Common use of Operations Prior to Closing Clause in Contracts

Operations Prior to Closing. Between the date of this Agreement --------------------------- and the Closing Date: (a) Seller shall operate the Stations in a manner consistent with Seller's and the Stations' past practice and in compliance with all applicable laws, regulations, rules, decrees, ordinances, orders and requirements of the Commission and all other Governmental Authority. Seller shall promptly notify Buyer of any actions or proceedings that from the date hereof are commenced against Seller or the Stations or, to the Knowledge of Seller, against any officer, director, employee, consultant, agent or other representative of Seller with respect to the business of the Stations or the Purchased Assets. (b) Seller shall: (i) use the Purchased Assets only for the operation of the Stations; (ii) maintain the Purchased Assets in substantially their present condition (reasonable wear and tear in normal use and damage due to unavoidable casualty excepted); (iii) replace and/or repair the Purchased Assets as necessary in the ordinary course of business; (iv) maintain all inventories of supplies, tubes and spare parts at levels at least equivalent to those existing on the date of this Agreement; and (v) promptly give Buyer written notice of any unusual or materially adverse developments with respect to the Purchased Assets or the business or operations of the Stations. (c) Seller shall maintain the Stations' Business Records and Financial Statements in the usual, regular and ordinary manner, on a basis consistent with prior periods. (d) Seller shall not: (i) sell, lease, encumber or otherwise dispose of any Purchased Assets or any interest therein except in the ordinary course of business and only if any property disposed of is replaced by property of like or better value, quality and utility prior to Closing; (ii) cancel, terminate, modify, amend or renew any of the Contracts without Buyer's express prior written consent; (iii) increase the compensation payable or to become payable to any employee of the Stations; or (iv) except to the extent expressly permitted in Section 2.1(c), enter into any Contract or other agreement, undertaking or obligation or assume any liability that may impose any obligation on Buyer after Closing, whether Seller is acting within or outside of the ordinary course of the Stations' business, without Buyer's prior written consent. (e) Seller and the Stations will enter into Sales Agreements only in the ordinary course of the Stations' business at commercially reasonable rates and each such Sales Agreements shall have a term not longer than 10 weeks or, if longer, shall be terminable by the Stations upon not more than 15 days notice. (f) Seller and the Stations will enter into Trade Agreements only in the ordinary course of the Stations' business and only if such Trade Agreements are (i) immediately preemptible for cash time sales trade; (ii) require the provision of air time only on a "run of schedule", basis; and (iii) inure or will inure to the benefit of the Stations. (g) Seller shall use its best efforts to preserve the operations, organization and reputation of the Stations intact, by continuing to make expenditures and engage in activities designed to promote the Stations and encourage the purchase of advertising time on the Stations in a manner consistent with Seller's past practices. Seller shall use its best efforts to preserve the goodwill and business of the Stations' advertisers, suppliers and others having business relations with the Stations, and to continue to conduct financial operations of the Stations, including credit and collection policies, with no less effort, as in the prior conduct of the business of the Stations. (h) Seller shall not issue, sell or deliver any shares of stock of Seller or grant any options, warrants or other rights to acquire the stock of Seller. (i) Seller shall not make or agree to any material amendment to any FCC License relating to the Stations. (j) except as required by law, adopt any profit-sharing, bonus, deferred compensation, insurance, pension, retirement, severance or other employee benefit plan, payment or arrangement or enter into any employment, consulting or management contract. (k) merge or consolidate with any other corporation, acquire control of any other corporation or business entity, or take any steps incident to, or in furtherance of, any of such actions, whether by entering into an agreement providing therefore or otherwise. (l) solicit, either directly or indirectly, initiate, encourage or accept any offer for the purchase or acquisition of the Purchased Assets by any party other than Buyer. (m) terminate without comparable replacement or fail to renew any insurance coverage applicable to the assets or properties of Seller. (n) take any action or fail to take any action that would cause the Seller to breach the representations, warranties and covenants contained in this Agreement.

