Common use of Prior to Closing Clause in Contracts

Prior to Closing. During the period beginning on the Effective Date and ending on the (x) expiration of the Call Period if Monsanto Canada does not exercise the Call Option or (y) Closing if Monsanto Canada exercises the Call Option, and without limiting the covenants set forth in Section 2 with respect to the conduct of the Research Program, without the approval of the Board, including the approval of the Representatives in any event, the Company shall use commercially reasonable efforts to: (A) operate the Company Business in accordance with the Research Plan, (B) preserve intact the business organization of the Company, (C) preserve the current relationships of the Company with customers, suppliers and other Persons with which the Company has significant business relations, and (D) comply with all of the material covenants set forth in the PadCo-Protiva License and Services Agreement. In addition, during such period the Company shall not and Protiva shall cause the Company to not, without the prior written consent of Monsanto Canada, directly or indirectly do, or propose to do, any of the following: (i) waive compliance by Protiva with the PadCo-Protiva License and Services Agreement or the Protiva-Monsanto Services Agreement; (ii) own any stock or other securities of any subsidiary or other corporation, partnership, or other entity; (iii) create any encumbrance on any material assets or properties of the Company (whether tangible or intangible) or the capital stock of the Company; (iv) except as approved by the Board or as contemplated by this Agreement, incur any Indebtedness or guarantee, directly or indirectly, any Indebtedness; (v) issue, transfer, deliver, sell, authorize, pledge or otherwise encumber or propose the issuance of any units, equity interests or other interests, or create, or authorize the creation of any additional class or series of units, equity interests or other interests; (vi) increase the authorized number of any class or series of units, equity interests or other interests; (vii) except as contemplated by this Agreement, distribute any of the Company’s material assets in the form of a dividend; (viii) except for the Transaction Agreements, enter into any transaction or agreement with any Affiliate; (ix) engage in any business other than the Company Business; (x) enter into any transaction or agreement with any third party; (xi) sell, assign, transfer, lease, license, abandon, permit to lapse or otherwise dispose of, or agree to sell, assign, transfer, lease, license, abandon, permit to lapse or otherwise dispose of, any of the material tangible assets of the Company, any material proprietary rights or technology, except as approved by the Board; 18 6503474.12

Prior to Closing. During Buyer shall have fully examined and inspected the period beginning Property and shall have become thoroughly familiar with the condition, status and usability of the same. Buyer is willing to and shall accept the Property "AS IS, WHERE IS" "WITH ALL FAULTS" on the Effective Date and ending on the (x) expiration date of the Call Period if Monsanto Canada does not exercise Closing, subject only to the Call Option or (y) Closing if Monsanto Canada exercises express representations and warranties made by Seller in this Agreement and/or in the Call Optionclosing documents, and without limiting the covenants set forth except for such express representations and warranties (which shall survive Closing as provided in Section 2 with respect to the conduct of the Research Programthis Agreement), without the approval Buyer does hereby waive and release Seller, Seller's agents, employees, officers, directors and stockholders of the Boardand from any and all claims, including the approval demands, liabilities and obligations of the Representatives in any eventwhatsoever kind of nature, the Company shall use commercially reasonable efforts to: (A) operate the Company Business in accordance with the Research Plan, (B) preserve intact the business organization of the Company, (C) preserve the current relationships of the Company with customers, suppliers and other Persons with which the Company has significant business relationsdirect or indirect, and whether contingent, conditional or otherwise, known or unknown, arising under, pursuant to, from or by reason of or in connection with, any and all federal, state and local laws (D) comply with including but not limited to decisional law), statutes, ordinances, rules, regulations, permits, or standards and all Environmental Laws (all of the material covenants set forth in foregoing being herein referred to collectively as "Applicable Laws"). EXCEPT FOR SUCH REPRESENTATIONS AND WARRANTIES, SELLER HAS NOT MADE AND DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES TO BUYER WHATSOEVER, EXPRESS OR IMPLIED, WITH REGARD TO THE CONDITION OR COMPLIANCE OF THE PROPERTY WITH RESPECT TO ANY LAWS GOVERNING ENVIRONMENTAL PROTECTION, POLLUTION CONTROL OR LAND USE OR OTHERWISE CONCERNING THE PROPERTY OR THE FITNESS, MERCHANTABILITY, USE OR CONDITION OF THE PROPERTY OR ANY MATTERS RELATED TO THE SUBJECT TRANSACTION OR THE PROPERTY. This section shall expressly survive the PadCo-Protiva License and Services Agreement. In addition, during such period the Company shall not and Protiva shall cause the Company to not, without the prior written consent of Monsanto Canada, directly or indirectly do, or propose to do, any of the following: (i) waive compliance by Protiva with the PadCo-Protiva License and Services Agreement or the Protiva-Monsanto Services Agreement; (ii) own any stock or other securities of any subsidiary or other corporation, partnership, or other entity; (iii) create any encumbrance on any material assets or properties of the Company (whether tangible or intangible) or the capital stock of the Company; (iv) except as approved by the Board or as contemplated by this Agreement, incur any Indebtedness or guarantee, directly or indirectly, any Indebtedness; (v) issue, transfer, deliver, sell, authorize, pledge or otherwise encumber or propose the issuance of any units, equity interests or other interests, or create, or authorize the creation of any additional class or series of units, equity interests or other interests; (vi) increase the authorized number of any class or series of units, equity interests or other interests; (vii) except as contemplated by this Agreement, distribute any of the Company’s material assets in the form of a dividend; (viii) except for the Transaction Agreements, enter into any transaction or agreement with any Affiliate; (ix) engage in any business other than the Company Business; (x) enter into any transaction or agreement with any third party; (xi) sell, assign, transfer, lease, license, abandon, permit to lapse or otherwise dispose of, or agree to sell, assign, transfer, lease, license, abandon, permit to lapse or otherwise dispose of, any of the material tangible assets of the Company, any material proprietary rights or technology, except as approved by the Board; 18 6503474.12Closing.

Prior to Closing. During Between the period beginning on date of this Agreement and the Effective Date and ending on the (x) expiration of the Call Period if Monsanto Canada does not exercise the Call Option Closing Date, except as expressly permitted by this Agreement, or (y) Closing if Monsanto Canada exercises the Call Option, and without limiting the covenants set forth in Section 2 with respect to the conduct of the Research Program, without the approval of the Board, including the approval of the Representatives in any event, the Company shall use commercially reasonable efforts to: (A) operate the Company Business in accordance with the Research Plan, (B) preserve intact the business organization of the Company, (C) preserve the current relationships of the Company with customers, suppliers and other Persons with which the Company has significant business relations, and (D) comply with all of the material covenants set forth in the PadCo-Protiva License and Services Agreement. In addition, during such period the Company shall not and Protiva shall cause the Company to not, without the prior written consent of Monsanto CanadaBuyer, directly which consent shall not be unreasonably conditioned, withheld or indirectly dodelayed and which shall be deemed given if Buyer does not respond to Seller’s request within five Business Days of receipt thereof, or propose to doSeller shall: (i) maintain the FCC Licenses in full force and effect; (ii) operate the Stations in all material respects in accordance with the FCC Licenses, the Communications Act, the FCC rules and regulations and all applicable Laws; (iii) not adversely modify any of the following: FCC Licenses, except as may be provided in any pending application identified on Schedule 2.7(b); (iv) use commercially reasonable efforts to cause all Liens on the Station Assets, other than Permitted Liens, to be released in full prior to Closing; (v) use commercially reasonable efforts to provide Buyer with any financial information regarding the Stations as is maintained by Seller on a basis not consolidated with other stations and requested by Buyer that is reasonably necessary to satisfy any reporting obligations to the Securities and Exchange Commission or reasonably necessary to obtain acquisition financing for the Stations; (vi) not, other than in the ordinary course of business and consistent with past practice, terminate, rescind, or waive any rights under any Station Contracts; (vii) not enter into any new contracts or agreements in connection with the operation of the Stations (or amend any existing Station Contract) (i) waive compliance by Protiva other than in the ordinary course and consistent with the PadCo-Protiva License past practice and Services Agreement or the Protiva-Monsanto Services Agreement; (ii) own provided that any stock such new contracts or other securities of any subsidiary amendments that are binding after the Closing, except for those contracts or other corporationagreements entered into pursuant to Section 4.2(a)(viii), partnership, or other entity; (iii) create any encumbrance on any material assets or properties of the Company (whether tangible or intangibleSection 4.2(a)(xix) or the capital stock Section 4.5(b), shall require post-Closing payments by Buyer of the Company; less than $250,000 (iv) except as approved by the Board or as contemplated by this Agreement, incur any Indebtedness or guarantee, directly or indirectly, any Indebtedness; (v) issue, transfer, deliver, sell, authorize, pledge or otherwise encumber or propose the issuance of any units, equity interests or other interests, or create, or authorize the creation of any additional class or series of units, equity interests or other interests; (vi) increase the authorized number of any class or series of units, equity interests or other interests; (vii) except as contemplated by this Agreement, distribute any of the Company’s material assets in the form of a dividend; aggregate under such new contracts or amendments); (viii) except for the Transaction Agreementswith respect to Station Employees, enter into any transaction or agreement with any Affiliate; not (ixA) engage in any business grant raises other than raises that would be given in the Company Business; ordinary course of business consistent with past practice in connection with the October 1st focal point review, (B) pay substantial bonuses other than (x) stay bonuses or enhanced severance for which the Buyer has no liability or (y) bonuses contemplated under existing employee arrangements, (C) enter into any transaction new employment agreements that are not terminable at will or agreement with (D) agree to do any third party; of the foregoing; (ix) repair the items and complete the capital projects set forth on Schedule 4.2; (x) notify Buyer promptly (A) if a Station is off the air for a continuous period of 12 hours or more or (B) if a Station’s normal broadcast transmissions are materially impaired for a continuous period of more than 24 hours; (xi) operate the Stations in the ordinary course of business consistent with past practice; (xii) use commercially reasonable efforts to preserve the business and goodwill of the Stations and the Station Assets; (xiii) not change the programming formats of any of the Stations; (xiv) adhere in all material respects to the Stations’ current practices, a summary of which has been delivered to Buyer, with respect to the amount of airtime available to broadcast commercials on the Stations; (xv) maintain the Tangible Personal Property and the Real Property in normal operating condition consistent with Seller’s past practices, ordinary wear and tear excepted; (xvi) maintain the Stations’ inventories of spare parts and supplies in the ordinary course and at levels consistent with past practices; (xvii) not sell, assign, transfer, lease, license, abandon, permit to lapse lease or otherwise dispose of, of or agree to sell, assign, transfer, lease, license, abandon, permit to lapse lease or otherwise dispose of, of any of the material tangible Station Assets, except (A) the ordinary course disposition of items that either are obsolete or unnecessary for the continued operation of the Stations as currently operated or are replaced by assets of comparable or superior utility or (B) pursuant to existing contracts or commitments listed on Schedule 1.1(c), if any, or agree to do any of the Companyforegoing; (xviii) make all capital expenditures with respect to the Stations in the ordinary course in accordance with past practices, any material proprietary rights or technology, except as approved by including those relating to the Boardcapital projects set forth on Schedule 4.2; 18 6503474.12and (xix) make expenditures on market research and promotional activities with respect to the Stations in the ordinary course in accordance with the past practices.

