Common use of Operations Pending Closing Clause in Contracts

Operations Pending Closing. Between the date hereof and the Closing, except as (a) set forth in this Agreement or the Option Exercise Agreement, (b) contemplated by the applicable subsection of Schedule 5.01, or (c) required by applicable Law or the regulations or requirements of any regulatory organization applicable to WTGS TV, the Seller or the LIN Companies, as the case may be, unless Buyer otherwise consents in writing which request for consent shall be directed to and promptly considered in accordance with the terms and conditions of this Section 5.01 by Buyer and which consent shall (i) not be unreasonably withheld, conditioned or delayed in the case of clauses (c), (e), (f), (g), (h), (i), (l), (n), (r), (s), (t), (u) or (w), and (ii) which may otherwise be withheld in Buyer’s sole discretion, the LIN Companies shall, and Seller shall use commercially reasonable efforts to cause WTGS TV and, prior to the Merger Closing, the LIN Companies to, and the Seller shall, following the Merger Closing and prior to the Closing: (a) operate the Station in the ordinary course and in all material respects in accordance with the Communications Laws, the FCC Licenses and with all other applicable Laws; (b) not cause or permit, or agree or commit to cause or permit, by act or failure to act, any of the FCC Licenses to expire or to be revoked, suspended or adversely modified, or take or fail to take any action that would cause the FCC or any other Governmental Authority to institute proceedings (other than proceedings of general applicability) for the suspension, revocation or adverse modification of any of the FCC Licenses listed on Schedule 3.04(a); (c) other than in the ordinary course of business or for the purpose of disposing of obsolete or worthless assets, not (i) sell, lease, license or dispose of or agree to sell, lease, license or dispose of any material assets unless replaced with similar items of substantially equal or greater value and utility or (ii) create, assume or permit to exist any Liens upon their assets, except for Permitted Liens; (d) not dissolve, liquidate, merge or consolidate with any other entity; (e) maintain, repair and replace the Tangible Personal Property, including any Tangible Personal Property which has been damaged prior to Closing, and maintain, repair and replace the Real Property, including any improvements thereon, which has been damaged prior to Closing, in each case in the ordinary course of business; (i) upon reasonable written advance notice, give Buyer and its representatives reasonable access at reasonable, mutually agreed-upon times during normal business hours to the Station, and furnish Buyer with information relating to the Business that Buyer may reasonably request, provided, however, that such access rights shall not be exercised in a manner that interferes with the Business and (ii) otherwise provide such reasonable assistance and cooperation as may be requested by Buyer from time to time prior to the Closing Date to reasonably facilitate the transition of the Business, including facilities, operations and applicable data, to Buyer upon and effective as of the Effective Time; (g) except as otherwise required by Law, not enter into, renew or renegotiate any employment agreement with a Transferred Employee providing for annual compensation in excess of $100,000, any severance agreement or any labor, or union agreement or plan, including any Collective Bargaining Agreement, that will be binding upon Buyer after the Closing; (h) not hire or terminate the employment of any Station general manager or any other Transferred Employee with annual aggregate non-equity compensation, including target bonuses, in excess of $100,000, excluding any terminations for “cause” as reasonably determined by Sellers; (i) except in the ordinary course of business, not (i) materially increase the compensation or benefits payable to any Transferred Employee, or (ii) modify any severance policy applicable to any Transferred Employee that would result in any material increase in the amount of severance payable to any such Transferred Employee (or would materially expand the circumstances in which such severance is payable); (j) not sell, lease, license or otherwise dispose of or encumber any Station Asset except (i) pursuant to or in accordance with existing Assumed Contracts or (ii) immaterial Station Assets in the ordinary course of business consistent with past practices; (k) use commercially reasonable efforts to maintain the Station’s MVPD carriage existing as of the date of this Agreement; (l) except for agreements and contracts which can be terminated by WTGS TV, the Seller or LIN Companies, as applicable, without penalty upon notice of ninety (90) days or less, not (i) enter into any agreement or contract that would have been a Material Contract were WTGS TV, the Seller or LIN Companies, as applicable, a party or subject thereto on the date of this Agreement unless such agreement or contract (x) is entered into in the ordinary course of business and (y) does not involve payments by WTGS TV, the Seller or LIN Companies, as applicable, of greater than $250,000 during any twelve (12) month period, (ii) amend in any material respect any Material Contract unless such amendment (x) is effected in the ordinary course of business, (y) does not increase the amount of payments to be made by WTGS TV, the Seller or LIN Companies, as applicable, during any twelve (12) month period by $250,000 or more or (iii) terminate or waive any material right under any Material Contract other than in the ordinary course of business (excluding the expiration of any Material Contract in accordance with its terms) (it being understood that if any such entry into, or amendment or termination of any such agreement or contract is permitted pursuant to this Section 5.1(k) as a result of the references to acts taken in the ordinary course of business, but such action would otherwise be prohibited by any other provision of this Section 5.1, then this Section 5.1(k) shall not be interpreted to permit such action without the prior written consent of Buyer as contemplated hereby); (m) not enter into any Contract constituting a Sharing Agreement with respect to the Station; (n) not change any accounting practices, procedures or methods (except for any change required under GAAP or applicable law) or maintain its books and records, in each case in a manner other than in the ordinary course of business; (o) not make or agree or commit to make any capital expenditure, except (i) for capital expenditures equal to or less than $200,000 in connection with any particular project or equal to or less than $500,000 in the aggregate, and (ii) for emergency commitments or expenditures; (p) maintain its qualifications to hold the FCC Licenses with respect to the Station and not take any action that will materially impair such FCC Licenses or such qualifications; (q) promote the programming of the Station (both on-air and using third party media) in the ordinary course of business, taking into account inventory availability; (r) not adopt, enter into or become bound by any new Employee Plan or amend, modify or terminate any Employee Plan, except (i) to comply with applicable Law, (ii) in the ordinary course of business consistent with past practices without any additional post-Closing material liability to WTGS TV, the Seller or LIN Companies, as applicable, or (iii) as otherwise contemplated by this Agreement; (s) keep in full force and effect the material insurance policies set forth on Schedule 3.12 (or other insurance policies comparable in amount and scope); (t) not make or rescind any election relating to Taxes, settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, for any taxable period ending on or after September 30, 2012, or change any of its methods of reporting income or deductions on its Income Tax Returns, or the classifications of its existing property and assets, in each case, to the extent such action would reasonably be expected to materially and adversely affect Buyer or its Affiliates after the Closing; (u) not (i) enter into or agree or commit to enter into any new Tradeout Agreement relating to the Station with a value in excess of $40,000, and $200,000 in the aggregate, prior to Closing that will not be fully performed prior to the Closing or (ii) make any guarantee of commercial ratings other than in the ordinary course of business consistent with past practice; (i) utilize the Program Rights only in the ordinary course of business consistent with past practice and (ii) not sell or otherwise dispose of any such Program Rights; (w) not extend credit to advertisers other than in the ordinary course of business consistent with past practice; (x) timely make retransmission consent elections with all MVPDs located in or serving the Station’s Markets; (y) not enter into any retransmission consent agreement relating to the Station other than as set forth on Schedule 5.01(y); (z) not enter into any Contract with any Affiliate or Subsidiary of Seller that survives the Closing; and (aa) not agree, commit or resolve to take any actions inconsistent with the foregoing.

Operations Pending Closing. Between the date hereof and the Closing, except as (a) set forth in this Agreement or the Option Exercise Agreement, (b) contemplated by the applicable subsection of Schedule 5.01, or (c) required by applicable Law or the regulations or requirements of any regulatory organization applicable to WTGS TV, the Seller or the LIN Companies, as the case may beSeller, unless Buyer otherwise consents in writing which request for consent shall be directed to and promptly considered in accordance with the terms and conditions of this Section 5.01 by Buyer and which consent shall (i) not be unreasonably withheld, conditioned or delayed in the case of clauses (c), (e), (f), (g), (h), (i), (l), (n), (r), (s), (t), (u) or (w), and (ii) which may otherwise be withheld in Buyer’s sole discretion, the LIN Companies shall, and Seller shall use commercially reasonable efforts to cause WTGS TV and, prior to the Merger Closing, the LIN Companies to, and the Seller shall, following the Merger Closing and prior to the Closing: (a) operate the Station in the ordinary course and in all material respects in accordance with the Communications Laws, the FCC Licenses and with all other applicable Laws; (b) not cause or permit, or agree or commit to cause or permit, by act or failure to act, any of the FCC Licenses to expire or to be revoked, suspended or adversely modified, or take or fail to take any action that would cause the FCC or any other Governmental Authority to institute proceedings (other than proceedings of general applicability) for the suspension, revocation or adverse modification of any of the FCC Licenses listed on Schedule 3.04(a); (c) other than in the ordinary course of business or for the purpose of disposing of obsolete or worthless assets, not (i) sell, lease, license or dispose of or agree to sell, lease, license or dispose of any material assets unless replaced with similar items of substantially equal or greater value and utility or (ii) create, assume or permit to exist any Liens upon their assets, except for Permitted Liens; (d) not dissolve, liquidate, merge or consolidate with any other entity; (e) maintain, repair and replace the Tangible Personal Property, including any Tangible Personal Property which has been damaged prior to Closing, and maintain, repair and replace the Real Property, including any improvements thereon, which has been damaged prior to Closing, in each case in the ordinary course of business; (i) upon reasonable written advance notice, give Buyer and its representatives reasonable access at reasonable, mutually agreed-upon times during normal business hours to the Station, and furnish Buyer with information relating to the Business that Buyer may reasonably request, provided, however, that such access rights shall not be exercised in a manner that interferes with the Business and (ii) otherwise provide such reasonable assistance and cooperation as may be requested by Buyer from time to time prior to the Closing Date to reasonably facilitate the transition of the Business, including facilities, operations and applicable data, to Buyer upon and effective as of the Effective Time; (g) except as otherwise required by Law, not enter into, renew or renegotiate any employment agreement with a Transferred Employee providing for annual compensation in excess of $100,000, any severance agreement or any labor, or union agreement or plan, including any Collective Bargaining Agreement, that will be binding upon Buyer after the Closing; (h) not hire or terminate the employment of any Station general manager or any other Transferred Employee with annual aggregate non-equity compensation, including target bonuses, in excess of $100,000, excluding any terminations for “cause” as reasonably determined by Sellers; (i) except in the ordinary course of business, not (i) materially increase the compensation or benefits payable to any Transferred Employee, or (ii) modify any severance policy applicable to any Transferred Employee that would result in any material increase in the amount of severance payable to any such Transferred Employee (or would materially expand the circumstances in which such severance is payable); (j) not sell, lease, license or otherwise dispose of or encumber any Station Asset except (i) pursuant to or in accordance with existing Assumed Contracts or (ii) immaterial Station Assets in the ordinary course of business consistent with past practices; (k) use commercially reasonable efforts to maintain the Station’s MVPD carriage existing as of the date of this Agreement; (l) except for agreements and contracts which can be terminated by WTGS TV, the Seller or LIN Companies, as applicable, without penalty upon notice of ninety (90) days or less, not (i) enter into any agreement or contract that would have been a Material Contract were WTGS TV, the Seller or LIN Companies, as applicable, a party or subject thereto on the date of this Agreement unless such agreement or contract (x) is entered into in the ordinary course of business and (y) does not involve payments by WTGS TV, the Seller or LIN Companies, as applicable, of greater than $250,000 during any twelve (12) month period, (ii) amend in any material respect any Material Contract unless such amendment (x) is effected in the ordinary course of business, (y) does not increase the amount of payments to be made by WTGS TV, the Seller or LIN Companies, as applicable, during any twelve (12) month period by $250,000 or more or (iii) terminate or waive any material right under any Material Contract other than in the ordinary course of business (excluding the expiration of any Material Contract in accordance with its terms) (it being understood that if any such entry into, or amendment or termination of any such agreement or contract is permitted pursuant to this Section 5.1(k) as a result of the references to acts taken in the ordinary course of business, but such action would otherwise be prohibited by any other provision of this Section 5.1, then this Section 5.1(k) shall not be interpreted to permit such action without the prior written consent of Buyer as contemplated hereby); (m) not enter into any Contract constituting a Sharing Agreement with respect to the Station; (n) not change any accounting practices, procedures or methods (except for any change required under GAAP or applicable law) or maintain its books and records, in each case in a manner other than in the ordinary course of business; (o) not make or agree or commit to make any capital expenditure, except (i) for capital expenditures equal to or less than $200,000 in connection with any particular project or equal to or less than $500,000 in the aggregate, and (ii) for emergency commitments or expenditures; (p) maintain its qualifications to hold the FCC Licenses with respect to the Station and not take any action that will materially impair such FCC Licenses or such qualifications; (q) promote the programming of the Station (both on-air and using third party media) in the ordinary course of business, taking into account inventory availability; (r) not adopt, enter into or become bound by any new Employee Plan or amend, modify or terminate any Employee Plan, except (i) to comply with applicable Law, (ii) in the ordinary course of business consistent with past practices without any additional post-Closing material liability to WTGS TV, the Seller or LIN Companies, as applicable, or (iii) as otherwise contemplated by this Agreement; (s) keep in full force and effect the material insurance policies set forth on Schedule 3.12 (or other insurance policies comparable in amount and scope); (t) not make or rescind any election relating to Taxes, settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, for any taxable period ending on or after September 30, 2012, or change any of its methods of reporting income or deductions on its Income Tax Returns, or the classifications of its existing property and assets, in each case, to the extent such action would reasonably be expected to materially and adversely affect Buyer or its Affiliates after the Closing; (u) not (i) enter into or agree or commit to enter into any new Tradeout Agreement relating to the Station with a value in excess of $40,000, and $200,000 in the aggregate, prior to Closing that will not be fully performed prior to the Closing or (ii) make any guarantee of commercial ratings other than in the ordinary course of business consistent with past practice; (i) utilize the Program Rights only in the ordinary course of business consistent with past practice and (ii) not sell or otherwise dispose of any such Program Rights; (w) not extend credit to advertisers other than in the ordinary course of business consistent with past practice; (x) timely make retransmission consent elections with all MVPDs located in or serving the Station’s Markets; (y) not enter into any retransmission consent agreement relating to the Station other than as set forth on Schedule 5.01(y); (z) not enter into any Contract with any Affiliate or Subsidiary of Seller that survives the Closing; and (aa) not agree, commit or resolve to take any actions inconsistent with the foregoing.

Operations Pending Closing. Between the date hereof and the ClosingSeller, except as at its expense, shall use reasonable efforts to (a) set forth in maintain the Property until the Closing or until the termination of this Agreement or the Option Exercise Agreement, whichever is earlier, substantially in the same condition as exists on the Effective Date, and subject to ordinary wear and tear, damage by fire or other casualty and condemnation excepted; and (b) to comply, in all material respects, with, and to enforce, all of the Leases (but without an obligation to file suit against any of the Tenants). Seller shall deliver to Buyer a copy of any written notice of default delivered by Seller to any Tenant from and after the Effective Date. After the Effective Date, without Buyer’s consent, which consent shall not be unreasonably withheld (provided, however, Buyer’s consent shall be deemed granted in the event Buyer does not object in writing thereto within five (5) days after Seller requests such consent from Buyer), Seller will not enter into any (a) contract for service to the Property unless it is terminable without penalty on no more than thirty (30) days written notice (except that Seller may enter into any such contract in response to any condition or event which would, in Seller’s good faith determination, endanger the safety or integrity of the Improvements, provided that Buyer shall have no obligation to assume any such contract unless Buyer approves of such contract in writing), or (b) any new lease or any modification, amendment, restatement, termination, or renewal of any Lease except for non-binding letters of understanding, certificates, punch lists and other documents expressly and specifically contemplated by the applicable subsection of Schedule 5.01Lease, provided such Lease was either in effect on or prior to the Effective Date or is otherwise approved by Buyer in accordance with this Section 8, or (c) any agreement pursuant to which Buyer shall be required by applicable Law to pay a leasing brokerage commission to either or both of Seller and a third party in connection with any new lease or the regulations or requirements amendment of any regulatory organization applicable Lease in effect on the Effective Date, if such amendment either renews and extends the term of the Lease in effect on the Effective Date or expands the leased premises under such Lease in effect on the Effective Date. Seller shall promptly deliver to WTGS TV, the Seller Buyer or the LIN Companies, as the case may be, unless make available to Buyer otherwise consents a true and complete copy of any item in writing which request for consent shall be directed to and promptly considered in accordance with the terms and conditions of this Section 5.01 by Buyer and which consent shall (ia) not be unreasonably withheld, conditioned or delayed in the case of clauses (c), (e), (f), (g), (h), (i), (l), (n), (r), (s), (t), (u) or (w), and (ii) which may otherwise be withheld in Buyer’s sole discretion, the LIN Companies shall, and Seller shall use commercially reasonable efforts to cause WTGS TV and, prior to the Merger Closing, the LIN Companies to, and the Seller shall, following the Merger Closing and prior to the Closing: (a) operate the Station deal terms for any document described in the ordinary course and in all material respects in accordance with the Communications Laws, the FCC Licenses and with all other applicable Laws; (b) not cause or permit, or agree or commit to cause or permit, by act or failure to act, any of the FCC Licenses to expire preceding sentence entered into by Seller after the Effective Date. Notwithstanding the foregoing, at the request of Buyer made on or to be revokedbefore the Inspection Date, suspended or adversely modifiedSeller shall terminate any Service Agreement designated by Buyer, or take or fail to take any action that would cause the FCC or any other Governmental Authority to institute proceedings (other than proceedings of general applicability) for the suspension, revocation or adverse modification of any of the FCC Licenses listed on Schedule 3.04(a); (c) other than in the ordinary course of business or for the purpose of disposing of obsolete or worthless assets, not (i) sell, lease, license or dispose of or agree to sell, lease, license or dispose of any material assets unless replaced with similar items of substantially equal or greater value and utility or (ii) create, assume or permit to exist any Liens upon their assets, except for Permitted Liens; (d) not dissolve, liquidate, merge or consolidate with any other entity; (e) maintain, repair and replace the Tangible Personal Property, including any Tangible Personal Property which has been damaged prior to Closing, and maintain, repair and replace the Real Property, including any improvements thereon, which has been damaged prior to Closing, in each case in the ordinary course of business; (i) upon reasonable written advance notice, give Buyer and its representatives reasonable access at reasonable, mutually agreed-upon times during normal business hours to the Station, and furnish Buyer with information relating to the Business that Buyer may reasonably request, provided, however, that such access rights shall not be exercised in a manner that interferes with the Business and (ii) otherwise provide such reasonable assistance and cooperation as may be requested by Buyer from time to time prior to the Closing Date to reasonably facilitate the transition of the Business, including facilities, operations and applicable data, to Buyer upon and effective as of the Effective Time; (g) except Closing Date. Any Service Agreements which Seller does not request be terminated as otherwise required by Law, not enter into, renew or renegotiate any employment agreement with a Transferred Employee providing for annual compensation in excess of $100,000, any severance agreement or any labor, or union agreement or plan, including any Collective Bargaining Agreement, that will be binding upon Buyer after the Closing; (h) not hire or terminate the employment of any Station general manager or any other Transferred Employee with annual aggregate non-equity compensation, including target bonuses, in excess of $100,000, excluding any terminations for “cause” as reasonably determined by Sellers; (i) except described in the ordinary course of business, not (i) materially increase the compensation or benefits payable previous sentence shall be assigned to any Transferred Employee, or (ii) modify any severance policy applicable to any Transferred Employee that would result in any material increase in the amount of severance payable to any such Transferred Employee (or would materially expand the circumstances in which such severance is payable); (j) not sell, lease, license or otherwise dispose of or encumber any Station Asset except (i) pursuant to or in accordance with existing Assumed Contracts or (ii) immaterial Station Assets in the ordinary course of business consistent with past practices; (k) use commercially reasonable efforts to maintain the Station’s MVPD carriage existing as of the date of this Agreement; (l) except for agreements and contracts which can be terminated by WTGS TV, the Seller or LIN Companies, as applicable, without penalty upon notice of ninety (90) days or less, not (i) enter into any agreement or contract that would have been a Material Contract were WTGS TV, the Seller or LIN Companies, as applicable, a party or subject thereto on the date of this Agreement unless such agreement or contract (x) is entered into in the ordinary course of business and (y) does not involve payments by WTGS TV, the Seller or LIN Companies, as applicable, of greater than $250,000 during any twelve (12) month period, (ii) amend in any material respect any Material Contract unless such amendment (x) is effected in the ordinary course of business, (y) does not increase the amount of payments to be made by WTGS TV, the Seller or LIN Companies, as applicable, during any twelve (12) month period by $250,000 or more or (iii) terminate or waive any material right under any Material Contract other than in the ordinary course of business (excluding the expiration of any Material Contract in accordance with its terms) (it being understood that if any such entry into, or amendment or termination of any such agreement or contract is permitted pursuant to this Section 5.1(k) as a result of the references to acts taken in the ordinary course of business, but such action would otherwise be prohibited by any other provision of this Section 5.1, then this Section 5.1(k) shall not be interpreted to permit such action without the prior written consent of Buyer as contemplated hereby); (m) not enter into any Contract constituting a Sharing Agreement with respect to the Station; (n) not change any accounting practices, procedures or methods (except for any change required under GAAP or applicable law) or maintain its books and records, in each case in a manner other than in the ordinary course of business; (o) not make or agree or commit to make any capital expenditure, except (i) for capital expenditures equal to or less than $200,000 in connection with any particular project or equal to or less than $500,000 in the aggregate, and (ii) for emergency commitments or expenditures; (p) maintain its qualifications to hold the FCC Licenses with respect to the Station and not take any action that will materially impair such FCC Licenses or such qualifications; (q) promote the programming of the Station (both on-air and using third party media) in the ordinary course of business, taking into account inventory availability; (r) not adopt, enter into or become bound by any new Employee Plan or amend, modify or terminate any Employee Plan, except (i) to comply with applicable Law, (ii) in the ordinary course of business consistent with past practices without any additional post-Closing material liability to WTGS TV, the Seller or LIN Companies, as applicable, or (iii) as otherwise contemplated by this Agreement; (s) keep in full force and effect the material insurance policies set forth on Schedule 3.12 (or other insurance policies comparable in amount and scope); (t) not make or rescind any election relating to Taxes, settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, for any taxable period ending on or after September 30, 2012, or change any of its methods of reporting income or deductions on its Income Tax Returns, or the classifications of its existing property and assets, in each caseat Closing, to the extent such action would reasonably be expected to materially and adversely affect Buyer or its Affiliates after the Closing; (u) not (i) enter into or agree or commit to enter into any new Tradeout Agreement relating to the Station with a value in excess of $40,000, and $200,000 in the aggregate, prior to Closing that will not be fully performed prior to the Closing or (ii) make any guarantee of commercial ratings other than in the ordinary course of business consistent with past practice; (i) utilize the Program Rights only in the ordinary course of business consistent with past practice and (ii) not sell or otherwise dispose of any such Program Rights; (w) not extend credit to advertisers other than in the ordinary course of business consistent with past practice; (x) timely make retransmission consent elections with all MVPDs located in or serving the Station’s Markets; (y) not enter into any retransmission consent agreement relating to the Station other than as set forth on Schedule 5.01(y); (z) not enter into any Contract with any Affiliate or Subsidiary of Seller that survives the Closing; and (aa) not agree, commit or resolve to take any actions inconsistent with the foregoingService Agreements are assignable.