Operations Prior to Closing. Between the date of this Agreement and --------------------------- and the Closing Date: (a) Seller shall operate the Stations in a manner consistent with Seller's and the Stations' past practice and in material compliance with all applicable laws, regulations, rules, decrees, ordinances, orders and requirements of the Commission and all other Governmental Authority. Seller shall promptly notify Buyer of any actions or proceedings that from the date hereof are commenced against Seller or the Stations or, to the Knowledge of Seller, against any officer, director, employee, consultant, agent or other representative of Seller with respect to the business of the Stations or the Purchased Assets. (b) Seller shall: (i) use the Purchased Assets only for the operation of the Stations; (ii) maintain the Purchased Assets in substantially their present condition (reasonable wear and tear in normal use and damage due to unavoidable casualty excepted); (iii) replace and/or repair the Purchased Assets as necessary in the ordinary course of business; (iv) maintain all inventories of supplies, tubes and spare parts at levels at least equivalent to those existing on the date of this Agreement; and (v) promptly give Buyer written notice of any unusual or materially adverse developments with respect to the Purchased Assets or the business or operations of the Stations. (c) Seller shall maintain the Stations' Business Records and Financial Statements in the usual, regular and ordinary manner, on a basis consistent with prior periods. (d) Seller shall not: (i) sell, lease, encumber or otherwise dispose of any Purchased Assets or any interest therein except in the ordinary course of business and only if any property disposed of is replaced by property of like or better value, quality and utility prior to Closing; (ii) cancel, terminate, modify, amend or renew any of the Contracts without Buyer's express prior written consent; (iii) increase the compensation payable or to become payable to any employee of the Stations; or (iv) except to the extent expressly permitted in Section 2.1(c), enter into any Contract or other agreement, undertaking or obligation or assume any liability that may impose any obligation on Buyer after Closing, whether Seller is acting within or outside of the ordinary course of the Stations' business, without Buyer's prior written consent. Such consent shall not be unreasonably withheld provided that such action by Seller is taken in accordance with the ordinary course of business. (e) Seller and the Stations will enter into Sales Agreements only in the ordinary course of the Stations' business at commercially reasonable rates and each such Sales Agreements Agreement shall have a term not longer than 10 weeks or, if longer, shall be terminable by the Stations upon not more than 15 days notice. (f) Seller and the Stations will enter into Trade Agreements only in the ordinary course of the Stations' business and only if such Trade Agreements are (i) immediately preemptible for cash time sales tradesales; (ii) require the provision of air time only on a "run of schedule", " basis; and (iii) primarily inure or will inure to the benefit of the Stations. (g) Seller shall use its best efforts to preserve the operations, organization and reputation of the Stations intact, by continuing to make expenditures and engage in activities designed to promote the Stations and encourage the purchase of advertising time on the Stations in a manner consistent with Seller's past practices. Seller shall use its best efforts to preserve the goodwill and business of the Stations' advertisers, suppliers and others having business relations with the Stations, and to continue to conduct financial operations of the Stations, including credit and collection policies, with no less effort, as in the prior conduct of the business of the Stations. (h) Seller shall not issue, sell or deliver any shares of stock of Seller or grant any options, warrants or other rights to acquire the stock of Seller. (i) Seller shall not make or agree to any material amendment to any FCC License relating to the Stations. (ji) Seller shall not, except as required by law, adopt any profit-profit- sharing, bonus, deferred compensation, insurance, pension, retirement, severance or other employee benefit plan, payment or arrangement or enter into any employment, consulting or management contract. (kj) With respect to the Purchased Assets, Seller shall not merge or consolidate with any other corporation, acquire control of any other corporation or business entity, or take any steps incident to, or in furtherance of, any of such actions, whether by entering into an agreement providing therefore or otherwise. (lk) Seller shall not solicit, either directly or indirectly, initiate, encourage or accept any offer for the purchase or acquisition of the Purchased Assets by any party other than Buyer. (ml) Seller shall not terminate without comparable replacement or fail to renew any insurance coverage applicable to the assets Purchased Assets or properties Real Property of Seller. (nm) Seller shall not take any action or fail to take any action that would cause the Seller to materially breach the representations, warranties and covenants contained in this Agreement.

