Common use of Operations of the Business Prior to the Closing Date Clause in Contracts

Operations of the Business Prior to the Closing Date. (a) From the date of this Agreement until the Closing, except as approved by Buyer pursuant to Section 6.5(b), Seller, CNS and DCS shall operate and carry on the Business only in the ordinary course consistent with past practices and shall continue to promote and conduct advertising on behalf of the Business at levels substantially consistent with past practice. Consistent with the foregoing, from the date of this Agreement until the Closing, Seller, CNS and DCS shall (i) keep and maintain (or cause to be kept and maintained) the Purchased Assets in good operating condition and repair (wear and tear in ordinary usage excepted), (ii) use reasonable efforts consistent with good business practice to preserve the goodwill of and its relationships with the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Business, (iii) perform its obligations under all contracts to be assigned to and assumed by Buyer, and (iv) maintain in full force and effect through the Closing Date adequate property damage, liability and other insurance with respect to the Purchased Assets. (b) Without limiting the generality of the foregoing, and except as expressly contemplated by this Agreement, except as set forth in Schedule 6.5(b) or except with the express prior written approval of Buyer (which Buyer agrees shall not be unreasonably withheld or delayed), none of Seller, CNS or DCS will, in respect of the Business: (i) make any material change in the Business or its operations, except for such changes as may be required to comply with applicable Requirements of Law; (ii) make any capital expenditure, or enter into any contract or commitment therefor, in excess of $50,000 in the aggregate; (iii) enter into any Contract for the purchase of real property or exercise any option to extend any Lease or any lease listed in Schedule 3.9(b); (iv) except as otherwise provided below, sell, lease (as lessor), transfer or otherwise dispose of (including any transfers to any Affiliates of Seller, CNS or DCS), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of the Purchased Assets other than inventory and minor amounts of personal property sold or otherwise disposed of in the ordinary course of the Business and other than Permitted Encumbrances; (v) acquire (by merger, consolidation or acquisition of equity interests or assets) any corporation, limited liability company, partnership or other business organization or division thereof that engages in the Business; (vi) settle or compromise any material claim, action, suit, proceeding or investigation other than in the ordinary course of business that (i) involves only the payment of money and does not exceed $50,000 individually or (ii) that has become due and payable prior to the date hereof; (vii) transfer, pledge, license, abandon or fail to maintain or renew any owned Intellectual Property, except for non-exclusive licenses to end users in the ordinary course of business; (viii) create, incur or assume, or agree to create, incur or assume, any indebtedness for borrowed money that the Business is obligated to repay; (ix) adopt or institute any increase in any profit-sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other employee benefit plan with respect to its employees of the Business, other than immaterial amounts in the ordinary course of the Business or as required by any such plan and disclosed to Buyer in writing, or as required by Requirements of Law; (x) make any change in the compensation of its employees of the Business, other than immaterial changes made in accordance with normal compensation practices and consistent with past compensation practices; (xi) adversely modify or amend any Business Agreement; or (xii) waive any right of any material value of or with respect to the Business.

Operations of the Business Prior to the Closing Date. (a) From the date of this Agreement hereof until the Closing, except as approved (I) permitted by this Agreement, (II) reasonably requested by Buyer pursuant and agreed to Section 6.5(bby Sellers, (III) set forth on Schedule 5.2, (IV) required by Applicable Law or by any Governmental Entity, or (V) required by the regulations or requirements of any regulatory organization applicable to Sellers or the Business, unless Buyer otherwise consents in writing (which consent shall not be unreasonably withheld, conditioned or delayed), Seller, CNS and DCS shall Sellers shall: (i) operate and carry on the Business only in the ordinary course consistent and conduct the Business in all material respects in accordance with past practices the Communications Laws and shall with all other Applicable Laws, including using commercially reasonable efforts to preserve and maintain the goodwill, business, customer relationships and Permits of the Business provided, however, that the Company may declare, set aside or pay regular and/or special cash dividends on the shares of Common Stock on one or more occasions (in each case to occur prior to the Closing) to the extent permitted by (and in compliance with) applicable Law; (ii) maintain all of the material FCC Licenses listed on Schedule 3.6(a) in full force and effect, timely file all applications or requests necessary to renew or extend all of the material FCC Licenses, and not materially adversely modify any of the material FCC Licenses; (iii) use commercially reasonable efforts to maintain the material MVPD carriage of the Stations existing as of the date of this Agreement; (iv) continue to promote and conduct advertising advertise on behalf of the Business Stations at levels substantially consistent with past practice. Consistent ; and (v) not agree, commit or resolve to take any actions inconsistent with the foregoing, from the date of this Agreement until the Closing, Seller, CNS and DCS shall (i) keep and maintain (or cause to be kept and maintained) the Purchased Assets in good operating condition and repair (wear and tear in ordinary usage excepted), (ii) use reasonable efforts consistent with good business practice to preserve the goodwill of and its relationships