Common use of Operation of the Business Clause in Contracts

Operation of the Business. Except as otherwise expressly permitted or required by this Agreement, unless the Purchasers shall otherwise consent in writing (which decision regarding consent will be promptly communicated and not unreasonably delayed), between the date of this Agreement and the Closing Date, the Sellers, to the extent not prohibited by applicable Antitrust Laws, will, and will cause AlphaGary Canada to: (a) conduct the Business (including the business of each Target Company) only in the Ordinary Course of Business; (b) use commercially reasonable efforts to consummate the Reorganization, maintain in all material respects the Purchased IP and preserve intact the Business, keep available the services of the current officers, employees and agents of the Target Companies and maintain the Business’ present relations with suppliers, customers, landlords, creditors, employees, agents and others having business relationships with the Business; (c) reasonably confer with the Purchasers concerning course operational matters that are of a material or non-ordinary nature; (d) otherwise reasonably report periodically to the Purchasers concerning the status of the Business, including the cash management processes, status of accounts payable, Accounts Receivable and the operations and finances of the Business; (e) make no material changes in management personnel of the Business except as otherwise agreed by the parties; (f) keep in full force and effect, without amendment, all material rights relating to the Business; (g) keep all Material Contracts, Leases, permits and other agreements affecting the Real Property in all material respects in good standing and free from delinquency or default; (h) comply in all material respects with all Legal Requirements applicable to the operations of the Business; (i) maintain the Real Property in all material respects in the same state of condition and repair as existing on the date hereof; (j) refrain from (i) performing or allowing the performance of any construction on the Real Property (except in the event of an emergency, notice of which will be promptly given to the Purchasers) or (ii) entering into any new Contracts affecting or binding upon the Real Property that would be binding upon the Purchasers or any Target Company after the Closing other than in the Ordinary Course of Business; (k) not amend, materially modify or terminate any Target Company Benefit Plan without the express written consent of the Purchasers, other than as required by applicable Legal Requirements, the terms of any Target Company Benefit Plan or the terms of any Material Contract; (l) not prepare any Tax Returns in a manner that would not be permitted pursuant to Section 9.1(a) of this Agreement; (m) not make any Tax election or settle or compromise any Tax liability; incur any material liability for Taxes other than in the Ordinary Course of Business; or file an amended Tax Return or a claim for refund of Taxes with respect to the income, operations or property of Target Companies unless such action (i) is required by an applicable Legal Requirement, (ii) is not inconsistent with the past practices of any Target Company or (iii) would not adversely affect the Tax liability of the Purchasers or any Related Persons of any Purchaser (including the Target Companies after the Closing Date); and (n) maintain in all material respects all books and records of the Business and the Target Companies in the Ordinary Course of Business.

Operation of the Business. Except (A) as set forth in Schedule 6.1 of the Seller Disclosure Schedule, (B) as otherwise expressly permitted or required contemplated by this Agreement, unless the Purchasers shall or (C) as otherwise consent consented to in writing (which decision regarding consent will be promptly communicated and not unreasonably delayed)by Buyer, between from the date of this Agreement and until the Closing DateClosing, the Sellers, to the extent not prohibited by applicable Antitrust Laws, will, and will cause AlphaGary Canada toSeller shall: (a) conduct afford to Buyer and its agents, advisors, and representatives reasonable access to the Business (including Assets and to Seller's documents and records relating thereto except Restricted Information and to Seller's personnel and shall furnish such information about the business Assets as Buyer shall reasonably request, all upon reasonable notice to Seller and in a manner that does not interfere in any material respect with the normal operations of each Target Company) only in Seller and the Ordinary Course of Business; (b) use commercially reasonable efforts subject to consummate the Reorganization, maintain in all material respects the Purchased IP and preserve intact the Business, keep available the services effects of the current officersSeller Bankruptcy, employees operate the Business in the usual and agents ordinary course consistent with past practice and not voluntarily shut down any material unit of the Target Companies and maintain Refinery to the Business’ present relations with suppliers, customers, landlords, creditors, employees, agents and others having business relationships with the Businessextent such material unit is capable of being safely operated; (c) reasonably confer operate the Business in material compliance with the Purchasers concerning course operational matters that are of a material or non-ordinary natureall Environmental Laws; (d) otherwise reasonably report periodically to the Purchasers concerning the status of the Business, including the cash management processes, status of accounts payable, Accounts Receivable and the operations and finances of the Businesskeep those insurance policies identified in Schedule 4.9 (or substantially comparable replacement policies) in effect until Closing; (e) make no material changes in management personnel subject to the effects of the Business except as otherwise agreed Seller Bankruptcy, use all commercially reasonable efforts to preserve substantially intact its business organization, to maintain its rights, privileges and immunities, to retain the services of its key employees (subject to work force requirements), to maintain its insurance coverages, and to maintain its relationships with its customers and suppliers who are approved by the partiesBankruptcy Court as critical vendors; (f) keep not sell, lease, exchange, or otherwise dispose of, or grant any Lien with respect to, any material Assets, except for (i) dispositions of inventories in full force the ordinary course of business consistent with past practice, (ii) Permitted Encumbrances, and effect, without amendment, all material rights relating to (iii) Liens securing debt that will not encumber the BusinessAssets after Closing; (g) keep all Material Contractsnot increase the compensation (excluding any compensation in respect of retention, Leaseschange of control or severance obligations not assumed by Buyer) payable to or to become payable to any director or executive officer of Seller or, permits in the case of other employees, increase the compensation payable or to become payable to other employees other than normal salary increases consistent with past practice except pursuant to any contract, agreement, or other legal obligation of Seller existing as of the date of this Agreement that has been disclosed to Buyer and other agreements affecting the Real Property except with respect to such increases in all material respects compensation as may be made in good standing and free from delinquency or defaultSeller's ordinary course of business; (h) comply in all not acquire or construct any assets or properties other than any assets or properties that are not material respects with all Legal Requirements applicable to the operations Business and other than repairs to existing units or assets (including repair of casualty loss and the Businessapplication of insurance proceeds thereto) or the acquisition of assets from suppliers or vendors in the ordinary course of business and consistent with past practice; (i) maintain not consent to the Real Property in all material respects entry of any decree or order by any Governmental Authority agreeing to pay any fine or penalty payable by Buyer after the Closing or causing a significant expansion in the same state scope of condition and repair as existing on the date hereof;Assumed Environmental Liabilities; and (j) refrain from (i) performing not agree in writing or allowing otherwise to do any of the performance of foregoing; except, in each case, for any construction on the Real Property (except matters that, individually or in the event of an emergencyaggregate, notice of which will be promptly given to the Purchasers) or (ii) entering into any new Contracts affecting or binding upon the Real Property that would be binding upon the Purchasers or any Target Company after the Closing other than in the Ordinary Course of Business; (k) not amend, materially modify or terminate any Target Company Benefit Plan without the express written consent of the Purchasers, other than as required by applicable Legal Requirements, the terms of any Target Company Benefit Plan or the terms of any Material Contract; (l) not prepare any Tax Returns in a manner that would not reasonably be permitted pursuant expected to Section 9.1(a) of this Agreement; (m) not make any Tax election or settle or compromise any Tax liability; incur any material liability for Taxes other than in the Ordinary Course of Business; or file an amended Tax Return or have a claim for refund of Taxes Material Adverse Effect with respect to the income, operations or property of Target Companies unless such action (i) is required by an applicable Legal Requirement, (ii) is not inconsistent with the past practices of any Target Company or (iii) would not adversely affect the Tax liability of the Purchasers or any Related Persons of any Purchaser (including the Target Companies after the Closing Date); and (n) maintain in all material respects all books and records of the Business and the Target Companies in the Ordinary Course of BusinessAssets being sold at Closing.

