Common use of Maintenance of Business Clause in Contracts

Maintenance of Business. Sellers shall continue to carry on the business and operation of, and maintain the books, accounts and records of, the Publications in substantially the same manner as heretofore in the ordinary course of business and shall maintain the properties, machinery, equipment and other Acquired Assets used in the business of the Publications in substantially the same manner as heretofore in the ordinary course of business consistent with past practice. Except as set forth on Schedule 5.1, prior to the Closing Date, Sellers will not, with respect to the Publications, without the prior written consent of Buyer, which will not be unreasonably withheld, conditioned or delayed: (a) (i) Make any change in circulation practices, or promotional, marketing or premium practices of the Publications, other than changes in the ordinary course of business which changes are not material, or (ii) make any change in policies for the pricing of circulation or advertising of the Publications except for changes in the ordinary course of business which changes are not material; (b) Sell, lease, remove, transfer or agree to sell, lease, remove or transfer any of the Acquired Assets without replacement thereof with an asset of substantially equivalent kind, condition and value and except in the ordinary course of business consistent with past practice; (c) Enter into or amend any contract of employment or collective bargaining agreement, or permit or commit to any increases or changes in the compensation (including, but not limited to, bonus, pension, profit-sharing, incentive, deferred compensation, stock purchase, stock option, stock appreciation right, group insurance, severance pay, retirement or other employee benefit plan, agreement or arrangement) of any Publication Employee or any independent contractor or other person providing services to any of Sellers primarily as it relates to the Publications and/or the Acquired Assets, except for increases in accordance with historical practices and except in the ordinary course of business consistent with past practice; (d) Enter into or amend any contract or commitment as it relates to any of the Publications involving annual consideration of more than $25,000 individually or $250,000 in the aggregate, waive any right or enter into any other transaction, other than as permitted by other provisions of this Agreement; (e) Sell, assign, transfer, license or permit to lapse any material Right; (f) Make any material change in any of the Real Property or fail to maintain the Real Property or other Acquired Assets in adequate repair and condition, ordinary wear and tear excepted; or cancel or fail to renew any of the current insurance policies or any of the coverage thereunder maintained for the protection of any of the Real Property or the other Acquired Assets; (g) Except for Permitted Encumbrances, encumber any of the Acquired Assets or permit any of the Acquired Assets to become subject to any Lien; (h) Enter into any contracts, agreements or arrangements (written or oral) with any Affiliate except those that would not create an Assumed Liability; or (i) Take any action that would otherwise require disclosure to be made on Schedule 3.4.

Maintenance of Business. Sellers shall continue to carry on the business and operation of, and maintain the books, accounts and records of, the Publications Newspaper in substantially the same manner as heretofore in the ordinary course of business and shall maintain the properties, machinery, equipment and other Acquired Assets used in the business of the Publications Newspaper in substantially the same manner as heretofore in the ordinary course of business consistent with past practicebusiness. Except as set forth on Schedule 5.1, prior to the Closing Date, Sellers will notno Seller will, with respect to the PublicationsNewspaper, without the prior written consent of Buyer, which will not be unreasonably withheld, conditioned or delayed: (a) (i) Make any change in circulation practices, or promotional, marketing or premium practices of the PublicationsNewspaper, other than changes in the ordinary course of business which changes are not material, or (ii) make any change in policies for the pricing of circulation or advertising of the Publications Newspaper except for changes in the ordinary course of business which changes are not material; (b) Sell, lease, remove, transfer or agree to sell, lease, remove or transfer any of the Acquired Assets without replacement thereof with an asset of substantially equivalent kind, condition and value and except in the ordinary course of business consistent with past practicevalue; (c) Enter into or amend any contract of employment or collective bargaining agreement, or permit or commit to any increases or changes in the compensation (including, but not limited to, bonus, pension, profit-sharing, incentive, deferred compensation, stock purchase, stock option, stock appreciation right, group insurance, severance pay, retirement or other employee benefit plan, agreement or arrangement) of any Publication Employee or any independent contractor or other person providing services to any employees of Sellers primarily as it relates to the Publications and/or the Acquired AssetsNewspaper, except for increases in accordance with historical practices and except in the ordinary course of business consistent with past practicepractices; (d) Enter into or amend any contract or commitment as it relates with respect to any of the Publications Newspaper involving annual consideration of more than $25,000 individually or $250,000 in the aggregate25,000, waive any right or enter into any other transaction, other than as permitted by other provisions of this Agreement; (e) Sell, assign, transfer, license or permit to lapse any material Right; (f) Make any material change in any of the Real Property or fail to maintain the Real Property or other Acquired Assets in adequate repair and condition, ordinary wear and tear excepted; or cancel or fail to renew any of the current insurance policies or any of the coverage thereunder maintained for the protection of any of the Real Property or the other Acquired Assets; (g) Except for Permitted Encumbrances, encumber any of the Acquired Assets or permit any of the Acquired Assets to become subject to any Lien;; or (h) Enter into any contracts, agreements or arrangements (written or oral) with any Affiliate except those that would not create an Assumed Liability; or (i) Take any action that would otherwise require disclosure to be made on Schedule 3.4of its affiliates.

