Common use of Operations Pending Closing Clause in Contracts

Operations Pending Closing. Except as otherwise agreed by the Parties, between the date of this Agreement and the Closing (or the sooner termination of this Agreement), Seller and its Subsidiaries shall conduct the Business in substantially the same manner as the Ordinary Course of Business during the period preceding the date of this Agreement; provided, however, all new customer contracts may be handled through joint venture, teaming or similar agreements to be negotiated on a case by case basis between Seller and Buyer (any such customer contracts being referred to herein as "JV Contracts"); provided, however, that, (x) in the event the Closing does not occur on or before July 31, 2003, Seller may reduce the scope of its normal operations; and (y) in the event the Closing does not occur on or before the later of (I) August 31, 2003 or (II) 20 days after the Seller has finally resolved any comments made by the staff of the SEC with respect to the Seller Proxy Materials, but in no event later than September 20, 2003 (the date provided in this clause (y) being referred to as the "Outside Date"), Seller shall no longer be required to conduct the Business in the Ordinary Course of Business (without limitation, Seller shall have no further obligation to fund the Business), but, at Buyer's written request, Seller shall agree irrevocably to lease or cause to be leased to Buyer the Acquired Equipment, Acquired Inventory, employees of Seller and other assets necessary to conduct the Business on a subcontracting basis, including performing the Assumed Contracts (with the Buyer receiving the revenue therefrom), all on terms reasonably agreed upon by the parties. Without limiting the generality of the foregoing, Seller and its Subsidiaries shall not, without the prior consent of the Buyer, which shall not be unreasonably withheld: (i) take any action which would, or could reasonably be expected to, result in a Material Adverse Effect; (ii) mortgage, pledge, or subject to any Encumbrance the Acquired Assets or otherwise enter into any agreement or commitment that restricts the use of the Acquired Assets in any way; (iii) sell, transfer, convey, assign or otherwise dispose of any of the Acquired Assets, except for the consumption of Acquired Inventory in the Ordinary Course of Business; (iv) waive, release, settle, compromise or cancel any claims against third parties or debts owing to it or any rights with respect to Acquired Assets or Assumed Liabilities; (v) settle or compromise, or agree to settle or compromise, any suits, actions or claims by or against Seller or any of its Subsidiaries with respect to Acquired Assets or Assumed Liabilities; (vi) terminate, modify, amend or otherwise alter or change any of the terms or provisions of any Assumed Contract, or pay any amount in respect of any Assumed Contract not required by any Requirement of Law or by any Assumed Contract; (vii) subject to Sections 5.3, 9.1(f) and 9.2(b), enter into any arrangement or agreement that would not permit the consummation of the Transaction; or (viii) take any action or omit to take any action, which omission or action would result in a material breach of this Agreement, or intentionally take any action or omit to take any action which action or omission would result in a breach of this Agreement.

Operations Pending Closing. Except as otherwise agreed by the Parties41 (a) Seller hereby covenants and agrees that, between from the date of this Agreement and prior to the Closing (or the sooner termination of Closing, unless otherwise expressly contemplated by this Agreement), Seller and its Subsidiaries shall conduct shall: (i) operate the Business in the usual and ordinary course consistent with past practices (other than with respect to the Excluded Assets and Excluded Liabilities, to the extent the Purchased Assets are not or could not reasonably be expected to be adversely affected thereby and the Assumed Liabilities are not or could not reasonably be expected to be increased thereby); (ii) use its reasonable best efforts to preserve substantially intact its business organization, maintain its rights and franchises, retain the services of its principal officers and key employees and maintain its relationships with its principal customers, suppliers and other third Persons with which it has business relations; and (iii) use its reasonable best efforts to maintain and keep its Equipment, properties and other assets in working repair and condition as at present, ordinary wear and tear excepted, and replace with a substantially equivalent asset of substantially equivalent quality or utility any of the Equipment, properties and other assets that shall be worn out, lost, stolen or destroyed. (b) Without limiting the generality of the matters set forth in Section 5.01(a), from the date of this Agreement and prior to the Closing, Seller shall and shall cause the Business to, except with Buyer's prior written consent: (i) not enter into any new agreements for Program Rights or more than twenty (20) Contracts for the Installation of the Network at any College; (ii) (A) air Programming that is of the same manner substance and style as is consistent with past practice (it being understood that Seller may not be able to air Programming pursuant to the Ordinary Course ESPN Agreement if such agreement is terminated by ESPN Enterprises, Inc. prior to the Closing Date) and (B) not make payments on Program Rights agreements and other agreements except in accordance with this Agreement; (iii) not enter into any new Tradeout Agreement relating to the Business that will not be fully performed prior to the Closing without Buyer's prior written consent; (A) promptly notify Buyer of any attempted or actual collective bargaining organizing activity with respect to any Network Employees and (B) not enter into or permit any Person to enter into any collective bargaining agreement applicable to any Network Employees that provides that it shall be binding upon any "successor" employer of such Network Employees; (v) follow the Business' usual and customary policy with respect to (A) extending credit for sales of commercial time on the Network and (B) collecting accounts receivable relating to the Business during arising from such extension of credit; (vi) not make any change in any method of accounting or accounting practice utilized in the period preceding