Operation of the Business. Except as otherwise expressly permitted or required by this Agreement, unless the Purchasers shall otherwise consent in writing (which decision regarding consent will be promptly communicated and not unreasonably delayed), between the date of this Agreement and the Closing Date, the Sellers, to the extent not prohibited by applicable Antitrust Laws, will, and will cause AlphaGary Canada to: (a) conduct the Business Seller shall: (including i) continue to carry on the business of each Target Company) only the Stations and keep their books and accounts, records and files in the Ordinary Course usual and ordinary manner in which the business has been conducted in the past; (ii) operate the Stations in accordance with the terms of Business; the FCC Authorizations and in material compliance with the Communications Act, FCC rules, regulations and policies, and all other applicable laws, rules and regulations, and maintain the FCC Authorizations in full force and effect and timely file and prosecute any necessary applications for renewal of the FCC Authorizations; (biii) use commercially reasonable efforts to consummate (1) preserve the Reorganization, maintain in all material respects the Purchased IP and preserve intact the Business, keep available the services business organization of the current officersStations intact, employees (2) retain substantially as at present the Stations' employees, consultants and agents agents, and (3) preserve the goodwill of the Target Companies and maintain the Business’ present relations with Stations' suppliers, customersadvertisers, landlords, creditors, employees, agents customers and others having business relationships relations with the Business; it; (c) reasonably confer with the Purchasers concerning course operational matters that are of a material or non-ordinary nature; (d) otherwise reasonably report periodically to the Purchasers concerning the status of the Business, including the cash management processes, status of accounts payable, Accounts Receivable and the operations and finances of the Business; (e) make no material changes in management personnel of the Business except as otherwise agreed by the parties; (f) keep in full force and effect, without amendment, all material rights relating to the Business; (giv) keep all Material Contracts, Leases, permits Tangible Personal Property and other agreements affecting the Real Property in all material respects in good standing operating condition (ordinary wear and free from delinquency or default; (htear excepted) comply in all material respects with all Legal Requirements applicable to the operations and repair and maintain adequate and usual supplies of the Business; (i) maintain the Real Property in all material respects inventory, office supplies, spare parts and other materials as have been customarily maintained in the same state of condition past; (v) preserve intact the Station Assets and repair as existing on the date hereof; (j) refrain from (i) performing or allowing the performance of any construction on the Real Property (except maintain in the event of an emergency, notice of which will be promptly given to the Purchasers) or (ii) entering into any new Contracts affecting or binding upon the Real Property that would be binding upon the Purchasers or any Target Company after the Closing other than in the Ordinary Course of Business; (k) not amend, materially modify or terminate any Target Company Benefit Plan without the express written consent of the Purchasers, other than as required by applicable Legal Requirements, the terms of any Target Company Benefit Plan or the terms of any Material Contract; (l) not prepare any Tax Returns in a manner that would not be permitted pursuant to Section 9.1(a) of this Agreement; (m) not make any Tax election or settle or compromise any Tax liability; incur any material liability for Taxes other than in the Ordinary Course of Business; or file an amended Tax Return or a claim for refund of Taxes effect its current insurance policies with respect to the incomeStations and the Station Assets; and (vi) collect the Stations' accounts receivable only in the ordinary course of business consistent with past practice. Nothing contained in this Agreement shall give Buyer any right to control the programming, operations or property any other matter relating to the Stations prior to the Closing, and Seller shall have complete control of Target Companies unless such action the programming, operations and all other matters relating to the Station up to the Closing. (b) Notwithstanding Section 4.1(a), Seller shall not, without the prior written consent of Buyer: (i) is required sell, lease, transfer, or agree to sell, lease or transfer, any Station Assets, except for non-material sales or leases in the ordinary course of business of items which are being replaced by an applicable Legal Requirementassets of comparable or superior kind, condition and value; (ii) is not inconsistent grant any raises to employees of the Stations or pay any substantial bonuses, except in the ordinary course of business and consistent with past practices, or enter into any contract of employment with any employee or employees of the past practices of any Target Company or Stations; (iii) would not adversely affect amend or terminate any existing time sales contracts with respect to the Tax liability Stations except in the ordinary course of business; (iv) amend, terminate or, by any act or omission, breach or default on any of the Purchasers Station Contracts, or enter into any Related Persons of any Purchaser (including contract, lease or agreement with respect to the Target Companies after the Closing Date); and (n) maintain in all material respects all books and records of the Business and the Target Companies Stations except those entered into in the Ordinary Course ordinary course of Business.business and with parties other than affiliates of Seller which have an obligation of no more than $5,000 individually and $50,000 in the aggregate; (v) by any act or omission cause any representation or warranty set forth in