Maintenance of Business. Sellers shall continue Except as disclosed in the Target Disclosure Letter, as contemplated by this Agreement or as consented to carry on the by Newco, which consent will not be unreasonably delayed or withheld, Target will use reasonable efforts to conduct its business and operation ofits relationships with customers, suppliers, employees and maintain the books, accounts and records of, the Publications others in substantially the same manner as heretofore it has prior to the date hereof and will not accelerate or delay the payment or collection of accounts. Without limiting the foregoing, until the Effective Time or earlier termination of this Agreement, except as disclosed in the ordinary course Target Disclosure Letter or as contemplated by this Agreement, Target will not, and will not permit any of business and shall maintain the properties, machinery, equipment and other Acquired Assets used in the business its Subsidiaries to do any of the Publications in substantially following, without the same manner as heretofore prior written consent of the President of Newco, which consent will not be unreasonably withheld or delayed: (a) Incur any indebtedness for borrowed money except in the ordinary course of business consistent with past practice. Except as set forth on Schedule 5.1, prior to the Closing Date, Sellers will not, with respect to the Publications, without the prior written consent of Buyer, which will not be unreasonably withheld, conditioned or delayed:practices; (ab) (i) Make enter into any change in circulation practices, or promotional, marketing or premium practices of the Publications, other than changes transaction not in the ordinary course of business which changes are not material, business; (c) encumber or (ii) make permit to be encumbered any change in policies for the pricing of circulation or advertising of the Publications its assets except for changes in the ordinary course of its business consistent with past practice and to an extent which changes are is not material; (bd) Sell, lease, remove, transfer or agree to sell, lease, remove or transfer dispose of any of the Acquired Assets without replacement thereof with an asset of substantially equivalent kind, condition and value and its assets except in the ordinary course of business consistent with past practice; (ce) Enter enter into any material lease or amend contract for the purchase or sale of any contract property, real or personal; (f) fail to maintain its equipment and other assets in good working condition and repair according to the standards it has maintained to the date of this Agreement, subject only to ordinary wear and tear; (g) pay any bonus, increased salary or special remuneration to any officer, employee or consultant (except for normal salary increases consistent with past practices not to exceed 10% per year and except pursuant to existing arrangements previously disclosed to Newco) or enter into any new employment or collective bargaining agreementconsulting agreement with any such person; (h) change accounting methods, except as required by GAAP or by a governmental authority, or permit materially revalue any of its assets; (i) declare, set aside or commit to pay any increases cash dividend or changes distribution in the compensation respect of capital stock, or redeem or otherwise acquire any of its capital stock; (including, but not limited to, bonus, pension, profit-sharing, incentive, deferred compensation, stock purchase, stock option, stock appreciation right, group insurance, severance pay, retirement j) amend or other employee benefit planterminate any contract, agreement or arrangementlicense to which it is a party except those