Common use of Operations Since Balance Sheet Date Clause in Contracts

Operations Since Balance Sheet Date. Except as set forth in Schedule 2.5(b), since the Balance Sheet Date, Seller has conducted the business of the Owned Stations and, to the knowledge of Seller, the business of the Purchased Stations has only been conducted, in the ordinary course. Without limiting the generality of the foregoing, since the Balance Sheet Date, except as set forth in such Schedule, Seller has not, in respect of the Owned Stations and, to the knowledge of Seller, the Purchased Stations: (i) sold, leased (as lessor), transferred or otherwise disposed of (including any transfers from Seller to any of its Affiliates), or mortgaged or pledged, or imposed or suffered to be imposed any Encumbrance on, any of the assets reflected on the Balance Sheet or the Purchased Stations Balance Sheet or any assets acquired after the Balance Sheet Date relating to the Stations, other than personal property having an aggregate value of less than $50,000 sold or otherwise disposed of in the ordinary course of the business of the Stations which would not reasonably be expected to have a material adverse effect on the business or operations of the Stations and except for Permitted Encumbrances; (ii) created, incurred, or assumed, or agreed to create, incur, or assume, any indebtedness for borrowed money (other than money borrowed or advances from any of its Affiliates in the ordinary course of the business of the Stations) or entered into (as lessee) any capitalized leases; or (iii) granted or instituted any material increase in any rate of salary or compensation of any employee of the Stations or any profit sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other employee benefit plan.

Operations Since Balance Sheet Date. (a) Except as set forth in on Schedule 2.5(b)3.7, since during the period from the Balance Sheet DateDate to the date hereof, Seller inclusive, there has conducted been no damage, destruction, loss or claim made or filed against the business Company (whether or not covered by insurance) or condemnation or other taking which materially adversely affects the Business or the results of operations, properties or condition (financial or otherwise) of the Owned Stations and, to the knowledge of Seller, the business of the Purchased Stations has only been conducted, in the ordinary course. Without limiting the generality of the foregoing, since Company. (b) Since the Balance Sheet Date, except (i) as set forth on Schedule 3.7, (ii) for actions described below that would not result in such Schedulea Material Adverse Effect on the Company (other than subsections (i), Seller (vii), (xi) and (xv) which shall not be qualified by this subclause (ii)) and (iii) for actions described below that would not cause any of the representations and warranties contained in this Article III (other than this Section 3.7) to be untrue in any material respect, the Company has not, in respect of the Owned Stations and, to the knowledge of Seller, the Purchased Stations: (i) issued, delivered or agreed (conditionally or unconditionally) to issue or deliver, or granted any option, warrant or other right to purchase, any of its capital stock or other equity interest or any security convertible into its capital stock or other equity interest; (ii) paid any obligation or liability (absolute or contingent) other than current liabilities reflected on the Balance Sheet and current liabilities incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice; (iii) undertaken or committed to undertake capital expenditures exceeding $10,000 for any single project or related series of projects; (iv) made charitable donations in excess of $2,000 in the aggregate; (v) sold, leased (as lessor)leased, transferred or otherwise disposed of (including any transfers from Seller the Company to any of its Affiliates), or mortgaged or pledged, or imposed or suffered to be imposed any Encumbrance (other than Permitted Encumbrances) on, any of the assets reflected on the Balance Sheet or the Purchased Stations Balance Sheet or any assets acquired after the Balance Sheet Date relating to the StationsDate, other than personal property having an aggregate value except for sales of less than $50,000 sold or otherwise disposed of inventory in the ordinary course of the business of the Stations which would not reasonably be expected to have a material adverse effect on the business or operations of the Stations and except for Permitted Encumbrancesconsistent with past practice; (iivi) canceled any debts owed to or claims held by the Company (including the settlement of any claims or litigation) or waived any rights of material value; (vii) created, incurred, guaranteed or assumed, or agreed to create, incur, or assume, assumed any indebtedness for borrowed money or entered into any capitalized leases; (other than money borrowed viii) accelerated collection of any note or advances