Operations Prior to Closing. Between the date of this Agreement --------------------------- and the Closing Date: (a) Seller shall operate the Stations in a manner the normal and usual manner, consistent with Seller's past practice and the rules, regulations, and policies of the Commission, and shall conduct the Stations' past practice and business only in compliance the ordinary course. To the extent consistent with all applicable lawssuch operations, regulations, rules, decrees, ordinances, orders and requirements of the Commission and all other Governmental Authority. Seller shall promptly notify Buyer of any actions or proceedings that from use its commercially reasonable efforts to: (i) maintain the date hereof are commenced against Seller or the Stations or, to the Knowledge of Seller, against any officer, director, employee, consultant, agent or other representative of Seller with respect to the business present character and entertainment format of the Stations and the quality of its programs; (ii) keep available for Buyer the services and number of each Station's present employees reasonably necessary for the operation of the Stations; (iii) preserve each Station's present customers and business relations; and (iv) continue to make expenditures and engage in activities designed to promote the Stations; all consistent with past practices of the Stations, provided that Seller shall not be required to expend any funds or take any action outside the Purchased Assetsordinary course of business to comply with this covenant. (b) Seller shall: (i) use the Purchased Assets only for the operation of the Stations; (ii) subject to Section 14.3, maintain the Purchased Assets in substantially their present condition (reasonable wear and tear in normal use and damage due to unavoidable casualty excepted); and (iii) replace and/or repair the Purchased Assets as necessary in the ordinary course of business; (ivii) maintain all inventories of supplies, tubes tubes, and spare parts at levels at least equivalent to those existing on the date of this Agreement; and (v) promptly give Buyer written notice of any unusual or materially adverse developments consistent with respect to the Purchased Assets or the business or operations of the Stationseach Station's prior practices. (c) Seller shall maintain the Stations' Business Records its books and Financial Statements records in the usual, regular usual and ordinary manner, on a basis consistent with prior periods. (d) Seller shall comply with all laws, rules, ordinances and regulations applicable to it, to the Assets and to the business and operation of the Stations. (e) Seller shall perform all Contracts without default and shall pay all of Seller's trade accounts payable in a timely manner in accordance with past practices of the Stations; provided, however, that Seller may dispute, in good faith, any alleged obligation of Seller. (f) Seller shall not, without the express written consent of Buyer which shall not be unreasonably withheld, and which shall be deemed given in the event Buyer has not responded to a written request therefor within ten (10) days: (i) sell, lease, encumber sell or agree to sell or otherwise dispose of any Purchased of the Assets (A) other than in the ordinary course of business, and (B) unless such Assets are replaced prior to Closing by assets of equal or greater worth, quality and utility; (ii) acquiesce in any interest therein except infringement, unauthorized use or impairment of the Intangible Property or change the Stations' call signs; (iii) enter into any employment contract on behalf of the Stations unless the same is terminable at will and without penalty; or (iv) enter into any other contract, lease or agreement that will be binding on Buyer after Closing unless Seller has entered into such contract, lease or agreement in the ordinary course of business and only if any property disposed consistent with past practice and such contract, lease or agreement does not, in the aggregate, impose obligations in excess of is replaced by property of like or better valueTwenty Thousand Dollars ($20,000) provided, quality and utility prior to Closing; (ii) cancelhowever, terminate, modify, amend or renew any of that the Contracts without Buyer's express prior written consent; (iii) increase the compensation payable or to become payable to any employee of the Stations; or limitation in this clause (iv) except shall not apply to the extent expressly permitted in Section 2.1(c), enter time sales agreements entered into any Contract or other agreement, undertaking or obligation or assume any liability that may impose any obligation on Buyer after Closing, whether by Seller is acting within or outside of the ordinary course of the Stations' business, without Buyer's prior written consent. (e) Seller and the Stations will enter into Sales Agreements only in the ordinary course of the Stations' business at commercially reasonable rates business, consistent with past practice and each such Sales Agreements shall have a term not longer than 10 weeks or, if longer, shall be terminable by the Stations upon not more than 15 days notice. (f) Seller and the Stations will enter into Trade Agreements only in the ordinary course of the Stations' business and exchange for cash but only if such Trade Agreements are (i) immediately preemptible for cash time sales trade; agreements provide for termination upon sixty (ii60) require the provision of air time only on a "run of schedule", basis; and days notice by Seller (iii) inure or will inure to the benefit of the Stations. (g) Seller shall use its best efforts to preserve the operations, organization and reputation of the Stations intact, by continuing to make expenditures and engage in activities designed to promote the Stations and encourage the purchase of advertising time on the Stations in a manner consistent with Seller's past practices. Seller shall use its best efforts to preserve the goodwill and business of the Stations' advertisers, suppliers and others having business relations with the Stations, and to continue to conduct financial operations of the Stations, including credit and collection policies, with no less effort, as in the prior conduct of the business of the Stations. (h) Seller shall not issue, sell or deliver any shares of stock of Seller or grant any options, warrants or other rights to acquire the stock of Seller. (i) Seller shall not make or agree to any material amendment to any FCC License relating to the Stations. (j) except as required by law, adopt any profit-sharing, bonus, deferred compensation, insurance, pension, retirement, severance or other employee benefit plan, payment or arrangement or enter into any employment, consulting or management contract. (k) merge or consolidate with any other corporation, acquire control of any other corporation or business entity, or take any steps incident to, or in furtherance of, any of such actions, whether by entering into an agreement providing therefore or otherwise. (l) solicit, either directly or indirectly, initiate, encourage or accept any offer for the purchase or acquisition of the Purchased Assets by any party other than Buyerto which Seller assigns such agreement) without financial penalty. (m) terminate without comparable replacement or fail to renew any insurance coverage applicable to the assets or properties of Seller. (n) take any action or fail to take any action that would cause the Seller to breach the representations, warranties and covenants contained in this Agreement.