amended or terminated in the ordinary course of business, consistent with past practice, and which are not material in amount or effect; (k) lend any amount to any person or entity, other than (i) advances for travel and expenses which are incurred in the ordinary course of business consistent with past practice, not material in amount and documented by receipts for the claimed amounts or (ii) any loans pursuant to the Target 401(k) Plan; (l) guarantee or act as a surety for any obligation except for the endorsement of checks and other negotiable instruments in the ordinary course of business, consistent with past practice, which are not material in amount; (m) waive or release any material right or claim except in the ordinary course of business, consistent with past practice; (n) issue or sell any shares of its capital stock of any Publication Employee class (except upon the exercise of an option or warrant currently outstanding), or any independent contractor other of its securities, or issue or create any warrants, obligations, subscriptions, options, convertible securities, or other person providing services commitments to issue shares of capital stock, or accelerate the vesting of any outstanding option or other security; (o) split or combine the outstanding shares of its capital stock of any class or enter into any recapitalization affecting the number of outstanding shares of its capital stock of any class or affecting any other of its securities; (p) merge, consolidate or reorganize with, or acquire any entity; (q) amend its Certificate of Incorporation or Bylaws; (r) license any of Sellers primarily as it relates to the Publications and/or the Acquired Assets, its technology or intellectual property except for increases in accordance with historical practices on a non-exclusive basis and except in the ordinary course of business consistent with past practice; (ds) Enter into or amend change any contract or commitment as it relates tax election, agree to any audit assessment by any tax authority, settle any tax dispute or liability, or file any federal or state income or franchise tax return outside of the Publications involving annual consideration ordinary course of more than $25,000 individually business; (t) change any insurance coverage or $250,000 permit any coverage in force to lapse, or issue any certificates of insurance; (u) take any action with the aggregate, waive intention directly or indirectly to adversely impact any right or enter into any other transaction, other than as permitted transaction contemplated by other provisions of this Agreement; (ev) Sellunless authorized by the Board of Directors of Target, assign, transfer, license commence any action at law or permit to lapse any material Right; (f) Make any material change in any of the Real Property or fail to maintain the Real Property or other Acquired Assets in adequate repair and condition, ordinary wear and tear excepted; or cancel or fail to renew any of the current insurance policies equity or any of the coverage thereunder maintained for the protection of any of the Real Property or the arbitrations, other Acquired Assets; (g) Except for Permitted Encumbrances, encumber any of the Acquired Assets or permit any of the Acquired Assets than to become subject to any Lien; (h) Enter into any contracts, agreements or arrangements (written or oral) with any Affiliate except those that would not create an Assumed Liabilityenforce Target’s rights and remedies under this Agreement; or (iw) Take agree to do, or permit any action that would otherwise require disclosure Subsidiary to be made on Schedule 3.4do or agree to do, any of the things described in the preceding clauses 4.3(a) through 4.3(v).