from any of its Affiliates account receivable to a date prior to the date such collection would have occurred in the ordinary course of the business consistent with past practice; (ix) delayed payment of any account payable or other liability of the Stations) Company beyond its due date or entered into (as lessee) any capitalized leases; orthe date when such liability would have been paid in the ordinary course of business consistent with past practice; (iiix) allowed the levels of raw materials, supplies, work-in-process, finished goods or other materials included in its inventory to vary in any material respect from levels customarily maintained; (xi) granted any bonus or other special compensation or increased the compensation or benefits payable or to become payable to any directors, officers or employees, or instituted any material increase in any rate of salary or compensation of any employee of the Stations or otherwise amended any profit sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other employee benefit planplan except for increases required by law; (xii) sold, assigned or transferred any patents, trademarks, service marks, trade names, copyrights, Software (as defined in Section 3.17) (except in the ordinary course of business consistent with past practice), trade secrets or other similar intangible assets, or disclosed any proprietary or confidential information to any person or entity (other than Parent, its Affiliates and agents); (xiii) extended credit other than in the ordinary course of business or permitted any change in credit practices or in the method of maintaining books, accounts or business records; (xiv) declared, set aside or paid any dividend or made any other distribution (whether in cash, stock or other property) to any of the Shareholders in respect of any Company Stock or other securities of the Company; (xv) purchased, redeemed, called for purchase or redemption or otherwise acquired any shares of Company Stock or any other securities of the Company; (xvi) made any write-down of the value of any inventory or write-offs as uncollectible of any notes or accounts receivable except for write-downs and write-offs in the ordinary course of business and consistent with past practice, none of which would reasonably be expected to have a Material Adverse Effect on the Business or the results of operations, properties or condition (financial or otherwise) of the Company; (xvii) except as otherwise contemplated herein, entered into any transaction other than in the ordinary course of business or any transaction (not involving purchases and sales of inventory) including commitments for expenditures in excess of $10,000; (xviii) made any changes in the accounting methods or practices followed by the Company; (xix) entered into or performed any transactions with any of its Affiliates except for transactions in the ordinary course of business and on terms no less favorable than those customarily enjoyed by the Company; (xx) agreed or committed to do or authorized any of the foregoing; or (xxi) prepared or filed any Tax Return inconsistent with past practice or, on any such Tax Return taken any position, made any election, or adopted any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods (including, without limitation, positions, elections or methods which would have the effect of deferring income to periods ending after the Closing Date or accelerating deductions to periods ending on or prior to the Closing Date).

Operations Since Balance Sheet Date. (a) Except as set forth in Schedule 2.5(b)on SCHEDULE 3.7, since during the period from the Balance Sheet DateDate to the date hereof, Seller inclusive, there has conducted been no damage, destruction, loss or claim made or filed against the business Company (whether or not covered by insurance) or condemnation or other taking which materially adversely affects the Business or the results of operations, properties or condition (financial or otherwise) of the Owned Stations and, to the knowledge of Seller, the business of the Purchased Stations has only been conducted, in the ordinary course. Without limiting the generality of the foregoing, since Company. (b) Since the Balance Sheet Date, except (i) as set forth on SCHEDULE 3.7, (ii) for actions described below that would not result in such Schedulea Material Adverse Effect on the Company (other than subsections (i), Seller (vi), (ix) and (xiii) which shall not be qualified by this subclause (ii)) and (iii) for actions described below that would not cause any of the representations and warranties contained in this ARTICLE III (other than this Section 3.7) to be untrue in any material respect, the Company has not, in respect of the Owned Stations and, to the knowledge of Seller, the Purchased Stations: (i) issued, delivered or agreed (conditionally or unconditionally) to issue or deliver, or granted any option, warrant or other right to purchase, any of its capital stock or