Prior to Closing. During Until the period beginning on Closing, the Effective Date Sellers will (and ending on will cause the Operating Company and Stellar Propane to) during ordinary business hours and upon reasonable oral or written notice furnish Buyer and its Representatives with all financial, operating, engineering and other data and information concerning the Business, the General Partner Interest, the Limited Partner Interest and the Stellar Propane Interest as Buyer from time to time requests and will accord Buyer and its Representatives access to the assets associated with the Business and the Sellers’, the Operating Company’s and Stellar Propane’s books, records, Contracts and Other Agreements and Documents and Other Papers (xincluding Tax Returns filed and those in preparation) expiration and will give such Persons the opportunity to ask questions of, and receive answers from, appropriate Representatives of the Call Period if Monsanto Canada does not exercise Sellers, the Call Option or (y) Closing if Monsanto Canada exercises the Call Option, Operating Company and without limiting the covenants set forth in Section 2 Stellar Propane with respect to the conduct of the Research Program, without the approval of the Board, including the approval of the Representatives in any eventGeneral Partner Interest, the Company shall use commercially reasonable efforts to: Limited Partner Interest, the Stellar Propane Interest, the Business and the assets associated with the Business; provided, however, that (A) operate the Company Business any such activities must be conducted in accordance a manner as not to interfere unreasonably with the Research Planoperation of any of the Sellers, the Operating Company, Stellar Propane or the Excluded Subsidiaries, (B) preserve intact the business organization none of the Sellers, the Operating Company, Stellar Propane or the Excluded Subsidiaries are required to prepare special records, reports, analysis or other information that they do not prepare in the ordinary course of business, (C) preserve the current relationships none of the Company with customersSellers, suppliers and other Persons with which the Company has significant business relationsOperating Company, and Stellar Propane or the Excluded Subsidiaries are required to take any action that would jeopardize the attorney-client privilege, (D) comply with all none of the material covenants set forth Sellers, the Operating Company, Stellar Propane or the Excluded Subsidiaries is required to supply Buyer with any information that such entities are legally prohibited from supplying and (E) all access must be coordinated through Jxxxxx X. Xxxxxxxxx and designees of the Sellers may, in the PadCo-Protiva License sole discretion of the Sellers, accompany the person or persons to whom access is provided as contemplated in this Section 7.1. No investigations by Buyer or its Representatives will reduce or otherwise affect the obligation or liability of the Sellers with respect to any representations, warranties, covenants or agreements made in this Agreement or in any other certificate, instrument, agreement or document executed and Services delivered in connection with this Agreement. In additionPrior to the Closing Date, during such period the Company shall Buyer will not contact any vendors, suppliers, title and Protiva shall cause the Company to notother insurance companies, without the prior written consent of Monsanto Canada, directly employees or indirectly do, or propose to do, any other contracting parties of the following: (i) waive compliance by Protiva with Sellers, the PadCo-Protiva License and Services Agreement Operating Company, Stellar Propane or the Protiva-Monsanto Services Agreement; (ii) own Excluded Subsidiaries with respect to any stock or other securities of any subsidiary or other corporation, partnership, or other entity; (iii) create any encumbrance on any material assets or properties aspect of the Company (whether tangible or intangible) Business or the capital stock of the Company; (iv) except as approved by the Board or as transactions contemplated by this Agreement, incur any Indebtedness without the prior oral or guaranteewritten consent of Jxxxxx X. Xxxxxxxxx, directly or indirectly, any Indebtedness; (v) issue, transfer, deliver, sell, authorize, pledge or otherwise encumber or propose the issuance of any units, equity interests or other interests, or create, or authorize the creation of any additional class or series of units, equity interests or other interests; (vi) increase the authorized number of any class or series of units, equity interests or other interests; (vii) except as contemplated by this Agreement, distribute any on behalf of the Company’s material assets in the form of a dividend; (viii) except for the Transaction AgreementsSellers, enter into any transaction or agreement with any Affiliate; (ix) engage in any business other than the Company Business; (x) enter into any transaction or agreement with any third party; (xi) sell, assign, transfer, lease, license, abandon, permit to lapse or otherwise dispose of, or agree to sell, assign, transfer, lease, license, abandon, permit to lapse or otherwise dispose of, any of the material tangible assets of the Company, any material proprietary rights or technology, except as approved by the Board; 18 6503474.12which consent will not be unreasonably withheld.

Prior to Closing. During Buyer acknowledges and agrees that Parent and Seller have commenced or intend to commence, prior to the period beginning on Closing, an investment bank-led process to explore a Bolt Sale (such process, the Effective Date “Bolt Process”) and, in connection therewith, Seller (either directly or through the Company, Bolt and/or such investment bank) may, from the date hereof until the Closing, (i) solicit proposals for a Bolt Sale, (ii) engage in negotiations and ending on the (x) expiration of the Call Period if Monsanto Canada does not exercise the Call Option discussions with one or (y) Closing if Monsanto Canada exercises the Call Option, and without limiting the covenants set forth in Section 2 more third parties with respect to a Bolt Sale, (iii) furnish information concerning Bolt to third parties in response to proposals or inquiries for a Bolt Sale, (iv) subject to the conduct second to last sentence of this Section 7.14(a) only, enter into any definitive agreement with respect to any Bolt Sale that would result in Bolt Proceeds payable in cash in excess of the Research Program, without the approval of the Board, including the approval of the Representatives in Threshold Bolt Proceeds and (v) consummate any event, the Company such Bolt Sale. The Bolt Process shall use commercially reasonable efforts to: (A) operate the Company Business be conducted in accordance with the Research Plan, (B) preserve intact the business organization of the Company, (C) preserve the current relationships of the Company with customers, suppliers and other Persons with which the Company has significant business relations, and (D) comply with all of the material covenants policies set forth in on the PadCo-Protiva License Bolt Schedule (the “Bolt Policies and Services AgreementProcedures”). In additionNotwithstanding the foregoing, during such period the Company none of Parent, Seller or any of their Subsidiaries shall not and Protiva shall cause the Company enter into a definitive agreement with respect to not, a Bolt Sale without the prior written consent of Monsanto Canada, directly Buyer if such agreement would (w) require the Company or indirectly do, or propose to do, any of the following: its Affiliates (iother than Bolt) waive compliance by Protiva with the PadCo-Protiva License and Services Agreement or the Protiva-Monsanto Services Agreement; (ii) own to agree to any stock or other securities of any subsidiary or other corporation, partnership, or other entity; (iii) create any encumbrance on any material assets or properties of operating restrictions applicable to the Company (whether tangible or intangible) or the capital stock of the Company; (iv) except as approved by the Board or as contemplated by this Agreement, incur any Indebtedness or guarantee, directly or indirectly, any Indebtedness; (v) issue, transfer, deliver, sell, authorize, pledge or otherwise encumber or propose the issuance of any units, equity interests or other interests, or create, or authorize the creation of any additional class or series of units, equity interests or other interests; (vi) increase the authorized number of any class or series of units, equity interests or other interests; (vii) except as contemplated by this Agreement, distribute any of the Company’s material assets in the form of a dividend; its Affiliates (viii) except for the Transaction Agreements, enter into any transaction or agreement with any Affiliate; (ix) engage in any business other than Bolt) after the Company Business; Closing (other than customary confidentiality and/or employee non-solicitation restrictions), (x) enter require the Company or any of its Affiliates (other than Bolt) to agree to any recourse after the Closing in excess of an escrow amount, holdback or similar amount (other than with respect to customary indemnity obligations relating to performance of customary covenants), or (y) provide for Bolt to be sold for a price that is payable in consideration other than cash or that, in the good faith judgment of Buyer, would cause the Bolt Proceeds with respect to the Bolt Sale to be less than zero. Prior to the Closing, Parent and Seller shall keep Buyer reasonably informed of any material developments and events relating to the Bolt Process and any Bolt Sale and shall reasonably consult with Buyer with respect to the terms and conditions of any Bolt Sale prior to entering into any transaction or a definitive agreement with any third party; (xi) sell, assign, transfer, lease, license, abandon, permit respect to lapse or otherwise dispose of, or agree to sell, assign, transfer, lease, license, abandon, permit to lapse or otherwise dispose of, any of the material tangible assets of the Company, any material proprietary rights or technology, except as approved by the Board; 18 6503474.12such Bolt Sale.