Maintenance of Business. Sellers During the period from the date ----------- ----------------------- of this Agreement and continuing until the earlier of the termination of this Agreement or the Time of Closing, Seller shall continue to carry on its business in the business usual, regular and operation of, and maintain the books, accounts and records of, the Publications ordinary course in substantially the same manner as heretofore conducted prior to the date of this Agreement and, to the extent consistent with such business, use commercially reasonable efforts to preserve intact its present business organizations, keep available the services of its present service providers and preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, so as to maintain its goodwill and ongoing businesses. Seller shall promptly notify Purchaser of any event or occurrence not in the ordinary course of business of Seller, and shall maintain the properties, machinery, equipment any event which could have a material and other Acquired Assets used in adverse effect on the business condition of the Publications in substantially the same manner as heretofore in the ordinary course of business consistent with past practiceSeller. Except as set forth on Schedule 5.1expressly contemplated by this Agreement, prior to the Closing Date, Sellers will not, with respect to the PublicationsSeller, without the prior written consent of Buyer, which will not be unreasonably withheld, conditioned or delayedPurchaser shall not: (a) (i) Make Enter into any change in circulation practices, commitment or promotional, marketing or premium practices of the Publications, other than changes transaction not in the ordinary course of business which changes are not materialto be performed over a period longer than six (6) months in duration, or (ii) make any change or, except as in policies for the pricing of circulation or advertising of the Publications except for changes in the ordinary course of business which changes are not materialaccordance with its existing capital budget previously disclosed to Purchaser, to purchase fixed assets with an aggregate purchase price exceeding $5,000; (b) SellTransfer to any person or entity any rights to the Seller's Intellectual Property Rights, lease, remove, transfer or agree to sell, lease, remove or transfer any except licenses of Intellectual Property Rights in connection with the Acquired Assets without replacement thereof with an asset sale of substantially equivalent kind, condition and value and except Seller's products in the ordinary course of business consistent with past practice; (c) Enter into Breach, amend or amend otherwise materially modify the terms of any contract Contract; (d) Except with prior consultation with Purchaser, commence a lawsuit other than for the routine collection of employment bills; (e) Issue, deliver or collective bargaining agreementsell or authorize or propose the issuance, delivery or sale of or authorization of, the purchase of any Seller Equity Interests or subscriptions, rights, warrants or options to acquire, or other agreements or commitments of any character obligating it to issue any such equity interests or other convertible securities, other than the issuance of Seller Equity Interests upon the exercise of previously outstanding options and warrants to purchase Seller Equity Interests; (f) Cause or permit any amendments to Seller's partnership agreement; (g) Acquire or commit agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any increases other manner, any business or changes any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets which are material, individually or in the compensation aggregate, to the business condition of Seller; (includingh) Sell, but not limited tolease, bonus, pension, profit-sharing, incentive, deferred compensation, stock purchase, stock option, stock appreciation right, group insurance, severance pay, retirement license or other employee benefit plan, agreement or arrangement) otherwise dispose of any Publication Employee of its properties or any independent contractor or other person providing services to any of Sellers primarily as it relates to the Publications and/or the Acquired Assets, except for increases in accordance with historical practices and assets except in the ordinary course of business; (i) Incur any indebtedness for borrowed money or guarantee any such indebtedness or issue or sell any debt securities or guarantee any debt securities of others; (j) Adopt or amend any employee benefit plans, or enter into any employment contract, except in compliance with the terms of preexisting service agreements, or increase the salaries or wage rates of its employees other than pursuant to scheduled employee reviews under Seller's normal employee review cycle or in connection with the hiring of employees other than officers in the ordinary course of business, in all cases consistent with past practice, or otherwise increase or modify the compensation or benefits payable or to become payable by Seller to any of its service providers; (k) Engage in any activities or transactions that are outside the ordinary course of its business consistent with past practice; (dl) Enter into Fail to pay or otherwise satisfy its material monetary obligations as they become due or consistent with past practice, except such as are being contested in good faith; (m) Waive or commit to waive any rights of substantial value; (n) Cancel, amend any contract or commitment as it relates to any of the Publications involving annual consideration of more or, other than $25,000 individually or $250,000 in the aggregateordinary course upon expiration of a policy term, waive renew any right material insurance policy; (o) Alter, or enter into any other transactioncommitment to materially alter, other than as permitted by other provisions of this Agreementits interest in any corporation, association, joint venture, partnership or business entity in which Seller directly or indirectly holds any interest on the date hereof; (ep) SellAgree (in writing or otherwise) to take, assign, transfer, license or permit to lapse any material Right; (f) Make any material change in any of the Real Property actions described in this Section 4.3 or fail to maintain the Real Property or other Acquired Assets in adequate repair and condition, ordinary wear and tear excepted; or cancel or fail to renew any action which would make any of the current insurance policies representations or any warranties or covenants of Seller and the Partners contained in this Agreement materially untrue or incorrect as of the coverage thereunder maintained for the protection of any of the Real Property or the other Acquired Assets; (g) Except for Permitted Encumbrances, encumber any of the Acquired Assets or permit any of the Acquired Assets to become subject to any Lien; (h) Enter into any contracts, agreements or arrangements (written or oral) with any Affiliate except those that would not create an Assumed LiabilityClosing Date; or (iq) Take Hire, or enter into any action that would otherwise require disclosure commitment to be made on Schedule 3.4hire, any additional employees or service providers of Seller.