Operations Pending Closing. Between From the date hereof until the earlier to occur of the Closing and the Closingtermination of this Agreement in accordance with Article XI, except as (a) otherwise expressly permitted or expressly contemplated by this Agreement, as set forth in this Agreement or Section 5.01 of the Option Exercise Agreement, (b) contemplated by the applicable subsection of Schedule 5.01, or (c) required by applicable Law or the regulations or requirements of any regulatory organization applicable to WTGS TV, the Seller or the LIN CompaniesDisclosure Schedules, as the case may be, unless Buyer otherwise consents consented to in writing which request for consent shall be directed to and promptly considered in accordance with the terms and conditions of this Section 5.01 advance by Buyer and which (such consent shall (i) not to be unreasonably withheld, conditioned or delayed in the case of clauses (c), (e), (f), (g), (h), (i), (l), (n), (r), (s), (t), (udelayed) or as required by applicable Law, Xxxxxxxx shall (wafter the Tribune Closing), and (ii) which may otherwise be withheld in Buyer’s sole discretion, the LIN Companies shall, and Seller shall use commercially reasonable best efforts to cause WTGS TV and, Tribune to (prior to the Merger Tribune Closing) (x) conduct the Business in all material respects in the ordinary course of business consistent with past practices (except where such conduct would conflict with the following covenants or with Xxxxxxxx’x other obligations under this Agreement) and (y) use reasonable best efforts to preserve substantially intact the Business, Purchased Assets, relationships with customers, suppliers, employees, distributors, licensors, licensees and others having business dealings related to the LIN Companies toBusiness. Without limiting the generality of the foregoing, from the date hereof until the earlier to occur of the Closing and the termination of this Agreement in accordance with Article XI, unless otherwise expressly permitted or contemplated by this Agreement, as set forth in Section 5.01 of the Disclosure Schedules, or as otherwise consented to in writing in advance by Buyer (such consent not to be unreasonably withheld, conditioned or delayed) or as required by applicable Law, Xxxxxxxx shall (after the Tribune Closing), and the Seller shall, following the Merger Closing and shall use reasonable best efforts to cause Tribune to (prior to the Tribune Closing), with respect to the Business: (a) operate the each Station in the ordinary course and in all material respects in accordance with the Communications Laws, the FCC Licenses and with all other applicable Laws; (b) not cause or permit, or agree or commit to cause or permit, by act or failure to act, any of the FCC Licenses to expire or to be revoked, suspended or adversely modified, or take or fail to take any action that at the time taken or not taken, as applicable, would reasonably be expected to cause the FCC or any other Governmental Authority to institute proceedings Proceedings (other than proceedings Proceedings of general applicability) for the suspension, revocation or adverse modification of any of the FCC Licenses listed on Schedule 3.04(a)Licenses; (c) other than (i) in the ordinary course of business or consistent with past practice, (ii) for the purpose of disposing of obsolete or worthless assetsassets consistent with past practice or (iii) pursuant to or in accordance with existing Assumed Contracts, in each of cases (i)-(iii) not (ix) sell, lease, license or dispose of or agree to sell, lease, license or dispose of any material assets Purchased Assets unless replaced with similar items of substantially equal or greater value and utility or (iiy) create, assume or permit to exist any Liens upon their assetsany Purchased Asset, except for Permitted Liens; (d) not dissolveadopt or publicly propose a plan of complete or partial liquidation or resolutions providing for or authorizing such a liquidation or a dissolution, liquidatein each case, of any material Subsidiary of Tribune that owns a Station, nor merge into or consolidate with any other entity, other than in connection with or as contemplated by the Merger Agreement; (e) maintain, repair and replace maintain the Tangible Personal Property, including any Tangible Personal Property which has been damaged prior to Closing, and maintain, repair and replace the Real Property, Property (including any improvements thereon) in normal operating condition and in conformity in all material respects with all applicable FCC technical regulations, which has been damaged prior to Closing, in each case in the ordinary course of businesswear and tear accepted; (i) upon reasonable written advance notice, give Buyer and its representatives Representatives reasonable access at reasonable, mutually agreed-upon times during normal business hours to the StationStations, and furnish Buyer with information relating to the Business that Buyer may reasonably request, including access to employees and facilities and information regarding systems, equipment (including documentation and specifications), processes, operations, and other assets related to Transition Services as necessary to assist Buyer in preparing for the operation of the Stations following the Closing and the receipt of Transition Services; provided, however, that such access rights shall not be exercised in a manner that unreasonably interferes with the Business and Business, (ii) otherwise provide such reasonable assistance and cooperation as may be requested by Buyer from time to time prior to the Closing Date to reasonably facilitate the transition of the Business, including facilities, operations and applicable datadata and, following the Tribune Closing, including access to the Transferred Employees for training and orientation purposes, to Buyer upon and effective as of the Effective Time, and (iii) permit Buyer to conduct Phase I environmental site assessments or audits of the Real Property (provided, however, that in no event shall Buyer be permitted to conduct sampling of any environmental media, including soil, sediment, groundwater, surface water, air or building material at any Real Property without the prior written consent of Xxxxxxxx, which shall not be unreasonably withheld, delayed or conditioned); (g) not make or rescind any Tax election with respect to the Purchased Assets, settle or compromise any litigation, Proceeding, investigation or controversy relating to Taxes with respect to the Purchased Assets, or change the Tax classifications of the Purchased Assets, in each case, to the extent such action would reasonably be expected to materially and adversely affect Buyer or its Affiliates after the Closing; (h) except as otherwise required by Law, not enter into, renew renew, renegotiate, or renegotiate materially amend any (i) employment agreement with a Transferred an Employee providing for annual compensation in excess of $100,000, 200,000 or any severance agreement with such an Employee, or any labor, (ii) labor or union agreement or plan, including any Collective Bargaining Agreement, provided, that for the purpose of this Section 5.01(h), amending or renegotiating any Bargaining Agreement to add or alter a notice of sale of assets or successors and assigns clause or provision will be binding upon Buyer after the Closingdeemed material; (hi) promptly notify Buyer of any attempted or actual collective bargaining organizing activity with respect to the Employees, upon Xxxxxxxx or Tribune becoming aware of any such activity; (j) direct all directors, executives and officers of KTXL and WJW, and representatives and all managers and supervisors of any Union Employees, not to communicate, discuss, provide written materials or otherwise represent to the Employees that (i) Buyer will assume any Bargaining Agreement or (ii) Buyer will offer employment to or hire the Union Employees on the same or similar terms and conditions as those set forth in any Bargaining Agreement; (k) not hire or terminate the employment of any Station general manager or any other Transferred Employee with annual aggregate non-equity compensation, including target bonuses, in excess of $100,000200,000, excluding any terminations for “cause” as reasonably determined by SellersXxxxxxxx, Tribune or any of their respective Affiliates; (il) except in the ordinary course of business, not (i) materially increase the compensation or benefits payable to any Transferred Employee, or (ii) modify any severance policy applicable to any Transferred Employee that would result in any material increase in the amount of severance payable to any such Transferred Employee (or would materially expand the circumstances in which such severance is payable); (j) not sell, leaseexcept, license or otherwise dispose of or encumber any Station Asset except with respect to clauses (i) pursuant to or in accordance with existing Assumed Contracts or and (ii) immaterial Station Assets (A) increases in compensation or benefits in connection with a promotion or an increase in responsibilities in the ordinary course of business consistent with past practicespractice or pursuant to existing compensation and fringe benefit plans, any Xxxxxxxx Plan or Tribune Plan, practices and arrangements, (B) increases in base salaries or wages that are made in the ordinary course consistent with past practice to any current Employee with an annual base salary of less than $200,000; provided, that with respect to any such current Employee with an annual base salary of less than $200,000 and greater than $50,000, any such increase must be less than 3.5% per annum of his or her base salary or wages on a per employee basis, and/or (C) as may be required by applicable Law or Contracts (including applicable Bargaining Agreements); (km) use commercially reasonable best efforts to maintain the each Station’s MVPD carriage existing as of the date of this Agreementhereof; (ln) with respect to any Station, except for agreements and contracts Contracts which can be terminated by WTGS TVXxxxxxxx, the Seller Tribune or LIN Companiesany of their respective Affiliates, as applicable, without penalty upon notice of ninety (90) days or less, not (i) enter into any agreement or contract Contract that would have been a Material Contract were WTGS TVXxxxxxxx, the Seller Tribune or LIN Companiesany of their respective Affiliates, as applicable, a party or subject thereto on the date of this Agreement hereof unless such agreement or contract (x) Contract is entered into in the ordinary course of business and (y) does not involve payments by WTGS TV, the Seller or LIN Companies, as applicable, of greater than $250,000 during any twelve (12) month periodconsistent with past practice, (ii) renew or amend in any material respect any Material Contract unless such renewal or amendment (x) is effected in the ordinary course of business, (y) does not increase the amount of payments to be made by WTGS TV, the Seller or LIN Companies, as applicable, during any twelve (12) month period by $250,000 or more business consistent with past practice or (iii) terminate or waive any material right under any Material Contract other than in the ordinary course of business (excluding the expiration of any Material Contract in accordance with its terms) (it being understood that if any such entry into, or amendment or termination of any such agreement or contract is permitted pursuant to this Section 5.1(k) as a result of the references to acts taken in the ordinary course of business, but such action would otherwise be prohibited by any other provision of this Section 5.1, then this Section 5.1(k) shall not be interpreted to permit such action without the prior written consent of Buyer as contemplated hereby); (mo) with respect to any Station not enter into (i) any Contract constituting a Sharing Agreement, Multicast Agreement, network affiliation agreement with a third party, XXX Agreement with respect or a Channel Sharing Agreement or (ii) any TVE Agreement, except solely to the Stationextent such TVE Agreement represents a grant of rights arising from a Contract with an MVPD that is entered into the ordinary course of business consistent with past practice as permitted by Section 5.01(n); (np) not change any accounting practices, procedures or methods (except for any change required under by reason of a change in GAAP or applicable lawLaw) or maintain its books and records, in each case in a manner other than in the ordinary course of business; (oq) not make or agree or commit to make any capital expenditureexpenditure in excess of $500,000 individually and $1,000,000 in the aggregate, except (i) for pursuant to each Station’s capital expenditures equal to or less than $200,000 expenditure plan set forth in connection with any particular project or equal to or less than $500,000 in the aggregateeach Station’s annual budget, and (ii) for emergency commitments or expenditures, and (iii) for capital expenditures incurred pursuant to the terms and subject to the conditions of Section 7.10 in connection with the Repack; (pr) maintain its qualifications to hold maintain the FCC Licenses with respect to the each Station and not take any action that will materially impair such FCC Licenses or such qualifications; (qs) promote the programming of the each Station (both on-air and using third party media) in the ordinary course of businessbusiness consistent with past practice, taking into account inventory availability; (r) not adopt, enter into or become bound by any new Employee Plan or amend, modify or terminate any Employee Plan, except (i) to comply with applicable Law, (ii) in the ordinary course of business consistent with past practices without any additional post-Closing material liability to WTGS TV, the Seller or LIN Companies, as applicable, or (iii) as otherwise contemplated by this Agreement; (s) keep in full force and effect the material insurance policies set forth on Schedule 3.12 (or other insurance policies comparable in amount and scope); (t) not make or rescind any election relating to Taxes, settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, for any taxable period ending on or after September 30, 2012, or change any of its methods of reporting income or deductions on its Income Tax Returns, or the classifications of its existing property and assets, in each case, to the extent such action would reasonably be expected to materially and adversely affect Buyer or its Affiliates after the Closing; (u) not (i) enter into or agree or commit to enter into any new Tradeout Agreement relating to the Station with a value in excess of $40,000, and $200,000 in the aggregate, prior to Closing that will not be fully performed prior to the Closing or (ii) make any guarantee of commercial ratings other than in the ordinary course of business consistent with past practice; (i) utilize the Program Rights only in the ordinary course of business consistent with past practice practice; (u) perform all of its obligations under the Assumed Contracts, the Revenue Leases and the Real Property Leases in all material respects in a timely manner; (iiv) not sell keep in full force and effect the material insurance policies covering the Business or otherwise dispose of any such Program Rightsthe Stations (or other insurance policies comparable in amount and scope); (w) not extend credit to advertisers other than in the ordinary course of business consistent with past practice; (x) timely make retransmission consent elections with all MVPDs located in or serving the Station’s MarketsMarket; (y) not enter into any retransmission consent agreement relating to the Station other than as set forth on Schedule 5.01(y); (zx) not enter into any Contract with any Affiliate or Subsidiary of Seller Xxxxxxxx or Tribune that survives constitutes a Purchased Asset or an Assumed Liability; (y) not apply to the ClosingFCC for any construction permit that would restrict in any material respect any Station’s operations or make any material changes in the assets of the Stations that is not in the ordinary course of business, except either (i) as and only to the extent required by Law or (ii) as and only to the extent required in connection with the Incentive Auction and Repack; and (aaz) not agree, commit or resolve to take any actions inconsistent with the foregoing.

Operations Pending Closing. Between the date hereof and the ClosingExcept (i) as expressly contemplated, except as (a) set forth in permitted or required by this Agreement or the Option Exercise Agreement, (bii) contemplated by the applicable subsection of as set forth on Disclosure Schedule 5.01Section 6.01, or (ciii) as required by applicable Law or by a Governmental Authority of competent jurisdiction, or (iv) with the regulations or requirements prior written consent of any regulatory organization applicable Buyer, and subject to WTGS TVthe provisions of Section 8.03 regarding control of the Stations, from and after the date of this Agreement until the Closing, with respect to the Business and the Stations, the Seller or Company and each of the LIN Companies, as the case may be, unless Buyer otherwise consents in writing which request for consent shall be directed to and promptly considered in accordance with the terms and conditions of this Section 5.01 by Buyer and which consent shall (i) not be unreasonably withheld, conditioned or delayed in the case of clauses (c), (e), (f), (g), (h), (i), (l), (n), (r), (s), (t), (u) or (w), and (ii) which may otherwise be withheld in Buyer’s sole discretion, the LIN Companies Company Subsidiaries shall, and Seller shall use commercially reasonable efforts to cause WTGS TV and, prior with respect to the Merger ClosingShares, the LIN Companies to, and the Seller shall, following the Merger Closing and prior to the Closing: (a) operate the Station Stations and the Business in the ordinary course and compliance in all material respects in accordance with the Communications Laws, the FCC Licenses and with all other applicable Laws; (b) maintain all of the FCC Licenses in full force and effect and not cause or permit, or agree or commit to cause or permit, by act or failure to act, any of the FCC Licenses to expire or to be revoked, suspended or adversely modified, or take or fail to take any action that would cause the FCC or any other Governmental Authority to institute proceedings (other than proceedings of general applicability) for the suspension, revocation or adverse modification of any of the FCC Licenses listed on Schedule 3.04(a)Licenses; and not change any Station's call letters; (c) other than not enter into any interference acceptance agreement with another FCC licensee that would reasonably be expected to result in electrical interference to a Station in excess of the ordinary course of business or for applicable interference level permitted under the purpose of disposing of obsolete or worthless assets, not (i) sell, lease, license or dispose of or agree to sell, lease, license or dispose of any material assets unless replaced with similar items of substantially equal or greater value and utility or (ii) create, assume or permit to exist any Liens upon their assets, except for Permitted LiensCommunications Laws; (d) not dissolve, liquidate, merge or consolidate with any other entity; (e) maintain, repair and replace the Tangible Personal Property, including any Tangible Personal Property which has been damaged prior to Closing, and maintain, repair and replace the Real Property, including any improvements thereon, which has been damaged prior to Closing, in each case in the ordinary course of business; (i) upon reasonable written advance notice, give Buyer and its representatives reasonable access at reasonable, mutually agreed-upon times during normal business hours to the Station, and furnish Buyer with information relating to the Business that Buyer may reasonably request, provided, however, that such access rights shall not be exercised in a manner that interferes with the Business and (ii) otherwise provide such reasonable assistance and cooperation as may be requested by Buyer from time to time prior to the Closing Date to reasonably facilitate the transition of the Business, including facilities, operations and applicable data, to Buyer upon and effective as of the Effective Time; (g) except as otherwise required by Law, not enter into, renew or renegotiate any employment agreement with a Transferred Employee providing for annual compensation in excess of $100,000, any severance agreement or any labor, or union agreement or plan, including any Collective Bargaining Agreement, that will be binding upon Buyer after the Closing; (h) not hire or terminate the employment of any Station general manager or any other Transferred Employee with annual aggregate non-equity compensation, including target bonuses, in excess of $100,000, excluding any terminations for “cause” as reasonably determined by Sellers; (i) except in the ordinary course of business, not (i) materially increase the compensation or benefits payable to any Transferred Employee, or (ii) modify any severance policy applicable to any Transferred Employee that would result in any material increase in the amount of severance payable to any such Transferred Employee (or would materially expand the circumstances in which such severance is payable); (j) not sell, lease, license or otherwise dispose of or encumber any Station Asset except (i) pursuant to or in accordance with existing Assumed Contracts or (ii) immaterial Station Assets in the ordinary course of business consistent with past practices; (k) use commercially reasonable efforts to maintain the Station’s MVPD carriage existing as of the date of this Agreement; (l) except for agreements and contracts which can be terminated by WTGS TV, the Seller or LIN Companies, as applicable, without penalty upon notice of ninety (90) days or less, not (i) enter into any agreement or contract that would have been a Material Contract were WTGS TV, the Seller or LIN Companies, as applicable, a party or subject thereto on the date of this Agreement unless such agreement or contract (x) is entered into in the ordinary course of business and (y) does not involve payments by WTGS TV, the Seller or LIN Companies, as applicable, of greater than $250,000 during any twelve (12) month period, (ii) amend in any material respect any Material Contract unless such amendment (x) is effected in the ordinary course of business, (y) does not increase the amount of payments to be made by WTGS TV, the Seller or LIN Companies, as applicable, during any twelve (12) month period by $250,000 or more or (iii) terminate or waive any material right under any Material Contract other than in the ordinary course of business (excluding the expiration of any Material Contract in accordance with its terms) (it being understood that if any such entry into, or amendment or termination of any such agreement or contract is permitted pursuant to this Section 5.1(k) as a result of the references to acts taken in the ordinary course of business, but such action would otherwise be prohibited by any other provision of this Section 5.1, then this Section 5.1(k) shall not be interpreted to permit such action without the prior written consent of Buyer as contemplated hereby); (m) not enter into any Contract constituting a Sharing Agreement with respect to the Station; (n) not change any accounting practices, procedures or methods (except for any change required under GAAP or applicable law) or maintain its books and records, in each case in a manner other than in the ordinary course of business; (o) not make or agree or commit to make any capital expenditure, except (i) for capital expenditures equal to or less than $200,000 in connection with any particular project or equal to or less than $500,000 in the aggregate, and (ii) for emergency commitments or expenditures; (p) maintain its qualifications to hold the FCC Licenses with respect to the each Station and not take any action that will materially impair such FCC Licenses or such qualifications, or cause the grant of FCC Consent to be materially delayed; (qe) not sell, lease, license, abandon or otherwise dispose of or encumber the Shares or any of the Assets, except (i) pursuant to or in accordance with existing Contracts set forth on Disclosure Schedule Section 3.05(a), (ii) immaterial assets in the ordinary course of business consistent with past practices or (iii) unless replaced with similar items of substantially equal or greater value and utility in the aggregate; (f) operate the Business in the ordinary course consistent with past practices (except where such conduct would conflict with other paragraphs of this Section 6.01 or with Seller's other express obligations under this Agreement) and use commercially reasonable efforts to preserve substantially intact the relationships of the Company and the Company Subsidiaries, with their respective customers, suppliers, licensors, licensees, and distributors, including all goodwill; (g) promote the Stations and the programming of the Station Stations (both on-air and using third party media) in the ordinary course of businessbusiness and consistent with past practice, taking into account inventory availability; (rh) not make any change in any method of accounting or accounting practice utilized in the preparation of the Business Financial Statements, except for any such change required by reason of a concurrent change in GAAP; (i) maintain the Equipment in good operating condition and in conformity in all material respects with all applicable FCC technical regulations, ordinary wear and tear excepted; (j) maintain, in full force and effect, the material Intellectual Property owned by the Company and the Company Subsidiaries; (k) maintain the Real Property and not amend, modify, extend, renew or terminate any Lease (except the Excluded Real Property Lease) and not enter into any new lease, sublease, license or other agreement for the use or occupancy of any real property; (l) not (i) terminate the employment of the Station general manager or terminate any other Employee, excluding any terminations for "cause" as reasonably determined by Seller, (ii) enter into any employment agreement with an Employee providing for annual compensation in excess of $50,000 or a term of more than one (1) year, (iii) grant any equity-based incentive awards, (iv) increase the base wages or other compensation or benefits of any Employee, except such increases in the ordinary course of business consistent with past practice, and in no event increase employee compensation (including base salary and bonus or incentive compensation or hourly wage) in excess of 2% per employee per annum, (v) modify any severance policy applicable to any Employee that would result in any increase in the amount of severance payable to any such employee (or would expand the circumstances in which such severance is payable); (vi) enter into any severance agreement, (vii) enter into any labor, or union agreement or plan without Buyer's consent which, in addition to not being unreasonably withheld, conditioned or delayed, shall be provided consistent with Seller's legal obligations, including its good faith bargaining obligations; provided, however, Seller shall notify Buyer promptly of all such bargaining and allow Buyer to give Seller its input with respect to any negotiations, subject to Seller's good faith bargaining obligations, (viii) adopt, enter into or become bound by any new Employee Plan Plan, or amend, modify adopt any amendment to or terminate any Employee Plan, except (ix) to comply with applicable LawLaws, (iiy) as contemplated by this Agreement or (z) in the ordinary course of business business, consistent with past practices practice, without any additional material post-Closing material liability to WTGS TVany of the Company, the Seller Company Subsidiaries or LIN CompaniesBuyer (including, specifically, but without limitation, changes to Employees' incentive compensation such as applicable, or (iii) as otherwise contemplated by this Agreement; (s) keep in full force and effect the material insurance policies set forth on Schedule 3.12 (or other insurance policies comparable in amount and scopecommission arrangements); (tm) not make communicate to any Employee any information regarding the prospective terms and conditions of his or rescind any election relating her employment after Closing beyond the terms expressly stated in this Agreement or otherwise already communicated to Taxes, settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, for any taxable period ending on or after September 30, 2012, or change any of its methods of reporting income or deductions on its Income Tax Returns, or the classifications of its existing property and assets, in each case, to the extent such action would reasonably be expected to materially and adversely affect Employee by Buyer or its Affiliates representatives; (n) not enter into, amend or become obligated under, any agreement or commitment, except for: (y) any individual Program Rights agreement with a term of one (1) year or less or that involves cash payments or cash receipts of $52,000 or less after the Closing; and (z) any other agreement or commitment (other than advertising sales contracts for cash only) with a term of one (1) year or less or that involve cash payments or cash receipts of $15,000 or less per year after the Closing; provided, however, that in no event may the Company or any of the Company Subsidiaries enter into such other agreements or commitments that in the aggregate involve cash payments or cash receipts of $250,000 or more after the Closing; (uo) not (i) enter into or agree or commit to enter into any new Tradeout Agreement relating to the any Station with a value in excess of $40,00010,000, and and, $200,000 100,000 in the aggregateaggregate for all such new Tradeout Agreements, prior to Closing that will not be fully performed prior to the Closing or Closing; (iip) make any guarantee of commercial ratings other than in the ordinary course of business consistent with past practice; (iq) utilize the Program Rights only in the ordinary course of business consistent with past practice practices and (ii) not sell or otherwise dispose of any such Program Rights; (wr) not extend credit promptly notify Buyer of any attempted or actual collective bargaining organizing activity with respect to advertisers other than in the ordinary course of business consistent with past practiceapplicable Employees that Seller has Knowledge of; (xs) not make or agree or commit to make any capital expenditure greater than $50,000 in connection with any particular project relating to a Station; (t) keep in full force and effect insurance comparable in amount and scope of coverage to that now maintained; (u) not enter into or become obligated under any new Contract which would be required to be listed on Disclosure Schedule Section 3.05(a) by virtue of Section 3.05(a) hereof or amend, modify, terminate or waive any material right under any Material Contract (including any Lease or employment Material Contract), other than as expressly permitted hereunder or as set forth in Section 6.01(n); (v) timely make retransmission consent elections with all MVPDs located in or serving the Station’s Stations' Markets; (yw) not enter into any retransmission consent agreement relating agreements with respect to any MVPD with more than 1,000 subscribers; (x) pay accounts payable and collect accounts receivable of the Station Business in the ordinary course of business; (y) not sell, transfer or assign the Shares or permit to exist any Lien upon the Shares (other than as set forth on Schedule 5.01(yPermitted Liens), or issue, sell or grant any subscription, option, warrant, conversion right, or right of exchange or other agreement providing for the purchase, issuance or sale of any equity interest in the Company or any of the Company Subsidiaries; (z) not enter into (i) make any Contract acquisition (including by merger, consolidation or acquisition of stock) of the capital stock or a material portion of the assets of any third party; (ii) dissolve, liquidate, merge or consolidate with any Affiliate other entity; (iii) not adopt a plan of liquidation, dissolution, merger, consolidation, restructuring, recapitalization or Subsidiary reorganization or adopt or propose any change in any of Seller that survives the Closing; andOrganizational Documents of the Company or any Company Subsidiary; (aa) not agreepermit any Grant Entity to change any election, commit change an annual accounting period, adopt or resolve change any accounting method, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment, or take any other similar action, or omit to take any action relating to the filing of any Tax Return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action or omission would have the effect of increasing the present or future Tax liability or decreasing any present or future Tax benefit of the Company; (bb) not compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy of any Grant Entity for an amount in excess of $100,000 (provided such amounts are paid prior to Closing), except in the ordinary course of business; (cc) not issue or sell (i) any capital stock; (ii) any Stock Options or other rights, agreements or commitments obligating the Company to issue, deliver or sell any of its capital stock or any other security or any right exercisable for or convertible or exchangeable into such capital stock or (iii) declare, set aside, make or pay any stock dividend or other distribution in stock in respect of any of its capital stock or other equity interests; (dd) not agree or commit, whether in writing or otherwise, to take any actions inconsistent with the foregoingforegoing clauses; and (ee) pay programming payables in the ordinary course of business, consistent with past custom and practice and, in any event, no later than 90 days. Notwithstanding anything set forth in this Agreement, including, without limitation, this Section 6.01, to the contrary, between the date hereof and the Closing Date, Seller and its Affiliates may transfer Cash and Cash Equivalents from the Company's or the Company Subsidiaries' accounts to accounts of Seller.