with the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Business, (iii) perform its obligations under all contracts to be assigned to and assumed by Buyer, and (iv) maintain in full force and effect through the Closing Date adequate property damage, liability and other insurance with respect to the Purchased Assets. (b) Without limiting the generality of the foregoingNotwithstanding Section 5.2(a), and except as (I) expressly contemplated by this Agreement, except as (II) set forth in Schedule 6.5(b5.2(b), or (III) required by Applicable Law or except with the express prior written approval of by any Governmental Entity, unless Buyer consents in writing (which Buyer agrees consent shall not be unreasonably withheld withheld, conditioned or delayed)) Sellers shall not, none and shall cause each of Seller, CNS or DCS willtheir Affiliates not to, in respect of the BusinessCompany or its Subsidiary, the Business or the Acquired Company Assets: (i) make any material change other than in the Business ordinary course of business, enter into any contract that would be binding on the Company or its operations, except for such changes as may be required to comply with applicable Requirements Subsidiary after the Closing Date and that involves the payment or potential payment by the Company or its Subsidiary of Lawmore than $300,000 per annum or $600,000 in the aggregate; (ii) make or authorize any new capital expenditures other than those set forth in the budget provided to Buyer prior to the date of this Agreement or make any capital expenditure, or enter into expenditure with respect to any contract or commitment therefor, Station in excess of $50,000 200,000 in any individual case or $500,000 in the aggregate; provided that the foregoing shall not apply to capital expenditures necessary for emergency repairs, provided that the Company informs Buyer of such expenditures within five (5) business days; (iii) enter into any Contract for the purchase of real property or exercise any option except with respect to extend any Lease or any lease listed in Schedule 3.9(b); (iv) except as otherwise provided belowExcluded Owned Real Property, sell, lease (as lessor), transfer or otherwise dispose of (including any transfers to any Affiliates of Seller, CNS or DCS), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance Lien on, any of the Purchased material Acquired Company Assets other than inventory and minor amounts of personal property sold or otherwise disposed of in the ordinary course of the Business business, and other than Permitted EncumbrancesLiens; (iv) guarantee, or otherwise become liable for, any material liability of any third Person; (v) acquire (by mergeradopt, consolidation or acquisition of equity interests or assets) any corporation, limited liability company, partnership or other business organization or division thereof that engages in the Business; (vi) settle or compromise any material claim, action, suit, proceeding or investigation other than in the ordinary course of business that (i) involves only the payment of money and does not exceed $50,000 individually or (ii) that has become due and payable prior to the date hereof; (vii) transfer, pledge, license, abandon or fail to maintain or renew any owned Intellectual Property, except for non-exclusive licenses to end users in the ordinary course of business; (viii) create, incur or assume, or agree to create, incur or assume, any indebtedness for borrowed money that the Business is obligated to repay; (ix) adopt or institute any increase in in, any profit-profit sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other employee benefit plan plan, including any Employee Plan, with respect to its employees of the Businessemployees, other than immaterial amounts in the ordinary course of the Business business or as required by any such plan and disclosed to Buyer in writing, or as required by Requirements requirements of Law; (xvi) other than the ordinary course of business, hire any employee that would be an Employee, or enter into any new, or materially modify the terms of any existing, employment contract with any Employee; increase the cash compensation of any Employee except for, with respect to employees who are not officers, increases in annual salary or wage rate pursuant to any applicable collective bargaining agreement or in the ordinary course of business which do not exceed 5% individually or 3% in the aggregate; or enter into any performance and stay bonuses that will be binding upon Buyer, the Company or its Subsidiary after the Closing; (vii) make any material Tax election that is inconsistent with past practice or change any material Tax election, in each case, with respect to the Company or Acquired Company Assets, except in the compensation ordinary course of business; (viii) enter into any consent decree with any Governmental Entity with respect to the Stations or any of the FCC Licenses if such consent decree would be binding on the Company or its employees Subsidiary after Closing; (ix) recognize any labor organization or union as the representative of any employee of the Business, or enter into any collective bargaining agreement or other agreement with a labor organization or union; (x) terminate or cancel any insurance coverage maintained by the Company with respect to any material assets without replacing such coverage with a comparable amount of insurance coverage other than immaterial changes made in accordance with normal compensation practices and consistent with past compensation practicesthe ordinary course of business; (xi) adversely modify enter into any channel sharing agreement, interference acceptance agreement, or amend other agreement providing for (i) the use by any Business AgreementPerson of any portion of any the Stations’ respective spectrums, (ii) any Station’s use of any portion of broadcast spectrum licensed to any Person, and/or (iii) any material restriction on, or modification of, the Station’s license, technical operations, hours of operation, coverage area, and/or population served; or (xii) waive agree or commit to do any right of any material value of or with respect to the Businessforegoing.