Operations Prior to Closing. Between Except as provided in this Agreement, during the period from and including the date of this Agreement --------------------------- hereof until Closing, Seller will (with respect to the Purchased Assets), and will cause the Closing DatePurchased Entities to: (a) Seller shall operate comply in all material respects with the Stations in a manner consistent with Seller's and the Stations' past practice and in compliance with all applicable laws, regulations, rules, decrees, ordinances, orders and requirements of applicable Laws and Governmental Authorities having jurisdiction over the Commission and all other Governmental Authority. Purchased Assets, Seller shall promptly notify Buyer of any actions or proceedings that from the date hereof are commenced against Seller or the Stations or, to the Knowledge of Seller, against any officer, director, employee, consultant, agent or other representative of Seller (with respect to the business of the Stations or Assets), and the Purchased Assets.Entities; (b) Seller shall: (i) use continue to cause the Purchased Assets only for the operation of the Stations; to be produced, operated and maintained in a good and workmanlike manner consistent with prior practices; (iic) maintain the books and accounts and Records relating to the Purchased Assets in substantially their present condition the usual, regular and ordinary manner consistent with prior practices; (reasonable wear and tear in normal use and damage due to unavoidable casualty excepted); (iii) replace and/or repair the Purchased Assets as necessary in the ordinary course of business; (ivd) maintain all inventories of supplies, tubes and spare parts at levels at least equivalent to those existing on the date of this Agreement; and (v) promptly give Buyer written notice of any unusual or materially adverse developments insurance now in force with respect to the Purchased Assets or as otherwise held by the business or operations of the Stations. (c) Seller shall maintain the Stations' Business Records and Financial Statements in the usual, regular and ordinary manner, on a basis consistent with prior periods. (d) Seller shall not: (i) sell, lease, encumber or otherwise dispose of any Purchased Assets or any interest therein except in the ordinary course of business and only if any property disposed of is replaced by property of like or better value, quality and utility prior to Closing; (ii) cancel, terminate, modify, amend or renew any of the Contracts without Buyer's express prior written consent; (iii) increase the compensation payable or to become payable to any employee of the Stations; or (iv) except to the extent expressly permitted in Section 2.1(c), enter into any Contract or other agreement, undertaking or obligation or assume any liability that may impose any obligation on Buyer after Closing, whether Seller is acting within or outside of the ordinary course of the Stations' business, without Buyer's prior written consent.Entities; (e) Seller pay or cause to be paid all costs and expenses in connection with the Stations will enter into Sales Agreements only in Purchased Assets and collect the ordinary course of accounts receivable attributable to the Stations' business at commercially reasonable rates and each such Sales Agreements shall have a term not longer than 10 weeks orPurchased Assets, if longer, shall be terminable by the Stations upon not more than 15 days notice.consistent with prior practices; (f) Seller and the Stations will enter into Trade Agreements only in the ordinary course not voluntarily abandon any of the Stations' business Leases and only if such Trade Agreements are (i) immediately preemptible for cash time sales trade; (ii) require the provision of air time only on a "run of schedule", basis; and (iii) inure or will inure to the benefit of the Stations.Contracts; (g) Seller shall use its best efforts to preserve the operationsmaintain in effect all bonds, organization and reputation letters of the Stations intact, by continuing to make expenditures and engage in activities designed to promote the Stations and encourage the purchase of advertising time on the Stations in a manner consistent with Seller's past practices. Seller shall use its best efforts to preserve the goodwill and business of the Stations' advertisers, suppliers and others having business relations with the Stationscredit, and guarantees posted with Governmental Authorities and relating to continue to conduct financial operations of the Stations, including credit and collection policies, with no less effort, as in the prior conduct of the business of the Stations.Purchased Assets; and (h) Seller shall not issueprovide prompt notice to Purchaser of any discovery of, sell or deliver receipt of third party or Governmental Authority notices related to, any shares spills of stock Hazardous Materials, other environmental contamination or remediation obligations that in each case would reasonably be expected to give rise to material liability; the filing or threatened filing of Seller any suits, actions or grant litigation that in each case would reasonably be expected to give rise to material liability; material damage or destruction to the Purchased Assets; or any options, warrants material claim relating to a breach of the Leases or other rights to acquire the stock of Seller.Contracts; and (i) Seller shall not make or agree to any perform and comply in all material amendment to any FCC License respects with all the covenants and conditions in the Leases, Contracts and all other agreements relating to the StationsPurchased Assets. (j) except as required by law, adopt any profit-sharing, bonus, deferred compensation, insurance, pension, retirement, severance or other employee benefit plan, payment or arrangement or enter into any employment, consulting or management contract. (k) merge or consolidate with any other corporation, acquire control of any other corporation or business entity, or take any steps incident to, or in furtherance of, any of such actions, whether by entering into an agreement providing therefore or otherwise. (l) solicit, either directly or indirectly, initiate, encourage or accept any offer for the purchase or acquisition of the Purchased Assets by any party other than Buyer. (m) terminate without comparable replacement or fail to renew any insurance coverage applicable to the assets or properties of Seller. (n) take any action or fail to take any action that would cause the Seller to breach the representations, warranties and covenants contained in this Agreement.