Prior to Closing. During Until the period beginning on Closing, the Effective Date Sellers will (and ending on will cause the Operating Company and Stellar Propane to) during ordinary business hours and upon reasonable oral or written notice furnish Buyer and its Representatives with all financial, operating, engineering and other data and information concerning the Business, the General Partner Interest, the Limited Partner Interest and the Stellar Propane Interest as Buyer from time to time requests and will accord Buyer and its Representatives access to the assets associated with the Business and the Sellers’, the Operating Company’s and Stellar Propane’s books, records, Contracts and Other Agreements and Documents and Other Papers (xincluding Tax Returns filed and those in preparation) expiration and will give such Persons the opportunity to ask questions of, and receive answers from, appropriate Representatives of the Call Period if Monsanto Canada does not exercise Sellers, the Call Option or (y) Closing if Monsanto Canada exercises the Call Option, Operating Company and without limiting the covenants set forth in Section 2 Stellar Propane with respect to the conduct of the Research Program, without the approval of the Board, including the approval of the Representatives in any eventGeneral Partner Interest, the Company shall use commercially reasonable efforts to: Limited Partner Interest, the Stellar Propane Interest, the Business and the assets associated with the Business; provided, however, that (A) operate the Company Business any such activities must be conducted in accordance a manner as not to interfere unreasonably with the Research Planoperation of any of the Sellers, the Operating Company, Stellar Propane or the Excluded Subsidiaries, (B) preserve intact the business organization none of the Sellers, the Operating Company, Stellar Propane or the Excluded Subsidiaries are required to prepare special records, reports, analysis or other information that they do not prepare in the ordinary course of business, (C) preserve the current relationships none of the Company with customersSellers, suppliers and other Persons with which the Company has significant business relationsOperating Company, and Stellar Propane or the Excluded Subsidiaries are required to take any action that would jeopardize the attorney-client privilege, (D) comply with all none of the material covenants set forth Sellers, the Operating Company, Stellar Propane or the Excluded Subsidiaries is required to supply Buyer with any information that such entities are legally prohibited from supplying and (E) all access must be coordinated through Xxxxxx X. Xxxxxxxxx and designees of the Sellers may, in the PadCo-Protiva License sole discretion of the Sellers, accompany the person or persons to whom access is provided as contemplated in this Section 7.1. No investigations by Buyer or its Representatives will reduce or otherwise affect the obligation or liability of the Sellers with respect to any representations, warranties, covenants or agreements made in this Agreement or in any other certificate, instrument, agreement or document executed and Services delivered in connection with this Agreement. In additionPrior to the Closing Date, during such period the Company shall Buyer will not contact any vendors, suppliers, title and Protiva shall cause the Company to notother insurance companies, without the prior written consent of Monsanto Canada, directly employees or indirectly do, or propose to do, any other contracting parties of the following: (i) waive compliance by Protiva with Sellers, the PadCo-Protiva License and Services Agreement Operating Company, Stellar Propane or the Protiva-Monsanto Services Agreement; (ii) own Excluded Subsidiaries with respect to any stock or other securities of any subsidiary or other corporation, partnership, or other entity; (iii) create any encumbrance on any material assets or properties aspect of the Company (whether tangible or intangible) Business or the capital stock of the Company; (iv) except as approved by the Board or as transactions contemplated by this Agreement, incur any Indebtedness without the prior oral or guaranteewritten consent of Xxxxxx X. Xxxxxxxxx, directly or indirectly, any Indebtedness; (v) issue, transfer, deliver, sell, authorize, pledge or otherwise encumber or propose the issuance of any units, equity interests or other interests, or create, or authorize the creation of any additional class or series of units, equity interests or other interests; (vi) increase the authorized number of any class or series of units, equity interests or other interests; (vii) except as contemplated by this Agreement, distribute any on behalf of the Company’s material assets in the form of a dividend; (viii) except for the Transaction AgreementsSellers, enter into any transaction or agreement with any Affiliate; (ix) engage in any business other than the Company Business; (x) enter into any transaction or agreement with any third party; (xi) sell, assign, transfer, lease, license, abandon, permit to lapse or otherwise dispose of, or agree to sell, assign, transfer, lease, license, abandon, permit to lapse or otherwise dispose of, any of the material tangible assets of the Company, any material proprietary rights or technology, except as approved by the Board; 18 6503474.12which consent will not be unreasonably withheld.

Prior to Closing. During the period beginning on the Effective Date and ending on the (x) expiration of the Call Period if Monsanto Canada does not exercise the Call Option or (y) Closing if Monsanto Canada exercises the Call Option, and without limiting the covenants set forth in Section 2 with respect to the conduct of the Research Program, without the approval of the Board, including the approval of the Representatives in any event, the Company shall use commercially reasonable efforts to: (A) operate the Company Business in accordance with the Research Plan, (B) preserve intact the business organization of the Company, (C) preserve the current relationships of the Company with customers, suppliers and other Persons with which the Company has significant business relations, and (D) comply with all of the material covenants set forth in the PadCo-Protiva License and Services Agreement. In addition, during such period the Company shall not and Protiva shall cause the Company to not, without the prior written consent of Monsanto Canada, directly or indirectly do, or propose to do, any of the following: : (i) waive compliance by Protiva with the PadCo-Protiva License and Services Agreement or the Protiva-Monsanto Services Agreement; ; (ii) own any stock or other securities of any subsidiary or other corporation, partnership, or other entity; ; (iii) create any encumbrance on any material assets or properties of the Company (whether tangible or intangible) or the capital stock of the Company; ; (iv) except as approved by the Board or as contemplated by this Agreement, incur any Indebtedness or guarantee, directly or indirectly, any Indebtedness; ; (v) issue, transfer, deliver, sell, authorize, pledge or otherwise encumber or propose the issuance of any units, equity interests or other interests, or create, or authorize the creation of any additional class or series of units, equity interests or other interests; ; (vi) increase the authorized number of any class or series of units, equity interests or other interests; ; (vii) except as contemplated by this Agreement, distribute any of the Company’s material assets in the form of a dividend; ; (viii) except for the Transaction Agreements, enter into any transaction or agreement with any Affiliate; ; (ix) engage in any business other than the Company Business; ; (x) enter into any transaction or agreement with any third party; ; (xi) sell, assign, transfer, lease, license, abandon, permit to lapse or otherwise dispose of, or agree to sell, assign, transfer, lease, license, abandon, permit to lapse or otherwise dispose of, any of the material tangible assets of the Company, any material proprietary rights or technology, except as approved by the Board; (xii) sell, assign, transfer, lease, sublicense, abandon, permit to lapse or otherwise dispose of, or agree to sell, assign, transfer, lease, sublicense, abandon, permit to lapse or otherwise dispose of, any of the Company’s rights in, to, or under the Protiva License or any of Protiva’s rights in the capital stock of the Company; (xiii) acquire (by merger, consolidation or combination, or acquisition of stock or assets) any corporation, partnership or other business organization or division or material portion of the assets thereof, except acquisitions of inventory and supplies in the ordinary course of business consistent with past practice; (xiv) make any change in any method of financial accounting or financial accounting practice used by the Company, other than such changes as are required by GAAP; (xv) except in accordance with generally accepted accounting principles in Canada, consistently applied, make any change to (1) the Company’s normal month to month accounting practices and policies, including those relating to the collection of accounts receivable, the payment of accounts payable or other similar Liabilities of the Company or (2) the application of such policies; (xvi) (1) hire any employee, (2) enter into or amend any employment, deferred compensation, severance or similar contract, (3) incur any obligation to compensate any member of the Board or officer of the Company, (4) pay or make provision for the payment of any bonus, profit sharing, deferred compensation, pension, retirement, severance or other similar payment or arrangement to any employee, or any member of the Board, officer of the Company or any of its Affiliates, (5) adopt any employee benefit plan, or (6) make any loans to any officer, member of the Board, Affiliate, agent, representative or consultant of the Company (other than advances to cover business expenses in the ordinary course of business) or make any change in any existing borrowing or lending arrangement for or on behalf of any of such Persons; (xvii) amend the Company’s organizational documents; (xviii) make any loans, advances or capital contributions to, or investments in, any other Person, other than advances to cover business expenses in the ordinary course of business; (xix) liquidate, dissolve or effect a recapitalization or reorganization in any form of transaction; (xx) (1) declare or pay any dividends on, or make any other distributions (whether in cash, stock or property) in respect of, any securities, (2) split, combine or reclassify any of its securities, (3) effect a recapitalization, (4) issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for units, equity interests or similar interests, or (5) except as contemplated by this Agreement, repurchase or otherwise acquire or offer to redeem or otherwise acquire, directly or indirectly, any units, equity interests or similar interests; (xxi) create, incur, assume, suffer to exist or otherwise be liable with respect to any debt other than on terms that allow for prepayment at any time; (xxii) commence, settle, or offer or propose to settle, any (1) material action, or (2) action that relates to the transactions contemplated by this Agreement; (xxiii) enter into, or allow any Affiliate to enter into any agreement, license or other similar arrangement that restricts the Company’s performance of its obligations under the Transaction Agreements; 18 6503474.12or (xxiv) authorize, commit, enter into or offer to enter into, any contract or agreement to take or cause to be taken any of the actions prohibited by this Section 7(d).

