with the Stations, and suppliers, and others having business relations with the Stations, and to continue to conduct financial operations of the Stations, including their credit and collection policies, with no less effort, as in the prior conduct of the business of the Stations; (k) the Sellers shall remove, cure, correct and repair prior to the Closing any material deficiencies in the Assets and any violations under applicable statutes, rules, regulations, engineering standards or building, fire or zoning laws or regulations, which are inconsistent with the Sellers' representations, warranties and covenants contained in this Agreement; (l) the Sellers shall maintain monthly cash advertising and promotional expenditures for the Stations at levels that are consistent with past practices; (m) the Sellers shall make capital improvements reasonably required to continue the operations of the Stations consistent with past practices; (n) the Sellers shall maintain insurance policies on the Stations and the Assets comparable to those policies listed on Schedule 7.15; and (o) the Sellers shall maintain its books and records in accordance with GAAP and the methods used to prepare the Financial Statements and shall furnish the Buyers, within fifteen (15) days of the close of each broadcast month, a profit and loss statement in detail by line for such monthAND HAS NO RESPONSIBILITY OTHER THAN FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

Interim Operation. Between HOC will continue the date of this Agreement and the Closing Date, except as expressly permitted by this Agreement or with the prior written consent operation of the Buyers: (a) the Sellers shall conduct the business and operations of the Stations solely Properties in the ordinary course of its business, Sellers will continue their actions as non-operators in the ordinary course of their business, and normal without Buyer’s consent, will not sell or otherwise dispose of any portion of the Properties, except for sales or other dispositions of (i) oil, gas and other minerals in the ordinary course of business consistent with past practiceafter production, with or (ii) equipment and other personal property or fixtures in the intent ordinary course of preserving business where the ongoing operations and assets same has become obsolete, is otherwise no longer necessary for the operation of the Stations; Properties, or is replaced by an item or items of at least equal suitability. Should Seller receive (bor desire to make) any proposals to drill additional xxxxx on the Sellers Oil and Gas Properties, or to conduct other operations which require consent of non-operators under the applicable operating agreement, it will notify Buyer of, and consult with Buyer concerning, such proposals, but any decisions with respect to proposals shall not sellbe made by Seller in its sole discretion, assign, lease or otherwise transfer or dispose of any of so long as the Assets, except for assets consumed or disposed of decisions are made in the ordinary course of business. Without expanding any obligations which HOC may have to Buyer, where no longer used or useful in the business or operation of the Stations, in which event the same it is expressly agreed that HOC shall be replaced with assets of equal or greater value and utility and the Stations' inventories of spare parts and expendable supplies shall be maintained at levels consistent with past practices; (c) the Sellers shall not create, assume or permit never have any liability to exist any claim, liability, or Lien upon the Assets, except for those in existence on the date of this Agreement, all of which will be removed on or prior to the Closing Date unless they are to be assumed by the Buyers in accordance with Section 3.1 of this Agreement; (d) the Sellers shall operate the Stations in accordance with the FCC's rules and regulations, the Station Licenses and all other applicable laws, regulations, rules and orders, and shall not cause or permit by any act, or failure to act, any of the Station Licenses to expire, be surrendered, adversely modified, or otherwise terminated, or fail to prosecute with due diligence any pending application to the FCC; (e) the Sellers shall not waive any material right under any Assumed Contract; (f) the Sellers shall not, without the Buyers' consent, enter into or renew (i) any Assumed Contract that involves payment by or to the Sellers of Five Thousand Dollars ($5,000) or more, other than a Time Sales Agreement, (ii) any Assumed Contract for a term extending beyond the Closing Date, other than a Time Sales Agreement or (iii) enter any Trade Agreements without the Buyers' prior written consent; (g) the Sellers shall timely make all payments required to be paid under any Assumed Contract consistent with past practices and otherwise pay all liabilities and satisfy all obligations when such liabilities and obligations consistent with past practices; (h) the Sellers shall not increase or agree to increase the compensation, bonuses or other benefits for employees of the Stations, except as may be required under Assumed Contracts disclosed in Schedule 7.8 or consistent with past employee compensation and promotion practices, and shall pay all commissions due Buyer with respect to accounts receivable in accordance with past practices; operation of an Oil and Gas Property greater than that which it might have as the operator to a non-operator under the applicable operating agreement (i) the Sellers shallor, in accordance with the Stations' personnel practices and policiesabsence of such an agreement, use its best efforts to maintain under the employment at the Stations and to renew the existing employment contractsAAPL 610 (1989 Revision) form Operating Agreement), if anyIT BEING RECOGNIZED THAT, of the employees listed on Schedule 7.9UNDER SUCH AGREEMENTS AND SUCH FORM, and neither the Sellers nor any Affiliate of the Sellers shall solicitTHE OPERATOR IS NOT RESPONSIBLE FOR ITS OWN NEGLIGENCE, directly or indirectly, through any agent or otherwise, the employment of, or hire, any of the employees listed on Schedule 7.9; provided, however, that notwithstanding the foregoing, the Sellers may solicit or hire any Excluded Employees listed on Schedule 10.5; (j) the Sellers shall use their best efforts to preserve the operations, organization and reputation of the Stations intact, to preserve the goodwill and business of the Stations' advertisers, suppliers, and others having business relations with the Stations, and suppliers, and others having business relations with the Stations, and to continue to conduct financial operations of the Stations, including their credit and collection policies, with no less effort, as in the prior conduct of the business of the Stations; (k) the Sellers shall remove, cure, correct and repair prior to the Closing any material deficiencies in the Assets and any violations under applicable statutes, rules, regulations, engineering standards or building, fire or zoning laws or regulations, which are inconsistent with the Sellers' representations, warranties and covenants contained in this Agreement; (l) the Sellers shall maintain monthly cash advertising and promotional expenditures for the Stations at levels that are consistent with past practices; (m) the Sellers shall make capital improvements reasonably required to continue the operations of the Stations consistent with past practices; (n) the Sellers shall maintain insurance policies on the Stations and the Assets comparable to those policies listed on Schedule 7.15; and (o) the Sellers shall maintain its books and records in accordance with GAAP and the methods used to prepare the Financial Statements and shall furnish the Buyers, within fifteen (15) days of the close of each broadcast month, a profit and loss statement in detail by line for such monthAND HAS NO RESPONSIBILITY OTHER THAN FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.