Operations Prior to Closing. Between the date of this Agreement --------------------------- and the Closing DateDate and subject to any Time Brokerage Agreement entered into by the parties: (a) Seller shall operate the Stations Station in a manner consistent with Seller's and the Stations' Station's past practice and in material compliance with all applicable laws, regulations, rules, decrees, ordinances, orders and requirements of the Commission and all other Governmental Authority. Seller shall promptly notify Buyer of any actions or proceedings that from the date hereof are commenced against Seller or the Stations Station or, to the Knowledge of Seller, against any officer, director, employee, consultant, agent or other representative of Seller with respect to the business of the Stations Station or the Purchased Assets. (b) Seller shall: (i) use the Purchased Assets only for the operation of the StationsStation; (ii) maintain the Purchased Assets in substantially their present condition (reasonable wear and tear in normal use and damage due to unavoidable casualty excepted); (iii) replace and/or repair the Purchased Assets as necessary in the ordinary course of business; (iv) maintain all inventories of supplies, tubes and spare parts at levels at least equivalent to those existing on the date of this Agreement; and (v) promptly give Buyer written notice of any unusual or materially adverse developments with respect to the Purchased Assets or the business or operations of the StationsStation. (c) Seller shall maintain the Stations' Station's Business Records and Financial Statements in the usual, regular and ordinary manner, on a basis consistent with prior periods. (d) Seller shall not: (i) sell, lease, encumber or otherwise dispose of any Purchased Assets or any interest therein except in the ordinary course of business and only if any property Purchased Asset disposed of is replaced by property of like or better value, quality and utility prior to Closing; (ii) cancel, terminate, modify, amend or renew any of the Contracts without Buyer's express prior written consentconsent except in accordance with the terms of such Contracts; (iii) increase the compensation payable or to become payable to any employee of the StationsStation except in the ordinary course of business; or (iv) except to the extent expressly permitted in Section 2.1(c), enter into any Contract or other agreementagreement (other than Sales Agreements), undertaking or obligation or assume any liability that may impose any obligation on Buyer after ClosingClosing and which is not subject to termination upon thirty (30) days notice, whether Seller is acting within or outside of the ordinary course of the Stations' Station's business, without Buyer's prior written consent. (e) Seller and the Stations Station will enter into Sales Agreements only in the ordinary course of the Stations' business Station's business, at commercially reasonable rates and each such Sales Agreements shall have a term not longer than 10 weeks or, if longer, shall be terminable by the Stations upon not more than 15 days noticeconsistent with Seller's usual past practices. (f) Seller and the Stations Station will enter into Trade Agreements only in the ordinary course of the Stations' Station's business and only if such Trade Agreements are (i) are immediately preemptible for cash time sales trade; (ii) require the provision of air time only on a "run of schedule", " basis; and (iii) inure or will inure to provide for goods and services used in the benefit operation of the StationsStation. (g) Seller shall use its best reasonable efforts to preserve the operations, organization and reputation of the Stations Station intact, by continuing to make expenditures and engage in activities designed to promote the Stations Station and encourage the purchase of advertising time on the Stations Station in a manner consistent with Seller's past practices. Seller shall use its best reasonable efforts in accordance with past practice to preserve the goodwill and business of the Stations' Station's advertisers, suppliers and others having business relations with the StationsStation, and to continue to conduct financial operations of the StationsStation, including credit and collection policies, with no less effort, effort as in the prior conduct of the business of the StationsStation. (h) Seller shall furnish Buyer with monthly financial statements that are in a form consistent with what has been previously provided to Buyer within thirty (30) days after the end of each calendar month, and with such additional data concerning the Station's financial condition as are prepared by Seller in the ordinary course of business and requested by Buyer. (i) Seller shall not issue, sell or deliver any shares of stock of Seller or grant any options, warrants or other rights to acquire the stock of Seller. (i) Seller shall not make or agree to any material amendment to any FCC License relating to the Stations. (j) except as required by law, adopt any profit-sharing, bonus, deferred compensation, insurance, pension, retirement, severance or other employee benefit plan, payment or arrangement or enter into any employment, consulting or management contract. (k) merge or consolidate with any other corporation, acquire control of any other corporation or business entity, or take any steps incident to, or in furtherance of, any of such actions, whether by entering into an agreement providing therefore or otherwise. (l) solicit, either directly or indirectly, initiate, encourage or accept any offer for the purchase or acquisition of the Purchased Assets by any party other than Buyer. (m) terminate without comparable replacement or fail to renew any insurance coverage applicable to the assets or properties of Seller. (n) take any action or fail to take any action that would cause result in a transfer of control under the Seller to breach the representations, warranties and covenants contained in this AgreementCommunications Act.