other equity interest or any security convertible into its capital stock or other equity interest; (ii) paid any obligation or liability (absolute or contingent) other than current liabilities reflected on the Balance Sheet and current liabilities incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice; (iii) undertaken or committed to undertake capital expenditures exceeding $10,000 for any single project or related series of projects; (iv) sold, leased (as lessor)leased, transferred or otherwise disposed of (including any transfers from Seller the Company to any of its Affiliates), or mortgaged or pledged, or imposed or suffered to be imposed any Encumbrance (other than Permitted Encumbrances) on, any of the assets reflected on the Balance Sheet or the Purchased Stations Balance Sheet or any assets acquired after the Balance Sheet Date relating to the StationsDate, other than personal property having an aggregate value except for sales of less than $50,000 sold or otherwise disposed of inventory in the ordinary course of the business of the Stations which would not reasonably be expected to have a material adverse effect on the business or operations of the Stations and except for Permitted Encumbrancesconsistent with past practice; (iiv) canceled any debts owed to or claims held by the Company (including the settlement of any claims or litigation) or waived any rights of material value; (vi) created, incurred, guaranteed or assumed, or agreed to create, incur, or assume, assumed any indebtedness for borrowed money or entered into any capitalized leases; (other than money borrowed vii) accelerated collection of any note or advances from any of its Affiliates account receivable to a date prior to the date such collection would have occurred in the ordinary course of the business consistent with past practice; (viii) delayed payment of any account payable or other liability of the Stations) Company beyond its due date or entered into (as lessee) any capitalized leases; orthe date when such liability would have been paid in the ordinary course of business consistent with past practice; (iiiix) granted any bonus or other special compensation or increased the compensation or benefits payable or to become payable to any directors, officers or employees, or instituted any material increase in any rate of salary or compensation of any employee of the Stations or otherwise amended any profit sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other employee benefit planplan except for increases required by law; (x) sold, assigned or transferred any patents, trademarks, service marks, trade names, copyrights, Software (as defined in Section 3.17) (except in the ordinary course of business consistent with past practice), trade secrets or other similar intangible assets, or disclosed any proprietary or confidential information to any person or entity (other than Parent, its Affiliates and agents); (xi) extended credit other than in the ordinary course of business or permitted any change in credit practices or in the method of maintaining books, accounts or business records; (xii) declared, set aside or paid any dividend or made any other distribution (whether in cash, stock or other property) to any of the Shareholders in respect of any Company Common Stock or other securities of the Company; (xiii) purchased, redeemed, called for purchase or redemption or otherwise acquired any shares of Company Common Stock or any other securities of the Company; (xiv) made any write-down of the value of any inventory or write-offs as uncollectible of any notes or accounts receivable except for write-downs and write-offs in the ordinary course of business and consistent with past practice, none of which would reasonably be expected to have a Material Adverse Effect on the Business or the results of operations, properties or condition (financial or otherwise) of the Company; (xv) except as otherwise contemplated herein, entered into any transaction other than in the ordinary course of business or any transaction (not involving purchases and sales of inventory) including commitments for expenditures in excess of $10,000; (xvi) made any changes in the accounting methods or practices followed by the Company; (xvii) entered into or performed any transactions with any of its Affiliates except for transactions in the ordinary course of business and on terms no less favorable than those customarily enjoyed by the Company; (xviii) agreed or committed to do or authorized any of the foregoing; or (xix) prepared or filed any Tax Return inconsistent with past practice or, on any such Tax Return taken any position, made any election, or adopted any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods (including, without limitation, positions, elections or methods which would have the effect of deferring income to periods ending after the Closing Date or accelerating deductions to periods ending on or prior to the Closing Date).