Operations Pending Closing. Between Except as otherwise set forth herein and subject to the provisions of Section 7.03 regarding control of the Station, after the date hereof and the Closing, except as (a) set forth in of this Agreement or the Option Exercise Agreement, (b) contemplated by the applicable subsection of Schedule 5.01, or (c) required by applicable Law or the regulations or requirements of any regulatory organization applicable to WTGS TV, the Seller or the LIN Companies, as the case may be, unless Buyer otherwise consents in writing which request for consent shall be directed to and promptly considered in accordance with the terms and conditions of this Section 5.01 by Buyer and which consent shall (i) not be unreasonably withheld, conditioned or delayed in the case of clauses (c), (e), (f), (g), (h), (i), (l), (n), (r), (s), (t), (u) or (w), and (ii) which may otherwise be withheld in Buyer’s sole discretion, the LIN Companies shall, and Seller shall use commercially reasonable efforts to cause WTGS TV and, prior to the Merger Closing, the LIN Companies to, and the Seller shall, following the Merger Closing and prior to the Closing, Sellers shall: (a) operate or cause the operation of the Station in the ordinary course of business consistent with past practices and in all material respects in accordance use commercially reasonable best efforts to preserve substantially intact the relationships of the Station with its customers, employees, suppliers, licensors, licensees, distributors and others with whom the Communications Laws, the FCC Licenses and with all other applicable LawsStation deals; (b) operate the Station substantially in compliance with the Communications Act and not cause or permit, or agree or commit to cause or permit, by act or failure to act, any of the FCC Licenses to expire or to be revoked, suspended or adversely modified, or take or fail to take take, any action that would be reasonably likely to cause the FCC or any other Governmental Authority to institute proceedings (other than proceedings of general applicability) for the suspension, revocation or adverse modification of any of the FCC Licenses listed on Schedule 3.04(a)Licenses; (c) other than until the Audited Financial Statements are prepared, not make any change in any method of accounting or accounting practice utilized in the ordinary course preparation of business or for the purpose Reference Financial Statements, and from and after the date of disposing of obsolete or worthless assetsthe Audited Financial Statements, not (i) sellmake any change in any method of accounting or accounting practice utilized in the preparation of the Audited Financial Statements, lease, license or dispose of or agree to sell, lease, license or dispose of any material assets unless replaced with similar items of substantially equal or greater value and utility or (ii) create, assume or permit to exist any Liens upon their assetsin each case, except for Permitted Liensany such change required by reason of a concurrent change in GAAP; (d) not dissolve, liquidate, merge or consolidate with any other entity; (e) maintain, repair and replace the Tangible Personal Property, including any Tangible Personal Property which has been damaged prior to Closing, and maintain, repair and replace the Real Property, including any improvements thereon, which has been damaged prior to Closing, in each case in the ordinary course of business; (i) upon reasonable written advance notice, give Buyer and its representatives reasonable access at reasonable, mutually agreed-upon times during normal business hours to the Station, and furnish Buyer with information relating to the Business that Buyer may reasonably request, provided, however, that such access rights shall not be exercised in a manner that interferes with the Business and (ii) otherwise provide such reasonable assistance and cooperation as may be requested by Buyer from time to time prior to the Closing Date to reasonably facilitate the transition of the Business, including facilities, operations and applicable data, to Buyer upon and effective as of the Effective Time; (g) except as otherwise required by Law, not enter into, renew or renegotiate any employment agreement with a Transferred Employee providing for annual compensation in excess of $100,000, any severance agreement or any labor, or union agreement or plan, including any Collective Bargaining Agreement, that will be binding upon Buyer after the Closing; (h) not hire or terminate the employment of any Station general manager or any other Transferred Employee with annual aggregate non-equity compensation, including target bonuses, in excess of $100,000, excluding any terminations for “cause” as reasonably determined by Sellers; (i) except in the ordinary course of business, not (i) materially increase the compensation or benefits payable to any Transferred Employee, or (ii) modify any severance policy applicable to any Transferred Employee that would result in any material increase in the amount of severance payable to any such Transferred Employee (or would materially expand the circumstances in which such severance is payable); (j) not sell, lease, license or otherwise dispose of any assets or encumber any properties relating to the Station Asset except (i) pursuant to existing contracts or in accordance with existing Assumed Contracts commitments or (ii) immaterial Station Assets in the ordinary course of business consistent with past practices; (ke) use commercially reasonable efforts not enter into or agree to enter into any agreement to sell, purchase or encumber any parcel of Real Property; (f) maintain the Equipment in good operating condition, ordinary wear and tear excepted, and replace with a substantially equivalent asset of substantially equivalent quality or utility any of the Equipment that shall not be working or shall be lost, stolen or destroyed; (g) except as otherwise provided in Section 8.07, (A) not hire any Person without Buyer's prior written consent; (B) not increase or otherwise change the rate or nature of, or prepay, the compensation (including wages, salaries and bonuses) that is paid or payable to any Person employed by the Station’s MVPD carriage , except in the ordinary course of the business consistent with past practices or pursuant to existing as compensation and fringe benefit plans, practices and arrangements that have been furnished (in the case of such plans) or disclosed (in the case of such practices and arrangements) to Buyer prior to the date of this Agreement; (C) not enter into, renew or allow the renewal of or entering into, any employment or consulting agreement or other contract or arrangement with respect to the performance of personal services for the Station without Buyer's prior written consent; (D) not increase or otherwise change the rate or nature of severance or other termination benefits that are paid or payable to any Person employed by the Station; and (E) not agree or commit to do any of the foregoing provided, however, that with respect to clauses (A) and (C) of this Section 5.01(g), if Buyer does not provide its consent, Sellers may nonetheless take such action(s) as described in such clauses, provided that Buyer does not upon consummation of the transactions contemplated by this Agreement incur any liability or obligation relating to or arising from such action(s). (h) except with Buyer's prior written consent, such consent not to be unreasonably withheld or delayed and except as otherwise provided in Section 8.07, (A) not enter into, or become obligated under, any agreement or commitment on behalf of the Station except for: (x) any individual Program Rights agreement with a term of six (6) months or less or that involve payments or receipts of $200,000 or less; provided, however, that in no event may either Seller enter into Program Rights agreements that in the aggregate involve payments or receipts of $500,000 or more without Buyer's prior written consent, and (y) any other agreement or commitment (other than advertising sales contracts for cash only) with a term of six (6) months or less or that involve payments or receipts of $50,000 or less; provided, however, that in no event may either Seller enter into such other agreements or commitments that in the aggregate involve payments or receipts of $250,000 or more without Buyer's prior written consent, or (B) not change, amend, terminate or otherwise modify or agree or commit to change, amend, terminate or otherwise modify any Contract (other than advertising sales contracts for cash only) in any material respect except for those Contracts that terminate or expire prior to the Effective Time by their own terms; provided, however that neither Seller shall enter into or agree or commit to enter into any agreements or transactions on behalf of the Station with one another, with Affiliates of Sellers or with other divisions of either Seller without Buyer's prior written consent; (li) except without limiting the restrictions contained in Section 5.01(h): (A) keep Buyer apprised of material developments in negotiations for existing and proposed Program Rights agreements and contracts which can promptly provide Buyer with copies of all Program Rights agreements entered into by or on behalf of the Station; and (B) use commercially reasonable best efforts to include the following language in each Program Rights agreement to be terminated by WTGS TV, the Seller or LIN Companies, as applicable, without penalty upon notice of ninety (90) days or less, not (i) enter into any agreement or contract that would have been a Material Contract were WTGS TV, the Seller or LIN Companies, as applicable, a party or subject thereto on negotiated and executed from and after the date of this Agreement unless such agreement or contract (x) is entered into in the ordinary course of business and (y) does not involve payments by WTGS TV, the Seller or LIN Companies, as applicable, of greater than $250,000 during any twelve (12) month period, (ii) amend in any material respect any Material Contract unless such amendment (x) is effected in the ordinary course of business, (y) does not increase the amount of payments to be made by WTGS TV, the Seller or LIN Companies, as applicable, during any twelve (12) month period by $250,000 or more or (iii) terminate or waive any material right under any Material Contract other than in the ordinary course of business (excluding the expiration of any Material Contract in accordance with its terms) (it being understood that if any such entry into, or amendment or termination of any such agreement or contract is permitted pursuant to this Section 5.1(k) as a result of the references to acts taken in the ordinary course of business, but such action would otherwise be prohibited by any other provision of this Section 5.1, then this Section 5.1(k) shall not be interpreted to permit such action without the prior written consent of Buyer as contemplated hereby); (m) not enter into any Contract constituting a Sharing Agreement with respect to the Station; (n) not change any accounting practices, procedures or methods (except for any change required under GAAP or applicable law) or maintain its books and records, in each case in a manner other than in the ordinary course of business; (o) not make or agree or commit to make any capital expenditure, except (i) for capital expenditures equal to or less than $200,000 in connection with any particular project or equal to or less than $500,000 in the aggregate, and (ii) for emergency commitments or expenditures; (p) maintain its qualifications to hold the FCC Licenses with respect to the Station and not take any action that will materially impair such FCC Licenses or such qualifications; (q) promote the programming of the Station (both on-air and using third party media) in the ordinary course of business, taking into account inventory availability; (r) not adopt, enter into or become bound by any new Employee Plan or amend, modify or terminate any Employee Plan, except (i) to comply with applicable Law, (ii) in the ordinary course of business consistent with past practices without any additional post-Closing material liability to WTGS TV, the Seller or LIN Companies, as applicable, or (iii) as otherwise contemplated by this Agreement; (s) keep in full force and effect the material insurance policies agreements set forth on Schedule 3.12 (3.05(a): "If Station becomes commonly owned or operated with any television station in the Los Angeles Nielsen Designated Market Area, the programs may be broadcast on the Xxation or such other insurance policies comparable in amount and scope);station(s) or any of them." (tj) not make or rescind any election relating to Taxes, settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, for any taxable period ending on or after September 30, 2012, or change any of its methods of reporting income or deductions on its Income Tax Returns, or the classifications of its existing property and assets, in each case, to the extent such action would reasonably be expected to materially and adversely affect Buyer or its Affiliates after the Closing; (u) not (i) enter into or agree or commit to enter into any new Tradeout Agreement relating to the Station with a value in excess of $40,000, and $200,000 in the aggregate, prior to Closing that will not be fully performed prior to the Closing or (ii) make any guarantee of commercial ratings other than in the ordinary course of business consistent with past practicewithout Buyer's prior written consent; (iA) utilize the Program Rights only in the ordinary course of business consistent with past practice practices and substantially in accordance with the anticipated usage of such Program Rights as set forth on Schedule 3.05(f) and (iiB) not sell or otherwise dispose of any such Program RightsRights and make payments on Program Rights and agreements on a basis consistent with past practices and otherwise in accordance with this Agreement; (wl) not extend credit use their commercially reasonable best efforts to advertisers take all appropriate, reasonable action to protect the present service areas of the Station from increased electrical interference from other than in stations, existing or proposed, and to exercise reasonable best efforts to maintain or cause the ordinary course maintenance of business consistent with past practicecarriage, if any, of the Station's signals on all cable systems and satellite carriers; (xm) timely make retransmission consent elections with all MVPDs located except as otherwise provided in Section 8.07, not adopt, or serving agree or commit to adopt, any Employee Plan or other pension, profit sharing, deferred compensation or similar plan, program or trust on behalf of personnel of the Station’s Markets, or modify or agree or commit to modify the existing Plans insofar as they relate to personnel of the Station, other than modifications or agreements or commitments to make any adoptions or modifications that apply to similarly situated employees of Sellers; (yn) in the event that the Bargaining Agreements expire prior to the Effective Time, seek the consent of the appropriate international and local union(s) to a short-term extension of the expiring agreement(s) to enable Buyer to negotiate the terms of said agreement(s) after the Effective Time, and, in the event the consent to such an extension is not enter into obtained, to confer in advance with Buyer about all applicable issues subject to bargaining; provided that Sellers shall, to the extent permitted by applicable Law, propose that such Bargaining Agreements provide for a term of one year but in no event more than three (3) years; (o) promptly notify Buyer of any retransmission consent attempted or actual collective bargaining organizing activity with respect to Station Employees; and not propose, to the extent permitted by Law, that any collective bargaining agreement applicable to any Station Employees be binding by any "successor" employer of such employees; (p) follow the Station's usual and customary policy with respect to (A) extending credit for sales of broadcast time on the Station and (B) collecting accounts receivable relating to the Station other than as set forth on Schedule 5.01(y)arising from such extension of credit; (zA) promote and advertise the Station, (B) promote and advertise, including on-air promotion and advertising, any program that is currently airing on the Station, in each case consistent with past practices, (C) make expenditures or commitments to make expenditures consistent with past practices, and (D) apply or spend all amounts received from Warner Brothers, Universal and Paramount for the 2001/2002 season (which amounts Sellers estimate to be $1.1 million) for advertising, marketing and promotion (the "A&P Grant") prior to the Closing Date for the purposes for which they were intended; (r) not enter into make or agree or commit to make any Contract capital expenditure greater than $5,000 in connection with any Affiliate particular project or Subsidiary of Seller that survives the Closinggreater than $50,000 in total, without Buyer's prior written consent, which consent shall not be unreasonably withheld; and (aas) timely make any must-carry/retransmission election that must be made prior to the Closing Date, provided that Sellers shall not agreeelect must-carry (by default or otherwise) or enter into a retransmission consent agreement without first conferring with Buyer, commit or resolve or, prior to take any actions inconsistent with the foregoingSeptember 15, 2002, without Buyer's consent.