Prior to Closing. During the period beginning on the Effective Date and ending on the (x) expiration of the Call Period if Monsanto Canada does not exercise the Call Option or (y) Closing if Monsanto Canada exercises the Call Option, and without limiting the covenants set forth in Section 2 with respect to the conduct of the Research Program, without the approval of the Board, including the approval of the Representatives in any event, the Company shall use commercially reasonable efforts to: (A) operate the Company Business in accordance with the Research Plan, (B) preserve intact the business organization of the Company, (C) preserve the current relationships of the Company with customers, suppliers and other Persons with which the Company has significant business relations, and (D) comply with all of the material covenants set forth in the PadCo-Protiva License and Services Agreement. In addition, during such period the Company shall not and Protiva shall cause the Company to not, without the prior written consent of Monsanto Canada, directly or indirectly do, or propose to do, any of the following: : (i) waive compliance by Protiva with the PadCo-Protiva License and Services Agreement or the Protiva-Monsanto Services Agreement; ; (ii) own any stock or other securities of any subsidiary or other corporation, partnership, or other entity; ; (iii) create any encumbrance on any material assets or properties of the Company (whether tangible or intangible) or the capital stock of the Company; ; (iv) except as approved by the Board or as contemplated by this Agreement, incur any Indebtedness or guarantee, directly or indirectly, any Indebtedness; ; (v) issue, transfer, deliver, sell, authorize, pledge or otherwise encumber or propose the issuance of any units, equity interests or other interests, or create, or authorize the creation of any additional class or series of units, equity interests or other interests; ; (vi) increase the authorized number of any class or series of units, equity interests or other interests; ; (vii) except as contemplated by this Agreement, distribute any of the Company’s material assets in the form of a dividend; ; (viii) except for the Transaction Agreements, enter into any transaction or agreement with any Affiliate; ; (ix) engage in any business other than the Company Business; ; (x) enter into any transaction or agreement with any third party; ; (xi) sell, assign, transfer, lease, license, abandon, permit to lapse or otherwise dispose of, or agree to sell, assign, transfer, lease, license, abandon, permit to lapse or otherwise dispose of, any of the material tangible assets of the Company, any material proprietary rights or technology, except as approved by the Board; 18 6503474.12 (xii) sell, assign, transfer, lease, sublicense, abandon, permit to lapse or otherwise dispose of, or agree to sell, assign, transfer, lease, sublicense, abandon, permit to lapse or otherwise dispose of, any of the Company’s rights in, to, or under the Protiva License or any of Protiva’s rights in the capital stock of the Company; (xiii) acquire (by merger, consolidation or combination, or acquisition of stock or assets) any corporation, partnership or other business organization or division or material portion of the assets thereof, except acquisitions of inventory and supplies in the ordinary course of business consistent with past practice; (xiv) make any change in any method of financial accounting or financial accounting practice used by the Company, other than such changes as are required by GAAP; (xv) except in accordance with generally accepted accounting principles in Canada, consistently applied, make any change to (1) the Company’s normal month to month accounting practices and policies, including those relating to the collection of accounts receivable, the payment of accounts payable or other similar Liabilities of the Company or (2) the application of such policies; (1) hire any employee, (2) enter into or amend any employment, deferred compensation, severance or similar contract, (3) incur any obligation to compensate any member of the Board or officer of the Company, (4) pay or make provision for the payment of any bonus, profit sharing, deferred compensation, pension, retirement, severance or other similar payment or arrangement to any employee, or any member of the Board, officer of the Company or any of its Affiliates, (5) adopt any employee benefit plan, or (6) make any loans to any officer, member of the Board, Affiliate, agent, representative or consultant of the Company (other than advances to cover business expenses in the ordinary course of business) or make any change in any existing borrowing or lending arrangement for or on behalf of any of such Persons; (xvii) amend the Company’s organizational documents; (xviii) make any loans, advances or capital contributions to, or investments in, any other Person, other than advances to cover business expenses in the ordinary course of business; (xix) liquidate, dissolve or effect a recapitalization or reorganization in any form of transaction; (xx) (1) declare or pay any dividends on, or make any other distributions (whether in cash, stock or property) in respect of, any securities, (2) split, combine or reclassify any of its securities, (3) effect a recapitalization, (4) issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for units, equity interests or similar interests, or (5) except as contemplated by this Agreement, repurchase or otherwise acquire or offer to redeem or otherwise acquire, directly or indirectly, any units, equity interests or similar interests; 6503474.12 (xxi) create, incur, assume, suffer to exist or otherwise be liable with respect to any debt other than on terms that allow for prepayment at any time; (xxii) commence, settle, or offer or propose to settle, any (1) material action, or (2) action that relates to the transactions contemplated by this Agreement; (xxiii) enter into, or allow any Affiliate to enter into any agreement, license or other similar arrangement that restricts the Company’s performance of its obligations under the Transaction Agreements; or (xxiv) authorize, commit, enter into or offer to enter into, any contract or agreement to take or cause to be taken any of the actions prohibited by this Section 7(d).

Prior to Closing. During Seller and Buyer covenant and agree not to communicate the period beginning on terms or any aspect of this Agreement and the Effective Date transactions contemplated hereby to any person or entity and ending on to hold, in the strictest confidence, the content of all information regarding the Project made available to Buyer by Seller or Seller’s agents or representatives, or any Confidential Information (xas defined in Section 6.1) expiration of the Call Period if Monsanto Canada that is supplied by Seller to Buyer or by Buyer to Seller and which is not or does not exercise the Call Option or (y) Closing if Monsanto Canada exercises the Call Option, and without limiting the covenants set forth in Section 2 with respect to the conduct of the Research Programbecome publicly available, without the approval express written consent of the Boardother party; provided, including however, that either party may disclose the approval terms hereof and the transactions contemplated hereby (a) to its respective advisors, consultants, investors, mortgage broker, attorneys, accountants and lenders, all actual or prospective (the “Transaction Parties”) without the express written consent of the Representatives in other party, so long as any event, the Company such Transaction Parties to whom disclosure is made shall use commercially reasonable efforts to: (A) operate the Company Business also agree to keep all such information confidential in accordance with the Research Planterms hereof and (b) if disclosure is required by law or by regulatory or judicial process, provided that in such event Seller or Buyer, as applicable, shall notify the other party in writing of such required disclosure, shall exercise all commercially reasonable efforts to preserve the confidentiality of the confidential documents or information, as the case may be, including, without limitation, reasonably cooperating with the other party to obtain an appropriate order or other reliable assurance that confidential treatment will be accorded such confidential documents or information, as the case may be, by such tribunal and shall disclose only that portion of the confidential documents or information which it is legally required to disclose. Notwithstanding anything in this Section 12.2 to the contrary, Buyer and its counsel, attorneys and advisors shall be entitled to disclose any of the foregoing information (i) to the extent required by applicable law, including, without limitation, the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”), or any stock exchange applicable to Buyer and its affiliates, (Bii) preserve intact to the business organization extent Buyer’s counsel, attorneys or advisors determines appropriate, in any prospectus, report or other filing made by Buyer or its affiliates with the SEC or any stock exchange to which Buyer or any affiliate is subject, or (iii) in any press release in connection with a disclosure under items (i) or (ii) above; provided, however, under no circumstances shall Buyer disclose to any third party, other than the Transaction Parties, the identity of the Company, (C) preserve the current relationships of the Company with customers, suppliers and other Persons with which the Company has significant business relations, and (D) comply with all of the material covenants set forth in the PadCo-Protiva License and Services AgreementSeller. In addition, during such period the Company Seller shall not contact or conduct negotiations with public officials regarding this Agreement or the transactions contemplated hereby without the express written consent of Buyer, which may be withheld in Buyer’s sole discretion. The foregoing confidentiality obligations shall not apply to the extent that any such information is a matter of public record or is provided in other sources readily available to the real estate industry other than as a result of disclosure by Seller or Buyer, as applicable, or the Transaction Parties. Buyer and Protiva Seller shall cause consult with each other in good faith prior to making any public statements with respect to this Agreement and the Company transactions contemplated hereby and, except as otherwise may be required pursuant to notapplicable law, Buyer and Seller shall not make any public statements, including, without limitation, any press releases, with respect to this Agreement and the transactions contemplated hereby which identifies the other party, without the prior written consent of Monsanto Canadathe other party, directly or indirectly dowhich consent shall not be unreasonably withheld. Buyer and Seller each hereby indemnify the other against, or propose to doand hold the other harmless from, any and all claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) arising in connection with their respective obligations under this Section 12.2. Upon Closing, the above confidentiality restrictions shall be void and of no further force and effect, provided, however, that subsequent to Closing, neither Seller nor Buyer may use the following: (i) waive compliance by Protiva with other’s name in any disclosure without such other party’s consent, not to be unreasonably withheld. If this Agreement is terminated for any reason, the PadCo-Protiva License provisions of this Section 12.2 shall survive the termination of this Agreement for a period of one year, and Services Agreement or the Protiva-Monsanto Services Agreement; (ii) own any stock or other securities of any subsidiary or other corporationSeller, partnership, or other entity; (iii) create any encumbrance on any material assets or properties of the Company (whether tangible or intangible) or the capital stock of the Company; (iv) except as approved by the Board or as contemplated by this Agreement, incur any Indebtedness or guarantee, directly or indirectly, any Indebtedness; (v) issue, transfer, deliver, sell, authorize, pledge or otherwise encumber or propose the issuance of any units, equity interests or other interests, or create, or authorize the creation of any additional class or series of units, equity interests or other interests; (vi) increase the authorized number of any class or series of units, equity interests or other interests; (vii) except as contemplated by this Agreement, distribute any of the Company’s material assets in the form of a dividend; (viii) except for Buyer and the Transaction AgreementsParties will use all commercially reasonable efforts to destroy, enter into any transaction or agreement upon request, all documents and other materials, and all copies thereof, obtained thereby in connection with any Affiliate; (ix) engage in any business other than the Company Business; (x) enter into any transaction or agreement with any third party; (xi) sell, assign, transfer, lease, license, abandon, permit this Agreement that are subject to lapse or otherwise dispose of, or agree to sell, assign, transfer, lease, license, abandon, permit to lapse or otherwise dispose of, any of the material tangible assets of the Company, any material proprietary rights or technology, except as approved by the Board; 18 6503474.12such confidence.