Operations Since Balance Sheet Date. (a) Except as set forth in Schedule 2.5(b)on SCHEDULE 3.7, since during the period from the Balance Sheet DateDate to the date hereof, Seller inclusive, there has conducted been no damage, destruction, loss or claim made or filed against the business Company (whether or not covered by insurance) or condemnation or other taking which materially adversely affects the Business or the results of operations, properties or condition (financial or otherwise) of the Owned Stations and, to the knowledge of Seller, the business of the Purchased Stations has only been conducted, in the ordinary course. Without limiting the generality of the foregoing, since Company. (b) Since the Balance Sheet Date, except (i) as set forth on SCHEDULE 3.7, (ii) for actions described below that would not result in such Schedulea Material Adverse Effect on the Company (other than subsections (i), Seller (vi), (ix) and (xiii) which shall not be qualified by this subclause (ii)) and (iii) for actions described below that would not cause any of the representations and warranties contained in this ARTICLE III (other than this Section 3.7) to be untrue in any material respect, the Company has not, in respect of the Owned Stations and, to the knowledge of Seller, the Purchased Stations: (i) issued, delivered or agreed (conditionally or unconditionally) to issue or deliver, or granted any option, warrant or other right to purchase, any of its capital stock or other equity interest or any security convertible into its capital stock or other equity interest; (ii) paid any obligation or liability (absolute or contingent) other than current liabilities reflected on the Balance Sheet and current liabilities incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice; (iii) undertaken or committed to undertake capital expenditures exceeding $10,000 for any single project or related series of projects; (iv) sold, leased (as lessor)leased, transferred or otherwise disposed of (including any transfers from Seller the Company to any of its Affiliates), or mortgaged or pledged, or imposed or suffered to be imposed any Encumbrance (other than Permitted Encumbrances) on, any of the assets reflected on the Balance Sheet or the Purchased Stations Balance Sheet or any assets acquired after the Balance Sheet Date relating to the StationsDate, other than personal property having an aggregate value except for sales of less than $50,000 sold or otherwise disposed of inventory in the ordinary course of the business of the Stations which would not reasonably be expected to have a material adverse effect on the business or operations of the Stations and except for Permitted Encumbrancesconsistent with past practice; (iiv) canceled any debts owed to or claims held by the Company (including the settlement of any claims or litigation) or waived any rights of material value; (vi) created, incurred, guaranteed or assumed, or agreed to create, incur, or assume, assumed any indebtedness for borrowed money or entered into any capitalized leases; (other than money borrowed vii) accelerated collection of any note or advances from any of its Affiliates account receivable to a date prior to the date such collection would have occurred in the ordinary course of the business consistent with past practice; (viii) delayed payment of any account payable or other liability of the Stations) Company beyond its due date or entered into (as lessee) any capitalized leases; orthe date when such liability would have been paid in the ordinary course of business consistent with past practice; (iiiix) granted any bonus or other special compensation or increased the compensation or benefits payable or to become payable to any directors, officers or employees, or instituted any material increase in any rate of salary or compensation of any employee of the Stations or otherwise amended any profit sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other employee benefit planplan except for increases required by law; (x) sold, assigned or transferred any patents, trademarks, service marks, trade names, copyrights, Software (as defined in Section 3.17) (except in the ordinary course of business consistent with past practice), trade secrets or other similar intangible assets, or disclosed any proprietary or confidential information to any person or entity (other than Parent, its Affiliates and agents); (xi) extended credit other than in the ordinary course of business or permitted any change in credit practices or in the method of maintaining books, accounts or business records; (xii) declared, set aside or paid any dividend or made any other distribution (whether in cash, stock or other property) to any of the Stockholders in respect of any Company Stock or other securities of the Company; (xiii) purchased, redeemed, called for purchase or redemption or otherwise acquired any shares of Company Stock or any other securities of the Company; (xiv) made any write-down of the value of any inventory or write-offs as uncollectible of any notes or accounts receivable except for write-downs and write- offs in the ordinary course of business and consistent with past practice, none of which would reasonably be expected to have a Material Adverse Effect on the Business or the results of operations, properties or condition (financial or otherwise) of the Company; (xv) except as otherwise contemplated herein, entered into any transaction other than in the ordinary course of business or any transaction (not involving purchases and sales of inventory) including commitments for expenditures in excess of $10,000; (xvi) made any changes in the accounting methods or practices followed by the Company; (xvii) entered into or performed any transactions with any of its Affiliates except for transactions in the ordinary course of business and on terms no less favorable than those customarily enjoyed by the Company; (xviii) agreed or committed to do or authorized any of the foregoing; or (xix) prepared or filed any Tax Return inconsistent with past practice or, on any such Tax Return taken any position, made any election, or adopted any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods (including, without limitation, positions, elections or methods which would have the effect of deferring income to periods ending after the Closing Date or accelerating deductions to periods ending on or prior to the Closing Date).