Operations Prior to Closing. Between the date of this Agreement --------------------------- and the Closing Date: (a) Seller shall operate the Stations in a manner consistent with Seller's and the Stations' past practice and in material compliance with all applicable laws, regulations, rules, decrees, ordinances, orders and requirements of the Commission and all other Governmental Authority. Seller shall promptly notify Buyer of any actions or proceedings that from the date hereof are commenced against Seller or the Stations or, to the Knowledge of Seller, against any officer, director, employee, consultant, agent or other representative of Seller with respect to the business of the Stations or the Purchased Assets. (b) Seller shall: (i) use the Purchased Assets only for the operation of the Stations; (ii) maintain the Purchased Assets in substantially their present condition (reasonable wear and tear in normal use and damage due to unavoidable casualty excepted); (iii) replace and/or repair the Purchased Assets as necessary in the ordinary course of business; (iv) maintain all inventories of supplies, tubes and spare parts at levels at least equivalent to those existing on the date of this Agreement; and (v) promptly give Buyer written notice of any unusual or materially adverse developments with respect to the Purchased Assets or the business or operations of the Stations. (c) Seller shall maintain the Stations' Business Records and Financial Statements in the usual, regular and ordinary manner, on a basis consistent with prior periods. (d) Seller shall not: (i) sell, lease, encumber or otherwise dispose of any Purchased Assets or any interest therein except in the ordinary course of business and only if any property disposed of is replaced by property of like or better value, quality and utility prior to Closing; (ii) cancel, terminate, modify, amend or renew any of the Contracts without Buyer's express prior written consent; (iii) increase the compensation payable or to become payable to any employee of the Stations; or (iv) except to the extent expressly permitted in Section 2.1(c), enter into any Contract or other agreement, undertaking or obligation or assume any liability that may impose any obligation on Buyer after Closing, whether Seller is acting within or outside of the ordinary course of the Stations' business, without Buyer's prior written consent. Such consent shall not be unreasonably withheld provided that such action by Seller is taken in accordance with the ordinary course of business. (e) Seller and the Stations will enter into Sales Agreements only in the ordinary course of the Stations' business at commercially reasonable rates and each such Sales Agreements Agreement shall have a term not longer than 10 weeks or, if longer, shall be terminable by the Stations upon not more than 15 days notice. (f) Seller and the Stations will enter into Trade Agreements only in the ordinary course of the Stations' business and only if such Trade Agreements are (i) immediately preemptible for cash time sales tradesales; (ii) require the provision of air time only on a "run of schedule", " basis; and (iii) primarily inure or will inure to the benefit of the Stations. (g) Seller shall use its best efforts to preserve the operations, organization and reputation of the Stations intact, by continuing to make expenditures and engage in activities designed to promote the Stations and encourage the purchase of advertising time on the Stations in a manner consistent with Seller's past practices. Seller shall use its best efforts to preserve the goodwill and business of the Stations' advertisers, suppliers and others having business relations with the Stations, and to continue to conduct financial operations of the Stations, including credit and collection policies, with no less effort, as in the prior conduct of the business of the Stations. (h) Seller shall not issue, sell or deliver any shares of stock of Seller or grant any options, warrants or other rights to acquire the stock of Seller. (i) Seller shall not make or agree to any material amendment to any FCC License relating to the Stations. (ji) Seller shall not, except as required by law, adopt any profit-sharing, bonus, deferred compensation, insurance, pension, retirement, severance or other employee benefit plan, payment or arrangement or enter into any employment, consulting or management contract. (kj) With respect to the Purchased Assets, Seller shall not merge or consolidate with any other corporation, acquire control of any other corporation or business entity, or take any steps incident to, or in furtherance of, any of such actions, whether by entering into an agreement providing therefore or otherwise. (lk) Seller shall not solicit, either directly or indirectly, initiate, encourage or accept any offer for the purchase or acquisition of the Purchased Assets by any party other than Buyer. (ml) Seller shall not terminate without comparable replacement or fail to renew any insurance coverage applicable to the assets Purchased Assets or properties Real Property of Seller. (nm) Seller shall not take any action or fail to take any action that would cause the Seller to materially breach the representations, warranties and covenants contained in this Agreement.