preparation of the Financial Statements, except for any such change required by reason of a concurrent change in generally accepted accounting principles, which, for the avoidance of doubt, shall not result in any change in GAAP; (vii) not acquire an amount of assets material to the Business, individually or in the aggregate, from any other Person; (viii) not sell, lease, license or otherwise dispose of any asset or property relating to the Business except pursuant to existing contracts or commitments and as provided in Section 5.10(a); PROVIDED that Buyer's consent shall not be unreasonably withheld to the extent such sale, lease, license or other disposition relates to the Excluded Assets and Excluded Liabilities, to the extent the Purchased Assets are not or could not reasonably be expected to be adversely affected thereby and the Assumed Liabilities are not or could not reasonably be expected to be increased thereby; PROVIDED FURTHER that such consent is not required for the sale, lease, license or other disposal of the Atlanta Office Space and the furniture, fixtures and other assets set forth on Schedule 2.01(a); (ix) not enter into or agree to enter into any agreement to sell, purchase or encumber any parcel of real property; (x) not enter into any agreements or transactions on behalf of the Business with any Affiliate of Seller and not make any distributions of any amounts to any Affiliate of Seller or to any investment bankers, attorneys, accountants, consultants or other agents or advisors to which any amount is owed by or on behalf of Seller or any of its Affiliates; (xi) (A) not hire or terminate any Person; (B) not increase or otherwise change the rate or nature of, or prepay, the compensation (including wages, salaries, commissions and bonuses) that is paid or payable to any Person employed by the Business, except pursuant to existing 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; provided(C) not enter into, howeverrenew or allow the renewal of or entering into, all new customer contracts may be handled through joint venture, teaming any employment or similar agreements to be negotiated on a case by case basis between Seller and Buyer (any such customer contracts being referred to herein as "JV Contracts"); provided, however, that, (x) in the event the Closing does not occur on consulting agreement or before July 31, 2003, Seller may reduce the scope of its normal operations; and (y) in the event the Closing does not occur on other contract or before the later of (I) August 31, 2003 or (II) 20 days after the Seller has finally resolved any comments made by the staff of the SEC arrangement with respect to the Seller Proxy Materials, but in no event later than September 20, 2003 (the date provided in this clause (y) being referred to as the "Outside Date"), Seller shall no longer be required to conduct the Business in the Ordinary Course performance of Business (without limitation, Seller shall have no further obligation to fund personal services for the Business), but, at Buyer's written request, Seller shall agree irrevocably ; and (D) not increase or otherwise change the rate or nature of severance or other termination benefits that are paid or payable to lease or cause to be leased to Buyer the Acquired Equipment, Acquired Inventory, employees of Seller and other assets necessary to conduct the Business on a subcontracting basis, including performing the Assumed Contracts (with the Buyer receiving the revenue therefrom), all on terms reasonably agreed upon any Person employed by the parties. Without limiting the generality Business. (xii) not adopt any Employee Plan or other pension, profit sharing, deferred compensation or similar plan, program or trust on behalf of the foregoing, Seller and its Subsidiaries shall not, without Network Employees or modify the prior consent of existing Plans insofar as they relate to the Buyer, which shall not be unreasonably withheld: (i) take any action which would, or could reasonably be expected to, result in a Material Adverse EffectNetwork Employees; (iixiii) mortgagenot make any capital expenditure; (xiv) except as set forth on Schedule 5.01(b)(xiv) or Schedule 2.11(b), pledge, or subject to not make any Encumbrance cash expenditure greater than $3,000 without Buyer's prior written consent; (xv) utilize the Acquired Assets or otherwise Deposit only in accordance with the provisions of Section 2.11 of this Agreement; (xvi) not do any of the things that would constitute a breach of Section 3.15(b); (xvii) (A) not enter into any agreement or commitment that restricts the use of the Acquired Assets Contract (except as set forth herein) and (B) not change, amend, terminate or otherwise modify any Contract in any way;material respect except for those Contracts either that terminate or expire prior to the Effective Time by their own terms or that are Excluded Assets, to the extent the Purchased Assets are not or could not reasonably be expected to be adversely affected thereby and the Assumed Liabilities are not or could not reasonably be expected to be increased thereby; and (iiixviii) sellexcept as set forth on Schedule 5.01(b)(xviii), transfernot agree, convey, assign commit or otherwise dispose of arrange to do any of the Acquired Assetsthings set forth in clauses (b)(ii)(B), except for the consumption of Acquired Inventory in the Ordinary Course of Business; (iviii), (iv)(B) waive, release, settle, compromise or cancel any claims against third parties or debts owing to it or any rights with respect to Acquired Assets or Assumed Liabilities; (v) settle or compromise, or agree to settle or compromise, any suits, actions or claims by or against Seller or any of its Subsidiaries with respect to Acquired Assets or Assumed Liabilities; (vi) terminate, modify, amend or otherwise alter or change any of the terms or provisions of any Assumed Contract, or pay any amount in respect of any Assumed Contract not required by any Requirement of Law or by any Assumed Contract; through (viixvii) subject to Sections 5.3, 9.1(f) and 9.2(b), enter into any arrangement or agreement that would not permit the consummation of the Transaction; or (viii) take any action or omit to take any action, which omission or action would result in a material breach of this Agreement, or intentionally take any action or omit to take any action which action or omission would result in a breach of this Agreement.Section 5.01(b);