Operations Since Balance Sheet Date. (a) Except as set forth in Schedule 2.5(b)on SCHEDULE 3.7, since during the period from the Balance Sheet DateDate to the date hereof, Seller inclusive, there has conducted been no damage, destruction, loss or claim made or filed against the business Company (whether or not covered by insurance) or condemnation or other taking which materially adversely affects the Business or the results of operations, properties or condition (financial or otherwise) of the Owned Stations and, to the knowledge of Seller, the business of the Purchased Stations has only been conducted, in the ordinary course. Without limiting the generality of the foregoing, since Company. (b) Since the Balance Sheet Date, except (i) as set forth on SCHEDULE 3.7, (ii) for actions described below that would not result in such Schedulea Material Adverse Effect on the Company (other than subsections (i), Seller (vii), (xi) and (xv) which shall not be qualified by this subclause (ii)) and (iii) for actions described below that would not cause any of the representations and warranties contained in this ARTICLE III (other than this Section 3.7) to be untrue in any material respect, the Company has not, in respect of the Owned Stations and, to the knowledge of Seller, the Purchased Stations: (i) issued, delivered or agreed (conditionally or unconditionally) to issue or deliver, or granted any option, warrant or other right to purchase, any of its capital stock or other equity interest or any security convertible into its capital stock or other equity interest; (ii) paid any obligation or liability (absolute or contingent) other than current liabilities reflected on the Balance Sheet and current liabilities incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice; (iii) undertaken or committed to undertake capital expenditures exceeding $10,000 for any single project or related series of projects; (iv) made charitable donations in excess of $2,000 in the aggregate; (v) sold, leased (as lessor)leased, transferred or otherwise disposed of (including any transfers from Seller the Company to any of its Affiliates), or mortgaged or pledged, or imposed or suffered to be imposed any Encumbrance (other than Permitted Encumbrances) on, any of the assets reflected on the Balance Sheet or the Purchased Stations Balance Sheet or any assets acquired after the Balance Sheet Date relating to the StationsDate, other than personal property having an aggregate value except for sales of less than $50,000 sold or otherwise disposed of inventory in the ordinary course of the business of the Stations which would not reasonably be expected to have a material adverse effect on the business or operations of the Stations and except for Permitted Encumbrancesconsistent with past practice; (iivi) canceled any debts owed to or claims held by the Company (including the settlement of any claims or litigation) or waived any rights of material value; (vii) created, incurred, guaranteed or assumed, or agreed to create, incur, or assume, assumed any indebtedness for borrowed money or entered into any capitalized leases; (other than money borrowed viii) accelerated collection of any note or advances from any of its Affiliates account receivable to a date prior to the date such collection would have occurred in the ordinary course of the business consistent with past practice; (ix) delayed payment of any account payable or other liability of the Stations) Company beyond its due date or entered into (as lessee) any capitalized leases; orthe date when such liability would have been paid in the ordinary course of business consistent with past practice; (iiix) allowed the levels of raw materials, supplies, work-in-process, finished goods or other materials included in its inventory to vary in any material respect from levels customarily maintained; (xi) granted any bonus or other special compensation or increased the compensation or benefits payable or to become payable to any directors, officers or employees, or instituted any material increase in any rate of salary or compensation of any employee of the Stations or otherwise amended any profit sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other employee benefit planplan except for increases required by law; (xii) sold, assigned or transferred any patents, trademarks, service marks, trade names, copyrights, Software (as defined in Section 3.17) (except in the ordinary course of business consistent with past practice), trade secrets or other similar intangible assets, or disclosed any proprietary or confidential information to any person or entity (other than Parent, its Affiliates and agents); (xiii) extended credit other than in the ordinary course of business or permitted any change in credit practices or in the method of maintaining books, accounts or business records; (xiv) declared, set aside or paid any dividend or made any other distribution (whether in cash, stock or other property) to any of the Shareholders in respect of any Company Stock or other securities of the Company; (xv) purchased, redeemed, called for purchase or redemption or otherwise acquired any shares of Company Stock or any other securities of the Company; (xvi) made any write-down of the value of any inventory or write-offs as uncollectible of any notes or accounts receivable except for write-downs and write-offs in the ordinary course of business and consistent with past practice, none of which would reasonably be expected to have a Material Adverse Effect on the Business or the results of operations, properties or condition (financial or otherwise) of the Company; (xvii) except as otherwise contemplated herein, entered into any transaction other than in the ordinary course of business or any transaction (not involving purchases and sales of inventory) including commitments for expenditures in excess of $10,000; (xviii) made any changes in the accounting methods or practices followed by the Company; (xix) entered into or performed any transactions with any of its Affiliates except for transactions in the ordinary course of business and on terms no less favorable than those customarily enjoyed by the Company; (xx) agreed or committed to do or authorized any of the foregoing; or (xxi) prepared or filed any Tax Return inconsistent with past practice or, on any such Tax Return taken any position, made any election, or adopted any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods (including, without limitation, positions, elections or methods which would have the effect of deferring income to periods ending after the Closing Date or accelerating deductions to periods ending on or prior to the Closing Date).