Operations Prior to Closing. Between (a) Except (x) as set forth on Schedule 6.6; (y) as otherwise contemplated by this Agreement or the Contribution Agreement; or (z) with the prior, written consent of Buyer (which consent may be withheld in the sole discretion of Buyer), from and after the date of this Agreement --------------------------- until the Closing, Brincko and the Closing Date:Sitrick Co each shall (and X. Xxxxxxx and X. Xxxxxxx shall cause Brincko and Sitrick Co, respectively, to): (a) Seller shall operate the Stations in a manner consistent with Seller's and the Stations' past practice and in compliance with all applicable laws, regulations, rules, decrees, ordinances, orders and requirements of the Commission and all other Governmental Authority. Seller shall promptly notify Buyer of any actions or proceedings that from the date hereof are commenced against Seller or the Stations or, to the Knowledge of Seller, against any officer, director, employee, consultant, agent or other representative of Seller with respect to the business of the Stations or the Purchased Assets. (b) Seller shall: (i) use the Purchased Assets only for the operation of the Stations; (ii) maintain the Purchased Assets in substantially their present condition (reasonable wear and tear in normal use and damage due to unavoidable casualty excepted); (iii) replace and/or repair the Purchased Assets as necessary operate in the ordinary course of business; (iv) maintain in accordance with past practices and in material compliance with all inventories of supplies, tubes and spare parts at levels at least equivalent to those existing on the date of this Agreement; and (v) promptly give Buyer written notice of any unusual or materially adverse developments with respect to the Purchased Assets or the business or operations of the Stations.Legal Requirements; (cii) Seller shall maintain the Stations' Business Records and Financial Statements in the usual, regular and ordinary manner, on a basis consistent with prior periods. (d) Seller shall not: (i) sell, lease, encumber or otherwise dispose of any Purchased Assets or any interest therein except in the ordinary course of business consistent with past practices and only if any property disposed of is replaced by property of like or better valueexcept with respect to new client engagements, quality and utility prior to Closing; (ii) cancelnot enter into, terminateextend, materially modify, amend terminate or renew any of Material Contract relating to the Contracts without Buyer's express prior written consent; Brincko Business or the Sitrick Business, respectively; (iii) increase the compensation payable or to become payable to any employee of the Stations; or (iv) except to the extent expressly permitted in Section 2.1(c), enter into any Contract or other agreement, undertaking or obligation or assume any liability that may impose any obligation on Buyer after Closing, whether Seller is acting within or outside of the ordinary course of the Stations' business, without Buyer's prior written consent. (e) Seller and the Stations will enter into Sales Agreements only in the ordinary course of business consistent with past practices, not make any change in the Stations' business at commercially reasonable rates and each such Sales Agreements shall have a term not longer than 10 weeks orkey management structure of the Brincko Business or the Sitrick Business, if longerrespectively, shall be terminable by including without limitation the Stations upon not more than 15 days notice.hiring of additional officers or the termination of existing officers for the Brincko Business or the Sitrick Business, respectively; (fiv) not make any payment of any kind whatsoever to or on behalf of Brincko or Sitrick Co, respectively, to any officer or director of such Seller other than ordinary compensation to officers and the Stations will enter into Trade Agreements only directors in the ordinary course of the Stations' business and only if such Trade Agreements are consistent with past practice; (iv) immediately preemptible for cash time sales tradenot fail to use commercially reasonable efforts to (A) retain the employees of the Brincko Business or the Sitrick Business, respectively; (iiB) require maintain the provision Brincko Business or the Sitrick Business, respectively, and the Purchased Assets of air time only on a "run of schedule"such Seller; (C) maintain existing relationships with suppliers, basis; and (iii) inure or will inure to the benefit of the Stations. (g) Seller shall use its best efforts to preserve the operations, organization and reputation of the Stations intact, by continuing to make expenditures and engage in activities designed to promote the Stations and encourage the purchase of advertising time on the Stations in a manner consistent with Seller's past practices. Seller shall use its best efforts to preserve the goodwill and business of the Stations' advertisers, suppliers clients and others having business relations dealings relating to the Brincko Business or the Sitrick Business, respectively; and (D) otherwise preserve the goodwill of the Brincko Business or the Sitrick Business, respectively; (vi) not do any other act, or