Operation of the Business. Except as otherwise expressly permitted or required by this Agreement, unless the Purchasers shall otherwise consent in writing (which decision regarding consent will be promptly communicated and not unreasonably delayed), between Between the date of this Agreement and the Closing DateClosing, the Sellers, with respect to the extent not prohibited by applicable Antitrust LawsBusiness and Assets, willunless Buyer otherwise consents in writing, each Seller shall, and will shall cause AlphaGary Canada each Purchased Subsidiary to: (a) conduct the Business (including the business of each Target Company) only in the Ordinary Course ordinary course of Businessthe Business consistent with past practices or reasonable future expectations; (b) without making any commitment on Buyer’s behalf, use its commercially reasonable efforts to consummate the Reorganizationto, maintain in all material respects the Purchased IP and respects, preserve intact the Businesscurrent Business organization, keep available the services of the current officers, its employees and agents of the Target Companies and maintain the Business’ present its relations and goodwill with suppliers, customers, landlords, creditors, employees, agents and others having business relationships with the Businessit; (c) reasonably confer with the Purchasers concerning course operational matters that are of a material or non-ordinary nature; (d) otherwise reasonably report periodically to the Purchasers concerning the status of the Businessexcept for cause, including the cash management processes, status of accounts payable, Accounts Receivable and the operations and finances of the Business; (e) make no material changes in management personnel of the Business; (d) not hire any management personnel of the Business, make any changes to any Seller Benefit Plan affecting the Affected Employees, or increase the wages, salaries or benefits of any Affected Employee or Purchased Subsidiary Employee, other than in the ordinary course of business or pursuant to Legal Requirement; (e) maintain the Assets in a state of repair and condition that complies with Legal Requirements, is consistent with the requirements and normal conduct of the Business except as otherwise agreed and consistent with the recent normal and routine maintenance schedule performed by the partiesSellers; (f) use its commercially reasonable efforts to keep in full force and effect, without amendment, all material rights relating to the Business; (g) keep all Material Contracts, Leases, permits and other agreements affecting the Real Property in all material respects in good standing and free from delinquency or default; (h) comply in all material respects with all Legal Requirements and use its commercially reasonable efforts to comply with all contractual obligations applicable to the operations of the Business; (h) continue in full force and effect the insurance coverage under the policies set forth in Section 3.18(a) of the Seller Disclosure Letter or substantially equivalent policies; (i) maintain the Real not enter into a Seller Contract or Bid described in Section 3.17(a) or relating to Business Intellectual Property in all material respects other than in the same state ordinary course of condition and repair as existing on the date hereofbusiness; (j) refrain from (i) performing not dispose of or allowing permit to lapse any rights to the performance use of any construction on the Real Business Intellectual Property (or permit any Governmental Authorization to expire except in the event of an emergency, notice of which will be promptly given to the Purchasers) or (ii) entering into any new Contracts affecting or binding upon the Real Property that would be binding upon the Purchasers or any Target Company after the Closing other than in the Ordinary Course of Businessextent Sellers have used their reasonable commercial efforts to have such Governmental Authorization renewed; (k) not amend, materially modify or terminate any Target Company Benefit Plan without maintain all books and Records of Sellers and the express written consent Purchased Subsidiaries relating to the Business in the ordinary course of the Purchasers, other than as required by applicable Legal Requirements, the terms of any Target Company Benefit Plan or the terms of any Material ContractBusiness consistent with past practices; (l) not prepare with respect to any Tax Returns Purchased Subsidiary, amend its constituent documents or take any other action (including redeeming or issuing equity interests) affecting any Seller’s or Purchased Subsidiary’s ownership rights in a manner that would not be permitted pursuant to Section 9.1(a) of this Agreementanother Purchased Subsidiary; (m) not make any Tax election or settle or compromise any Tax liability; incur any material liability for Taxes other than in the Ordinary Course of Business; or file an amended Tax Return or a claim for refund of Taxes with respect to the incomeany Purchased Subsidiary, operations form, dissolve or property liquidate any Subsidiaries; (n) with respect to any Purchased Subsidiary, adopt, amend, renew or terminate (or give notice of Target Companies unless such action (itermination of) is required by an applicable Legal Requirement, (ii) is not inconsistent with the past practices of any Target Company or (iii) would not adversely affect the Tax liability of the Purchasers or any Related Persons of any Purchaser (including the Target Companies after the Closing Date)a Seller Benefit Plan; and (no) maintain in all material respects all books and records with respect to any Purchased Subsidiary, vary any terms of any of its insurance policies or knowingly take any action which may invalidate such policies or take out any additional or replacement policies other than renewals; and (p) with respect to any Purchased Subsidiary, make a Tax election, amend a Tax Return, settle a Tax claim or assessment, surrender a right to claim a Tax refund, change any method of Tax accounting or consent to an extension or waiver of the Business and limitation period applying to a Tax with respect to it, its assets, or the Target Companies in the Ordinary Course of Business.