Operations Since Balance Sheet Date. Except as set forth in Schedule 2.5(b)Section 3.5 of the Company Disclosure Schedule, since the Balance Sheet Date, Seller Date the Company has conducted the its business of the Owned Stations and, to the knowledge of Seller, the business of the Purchased Stations has only been conducted, in the ordinary course. Without limiting the generality of the foregoingcourse consistent with past practice, since the Balance Sheet Date, except as set forth in such Schedule, Seller and there has not, in respect of the Owned Stations and, to the knowledge of Seller, the Purchased Stationsnot occurred: (ia) soldany change, leased event, development or condition (as lessor), transferred whether or otherwise disposed of (including any transfers from Seller to any of its Affiliates)not covered by insurance) that has resulted in, or mortgaged could reasonably be expected to result in, a Material Adverse Effect on the Company; (b) any acquisition, sale or pledged, or imposed or suffered to be imposed transfer of any Encumbrance on, any material asset of the assets reflected on the Balance Sheet or the Purchased Stations Balance Sheet or any assets acquired after the Balance Sheet Date relating to the Stations, Company other than personal property having an aggregate value of less than $50,000 sold or otherwise disposed of in the ordinary course of business and consistent with past practice; (c) except as required by GAAP, any material change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the business Company or any revaluation by the Company of any of its assets; (d) any declaration, setting aside, or payment of a dividend or other distribution with respect to the shares of capital stock of the Stations which would not reasonably be expected to have a Company or any direct or indirect redemption, purchase or other acquisition by the Company of any of its shares of capital stock; (e) any Listed Contract entered into by the Company, other than in the ordinary course of business, or any amendment or termination of, or material adverse effect default under, any Listed Contract, or the waiver, release or assignment of any material rights under any Listed Contract; (f) any incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money; (g) any creation or assumption by the Company of any mortgage, lien, pledge, charge, security interest or similar encumbrance of any kind or character on the business or operations of the Stations and except for any material asset, other than Permitted Encumbrances; (h) any condemnation, seizure, damage, destruction or other casualty loss (whether or not covered by insurance) materially and adversely affecting the assets, properties or business of the Company and no such loss is threatened in writing; (i) any capital expenditure, or commitment for a capital expenditure, for additions or improvements to property, plant and equipment in excess of $25,000 individually or $50,000 in the aggregate; (j) except for capital expenditures and commitments referred to in paragraph (i) above, any (i) acquisition, lease, license or other purchase of, or (ii) createddisposition, incurredassignment, transfer, license or other sale of, any material tangible assets or material property or material Intellectual Property in one or more transactions, or assumed, any commitment in respect thereof; (k) a cancellation or agreed to create, incur, compromise of any material debt or assume, claim; (l) any indebtedness for borrowed money settlement or compromise of any pending or threatened Action; (m) any material delay or postponement by the Company in the payment of accounts payable and other than money borrowed or advances from any of its Affiliates in liabilities outside the ordinary course of the business of the Stations) or entered into (as lessee) any capitalized leasesbusiness; or (iiin) granted any negotiation or instituted agreement by the Company to do any material increase in any rate of salary or compensation of any employee of the Stations or any profit sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or things described in the preceding clauses (a) through (m) (other employee benefit planthan negotiations with the Optionee and its representatives regarding the transactions contemplated by this Agreement).