Operations of the Business Prior to the Closing Date. (a) From the date of this Agreement hereof until the Closing, except as approved (I) permitted by this Agreement, (II) reasonably requested by Buyer pursuant and agreed to Section 6.5(bby Sellers, (III) set forth on Schedule 5.2, (IV) required by Applicable Law or by any Governmental Entity, or (V) required by the regulations or requirements of any regulatory organization applicable to Sellers or the Business, unless Buyer otherwise consents in writing (which consent shall not be unreasonably withheld, conditioned or delayed), Seller, CNS and DCS shall Sellers shall: (i) operate and carry on the Business only in the ordinary course consistent and conduct the Business in all material respects in accordance with past practices the Communications Laws and shall with all other Applicable Laws, including using commercially reasonable efforts to preserve and maintain the goodwill, business, customer relationships and Permits of the Business provided, however, that the Company may declare, set aside or pay regular and/or special cash dividends on the shares of Common Stock on one or more occasions (in each case to occur prior to the Closing) to the extent permitted by (and in compliance with) applicable Law; (ii) maintain all of the material FCC Licenses listed on Schedule 3.6(a) in full force and effect, timely file all applications or requests necessary to renew or extend all of the material FCC Licenses, and not materially adversely modify any of the material FCC Licenses; (iii) use commercially reasonable efforts to maintain the material MVPD carriage of the Station existing as of the date of this Agreement; (iv) continue to promote and conduct advertising advertise on behalf of the Business Station at levels substantially consistent with past practice. Consistent ; and (v) not agree, commit or resolve to take any actions inconsistent with the foregoing, from the date of this Agreement until the Closing, Seller, CNS and DCS shall (i) keep and maintain (or cause to be kept and maintained) the Purchased Assets in good operating condition and repair (wear and tear in ordinary usage excepted), (ii) use reasonable efforts consistent with good business practice to preserve the goodwill of and its relationships with the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Business, (iii) perform its obligations under all contracts to be assigned to and assumed by Buyer, and (iv) maintain in full force and effect through the Closing Date adequate property damage, liability and other insurance with respect to the Purchased Assets. (b) Without limiting the generality of the foregoingNotwithstanding Section 5.2(a), and except as (I) expressly contemplated by this Agreement, except as (II) set forth in Schedule 6.5(b5.2(b), or (III) required by Applicable Law or except with the express prior written approval of by any Governmental Entity, unless Buyer consents in writing (which Buyer agrees consent shall not be unreasonably withheld withheld, conditioned or delayed)) Sellers shall not, none and shall cause each of Seller, CNS or DCS willtheir Affiliates not to, in respect of the BusinessCompany or its Subsidiary, the Business or the Acquired Company Assets: (i) make any material change other than in the Business ordinary course of business, enter into any contract that would be binding on the Company or its operations, except for such changes as may be required to comply with applicable Requirements Subsidiary after the Closing Date and that involves the payment or potential payment by the Company or its Subsidiary of Lawmore than $300,000 per annum or $600,000 in the aggregate; (ii) make or authorize any new capital expenditures other than those set forth in the budget provided to Buyer prior to the date of this Agreement or make any capital expenditure, or enter into expenditure with respect to any contract or commitment therefor, Station in excess of $50,000 200,000 in any individual case or $500,000 in the aggregate; provided that the foregoing shall not apply to capital expenditures necessary for emergency repairs, provided that the Company informs Buyer of such expenditures within five (5) business days; (iii) enter into any Contract for the purchase of real property or exercise any option except with respect to extend any Lease or any lease listed in Schedule 3.9(b); (iv) except as otherwise provided belowExcluded Owned Real Property, sell, lease (as lessor), transfer or otherwise dispose of (including any transfers to any Affiliates of Seller, CNS or DCS), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance Lien on, any of the Purchased material Acquired Company Assets other than inventory and minor amounts of personal property sold or otherwise disposed of in the ordinary course of the Business business, and other than Permitted EncumbrancesLiens; (iv) guarantee, or otherwise become liable for, any material liability of any third Person; (v) acquire (by mergeradopt, consolidation or acquisition of equity interests or assets) any corporation, limited liability company, partnership or other business organization or division thereof that engages in the Business; (vi) settle or compromise any material claim, action, suit, proceeding or investigation other than in the ordinary course of business that (i) involves only the payment of money and does not exceed $50,000 individually or (ii) that has become due and payable prior to the date hereof; (vii) transfer, pledge, license, abandon or fail to maintain or renew any owned Intellectual Property, except for non-exclusive