Operation of the Business. Except as otherwise expressly permitted or required by this Agreement, unless the Purchasers shall otherwise consent in writing (which decision regarding consent will be promptly communicated and not unreasonably delayeddescribed on Schedule 4.2(b), between Seller shall operate or cause the date Business to be operated diligently and only in the regular and ordinary course and in a manner consistent with past practices. Without limiting the generality of this Agreement and the Closing Date, the Sellers, to the extent not prohibited by applicable Antitrust Laws, will, and will cause AlphaGary Canada toforegoing: (a) conduct Seller shall: (i) use reasonable efforts to preserve the organization of the Business (including the business of each Target Company) only in the Ordinary Course of Businessintact; (bii) duly file all Tax Returns required to be filed by Seller and its Subsidiaries that are affiliates and to pay promptly all Taxes and governmental charges (including unemployment insurance and workers compensation payments) as and when due, except for such as are disputed in good faith; (iii) use commercially reasonable efforts to consummate the Reorganization, maintain in full force and effect all material respects Permits required for the Purchased IP operation of the Business as presently conducted; (iv) use reasonable efforts to continue and preserve intact the Business, keep available the services of the current officers, employees and agents of the Target Companies and maintain the Business’ present relations constructive relationships with suppliers, customers, landlords, creditors, employees, agents customers and employees of the Business and with others having business dealings or relationships with the Business; (cv) reasonably confer with use reasonable efforts to keep available and maintain the Purchasers concerning course operational matters that are services of a material all officers, employees, agents and representatives of the Business on the same or non-ordinary naturesubstantially the same terms; (dvi) use reasonable efforts to maintain all of the Other Tangible Property, in a manner consistent with past practices, ordinary wear and tear excepted; and (vii) continue to make capital expenditures in accordance with the budgets set forth on Schedule 4.2(a). (b) Except as otherwise reasonably report periodically contemplated by this Agreement, or as described on Schedule 4.2(b), Seller shall not, and shall cause the Subsidiaries that are affiliates and the Stock Selling Subsidiaries not to, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) make any change in the authorized capital stock of the Stock Subsidiaries, certificate of incorporation or articles of association or bylaws of any member of the Stock Group or organizational documents of the Equity Subsidiaries, or merge or consolidate any member of the Stock Group; (ii) issue, sell or redeem any shares of the Stock or securities convertible into or exchangeable for Stock or the shares of any Indirect Subsidiary or any interests in the Equity Subsidiaries; (iii) issue any stock options or warrants in any member of the Stock Group; (iv) terminate, amend or grant any waiver under any Material Contract (or enter into any contract that would be a Material Contract) or cancel, modify or waive any material debts or claims held by Seller or its Subsidiaries or waive any rights material to the Purchasers concerning the status of the Business, including except in the cash management processes, status of accounts payable, Accounts Receivable and the operations and finances ordinary course of the Business; (ev) make no material changes knowingly do any act, omit to do any act, or permit any omission to act within its control, which will cause a breach or default in management personnel any of the Business except as otherwise agreed by the partiesMaterial Contracts; (fvi) keep in full force and effectmortgage, without amendment, all material rights relating pledge or subject to any other Encumbrance any portion of the BusinessSale Assets or the assets of the members of the Stock Group; (gvii) keep all Material Contractssell, Leasestransfer or otherwise dispose of any of the Sale Assets or any assets of the members of the Stock Group, permits except for sales of inventory items and other agreements affecting transfers and dispositions, in each case, in the Real Property in all material respects in good standing and free from delinquency or default; (h) comply in all material respects with all Legal Requirements applicable to the operations ordinary course of the Business; (iviii) maintain the Real Property in all material respects in the same state of condition and repair as existing on the date hereof; (j) refrain from (i) performing or allowing the performance of any construction on the Real Property (except in the event ordinary course of an emergencythe Business, notice change or increase the rate of which will be promptly given to the Purchasers) compensation paid to, or (ii) entering enter into any new Contracts affecting employment agreements with, any employees or binding upon agents of the Real Property that would be binding upon Business, except for the Purchasers or Transition Arrangements and any Target Company after "Retention Agreements" with employees of the Closing Business, in each case, as set forth on Schedule 9.2(d) and 2.19, respectively. (ix) incur any debt for borrowed money, other than in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (kx) not amend, materially modify acquire any assets or terminate properties outside the ordinary course of business or any Target Company Benefit Plan without the express written consent of the Purchasers, other than businesses; (xi) make any change in its fiscal year or its accounting methods or practices except as required by applicable Legal Requirementsreason of a concurrent change in accounting principles generally accepted in the United States; (xii) make or change any Tax election or Tax accounting method, settle any audit or file any Tax Returns, except in the terms ordinary course of business consistent with past practice; (xiii) enter into any Target Company Benefit Plan material joint venture, partnership or the terms of any Material other commitment or Contract; (lxiv) not prepare any Tax Returns in a manner that would not be permitted pursuant make capital expenditures or commitments for additions to Section 9.1(a) of this Agreement; (m) not make any Tax election property, plant or settle or compromise any Tax liability; incur any material liability for Taxes equipment constituting capital assets other than in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (xv) make any material change in any pricing, inventory or credit practice or policy; (xvi) take any action that would make any representation or warranty of Seller hereunder inaccurate in any material respects; or file an amended Tax Return or a claim for refund of Taxes with respect or (xvii) enter into any agreement to the income, operations or property of Target Companies unless such action (i) is required by an applicable Legal Requirement, (ii) is not inconsistent with the past practices of do any Target Company or (iii) would not adversely affect the Tax liability of the Purchasers or any Related Persons of any Purchaser (including the Target Companies after the Closing Date); and (n) maintain in all material respects all books and records of the Business and the Target Companies in the Ordinary Course of Businessforegoing.