Operations Pending Closing. Except as otherwise agreed by (a) During the Parties, between period from the date of this Agreement and the Closing (or the sooner termination of this Agreement)to Closing, Seller shall (i) consult with Buyer with respect to each Election Proposal in excess of One Hundred Thousand Dollars ($100,000.00) net to the interests of Seller which is received by Seller with respect to any Subject Asset, and its Subsidiaries shall conduct consult with Buyer with respect to all material decisions to be made with respect to the Business Subject Assets regarding the incurring of costs for discretionary expenditures for operations in substantially excess of One Hundred Thousand Dollars ($100,000.00) net to the same manner interest of Seller for which approval for expenditures are not prepared and (ii) not transfer, sell, hypothecate, encumber, abandon, or otherwise dispose of or terminate any portion of the Lease Assets (other than the sale of production in the ordinary course of business or as required in connection with the Ordinary Course exercise by third parties of Business during any Preferential Purchase Rights to purchase any of the Lease Assets) without the written consent of Buyer. (b) During the period preceding from the date of this Agreement; providedAgreement to the Closing Date, howeverSeller shall have the right to elect to participate or not to participate in any New Well proposed by an operator on the Land. Seller may consult with Buyer prior to making the election but shall have the right to make the election in its sole discretion, all new customer contracts may be handled through joint ventureand will have no obligations or liability to the Buyer when making such election. (c) Notwithstanding Section 10(a) and Section 10(b) above, teaming or similar agreements to be negotiated on a case by case basis between Seller and Buyer (any such customer contracts being referred to herein as "JV Contracts"); provided, however, that, (x) in the event that, during the Closing does not occur on or before July 31, 2003period from the date of this Agreement to Closing, Seller may reduce the scope of its normal operations; and (y) elects to participate in the event the Closing does not occur on or before the later of (I) August 31, 2003 or (II) 20 days after the Seller has finally resolved any comments made by the staff of the SEC Election Proposals with respect to the Seller Proxy MaterialsSubject Assets, but discretionary expenditures, or New Xxxxx, and in no the event later than September 20that Seller’s proportionate share of the aggregate estimated costs for such operations, 2003 as set forth in any such Election Proposals, would exceed five percent (5%) of the date provided in this clause (y) being referred to as the "Outside Date")Base Purchase Price, Seller shall no longer be required to conduct the Business in the Ordinary Course of Business (without limitation, Seller shall have no further obligation to fund the Business), but, at obtain Buyer's written request, Seller shall agree irrevocably to lease or cause to be leased to Buyer the Acquired Equipment, Acquired Inventory, employees of Seller and other assets necessary to conduct the Business on a subcontracting basis, including performing the Assumed Contracts (with the Buyer receiving the revenue therefrom), all on terms reasonably agreed upon by the parties. Without limiting the generality of the foregoing, Seller and its Subsidiaries shall not, without the prior consent of the Buyer, which shall not be unreasonably withheld: (i) take any action which would, or could reasonably be expected to, result in a Material Adverse Effect; (ii) mortgage, pledge, or subject to any Encumbrance the Acquired Assets or otherwise enter into any agreement or commitment that restricts the use of the Acquired Assets in any way; (iii) sell, transfer, convey, assign or otherwise dispose of any of the Acquired Assets, except ’s permission for the consumption of Acquired Inventory first such operation that exceeds the five percent (5%) threshold, and any operations thereafter, in the Ordinary Course of Business; (iv) waive, release, settle, compromise or cancel any claims against third parties or debts owing which it desires to it or any rights with respect to Acquired Assets or Assumed Liabilities; (v) settle or compromise, or agree to settle or compromise, any suits, actions or claims by or against Seller or any of its Subsidiaries with respect to Acquired Assets or Assumed Liabilities; (vi) terminate, modify, amend or otherwise alter or change any of the terms or provisions of any Assumed Contract, or pay any amount in respect of any Assumed Contract not required by any Requirement of Law or by any Assumed Contract; (vii) subject to Sections 5.3, 9.1(f) and 9.2(b), enter into any arrangement or agreement that would not permit the consummation of the Transaction; or (viii) take any action or omit to take any action, which omission or action would result in a material breach of this Agreement, or intentionally take any action or omit to take any action which action or omission would result in a breach of this Agreementparticipate.

Operations Pending Closing. Except as otherwise agreed by the Parties, between (a) From the date of this Agreement and until the earlier of the Closing (Date or the sooner termination of this Agreement)Agreement pursuant to Section 12.1, Seller and its Subsidiaries shall conduct Sellers shall: (i) operate the Business in all material respects in the ordinary course of business (except where such conduct would conflict with the covenants set forth herein or other obligations under this Agreement); (ii) operate the Station in compliance in all material respects with applicable law, including the Communications Act and the rules and regulations of the FCC; (iii) maintain the Tangible Personal Property in the ordinary course of business consistent with past practice to the extent commercially reasonable; (iv) maintain policies of liability and casualty insurance of substantially the same manner similar coverage as the Ordinary Course of Business during policies currently carried by the period preceding Piedmont Companies for the Business; and (v) continue all necessary and normal capital expenditures. (b) From the date of this Agreement; provided, however, all new customer contracts may be handled through joint venture, teaming or similar agreements to be negotiated on a case