Maintenance of Business. Sellers 5.1 Vendor shall continue to carry on the business and operation of, and maintain the booksAssets in a proper and prudent manner, accounts in accordance with good oil and records ofgas industry practice and the Regulations, from the Publications in substantially the same manner as heretofore in the ordinary course of business Effective Date until and shall maintain the properties, machinery, equipment and other Acquired Assets used in the business of the Publications in substantially the same manner as heretofore in the ordinary course of business consistent with past practice. Except as set forth on Schedule 5.1, prior to including the Closing Date, Sellers which, without limiting the generality of the foregoing, will not, with respect include the payment of all costs and expenses relating to the PublicationsAssets, the maintenance of adequate insurance in accordance with good oil and gas industry practices to cover the risks associated with the Assets and the operations thereof and the performance and compliance with all covenants and conditions contained in any agreements and documents to which the Assets are subject. 5.2 Until Closing, Vendor shall not, without the prior written consent of Buyer, which will not be unreasonably withheld, conditioned or delayedPurchaser: (a) voluntarily assume any obligation or commitment with respect to the Assets, where Vendor's share of the expenditure associated with such obligation or commitment is estimated to exceed [redacted] [Value – sensitive business information]; (ib) Make surrender or abandon any change in circulation practicesof the Assets; (c) amend or terminate any agreement or enter into any new agreement respecting the Assets; (d) propose or initiate the exercise of any right (including bidding rights at Crown sales, rights under area of mutual interest provisions, and rights of first refusal) or option relative to, or promotional, marketing or premium practices arising as a result of the Publicationsownership of, the Assets, or propose or initiate any operations on the Lands which have not been commenced or committed to by Vendor as of the earlier of the date of this Agreement or the Effective Date, if such exercise or option would result in either an obligation of Purchaser hereunder after the Effective Date or have a material adverse effect on the value of any of the Assets; (e) other than as disclosed on Schedule “H”, sell, transfer, or otherwise dispose of the Assets, or any of them, subject to the provisions of clause 15.1, excepting the sale of Petroleum Substances in the normal course of business; or (f) grant a security interest, other than changes the renewal of the Vendor’s corporate bank facility, or any new encumbrance with respect to any of the Assets. However, Vendor may assume such obligations or commitments and propose or initiate such operations or the exercise of any such right or option without the prior consent of Purchaser, if Vendor reasonably determines that such expenditures or actions are necessary for the protection of life or property, in which case Vendor shall promptly notify Purchaser of such intention or actions and Vendor's estimate of the costs and expenses associated therewith. 5.3 If an operation or the exercise of any right or option respecting the Assets is proposed in circumstances in which such operation or the exercise of such right or option would result in an obligation of Purchaser pursuant to subclause 5.2 (the “Proposal”), the following Paragraphs will apply to the Proposal: (a) Vendor shall promptly give notice of the Proposal to Purchaser, including in the notice the particulars of the Proposal in reasonable detail; (b) Purchaser shall, not later than 24 hours prior to the time Vendor is required to make its election with respect to the Proposal, advise Vendor, by notice in writing, whether it wishes Vendor to exercise its rights with respect to the Proposal on behalf of Purchaser, provided that failure of Purchaser to make an election within this period will be deemed to be an election by Purchaser to not participate in the Proposal; (c) Vendor shall make the election authorized, or deemed to be authorized, by Purchaser with respect to the Proposal within the period during which Vendor may respond to the Proposal; and (d) the election by Purchaser or the deemed election to not to participate in any Proposal required to preserve the existence of any of the Assets will not entitle Purchaser to any reduction of the Purchase Price in the event that Vendor's interest therein is terminated as a result of Purchaser’s election, and the termination will not constitute a failure of Vendor's representations pertaining to such Assets, notwithstanding clause 6.3. 