Operations Since Balance Sheet Date. (a) Except as set forth on Schedule 3.7, during the period from the Balance Sheet Date to the date hereof, inclusive, there has been: (i) no Material Adverse Effect on the Company and, to the Knowledge of the Company, no fact or condition exists or is contemplated or threatened which might reasonably be expected to cause a Material Adverse Effect on the Company; and (ii) no damage, destruction, loss or claim made or filed against the Company (whether or not covered by insurance) or condemnation or other taking which will result in a Material Adverse Effect on the Company. (b) Except as set forth on Schedule 2.5(b)3.7, since the Balance Sheet Date, Seller the Company has conducted the business of the Owned Stations and, to the knowledge of Seller, the business of the Purchased Stations has Business only been conducted, in the ordinary coursecourse and in conformity with past practice. Without limiting the generality of the foregoing, since the Balance Sheet Date, except (i) as set forth on Schedule 3.7, (ii) for actions described below that would not result in such Schedulea Material Adverse Effect on the Company (other than subsections (i) and (xiv) which shall not be qualified by this subclause (ii)) and (iii) for any actions described below that would not cause any of the representations and warranties contained in this Article III (other than this Section 3.7) to be untrue in any material respect, Seller the Company has not, in respect of the Owned Stations and, to the knowledge of Seller, the Purchased Stations: (i) issued, delivered or agreed (conditionally or unconditionally) to issue or deliver, or granted any option, warrant or other right to purchase, any of its capital stock or other equity interest or any security convertible into its capital stock or other equity interest; (ii) paid any obligation or liability (absolute or contingent) other than current liabilities reflected on the Balance Sheet and current liabilities incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice; (iii) undertaken or committed to undertake capital expenditures exceeding $10,000 for any single project or related series of projects; (iv) sold, leased (as lessor)leased, transferred or otherwise disposed of (including any transfers from Seller the Company to any of its Affiliates), or mortgaged or pledged, or imposed or suffered to be imposed any Encumbrance (other than Permitted Encumbrances) on, any of the assets reflected on the Balance Sheet or the Purchased Stations Balance Sheet or any assets acquired after the Balance Sheet Date relating to the StationsDate, other than personal property having an aggregate value except for sales of less than $50,000 sold or otherwise disposed of inventory in the ordinary course of the business of the Stations which would not reasonably be expected to have a material adverse effect on the business or operations of the Stations and except for Permitted Encumbrancesconsistent with past practice; (iiv) canceled any debts owed to or claims held by the Company (including the settlement of any claims or litigation) or waived any rights of material value; (vi) created, incurred, guaranteed or assumed, or agreed to create, incur, or assume, assumed any indebtedness for borrowed money or entered into any capitalized leases; (other than money borrowed vii) accelerated collection of any note or advances from any of its Affiliates account receivable to a date prior to the date such collection would have occurred in the ordinary course of the business consistent with past practice; (viii) delayed payment of any account payable or other liability of the Stations) Company beyond its due date or entered into (as lessee) any capitalized leases; orthe date when such liability would have been paid in the ordinary course of business consistent with past practice; (iiiix) allowed the levels of raw materials, supplies, work-in-process, finished goods or other materials included in its inventory to vary in any material respect from levels customarily maintained; (x) except as contemplated by the Transaction Documents, granted any bonus or other special compensation or increased the compensation or benefits payable or to become payable to any directors, officers or employees, or instituted any material increase in any rate of salary or compensation of any employee of the Stations or otherwise amended any profit sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other employee benefit planplan except for increases required by law; (xi) sold, assigned or transferred any patents, trademarks, service marks, trade names, copyrights, Software (as defined in Section 3.17) (except in the ordinary course of business consistent with past practice), trade secrets or other similar intangible assets, or disclosed any proprietary or confidential information to any person or entity (other than Parent, its Affiliates and agents); (xii) extended credit other than in the ordinary course of business or permitted any change in credit practices or in the method of maintaining books, accounts or business records; (xiii) declared, set aside or paid any dividend or made any other distribution (whether in cash, stock or other property) to any of the Shareholders in respect of any Company Common Stock or other securities of the Company; (xiv) purchased, redeemed, called for purchase or redemption or otherwise acquired any shares of Company Common Stock or any other securities of the Company; (xv) made any write-down of the value of any inventory or write-offs as uncollectible of any notes or accounts receivable; (xvi) except as otherwise contemplated herein, entered into any transaction other than in the ordinary course of business or any transaction (not involving purchases and sales of inventory) including commitments for expenditures in excess of $10,000; (xvii) made any changes in the accounting methods or practices followed by the Company; (xviii) agreed or committed to do or authorized any of the foregoing; or (xix) prepared or filed any Tax Return inconsistent with past practice or, on any such Tax Return taken any position, made any election, or adopted any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods (including, without limitation, positions, elections or methods which would have the effect of deferring income to periods ending after the Closing Date or accelerating deductions to periods ending on or prior to the Closing Date).