by case basis between Seller and Buyer (any such customer contracts being referred to herein as "JV Contracts"); provided, however, that, (x) in Agreement until the event earlier of the Closing does not occur on Date or before July 31the termination of this Agreement pursuant to Section 12.1, 2003, Seller may reduce the scope of its normal operations; and (y) in the event the Closing does not occur on or before the later of (I) August 31, 2003 or (II) 20 days after the Seller has finally resolved any comments made by the staff of the SEC with respect to the Seller Proxy Materials, but in no event later than September 20, 2003 (the date provided in this clause (y) being referred to as the "Outside Date"), Seller shall no longer be required to conduct the Business in the Ordinary Course of Business (without limitation, Seller shall have no further obligation to fund the Business), but, at Buyer's written request, Seller shall agree irrevocably to lease or cause to be leased to Buyer the Acquired Equipment, Acquired Inventory, employees of Seller and other assets necessary to conduct the Business on a subcontracting basis, including performing the Assumed Contracts (with the Buyer receiving the revenue therefrom), all on terms reasonably agreed upon by the parties. Without limiting the generality of the foregoing, Seller and its Subsidiaries Sellers shall not, without the prior written consent of the Buyer, which shall not be unreasonably withheldwithheld or delayed: (i) take any action which would, or could reasonably be expected to, result in a Material Adverse Effect; (ii) mortgage, pledge, or subject to any Encumbrance the Acquired Assets or otherwise enter into any agreement or commitment that restricts the use of the Acquired Assets in any way; (iii) sell, transferassign, conveylease, assign or otherwise dispose of any of the Acquired Assets, except for the consumption inventory or supplies or other assets consumed or disposed of Acquired Inventory in the Ordinary Course ordinary course of business, assets no longer used or held for use in the Business, or assets transferred or disposed of in connection with the acquisition of replacement property of substantially equivalent, or better, kind and use; (ii) except for Contracts that Sellers are willing to designate as Excluded Contracts, enter into, renew, or materially and adversely modify or amend any Assumed Contract, unless any such Contract: (A) requires an annual payment by or on behalf of the Station of consideration consisting of no more than Ten Thousand Dollars ($10,000) individually or Seventy Five Thousand Dollars ($75,000) in the aggregate; (B) will be subject to termination on no more than ninety (90) days’ notice; or (C) will be fully performed and satisfied on or prior to the Closing Date; (iii) except as required by applicable law or existing Contract, increase the compensation (including wages, salaries and bonuses) or severance that is paid or payable to any Employee other than annual increases which shall not exceed four percent (4%) per annum; provided, however, that Sellers may pay bonuses to any of the Employees so long as such bonuses do not create binding obligations upon Buyer after the Closing Date; (iv) waiveexcept as required by applicable law or existing Contract, releasevoluntarily agree to enter into any collective bargaining agreement applicable to any Employees or otherwise recognize any union as the bargaining representative of any such Employees; or (v) create, settleassume or permit to exist any Liens upon any of the Assets, compromise except for Permitted Liens and Liens that will be discharged prior to or cancel on the Closing Date. (c) From the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement pursuant to Section 12.1, Sellers shall: (i) keep Buyer reasonably apprised of negotiations for Programming Contracts and promptly provide Buyer with copies of all Programming Contracts entered into by Sellers; (ii) except in the ordinary course of any claims against third parties Seller’s business consistent with past practices, not enter into any Tradeout Agreements relating to the Station that create obligations or debts owing liabilities of a Seller or the Station extending to it or beyond the Closing Date; (iii) not enter into any rights with respect agreement providing for a delayed or deferred payment that Buyer would be obligated to Acquired Assets or Assumed Liabilitiespay after the Closing Date except in the ordinary course of its business; (iv) on the Closing Date, be current on all of its payment obligations under the Contracts; (v) settle or compromise, or agree exercise commercially reasonable efforts to settle or compromise, any suits, actions or claims by or against Seller or any maintain existing carriage of its Subsidiaries with respect to Acquired Assets or Assumed Liabilitiesthe Station’s signal on all Market MVPD Systems; (vi) terminate, modify, amend or otherwise alter or change any follow Sellers’ usual and customary policies with respect to extending credit for sales of broadcast time on the terms or provisions Station and collect all accounts receivable (including but not limited to those arising from extensions of any Assumed Contract, or pay any amount credit) in respect of any Assumed Contract not required by any Requirement of Law or by any Assumed Contractaccordance with Sellers’ past practices consistently applied; (vii) subject make commercially reasonable efforts to Sections 5.3, 9.1(f) promote and 9.2(b), enter into any arrangement or agreement that would not permit advertise the consummation of the Transaction; orStation in accordance with Sellers’ past practices; (viii) take promptly provide Buyer with copies of all material correspondence with cable systems concerning must carry status, retransmission consent and other matters arising under the Cable Television Consumer Protection and Competition Act of 1992, and keep Buyer reasonably advised of the status of all negotiations with cable systems concerning such matters; (ix) not materially change any action accounting procedures, practices or omit methods (except for any change required under GAAP or applicable law); and (x) not agree to take or authorize any action, which omission or action would result in a material breach of this Agreement, or intentionally take any action or omit to take any action which action or omission would result in a breach of this Agreementthe foregoing.