5.4 Following Closing for the duration of the Maintenance Period, to the extent that Purchaser must be novated into operating agreements or other agreements governing any of the Assets, the following provisions will apply with respect to such Assets: (a) the provisions of clauses 5.1, 5.2, and 5.3 will continue to apply, mutatis mutandis; (b) Vendor shall not initiate any operation with respect to the Assets, except upon the written instruction of Purchaser or if Vendor reasonably determines that it is required for the protection of life or property, in which case Vendor may take such actions as it reasonably determines are required without the written instruction of Purchaser and shall promptly notify Purchaser of such intention or actions and Vendor's estimate of the costs and expenses associated therewith; (c) Vendor shall forthwith provide to Purchaser all authorizations for expenditure, notices, specific information, and other documents Vendor receives with respect to the Assets, and shall respond to such authorizations for expenditure, notices, specific information, and other documents pursuant to the written instruction of Purchaser, if received on a timely basis, provided that Vendor may (but will not be obligated to) refuse to follow instructions which it reasonably believes to be unlawful, unethical, or in conflict with an applicable contract; (d) Vendor shall forthwith provide to Purchaser notice of any events or occurrences affecting the Assets that are not in the ordinary course of business which changes are not materialbusiness, including without limitation: (i) any spill, or other incident involving Environmental Damage or Environmental Liability; (ii) make receipt of any change in policies for order, directive, or formal notification pursuant to the pricing of circulation or advertising of the Publications except for changes in the ordinary course of business which changes are not material;Regulations; and (biii) Sellany event or incident constituting or giving rise to a workplace safety hazard, leaseand Vendor shall respond to such notices pursuant to the written instruction of Purchaser, removeif received on a timely basis, transfer provided that Vendor may (but shall not be obligated to) refuse to follow instructions which it reasonably believes to be unlawful, unethical, or agree to sell, lease, remove or transfer any of the Acquired Assets without replacement thereof in conflict with an asset of substantially equivalent kind, condition and value and except in the ordinary course of business consistent with past practice; (c) Enter into or amend any contract of employment or collective bargaining agreement, or permit or commit to any increases or changes in the compensation (including, but not limited to, bonus, pension, profit-sharing, incentive, deferred compensation, stock purchase, stock option, stock appreciation right, group insurance, severance pay, retirement or other employee benefit plan, agreement or arrangement) of any Publication Employee or any independent contractor or other person providing services to any of Sellers primarily as it relates to the Publications and/or the Acquired Assets, except for increases in accordance with historical practices and except in the ordinary course of business consistent with past practice; (d) Enter into or amend any contract or commitment as it relates to any of the Publications involving annual consideration of more than $25,000 individually or $250,000 in the aggregate, waive any right or enter into any other transaction, other than as permitted by other provisions of this Agreement;applicable contract; and (e) SellVendor shall, assign, transfer, license or permit to lapse any material Right; (f) Make any material change in any within 15 days of the Real Property or fail receipt, deliver to maintain Purchaser all revenues, proceeds, and other benefits received by Vendor with respect to the Real Property or other Acquired Assets in adequate repair and conditionAssets, ordinary wear and tear excepted; or cancel or fail to renew any less the share of the current insurance policies or applicable lessor royalties, operating costs, treating, processing and transportation expenses, and those other costs and expenses directly associated with the Assets and the production of Petroleum Substances, provided that Vendor shall not be permitted to deduct from such revenues, proceeds, and other benefits any other costs and expenses it incurs as a result of such delivery to Purchaser. 5.5 Where Vendor is the coverage thereunder maintained for the protection registered payor of any of the Real Property Leases or Ancillary Agreements Vendor shall for the duration of the Maintenance Period continue to maintain such Leases and Ancillary Agreements, and make all rentals and all similar payments required to preserve any such Leases and Ancillary Agreements which become due and owing during the Maintenance Period; PROVIDED that upon the expiration of the Maintenance Period Purchaser shall be solely responsible for the payment of all such rentals and all similar payments. All such rental and similar payments made by Vendor will be credited to Vendor on the final accounting and adjustment as required pursuant to clause 4.3. 