Operation of the Business. Except as otherwise expressly permitted or required by this Agreement, unless the Purchasers shall otherwise consent in writing (which decision regarding consent will be promptly communicated From and not unreasonably delayed), between after the date of this Agreement and until the Closing Date, except otherwise consented to in writing by the SellersBuyer, the Seller shall operate its Business in the same manner as presently conducted and only in the ordinary and usual course and consistent with past practice and in compliance with (i) all laws known to Seller and (ii) all material leases, contracts, commitments and other agreements, and all licenses, permits, and other instruments, relating to the extent not prohibited by applicable Antitrust Laws, willoperation of the Business, and will cause AlphaGary Canada to: (a) conduct the Business (including the business of each Target Company) only in the Ordinary Course of Business; (b) use all commercially reasonable efforts to consummate the Reorganization, maintain in all material respects the Purchased IP and preserve intact the Business, its present business organization and to keep available the services of all employees, representatives and agents. The Seller shall use commercially reasonable efforts, consistent with past practices, to promote the current officers, employees Business and agents of the Target Companies and to maintain the Business’ present relations with suppliers, customers, landlords, creditors, employees, agents goodwill and others having business relationships reputation associated with the Business; (c) reasonably confer with the Purchasers concerning course operational matters that are of a , and shall not take or omit to take any action which causes, or which is likely to cause, any material or non-ordinary nature; (d) otherwise reasonably report periodically to the Purchasers concerning the status of the Business, including the cash management processes, status of accounts payable, Accounts Receivable and the operations and finances of the Business; (e) make no material changes in management personnel deterioration of the Business except as otherwise agreed by or the parties; (f) keep in full force and effect, without amendment, all material rights relating to Seller's relationships with suppliers or customers. Without limiting the Business; (g) keep all Material Contracts, Leases, permits and other agreements affecting the Real Property in all material respects in good standing and free from delinquency or default; (h) comply in all material respects with all Legal Requirements applicable to the operations generality of the Business; foregoing, (ia) the Seller will maintain all of the Real Property Assets, tangible or intangible, in all material respects in substantially the same state of condition and repair as existing on such Assets are maintained as of the date hereof; , ordinary wear and tear excepted; (jb) refrain from (i) performing the Seller shall not sell, transfer, pledge, lease or allowing the performance otherwise dispose of any construction on of the Real Property (except in the event of an emergencyAssets, notice of which will be promptly given to the Purchasers) or (ii) entering into any new Contracts affecting or binding upon the Real Property that would be binding upon the Purchasers or any Target Company after the Closing other than in the Ordinary Course ordinary course of Business; business; (kc) the Seller shall not amend, materially modify terminate or terminate waive any Target Company Benefit Plan without the express written consent material right in respect of the PurchasersAssets or the Business (including, other than as required by applicable Legal Requirementswithout limitation, the terms any Assumed Liabilities), or do any act, or omit to do any act, which will cause a material breach of any Target Company Benefit Plan contract, agreement, commitment or obligation by it (including, without limitation, any Assumed Liabilities); (d) the terms Seller shall maintain its books, accounts and records in accordance with good business practice and generally accepted accounting principles consistently applied; (e) the Seller shall not engage in any activities or transactions outside the ordinary course of business; and (f) the Seller shall not increase any Material Contract; (l) not prepare existing employee benefits, establish any Tax Returns in a manner that would not be permitted pursuant to Section 9.1(a) of this Agreement; (m) not make new employee plan or amend or modify any Tax election existing Employee Plans, or settle or compromise any Tax liability; otherwise incur any material obligation or liability for Taxes other than under any employee plan materially different in the Ordinary Course of Business; nature or file an amended Tax Return amount from obligations or a claim for refund of Taxes with respect to the income, operations or property of Target Companies unless such action (i) is required by an applicable Legal Requirement, (ii) is not inconsistent liabilities incurred in connection with the past practices of any Target Company or (iii) would not adversely affect the Tax liability of the Purchasers or any Related Persons of any Purchaser (including the Target Companies after the Closing Date); and (n) maintain in all material respects all books and records of the Business and the Target Companies in the Ordinary Course of BusinessEmployee Plans.

Operation of the Business. Except (i) as set forth in Schedule 6.1, (ii) as otherwise expressly permitted or required contemplated by this AgreementAgreement or the Related Agreements or (iii) as otherwise consented to by Buyer in advance in writing, unless such consent not to be unreasonably withheld, conditioned or delayed, during the Purchasers shall otherwise consent in writing Interim Period, Seller (which decision regarding consent will be promptly communicated and not unreasonably delayed), between with respect to the date of this Agreement Companies and the Closing Date, the Sellers, to the extent not prohibited by applicable Antitrust Laws, willBusiness) or Lion shall, and will shall cause AlphaGary Canada the Companies to: (a) conduct afford to Buyer and its agents, advisors, accountants, lenders, and representatives reasonable access to the Companies’ properties, personnel, documents and Records (except to the extent such access is prohibited by Law or by Contract) and to furnish such information about the Companies, their properties and assets, the Lion Shares and the Business (including as Buyer may reasonably request, all upon reasonable notice to Seller or Lion and in a manner that does not interfere in any material respect with the business normal operations of each Target Company) only in the Ordinary Course of Business; (b) use commercially reasonable efforts to consummate the Reorganization, maintain in all material respects the Purchased IP and preserve intact the Business, keep available the services of the current officers, employees and agents of the Target Companies operate and maintain the Business’ present relations with suppliers, customers, landlords, creditors, employees, agents properties and others having assets of the Companies and the Business in the ordinary course of business relationships with (including ordinary course of business: repairs; routine maintenance; and regulatory capital expenditures) and not enter into any material transaction outside the Businessordinary course of business; (c) reasonably confer operate the Business and maintain the properties and assets of the Companies in accordance with all Laws currently in effect, or as may be amended or come into effect prior to the Purchasers concerning course operational matters that are of a Closing, in all material or non-ordinary naturerespects; (d) otherwise reasonably report periodically use Commercially Reasonable Efforts to preserve their existing beneficial relationships with agents, lessors, suppliers and customers, subject to the Purchasers concerning the status effects of the Business, including announcement of the cash management processes, status of accounts payable, Accounts Receivable Contemplated Transactions and the operations and finances of Buyer’s stated plans for the Business; (e) make no material changes in management personnel not incur any obligations for borrowed money or purchase money indebtedness, whether or not evidenced by a note, bond, debenture or similar instrument (nor enter into any guarantees with respect to any such indebtedness), which indebtedness is secured by some or all of the Business properties or assets of the Companies except as otherwise agreed by indebtedness that will be paid in full at or prior to the partiesClosing; (f) keep except in the ordinary course of business, not destroy or remove any material Records; (g) promptly notify Buyer of any material emergency or other material change in or affecting the Business or the properties or assets of the Companies, including any material Claim