Prior to Closing. During the period beginning on the Effective Date and ending on the (x) expiration of the Call Period if Monsanto Canada does not exercise the Call Option or (y) Closing if Monsanto Canada exercises the Call Option, and without limiting the covenants set forth in Section 2 with respect to the conduct of the Research Program, without the approval of the Board, including the approval of the Representatives in any event, the Company shall use commercially reasonable efforts to: (A) operate the Company Business in accordance with the Research Plan, (B) preserve intact the business organization of the Company, (C) preserve the current relationships of the Company with customers, suppliers and other Persons with which the Company has significant business relations, and (D) comply with all of the material covenants set forth in the PadCo-Protiva License and Services Agreement. In addition, during such period the Company shall not and Protiva shall cause the Company to not, without the prior written consent of Monsanto Canada, directly or indirectly do, or propose to do, any of the following: : (i) waive compliance by Protiva with the PadCo-Protiva License and Services Agreement or the Protiva-Monsanto Services Agreement; ; (ii) own any stock or other securities of any subsidiary or other corporation, partnership, or other entity; ; (iii) create any encumbrance on any material assets or properties of the Company (whether tangible or intangible) or the capital stock of the Company; ; (iv) except as approved by the Board or as contemplated by this Agreement, incur any Indebtedness or guarantee, directly or indirectly, any Indebtedness; ; (v) issue, transfer, deliver, sell, authorize, pledge or otherwise encumber or propose the issuance of any units, equity interests or other interests, or create, or authorize the creation of any additional class or series of units, equity interests or other interests; ; (vi) increase the authorized number of any class or series of units, equity interests or other interests; ; (vii) except as contemplated by this Agreement, distribute any of the Company’s material assets in the form of a dividend; ; (viii) except for the Transaction Agreements, enter into any transaction or agreement with any Affiliate; ; (ix) engage in any business other than the Company Business; ; (x) enter into any transaction or agreement with any third party; ; (xi) sell, assign, transfer, lease, license, abandon, permit to lapse or otherwise dispose of, or agree to sell, assign, transfer, lease, license, abandon, permit to lapse or otherwise dispose of, any of the material tangible assets of the Company, any material proprietary rights or technology, except as approved by the Board; (xii) sell, assign, transfer, lease, sublicense, abandon, permit to lapse or otherwise dispose of, or agree to sell, assign, transfer, lease, sublicense, abandon, permit to lapse or otherwise dispose of, any of the Company’s rights in, to, or under the Protiva License or any of Protiva’s rights in the capital stock of the Company; (xiii) acquire (by merger, consolidation or combination, or acquisition of stock or assets) any corporation, partnership or other business organization or division or material portion of the assets thereof, except acquisitions of inventory and supplies in the ordinary course of business consistent with past practice; (xiv) make any change in any method of financial accounting or financial accounting practice used by the Company, other than such changes as are required by GAAP; (xv) except in accordance with generally accepted accounting principles in Canada, consistently applied, make any change to (1) the Company’s normal month to month accounting practices and policies, including those relating to the collection of accounts receivable, the payment of accounts payable or other similar Liabilities of the Company or (2) the application of such policies; (1) hire any employee, (2) enter into or amend any employment, deferred compensation, severance or similar contract, (3) incur any obligation to compensate any member of the Board or officer of the Company, (4) pay or make provision for the payment of any bonus, profit sharing, deferred compensation, pension, retirement, severance or other similar payment or arrangement to any employee, or any member of the Board, officer of the Company or any of its Affiliates, (5) adopt any employee benefit plan, or (6) make any loans to any officer, member of the Board, Affiliate, agent, representative or consultant of the Company (other than advances to cover business expenses in the ordinary course of business) or make any change in any existing borrowing or lending arrangement for or on behalf of any of such Persons; (xvii) amend the Company’s organizational documents; (xviii) make any loans, advances or capital contributions to, or investments in, any other Person, other than advances to cover business expenses in the ordinary course of business; (xix) liquidate, dissolve or effect a recapitalization or reorganization in any form of transaction; (xx) (1) declare or pay any dividends on, or make any other distributions (whether in cash, stock or property) in respect of, any securities, (2) split, combine or reclassify any of its securities, (3) effect a recapitalization, (4) issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for units, equity interests or similar interests, or (5) except as contemplated by this Agreement, repurchase or otherwise acquire or offer to redeem or otherwise acquire, directly or indirectly, any units, equity interests or similar interests; (xxi) create, incur, assume, suffer to exist or otherwise be liable with respect to any debt other than on terms that allow for prepayment at any time; (xxii) commence, settle, or offer or propose to settle, any (1) material action, or (2) action that relates to the transactions contemplated by this Agreement; (xxiii) enter into, or allow any Affiliate to enter into any agreement, license or other similar arrangement that restricts the Company’s performance of its obligations under the Transaction Agreements; 18 6503474.12or (xxiv) authorize, commit, enter into or offer to enter into, any contract or agreement to take or cause to be taken any of the actions prohibited by this Section 7(d).

Prior to Closing. During Sellers shall cause the period beginning on the Effective Date Target to (i) give Buyer and ending on the (x) expiration its authorized representatives reasonable access to all books, records, personnel, offices and other facilities and properties of the Call Period if Monsanto Canada does not exercise Target, (ii) permit Buyer to make such copies and inspections thereof as Buyer may reasonably request and (iii) cause the Call Option or (y) Closing if Monsanto Canada exercises officers of the Call Option, Target to furnish Buyer with such financial and without limiting the covenants set forth in Section 2 operating data and other information with respect to the conduct business and properties of the Research ProgramTarget as Buyer may from time to time reasonably request; provided, without however, that any such access shall be conducted at Buyer's expense, at a reasonable time, under the approval supervision of the Board, including Target's personnel and in such a manner as to maintain the approval confidentiality of this Agreement and the transactions contemplated hereby and not to interfere with the normal operation of the Representatives in any event, the Company shall use commercially reasonable efforts to: (A) operate the Company Business in accordance with the Research Plan, (B) preserve intact the business organization of the CompanyTarget. Notwithstanding anything contained in this or any other agreement between Buyer and the Target executed prior to the date hereof, (C) preserve the current relationships of the Company with customers, suppliers and other Persons with which the Company has significant business relations, and (D) comply with all of the material covenants set forth in the PadCo-Protiva License and Services Agreement. In addition, during nothing herein shall require either any Seller or Target to disclose any information to Buyer if such period the Company shall not and Protiva shall cause the Company to not, without the prior written consent of Monsanto Canada, directly or indirectly do, or propose to do, any of the following: disclosure would (i) waive compliance by Protiva with the PadCojeopardize any attorney-Protiva License and Services Agreement client or the Protiva-Monsanto Services Agreement; other legal privilege, or (ii) own contravene any stock applicable laws, fiduciary duty or other securities binding agreement entered into prior to the date of this Agreement (including any subsidiary confidentiality agreement to which any Seller, Target or other corporationany of their respective Affiliates is a party) and, partnershipin each such case, or other entity; (iii) create any encumbrance on any material assets or properties Target gives Buyer notice of such non-disclosure. The provisions of the Company Confidentiality Agreement shall remain binding and in full force and effect until the Closing. The information contained herein, in the Disclosure Schedule or delivered to Buyer or its authorized representatives pursuant hereto shall be subject to the Confidentiality Agreement (whether tangible or intangibleas "Confidential Information" (as defined, and subject to the exceptions contained, therein)) or until the capital stock Closing and, for that purpose and to that extent, the terms of the Company; Confidentiality Agreement are incorporated herein by reference. Buyer and Sellers shall cause their consultants, advisors and representatives to treat the terms of this Agreement after the date hereof as strictly confidential (iv) except as approved unless compelled to disclose by the Board judicial or as contemplated by this Agreementadministrative process or, incur any Indebtedness or guarantee, directly or indirectly, any Indebtedness; (v) issue, transfer, deliver, sell, authorize, pledge or otherwise encumber or propose the issuance of any units, equity interests or other interests, or create, or authorize the creation of any additional class or series of units, equity interests or other interests; (vi) increase the authorized number of any class or series of units, equity interests or other interests; (vii) except as contemplated by this Agreement, distribute any of the Company’s material assets in the form opinion of a dividend; (viii) except for the Transaction Agreementslegal counsel, enter into any transaction or agreement with any Affiliate; (ix) engage in any business by other than the Company Business; (x) enter into any transaction or agreement with any third party; (xi) sell, assign, transfer, lease, license, abandon, permit to lapse or otherwise dispose of, or agree to sell, assign, transfer, lease, license, abandon, permit to lapse or otherwise dispose of, any requirements of the material tangible assets of the Company, any material proprietary rights or technology, except as approved by the Board; 18 6503474.12law).