5.6 Where Vendor is the operator of the Assets, or any portion thereof, and in such capacity is responsible for the production accounting functions pertaining to the Assets, or any portion thereof, Vendor shall continue to perform the production accounting functions pertaining to the Assets, or any portion thereof, for the duration of the Maintenance Period; PROVIDED that upon the expiration of the Maintenance Period Purchaser shall be solely responsible for the performance of the production accounting functions pertaining to the Assets, or any portion thereof. 5.7 Insofar as Vendor maintains the Assets and takes actions with respect thereto on behalf of Purchaser pursuant to this article Vendor is hereby deemed to have been the agent of Purchaser hereunder, except to the extent of Vendor’s gross negligence or wilful misconduct. Except to the extent of Vendor’s gross negligence or wilful misconduct, Purchaser ratifies all actions taken by Vendor or refrained to be taken by Vendor pursuant to the terms of this article in such capacity during such period, with the intention that all such actions are deemed to be those of Purchaser. 5.8 Insofar as Vendor participates in either operations or the other Acquired Assets;exercise of rights or options as the agent of Purchaser pursuant to this article, Vendor may require Purchaser to secure the costs to be incurred by Vendor on behalf of Purchaser pursuant to such election in such manner as may be reasonably appropriate in the circumstances. (g) Except for Permitted Encumbrances5.9 Purchaser shall indemnify Vendor against all Losses whatsoever that Vendor may suffer or incur as a result of maintaining the Assets as the agent of Purchaser pursuant to this article, encumber any insofar as such Losses and costs are not a direct result of the Acquired Assets gross negligence or permit any willful misconduct of Vendor, or a breach of this Agreement. An action or omission of Vendor will not be regarded as gross negligence, willful misconduct, or a breach of this Agreement, however, to the extent it was done or omitted to be done in accordance with the instructions of or with the concurrence of Purchaser. 5.10 During the Interim Period and except to the extent provided in this article or permitted under an operating agreement, unit agreement, or other agreement to which Purchaser is to be a Party as of the Acquired Assets Effective Date, Purchaser will not, without the written consent of Vendor, propose to become subject Vendor, or request Vendor to propose to others, the conduct of any Lien; (h) Enter into operations on the Lands or the exercise of any contracts, agreements right or arrangements (written or oral) with any Affiliate except those that would not create an Assumed Liability; or (i) Take any action that would otherwise require disclosure to be made on Schedule 3.4option respecting the Assets.

Maintenance of Business. Sellers The Gannett Parties shall continue to carry on the business and operation of, and maintain the books, accounts and records of, the Publications Newspapers in substantially the same manner as heretofore in the ordinary course of business and shall maintain the properties, machinery, equipment and other Acquired Assets used in the business of the Publications Newspapers in substantially the same manner as heretofore in the ordinary course of business consistent with past practicebusiness. Except as set forth on Schedule 5.1, prior to the Closing Date, Sellers will notno Seller will, with respect to the PublicationsNewspapers, without the prior written consent of Buyer, which will not be unreasonably withheld, conditioned or delayed: (a) (i) Make any change in circulation practices, or promotional, marketing or premium practices of any of the PublicationsNewspapers, in each case, other than changes in the ordinary course of business which changes are not material, or (ii) make any change in policies for the pricing of circulation or advertising of any of the Publications Newspapers except for changes in the ordinary course of business which changes are not material; (b) Sell, lease, remove, transfer or agree to sell, lease, remove or transfer any of the Acquired Assets without replacement thereof with an asset of substantially equivalent kind, condition and value and except in the ordinary course of business consistent with past practicevalue; (c) Enter into or amend any contract of employment or collective bargaining agreement, or permit or commit to any increases or changes in the compensation (including, but not limited to, bonus, pension, profit-sharing, incentive, deferred compensation, stock purchase, stock option, stock appreciation right, group insurance, severance pay, retirement or other employee benefit plan, agreement or arrangement) of