Operations Since Balance Sheet Date. Except as set forth in Schedule 2.5(b)Section 3.5 of the Company Disclosure Schedule, since the Balance Sheet Date, Seller Date the Company has conducted the its business of the Owned Stations and, to the knowledge of Seller, the business of the Purchased Stations has only been conducted, in the ordinary course. Without limiting the generality of the foregoingcourse consistent with past practice, since the Balance Sheet Date, except as set forth in such Schedule, Seller and there has not, in respect of the Owned Stations and, to the knowledge of Seller, the Purchased Stationsnot occurred: (ia) soldany change, leased event, development or condition (as lessor), transferred whether or otherwise disposed of (including any transfers from Seller to any of its Affiliates)not covered by insurance) that has resulted in, or mortgaged could reasonably be expected to result in, a Material Adverse Effect on the Company; (b) any acquisition, sale or pledged, or imposed or suffered to be imposed transfer of any Encumbrance on, any material asset of the assets reflected on the Balance Sheet or the Purchased Stations Balance Sheet or any assets acquired after the Balance Sheet Date relating to the Stations, Company other than personal property having an aggregate value of less than $50,000 sold or otherwise disposed of in the ordinary course of business and consistent with past practice; (c) except as required by GAAP, any material change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the business Company or any revaluation by the Company of any of its assets; (d) any declaration, setting aside, or payment of a dividend or other distribution with respect to the shares of capital stock of the Stations which would not reasonably be expected to have a Company or any direct or indirect redemption, purchase or other acquisition by the Company of any of its shares of capital stock; [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ****, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] (e) any Listed Contract entered into by the Company, other than in the ordinary course of business, or any amendment or termination of, or material adverse effect default under, any Listed Contract, or the waiver, release or assignment of any material rights under any Listed Contract; (f) any incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money; (g) any creation or assumption by the Company of any mortgage, lien, pledge, charge, security interest or similar encumbrance of any kind or character on the business or operations of the Stations and except for any material asset, other than Permitted Encumbrances; (h) any condemnation, seizure, damage, destruction or other casualty loss (whether or not covered by insurance) materially and adversely affecting the assets, properties or business of the Company and no such loss is threatened in writing; (i) any capital expenditure, or commitment for a capital expenditure, for additions or improvements to property, plant and equipment in excess of $25,000 individually or $50,000 in the aggregate; (j) except for capital expenditures and commitments referred to in paragraph (i) above, any (i) acquisition, lease, license or other purchase of, or (ii) createddisposition, incurredassignment, transfer, license or other sale of, any material tangible assets or material property or material Intellectual Property in one or more transactions, or assumed, any commitment in respect thereof; (k) a cancellation or agreed to create, incur, compromise of any material debt or assume, claim; (l) any indebtedness for borrowed money settlement or compromise of any pending or threatened Action; (m) any material delay or postponement by the Company in the payment of accounts payable and other than money borrowed or advances from any of its Affiliates in liabilities outside the ordinary course of the business of the Stations) or entered into (as lessee) any capitalized leasesbusiness; or (iiin) granted any negotiation or instituted agreement by the Company to do any material increase in any rate of salary or compensation of any employee of the Stations or any profit sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or things described in the preceding clauses (a) through (m) (other employee benefit planthan negotiations with the Optionee and its representatives regarding the transactions contemplated by this Agreement).