Operations Pending Closing. Except as otherwise agreed by the Parties, between From the date of this Agreement and hereof until the Closing Date (or and, in the sooner termination of this Agreementlimited instance stated in Section 7.06(d), Seller after the Closing Date), Sellers shall: (a) continue to operate and its Subsidiaries shall conduct maintain the Business Centers in substantially a good state of repair and in accordance with good business practices; (b) neither cancel, accept the same manner as surrender of, amend or renew any Leases, nor enter into any new leases or other contracts with respect to any Center which would extend beyond the Ordinary Course Closing Date, without obtaining the prior written consent of Business during the period preceding the date of this AgreementPurchaser in each instance; provided, however, all new customer contracts may that neither the foregoing nor any other provision of this Agreement shall preclude a Seller from taking any of the aforesaid action which (i) is in the ordinary course of business or (ii) is necessary or reasonably appropriate to maintain, preserve or protect a Center but the Seller taking any such action shall give prompt notice to Purchaser of the taking thereof; and provided further, however, that a Seller shall be handled through joint ventureentitled to enter into, teaming extend or similar agreements otherwise amend any lease or other contract or commitment which a Seller, reasonably and in good faith, shall determine to be negotiated on in the best interest of a case Center and, if Purchaser shall have failed or elected not to grant its consent thereto, Purchaser's sole recourse shall be to terminate this Agreement and receive a return of the Good Faith Deposit; (c) afford Purchaser and its representatives, agents and contractors the continuing right to inspect (i) each Center, at reasonable hours and at their sole risk and expense, subject to the rights of Center tenants as to their leased space, and (ii) any and all books, records, lease files, contracts and other documents or data in Sellers' possession pertaining to the ownership, operation or condition of each Center; (d) pay (i) all Operating Expenses as same become due for the period up to the Closing Date, or which are incurred prior to the Closing Date but are not due until after the Closing Date, and (ii) all valid bills rendered by case basis between contractors, laborers and materialmen performing work upon or furnishing materials to any Center at the request of a Seller and Buyer (any prior to the Closing Date even if such customer contracts being referred to herein as "JV Contracts")bills are not rendered until after the Closing Date; provided, however, thatthat all commitments to install tenant improvements which have been committed to by Seller after the date hereof, (x) in the event whether same are to be installed before or after the Closing does not occur on or before July 31Date, 2003, Seller may reduce shall be the scope responsibility of its normal operationsPurchaser; and and (ye) in the event the Closing does not occur on or before the later of (I) August 31, 2003 or (II) 20 days after the Seller has finally resolved any comments made by the staff of the SEC with respect to the Seller Proxy Materials, but in no event later other than September 20, 2003 (the date as provided in this clause (y) being referred to as the "Outside Date"Section 7.06(b), Seller shall no longer be required not create, or enter into any contract to conduct the Business in the Ordinary Course of Business (without limitationcreate, Seller shall have no further obligation to fund the Business), but, at Buyer's written request, Seller shall agree irrevocably to lease or cause to be leased to Buyer the Acquired Equipment, Acquired Inventory, employees of Seller and other assets necessary to conduct the Business on a subcontracting basis, including performing the Assumed Contracts (with the Buyer receiving the revenue therefrom), all on terms reasonably agreed upon by the parties. Without limiting the generality of the foregoing, Seller and its Subsidiaries shall notany Title Exceptions, without the prior written consent of the Buyer, which shall not be unreasonably withheld: (i) take any action which would, or could reasonably be expected to, result Purchaser in a Material Adverse Effect; (ii) mortgage, pledge, or subject to any Encumbrance the Acquired Assets or otherwise enter into any agreement or commitment that restricts the use of the Acquired Assets in any way; (iii) sell, transfer, convey, assign or otherwise dispose of any of the Acquired Assets, except for the consumption of Acquired Inventory in the Ordinary Course of Business; (iv) waive, release, settle, compromise or cancel any claims against third parties or debts owing to it or any rights with respect to Acquired Assets or Assumed Liabilities; (v) settle or compromise, or agree to settle or compromise, any suits, actions or claims by or against Seller or any of its Subsidiaries with respect to Acquired Assets or Assumed Liabilities; (vi) terminate, modify, amend or otherwise alter or change any of the terms or provisions of any Assumed Contract, or pay any amount in respect of any Assumed Contract not required by any Requirement of Law or by any Assumed Contract; (vii) subject to Sections 5.3, 9.1(f) and 9.2(b), enter into any arrangement or agreement that would not permit the consummation of the Transaction; or (viii) take any action or omit to take any action, which omission or action would result in a material breach of this Agreement, or intentionally take any action or omit to take any action which action or omission would result in a breach of this Agreementeach instance.

Operations Pending Closing. Except as otherwise agreed Subject to the provisions of Section 6.15 regarding control of the Stations, pending the Closing, Seller shall: (a) operate each Station in the ordinary course of business in accordance with past practices consistently applied; (b) operate each Station in accordance with the Communications Laws; (c) maintain the Equipment currently being used by the PartiesSeller to operate the Stations in good operating condition, between wear and tear due to ordinary usage excepted, and replace any of the date Equipment which shall be worn out, lost, stolen or destroyed; (d) not remove from the Station, sell, assign, lease, transfer, mortgage, pledge, grant any Lien other than Permitted Liens on or otherwise dispose of, any of this Agreement 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 increase or otherwise change the Closing rate or nature of the compensation (including wages, salaries and bonuses) or severance paid or payable to any Person, except pursuant to existing compensation and fringe benefit plans, practices and arrangements which have been disclosed to Buyer, other than annual performance based increases which shall not exceed 5% per annum, and not enter into, renew or allow the sooner termination renewal of, any employment or consulting agreement or other contract or arrangement with respect to the performance of this Agreement)personal services; (f) except with Buyer’s prior written consent, Seller not enter into, or become obligated under, any agreement or commitment affecting any Station or its operations including any Program Rights agreement except for commitments for advertising time on any Station at then prevailing rates and entered into in the ordinary course of the operation of its Subsidiaries shall conduct the Business business, or change, amend, terminate or otherwise modify in substantially the same manner as the Ordinary Course of Business during the period preceding the date of this Agreementany material respect any Contract, Lease, agreement or commitment except for those which terminate or expire by their own terms; provided, however, all new customer contracts may be handled through joint venture, teaming that Seller will not enter into any agreements for Program Rights or similar any agreements to be negotiated on a case by case basis between with affiliates of Seller and Buyer (any such customer contracts being referred to herein as "JV