asserted or material Proceeding initiated against Seller with respect to the Business or the Lion Shares or against any of the Companies; (h) not (i) grant or approve any increase in compensation, commission, bonus or other direct or indirect remuneration payable to any employee of the Business within the 35 day period immediately preceding the Closing Date (provided, however, that this clause (h)(i) shall not apply to any such increases required pursuant to any CBA), or (ii) hire any new employee, other than to fill a vacancy in an existing position; provided that Seller may make special bonus payments to employees of the Business as it may deem necessary to preserve key employees, and such bonus payments shall not increase the Lion/Ergon Debt; (i) not enter into any Contract that would have been a Material Contract if it would have been in effect on the Execution Date, except any contract, agreement or other arrangement entered into in the ordinary course of business; (j) not amend, modify or terminate any Material Contract or otherwise waive, release or assign any material rights, Claims or benefits of Seller or any Company under any Material Contract or enter into any derivative, option, hedge or futures contracts, except any derivative, option, hedge or futures contracts entered into in the ordinary course of business; (k) not enter into any new CBAs, or amend or modify in any material respect any existing CBA; (l) not adopt any new or modified method of accounting (except in accordance with GAAP, Law or regulatory guidelines, provided that Seller promptly informs Buyer in writing and in reasonable detail of any such new or modified method of accounting) with respect to the properties or assets of the Companies or the Business outside the ordinary course of business; (m) provide Buyer with copies of the financial and operating reports prepared or maintained by or for the Companies in the ordinary course of business that are reasonably requested by Buyer and consistent in scope and format with the financial and operating reports previously provided to Buyer; (n) timely obtain, maintain in full force and effect, without amendmentand comply, in all material rights relating to respects, with all provisions of all material Authorizations required in connection with the operation of the properties or assets of the Companies or the Business; (go) keep except in the ordinary course of business and except for cash used to repay any and all Material Contractsindebtedness under the Paline Note, Leasesnot sell, permits and other agreements affecting the Real Property in all material respects in good standing and free from delinquency transfer, convey, assign, dispose of, exchange or defaultlease any of their properties or assets; (hp) comply in all material respects with all Legal Requirements applicable not take any action to amend the operations Governing Documents of the BusinessCompanies; (iq) maintain not issue any capital stock, Share Equivalents or other equity interests of any of the Real Property in all material respects in the same state of condition and repair as existing on the date hereofCompanies; (jr) refrain from not convert, merge or consolidate any of the Companies with or into any other corporation or entity; (s) not adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization related to any of the Companies; (t) not (i) performing or allowing the performance of amend any construction on the Real Property (except in the event of an emergency, notice of which will be promptly given to the Purchasers) or (ii) entering into any new Contracts affecting or binding upon the Real Property that would be binding upon the Purchasers or any Target Company after the Closing other than in the Ordinary Course of Business; (k) not amend, materially modify or terminate any Target Company Benefit Plan without the express written consent of the Purchasers, other than as required by applicable Legal Requirements, the terms of any Target Company Benefit Plan or the terms of any Material Contract; (l) not prepare any material Tax Returns in a manner that would not be permitted pursuant to Section 9.1(a) of this Agreement; (m) not make any Tax election Return or settle or compromise any material Tax liabilityliability or enter into any agreement or preliminary settlement with any Governmental Authority concerning material Taxes; incur any material liability for Taxes other than in the Ordinary Course of Business; or file an amended Tax Return or a claim for refund of Taxes with respect to the income, operations or property of Target Companies unless such action (i) is required by an applicable Legal Requirement, (ii) is not inconsistent with the past practices of make or change any Target Company or material Tax election; (iii) would file with, or provide to, any Governmental Authority any waiver extending the statutory period for assessment or reassessment of material Taxes or any other waiver of restrictions on assessment or collection of any material Taxes; (iv) change an annual accounting period for Tax purposes; or (v) affirmatively surrender any right to claim a refund of material Taxes; and (u) not adversely affect the Tax liability agree, resolve or commit to do any of the Purchasers actions prohibited in Section 6.1(e), (f), (h), (i), (j), (k), (l), (o), (p), (q), (r), (s) or any Related Persons of any Purchaser (including the Target Companies after the Closing Datet); and (n) maintain in all material respects all books and records of the Business and the Target Companies in the Ordinary Course of Business.

Operation of the Business. Except (a) Seller shall: (i) except as otherwise expressly permitted or required by set forth in this Agreement, unless the Purchasers shall otherwise consent in writing (which decision regarding consent will be promptly communicated and not unreasonably delayed), between the date of this Agreement and the Closing Date, the Sellers, continue to the extent not prohibited by applicable Antitrust Laws, will, and will cause AlphaGary Canada to: (a) conduct the Business (including carry on the business of each Target Company) only the Station and keep its books and accounts, records and files materially in conformity with the usual and ordinary manner in which the business has been conducted in the Ordinary Course past; (ii) operate the Station materially in accordance with the terms of Business; the FCC Authorizations and in material compliance with the Communications Act, FCC rules, regulations and policies, and all other applicable laws, rules and regulations, and maintain the FCC Authorizations in full force and effect and timely file and prosecute any necessary applications for renewal of the FCC Authorizations; (biii) use commercially reasonable efforts to consummate preserve the Reorganizationbusiness organization of the Station intact, maintain in all material respects retain substantially as at present the Purchased IP Station's employees, consultants and agents, and preserve intact the Business, keep available the services goodwill of the current officers, employees and agents of the Target Companies and maintain the Business’ present relations with Station's suppliers, customersadvertisers, landlords, creditors, employees, agents customers and others having business relationships relations with it; (iv) keep all Tangible Personal Property and Real Property in good operating condition (ordinary wear and tear excepted) and repair and maintain adequate and usual supplies of inventory, office supplies, spare parts and other materials as have been customarily maintained in the Business;past; and (v) maintain in effect its current insurance policies with respect to the Station and the Station Assets. Nothing contained in this Agreement shall give Buyer any right to control the programming, operations or any other matter relating to the Station prior to the Closing, and Seller shall have complete control of the programming, operations and all other matters relating to the Station up to the Closing. (b) Notwithstanding Section 4.1(a), Seller shall not, without the prior written consent of Buyer: (i) sell, lease, transfer, or agree to sell, lease or transfer, any Station Assets except for non-material sales or leases, in the ordinary course of business of items which are being replaced by assets of comparable or superior kind, condition and value; (ii) grant any raises to employees of the Station, pay any substantial bonuses or enter into any contract of employment with any employee or employees of the Station except in the ordinary course of business or which shall not continue beyond the Closing Date; (iii) amend or terminate any existing time sales contracts with respect to the Station except in the ordinary course of business; (iv) amend or terminate any of the Station Contracts or enter into any contract, lease or agreement with respect to the Station except those entered into in the ordinary course of business that will be paid and performed in full before Closing; or (v) by any act