licenses to end users in the ordinary course of business; (viii) create, incur or assume, or agree to create, incur or assume, any indebtedness for borrowed money that the Business is obligated to repay; (ix) adopt or institute any increase in in, any profit-profit sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other employee benefit plan plan, including any Employee Plan, with respect to its employees of the Businessemployees, other than immaterial amounts in the ordinary course of the Business business or as required by any such plan and disclosed to Buyer in writing, or as required by Requirements requirements of Law; (xvi) other than the ordinary course of business, hire any employee that would be an Employee, or enter into any new, or materially modify the terms of any existing, employment contract with any Employee; increase the cash compensation of any Employee except for, with respect to employees who are not officers, increases in annual salary or wage rate pursuant to any applicable collective bargaining agreement or in the ordinary course of business which do not exceed 5% individually or 3% in the aggregate; or enter into any performance and stay bonuses that will be binding upon Buyer, the Company or its Subsidiary after the Closing; (vii) make any material Tax election that is inconsistent with past practice or change any material Tax election, in each case, with respect to the Company or Acquired Company Assets, except in the compensation ordinary course of business; (viii) enter into any consent decree with any Governmental Entity with respect to the Station or any of the FCC Licenses if such consent decree would be binding on the Company or its employees Subsidiary after Closing; (ix) recognize any labor organization or union as the representative of any employee of the Business, or enter into any collective bargaining agreement or other agreement with a labor organization or union; (x) terminate or cancel any insurance coverage maintained by the Company with respect to any material assets without replacing such coverage with a comparable amount of insurance coverage other than immaterial changes made in accordance with normal compensation practices and consistent with past compensation practicesthe ordinary course of business; (xi) adversely modify enter into any channel sharing agreement, interference acceptance agreement, or amend other agreement providing for (i) the use by any Business AgreementPerson of any portion of any the Station’s spectrum, (ii) any Station’s use of any portion of broadcast spectrum licensed to any Person, and/or (iii) any material restriction on, or modification of, the Station’s license, technical operations, hours of operation, coverage area, and/or population served; or (xii) waive agree or commit to do any right of any material value of or with respect to the Businessforegoing.

Operations of the Business Prior to the Closing Date. (a) From the date of this Agreement hereof until the Closing, except as approved (I) permitted by Buyer pursuant this Agreement, (II) reasonably requested by Parent and agreed to Section 6.5(bby the Stockholder Representative, (III) set forth on Schedule 5.2, (IV) required by Applicable Law or by any Governmental Entity, or (V) required by the regulations or requirements of any regulatory organization applicable to the Company or the Business, unless Parent otherwise consents in writing (which consent shall not be unreasonably withheld, conditioned or delayed), Seller, CNS and DCS shall the Company shall: (i) operate and carry on the Business only in the ordinary course consistent and conduct the Business in all material respects in accordance with past practices the Communications Laws and shall with all other Applicable Laws, including using commercially reasonable efforts to preserve and maintain the goodwill, business, customer relationships and Permits of the Business provided, however, that the Company may declare, set aside or pay regular and/or special cash dividends on the shares of Common Stock on one or more occasions (in each case to occur prior to the Closing) to the extent permitted by (and in compliance with) applicable Law; (ii) maintain all of the material FCC Licenses listed on Schedule 3.6 in full force and effect, timely file all applications or requests necessary to renew or extend all of the material FCC Licenses, and not materially adversely modify any of the material FCC Licenses; (iii) continue to promote and conduct advertising advertise on behalf of the Business Station at levels substantially consistent with past practice. Consistent ; and (iv) not agree, commit or resolve to take any actions inconsistent with the foregoing, from the date of this Agreement until the Closing, Seller, CNS and DCS shall (i) keep and maintain (or cause to be kept and maintained) the Purchased Assets in good operating condition and repair (wear and tear in ordinary usage excepted), (ii) use reasonable efforts consistent with good business practice to preserve the goodwill of and its relationships with the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Business, (iii) perform its obligations under all contracts to be assigned to and assumed by Buyer, and (iv) maintain in full force and effect through the Closing Date adequate property damage, liability and other insurance with respect to the Purchased Assets. (b) Without limiting the generality of the foregoingNotwithstanding Section 5.2(a), and except as (I) expressly contemplated by this Agreement, except as (II) set forth in Schedule 6.5(b5.2(b), or (III) required