Contracts")without Buyer’s prior written consent; provided, howeverfurther, that, (x) in the event the Closing does that Seller will not occur on enter into any agreements for or before July 31, 2003, Seller may reduce the scope of its normal operationsotherwise obligate any Station to commence any Incentive Program without Buyer’s prior written consent; and (y) in the event the Closing does not occur on or before the later of (I) August 31provided, 2003 or (II) 20 days after the further, that Seller has finally resolved any comments made by the staff shall continue to make such expenditures and commitments as is consistent with past practices of the SEC Stations; (g) maintain in full force and effect policies of liability and casualty insurance of the same type, character and coverage as the policies currently carried with respect to the business, operations and assets of each Station; (h) not enter into any Tradeout Agreement relating to any Station which creates an obligation or liability of Seller Proxy Materials, but in no event later of more than September 20, 2003 (the date provided in this clause (y) being referred to as the "Outside Date"), Seller shall no longer be required to conduct the Business $5,000 individually or which is not in the Ordinary Course Seller’s ordinary course of Business (without limitation, Seller shall have no further obligation to fund the Business), but, at Buyer's written request, Seller shall agree irrevocably to lease or cause to be leased to Buyer the Acquired Equipment, Acquired Inventory, employees of Seller and other assets necessary to conduct the Business on a subcontracting basis, including performing the Assumed Contracts (with the Buyer receiving the revenue therefrom), all on terms reasonably agreed upon by the parties. Without limiting the generality of the foregoing, Seller and its Subsidiaries shall notbusiness, without the prior written consent of the Buyer, which shall not be unreasonably withheld:; (i) take any action which would, or could reasonably be expected to, result in a Material Adverse Effectfurnish to Buyer true and complete copies of all Tradeout Agreements disclosed to Buyer pursuant to Section 6.4(h) above; (iij) mortgagenot enter into any agreement providing for a delayed or deferred payment that Buyer would be obligated to pay after the Closing Date; (k) stay current on all of its payment obligations under the Contracts and Leases that are part of the Assumed Liabilities; (l) proceed with all reasonable diligence to satisfy its obligations pursuant to Tradeout Agreements in the ordinary course of each Station’s business; (m) utilize the programming of each Station only in the ordinary course of business and not sell or otherwise dispose of any such programming; and make all payments on programming and agreements on a current basis; (n) make reasonable efforts to endeavor to protect the service areas of the Stations, pledgeas currently authorized by the FCC, from interference from other stations, existing or proposed, to the extent such interference is prohibited by the Communications Laws, and promptly give Buyer notice of any such interference; (o) not adopt, or commit to adopt, any pension, profit sharing, deferred compensation or similar plan, program or trust on behalf of personnel of any Station, other than any such plan, program or trust currently maintained by Seller; (p) subject to any Encumbrance legal obligations to bargain in good faith, and except as may otherwise be required by law, not voluntarily agree to enter into any collective bargaining agreement applicable to any employees of any Station or recognize any union as the Acquired Assets bargaining representative of any such employees of the Station; and promptly notify Buyer upon acquiring Knowledge of any organizing activity with respect to any employees of any Station; (q) follow Seller’s usual and customary policy with respect to extending credit for sales of broadcast time on any Station and with respect to collecting Receivables arising from such extension of credit; (r) make reasonable commercial efforts to promote and advertise each Station and its programs and make expenditures therefor in accordance with past practices consistently applied; (s) make reasonable efforts to endeavor to renew or otherwise extend the Licenses with the FCC in an expeditious manner; (t) (i) maintain in effect the Licenses that are required to carry on the business of the Stations, and (ii) timely file with the FCC all required reports and pay any required annual regulatory fees for the operation of the Stations; (u) not apply to the FCC for any license, construction permit, authorization (including any special temporary authorization) or modification of license that would materially restrict any Station’s operation, or make any material change in any Station’s buildings, leasehold improvements or fixtures; (v) not downgrade, or enter into any agreement or commitment that restricts the use otherwise obligate any Station to downgrade, its broadcast transmission signal of the Acquired Assets in any wayStation; (iiiw) sell, transfer, convey, assign or otherwise dispose of not offer any of the Acquired Assets, except for the consumption of Acquired Inventory in the Ordinary Course of Business; (iv) waive, release, settle, compromise or cancel any claims against third parties or debts owing to it Station or any rights with respect Purchased Asset for sale, entertain an offer to Acquired purchase the Purchased Assets or Assumed Liabilities; (v) settle or compromise, or agree to settle or compromise, any suits, actions or claims by or against Seller or any equity interests of its Subsidiaries with respect to Acquired Assets or Assumed Liabilities; (vi) terminate, modify, amend or otherwise alter or change any of the terms or provisions of any Assumed Contract, or pay any amount in respect of any Assumed Contract not required by any Requirement of Law or by any Assumed Contract; (vii) subject to Sections 5.3, 9.1(f) and 9.2(b)Seller, enter into any arrangement negotiations with any Person other than Buyer for the assignment and transfer of the Purchased Assets or the equity interests of Seller, give an option to any other Person to acquire any of the Purchased Assets or equity interests of Seller or enter into any agreement or understanding, whether oral or written, that would not permit prevent the consummation of the Transaction; ortransactions contemplated hereby; (viiix) not by any act or omission of Seller or of its owners, stockholders, directors, officers, employees or agents, surrender, modify adversely, forfeit or fail to seek timely renewal of any License or cause the FCC to institute any proceedings for revocation, suspension or modification of any License, or fail to prosecute with due diligence, or participate in the prosecution of, the Assignment Application, renewal application or any other pending application, including all amendments thereto as necessitated by the rules of the FCC or as requested by the FCC’s staff; (y) not from the time of execution of this Agreement through the ninetieth (90th) day after the Closing Date, commence a voluntary case under any provision of any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or take any action to assist in or omit consent to take the entry of an order for relief in an involuntary case under any action, which omission such law or action would result in consent to the appointment of or taking possession by a material breach of this Agreementreceiver, or intentionally trustee or other custodian for all or a substantial part of its property; (z) not take any action or omit agree to take any action which action or omission would result in a breach inconsistent with consummation of the Closing as contemplated by this Agreement; nor take any other actions with respect to the Stations except as specifically contemplated by this Agreement; (aa) correct within a reasonable period of time (but in any event prior to the Closing) any Station that is operating below its authorized effective radiated power level as specified in the FCC Licenses; and (bb) not agree to or authorize any of the foregoing.