Operations Pending Closing. Between Except as otherwise set forth herein and subject to the provisions of Section 7.03 regarding control of the Station, after the date hereof and the Closing, except as (a) set forth in of this Agreement or the Option Exercise Agreement, (b) contemplated by the applicable subsection of Schedule 5.01, or (c) required by applicable Law or the regulations or requirements of any regulatory organization applicable to WTGS TV, the Seller or the LIN Companies, as the case may be, unless Buyer otherwise consents in writing which request for consent shall be directed to and promptly considered in accordance with the terms and conditions of this Section 5.01 by Buyer and which consent shall (i) not be unreasonably withheld, conditioned or delayed in the case of clauses (c), (e), (f), (g), (h), (i), (l), (n), (r), (s), (t), (u) or (w), and (ii) which may otherwise be withheld in Buyer’s sole discretion, the LIN Companies shall, and Seller shall use commercially reasonable efforts to cause WTGS TV and, prior to the Merger Closing, the LIN Companies to, and the Seller shall, following the Merger Closing and prior to the Closing, Sellers shall: (a) except as set forth on Schedule Section 5.01(a), operate or cause the operation of the Station in the ordinary course of business consistent with past practices and in all material respects in accordance use commercially reasonable best efforts to preserve substantially intact the relationships of the Station with its customers, employees, suppliers, licensors, licensees, distributors and others with whom the Communications Laws, the FCC Licenses and with all other applicable LawsStation deals; (b) operate the Station substantially in compliance with the Communications Act and not cause or permit, or agree or commit to cause or permit, by act or failure to act, any of the FCC Licenses to expire or to be revoked, suspended or adversely modified, or take or fail to take take, any action that would be reasonably likely to cause the FCC or any other Governmental Authority to institute proceedings (other than proceedings of general applicability) for the suspension, revocation or adverse modification of any of the FCC Licenses listed on Schedule 3.04(a)Licenses; (c) other than not make any change in any method of accounting or accounting practice utilized in the ordinary course preparation of business or for the purpose of disposing of obsolete or worthless assets, not (i) sell, lease, license or dispose of or agree to sell, lease, license or dispose of any material assets unless replaced with similar items of substantially equal or greater value and utility or (ii) create, assume or permit to exist any Liens upon their assetsReference Financial Statements, except for Permitted Liensany such change required by reason of a concurrent change in GAAP; (d) not dissolve, liquidate, merge or consolidate with any other entity; (e) maintain, repair and replace the Tangible Personal Property, including any Tangible Personal Property which has been damaged prior to Closing, and maintain, repair and replace the Real Property, including any improvements thereon, which has been damaged prior to Closing, in each case in the ordinary course of business; (i) upon reasonable written advance notice, give Buyer and its representatives reasonable access at reasonable, mutually agreed-upon times during normal business hours to the Station, and furnish Buyer with information relating to the Business that Buyer may reasonably request, provided, however, that such access rights shall not be exercised in a manner that interferes with the Business and (ii) otherwise provide such reasonable assistance and cooperation as may be requested by Buyer from time to time prior to the Closing Date to reasonably facilitate the transition of the Business, including facilities, operations and applicable data, to Buyer upon and effective as of the Effective Time; (g) except as otherwise required by Law, not enter into, renew or renegotiate any employment agreement with a Transferred Employee providing for annual compensation in excess of $100,000, any severance agreement or any labor, or union agreement or plan, including any Collective Bargaining Agreement, that will be binding upon Buyer after the Closing; (h) not hire or terminate the employment of any Station general manager or any other Transferred Employee with annual aggregate non-equity compensation, including target bonuses, in excess of $100,000, excluding any terminations for “cause” as reasonably determined by Sellers; (i) except in the ordinary course of business, not (i) materially increase the compensation or benefits payable to any Transferred Employee, or (ii) modify any severance policy applicable to any Transferred Employee that would result in any material increase in the amount of severance payable to any such Transferred Employee (or would materially expand the circumstances in which such severance is payable); (j) not sell, lease, license or otherwise dispose of any assets or encumber any properties relating to the Station Asset except (i) pursuant to existing contracts or in accordance with existing Assumed Contracts commitments or (ii) immaterial Station Assets in the ordinary course of business consistent with past practices; (ke) use commercially reasonable efforts not enter into or agree to enter into any agreement to sell, purchase or encumber any parcel of Real Property; (f) maintain the Equipment in good operating condition, ordinary wear and tear excepted, and replace with a substantially equivalent asset of substantially equivalent quality or utility any of the Equipment that shall not be working or shall be lost, stolen or destroyed; (g) except as otherwise provided in Section 8.07, (A) not hire any Person without Buyer’s prior written consent, except for Persons replacing Station Employees at equivalent compensation; (B) not increase or otherwise change the rate or nature of, or prepay, the compensation (including wages, salaries and bonuses) that is paid or payable to any Person employed by the Station’s MVPD carriage , except in the ordinary course of the business consistent with past practices or pursuant to existing as compensation and fringe benefit plans, practices and arrangements that have been furnished (in the case of such plans) or disclosed (in the case of such practices and arrangements) to Buyer prior to the date of this Agreement; (C) not enter into, renew or allow the renewal of or entering into, any employment or consulting agreement or other contract or arrangement with respect to the performance of personal services for the Station without Buyer’s prior written consent; (D) not increase or otherwise change the rate or nature of severance or other termination benefits that are paid or payable to any Person employed by the Station; and (E) not agree or commit to do any of the foregoing provided, however, that with respect to clauses (A) and (C) of this Section 5.01(g), if Buyer does not provide its consent, Sellers may nonetheless take such action(s) as described in such clauses, provided that Buyer does not upon consummation of the transactions contemplated by this Agreement incur any liability or obligation relating to or arising from such action(s). (h) except with Buyer’s prior written consent, such consent not to be unreasonably withheld or delayed and except as otherwise provided in Section 8.07, (A) not enter into, or become obligated under, any agreement or commitment on behalf of the Station except for: (x) any individual Program Rights agreement with a term of six (6) months or less or that involve payments or receipts of $200,000 or less; provided, however, that in no event may either Seller enter into Program Rights agreements that in the aggregate involve payments or receipts of $500,000 or more without Buyer’s prior written consent and, provided further, that Buyer may not acquire any Program Rights for which Buyer does not grant its consent pursuant to this Section 5.01(h) for the benefit of television station KMAX-TV in Sacramento, and (y) any other agreement or commitment (other than advertising sales contracts for cash only) with a term of six (6) months or less or that involve payments or receipts of $50,000 or less; provided, however, that in no event may either Seller enter into such other agreements or commitments that in the aggregate involve payments or receipts of $250,000 or more without Buyer’s prior written consent, or (B) not change, amend, terminate or otherwise modify or agree or commit to change, amend, terminate or otherwise modify any Contract (other than advertising sales contracts for cash only) in any material respect except for those Contracts that terminate or expire prior to the Effective Time by their own terms; provided, however that neither Seller shall enter into or agree or commit to enter into any agreements or transactions on behalf of the Station with one another, with Affiliates of Sellers or with other divisions of either Seller without Buyer’s prior written consent; (li) except without limiting the restrictions contained in Section 5.01(h): (A) keep Buyer apprised of material developments in negotiations for existing and proposed Program Rights agreements and contracts which can promptly provide Buyer with copies of all Program Rights agreements entered into by or on behalf of the Station; and (B) use commercially reasonable best efforts to include the following language in each Program Rights agreement to be terminated by WTGS TV, the Seller or LIN Companies, as applicable, without penalty upon notice of ninety (90) days or less, not (i) enter into any agreement or contract that would have been a Material Contract were WTGS TV, the Seller or LIN Companies, as applicable, a party or subject thereto on negotiated and executed from and after the date of this Agreement unless such agreement or contract (x) is entered into in the ordinary course of business and (y) does not involve payments by WTGS TV, the Seller or LIN Companies, as applicable, of greater than $250,000 during any twelve (12) month period, (ii) amend in any material respect any Material Contract unless such amendment (x) is effected in the ordinary course of business, (y) does not increase the amount of payments to be made by WTGS TV, the Seller or LIN Companies, as applicable, during any twelve (12) month period by $250,000 or more or (iii) terminate or waive any material right under any Material Contract other than in the ordinary course of business (excluding the expiration of any Material Contract in accordance with its terms) (it being understood that if any such entry into, or amendment or termination of any such agreement or contract is permitted pursuant to this Section 5.1(k) as a result of the references to acts taken in the ordinary course of business, but such action would otherwise be prohibited by any other provision of this Section 5.1, then this Section 5.1(k) shall not be interpreted to permit such action without the prior written consent of Buyer as contemplated hereby); (m) not enter into any Contract constituting a Sharing Agreement with respect to the Station; (n) not change any accounting practices, procedures or methods (except for any change required under GAAP or applicable law) or maintain its books and records, in each case in a manner other than in the ordinary course of business; (o) not make or agree or commit to make any capital expenditure, except (i) for capital expenditures equal to or less than $200,000 in connection with any particular project or equal to or less than $500,000 in the aggregate, and (ii) for emergency commitments or expenditures; (p) maintain its qualifications to hold the FCC Licenses with respect to the Station and not take any action that will materially impair such FCC Licenses or such qualifications; (q) promote the programming of the Station (both on-air and using third party media) in the ordinary course of business, taking into account inventory availability; (r) not adopt, enter into or become bound by any new Employee Plan or amend, modify or terminate any Employee Plan, except (i) to comply with applicable Law, (ii) in the ordinary course of business consistent with past practices without any additional post-Closing material liability to WTGS TV, the Seller or LIN Companies, as applicable, or (iii) as otherwise contemplated by this Agreement; (s) keep in full force and effect the material insurance policies agreements set forth on Disclosure Schedule 3.12 (Section 3.05(a): “If Station becomes commonly owned or operated with any television station in the Sacramento Xxxxxxx Designated Market Area, the programs may be broadcast on the Station or such other insurance policies comparable in amount and scope);station(s) or any of them.” (tj) not make or rescind any election relating to Taxes, settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, for any taxable period ending on or after September 30, 2012, or change any of its methods of reporting income or deductions on its Income Tax Returns, or the classifications of its existing property and assets, in each case, to the extent such action would reasonably be expected to materially and adversely affect Buyer or its Affiliates after the Closing; (u) not (i) enter into or agree or commit to enter into any new Tradeout Agreement relating to the Station with a value in excess of $40,00020,000 individually, and and, $200,000 in the aggregate, relating to the Station prior to Closing that will not be fully performed prior to the Closing or (ii) make any guarantee of commercial ratings other than in the ordinary course of business consistent with past practicewithout Buyer’s prior written consent; (iA) utilize the Program Rights only in the ordinary course of business consistent with past practice practices and substantially in accordance with the anticipated usage of such Program Rights as set forth on Disclosure Schedule Section 3.05(f) and (iiB) not sell or otherwise dispose of any such Program RightsRights and make payments on Program Rights and agreements on a basis consistent with past practices and otherwise in accordance with this Agreement; (wl) not extend credit use their commercially reasonable best efforts to advertisers take all appropriate, reasonable action to protect the present service areas of the Station from increased electrical interference from other than in stations, existing or proposed, and to exercise reasonable best efforts to maintain or cause the ordinary course maintenance of business consistent with past practicecarriage, if any, of the Station’s signals on all cable systems and satellite carriers; (xm) timely except as otherwise provided in Section 8.07, not adopt, or agree or commit to adopt, any Employee Plan or other pension, profit sharing, deferred compensation or similar plan, program or trust on behalf of personnel of the Station, or modify or agree or commit to modify the existing Plans insofar as they relate to personnel of the Station, other than modifications or agreements or commitments to make retransmission any adoptions or modifications that apply to similarly situated employees of Sellers; (n) in the event that the Bargaining Agreements expire prior to the Effective Time, seek the consent elections of the appropriate international and local union(s) to a short-term extension of the expiring agreement(s) to enable Buyer to negotiate the terms of said agreement(s) after the Effective Time, and, in the event the consent to such an extension is not obtained, to confer in advance with Buyer about all MVPDs located applicable issues subject to bargaining; provided that Sellers shall, to the extent permitted by applicable Law, propose that such Bargaining Agreements provide for a term of one year but in no event more than three (3) years; (o) promptly notify Buyer of any attempted or serving actual collective bargaining organizing activity with respect to Station Employees; and not propose, to the extent permitted by Law, that any collective bargaining agreement applicable to any Station Employees be binding by any “successor” employer of such employees; (p) follow the Station’s Markets; usual and customary policy with respect to (yA) not enter into any retransmission consent agreement extending credit for sales of broadcast time on the Station and (B) collecting accounts receivable relating to the Station other than as set forth on Schedule 5.01(y)arising from such extension of credit; (zA) promote and advertise the Station, (B) promote and advertise, including on-air promotion and advertising, any program that is currently airing on the Station, in each case consistent with past practices, and (C) make expenditures or commitments to make expenditures consistent with past practices; (r) not make or agree or commit to make any capital expenditure greater than $5,000 in connection with any particular project or greater than $50,000 in total, without Buyer’s prior written consent, which consent shall not be unreasonably withheld; (s) timely make any must-carry/retransmission election that must be made prior to the Closing Date, provided that Sellers shall not elect must-carry (by default or otherwise) or enter into a retransmission consent agreement without Buyer’s consent; provided that, after June 30, 2005, Sellers may, without Buyer’s consent, renew any Contract with any Affiliate or Subsidiary of Seller that survives existing retransmission consent agreements on substantially the Closingsame terms; and (aat) not agree, commit or resolve to take any actions inconsistent timely make the DTV channel election on FCC Form 382 in accordance with the foregoingDisclosure Schedule Section 5.01(t).

Operations Pending Closing. Between the date hereof and the Closing, except as (a) set forth in this Agreement or the Option Exercise Agreement, (b) contemplated by the applicable subsection of Schedule 5.01, or (c) required by applicable Law or the regulations or requirements of any regulatory organization applicable to WTGS TV, the Seller or the LIN CompaniesXxxxxxxxxx Company, as the case may be, unless Buyer otherwise consents in writing which request for consent shall be directed to and promptly considered in accordance with the terms and conditions of this Section 5.01 by the Buyer Principal Liaisons and which consent shall (i) not be unreasonably withheld, conditioned or delayed in the case of clauses (c), (e), (f), (g), (h), (i), (lj), (nk), (rm), (o), (p), (s), (t), (uv), (w) or (wy), and (ii) which may otherwise be withheld in Buyer’s sole discretion, the LIN Companies shall, and Seller shall use commercially reasonable efforts to cause WTGS TV andthe Xxxxxxxxxx Company, prior to the Merger Xxxxxxxxxx Closing, the LIN Companies to, and the Seller shall, following the Merger Xxxxxxxxxx Closing and prior to the Closing: (a) operate the Station in the ordinary course and in all material respects in accordance with the Communications Laws, the FCC Licenses and with all other applicable Laws; (b) not cause or permit, or agree or commit to cause or permit, by act or failure to act, any of the FCC Licenses to expire or to be revoked, suspended or adversely modified, or take or fail to take any action that would cause the FCC or any other Governmental Authority to institute proceedings (other than proceedings of general applicability) for the suspension, revocation or adverse modification of any of the FCC Licenses listed on Schedule 3.04(a); (c) other than in the ordinary course of business or for the purpose of disposing of obsolete or worthless assets, not (i) sell, lease, license or dispose of or agree to sell, lease, license or dispose of any material assets unless replaced with similar items of substantially equal or greater value and utility or (ii) create, assume or permit to exist any Liens upon their assets, except for Permitted Liens; (d) not dissolve, liquidate, merge or consolidate with any other entity; (e) maintain, repair and replace the Tangible Personal Property, including any Tangible Personal Property which has been damaged prior to Closing, and maintain, repair and replace the Real Property, including any improvements thereon, which has been damaged prior to Closing, in each case in the ordinary course of business; (f) reserved; (i) upon reasonable written advance notice, give Buyer and its representatives reasonable access at reasonable, mutually agreed-upon times during normal business hours to the Station, and furnish Buyer with information relating to the Business that Buyer may reasonably request, provided, however, that such access rights shall not be exercised in a manner that interferes with the Business and (ii) otherwise provide such reasonable assistance and cooperation as may be requested by Buyer from time to time prior to the Closing Date to reasonably facilitate the transition of the Business, including facilities, operations and applicable data, to Buyer upon and effective as of the Effective Time; (gh) except as otherwise required by Law, not enter into, renew or renegotiate any employment agreement with a Transferred Employee providing for annual compensation in excess of $100,000, any severance agreement or any labor, or union agreement or plan, including any Collective Bargaining Agreement, that will be binding upon Buyer after the Closing; (hi) not hire or terminate the employment of any Station general manager or any other Transferred Employee with annual aggregate non-equity compensation, including target bonuses, in excess of $100,000, excluding any terminations for “cause” as reasonably determined by Sellers; (ij) except in the ordinary course of businessbusiness or in connection with the Xxxxxxxxxx Company’s obligations with respect to Transferred Employees, not (i) materially increase the compensation or benefits payable to any Transferred Employee, or (ii) modify any severance policy applicable to any Transferred Employee that would result in any material increase in the amount of severance payable to any such Transferred Employee (or would materially expand the circumstances in which such severance is payable); (jk) not sell, lease, license or otherwise dispose of or encumber any Station Asset except (i) pursuant to or in accordance with existing Assumed Contracts or (ii) immaterial Station Assets in the ordinary course of business consistent with past practicesreserved; (kl) use commercially reasonable efforts to maintain the Station’s MVPD carriage existing as of the date of this Agreement; (lm) except for agreements and contracts which can be terminated by WTGS TV, the Seller or LIN CompaniesXxxxxxxxxx Company, as applicable, without penalty upon notice of ninety (90) days or less, not (i) enter into any agreement or contract that would have been a Material Contract were WTGS TV, the Seller or LIN CompaniesXxxxxxxxxx Company, as applicable, a party or subject thereto on the date of this Agreement unless such agreement or contract (x) is entered into in the ordinary course of business and (y) does not involve payments by WTGS TV, the Seller or LIN CompaniesXxxxxxxxxx Company, as applicable, of greater than $250,000 during any twelve (12) month period, (ii) amend in any material respect any Material Contract unless such amendment (x) is effected in the ordinary course of business, (y) does not increase the amount of payments to be made by WTGS TV, the Seller or LIN CompaniesXxxxxxxxxx Company, as applicable, during any twelve (12) month period by $250,000 or more or (iii) terminate or waive any material right under any Material Contract other than in the ordinary course of business (excluding the expiration of any Material Contract in accordance with its terms) (it being understood that if any such entry into, or amendment or termination of any such agreement or contract is permitted pursuant to this Section 5.1(k5.1(m) as a result of the references to acts taken in the ordinary course of business, but such action would otherwise be prohibited by any other provision of this Section 5.1, then this Section 5.1(k5.1(m) shall not be interpreted to permit such action without the prior written consent of Buyer as contemplated hereby); (mn) not enter into any Contract constituting a Sharing Agreement with respect to the Station; (no) not change any accounting practices, procedures or methods (except for any change required under GAAP or applicable law) or maintain its books and records, in each case in a manner other than in the ordinary course of business; (op) not make or agree or commit to make any capital expenditure, except (i) for capital expenditures equal to or less than $200,000 in connection with any particular project or equal to or less than $500,000 in the aggregate, and (ii) for emergency commitments or expendituresreserved; (pq) maintain its qualifications to hold maintain the FCC Licenses with respect to the Station and not take any action that will materially impair such FCC Licenses or such qualifications; (qr) promote the programming of the Station (both on-air and using third party media) in the ordinary course of business, taking into account inventory availability; (rs) not adopt, enter into or become bound by any new Employee Plan or amend, modify or terminate any Employee Plan, except (i) to comply with applicable Law, (ii) in the ordinary course of business consistent with past practices without any additional post-Closing material liability to WTGS TV, the Seller or LIN CompaniesXxxxxxxxxx Company, as applicable, or (iii) as otherwise contemplated by this Agreement; (st) keep in full force and effect the material insurance policies set forth on Schedule 3.12 (or other insurance policies comparable in amount and scope); (tu) reserved; (v) not make or rescind any election relating to Taxes, settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, for any taxable period ending on or after September 30, 2012, or change any of its methods of reporting income or deductions on its Income Tax Returns, or the classifications of its existing property and assets, in each case, to the extent such action would reasonably be expected to materially and adversely affect Buyer or its Affiliates after the Closing; (uw) not (i) enter into or agree or commit to enter into any new Tradeout Agreement relating to the Station with a value in excess of $40,000, and and, $200,000 in the aggregate, prior to Closing that will not be fully performed prior to the Closing or (ii) make any guarantee of commercial ratings other than in the ordinary course of business consistent with past practice;. (i) utilize the Program Rights only in the ordinary course of business consistent with past practice and (ii) not sell or otherwise dispose of any such Program Rights; (wy) not extend credit to advertisers other than in the ordinary course of business consistent with past practice; (xz) timely make retransmission consent elections with all MVPDs located in or serving the Station’s Markets; (y) not enter into any retransmission consent agreement relating to the Station other than as set forth on Schedule 5.01(y); (z) not enter into any Contract with any Affiliate or Subsidiary of Seller that survives the Closing; and (aa) not agree, commit or resolve to take any actions inconsistent with the foregoing.