omit to take any action, which would cause any representation or warranty of any Selling Party in this Agreement to be or become untrue in any material respect; (vii) not institute any material increase in any Sitrick Co Benefit Plan or Brincko Benefit Plan, as applicable, except as may be required to comply with the Stationsterms of any Sitrick Co Benefit Plan or Brincko Benefit Plan, and as applicable, or to continue to conduct financial operations comply with an applicable Legal Requirement; (viii) not (A) amend the Goodwill Purchase Agreement or the Noncompetition Agreements; (B) amend the Governing Documents of Brincko or Sitrick Co, respectively; or (C) enter into any merger, consolidation, restructuring, recapitalization, reorganization or share exchange agreement or adopt resolutions providing therefor; (ix) not (A) except in the ordinary course of business consistent with past practices, sell, pledge or dispose of any of the StationsPurchased Assets, including credit and collection policies, with no less effort, as or (B) except for non-exclusive licenses granted in the prior conduct ordinary course of business consistent with past practices, grant any licenses under any of the business of the Stations.Purchased Assets; (hx) Seller shall as to Sitrick Co, not (A) issue, sell sell, split, combine, reclassify, pledge, dispose of or deliver encumber, or authorize the issuance, sale, pledge, disposition or encumbrance of, any shares of capital stock of Seller Sitrick Co or grant Company Membership Units, or any options, warrants warrants, convertible securities or other rights of any kind to acquire the any shares of capital stock of Seller.Sitrick Co or Company Membership Units, or any other ownership interest in the Company or Sitrick Co; (B) repurchase, redeem or otherwise acquire any securities of the Company; or (C) adopt a plan of complete or partial liquidation or resolutions providing for or authorizing a liquidation or dissolution of the Company, Sitrick Co (to be implemented prior to closing) or the Business, in each case, with respect to the Company, only during the period of Sitrick Co’s ownership of the Company Membership Units on the Closing Date; (ixi) Seller shall as to Brincko, not make (A) issue, sell, split, combine, reclassify, pledge, dispose of or agree to any material amendment to any FCC License relating to the Stations. (j) except as required by law, adopt any profit-sharing, bonus, deferred compensation, insurance, pension, retirement, severance or other employee benefit plan, payment or arrangement or enter into any employment, consulting or management contract. (k) merge or consolidate with any other corporation, acquire control of any other corporation or business entityencumber, or take any steps incident toauthorize the issuance, sale, pledge, disposition or in furtherance encumbrance of, any shares of such actionscapital stock of Brincko or any Company Membership Units owned by Brincko, whether or any options, warrants, convertible securities or other rights of any kind to acquire any shares of capital stock of Brincko or any Company Membership Units owned by entering into an agreement Brincko, or any other ownership interest in Brincko or the Company owned by Brincko; (B) repurchase, redeem or otherwise acquire any securities of the Company; or (C) adopt a plan of complete or partial liquidation or resolutions providing therefore for or otherwise.authorizing a liquidation or dissolution of the Company, Brincko (to be implemented prior to closing) or the Business, in each case, with respect to the Company, only during the period of Brincko’s ownership of the Company Membership Units on the Closing Date; (lxii) solicitexcept in the ordinary course of business consistent with past practices, not make any material changes in the fees and other compensation charged by the Sellers to their respective clients or in the manner such fees or compensation are charged or collected; (xiii) as to Sitrick Co, not declare, set aside or pay any dividend or other distribution with respect to the membership interests of the Company during the period of Sitrick Co’s ownership of the Company Membership Units on the Closing Date; (xiv) as to Brincko, not declare, set aside or pay any dividend or other distribution with respect to the membership interests of the Company owned by Brincko during the period of Brincko’s ownership of the Company Membership Units on the Closing Date; (xv) as to Sitrick Co, not engage in any transaction with respect to Sitrick Co, the Company or the Business with any officer, director or Affiliate thereof or any Seller, or any associate of any such officer, director or Affiliate, either directly outside the ordinary course of business consistent with past practice or indirectly, initiate, encourage or accept any offer for the purchase or acquisition of the Purchased Assets by any party other than Buyer. (m) terminate without comparable replacement or fail to renew any insurance coverage applicable to the assets or properties of Seller. (n) take any action or fail to take any action that would cause the Seller to breach the representations, warranties and covenants contained in this Agreement.on an arm’s-length basis;