Operations Pending Closing. Except as otherwise agreed Seller agrees that, from and after the date hereof through and including the Closing, Seller shall observe and abide by the Parties, between following: (a) From and after the date of this Agreement and the Closing (or the sooner termination of this Agreement)Effective Date, Seller shall not, without first obtaining the written consent of Purchaser enter into any new or modify any existing leases or agreements with respect to the Property or any part thereof, which consent shall not be unreasonably withheld, conditioned or delayed prior to the expiration of the Inspection Period, but which consent may be withheld in Purchaser’s sole discretion at any time thereafter; provided, however, Purchaser’s consent will be deemed to have been given if Purchaser fails to respond to a request for consent within five (5) days of receipt thereof; (b) Seller shall, in all material respects, keep and its Subsidiaries perform all of the obligations to be performed by the landlord under any of the Leases, including, without limitation, any maintenance to be performed by the landlord under such Leases; (c) Seller shall conduct maintain and manage the Business Property in substantially the same manner as presently managed, subject, however, to all relevant provisions of this Contract; (d) Seller will enter into no agreement or contract with respect to the Ordinary Course operation or maintenance of Business during any portion of the Property without Purchaser’s consent, unless same can be terminated prior to Closing without penalty; (e) Subject to proration, Seller will cause to be paid all trade accounts and costs and expenses of operation and maintenance of the Property incurred or attributable to the period preceding prior to the date Closing; (f) Seller will not, without the prior written consent of Purchaser, permit any structural modifications or additions to the Property or any part thereof, except as required pursuant to the Leases; (g) Seller will maintain Seller’s existing insurance coverage with respect to the Property; (h) While this AgreementContract is in effect, Seller will not list the Property with any broker, or otherwise solicit or make or accept any offers to sell all or any part of the Property, or enter into any contracts or agreements (whether binding or not) regarding any disposition of all or any part of the Property; (i) Other than in connection with any tenant build-out required under the Leases, Seller shall not execute any documents, agreements or instruments affecting title to the Property, or otherwise allow or permit the imposition of any liens or other encumbrances which affect title to the Property, without the prior written approval of the Purchaser, which approval shall not be unreasonably withheld, conditioned or delayed prior to the expiration of the Inspection Period, but which approval may be withheld in Purchaser’s sole discretion at any time thereafter; provided, however, all new customer contracts may Purchaser’s approval will be handled through joint venturedeemed to have been given if Purchaser fails to respond to a request for approval within five (5) days of receipt thereof. (j) Neither Seller, teaming nor its employees, or similar agreements agents shall take any intentional action that causes Seller’s representations or warranties to become untrue in any material respect or that causes one or more of Purchaser’s conditions to Closing to be negotiated on a case by case basis between Seller and Buyer (any such customer contracts being referred to herein as "JV Contracts"); provided, however, that, (x) in the event the Closing does not occur on or before July 31, 2003, Seller may reduce the scope of its normal operations; and (y) in the event the Closing does not occur on or before the later of (I) August 31, 2003 or (II) 20 days after the Seller has finally resolved any comments made by the staff of the SEC with respect to the Seller Proxy Materials, but in no event later than September 20, 2003 (the date provided in this clause (y) being referred to as the "Outside Date"), Seller shall no longer be required to conduct the Business in the Ordinary Course of Business (without limitation, Seller shall have no further obligation to fund the Business), but, at Buyer's written request, Seller shall agree irrevocably to lease or cause to be leased to Buyer the Acquired Equipment, Acquired Inventory, employees of Seller and other assets necessary to conduct the Business on a subcontracting basis, including performing the Assumed Contracts (with the Buyer receiving the revenue therefrom), all on terms reasonably agreed upon by the parties. Without limiting the generality of the foregoing, Seller and its Subsidiaries shall not, without the prior consent of the Buyer, which shall not be unreasonably withheld: (i) take any action which would, or could reasonably be expected to, result in a Material Adverse Effect; (ii) mortgage, pledge, or subject to any Encumbrance the Acquired Assets or otherwise enter into any agreement or commitment that restricts the use of the Acquired Assets unsatisfied in any way; (iii) sell, transfer, convey, assign or otherwise dispose of any of the Acquired Assets, except for the consumption of Acquired Inventory in the Ordinary Course of Business; (iv) waive, release, settle, compromise or cancel any claims against third parties or debts owing to it or any rights with respect to Acquired Assets or Assumed Liabilities; (v) settle or compromise, or agree to settle or compromise, any suits, actions or claims by or against Seller or any of its Subsidiaries with respect to Acquired Assets or Assumed Liabilities; (vi) terminate, modify, amend or otherwise alter or change any of the terms or provisions of any Assumed Contract, or pay any amount in respect of any Assumed Contract not required by any Requirement of Law or by any Assumed Contract; (vii) subject to Sections 5.3, 9.1(f) and 9.2(b), enter into any arrangement or agreement that would not permit the consummation of the Transaction; or (viii) take any action or omit to take any action, which omission or action would result in a material breach of this Agreement, or intentionally take any action or omit to take any action which action or omission would result in a breach of this Agreementrespect.