Operations Pending Closing. Between the date hereof and the Closing, except Except (i) as (a) set forth in contemplated or required by this Agreement or the Option Exercise Agreement, (bii) contemplated by the applicable subsection of as set forth on Disclosure Schedule Section 5.01, or (ciii) as required by applicable Law or the regulations by a Governmental Authority of competent jurisdiction, or requirements of any regulatory organization applicable to WTGS TV, the Seller or the LIN Companies, as the case may be, unless Buyer otherwise consents in writing which request for consent shall be directed to and promptly considered in accordance (iv) with the terms prior written consent of Buyer, which consent, notwithstanding Section 13.02 hereto, may be requested and conditions of this Section 5.01 given by Buyer e-mail or fax between Xxxxxxx Xxxxxxxx, Seller’s chief executive officer, or his/her designee, and Xx. Xxxxxxx Xxxxxxxx, Buyer’s Chief Operating Officer or his designee, and further which consent shall (i) may not be unreasonably withheld, delayed or conditioned or delayed in the case of clauses (c), (e), (f), (g), (h), (i), (l), (no), (rp), (q) or, as it relates to the foregoing, (s), (t), (u) or (w), and (ii) which may otherwise be withheld in Buyer’s sole discretion, the LIN Companies shall, and Seller shall use commercially reasonable efforts to cause WTGS TV and, prior subject to the Merger provisions of Section 7.04 regarding control of the Stations, from and after the date of this Agreement until the Closing, the LIN Companies to, and the Seller shall, following the Merger Closing and prior to the Closing: (a) operate the Station Stations in the ordinary course and compliance in all material respects in accordance with the Communications Laws, the FCC Licenses Licenses, and with all other applicable Laws, Governmental Orders and Permits; (b) not cause or permit, or agree or commit to cause or permit, by act or failure to act, any of the FCC Licenses to expire or to be revoked, suspended or adversely modified, or take or fail to take any action that would cause the FCC or any other Governmental Authority to institute proceedings (other than proceedings of general applicability) for the suspension, revocation or adverse modification of any of the FCC Licenses listed on Disclosure Schedule 3.04(aSection 3.12(a)(1); (c) other than in the ordinary course of business or for the purpose of disposing of obsolete or worthless assets, not (i) sell, lease, license or dispose of or agree to sell, lease, license or dispose of any material assets unless replaced with similar items of substantially equal or greater value and utility or (ii) create, assume or permit to exist any Liens upon their assets, except for Permitted Liens; (d) not dissolve, liquidate, merge or consolidate with any other entity; (e) maintain, repair and replace the Tangible Personal Property, including any Tangible Personal Property which has been damaged prior to Closing, and maintain, repair and replace the Real Property, including any improvements thereon, which has been damaged prior to Closing, in each case in the ordinary course of business; (i) upon reasonable written advance notice, give Buyer and its representatives reasonable access at reasonable, mutually agreed-upon times during normal business hours to the Station, and furnish Buyer with information relating to the Business that Buyer may reasonably request, provided, however, that such access rights shall not be exercised in a manner that interferes with the Business and (ii) otherwise provide such reasonable assistance and cooperation as may be requested by Buyer from time to time prior to the Closing Date to reasonably facilitate the transition of the Business, including facilities, operations and applicable data, to Buyer upon and effective as of the Effective Time; (g) except as otherwise required by Law, not enter into, renew or renegotiate any employment agreement with a Transferred Employee providing for annual compensation in excess of $100,000, any severance agreement or any labor, or union agreement or plan, including any Collective Bargaining Agreement, that will be binding upon Buyer after the Closing; (h) not hire or terminate the employment of any Station general manager or any other Transferred Employee with annual aggregate non-equity compensation, including target bonuses, in excess of $100,000, excluding any terminations for “cause” as reasonably determined by Sellers; (i) except in the ordinary course of business, not (i) materially increase the compensation or benefits payable to any Transferred Employee, or (ii) modify any severance policy applicable to any Transferred Employee that would result in any material increase in the amount of severance payable to any such Transferred Employee (or would materially expand the circumstances in which such severance is payable); (j) not sell, lease, license or otherwise dispose of, or create, assume or permit to exist any Lien (other than a Permitted Lien) on any assets of or encumber any Station Asset the Stations except (iA) pursuant to or in accordance with existing Assumed Contracts or commitments set forth on Disclosure Schedule Section 3.05(a) or Disclosure Schedule Section 5.01(c) or (iiB) immaterial Station Assets assets in the ordinary course of business consistent with past practices; (kd) except as set forth on Disclosure Schedule Section 5.01(d), operate the Stations in the ordinary course consistent with past practices (except where such conduct would conflict with the covenants set forth in this Section 5.01 or with Seller’s other obligations under this Agreement) and use commercially reasonable efforts to maintain preserve substantially intact the Station’s MVPD carriage existing as relationships of the date of this AgreementSeller with its respective customers, suppliers, licensors, licensees, distributors and others with whom Seller deals; (le) not make any change in any method of accounting or accounting practice utilized in the preparation of the Business Financial Statements except for agreements and contracts which can be terminated any such change required by WTGS TV, reason of a concurrent change in GAAP; (f) maintain the Seller or LIN Companies, as applicable, without penalty upon notice of ninety (90) days or less, not (i) enter into any agreement or contract that would have been a Material Contract were WTGS TV, the Seller or LIN Companies, as applicable, a party or subject thereto on the date of this Agreement unless such agreement or contract (x) is entered into Owned Real Property in the ordinary course of business and maintain the Equipment in normal operating condition in conformity in all material respects with all applicable FCC technical regulations, ordinary wear and tear excepted; (yg) does not involve payments by WTGS TV, the Seller or LIN Companies, as applicable, of greater than $250,000 during any twelve (12i) month period, (ii) amend in any material respect any Material Contract unless such amendment (x) is effected in the ordinary course of business, (y) does not increase the amount of payments to be made by WTGS TVrate or nature of, or prepay, the Seller or LIN Companiescompensation (including wages, as applicable, during any twelve (12) month period by $250,000 or more or (iii) terminate or waive any material right under any Material Contract other than in the ordinary course of business (excluding the expiration of any Material Contract in accordance with its terms) (it being understood that if any such entry into, or amendment or termination of any such agreement or contract is permitted pursuant to this Section 5.1(k) as a result of the references to acts taken in the ordinary course of business, but such action would otherwise be prohibited by any other provision of this Section 5.1, then this Section 5.1(k) shall not be interpreted to permit such action without the prior written consent of Buyer as contemplated hereby); (m) not enter into any Contract constituting a Sharing Agreement with respect to the Station; (n) not change any accounting practices, procedures or methods (except for any change required under GAAP or applicable lawsalaries and bonuses) or maintain its books and records, in each case in a manner other than in the ordinary course of business; (o) not make severance that is paid or agree or commit payable to make any capital expenditureEmployee, except (i) for capital expenditures equal to or less than $200,000 in connection with any particular project or equal to or less than $500,000 in the aggregate, and (ii) for emergency commitments or expenditures; (p) maintain its qualifications to hold the FCC Licenses with respect to the Station and not take any action that will materially impair such FCC Licenses or such qualifications; (q) promote the programming of the Station (both on-air and using third party media) in the ordinary course of business, taking into account inventory availability; (r) not adopt, enter into or become bound by any new Employee Plan or amend, modify or terminate any Employee Plan, except (i) to comply with applicable Law, (iiA) in the ordinary course of business consistent with past practices without or pursuant to existing compensation and fringe benefit plans, Employee Plans, practices and arrangements and (B) as may be required by Law or existing contracts or applicable collective bargaining agreements; (ii) not enter into, renew or allow the renewal of or entering into, any additional post-Closing material liability employment or consulting agreement or other contract or arrangement (written or oral) with respect to WTGS TV, the Seller or LIN Companies, as applicable, or performance of personal services for the Stations that is not terminable at will except in the ordinary course of business consistent with past practice; and (iii) as otherwise contemplated by this Agreementnot agree or commit to do any of the foregoing; (sh) keep in full force and effect the material insurance policies except as set forth on Disclosure Schedule 3.12 (or other insurance policies comparable in amount and scopeSection 5.01(h); (t) , not make or rescind any election relating to Taxes, settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, for any taxable period ending on or after September 30, 2012enter into, or change become obligated under, any Contract or commitment except for: (x) any individual Program Rights agreement with a term of its methods one (1) year or less or that involves cash payments or cash receipts of reporting income $50,000.00 or deductions on its less; provided, however, that in no event may Seller enter into Program Rights agreements with respect to the Stations that in the aggregate involve cash payments or cash receipts of $100,000.00 or more; and (y) any other Contract or commitment (other than advertising sales contracts for cash only) with a term of one (1) year or less or that involve cash payments or cash receipts of $50,000.00 or less per year; provided, however, that in no event may Seller enter into such other Contracts or commitments with respect to the Stations that in the aggregate involve cash payments or cash receipts of $100,000.00 or more; and (z) any exercise of a renewal option under an Real Property Lease or Income Tax ReturnsLease that would otherwise terminate or expire, or where the classifications deadline to exercise such renewal option would lapse, within one year of its existing property and assets, in each case, to the extent such action would reasonably be expected to materially and adversely affect Buyer or its Affiliates after the anticipated date of Closing; (ui) not (iA) enter into or agree or commit to enter into any new Tradeout Agreement relating to the Station Stations with a value in excess of $40,00010,000.00, and and, $200,000 50,000.00 in the aggregate, prior to Closing that will not be fully performed prior to the Closing or (iiB) make any guarantee of commercial ratings other than in the ordinary course of business consistent with past practice; (i) utilize the Program Rights only in the ordinary course of business consistent with past practice practices and (ii) not sell or otherwise dispose of any such Program Rights; (wk) promptly notify Buyer of any attempted or actual collective bargaining organizing activity with respect to the applicable Employees; (l) except as set forth on Disclosure Schedule Section 5.01(l), not make or agree or commit to make any capital expenditure greater than $40,000.00 in connection with any particular project relating to the Stations; (m) keep in full force and effect insurance comparable in amount and scope of coverage to that now maintained; (n) not enter into any arrangement or Contract with any Affiliate of Seller that survives the Closing; (o) except as set forth on Disclosure Schedule Section 5.01(o) or as set forth in Section 5.01(h) above, not enter into or become obligated under any new Contract which would be required to be listed on Disclosure Schedule Section 3.05(a) by virtue of Section 3.05(a) hereof or amend, modify, terminate or waive any material right under any Assumed Contract (including any Real Property Lease, Income Lease or employment Contract), other than as expressly permitted hereunder; (p) not extend credit to advertisers other than in accordance with the ordinary course Stations’ usual and customary policy with respect to extending credit for the sale of business consistent with past practicebroadcast time and collecting Accounts Receivable; (xq) timely make retransmission consent elections promote the programming of the Stations (both on-air and using third party media) in a manner generally consistent with all MVPDs located in or serving historical practice, including, but not limited to, the Station’s Marketsexpenditure of funds for advertising, marketing and promotion; (yr) take such third party actions as are necessary to protect retransmission consent rights, including, in consultation with Buyer, electing retransmission consent treatment; and (s) not enter into or become obligated under any retransmission consent agreement relating Contract that, prior to the Station other than as set forth on Schedule 5.01(y); (z) not enter into Effective Time, would limit the Stations, or following the Effective Time, would limit Buyer, from engaging in any Contract line of business, competing with any Affiliate third party or Subsidiary of Seller that survives the Closingselling any product or service; and (aat) not agreeagree or commit, commit whether in writing or resolve otherwise, to take any of the actions inconsistent with specified in the foregoingforegoing clauses.

Operations Pending Closing. Between After the date hereof and the Closing, except as (a) set forth in this Agreement or the Option Exercise Agreement, (b) contemplated by the applicable subsection of Schedule 5.01, or (c) required by applicable Law or the regulations or requirements of any regulatory organization applicable to WTGS TV, the Seller or the LIN Companies, as the case may be, unless Buyer otherwise consents in writing which request for consent shall be directed to and promptly considered in accordance with the terms and conditions of this Section 5.01 by Buyer and which consent shall (i) not be unreasonably withheld, conditioned or delayed in the case of clauses (c), (e), (f), (g), (h), (i), (l), (n), (r), (s), (t), (u) or (w), and (ii) which may otherwise be withheld in Buyer’s sole discretion, the LIN Companies shall, and Seller shall use commercially reasonable efforts to cause WTGS TV and, prior to the Merger Closing, the LIN Companies to, and the Seller shall, following the Merger Closing and prior to the Closing, Sellers shall: (a) operate the Station in the ordinary course and in all material respects in accordance with the Communications Laws, the FCC Licenses and with all other applicable Laws; (b) not cause or permit, or agree or commit to cause or permit, by act or failure to act, any of the FCC Licenses to expire or to be revoked, suspended or adversely modified, or take or fail to take any action that would cause the FCC or any other Governmental Authority to institute proceedings (other than proceedings of general applicability) for the suspension, revocation or adverse modification of any of the FCC Licenses listed on Schedule 3.04(a); (c) other than Business in the ordinary course of business in accordance with past practices; (b) operate the Business in accordance in all material respects with the Licenses and applicable governmental requirements, rules and regulations; (c) maintain the Equipment in good working order, ordinary wear and tear and usage excepted, and replace any of the Equipment which shall be worn out, broken, lost, stolen or for destroyed, to the purpose extent such Equipment would have been replaced in the ordinary course of disposing of obsolete or worthless assets, not (i) sell, lease, license or dispose of or agree to sell, lease, license or dispose of any material assets unless replaced business in accordance with similar items of substantially equal or greater value and utility or (ii) create, assume or permit to exist any Liens upon their assets, except for Permitted Lienspast practices; (d) not dissolvesell, liquidatelease, merge license, mortgage, pledge or consolidate with otherwise dispose of any other entityof the Purchased Assets, except for transactions in the ordinary and regular course of the operation of the Business; (e) maintainnot increase or otherwise change the rate or nature of the compensation (including wages, repair salaries and replace the Tangible Personal Propertybonuses) which is paid or payable to any Person, including any Tangible Personal Property except pursuant to existing compensation and fringe benefit plans, practices and arrangements which has have been damaged prior disclosed to ClosingBuyer, and maintain, repair and replace the Real Property, including any improvements thereon, which has been damaged prior to Closing, in each case in the ordinary course of business; (i) upon reasonable written advance notice, give Buyer and its representatives reasonable access at reasonable, mutually agreed-upon times during normal business hours to the Station, and furnish Buyer with information relating to the Business that Buyer may reasonably request, provided, however, that such access rights shall not be exercised in a manner that interferes with the Business and (ii) otherwise provide such reasonable assistance and cooperation as may be requested by Buyer from time to time prior to the Closing Date to reasonably facilitate the transition of the Business, including facilities, operations and applicable data, to Buyer upon and effective as of the Effective Time; (g) except as otherwise required by Law, not enter into, renew or renegotiate allow the renewal of, any employment or consulting agreement or other contract or arrangement with respect to the performance of personal services; (f) not enter into, or become obligated under, any agreement or commitment on behalf of a Transferred Employee providing for annual compensation Seller except for: (i) agreements entered into in the ordinary and regular course of the operation of the Business but in no event any agreement in excess of Ten Thousand Dollars ($100,00010,000); (ii) those other agreements or commitments otherwise permitted under this Section 6.4; or terminate or otherwise change, amend or modify in any severance agreement material respect any material Contract or any laborLease, except for those which terminate or union agreement or planexpire by their own terms; (g) maintain in full force and effect policies of liability and casualty insurance of substantially the same type, including any Collective Bargaining Agreement, that will be binding upon Buyer after character and coverage as the Closingpolicies currently carried with respect to the Business; (h) not hire adopt, or terminate commit to adopt, any Plan, Benefit Arrangement or other pension, profit sharing, deferred compensation or similar plan, program or trust on behalf of personnel of the employment of any Station general manager Sellers or any other Transferred modify the existing Employee with annual aggregate non-equity compensation, including target bonuses, in excess of $100,000, excluding any terminations for “cause” as reasonably determined by SellersBenefit Plans; (i) except in the ordinary course promptly notify Buyer of business, not (i) materially increase the compensation any attempt or benefits payable actual collective bargaining organizing activity with respect to any Transferred Employee, or (ii) modify employees of Sellers; and not enter into any severance policy collective bargaining agreement applicable to any Transferred Employee that would result in any material increase in the amount employees of severance payable to any such Transferred Employee (or would materially expand the circumstances in which such severance is payable)Sellers; (j) not sell, lease, license or otherwise dispose follow the usual and customary policy of or encumber any Station Asset except (i) pursuant Sellers with respect to or in accordance extending credit for sales of products and with existing Assumed Contracts or (ii) immaterial Station Assets in the ordinary course respect to collecting Accounts Receivable arising from such extension of business consistent with past practicescredit; (k) use commercially make reasonable commercial efforts to maintain promote and advertise the Station’s MVPD carriage existing as Business and make expenditures therefor consistent with past practices and use reasonable commercial efforts to protect the business, business prospects and market share of the date of this AgreementBusiness; (l) except for agreements and contracts which can be terminated by WTGS TV, not reduce the Seller quality of the Inventory or LIN Companies, as applicable, without penalty upon notice permit the Inventory to decrease below an amount that is adequate to satisfy the requirements of ninety (90) days or less, not (i) enter into any agreement or contract that would have been a Material Contract were WTGS TV, the Seller or LIN Companies, as applicable, a party or subject thereto on the date of this Agreement unless such agreement or contract (x) is entered into Business arising in the ordinary course of business and (y) does not involve payments by WTGS TV, the Seller or LIN Companies, as applicable, of greater than $250,000 during any twelve (12) month period, (ii) amend in any material respect any Material Contract unless such amendment (x) is effected in the ordinary course of business, (y) does not increase the amount of payments to be made by WTGS TV, the Seller or LIN Companies, as applicable, during any twelve (12) month period by $250,000 or more or (iii) terminate or waive any material right under any Material Contract other than in the ordinary course of business (excluding the expiration of any Material Contract in accordance with its terms) (it being understood that if any such entry into, or amendment or termination of any such agreement or contract is permitted pursuant to this Section 5.1(k) as a result of the references to acts taken in the ordinary course of business, but such action would otherwise be prohibited by any other provision of this Section 5.1, then this Section 5.1(k) shall not be interpreted to permit such action without the prior written consent of Buyer as contemplated hereby)course; (m) not enter into acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any Contract constituting a Sharing Agreement with respect to the Stationother manner, any business; (n) not change make or incur any accounting practices, procedures or methods individual capital expenditures in excess of Ten Thousand Dollars (except for any change required under GAAP or applicable law$10,000) or maintain its books and records, in each case in a manner other than in the ordinary course aggregate in excess of businessTwenty Thousand Dollars ($20,000); (o) not make compromise or agree settle any litigation to which a Seller is a party for an amount individually or commit to make any capital expenditure, except (i) for capital expenditures equal to or less than $200,000 in connection with any particular project or equal to or less than $500,000 in the aggregate, and aggregate in excess of Ten Thousand Dollars (ii) for emergency commitments or expenditures$10,000); (p) maintain its qualifications to hold the FCC Licenses perform in all material respects all Contracts and Leases in accordance with respect to the Station their terms and not take any action that will materially impair such FCC Licenses or such qualificationspay all Accounts Payable, liabilities and all other obligations of Sellers when due unless being contested in good faith; (q) promote the programming of the Station (both on-air except as required by law or generally accepted accounting principles and using third party media) in the ordinary course of business, taking into account inventory availability; (r) not adopt, enter into or become bound by any new Employee Plan or amend, modify or terminate any Employee Plan, except (i) to comply with applicable Law, (ii) in the ordinary course of business consistent with past practices without any additional post-Closing material liability to WTGS TV, the Seller or LIN Companies, as applicable, or (iii) as otherwise contemplated by this Agreement; (s) keep in full force and effect the material insurance policies set forth on Schedule 3.12 (or other insurance policies comparable in amount and scope); (t) not make or rescind any election relating to Taxes, settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, for any taxable period ending on or after September 30, 2012, or change any of its methods of reporting income or deductions on its Income Tax Returns, or the classifications of its existing property and assets, in each case, disclosed to the extent such action would reasonably be expected to materially Buyer, maintain the books, records and adversely affect Buyer or its Affiliates after the Closing; (u) not (i) enter into or agree or commit to enter into any new Tradeout Agreement relating to the Station with a value in excess accounts of $40,000, and $200,000 in the aggregate, prior to Closing that will not be fully performed prior to the Closing or (ii) make any guarantee of commercial ratings other than Sellers in the ordinary course of business consistent with past practice; (i) utilize the Program Rights only in the ordinary course of business consistent with past practice and (iir) not sell pay any dividends to stockholders of SST, SST-Georgia or otherwise dispose SST-Virginia or redeem any of any such Program Rightsthe outstanding stock of SST, SST-Georgia or SST-Virginia; (w) not extend credit to advertisers other than in the ordinary course of business consistent with past practice; (x) timely make retransmission consent elections with all MVPDs located in or serving the Station’s Markets; (ys) not enter into any retransmission transactions with an Affiliate without the prior written consent agreement relating to the Station other than as set forth on Schedule 5.01(y)of Buyer; (zt) use all available Cash to pay down Assumed Liabilities and Indebtedness for Borrowed Money and cooperate with Buyer with respect to the order of such payments; (u) not enter into any Contract with any Affiliate take or Subsidiary of Seller that survives the Closing; and (aa) not agree, commit or resolve agree to take any actions action inconsistent with the foregoingrepresentations and warranties of Sellers contained herein, being true and correct as of the Closing Date in all material respects, or the consummation of the Closing as contemplated by this Agreement.

Operations Pending Closing. Between the date hereof and the Closing, except as (a) set forth in this Agreement or the Option Exercise Agreement, (b) contemplated by the applicable subsection of Schedule 5.01, or (c) required by applicable Law or the regulations or requirements of any regulatory organization applicable to WTGS TV, the Seller or the LIN Companies, as the case may beSeller, unless Buyer otherwise consents in writing which request for consent shall be directed to and promptly considered in accordance with the terms and conditions of this Section 5.01 by Buyer and which consent shall (i) not be unreasonably withheld, conditioned or delayed in the case of clauses (c), (e), (f), (g), (h), (i), (l), (n), (r), (s), (t), (u) or (w), and (ii) which may otherwise be withheld in Buyer’s sole discretion, the LIN Companies shall, and Seller shall use commercially reasonable efforts to cause WTGS TV and, prior to the Merger Closing, the LIN Companies to, and the Seller shall, following the Merger Closing and prior to the Closing: (a) operate the Station in the ordinary course and in all material respects in accordance with the Communications Laws, the FCC Licenses and with all other applicable Laws; (b) not cause or permit, or agree or commit to cause or permit, by act or failure to act, any of the FCC Licenses to expire or to be revoked, suspended or adversely modified, or take or fail to take any action that would cause the FCC or any other Governmental Authority to institute proceedings (other than proceedings of general applicability) for the suspension, revocation or adverse modification of any of the FCC Licenses listed on Schedule 3.04(a); (c) other than in the ordinary course of business or for the purpose of disposing of obsolete or worthless assets, not (i) sell, lease, license or dispose of or agree to sell, lease, license or dispose of any material assets unless replaced with similar items of substantially equal or greater value and utility or (ii) create, assume or permit to exist any Liens upon their assets, except for Permitted Liens; (d) not dissolve, liquidate, merge or consolidate with any other entity; (e) maintain, repair and replace the Tangible Personal Property, including any Tangible Personal Property which has been damaged prior to Closing, and maintain, repair and replace the Real Property, including any improvements thereon, which has been damaged prior to Closing, in each case in the ordinary course of business; (i) upon reasonable written advance notice, give Buyer and its representatives reasonable access at reasonable, mutually agreed-upon times during normal business hours to the Station, and furnish Buyer with information relating to the Business that Buyer may reasonably request, provided, however, that such access rights shall not be exercised in a manner that interferes with the Business and (ii) otherwise provide such reasonable assistance and cooperation as may be requested by Buyer from time to time prior to the Closing Date to reasonably facilitate the transition of the Business, including facilities, operations and applicable data, to Buyer upon and effective as of the Effective Time; (g) except as otherwise required by Law, not enter into, renew or renegotiate any employment agreement with a Transferred Employee providing for annual compensation in excess of $100,000, any severance agreement or any labor, or union agreement or plan, including any Collective Bargaining Agreement, that will be binding upon Buyer after the Closing; (h) not hire or terminate the employment of any Station general manager or any other Transferred Employee with annual aggregate non-equity compensation, including target bonuses, in excess of $100,000, excluding any terminations for “cause” as reasonably determined by Sellers; (i) except in the ordinary course of business, not (i) materially increase the compensation or benefits payable to any Transferred Employee, or (ii) modify any severance policy applicable to any Transferred Employee that would result in any material increase in the amount of severance payable to any such Transferred Employee (or would materially expand the circumstances in which such severance is payable); (j) not sell, lease, license or otherwise dispose of or encumber any Station Asset except (i) pursuant to or in accordance with existing Assumed Contracts or (ii) immaterial Station Assets in the ordinary course of business consistent with past practices; (k) use commercially reasonable efforts to maintain the Station’s MVPD carriage existing as of the date of this Agreement; (l) except for agreements and contracts which can be terminated by WTGS TV, the Seller or LIN Companies, as applicable, without penalty upon notice of ninety (90) days or less, not (i) enter into any agreement or contract that would have been a Material Contract were WTGS TV, the Seller or LIN Companies, as applicable, a party or subject thereto on the date of this Agreement unless such agreement or contract (x) is entered into in the ordinary course of business and (y) does not involve payments by WTGS TV, the Seller or LIN Companies, as applicable, of greater than $250,000 during any twelve (12) month period, (ii) amend in any material respect any Material Contract unless such amendment (x) is effected in the ordinary course of business, (y) does not increase the amount of payments to be made by WTGS TV, the Seller or LIN Companies, as applicable, during any twelve (12) month period by $250,000 or more or (iii) terminate or waive any material right under any Material Contract other than in the ordinary course of business (excluding the expiration of any Material Contract in accordance with its terms) (it being understood that if any such entry into, or amendment or termination of any such agreement or contract is permitted pursuant to this Section 5.1(k) as a result of the references to acts taken in the ordinary course of business, but such action would otherwise be prohibited by any other provision of this Section 5.1, then this Section 5.1(k) shall not be interpreted to permit such action without the prior written consent of Buyer as contemplated hereby); (m) not enter into any Contract constituting a Sharing Agreement with respect to the Station; (n) not change any accounting practices, procedures or methods (except for any change required under GAAP or applicable law) or maintain its books and records, in each case in a manner other than in the ordinary course of business; (o) not make or agree or commit to make any capital expenditure, except (i) for capital expenditures equal to or less than $200,000 in connection with any particular project or equal to or less than $500,000 in the aggregate, and (ii) for emergency commitments or expenditures; (p) maintain its qualifications to hold the FCC Licenses with respect to the Station and not take any action that will materially impair such FCC Licenses or such qualifications; (q) promote the programming of the Station (both on-air and using third party media) in the ordinary course of business, taking into account inventory availability; (r) not adopt, enter into or become bound by any new Employee Plan or amend, modify or terminate any Employee Plan, except (i) to comply with applicable Law, (ii) in the ordinary course of business consistent with past practices without any additional post-Closing material liability to WTGS TV, the Seller or LIN Companies, as applicable, or (iii) as otherwise contemplated by this Agreement; (s) keep in full force and effect the material insurance policies set forth on Schedule 3.12 (or other insurance policies comparable in amount and scope); (t) not make or rescind any election relating to Taxes, settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, for any taxable period ending on or after September 30, 2012, or change any of its methods of reporting income or deductions on its Income Tax Returns, or the classifications of its existing property and assets, in each case, to the extent such action would reasonably be expected to materially and adversely affect Buyer or its Affiliates after the Closing; (u) not (i) enter into or agree or commit to enter into any new Tradeout Agreement relating to the Station with a value in excess of $40,000, and $200,000 in the aggregate, prior to Closing that will not be fully performed prior to the Closing or (ii) make any guarantee of commercial ratings other than in the ordinary course of business consistent with past practice; (i) utilize the Program Rights only in the ordinary course of business consistent with past practice and (ii) not sell or otherwise dispose of any such Program Rights; (w) not extend credit to advertisers other than in the ordinary course of business consistent with past practice; (x) timely make retransmission consent elections with all MVPDs located in or serving the Station’s Markets; (y) not enter into any retransmission consent agreement relating to the Station other than as set forth on Schedule 5.01(y); (z) not enter into any Contract with any Affiliate or Subsidiary of Seller that survives the Closing; and (aa) not agree, commit or resolve to take any actions inconsistent with the foregoing.