or omission knowingly cause any representation or warranty set forth in Article 2 to become untrue or inaccurate. (c) reasonably confer with the Purchasers concerning course operational matters that are of a material or non-ordinary nature; (d) otherwise reasonably report periodically Seller shall continue diligently to the Purchasers concerning the status prosecute, including by requesting reconsideration of the BusinessFCC's adverse decision, including Seller's pending FCC application for construction permit to relocate the cash management processes, status of accounts payable, Accounts Receivable and the operations and finances antenna of the Business; Station from Media, Pennsylvania to Philadelphia, Pennsylvania (eFCC File No. BPH-940513IB) make no material changes in management personnel of (the Business except "Relocation Petition"). Until such time as otherwise agreed by the parties; (f) keep in full force and effectRelocation Petition shall have been granted, without amendment, all material rights relating to the Business; (g) keep all Material Contracts, Leases, permits and other agreements affecting the Real Property in all material respects in good standing and free Seller shall operate primarily from delinquency or default; (h) comply in all material respects with all Legal Requirements applicable to the operations of the Business; (i) maintain the Real Property in all material respects in the same state of condition and repair as existing on the date hereof; (j) refrain from (i) performing or allowing the performance of any construction on the Real Property (except in the event of an emergency, notice of which will be promptly given to the Purchasers) or (ii) entering into any new Contracts affecting or binding upon the Real Property that would be binding upon the Purchasers or any Target Company after the Closing other than in the Ordinary Course of Business; (k) not amend, materially modify or terminate any Target Company Benefit Plan without the express written consent of the Purchasers, other than as required by applicable Legal Requirements, the terms of any Target Company Benefit Plan or the terms of any Material Contract; (l) not prepare any Tax Returns in a manner that would not be permitted pursuant to Section 9.1(a) of this Agreement; (m) not make any Tax election or settle or compromise any Tax liability; incur any material liability for Taxes other than in the Ordinary Course of Business; or file an amended Tax Return or a claim for refund of Taxes with its main transmitter location. With respect to the incomeRelocation Petition, operations Seller shall timely respond to all FCC inquiries, timely provide Buyer copies of all documents prepared or property of Target Companies unless such action (i) is required received by an applicable Legal Requirementit that relate thereto, (ii) is not inconsistent with the past practices of any Target Company or (iii) would not adversely affect the Tax liability otherwise keep Buyer fully informed of the Purchasers or any Related Persons of any Purchaser (including the Target Companies after the Closing Date); and (n) maintain status thereof, and consult with Buyer in all material respects all books and records of the Business and the Target Companies advance regarding Seller's actions in the Ordinary Course of Businessconnection therewith.

Operation of the Business. Except From the date hereof until the Closing, except as otherwise expressly (i) permitted or required contemplated by this Agreement, unless the Purchasers shall otherwise consent (ii) requested by Buyer or consented to in writing by Buyer (which decision regarding such consent will not to be promptly communicated and not unreasonably withheld, conditioned or delayed), between the date of this Agreement and the Closing Date, the Sellers, to the extent not prohibited (iii) set forth on Schedule 5.1 or (iv) required by applicable Antitrust Laws, will, and will cause AlphaGary Canada toLaw: (a) Seller shall: (i) operate the Business in all material respects in the ordinary course of business; applicable Laws; and (ii) conduct the Business (including the business of each Target Company) only in the Ordinary Course of Business;all material respects in accordance with (biii) use its commercially reasonable efforts to consummate the Reorganization, preserve and maintain in all material respects the Purchased IP and preserve intact the Business, keep available the services goodwill of the current officers, employees Business and agents of the Target Companies and maintain the Business’ present relations with suppliers, customers, landlords, creditors, employees, agents and others having business relationships with the Business; (c) reasonably confer with the Purchasers concerning course operational matters that are of a material or non-ordinary nature; (d) otherwise reasonably report periodically to the Purchasers concerning the status of the Business, including the cash management processes, status of accounts payable, Accounts Receivable and the operations and finances customers of the Business; (eiv) make no material changes in management personnel to the extent Seller receives any payments or other revenues attributable to any of the Business except as otherwise agreed by Purchased Assets for any periods from and after the partiesEconomic Effective Date, Seller will hold such payments or other revenues for the exclusive benefit of Buyer and shall promptly deliver such payments or other revenues to Buyer; (fv) keep in full force and effect, without amendment, all material rights relating to the Business; (g) keep all Material Contracts, Leases, permits and other agreements affecting the Real Property in all material respects in good standing and free from delinquency extent Seller any pipeline or default; (h) comply in all material respects with all Legal Requirements transporter has issued a prior period adjustment applicable to the operations Customer meters included in the Purchased Assets for any period of time after the Business;Economic Effective Date, which results in either a physical or monetary credit between Seller and the pipeline or transporter, then Seller shall use commercially reasonable efforts to resolve the imbalance in accordance with all applicable tariffs and pipeline statements such that Buyer receives the economic benefit of such prior period adjustment; and (b) Seller shall not: (i) maintain sell, assign, license, lease, transfer, abandon or create any Lien (other than any Permitted Lien) on, or otherwise dispose of, any of the Real Property in all material respects Purchased Assets, other than such sales, assignments, licenses, leases, transfers, abandonments, Liens or other dispositions that are in the same state ordinary course of condition business and repair are not material to the Business, taken as existing on the date hereofa whole; (jii) refrain from enter into any Contract that would constitute a Material Contract other than (iA) performing or allowing the performance of any construction on the Real Property (except in the event ordinary course of an emergencybusiness (including renewals consistent with the terms thereof) with a term of less than twenty-four (24) months unless Buyer provides written consent to such Contract, (B) those Contracts that can be cancelled by Seller without cause (and without penalty) on less than ninety (90) days’ notice of which will be promptly given to the Purchasers) or (iiC) entering into any new those Contracts affecting or binding upon the Real Property that would be binding upon the Purchasers or any Target Company after the Closing other than in the Ordinary Course of Businessdo not constitute Assigned Contracts; (kiii) not amendin respect of the Business, materially modify change the methods, principles or terminate any Target Company Benefit Plan without the express written consent practices of the Purchasersfinancial accounting or annual accounting period, other than except as required by applicable Legal Requirements, the terms of GAAP or by any Target Company Benefit Plan or the terms of any Material Contract;Governmental Authority; or (liv) not prepare agree, resolve or commit to do any Tax Returns in a manner that would not be permitted pursuant to Section 9.1(a) of this Agreement; (m) not make any Tax election or settle or compromise any Tax liability; incur any material liability for Taxes other than in the Ordinary Course of Business; or file an amended Tax Return or a claim for refund of Taxes with respect to the income, operations or property of Target Companies unless such action (i) is required by an applicable Legal Requirement, (ii) is not inconsistent with the past practices of any Target Company or (iii) would not adversely affect the Tax liability of the Purchasers or any Related Persons of any Purchaser (including the Target Companies after the Closing Date); and (n) maintain in all material respects all books and records of the Business and the Target Companies in the Ordinary Course of Businessforegoing.