any Publication Employee or any independent contractor or other person providing services to any employees of Sellers primarily as it relates to the Publications and/or the Acquired AssetsNewspapers, except for increases in accordance with historical practices and except in the ordinary course of business consistent with past practicepractices; (d) Enter into or amend any contract or commitment as it relates with respect to any of the Publications Newspapers involving annual consideration of more than $25,000 individually or $250,000 in the aggregate25,000, waive any right or enter into any other transaction, other than as permitted by other provisions of this Agreement; (e) Sell, assign, transfer, license or permit to lapse any material Right; (f) Make any material change in any of the Real Property or fail to maintain the Real Property or other Acquired Assets in adequate repair and condition, ordinary wear and tear excepted; or cancel or fail to renew any of the current insurance policies or any of the coverage thereunder maintained for the protection of any of the Real Property or the other Acquired Assets; (g) Except for Permitted Encumbrances, encumber any and of the Acquired Assets or permit any of the Acquired Assets to become subject to any Lien;; or (h) Enter into any contracts, agreements or arrangements (written or oral) with any Affiliate except those that would not create an Assumed Liability; or (i) Take any action that would otherwise require disclosure to be made on Schedule 3.4of its affiliates.

Maintenance of Business. Sellers Gannett shall continue to carry on the business and operation of, and maintain the books, accounts and records of, the Publications Newspaper in substantially the same manner as heretofore in the ordinary course of business and shall maintain the properties, machinery, equipment and other Acquired Assets used in the business of the Publications Newspaper in substantially the same manner as heretofore in the ordinary course of business consistent with past practicebusiness. Except as set forth on Schedule 5.1, prior to the Closing Date, Sellers will notno Seller will, with respect to the PublicationsNewspaper, without the prior written consent of Buyer, which will not be unreasonably withheld, conditioned or delayed: (a) (i) Make any change in circulation practices, or promotional, marketing or premium practices of the PublicationsNewspaper, other than changes in the ordinary course of business which changes are not material, or (ii) make any change in policies for the pricing of circulation or advertising of the Publications Newspaper except for changes in the ordinary course of business which changes are not material; (b) Sell, lease, remove, transfer or agree to sell, lease, remove or transfer any of the Acquired Assets without replacement thereof with an asset of substantially equivalent kind, condition and value and except in the ordinary course of business consistent with past practicevalue; (c) Enter into or amend any contract of employment or collective bargaining agreement, or permit or commit to any increases or changes in the compensation (including, but not limited to, bonus, pension, profit-sharing, incentive, deferred compensation, stock purchase, stock option, stock appreciation right, group insurance, severance pay, retirement or other employee benefit plan, agreement or arrangement) of any Publication Employee or any independent contractor or other person providing services to any employees of Sellers primarily as it relates to the Publications and/or the Acquired AssetsNewspaper, except for increases in accordance with historical practices and except in the ordinary course of business consistent with past practicepractices; (d) Enter into or amend any contract or commitment as it relates with respect to any of the Publications Newspaper involving annual consideration of more than $25,000 individually or $250,000 in the aggregate25,000, waive any right or enter into any other transaction, other than as permitted by other provisions of this Agreement; (e) Sell, assign, transfer, license or permit to lapse any material Right; (f) Make any material change in any of the Real Property or fail to maintain the Real Property or other Acquired Assets in adequate repair and condition, ordinary wear and tear excepted; or cancel or fail to renew any of the current insurance policies or any of the coverage thereunder maintained for the protection of any of the Real Property or the other Acquired Assets; (g) Except for Permitted Encumbrances, encumber any and of the Acquired Assets or permit any of the Acquired Assets to become subject to any Lien;; or (h) Enter into any contracts, agreements or arrangements (written or oral) with any Affiliate except those that would not create an Assumed Liability; or (i) Take any action that would otherwise require disclosure to be made on Schedule 3.4of its affiliates.