Operations Pending Closing. Between Subject to the date hereof and provisions of Section 3.2 regarding control of the Station, pending the Closing, except as (a) set forth in this Agreement or the Option Exercise Agreement, (b) contemplated by the applicable subsection of Schedule 5.01, or (c) required by applicable Law or the regulations or requirements of any regulatory organization applicable to WTGS TV, the Seller or the LIN Companies, as the case may be, unless Buyer otherwise consents in writing which request for consent shall be directed to Sellers and promptly considered in accordance with the terms and conditions of this Section 5.01 by Buyer and which consent Parent shall (i) not be unreasonably withheld, conditioned or delayed in the case of clauses (c), (e), (f), (g), (h), (i), (l), (n), (r), (s), (t), (u) or (w), and (ii) which may otherwise be withheld in Buyer’s sole discretion, the LIN Companies shall, and Seller shall use commercially reasonable efforts to cause WTGS TV and, prior to the Merger Closing, the LIN Companies their affiliates to, and the Seller shall, following the Merger Closing and prior to the Closing:): (a) operate the Station in the ordinary course and in all material respects of business in accordance with Sellers' past practices consistently applied and use reasonable efforts to preserve and maintain the Communications LawsStation's goodwill, the FCC Licenses business and with all other applicable Lawscustomer relationships, licenses and franchises; (b) not cause or permitoperate the Station in accordance with applicable laws, or agree or commit to cause or permitregulations, by act or failure to actincluding without limitation, any of the FCC Licenses to expire or to be revoked, suspended or adversely modified, or take or fail to take any action that would cause the FCC or any other Governmental Authority to institute proceedings (other than proceedings of general applicability) for the suspension, revocation or adverse modification of any of the FCC Licenses listed on Schedule 3.04(a)Communications Laws; (c) use commercially reasonable efforts to maintain the Equipment in good operating condition, wear and tear due to ordinary usage excepted, and replace any of the Equipment which shall be worn out, lost, stolen or destroyed except in the case of Purchased Assets that are obsolete and not in use in the operation of the Station; (d) not remove from the Station, sell, assign, lease, transfer, mortgage, pledge, grant any Lien other than Permitted Liens or otherwise dispose of any of the Purchased Assets except for dispositions in the ordinary course of business in accordance with past practices consistently applied or unless such Purchased Assets are replaced with an asset of like kind and utility; (e) not, without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed, hire any new employee, consultant or independent contractor other than in the ordinary course of business or (except for the purpose of disposing of obsolete or worthless assets, not (i) sell, lease, license or dispose of or agree to sell, lease, license or dispose of any material assets unless replaced employees who are replacements for employees whose employment with similar items of substantially equal or greater value the Station has terminated and utility or (ii) createany new employees, assume consultants or permit independent contractors whose employment or contract with respect to exist the Station is terminated prior to the Closing Date without liability on the part of Buyer), not increase or otherwise change the rate or nature of the compensation (including wages, salaries and bonuses) or severance paid or payable to any Liens upon their assetsPerson employed or utilized by the Sellers or the Station, except for Permitted Liens; (d) pursuant to existing compensation and fringe benefit plans, practices and arrangements, other than annual performance based increases which shall not dissolveexceed 5% per annum, liquidate, merge or consolidate substantially consistent with any other entity; (e) maintain, repair the Sellers' past practice and replace the Tangible Personal Property, including any Tangible Personal Property which has been damaged prior to Closing, and maintain, repair and replace the Real Property, including any improvements thereon, which has been damaged prior to Closing, in each case in the ordinary course of business; (i) upon reasonable written advance notice, give Buyer and its representatives reasonable access at reasonable, mutually agreed-upon times during normal business hours to the Station, and furnish Buyer with information relating to the Business that Buyer may reasonably request, provided, however, that such access rights shall not be exercised in a manner that interferes with the Business and (ii) otherwise provide such reasonable assistance and cooperation as may be requested by Buyer from time to time prior to the Closing Date to reasonably facilitate the transition of the Business, including facilities, operations and applicable data, to Buyer upon and effective as of the Effective Time; (g) except as otherwise required by Law, not enter into, renew or renegotiate allow the renewal of, any employment or consulting agreement or other contract or arrangement with a Transferred Employee providing for annual compensation in excess respect to the performance of $100,000personal services; (f) except with Buyer's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, not enter into, or become obligated under, any severance agreement Contract affecting the Station or any labor, or union agreement or planits operations, including any Collective Bargaining AgreementProgram Rights agreement, with an aggregate Station liability of more than $25,000, unless cancelable at any time without penalty and except for commitments for advertising time on the Station at commercially reasonable rates to be paid in cash and entered into in the ordinary and regular course of the operation of the Station, or change, amend, terminate or otherwise modify in any material respect any Contract, License or Lease, except for those which terminate or expire by their own terms; provided, however, that Sellers will be binding upon not enter into any agreements for Program Rights or any agreements with affiliates of Sellers without Buyer's prior written consent; and provided, further, that Sellers shall continue to make such expenditures and commitments as is consistent with past practices of the Station; (g) keep Buyer after the Closingapprised of negotiations for Program Rights agreements and promptly provide Buyer with copies of all Program Rights agreements entered into by Sellers; (h) not hire or terminate maintain in full force and effect policies of insurance of the employment same type, character and coverage as the policies currently carried with respect to the business, operations and assets of any Station general manager or any other Transferred Employee with annual aggregate non-equity compensation, including target bonuses, in excess of $100,000, excluding any terminations for “cause” as reasonably determined by Sellersthe Station; (i) except in the ordinary course of businessSellers' business consistent with past practices, not (i) materially increase enter into any Tradeout Agreements relating to the compensation Station that create obligations or benefits payable liabilities of Sellers or the Station extending to any Transferred Employeeor beyond the Closing Date, without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or (ii) modify any severance policy applicable to any Transferred Employee that would result in any material increase in the amount of severance payable to any such Transferred Employee (or would materially expand the circumstances in which such severance is payable)delayed; (j) not sellenter into any agreement providing for a delayed or deferred payment that Buyer would be obligated to pay after the Closing Date except for those agreements consistent with the Station's past practices and in the ordinary course of its business; (k) on the Closing Date, lease, license or otherwise dispose be current on all of or encumber any Station Asset except its payment obligations under the Contracts and Leases; (il) proceed with all reasonable diligence to satisfy its obligations pursuant to or in accordance with existing Assumed Contracts or (ii) immaterial Station Assets Tradeout Agreements in the ordinary course of business consistent with past practicesof the Station; (km) use commercially reasonable efforts to maintain utilize the Station’s MVPD carriage existing as Program Rights of the date of this Agreement; (l) except for agreements and contracts which can be terminated by WTGS TV, the Seller or LIN Companies, as applicable, without penalty upon notice of ninety (90) days or less, not (i) enter into any agreement or contract that would have been a Material Contract were WTGS TV, the Seller or LIN Companies, as applicable, a party or subject thereto on the date of this Agreement unless such agreement or contract (x) is entered into Station only in the ordinary course of business and (y) does not involve payments by WTGS TV, the Seller or LIN Companies, as applicable, of greater than $250,000 during any twelve (12) month period, (ii) amend in any material respect any Material Contract unless such amendment (x) is effected in the ordinary course of business, (y) does not increase the amount of payments to be made by WTGS TV, the Seller or LIN Companies, as applicable, during any twelve (12) month period by $250,000 or more or (iii) terminate or waive any material right under any Material Contract other than in the ordinary course of business (excluding the expiration of any Material Contract in accordance with its terms) (it being understood that if any such entry into, or amendment or termination of any such agreement or contract is permitted pursuant to this Section 5.1(k) as a result of the references to acts taken in the ordinary course of business, but such action would otherwise be prohibited by any other provision of this Section 5.1, then this Section 5.1(k) shall not be interpreted to permit such action without the prior written consent of Buyer as contemplated hereby); (m) not enter into any Contract constituting a Sharing Agreement with respect to the Station; (n) not change any accounting practices, procedures or methods (except for any change required under GAAP or applicable law) or maintain its books and records, in each case in a manner other than in the ordinary course of business; (o) not make or agree or commit to make any capital expenditure, except (i) for capital expenditures equal to or less than $200,000 in connection with any particular project or equal to or less than $500,000 in the aggregate, and (ii) for emergency commitments or expenditures; (p) maintain its qualifications to hold the FCC Licenses with respect to the Station and not take any action that will materially impair such FCC Licenses or such qualifications; (q) promote the programming of the Station (both on-air and using third party media) in the ordinary course of business, taking into account inventory availability; (r) not adopt, enter into or become bound by any new Employee Plan or amend, modify or terminate any Employee Plan, except (i) to comply with applicable Law, (ii) in the ordinary course of business consistent with past practices without any additional post-Closing material liability to WTGS TV, the Seller or LIN Companies, as applicable, or (iii) as otherwise contemplated by this Agreement; (s) keep in full force and effect the material insurance policies set forth on Schedule 3.12 (or other insurance policies comparable in amount and scope); (t) not make or rescind any election relating to Taxes, settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, for any taxable period ending on or after September 30, 2012, or change any of its methods of reporting income or deductions on its Income Tax Returns, or the classifications of its existing property and assets, in each case, to the extent such action would reasonably be expected to materially and adversely affect Buyer or its Affiliates after the Closing; (u) not (i) enter into or agree or commit to enter into any new Tradeout Agreement relating to the Station with a value in excess of $40,000, and $200,000 in the aggregate, prior to Closing that will not be fully performed prior to the Closing or (ii) make any guarantee of commercial ratings other than in the ordinary course of business consistent with past practice; (i) utilize the Program Rights only in the ordinary course of business consistent with past practice and (ii) not sell or otherwise dispose of any such Program Rights, and make all payments on Program Rights agreements on a current basis; (n) take all appropriate, reasonable action to protect the present service areas of the Station from increased electrical interference from other stations, existing or proposed, and to exercise reasonable efforts to maintain carriage of the Station's signals on all Market MVPD Systems; (o) follow Sellers' usual and customary policy with respect to extending credit for sales of broadcast time on the Station and with respect to collecting accounts receivables arising from such extension of credit; (p) make reasonable commercial efforts to promote and advertise the Station and its programs and make expenditures therefor in accordance with past practices consistently applied; (q) collect the accounts receivable in accordance with Sellers' past practices consistently applied; (r) promptly provide Buyer with copies of all correspondence with cable systems concerning must carry status, retransmission consent and other matters arising under the Cable Act, and keep Buyer advised of the status of all negotiations with cable systems concerning such matters; (s) not change any accounting practices, procedures or methods; (t) not take or agree to take any action inconsistent with consummation of the Closing as contemplated by this Agreement; nor take any other actions with respect to the Station except as specifically contemplated by this Agreement; (u) subject to Section 11.1(a) and Section 2.11, use commercially reasonable efforts to maintain the Station's transmitting towers in good operating condition, wear and tear due to ordinary usage excepted; (v) not default under any indebtedness, or take any action or permit the occurrence of any event that, with the lapse of time, giving of notice or both, would constitute such a default; or (w) not extend credit agree to advertisers other than in the ordinary course or authorize any of business consistent with past practice; (x) timely make retransmission consent elections with all MVPDs located in or serving the Station’s Markets; (y) not enter into any retransmission consent agreement relating to the Station other than as set forth on Schedule 5.01(y); (z) not enter into any Contract with any Affiliate or Subsidiary of Seller that survives the Closing; and (aa) not agree, commit or resolve to take any actions inconsistent with the foregoing.

Operations Pending Closing. Between the date hereof and the Closing, except Except as (a) otherwise set forth in this Agreement or in the Option Exercise Agreement, (b) contemplated by the applicable subsection of Schedule 5.01LMA, or (c) required by applicable Law or the regulations or requirements of any regulatory organization applicable to WTGS TV, the Seller or the LIN Companies, as the case may be, unless Buyer otherwise consents in writing which request for consent shall be directed to and promptly considered in accordance with the terms and conditions prior written consent of this Section 5.01 by Buyer and Buyer, which consent shall (i) may not be unreasonably withheld, conditioned or delayed withheld in the case of clauses (c), (e), (f), (g), (h), (i), (l), (n), (r), or as it relates to the foregoing (s), (t), (u) or (w), and (ii) which may otherwise be withheld in Buyer’s sole discretion, the LIN Companies shall, and Seller shall use commercially reasonable efforts to cause WTGS TV and, prior subject to the Merger provisions of Section 7.03 regarding control of each Station, from and after the date of this Agreement until the Closing, the LIN Companies to, and the Seller shall, following the Merger Closing and prior subject to the ClosingLMA and Section 2.10 hereof: (a) operate the Station Business in the ordinary course and compliance in all material respects in accordance with the Communications LawsAct, the FCC Licenses Licenses, the FCC rules and with regulations and all other applicable Laws; (b) not cause or permit, or agree or commit to cause or permit, by act or failure to act, any of the FCC Licenses to expire or to be revoked, suspended or adversely modified, or take or fail to take any action that would cause the FCC or any other Governmental Authority to institute proceedings (other than proceedings of general applicability) for the suspension, revocation or adverse modification of any of the FCC Licenses listed on Disclosure Schedule 3.04(aSection 3.12(a)(1); (c) other than in the ordinary course of business or for the purpose of disposing of obsolete or worthless assets, not (i) sell, lease, license or dispose of or agree to sell, lease, license or dispose of any material assets unless replaced with similar items of substantially equal or greater value and utility or (ii) create, assume or permit to exist any Liens upon their assets, except for Permitted Liens; (d) not dissolve, liquidate, merge or consolidate with any other entity; (e) maintain, repair and replace the Tangible Personal Property, including any Tangible Personal Property which has been damaged prior to Closing, and maintain, repair and replace the Real Property, including any improvements thereon, which has been damaged prior to Closing, in each case in the ordinary course of business; (i) upon reasonable written advance notice, give Buyer and its representatives reasonable access at reasonable, mutually agreed-upon times during normal business hours to the Station, and furnish Buyer with information relating to the Business that Buyer may reasonably request, provided, however, that such access rights shall not be exercised in a manner that interferes with the Business and (ii) otherwise provide such reasonable assistance and cooperation as may be requested by Buyer from time to time prior to the Closing Date to reasonably facilitate the transition of the Business, including facilities, operations and applicable data, to Buyer upon and effective as of the Effective Time; (g) except as otherwise required by Law, not enter into, renew or renegotiate any employment agreement with a Transferred Employee providing for annual compensation in excess of $100,000, any severance agreement or any labor, or union agreement or plan, including any Collective Bargaining Agreement, that will be binding upon Buyer after the Closing; (h) not hire or terminate the employment of any Station general manager or any other Transferred Employee with annual aggregate non-equity compensation, including target bonuses, in excess of $100,000, excluding any terminations for “cause” as reasonably determined by Sellers; (i) except in the ordinary course of business, not (i) materially increase the compensation or benefits payable to any Transferred Employee, or (ii) modify any severance policy applicable to any Transferred Employee that would result in any material increase in the amount of severance payable to any such Transferred Employee (or would materially expand the circumstances in which such severance is payable); (j) not sell, lease, license or otherwise dispose of or encumber any Station Asset assets of the Business except (i) pursuant to existing contracts or in accordance with existing Assumed Contracts commitments set forth on Disclosure Schedule Section 3.05(a) or (ii) immaterial Station Assets assets in the ordinary course of business consistent with past practices; (kd) except as set forth on Disclosure Schedule Section 5.01(d), operate the Business in the ordinary course consistent with past practices (except where such conduct would conflict with the following covenants or with Seller’s other obligations under this Agreement) and use commercially reasonable efforts to maintain preserve substantially intact the Station’s MVPD carriage existing as relationships of the date of this AgreementSeller with its respective customers, employees, suppliers, licensors, licensees, distributors and others with whom Seller deals; (le) not make any change in any method of accounting or accounting practice utilized in the preparation of the Audited Financial Statements except for agreements any such change required by reason of a concurrent change in GAAP; (f) maintain the Equipment in normal operating condition in conformity in all material respects with all applicable FCC technical regulations, ordinary wear and contracts which can be terminated by WTGS TV, the Seller or LIN Companies, as applicable, without penalty upon notice of ninety tear excepted; (90g) days or less, not (i) enter into any agreement or contract that would have been a Material Contract were WTGS TV, the Seller or LIN Companies, as applicable, a party or subject thereto on the date of this Agreement unless such agreement or contract (x) is entered into in the ordinary course of business and (y) does not involve payments by WTGS TV, the Seller or LIN Companies, as applicable, of greater than $250,000 during any twelve (12) month period, (ii) amend in any material respect any Material Contract unless such amendment (x) is effected in the ordinary course of business, (y) does not increase the amount of payments to be made by WTGS TVrate or nature of, or prepay, the Seller or LIN Companiescompensation (including wages, as applicable, during any twelve (12) month period by $250,000 or more or (iii) terminate or waive any material right under any Material Contract other than in the ordinary course of business (excluding the expiration of any Material Contract in accordance with its terms) (it being understood that if any such entry into, or amendment or termination of any such agreement or contract is permitted pursuant to this Section 5.1(k) as a result of the references to acts taken in the ordinary course of business, but such action would otherwise be prohibited by any other provision of this Section 5.1, then this Section 5.1(k) shall not be interpreted to permit such action without the prior written consent of Buyer as contemplated hereby); (m) not enter into any Contract constituting a Sharing Agreement with respect to the Station; (n) not change any accounting practices, procedures or methods (except for any change required under GAAP or applicable lawsalaries and bonuses) or maintain its books and records, in each case in a manner other than in the ordinary course of business; (o) not make severance that is paid or agree or commit payable to make any capital expenditureEmployee, except (i) for capital expenditures equal to or less than $200,000 in connection with any particular project or equal to or less than $500,000 in the aggregate, and (ii) for emergency commitments or expenditures; (p) maintain its qualifications to hold the FCC Licenses with respect to the Station and not take any action that will materially impair such FCC Licenses or such qualifications; (q) promote the programming of the Station (both on-air and using third party media) in the ordinary course of business, taking into account inventory availability; (r) not adopt, enter into or become bound by any new Employee Plan or amend, modify or terminate any Employee Plan, except (i) to comply with applicable Law, (ii) in the ordinary course of business consistent with past practices without or pursuant to existing compensation and fringe benefit plans, Employee Plans, practices and arrangements; (ii) not enter into, renew or allow the renewal of or entering into, any additional post-Closing material liability employment or consulting agreement or other contract or arrangement with respect to WTGS TV, the Seller or LIN Companies, as applicable, or performance of personal services for a Station that is not terminable at will except in the ordinary course of business consistent with past practice; and (iii) as otherwise contemplated by this Agreementnot agree or commit to do any of the foregoing; (sh) keep in full force and effect the material insurance policies except as set forth on Disclosure Schedule 3.12 (or other insurance policies comparable in amount and scopeSection 5.01(h); (t) , not make or rescind any election relating to Taxes, settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, for any taxable period ending on or after September 30, 2012enter into, or change become obligated under, any agreement or commitment except for: (x) any individual Program Rights agreement with a term of its methods one year or less or that involve payments or receipts of reporting income $100,000 or deductions on its Income Tax Returnsless; provided, however, that in no event may Seller enter into Program Rights agreements that in the aggregate involve payments or receipts of $250,000 or more; and (y) any other agreement or commitment (other than advertising sales contracts for cash only) with a term of one year or less or that involve payments or receipts of $75,000 or less; provided, however, that in no event may Seller enter into such other agreements or commitments that in the aggregate involve payments or receipts of $250,000 or more; and (z) any exercise of a renewal option under a Lease or Real Property Lease that would otherwise terminate or expire, or where the classifications deadline to exercise such renewal option would lapse, within one year of its existing property and assets, in each case, to the extent such action would reasonably be expected to materially and adversely affect Buyer or its Affiliates after the anticipated date of Closing; (ui) not (i) enter into or agree or commit to enter into any new Tradeout Agreement relating to the a specific Station with a value in excess of $40,00040,000 individually, and and, $200,000 100,000 in the aggregate, prior to Closing that will not be fully performed prior to the Closing or (ii) make any guarantee of commercial ratings other than in the ordinary course of business consistent with past practiceClosing; (i) utilize the Program Rights only in the ordinary course of business consistent with past practice practices and (ii) not sell or otherwise dispose of any such Program Rights; (wk) promptly notify Buyer of any attempted or actual collective bargaining organizing activity with respect to the applicable Employees; (l) except as set forth on Disclosure Schedule Section 5.01(l), not make or agree or commit to make any capital expenditure greater than $40,000 in connection with any particular project relating to a Station, or greater than $200,000 in total per Station; (m) keep in full force and effect insurance comparable in amount and scope of coverage to that now maintained; (n) not enter into any arrangement or Contract with any Affiliate of Seller; (o) except as set forth on Disclosure Schedule Section 5.01(o), not enter into or become obligated under any new Contract which would be required to be listed on Disclosure Schedule Section 3.05(a) by virtue of Section 3.05(a) hereof or amend, modify, terminate or waive any material right under any Assumed Contract (including any Lease, Real Property Lease or employment Contract), other than as expressly permitted hereunder; (p) not extend credit to advertisers other than in accordance with the ordinary course Stations’ usual and customary policy with respect to extending credit for the sale of business broadcast time and collecting accounts receivable; (q) promote the programming of the Stations (both on-air and using third party media) in a manner consistent with past historical practice; (xr) timely make retransmission consent elections with all MVPDs located in or serving the Station’s Stations’ Markets; (y) not enter into any retransmission consent agreement relating to the Station other than as set forth on Schedule 5.01(y); (z) not enter into any Contract with any Affiliate or Subsidiary of Seller that survives the Closing; and (aas) not agreeagree or commit, commit whether in writing or resolve otherwise, to take any of the actions inconsistent with specified in the foregoingforegoing clauses.