Operations Pending Closing. Except (a) Seller agrees, from and after the execution date hereof until Closing, except as otherwise agreed expressly contemplated by this Agreement, as expressly consented to in writing by Purchaser, or in situations wherein emergency action is taken in the Partiesface of risk to life, between the date of this Agreement and the Closing (property or the sooner termination of this Agreement)environment, Seller and its Subsidiaries shall conduct the Business in substantially the same manner as the Ordinary Course of Business during the period preceding the date of this Agreement; provided, however, all new customer contracts may be handled through joint venture, teaming or similar agreements to be negotiated on a case by case basis between Seller and Buyer (any such customer contracts being referred to herein as "JV Contracts"); provided, however, that, (x) in the event the Closing does not occur on or before July 31, 2003, Seller may reduce the scope of its normal operations; and (y) in the event the Closing does not occur on or before the later of (I) August 31, 2003 or (II) 20 days after the Seller has finally resolved any comments made by the staff of the SEC with respect to the Seller Proxy Materials, but in no event later than September 20, 2003 (the date provided in this clause (y) being referred to as the "Outside Date"), Seller shall no longer be required to conduct the Business in the Ordinary Course of Business (without limitation, Seller shall have no further obligation to fund the Business), but, at Buyer's written request, Seller shall agree irrevocably to lease or cause to be leased to Buyer the Acquired Equipment, Acquired Inventory, employees of Seller and other assets necessary to conduct the Business on a subcontracting basis, including performing the Assumed Contracts (with the Buyer receiving the revenue therefrom), all on terms reasonably agreed upon by the parties. Without limiting the generality of the foregoing, Seller and its Subsidiaries shall not, without the prior consent of the Buyer, which shall not be unreasonably withheldto: (i) take any action which would, or could reasonably be expected to, result in a Material Adverse Effect; (ii) mortgage, pledge, or subject to any Encumbrance operate the Acquired Company and the Assets or otherwise enter into any agreement or commitment that restricts the use of the Acquired Assets in any way; (iii) sell, transfer, convey, assign or otherwise dispose of any of the Acquired Assets, except for the consumption of Acquired Inventory in the Ordinary Course of Business; (ii) maintain the books of account and records relating to the Company and the Assets in the Ordinary Course of Business; (iii) not enter into a Material Contract, or materially amend or change the terms of any such Material Contract that would involve individual commitments of more than US$50,000 or aggregate commitments of more than US$250,000; (iv) waive, release, settle, compromise not plug or cancel abandon any claims against third parties or debts owing to it or any rights with respect to Acquired well included as part of the Assets or Assumed Liabilitieswithout Purchaser’s prior written consent; (v) settle not transfer, sell, mortgage, pledge or compromise, or agree to settle or compromise, dispose of any suits, actions or claims by or against Seller or any material portion of its Subsidiaries with respect to Acquired the Assets other than the sale and/or disposal of Hydrocarbons in the Ordinary Course of Business and sales of equipment that is no longer necessary in the operation of the Assets or Assumed Liabilitiesfor which replacement equipment has been obtained; (vi) terminatepreserve in full force and effect all oil and gas leases, modifyoperating agreements, amend easements, rights-of-way, permits, licenses and agreements that relate to the Assets, other than oil and gas leases which may expire by their respective terms which will not be renewed or otherwise alter or change any extended by the Company without prior consent of the terms or provisions of any Assumed Contract, or pay any amount in respect of any Assumed Contract not required by any Requirement of Law or by any Assumed ContractPurchaser; (vii) subject submit to Sections 5.3Purchaser for prior written approval, 9.1(f) and 9.2(b)all requests for operating or capital expenditures relating to the Assets that involve individual commitments of more than US$50,000, enter into any arrangement or agreement that would not permit unless otherwise contemplated by the consummation of Company’s capital expenditure budget previously provided to the TransactionPurchaser; orand (viii) take obtain Purchaser’s written approval prior to voting under any operating, joint venture, partnership or similar agreement. (b) Purchaser agrees and understands that Seller shall have the right to cause the Company to make dividends or distributions of the Excluded Assets directly or indirectly to Seller at any time prior to the Closing. Such right shall not include the right to declare dividends or distributions prior to the Closing that are payable after the Closing. No action or omit to take taken in accordance with this Section 7.01(b) shall be considered as a violation of any action, which omission or action would result in a material breach of this Agreement, or intentionally take any action or omit to take any action which action or omission would result in a breach other provision of this Agreement. (c) Prior to or on the Closing Date, all intercompany obligations or receivables between the Company and the Seller or any Affiliate of Seller shall be fully satisfied and Seller shall cause the Company and the Assets to be released from any guaranty or Lien relating to any indebtedness of Seller or its Affiliates. Except with respect to charges incurred by Seller or its Affiliates on behalf of the Company to a Third Party and which are allocated specifically to one of the Assets, there shall be no Purchase Price Adjustment in connection with the compliance by Seller of its obligations set forth in this Section 7.01(c).