by Applicable Law or except with the express prior written approval of Buyer by any Governmental Entity, unless Parent consents in writing (which Buyer agrees consent shall not be unreasonably withheld withheld, conditioned or delayed)) the Company shall not, none and shall cause each of Seller, CNS or DCS willtheir Affiliates not to, in respect of the BusinessCompany, the Business or the Acquired Company Assets: (i) make any material change other than in the Business ordinary course of business, enter into any contract that would be binding on the Company after the Closing Date and that involves the payment or its operations, except for such changes as may be required to comply with applicable Requirements potential payment by the Company of Lawmore than $300,000 per annum or $600,000 in the aggregate; (ii) make or authorize any new capital expenditures other than those set forth in the budget provided to Parent prior to the date of this Agreement or make any capital expenditure, or enter into expenditure with respect to any contract or commitment therefor, Station in excess of $50,000 200,000 in any individual case or $500,000 in the aggregate; provided that the foregoing shall not apply to capital expenditures necessary for emergency repairs, provided that the Company informs Parent of such expenditures within five (5) business days; (iii) enter into any Contract for the purchase of real property or exercise any option except with respect to extend any Lease or any lease listed in Schedule 3.9(b); (iv) except as otherwise provided belowExcluded Owned Real Property, sell, lease (as lessor), transfer or otherwise dispose of (including any transfers to any Affiliates of Seller, CNS or DCS), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance Lien on, any of the Purchased material Acquired Company Assets other than inventory and minor amounts of personal property sold or otherwise disposed of in the ordinary course of the Business business, and other than Permitted EncumbrancesLiens; (iv) guarantee, or otherwise become liable for, any material liability of any third Person; (v) acquire (by mergeradopt, consolidation or acquisition of equity interests or assets) any corporation, limited liability company, partnership or other business organization or division thereof that engages in the Business; (vi) settle or compromise any material claim, action, suit, proceeding or investigation other than in the ordinary course of business that (i) involves only the payment of money and does not exceed $50,000 individually or (ii) that has become due and payable prior to the date hereof; (vii) transfer, pledge, license, abandon or fail to maintain or renew any owned Intellectual Property, except for non-exclusive licenses to end users in the ordinary course of business; (viii) create, incur or assume, or agree to create, incur or assume, any indebtedness for borrowed money that the Business is obligated to repay; (ix) adopt or institute any increase in in, any profit-profit sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other employee benefit plan plan, including any Employee Plan, with respect to its employees of the Businessemployees, other than immaterial amounts in the ordinary course of the Business business or as required by any such plan and disclosed to Buyer in writing, or as required by Requirements requirements of Law; (xvi) other than the ordinary course of business, hire any employee that would be an Employee, or enter into any new, or materially modify the terms of any existing, employment contract with any Employee; increase the cash compensation of any Employee except for, with respect to employees who are not officers, increases in annual salary or wage rate pursuant to any applicable collective bargaining agreement or in the ordinary course of business which do not exceed 5% individually or 3% in the aggregate; or enter into any performance and stay bonuses that will be binding upon Parent or the Company after the Closing; (vii) make any material Tax election that is inconsistent with past practice or change any material Tax election, in each case, with respect to the Company or Acquired Company Assets, except in the compensation ordinary course of its employees business; (viii) enter into any consent decree with any Governmental Entity with respect to the Station or any of the FCC Licenses if such consent decree would be binding on the Company after Closing; (ix) recognize any labor organization or union as the representative of any employee of the Business, or enter into any collective bargaining agreement or other agreement with a labor organization or union; (x) terminate or cancel any insurance coverage maintained by the Company with respect to any material assets without replacing such coverage with a comparable amount of insurance coverage other than immaterial changes made in accordance with normal compensation practices and consistent with past compensation practicesthe ordinary course of business; (xi) adversely modify enter into any channel sharing agreement, interference acceptance agreement, or amend other agreement providing for (i) the use by any Business AgreementPerson of any portion of any the Station’s spectrum, (ii) any Station’s use of any portion of broadcast spectrum licensed to any Person, and/or (iii) any material restriction on, or modification of, the Station’s license, technical operations, hours of operation, coverage area, and/or population served; or (xii) waive agree or commit to do any right of any material value of or with respect to the Businessforegoing.