Operations Pending Closing. Between the date hereof and the Closing, except Except (i) as (a) set forth in contemplated or required by this Agreement or the Xxxxxxxx Option Exercise Agreement, (bii) contemplated by the applicable subsection of as set forth on Disclosure Schedule Section 5.01, or (ciii) as required by applicable Law or the regulations by a Governmental Authority of competent jurisdiction, or requirements of any regulatory organization applicable to WTGS TV, the Seller or the LIN Companies, as the case may be, unless Buyer otherwise consents in writing which request for consent shall be directed to and promptly considered in accordance (iv) with the terms and conditions prior written consent of this Section 5.01 by Buyer and Buyer, which consent shall (i) may not be unreasonably withheld, delayed or conditioned or delayed in the case of clauses (c), (e), (f), (g), (h), (i), (l), (no), (r)p) or, as it relates to the foregoing, (s), (t), (u) or (wv), and (ii) which may otherwise be withheld in Buyer’s sole discretion, the LIN Companies shall, and Seller shall use commercially reasonable efforts to cause WTGS TV and, prior subject to the Merger Closingprovisions of Section 7.04 regarding control of the Stations, from and after the LIN Companies to, and date of this Agreement until the Seller Closing the Sellers shall, following the Merger Closing and prior to the Closing: (a) operate the Station Business in the ordinary course and compliance in all material respects in accordance with the Communications LawsAct, the FCC Licenses Licenses, the FCC rules and with regulations and all other applicable Laws; (b) not cause or permit, or agree or commit to cause or permit, by act or failure to act, any of the FCC Licenses to expire or to be revoked, suspended or adversely modified, or take or fail to take any action that would cause the FCC or any other Governmental Authority to institute proceedings (other than proceedings of general applicability) for the suspension, revocation or adverse modification of any of the FCC Licenses listed on Disclosure Schedule 3.04(aSection 3.12(a)(1); (c) other than in the ordinary course of business or for the purpose of disposing of obsolete or worthless assets, not (i) sell, lease, license or dispose of or agree to sell, lease, license or dispose of any material assets unless replaced with similar items of substantially equal or greater value and utility or (ii) create, assume or permit to exist any Liens upon their assets, except for Permitted Liens; (d) not dissolve, liquidate, merge or consolidate with any other entity; (e) maintain, repair and replace the Tangible Personal Property, including any Tangible Personal Property which has been damaged prior to Closing, and maintain, repair and replace the Real Property, including any improvements thereon, which has been damaged prior to Closing, in each case in the ordinary course of business; (i) upon reasonable written advance notice, give Buyer and its representatives reasonable access at reasonable, mutually agreed-upon times during normal business hours to the Station, and furnish Buyer with information relating to the Business that Buyer may reasonably request, provided, however, that such access rights shall not be exercised in a manner that interferes with the Business and (ii) otherwise provide such reasonable assistance and cooperation as may be requested by Buyer from time to time prior to the Closing Date to reasonably facilitate the transition of the Business, including facilities, operations and applicable data, to Buyer upon and effective as of the Effective Time; (g) except as otherwise required by Law, not enter into, renew or renegotiate any employment agreement with a Transferred Employee providing for annual compensation in excess of $100,000, any severance agreement or any labor, or union agreement or plan, including any Collective Bargaining Agreement, that will be binding upon Buyer after the Closing; (h) not hire or terminate the employment of any Station general manager or any other Transferred Employee with annual aggregate non-equity compensation, including target bonuses, in excess of $100,000, excluding any terminations for “cause” as reasonably determined by Sellers; (i) except in the ordinary course of business, not (i) materially increase the compensation or benefits payable to any Transferred Employee, or (ii) modify any severance policy applicable to any Transferred Employee that would result in any material increase in the amount of severance payable to any such Transferred Employee (or would materially expand the circumstances in which such severance is payable); (j) not sell, lease, license or otherwise dispose of or encumber any Station Asset assets of the Business except (i) pursuant to or in accordance with existing Assumed Contracts contracts or commitments set forth on Disclosure Schedule Section 3.05(a) or Disclosure Schedule Section 5.01(c) or (ii) immaterial Station Assets assets in the ordinary course of business consistent with past practices; (kd) except as set forth on Disclosure Schedule Section 5.01(d), operate the Business in the ordinary course consistent with past practices (except where such conduct would conflict with the following covenants or with the Sellers’ other obligations under this Agreement) and use commercially reasonable efforts to maintain preserve substantially intact the Station’s MVPD carriage existing as relationships of the date of this AgreementSellers with its respective customers, suppliers, licensors, licensees, distributors and others with whom the Sellers deal; (le) not make any change in any method of accounting or accounting practice utilized in the preparation of the Business Financial Statements except for agreements any such change required by reason of a concurrent change in GAAP; (f) maintain the Real Property and contracts which can be terminated by WTGS TVthe Equipment in normal operating condition and in conformity in all material respects with all applicable FCC technical regulations, the Seller or LIN Companies, as applicable, without penalty upon notice of ninety ordinary wear and tear excepted; (90g) days or less, not (i) enter into any agreement or contract that would have been a Material Contract were WTGS TV, the Seller or LIN Companies, as applicable, a party or subject thereto on the date of this Agreement unless such agreement or contract (x) is entered into in the ordinary course of business and (y) does not involve payments by WTGS TV, the Seller or LIN Companies, as applicable, of greater than $250,000 during any twelve (12) month period, (ii) amend in any material respect any Material Contract unless such amendment (x) is effected in the ordinary course of business, (y) does not increase the amount of payments to be made by WTGS TVrate or nature of, or prepay, the Seller or LIN Companiescompensation (including wages, as applicable, during any twelve (12) month period by $250,000 or more or (iii) terminate or waive any material right under any Material Contract other than in the ordinary course of business (excluding the expiration of any Material Contract in accordance with its terms) (it being understood that if any such entry into, or amendment or termination of any such agreement or contract is permitted pursuant to this Section 5.1(k) as a result of the references to acts taken in the ordinary course of business, but such action would otherwise be prohibited by any other provision of this Section 5.1, then this Section 5.1(k) shall not be interpreted to permit such action without the prior written consent of Buyer as contemplated hereby); (m) not enter into any Contract constituting a Sharing Agreement with respect to the Station; (n) not change any accounting practices, procedures or methods (except for any change required under GAAP or applicable lawsalaries and bonuses) or maintain its books and records, in each case in a manner other than in the ordinary course of business; (o) not make severance that is paid or agree or commit payable to make any capital expenditureEmployee, except (i) for capital expenditures equal to or less than $200,000 in connection with any particular project or equal to or less than $500,000 in the aggregate, and (ii) for emergency commitments or expenditures; (p) maintain its qualifications to hold the FCC Licenses with respect to the Station and not take any action that will materially impair such FCC Licenses or such qualifications; (q) promote the programming of the Station (both on-air and using third party media) in the ordinary course of business, taking into account inventory availability; (r) not adopt, enter into or become bound by any new Employee Plan or amend, modify or terminate any Employee Plan, except (i) to comply with applicable Law, (iiA) in the ordinary course of business consistent with past practices without or pursuant to existing compensation and fringe benefit plans, Employee Plans, practices and arrangements and (B) as may be required by Law or existing contracts or applicable collective bargaining agreements; (ii) not enter into, renew or allow the renewal of or entering into, any additional post-Closing material liability employment or consulting agreement or other contract or arrangement with respect to WTGS TV, the Seller or LIN Companies, as applicable, or performance of personal services for the Stations that is not terminable at will; and (iii) as otherwise contemplated by this Agreementnot agree or commit to do any of the foregoing; (sh) keep in full force and effect the material insurance policies except as set forth on Disclosure Schedule 3.12 (or other insurance policies comparable in amount and scopeSection 5.01(h); (t) , not make or rescind any election relating to Taxes, settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, for any taxable period ending on or after September 30, 2012enter into, or change become obligated under, any agreement or commitment except for: (x) any individual Program Rights agreement with a term of its methods one (1) year or less or that involve cash payments or cash receipts of reporting income $100,000 or deductions on its Income Tax Returnsless; provided, however, that in no event may the Sellers enter into Program Rights agreements with respect to the Stations in any single Market that in the aggregate involve cash payments or cash receipts of $300,000 or more; and (y) any other agreement or commitment (other than advertising sales contracts for cash only) with a term of one (1) year or less or that involve cash payments or cash receipts of $100,000 or less per year; provided, however, that in no event may the Sellers enter into such other agreements or commitments with respect to the Stations in any single Market that in the aggregate involve cash payments or cash receipts of $300,000 or more; and (z) any exercise of a renewal option under a Lease or Real Property Lease that would otherwise terminate or expire, or where the classifications deadline to exercise such renewal option would lapse, within one year of its existing property and assets, in each case, to the extent such action would reasonably be expected to materially and adversely affect Buyer or its Affiliates after the anticipated date of Closing; (ui) not (i) not enter into or agree or commit to enter into any new Tradeout Agreement relating to the Station Stations with a value in excess of $40,000, and $200,000 in the aggregate, prior to Closing that will not be fully performed prior to the Closing or (ii) make any guarantee of commercial ratings other than in the ordinary course of business consistent with past practice;. (ij) utilize the Program Rights only in the ordinary course of business consistent with past practice practices and (ii) not sell or otherwise dispose of any such Program Rights; (wk) promptly notify Buyer of any attempted or actual collective bargaining organizing activity with respect to the applicable Employees; (l) except as set forth on Disclosure Schedule Section 5.01(l), not make or agree or commit to make any capital expenditure greater than $40,000 in connection with any particular project relating to the Stations, or greater than $200,000 in total with respect to the Stations in any single Market; (m) keep in full force and effect insurance comparable in amount and scope of coverage to that now maintained; (n) not enter into any arrangement or Contract with any Affiliate that survives the Closing; (o) except as set forth on Disclosure Schedule Section 5.01(o) or as set forth in Section 5.01(h) above, not enter into or become obligated under any new Contract or New Lease which would be required to be listed on Disclosure Schedule Section 3.05(a) by virtue of Section 3.05(a) hereof or amend, modify, terminate or waive any material right or exercise any consent, approval or election under any Assumed Contract (including any Lease, Real Property Lease or employment Contract), other than as expressly permitted hereunder; (p) not extend credit to advertisers other than in accordance with the ordinary course Stations’ usual and customary policy with respect to extending credit for the sale of business broadcast time and collecting Accounts Receivable; (q) promote the programming of the Stations (both on-air and using third party media) in a manner generally consistent with past historical practice; (xr) timely make retransmission consent elections with all MVPDs located in or serving the Station’s Stations’ Markets; (ys) not enter into any retransmission consent agreement relating to perform all of its obligations under the Station other than as set forth on Schedule 5.01(y)Assumed Contracts, the Leases and the Real Property Leases in a timely manner; (zt) not enter into any Contract use commercially reasonable efforts to obtain the Leased Real Property Estoppels; (u) [use commercially reasonable efforts to acquire additional space from American Tower Corporation such that the placement of the KVMY Station’s Caterpillar 800 kW generator is in compliance with county zoning requirements;] (43) (v) deliver to Buyer copies of all written notices alleging default delivered and received by the Sellers after the date hereof in connection with any Affiliate Lease or Subsidiary of Seller that survives the ClosingReal Property Lease, with reasonable promptness after receipt or sending; and (aaw) not agreeagree or commit, commit whether in writing or resolve otherwise, to take any of the actions inconsistent with specified in the foregoingforegoing clauses.

Operations Pending Closing. Between Except as otherwise set forth herein and subject to the provisions of Section 7.03 regarding control of the Stations, after the date hereof and the Closing, except as (a) set forth in of this Agreement or the Option Exercise Agreement, (b) contemplated by the applicable subsection of Schedule 5.01, or (c) required by applicable Law or the regulations or requirements of any regulatory organization applicable to WTGS TV, the Seller or the LIN Companies, as the case may be, unless Buyer otherwise consents in writing which request for consent shall be directed to and promptly considered in accordance with the terms and conditions of this Section 5.01 by Buyer and which consent shall (i) not be unreasonably withheld, conditioned or delayed in the case of clauses (c), (e), (f), (g), (h), (i), (l), (n), (r), (s), (t), (u) or (w), and (ii) which may otherwise be withheld in Buyer’s sole discretion, the LIN Companies shall, and Seller shall use commercially reasonable efforts to cause WTGS TV and, prior to the Merger Closing, the LIN Companies to, and the Seller shall, following the Merger Closing and prior to the Closing, Seller shall: (a) operate or cause the Station operation of the Stations in the ordinary course of business consistent with past practices and in all material respects in accordance use commercially reasonable best efforts to preserve substantially intact the relationships of the Stations with their customers, employees, suppliers, licensors, licensees, distributors and others with whom the Communications Laws, the FCC Licenses and with all other applicable LawsStations deal; (b) operate the Stations substantially in compliance with the Communications Act and not cause or permit, or agree or commit to cause or permit, by act or failure to act, any of the FCC Licenses to expire or to be revoked, suspended or adversely modified, or take or fail to take take, any action that would be reasonably likely to cause the FCC or any other Governmental Authority to institute proceedings (other than proceedings of general applicability) for the suspension, revocation or adverse modification of any of the FCC Licenses listed on Schedule 3.04(a)Licenses; (c) other than until the Unaudited Financial Statements are prepared, not make any change in any method of accounting or accounting practice utilized in the ordinary course preparation of business or for the purpose Reference Financial Statements, and from and after the date of disposing of obsolete or worthless assetsthe Unaudited Financial Statements, not (i) sellmake any change in any method of accounting or accounting practice utilized in the preparation of the Unaudited Financial Statements, lease, license or dispose of or agree to sell, lease, license or dispose of any material assets unless replaced with similar items of substantially equal or greater value and utility or (ii) create, assume or permit to exist any Liens upon their assetsin each case, except for Permitted Liensany such change required by reason of a concurrent change in GAAP; (d) not dissolve, liquidate, merge or consolidate with any other entity; (e) maintain, repair and replace the Tangible Personal Property, including any Tangible Personal Property which has been damaged prior to Closing, and maintain, repair and replace the Real Property, including any improvements thereon, which has been damaged prior to Closing, in each case in the ordinary course of business; (i) upon reasonable written advance notice, give Buyer and its representatives reasonable access at reasonable, mutually agreed-upon times during normal business hours to the Station, and furnish Buyer with information relating to the Business that Buyer may reasonably request, provided, however, that such access rights shall not be exercised in a manner that interferes with the Business and (ii) otherwise provide such reasonable assistance and cooperation as may be requested by Buyer from time to time prior to the Closing Date to reasonably facilitate the transition of the Business, including facilities, operations and applicable data, to Buyer upon and effective as of the Effective Time; (g) except as otherwise required by Law, not enter into, renew or renegotiate any employment agreement with a Transferred Employee providing for annual compensation in excess of $100,000, any severance agreement or any labor, or union agreement or plan, including any Collective Bargaining Agreement, that will be binding upon Buyer after the Closing; (h) not hire or terminate the employment of any Station general manager or any other Transferred Employee with annual aggregate non-equity compensation, including target bonuses, in excess of $100,000, excluding any terminations for “cause” as reasonably determined by Sellers; (i) except in the ordinary course of business, not (i) materially increase the compensation or benefits payable to any Transferred Employee, or (ii) modify any severance policy applicable to any Transferred Employee that would result in any material increase in the amount of severance payable to any such Transferred Employee (or would materially expand the circumstances in which such severance is payable); (j) not sell, lease, license or otherwise dispose of any assets or encumber any Station Asset properties relating to the Stations except (i) pursuant to existing contracts or in accordance with existing Assumed Contracts commitments or (ii) immaterial Station Assets in the ordinary course of business consistent with past practices; (ke) use commercially reasonable efforts not enter into or agree to enter into any agreement to sell, purchase or encumber any parcel of Real Property; (f) maintain the StationEquipment in good operating condition, ordinary wear and tear excepted, and replace with a substantially equivalent asset of substantially equivalent quality or utility any of the Equipment that shall not be working or shall be lost, stolen or destroyed; (g) except as otherwise provided in Section 8.07, (A) not hire any Person without Buyer’s MVPD carriage prior written consent; (B) not increase or otherwise change the rate or nature of, or prepay, the compensation (including wages, salaries and bonuses) that is paid or payable to any Person employed by the Stations, except pursuant to existing as compensation and fringe benefit plans, practices and arrangements that have been furnished (in the case of such plans) or disclosed (in the case of such practices and arrangements) to Buyer prior to the date of this Agreement; (C) not enter into, renew or allow the renewal of or entering into, any employment or consulting agreement or other contract or arrangement with respect to the performance of personal services for the Stations without Buyer’s prior written consent; (D) not increase or otherwise change the rate or nature of severance or other termination benefits that are paid or payable to any Person employed by the Stations; and (E) not agree or commit to do any of the foregoing provided, however, that with respect to clauses (A) and (C) of this Section 5.01(g), if Buyer does not provide its consent, Seller may nonetheless take such action(s) as described in such clauses, provided that Buyer does not upon consummation of the transactions contemplated by this Agreement incur any liability or obligation relating to or arising from such action(s). (h) except with Buyer’s prior written consent, which consent shall not be unreasonably withheld, and except as otherwise provided in Section 8.07, and with respect to Program Rights described in Section 5.01(i) below, (A) not enter into, or become obligated under, any agreement or commitment on behalf of the Stations for an amount greater than $50,000, or (B) not change, amend, terminate or otherwise modify or agree or commit to change, amend, terminate or otherwise modify any Contract (other than advertising sales contracts for cash only) in any material respect except for those Contracts that terminate or expire prior to the Closing Date by their own terms; (l) except for agreements and contracts which can be terminated by WTGS TV, the Seller or LIN Companies, as applicable, without penalty upon notice of ninety (90) days or less, not (i) enter without limiting the restrictions contained in Section 5.01(h): (A) keep Buyer apprised of material developments in negotiations for existing and proposed Program Rights agreements which are not either completed or do not expire by their own terms prior to the Closing and promptly provide Buyer with copies of all such Program Rights agreements entered into any by or on behalf of the Station; and (B) use commercially reasonable best efforts to include the following language in each such Program Rights agreement or contract that would have been a Material Contract were WTGS TV, the Seller or LIN Companies, as applicable, a party or subject thereto on to be negotiated and executed from and after the date of this Agreement unless such agreement or contract (x) is entered into in the ordinary course of business and (y) does not involve payments by WTGS TV, the Seller or LIN Companies, as applicable, of greater than $250,000 during any twelve (12) month period, (ii) amend in any material respect any Material Contract unless such amendment (x) is effected in the ordinary course of business, (y) does not increase the amount of payments to be made by WTGS TV, the Seller or LIN Companies, as applicable, during any twelve (12) month period by $250,000 or more or (iii) terminate or waive any material right under any Material Contract other than in the ordinary course of business (excluding the expiration of any Material Contract in accordance with its terms) (it being understood that if any such entry into, or amendment or termination of any such agreement or contract is permitted pursuant to this Section 5.1(k) as a result of the references to acts taken in the ordinary course of business, but such action would otherwise be prohibited by any other provision of this Section 5.1, then this Section 5.1(k) shall not be interpreted to permit such action without the prior written consent of Buyer as contemplated hereby); (m) not enter into any Contract constituting a Sharing Agreement with respect to the Station; (n) not change any accounting practices, procedures or methods (except for any change required under GAAP or applicable law) or maintain its books and records, in each case in a manner other than in the ordinary course of business; (o) not make or agree or commit to make any capital expenditure, except agreements set forth on Schedule 3.05(a): (i) for capital expenditures equal as to the Columbus Station, “If Columbus Station becomes commonly owned or less than $200,000 in connection operated with any particular project or equal to or less than $500,000 television station in the aggregateColumbus Nxxxxxx Designated Market Area, the programs may be broadcast on the Station or such other station(s) or any of them.”; and (ii) for emergency commitments as to the Augusta Station, “If Augusta Station becomes commonly owned or expenditures;operated with any television station in the Axxxxxx Xxxxxxx Designated Market Area, the programs may be broadcast on the Station or such other station(s) or any of them.” (p) maintain its qualifications to hold the FCC Licenses with respect to the Station and not take any action that will materially impair such FCC Licenses or such qualifications; (q) promote the programming of the Station (both on-air and using third party media) in the ordinary course of business, taking into account inventory availability; (rj) not adopt, enter into or become bound by any new Employee Plan or amend, modify or terminate any Employee Plan, except (i) to comply with applicable Law, (ii) in the ordinary course of business consistent with past practices without any additional post-Closing material liability to WTGS TV, the Seller or LIN Companies, as applicable, or (iii) as otherwise contemplated by this Agreement; (s) keep in full force and effect the material insurance policies set forth on Schedule 3.12 (or other insurance policies comparable in amount and scope); (t) not make or rescind any election relating to Taxes, settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, for any taxable period ending on or after September 30, 2012, or change any of its methods of reporting income or deductions on its Income Tax Returns, or the classifications of its existing property and assets, in each case, to the extent such action would reasonably be expected to materially and adversely affect Buyer or its Affiliates after the Closing; (u) not (i) enter into or agree or commit to enter into any new Tradeout Agreement relating to the Station with a value in excess of $40,000, and $200,000 in the aggregate, Stations prior to Closing that will not be fully performed prior to the Closing or (ii) make any guarantee of commercial ratings other than in the ordinary course of business consistent with past practicewithout Buyer’s prior written consent; (iA) utilize the Program Rights only in the ordinary course of business consistent with past practice practices and substantially in accordance with the anticipated usage of such Program Rights as set forth on Schedule 3.05(f) and (iiB) not sell or otherwise dispose of any such Program RightsRights and make payments on Program Rights and agreements on a basis consistent with past practices and otherwise in accordance with this Agreement; (wl) except as otherwise provided in Section 8.07, not extend credit adopt, or agree or commit to advertisers adopt, any Employee Plan or other pension, profit sharing, deferred compensation or similar plan, program or trust on behalf of personnel of the Stations, or modify or agree or commit to modify the Employee Plans insofar as they relate to personnel of the Stations, other than modifications or agreements or commitments to make any adoptions or modifications that apply to similarly situated employees of Seller; (m) in the ordinary course event that the collective bargaining agreements expire prior to the Closing Date, seek the consent of business the appropriate international and local union(s) to a short-term extension of the expiring agreement(s) to enable Buyer to negotiate the terms of said agreement(s) after the Closing Date, and, in the event the consent to such an extension is not obtained, to confer in advance with Buyer about all applicable issues subject to bargaining; provided that Seller shall, to the extent permitted by applicable Law, propose that such collective bargaining agreements provide for a term of one year but in no event more than three (3) years; (n) promptly notify Buyer of any attempted or actual collective bargaining organizing activity with respect to Station Employees; and not propose, to the extent permitted by Law, that any collective bargaining agreement applicable to any Station Employees be binding by any “successor” employer of such employees; (o) follow the Stations’ usual and customary policies with respect to (A) extending credit for sales of broadcast time on the Stations and (B) collecting accounts receivable relating to the Stations arising from such extension of credit; (A) promote and advertise the Stations, (B) promote and advertise, including on-air promotion and advertising, any program that is currently airing on the Stations, in each case consistent with past practicepractices, and (C) make expenditures or commitments to make expenditures consistent with past practices; (x) timely make retransmission consent elections with all MVPDs located in or serving the Station’s Markets; (yq) not enter into make or agree or commit to make any retransmission consent agreement relating to the Station other capital expenditure greater than as set forth on Schedule 5.01(y); (z) not enter into any Contract $5,000 in connection with any Affiliate particular project or Subsidiary of Seller that survives the Closinggreater than $25,000 in total, without Buyer’s prior written consent, which consent shall not be unreasonably withheld; and (aar) timely make any must-carry/retransmission election that must be made prior to the Closing Date, provided that Seller shall not agreeelect must-carry (by default or otherwise) or enter into a retransmission consent agreement without first conferring with Buyer, commit or resolve or, prior to take any actions inconsistent with the foregoingJune 15, 2003, without Buyer’s consent, which may not be unreasonably withheld.