Operation of the Business. Except as otherwise expressly permitted or required by this Agreement, unless the Purchasers shall otherwise consent in writing (which decision regarding consent will be promptly communicated and not unreasonably delayed), between the date of this Agreement and the Closing Date, Date the Sellers, to the extent not prohibited by applicable Antitrust Laws, will, and will cause AlphaGary Canada toSeller Parties acknowledge that: (a) Seller shall conduct the Business (including the business of each Target Company) only in the Ordinary Course of Businessordinary course and shall continue to collect all Accounts Receivable in a manner consistent with past practice; (b) use commercially reasonable efforts to consummate the Reorganization, Seller shall maintain in all material respects good operating condition (reasonable wear and tear excepted) and service the Purchased IP Assets consistent with past practice and preserve intact the BusinessBusiness as it is currently organized; (c) Seller shall preserve the goodwill of its suppliers, keep available the services of the current officerscontractors, employees and agents of the Target Companies and maintain the Business’ present relations with supplierslicensors, employees, customers, landlords, creditors, employees, agents distributors and others having business relationships relations with the Business; (cd) reasonably Seller shall perform in all respects all of its obligations under, and not default or suffer to exist any event or condition that with notice or lapse of time or both could constitute a default under, any Contract; (e) Seller shall, at its own expense, maintain all insurance covering the Business, employees and Purchased Assets in full force and effect until 12:01 A.M. on the first day following the Closing Date with responsible companies, comparable in amount, scope and coverage to that in effect on the date hereof; (f) each Seller Party will use their reasonable best efforts to obtain in writing as promptly as possible all Seller Required Consents; (g) Seller shall not: (i) incur any Liability which would be an Assumed Liability, except in the ordinary course consistent with past practice; (ii) enter into, amend, modify, terminate (partially or completely), grant any waiver under or give any consent with respect to any Contract or incur any Liability outside the ordinary course of business; (iii) Default under, or take or fail to take any action that (with or without notice or lapse of time or both) would constitute a Default under any term or provision of any Contract; or (iv) create any Encumbrance on any of the Purchased Assets; (h) Seller shall comply with all applicable Laws, ordinances, codes, rules and regulations in a manner consistent with Seller’s operation of the Business as of the date of this Agreement; (i) Without the prior written consent of Buyer, Seller shall not (i) declare, set aside or pay any dividend or make any other distribution in respect of its equity interests or directly or indirectly redeem, retire, purchase or otherwise reacquire any of its equity interests; (ii) sell, rent, lease or otherwise dispose of any of its Assets, except in the ordinary course of business consistent with past practice; (iii) make any payment or distribution to, or enter into any transaction with, any of Seller’s directors or any Shareholder, other than compensation in the ordinary course of Business consistent with past practice; (iv) institute any increase or amendment to any Plan, or adopt any new profit-sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other employee benefit plan or arrangement with respect to its employees; or (v) make any change in the accounting, Tax accounting or cash management policies and practices of Seller or revoke any material Tax elections; (j) except in the ordinary course of business consistent with past practice, Seller shall not (i) enter into any Contract, (ii) incur any indebtedness for money borrowed, (iii) make any capital expenditures or commitments for capital expenditures, (iv) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person, (v) increase the rate of compensation payable or to become payable by it to any officer or any other executive employee or make any general increase in the compensation or rate of compensation payable or to become payable to hourly employees or salaried employees, (vi) accrue or pay to any of its officers or employees any bonus, profit-sharing, retirement pay, insurance, death benefit, fringe benefit or other compensation, except as disclosed in the Schedules hereto or (vii) make any advances to its employees; (k) Seller shall confer with the Purchasers Buyer concerning course operational matters that are of a material or non-ordinary nature; (dl) Seller shall otherwise reasonably report periodically to the Purchasers Buyer concerning the status of the Business, including the cash management processes, status of accounts payable, Accounts Receivable and the operations and finances of the Business; (e) make no material changes in management personnel of the Business except as otherwise agreed by the parties; (f) keep in full force and effect, without amendment, all material rights relating to the Business; (g) keep all Material Contracts, Leases, permits and other agreements affecting the Real Property in all material respects in good standing and free from delinquency or default; (h) comply in all material respects with all Legal Requirements applicable to the operations of the Business; (i) maintain the Real Property in all material respects in the same state of condition and repair as existing on the date hereof; (j) refrain from (i) performing or allowing the performance of any construction on the Real Property (except in the event of an emergency, notice of which will be promptly given to the Purchasers) or (ii) entering into any new Contracts affecting or binding upon the Real Property that would be binding upon the Purchasers or any Target Company after the Closing other than in the Ordinary Course of Business; (k) not amend, materially modify or terminate any Target Company Benefit Plan without the express written consent of the Purchasers, other than as required by applicable Legal Requirements, the terms of any Target Company Benefit Plan or the terms of any Material Contract; (l) not prepare any Tax Returns in a manner that would not be permitted pursuant to Section 9.1(a) of this Agreement;Seller; and (m) not make no Seller Party shall, without the prior consent of Buyer, take any Tax election affirmative action, or settle fail to take any reasonable action within their or compromise its control, as a result of which any Tax liability; incur any material liability for Taxes other than in the Ordinary Course of Business; or file an amended Tax Return or a claim for refund of Taxes with respect to the income, operations or property of Target Companies unless such action (i) is required by an applicable Legal Requirement, (ii) is not inconsistent with the past practices of any Target Company or (iii) would not adversely affect the Tax liability of the Purchasers changes or any Related Persons of any Purchaser (including the Target Companies after the Closing Date); and (n) maintain events listed in all material respects all books and records of the Business and the Target Companies in the Ordinary Course of BusinessSection 4.24 is likely to occur.