Prior to Closing. During Except as arising from the period beginning on the Effective Date and ending on the (x) expiration of the Call Period if Monsanto Canada does not exercise the Call Option LMA or (y) Closing if Monsanto Canada exercises the Call Optionas expressly permitted by this Agreement, and without limiting the covenants set forth in Section 2 or with respect to the conduct of the Research Program, without the approval of the Board, including the approval of the Representatives in any event, the Company shall use commercially reasonable efforts to: (A) operate the Company Business in accordance with the Research Plan, (B) preserve intact the business organization of the Company, (C) preserve the current relationships of the Company with customers, suppliers and other Persons with which the Company has significant business relations, and (D) comply with all of the material covenants set forth in the PadCo-Protiva License and Services Agreement. In addition, during such period the Company shall not and Protiva shall cause the Company to not, without the prior written consent of Monsanto CanadaBuyer, directly which consent shall not be unreasonably withheld, conditioned or indirectly dodelayed, or propose to doSeller shall: (i) maintain the FCC Licenses in full force and effect; (ii) operate the Station in the ordinary course of business consistent with past practice, and in all material respects in accordance with the FCC Licenses, the Communications Act, the FCC Rules, and all other applicable Laws; (iii) not adversely modify any of the following: (i) waive compliance by Protiva with the PadCo-Protiva License and Services Agreement or the Protiva-Monsanto Services Agreement; (ii) own any stock or other securities of any subsidiary or other corporation, partnership, or other entity; (iii) create any encumbrance on any material assets or properties of the Company (whether tangible or intangible) or the capital stock of the Company; FCC Licenses; (iv) except as approved by cause all Liens on the Board Station Assets, other than Permitted Liens, to be released in full at or as contemplated by this Agreement, incur any Indebtedness or guarantee, directly or indirectly, any Indebtedness; prior to Closing; (v) issue, transfer, deliver, sell, authorize, pledge or otherwise encumber or propose the issuance of provide Buyer with any units, equity interests financial or other interests, or create, or authorize information regarding the creation of any additional class or series of units, equity interests or other interests; Station maintained by Seller and requested by Buyer that is reasonably necessary to satisfy Buyer’s lenders; (vi) increase not, other than in the authorized number ordinary course of business and consistent with past practice, terminate, rescind, or waive any class or series of unitsrights under any Station Contracts, equity interests or other interests; and shall not be in material default under any Station Contract; (vii) except as contemplated by this Agreementnot, distribute any of the Company’s material assets other than in the form ordinary course of a dividend; (viii) except for the Transaction Agreementsbusiness and consistent with past practice, enter into any transaction new contracts or agreement agreements in connection with the operation of the Station that would be assumed by Buyer at Closing or amend any Affiliate; Station Contract in any material respect; (viii) notify Buyer promptly (A) if the Station is off the air for a continuous period of six (6) hours or more or (B) if the Station’s normal broadcast transmissions are materially impaired for a continuous period of more than twelve (12) hours; (ix) engage maintain the Tangible Personal Property in any business other than the Company Business; normal operating condition consistent with Seller’s past practices, ordinary wear and tear excepted; (x) enter into any transaction or agreement maintain the Station’s inventories of spare parts and supplies in the ordinary course and at levels consistent with any third party; past practices; (xi) not sell, assign, transfer, lease, license, abandon, permit to lapse lease or otherwise dispose of, of or agree to sell, assign, transfer, lease, license, abandon, permit to lapse lease or otherwise dispose of, of any of the material tangible Station Assets, except (A) the ordinary course disposition of items that either are obsolete or unnecessary for the continued operation of the Station as currently operated or are replaced by assets of comparable or superior utility or (B) pursuant to Station Contracts listed on Schedule 1.1(c); (xii) make all capital expenditures with respect to the CompanyStation in the ordinary course in accordance with past practices; (xiii) not, other than in de minimis amounts, enter into, or extend or renew, any trade or barter agreements, or other agreements for the sale of advertising time other than for cash consideration, nor make any material proprietary rights change in the customary advertising load of the Station; (xiv) notify Buyer of the expiration of, or technologyexercisable renewal options arising under, except any Station Contracts, and exercise such renewal options if reasonably necessary for the continued operation of the Station as approved by the Boardcurrently conducted; 18 6503474.12and (xv) use its commercially reasonable efforts to have existing trade and barter agreements concluded prior to Closing.

Prior to Closing. During Summit shall not (i) agree to or permit any amendment, supplement or other modification of, or waive any of its rights under, the period beginning on Debt Commitment Letter, any Debt Financing Agreements or any other definitive agreements or documents related to the Effective Date and ending on the Debt Financing or (xii) expiration substitute other debt financing for all or any portion of the Call Period if Monsanto Canada does Debt Financing from the same or Alternative Financing sources, in each case, without Cementos’s prior written consent (such consent not exercise to be unreasonably withheld, conditioned or delayed), except, solely in the Call Option case of the Debt Commitment Letter, any Debt Financing Agreements or (y) Closing if Monsanto Canada exercises the Call Option, and without limiting the covenants set forth in Section 2 with respect any other definitive agreements or documents related to the conduct of Debt Financing, to the Research Program, without the approval of the Board, including the approval of the Representatives in any event, the Company shall use commercially reasonable efforts to: extent (A) operate such amendment, supplement, modification or waiver would not (1) reduce the Company Business in accordance with the Research Plan, (B) preserve intact the business organization aggregate amount of the Company, Debt Financing (C) preserve the current relationships of the Company with customers, suppliers and other Persons with which the Company has significant business relations, and (D) comply with all of the material covenants set forth in the PadCo-Protiva License and Services Agreement. In addition, during such period the Company shall not and Protiva shall cause the Company to not, without the prior written consent of Monsanto Canada, directly or indirectly do, or propose to do, any of the following: (i) waive compliance by Protiva with the PadCo-Protiva License and Services Agreement or the Protiva-Monsanto Services Agreement; (ii) own any stock or other securities cash proceeds available therefrom), when taken together with cash on the balance sheet of any subsidiary or other corporationSummit and drawings available under Summit’s revolving credit facility, partnership, or other entity; (iii) create any encumbrance on any material assets or properties of below the Company (whether tangible or intangible) or amount required to consummate the capital stock of the Company; (iv) except as approved by the Board or as transactions contemplated by this Agreement, incur (2) impose new or additional conditions precedent to any Indebtedness or guarantee, directly or indirectly, any Indebtedness; (v) issue, transfer, deliver, sell, authorize, pledge or otherwise encumber or propose of the issuance of any units, equity interests or other interestsDebt Financing, or createadversely amend, modify or authorize waive any of the creation existing conditions thereto, (3) be reasonably expected to materially delay the funding of any additional class the Debt Financing or series satisfaction of units, equity interests the conditions to obtaining the Debt Financing less likely to occur or other interests; (vi4) increase otherwise reasonably be expected to materially prevent or impair the authorized number availability of any class or series the amount of units, equity interests or other interests; (vii) except as the Debt Financing required to consummate the transactions contemplated by this AgreementAgreement or the ability of Summit to consummate the transactions contemplated by this Agreement or enforce its rights against the other parties to the Debt Commitment Letter, distribute the Debt Financing Agreements or any other definitive agreements or documents related to the Debt Financing (provided that, subject to compliance with the other provisions of this Section 7.08, Summit may amend the Debt Commitment Letter to add additional lenders, arrangers, bookrunners, managers or agents that have not executed the Debt Commitment Letter as of the Company’s material assets date of this Agreement) and (B) with respect to any substitution for other debt financing under clause (ii) above, Summit reasonably determines (after consultation with Cementos) that the terms and conditions of such substitute debt financing, taken as a whole, are more favorable to Summit than the terms and conditions, taken as a whole, contemplated in the form of a dividend; (viii) except for the Transaction AgreementsDebt Commitment Letter. Upon any such amendment, enter into any transaction supplement or agreement with any Affiliate; (ix) engage in any business other than the Company Business; (x) enter into any transaction or agreement with any third party; (xi) sell, assign, transfer, lease, license, abandon, permit to lapse or otherwise dispose of, or agree to sell, assign, transfer, lease, license, abandon, permit to lapse or otherwise dispose of, any modification of the material tangible assets of Debt Commitment Letter in accordance with this Section 7.08, Summit shall promptly provide a copy thereof to Cementos, and references to the Company“Debt Commitment Letter” shall include such documents as permitted to be amended, any material proprietary rights supplemented or technologymodified under this Section 7.08, except as approved and references to the “Debt Financing” shall include the financing contemplated by the Board; 18 6503474.12Debt Commitment Letter as permitted to be amended, supplemented or modified under this Section 7.08.