Operations Pending Closing. Between From and after the date hereof and the Closing, except as (a) set forth in this Agreement or the Option Exercise Agreement, (b) contemplated by the applicable subsection of Schedule 5.01, or (c) required by applicable Law or the regulations or requirements of any regulatory organization applicable to WTGS TV, the Seller or the LIN Companies, as the case may be, unless Buyer otherwise consents in writing which request for consent shall be directed to and promptly considered in accordance with the terms and conditions of this Section 5.01 by Buyer and which consent shall (i) not be unreasonably withheld, conditioned or delayed in the case of clauses (c), (e), (f), (g), (h), (i), (l), (n), (r), (s), (t), (u) or (w), and (ii) which may otherwise be withheld in Buyer’s sole discretion, the LIN Companies shall, and Seller shall use commercially reasonable efforts to cause WTGS TV and, prior to the Merger Closing, the LIN Companies to, and the Seller shall, following the Merger Closing and prior to the Closing, Sellers shall, with respect to the Business: (a) operate the Station in the ordinary course and in all material respects in accordance with the Communications Laws, the FCC Licenses and with all other applicable Laws; (b) not cause or permit, or agree or commit to cause or permit, by act or failure to act, any of the FCC Licenses to expire or to be revoked, suspended or adversely modified, or take or fail to take any action that would cause the FCC or any other Governmental Authority to institute proceedings (other than proceedings of general applicability) for the suspension, revocation or adverse modification of any of the FCC Licenses listed on Schedule 3.04(a); (c) other than Business in the ordinary course of business in accordance with past practices; and use commercially reasonable best efforts to preserve the present business organization intact, keep available the services of present officers and employees and preserve present business relationships with patients, governmental agencies, insurers, managed care organizations, suppliers, providers and others having business dealings with each Seller with respect to the Business; (b) operate the Business in accordance with the Licenses and applicable governmental requirements, laws, rules and regulations; (c) maintain the Equipment in good working order, ordinary wear and tear and usage excepted, and replace any of the Equipment which shall be worn out, broken, lost, stolen or for destroyed, which Equipment would have been replaced in the purpose ordinary course of disposing of obsolete or worthless assets, not (i) sell, lease, license or dispose of or agree to sell, lease, license or dispose of any material assets unless replaced business in accordance with similar items of substantially equal or greater value and utility or (ii) create, assume or permit to exist any Liens upon their assets, except for Permitted Lienspast practices; (d) not dissolvesell, liquidatelease, merge mortgage, pledge, encumber, transfer, or consolidate with otherwise dispose of any other entityof the Purchased Assets, except for transactions in the ordinary and regular course of the operation of the Business; (e) maintainnot increase or otherwise change the rate or nature of the compensation (including wages, repair salaries and replace the Tangible Personal Property, including bonuses) which is paid or payable to any Tangible Personal Property which has been damaged prior Person with respect to Closing, and maintain, repair and replace the Real Property, including any improvements thereon, which has been damaged prior to Closing, in each case in the ordinary course of business; (i) upon reasonable written advance notice, give Buyer and its representatives reasonable access at reasonable, mutually agreed-upon times during normal business hours to the Station, and furnish Buyer with information relating to the Business that Buyer may reasonably request, provided, however, that such access rights shall not be exercised in a manner that interferes with the Business and (ii) otherwise provide such reasonable assistance and cooperation as may be requested by Buyer from time to time prior to the Closing Date to reasonably facilitate the transition of the Business, including facilitiesexcept pursuant to existing compensation and fringe benefit plans, operations practices and applicable data, arrangements which have been disclosed to Buyer upon and effective as of the Effective Time; (g) except as otherwise required by Law, not enter into, renew or renegotiate allow the renewal of, any employment or consulting agreement or other contract or arrangement with a Transferred Employee providing for annual compensation in excess respect to the performance of $100,000personal services; (f) except with Buyer’s prior written consent, not enter into, or become obligated under, any severance agreement or commitment on behalf of Sellers with respect to the Business, except for (i) agreements entered into in the ordinary and regular course of the operation of the Business, and (ii) those other agreements or commitments otherwise permitted under this Section 6.3; or change, amend, terminate or otherwise modify any labormaterial Contract, or union Lease, agreement or plancommitment except for those which terminate or expire by their own terms; (g) maintain in full force and effect policies of liability and casualty insurance of substantially the same type, including any Collective Bargaining Agreement, that will be binding upon Buyer after character and coverage as the Closingpolicies currently carried with respect to the Business; (h) not hire adopt, or terminate commit to adopt, any Plan, Benefit Arrangement or other pension, profit sharing, deferred compensation or similar plan, program or trust on behalf of personnel of Sellers with respect to the employment of any Station general manager Business, other than Sellers Employee Benefit Plans or any other Transferred such plan, program or trust currently maintained by Sellers with respect to the Business; or modify the existing Employee with annual aggregate non-equity compensation, including target bonuses, in excess of $100,000, excluding any terminations for “cause” as reasonably determined by SellersBenefit Plans; (i) except in the ordinary course promptly notify Buyer of business, not (i) materially increase the compensation any attempt or benefits payable actual collective bargaining organizing activity with respect to any Transferred Employeeemployees, or (ii) modify and not enter into any severance policy collective bargaining agreement applicable to any Transferred Employee that would result in any material increase in employees of the amount of severance payable to any such Transferred Employee (or would materially expand the circumstances in which such severance is payable)Business; (j) not sell, lease, license follow Sellers’ usual and customary policy with respect to extending credit for sales of products or otherwise dispose services and with respect to collecting accounts receivable arising from such extension of or encumber any Station Asset except (i) pursuant to or in accordance with existing Assumed Contracts or (ii) immaterial Station Assets in the ordinary course of business consistent with past practicescredit; (k) use commercially make reasonable commercial efforts to maintain promote and advertise the Station’s MVPD carriage existing as Business and make expenditures therefore consistent with past practices and protect the business, business prospects and market share of the date of this AgreementBusiness; (l) except for agreements and contracts not compromise or settle any litigation to which can be terminated by WTGS TV, the any Seller or LIN Companies, as applicable, without penalty upon notice of ninety (90) days or less, not (i) enter into any agreement or contract that would have been a Material Contract were WTGS TV, the Seller or LIN Companies, as applicable, is a party or subject thereto on with respect to the date of this Agreement unless such agreement or contract (x) is entered into in the ordinary course of business and (y) does not involve payments by WTGS TV, the Seller or LIN Companies, as applicable, of greater than $250,000 during any twelve (12) month period, (ii) amend in any material respect any Material Contract unless such amendment (x) is effected in the ordinary course of business, (y) does not increase the amount of payments to be made by WTGS TV, the Seller or LIN Companies, as applicable, during any twelve (12) month period by $250,000 or more or (iii) terminate or waive any material right under any Material Contract other than in the ordinary course of business (excluding the expiration of any Material Contract in accordance with its terms) (it being understood that if any such entry into, or amendment or termination of any such agreement or contract is permitted pursuant to this Section 5.1(k) as a result of the references to acts taken in the ordinary course of business, but such action would otherwise be prohibited by any other provision of this Section 5.1, then this Section 5.1(k) shall not be interpreted to permit such action without the prior written consent of Buyer as contemplated hereby)Business; (m) not enter into any Contract constituting a Sharing Agreement perform in all material respects all Contracts and Leases in accordance with their terms and pay all accounts payable, liabilities and all other obligations of Sellers with respect to the StationBusiness when due unless being contested in good faith; (n) not change any except as required by law or generally accepted accounting practicesprinciples and disclosed to Buyer, procedures or methods (except for any change required under GAAP or applicable law) or maintain its books the books, records and records, in each case in a manner other than in the ordinary course accounts of business; (o) not make or agree or commit to make any capital expenditure, except (i) for capital expenditures equal to or less than $200,000 in connection with any particular project or equal to or less than $500,000 in the aggregate, and (ii) for emergency commitments or expenditures; (p) maintain its qualifications to hold the FCC Licenses Sellers with respect to the Station and not take any action that will materially impair such FCC Licenses or such qualifications; (q) promote the programming of the Station (both on-air and using third party media) in the ordinary course of business, taking into account inventory availability; (r) not adopt, enter into or become bound by any new Employee Plan or amend, modify or terminate any Employee Plan, except (i) to comply with applicable Law, (ii) in the ordinary course of business consistent with past practices without any additional post-Closing material liability to WTGS TV, the Seller or LIN Companies, as applicable, or (iii) as otherwise contemplated by this Agreement; (s) keep in full force and effect the material insurance policies set forth on Schedule 3.12 (or other insurance policies comparable in amount and scope); (t) not make or rescind any election relating to Taxes, settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, for any taxable period ending on or after September 30, 2012, or change any of its methods of reporting income or deductions on its Income Tax Returns, or the classifications of its existing property and assets, in each case, to the extent such action would reasonably be expected to materially and adversely affect Buyer or its Affiliates after the Closing; (u) not (i) enter into or agree or commit to enter into any new Tradeout Agreement relating to the Station with a value in excess of $40,000, and $200,000 in the aggregate, prior to Closing that will not be fully performed prior to the Closing or (ii) make any guarantee of commercial ratings other than Business in the ordinary course of business consistent with past practice; (i) utilize the Program Rights only in the ordinary course of business consistent with past practice and (ii) not sell or otherwise dispose of any such Program Rights; (w) not extend credit to advertisers other than in the ordinary course of business consistent with past practice; (x) timely make retransmission consent elections with all MVPDs located in or serving the Station’s Markets; (yo) not enter into any retransmission consent agreement relating transaction with an Affiliate with respect to the Station other than as set forth on Schedule 5.01(y); (z) not enter into any Contract with any Affiliate or Subsidiary Business without the prior written consent of Seller that survives the ClosingBuyer; and (aap) not agree, commit take or resolve agree to take any actions action inconsistent with the foregoingrepresentations and warranties of Sellers contained herein being true and correct as of the Closing Date in all material respects, or consummation of the Closing as contemplated by this Agreement.

Operations Pending Closing. Between the date hereof and the Closing, except Except (i) as (a) set forth in contemplated or required by this Agreement or the Option Exercise Agreement, (bii) contemplated by the applicable subsection of as set forth on Disclosure Schedule Section 5.01, or (ciii) as required by applicable Law or the regulations by a Governmental Authority of competent jurisdiction, or requirements of any regulatory organization applicable to WTGS TV, the Seller or the LIN Companies, as the case may be, unless Buyer otherwise consents in writing which request for consent shall be directed to and promptly considered in accordance (iv) with the terms and conditions prior written consent of this Section 5.01 by Buyer and Buyer, which consent shall (i) may not be unreasonably withheld, delayed or conditioned or delayed in the case of clauses (c), (e), (f), (g), (h), (i), (l), (n), (ro), (p) or, as it relates to the foregoing, (s), (t), (u) or (w), and (ii) which may otherwise be withheld in Buyer’s sole discretion, the LIN Companies shall, and Seller shall use commercially reasonable efforts to cause WTGS TV and, prior subject to the Merger provisions of Section 7.04 regarding control of each Station, from and after the date of this Agreement until the Closing, the LIN Companies to, and the Seller shall, following the Merger Closing and prior and, pursuant to the ClosingOption Exercise Agreement, Seller shall cause the High Plains Entities to, subject to Section 2.10 hereof: (a) operate the Station Business in the ordinary course and compliance in all material respects in accordance with the Communications Laws, the FCC Licenses and with all other applicable Laws; (b) not cause or permit, or agree or commit to cause or permit, by act or failure to act, any of the FCC Licenses to expire or to be revoked, suspended or adversely modified, or take or fail to take any action that would cause the FCC or any other Governmental Authority to institute proceedings (other than proceedings of general applicability) for the suspension, revocation or adverse modification of any of the FCC Licenses listed on Disclosure Schedule 3.04(a)Section 3.12; (c) other than in the ordinary course of business or for the purpose of disposing of obsolete or worthless assets, not (i) sell, lease, license or dispose of or agree to sell, lease, license or dispose of any material assets unless replaced with similar items of substantially equal or greater value and utility or (ii) create, assume or permit to exist any Liens upon their assets, except for Permitted Liens; (d) not dissolve, liquidate, merge or consolidate with any other entity; (e) maintain, repair and replace the Tangible Personal Property, including any Tangible Personal Property which has been damaged prior to Closing, and maintain, repair and replace the Real Property, including any improvements thereon, which has been damaged prior to Closing, in each case in the ordinary course of business; (i) upon reasonable written advance notice, give Buyer and its representatives reasonable access at reasonable, mutually agreed-upon times during normal business hours to the Station, and furnish Buyer with information relating to the Business that Buyer may reasonably request, provided, however, that such access rights shall not be exercised in a manner that interferes with the Business and (ii) otherwise provide such reasonable assistance and cooperation as may be requested by Buyer from time to time prior to the Closing Date to reasonably facilitate the transition of the Business, including facilities, operations and applicable data, to Buyer upon and effective as of the Effective Time; (g) except as otherwise required by Law, not enter into, renew or renegotiate any employment agreement with a Transferred Employee providing for annual compensation in excess of $100,000, any severance agreement or any labor, or union agreement or plan, including any Collective Bargaining Agreement, that will be binding upon Buyer after the Closing; (h) not hire or terminate the employment of any Station general manager or any other Transferred Employee with annual aggregate non-equity compensation, including target bonuses, in excess of $100,000, excluding any terminations for “cause” as reasonably determined by Sellers; (i) except in the ordinary course of business, not (i) materially increase the compensation or benefits payable to any Transferred Employee, or (ii) modify any severance policy applicable to any Transferred Employee that would result in any material increase in the amount of severance payable to any such Transferred Employee (or would materially expand the circumstances in which such severance is payable); (j) not sell, lease, license or otherwise dispose of or encumber any Station Asset assets of the Business except (i) pursuant to or in accordance with existing Assumed Contracts contracts or commitments set forth on Disclosure Schedule Section 3.05(a) or Disclosure Schedule Section 5.01(c) or (ii) immaterial Station Assets assets in the ordinary course of business consistent with past practices; (kd) except as set forth on Disclosure Schedule Section 5.01(d), operate the Business in the ordinary course consistent with past practices (except where such conduct would conflict with the following covenants or with Seller’s other obligations under this Agreement) and use commercially reasonable efforts to maintain preserve substantially intact the Station’s MVPD carriage existing as relationships of Seller and the date of this AgreementHigh Plains Entities with their respective customers, suppliers, licensors, licensees, distributors and others with whom Seller or a High Plains Entity deals; (le) not make any change in any method of accounting or accounting practice utilized in the preparation of the Business Unaudited Financial Statements except for agreements any such change required by reason of a concurrent change in GAAP; (f) maintain the Equipment in normal operating condition in conformity in all material respects with all applicable FCC technical regulations, ordinary wear and contracts which can be terminated by WTGS TV, the Seller or LIN Companies, as applicable, without penalty upon notice of ninety tear excepted; (90g) days or less, not (i) enter into any agreement or contract that would have been a Material Contract were WTGS TV, the Seller or LIN Companies, as applicable, a party or subject thereto on the date of this Agreement unless such agreement or contract (x) is entered into in the ordinary course of business and (y) does not involve payments by WTGS TV, the Seller or LIN Companies, as applicable, of greater than $250,000 during any twelve (12) month period, (ii) amend in any material respect any Material Contract unless such amendment (x) is effected in the ordinary course of business, (y) does not increase the amount of payments to be made by WTGS TVrate or nature of, or prepay, the Seller or LIN Companiescompensation (including wages, as applicable, during any twelve (12) month period by $250,000 or more or (iii) terminate or waive any material right under any Material Contract other than in the ordinary course of business (excluding the expiration of any Material Contract in accordance with its terms) (it being understood that if any such entry into, or amendment or termination of any such agreement or contract is permitted pursuant to this Section 5.1(k) as a result of the references to acts taken in the ordinary course of business, but such action would otherwise be prohibited by any other provision of this Section 5.1, then this Section 5.1(k) shall not be interpreted to permit such action without the prior written consent of Buyer as contemplated hereby); (m) not enter into any Contract constituting a Sharing Agreement with respect to the Station; (n) not change any accounting practices, procedures or methods (except for any change required under GAAP or applicable lawsalaries and bonuses) or maintain its books and records, in each case in a manner other than in the ordinary course of business; (o) not make severance that is paid or agree or commit payable to make any capital expenditureEmployee, except (i) for capital expenditures equal to or less than $200,000 in connection with any particular project or equal to or less than $500,000 in the aggregate, and (ii) for emergency commitments or expenditures; (p) maintain its qualifications to hold the FCC Licenses with respect to the Station and not take any action that will materially impair such FCC Licenses or such qualifications; (q) promote the programming of the Station (both on-air and using third party media) in the ordinary course of business, taking into account inventory availability; (r) not adopt, enter into or become bound by any new Employee Plan or amend, modify or terminate any Employee Plan, except (i) to comply with applicable Law, (iiA) in the ordinary course of business consistent with past practices without any additional post-Closing material liability or pursuant to WTGS TVexisting compensation and fringe benefit plans, the Seller or LIN CompaniesEmployee Plans, as applicable, or (iii) as otherwise contemplated by this Agreement; (s) keep in full force practices and effect the material insurance policies set forth on Schedule 3.12 (or other insurance policies comparable in amount and scope); (t) not make or rescind any election relating to Taxes, settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, for any taxable period ending on or after September 30, 2012, or change any of its methods of reporting income or deductions on its Income Tax Returns, or the classifications of its existing property and assets, in each case, to the extent such action would reasonably be expected to materially and adversely affect Buyer or its Affiliates after the Closing; (u) not (i) enter into or agree or commit to enter into any new Tradeout Agreement relating to the Station with a value in excess of $40,000, and $200,000 in the aggregate, prior to Closing that will not be fully performed prior to the Closing or (ii) make any guarantee of commercial ratings other than in the ordinary course of business consistent with past practice; (i) utilize the Program Rights only in the ordinary course of business consistent with past practice and (ii) not sell or otherwise dispose of any such Program Rights; (w) not extend credit to advertisers other than in the ordinary course of business consistent with past practice; (x) timely make retransmission consent elections with all MVPDs located in or serving the Station’s Markets; (y) not enter into any retransmission consent agreement relating to the Station other than as set forth on Schedule 5.01(y); (z) not enter into any Contract with any Affiliate or Subsidiary of Seller that survives the Closing; and (aa) not agree, commit or resolve to take any actions inconsistent with the foregoing.arrangements,