Prior to Closing. During the period beginning commencing on the Effective Date date hereof and ending on the Closing, Company shall, and shall cause its officers, employees, agents and advisors (xwho shall not include attorneys) expiration to, furnish to Buyer, its officers, employees (including without limitation internal auditors), agents and advisors, at reasonable times and, upon reasonable notice, (i) such access to the Facility as Buyer may from time to time reasonably request with due regard to minimizing disruption of the Call Period if Monsanto Canada does Business, including, but not exercise limited to, for the Call Option purposes of an environmental investigation; (ii) such access to the properties, books, records, contracts and other documents of Company relating to the Purchased Assets or the Business as Buyer may from time to time reasonably request, at such places in the United States as Company shall deem appropriate but subject to Buyer's reasonable approval, including without limitation the right to inspect, examine and audit all documents; provided, however, that such right shall not include the right to photocopy documents other than those where such photocopying is reasonably necessary to enable Buyer to effectively analyze the information contained therein, in which case photocopying will be allowed subject to control procedures consistent with those in effect between the parties prior to the date hereof; and (yiii) Closing if Monsanto Canada exercises the Call Option, such access to financial and without limiting the covenants set forth in Section 2 operating data and other information with respect to the conduct Business and the properties of the Research ProgramBusiness, without as Buyer may from time to time reasonably request, at such places in the approval of the BoardUnited States as Company shall deem appropriate but subject to Buyer's reasonable approval, including without limitation the approval of right to inspect, examine and audit all documents; provided, however, that such right shall not include the Representatives right to photocopy documents other than those where such photocopying is reasonably necessary to enable Buyer to effectively analyze the information contained therein, in any eventwhich case photocopying will be allowed subject to control procedures consistent with those in effect between the parties prior to the date hereof. Notwithstanding the foregoing, the (A) Company shall have no obligation to make available any information that, in the reasonable opinion of Company's legal counsel, would result in a violation of any law, rule or regulation applicable to Company and (B) as to any books, records, contracts, other documents or data of Company relating to the Purchased Assets or the Business that includes Other Information (other than in a nominal or inconsequential manner), Company shall not be obligated to make Other Information available, but Company shall (1) to the extent practicable, redact (physically, electronically or otherwise) the Other Information or (2) use commercially reasonable efforts to: (A) operate to prepare and present the Company Business information Buyer requests in accordance with the Research Plan, (B) preserve intact the business organization of the Company, (C) preserve the current relationships of the Company with customers, suppliers and any other Persons with which the Company has significant business relations, and (D) comply with all of the material covenants set forth in the PadCo-Protiva License and Services Agreementreasonable manner such that Other Information is not made available to Buyer. In additionFurther, during such period period, with the prior consent of Company in each instance (which consent shall not be unreasonably withheld), Buyer and Protiva its officers, employees, agents, independent accountants and advisors shall cause have access to the vendors identified on Schedule 4.19.(b), the customers identified on Schedule 4.19.(a), officers and employees of Company to not, without the prior written consent of Monsanto Canada, directly or indirectly do, or propose to do, any of the following: (i) waive compliance by Protiva with the PadCo-Protiva License and Services Agreement or the Protiva-Monsanto Services Agreement; (ii) own any stock or other securities of any subsidiary or other corporation, partnership, or other entity; (iii) create any encumbrance on any material assets or properties of the Company (whether tangible or intangible) or the capital stock of the Company; (iv) except as approved by the Board or as contemplated by this Agreement, incur any Indebtedness or guarantee, directly or indirectly, any Indebtedness; (v) issue, transfer, deliver, sell, authorize, pledge or otherwise encumber or propose the issuance of any units, equity interests or other interests, or create, or authorize the creation of any additional class or series of units, equity interests or other interests; (vi) increase the authorized number of any class or series of units, equity interests or other interests; (vii) except as contemplated by this Agreement, distribute any of the Company’s material assets involved in the form of a dividend; (viii) except Business and others having business dealings with Company for the Transaction Agreements, enter into any transaction purpose of performing Buyer's due diligence investigation. Company may be represented at such meetings or agreement with any Affiliate; (ix) engage in any business conversations by its legal counsel or such other than the Company Business; (x) enter into any transaction or agreement with any third party; (xi) sell, assign, transfer, lease, license, abandon, permit to lapse or otherwise dispose of, or agree to sell, assign, transfer, lease, license, abandon, permit to lapse or otherwise dispose of, any of the material tangible assets of the Company, any material proprietary rights or technology, except representatives as approved by the Board; 18 6503474.12it may reasonably request.

Prior to Closing. During Ruby shall not (i) agree to or permit any amendment, supplement or other modification of, or waive any of its rights under, any Financing Commitment Letter, any Debt Financing Agreements or any other definitive agreements or documents related to the period beginning on the Effective Date and ending on the Debt Financing or (xii) expiration substitute other debt financing for all or any portion of the Call Period if Monsanto Canada does Financing from the same or Alternative Financing sources, in each case, without Exxxxxx’x prior written consent (such consent not exercise to be unreasonably withheld, conditioned or delayed), except, solely in the Call Option case of the Debt Commitment Letter, any Debt Financing Agreements or (y) Closing if Monsanto Canada exercises the Call Option, and without limiting the covenants set forth in Section 2 with respect any other definitive agreements or documents related to the conduct of Financing, to the Research Program, without the approval of the Board, including the approval of the Representatives in any event, the Company shall use commercially reasonable efforts to: extent (A) operate such amendment, supplement, modification or waiver would not (1) reduce the Company Business in accordance with the Research Plan, (B) preserve intact the business organization aggregate amount of the Company, Financing (C) preserve the current relationships of the Company with customers, suppliers and other Persons with which the Company has significant business relations, and (D) comply with all of the material covenants set forth in the PadCo-Protiva License and Services Agreement. In addition, during such period the Company shall not and Protiva shall cause the Company to not, without the prior written consent of Monsanto Canada, directly or indirectly do, or propose to do, any of the following: (i) waive compliance by Protiva with the PadCo-Protiva License and Services Agreement or the Protiva-Monsanto Services Agreement; (iicash proceeds available therefrom) own any stock or other securities of any subsidiary or other corporation, partnership, or other entity; (iii) create any encumbrance on any material assets or properties of below the Company (whether tangible or intangible) or amount required to consummate the capital stock of the Company; (iv) except as approved by the Board or as transactions contemplated by this Agreement, incur (2) impose new or additional conditions precedent to any Indebtedness or guarantee, directly or indirectly, any Indebtedness; (v) issue, transfer, deliver, sell, authorize, pledge or otherwise encumber or propose of the issuance of any units, equity interests or other interestsFinancing, or creatematerially adversely amend, modify or authorize waive any of the creation existing conditions thereto or (3) otherwise reasonably be expected to materially prevent, delay or impair the availability of any additional class or series the amount of units, equity interests or other interests; (vi) increase the authorized number of any class or series of units, equity interests or other interests; (vii) except as Financing required to consummate the transactions contemplated by this AgreementAgreement or the ability of Ruby or JV NewCo to consummate the transactions contemplated by this Agreement or enforce its rights against the other parties to the Financing Commitment Letters, distribute the Debt Financing Agreements or any other definitive agreements or documents related to the Financing (provided that (subject to compliance with the other provisions of this Section 5.13(b)), Rxxx may amend the Debt Commitment Letter to add additional lenders, arrangers, bookrunners, managers or agents that have not executed the Debt Commitment Letter as of the Company’s material assets date of this Agreement) and, (B) with respect to any substitution for other debt financing under clause (ii) above, Ruby reasonably determines (after consultation with Exxxxxx) that the terms and conditions of such substitute debt financing, taken as a whole, are more favorable to JV NewCo than the terms and conditions, taken as a whole, contemplated in the form of a dividend; (viii) except for the Transaction AgreementsDebt Commitment Letters. Upon any such amendment, enter into any transaction supplement or agreement with any Affiliate; (ix) engage in any business other than the Company Business; (x) enter into any transaction or agreement with any third party; (xi) sell, assign, transfer, lease, license, abandon, permit to lapse or otherwise dispose of, or agree to sell, assign, transfer, lease, license, abandon, permit to lapse or otherwise dispose of, any modification of the material tangible assets of Debt Commitment Letter in accordance with this ‎‎Section 5.13, Rxxx shall provide a copy thereof to Exxxxxx, and references to the Company“Financing Commitment Letters” and “Debt Commitment Letter” shall include such documents as permitted to be amended, any material proprietary rights supplemented or technologymodified under this ‎‎‎Section 5.13, except as approved and references to the “Financing” and “Debt Financing” shall include the financing contemplated by the Board; 18 6503474.12Debt Commitment Letter as permitted to be amended, supplemented or modified under this ‎‎‎Section 5.13.

Prior to Closing. During Between the period beginning on date of this Agreement and the Effective Date and ending on Closing Date, except as expressly permitted by this Agreement or the (x) expiration of the Call Period if Monsanto Canada does not exercise the Call Option Local Marketing Agreement, or (y) Closing if Monsanto Canada exercises the Call Option, and without limiting the covenants set forth in Section 2 with respect to the conduct of the Research Program, without the approval of the Board, including the approval of the Representatives in any event, the Company shall use commercially reasonable efforts to: (A) operate the Company Business in accordance with the Research Plan, (B) preserve intact the business organization of the Company, (C) preserve the current relationships of the Company with customers, suppliers and other Persons with which the Company has significant business relations, and (D) comply with all of the material covenants set forth in the PadCo-Protiva License and Services Agreement. In addition, during such period the Company shall not and Protiva shall cause the Company to not, without the prior written consent of Monsanto CanadaBuyer, directly which consent shall not be unreasonably conditioned, withheld or indirectly dodelayed and which shall be deemed given if Buyer does not respond to Seller’s request within five Business Days of receipt thereof, or propose to doSeller shall: (i) maintain the FCC Licenses in full force and effect; (ii) operate the Stations in all material respects in accordance with the FCC Licenses, the Communications Act, the FCC rules and regulations and all applicable Laws; (iii) not materially adversely modify any of the following: (i) waive compliance by Protiva with the PadCo-Protiva License and Services Agreement or the Protiva-Monsanto Services Agreement; (ii) own any stock or other securities of any subsidiary or other corporation, partnership, or other entity; (iii) create any encumbrance on any material assets or properties of the Company (whether tangible or intangible) or the capital stock of the Company; FCC Licenses; (iv) not create, assume or permit to exist any Liens or rights affecting any of the Station Assets, except as approved by for Permitted Liens or those in existence on the Board or as contemplated by date of this Agreement, incur any Indebtedness or guarantee, directly or indirectly, any Indebtedness; ; (v) issue, transfer, deliver, not sell, authorize, pledge lease or otherwise encumber or propose the issuance dispose of any units, equity interests or other interests, or create, or authorize the creation of any additional class or series of units, equity interests or other interests; (vi) increase the authorized number of any class or series of units, equity interests or other interests; (vii) except as contemplated by this Agreement, distribute any of the Company’s material assets in the form of a dividend; (viii) except for the Transaction Agreements, enter into any transaction or agreement with any Affiliate; (ix) engage in any business other than the Company Business; (x) enter into any transaction or agreement with any third party; (xi) sell, assign, transfer, lease, license, abandon, permit to lapse or otherwise dispose of, or agree to sell, assign, transfer, lease, license, abandon, permit to lapse lease or otherwise dispose of, of any of the material tangible Station Assets, except (A) the ordinary course disposition of items that either are obsolete or unnecessary for the continued operation of the Stations as currently operated or are replaced by assets of comparable or superior utility, or (B) pursuant to existing contracts or commitments listed on Schedule 1.1(c), if any, or agree to do any of the Companyforegoing; (vi) not terminate, rescind or waive any rights under (A) any Station Contract referenced in Section 6.2(g) or, (B) other than in the ordinary course of business and consistent with past practice, any material proprietary rights other Station Contract; (vii) not enter into any new contracts or technologyagreements in connection with the operation of the Stations (or amend any existing Station Contract) (A) other than in the ordinary course and consistent with past practice and (B) provided that any such new contracts or amendments that are binding after the Closing, except for those contracts or agreements entered into pursuant to Section 4.2(a)(viii) or Section 4.13, shall require post-Closing payments by Buyer of less than $100,000 (in the aggregate under such new contracts or amendments); and (viii) with respect to Station Employees, and except as approved by otherwise provided in Schedule 4.2, not (A) grant raises other than raises that would be given in the Board; 18 6503474.12ordinary course of business consistent with past practice in connection with the October 1st focal point review, (B) pay substantial bonuses other than (x) stay bonuses or enhanced severance for which the Buyer has no liability or (y) bonuses contemplated under existing employee arrangements, (C) enter into any new employment agreements that are not terminable at will or (D) agree to do any of the foregoing.

Prior to Closing. During Until the period beginning on Closing, Seller (i) will operate its business in the Effective Date and ending on the (x) expiration of the Call Period if Monsanto Canada does not exercise the Call Option or (y) Closing if Monsanto Canada exercises the Call Option, and without limiting the covenants set forth in Section 2 with respect to the conduct of the Research Program, without the approval of the Board, including the approval of the Representatives in any event, the Company shall use commercially reasonable efforts to: (A) operate the Company Business in accordance with the Research Planordinary course, (Bii) preserve intact the business organization of the Company, (C) preserve the current relationships of the Company with customers, suppliers and other Persons with which the Company has significant business relations, and (D) comply with all of the material covenants set forth in the PadCo-Protiva License and Services Agreement. In addition, during such period the Company shall not and Protiva shall cause the Company to will not, without the prior written consent of Monsanto CanadaBuyer, directly or indirectly dowhich consent shall not be unreasonably withheld, commit to any operation, or propose series of related operations other than ordinary operating activities, reasonably anticipated by Seller to dorequire expenditures by the owner of the Assets in excess of $50,000, or terminate, materially amend, execute or extend any material agreements affecting the Assets, (iii) will maintain insurance coverage on the Assets presently furnished by nonaffiliated third parties in the amounts and of the types presently in force, (iv) will use commercially reasonable efforts to maintain in full force and effect all Leases, (v) will maintain all material governmental permits and approvals affecting the Assets, (vi) will not transfer, farmout, sell, hypothecate, encumber or otherwise dispose of any material Assets except for sales and dispositions of oil and gas production and Equipment made in the ordinary course of business consistent with past practices and (vii) will not commit to do any of the following: (i) waive compliance by Protiva with the PadCo-Protiva License and Services Agreement or the Protiva-Monsanto Services Agreement; (ii) own any stock or other securities foregoing. Buyer’s approval of any subsidiary or other corporation, partnership, or other entity; action restricted by this Section 7.2 shall be considered granted within ten (iii10) create any encumbrance on any material assets or properties of the Company days (whether tangible or intangible) or the capital stock of the Company; (iv) except as approved unless a shorter time is reasonably required by the Board or circumstances and such shorter time is specified in Seller’s written notice) of Seller’s written notice to Buyer requesting such consent unless Buyer notifies Seller to the contrary in writing during that period. In the event of an emergency, Seller may take such action as contemplated a prudent operator would take and shall notify Buyer of such action promptly thereafter. In the event Seller makes expenditures in excess of $ 25,000 other than in accordance with this Section 7.2, the Purchase Price shall be reduced by this Agreement, incur any Indebtedness or guarantee, directly or indirectly, any Indebtedness; (v) issue, transfer, deliver, sell, authorize, pledge or otherwise encumber or propose the issuance amount of any unitsand all such expenditures, equity interests or other interestsirrespective of amount. Seller will provide daily reports to buyer showing total lease gauged production volumes, or create, or authorize the creation individual well tests and immediately notify buyer of any additional class or series of unitsxxxxx that cease to produce. With buyer’s approval, equity interests or other interests; (vi) increase the authorized number of Seller will use best efforts to return any class or series of units, equity interests or other interests; (vii) except xxxxx that cease to produce to producing status as contemplated by this Agreement, distribute any of the Company’s material assets in the form of a dividend; (viii) except for the Transaction Agreements, enter into any transaction or agreement with any Affiliate; (ix) engage in any business other than the Company Business; (x) enter into any transaction or agreement with any third party; (xi) sell, assign, transfer, lease, license, abandon, permit to lapse or otherwise dispose of, or agree to sell, assign, transfer, lease, license, abandon, permit to lapse or otherwise dispose of, any of the material tangible assets of the Company, any material proprietary rights or technology, except soon as approved by the Board; 18 6503474.12possible.

Prior to Closing. During Between the period beginning on date of this Agreement and the Effective Date and ending on Closing Date, except as expressly permitted by this Agreement or the (x) expiration of the Call Period if Monsanto Canada does not exercise the Call Option Local Marketing Agreement, or (y) Closing if Monsanto Canada exercises the Call Option, and without limiting the covenants set forth in Section 2 with respect to the conduct of the Research Program, without the approval of the Board, including the approval of the Representatives in any event, the Company shall use commercially reasonable efforts to: (A) operate the Company Business in accordance with the Research Plan, (B) preserve intact the business organization of the Company, (C) preserve the current relationships of the Company with customers, suppliers and other Persons with which the Company has significant business relations, and (D) comply with all of the material covenants set forth in the PadCo-Protiva License and Services Agreement. In addition, during such period the Company shall not and Protiva shall cause the Company to not, without the prior written consent of Monsanto CanadaBuyer, directly which consent shall not be unreasonably conditioned, withheld or indirectly dodelayed and which shall be deemed given if Buyer does not respond to Seller’s request within five Business Days of receipt thereof, or propose to doSeller shall: (i) maintain the FCC Licenses in full force and effect; (ii) operate the Stations in all material respects in accordance with the FCC Licenses, the Communications Act, the FCC rules and regulations and all applicable Laws; (iii) not adversely modify any of the following: FCC Licenses, except as may be provided in any pending application identified on Schedule 2.7(b); (iv) use commercially reasonable efforts to cause all Liens on the Station Assets, other than Permitted Liens, to be released in full prior to Closing; (v) use commercially reasonable efforts to provide Buyer with any financial information regarding the Stations as is maintained by Seller on a basis not consolidated with other stations and requested by Buyer that is reasonably necessary to satisfy any reporting obligations to the Securities and Exchange Commission or reasonably necessary to obtain acquisition financing for the Stations; (vi) not, other than in the ordinary course of business and consistent with past practice, terminate, rescind, or waive any rights under any Station Contracts; (vii) not enter into any new contracts or agreements in connection with the operation of the Stations (or amend any existing Station Contract) (i) waive compliance by Protiva other than in the ordinary course and consistent with the PadCo-Protiva License past practice and Services Agreement or the Protiva-Monsanto Services Agreement; (ii) own provided that any stock such new contracts or other securities of any subsidiary amendments that are binding after the Closing, except for those contracts or other corporationagreements entered into pursuant to Section 4.2(a)(viii), partnership, or other entity; (iii) create any encumbrance on any material assets or properties of the Company (whether tangible or intangibleSection 4.2(b)(x) or the capital stock Section 4.5(b), shall require post-Closing payments by Buyer of the Company; less than $100,000 per market (iv) except as approved by the Board or as contemplated by this Agreement, incur any Indebtedness or guarantee, directly or indirectly, any Indebtedness; (v) issue, transfer, deliver, sell, authorize, pledge or otherwise encumber or propose the issuance of any units, equity interests or other interests, or create, or authorize the creation of any additional class or series of units, equity interests or other interests; (vi) increase the authorized number of any class or series of units, equity interests or other interests; (vii) except as contemplated by this Agreement, distribute any of the Company’s material assets in the form of a dividend; aggregate under such new contracts or amendments); (viii) except for the Transaction Agreementswith respect to Station Employees, enter into any transaction or agreement with any Affiliate; not (ixA) engage in any business grant raises other than raises that would be given in the Company Business; ordinary course of business consistent with past practice in connection with the October 1st focal point review, (B) pay substantial bonuses other than (x) stay bonuses or enhanced severance for which the Buyer has no liability or (y) bonuses contemplated under existing employee arrangements, (C) enter into any transaction new employment agreements that are not terminable at will or agreement with any third party; (xiD) sell, assign, transfer, lease, license, abandon, permit to lapse or otherwise dispose of, or agree to sell, assign, transfer, lease, license, abandon, permit to lapse or otherwise dispose of, do any of the material tangible assets of foregoing; and (ix) repair the Company, any material proprietary rights or technology, except as approved by items and complete the Board; 18 6503474.12capital projects set forth on Schedule 4.2.