Common use of Seller’s Pre-Closing Covenants Clause in Contracts

Seller’s Pre-Closing Covenants. From the date hereof through the Closing, unless Purchaser otherwise agrees in writing, the Seller Parties shall, and shall cause the Water Companies, to: (a) Cooperate with Purchaser in good faith and take such actions necessary or desirable to promptly cause the conditions to Purchaser’s obligations to close to be satisfied. (b) Promptly inform Purchaser in writing of: (i) any event that could reasonably be expected to result in a breach of the representations, warranties or covenants of the Seller Parties hereunder; or (ii) events or conditions which could reasonably be expected to result in a Material Adverse Change to the Assets, though no such notification shall cure any such breach or Material Adverse Change. (c) Maintain and preserve all of the Assets and other properties which are necessary for the conduct of the Business and preserve its present business relationships (including its customer relationships), and continue to compensate its agents in accordance with past custom and practice. (d) Afford the representatives of Purchaser and its affiliates complete access at all reasonable times to (i) the Assets for the purpose of inspecting the same, (ii) the officers, employees, agents, attorneys, accountants, properties, Books and Records, and Financial Statements of the Seller Parties and the Water Companies, and shall furnish Purchaser and its representatives all financial, operating and other data and information as Purchaser, through its representatives, may reasonably request, including but not limited to Tax Returns for the Pre-Closing Tax Period. All of such matters shall be referred to herein as the Purchaser’s “Due Diligence.” (e) Not (i) initiate or encourage the submission of any third party proposal relating to the acquisition of the Assets, or the equity of Seller, or (ii) participate in any discussions regarding, furnish any information with respect to, assist or participate in, or otherwise facilitate any effort by any third party to do or seek any of the foregoing. Seller will promptly notify Purchaser if any third party makes any such proposal or contact with respect to any of the foregoing.

Seller’s Pre-Closing Covenants. From Seller covenants and agrees with respect to the Stations that between the date hereof through and the ClosingClosing Date, unless Purchaser otherwise agrees except as expressly permitted by this Agreement or with the prior written consent of Buyer, it shall act in writingaccordance with the following: 9.1.1 Seller shall conduct the business and operations of the Stations in the ordinary and prudent course of business and with the intent of preserving the ongoing operations and assets of the Stations, including, but not limited to, maintaining the independent identity of the Stations, retaining the current format of the Stations and using its best efforts to retain the services of key employees. 9.1.2 Seller Parties shallshall use commercially reasonable efforts to preserve the operation of the Stations intact and to preserve the business of Stations' customers, suppliers and others having business relations with the Stations and continue to conduct financial operations of the Stations, including its credit and collection policies, in the ordinary course of business with substantially the same effort, and to substantially the same extent and in the same manner, as in the prior conduct of the business of the Stations. 9.1.3 Seller shall operate the Stations in all material respects in accordance with FCC Rules and Regulations and the Station Licenses and with all other laws, regulations, rules and orders, and shall not cause or permit by any act, or failure to act, any of the Station Licenses to expire, be surrendered, adversely modified, or otherwise terminated, or the FCC to institute any proceedings for the suspension, revocation or adverse modification of any of the Station Licenses, or fail to prosecute with due diligence any pending applications to the FCC. 9.1.4 Should any fact relating to Seller which would cause the Water CompaniesFCC to deny its consent to the transactions contemplated by this Agreement come to Seller's attention, to: (a) Cooperate with Purchaser in good faith Seller shall promptly notify Buyer thereof and shall use its reasonable efforts to take such actions steps as may be necessary or desirable to promptly cause remove any such impediment to the conditions to Purchaser’s obligations to close to be satisfiedtransactions contemplated by this Agreement. (b) Promptly inform Purchaser 9.1.5 Seller shall not other than in writing of: the ordinary course of business or in accordance with prepared budgets attached hereto as Schedule 9.1.5 or after receiving Buyer's prior written approval (i) sell or dispose of or commit to sell or dispose of any event that could reasonably be expected to result in a breach of the representations, warranties Station Assets; (ii) grant or covenants agree to grant any general increases in the rates of salaries or compensation payable to employees of the Seller Parties hereunderStations; (iii) grant or agree to grant any specific bonus or increase to any executive or management employee of the Stations; or (iiiv) events provide for any new pension, retirement or conditions which could reasonably be expected to result other employment benefits for employees of the Stations or any increases in a Material Adverse Change to the Assets, though no such notification shall cure any such breach or Material Adverse Changeexisting benefits. 9.1.6 Seller shall provide Buyer prompt written notice of any change in any of the information contained in the representations and warranties made in Article 7 hereof or any Exhibits or Schedules herein or attached hereto. 9.1.7 Seller may enter into or renew any contract, agreement, commitment or other understanding or arrangement in the ordinary course of business, provided, however, that except with respect to contracts for the sale of time for cash and except for Trade Agreements, the liability under said contracts to be assumed by Buyer at Closing shall not exceed Five Thousand Dollars (c$5,000) Maintain per contract or Fifty Thousand Dollars ($50,000) in the aggregate, without the written approval of the Buyer. 9.1.8 The Seller shall give the Buyer and preserve the Buyer's counsel, accountants, engineers and other representatives, full and reasonable access during normal business hours to all of the Assets and other properties which are necessary for the conduct of the Business and preserve its present business relationships (including its customer relationships), and continue to compensate its agents in accordance with past custom and practice. (d) Afford the representatives of Purchaser and its affiliates complete access at all reasonable times to (i) the Assets for the purpose of inspecting the same, (ii) the officers, employees, agents, attorneys, accountantsStations' personnel, properties, Books books, contracts, reports and Recordsrecords including financial information and tax returns with supporting work papers relating to the Stations, to all real estate buildings and equipment relating to the Stations, and Financial Statements to the Stations' employees in order that the Buyer may have full opportunity to make such investigation as it desires of the affairs of the Stations. Seller Parties and the Water Companies, and shall furnish Purchaser Buyer with information and its representatives copies of all financial, operating documents and other data and information as Purchaser, through its representatives, may reasonably request, agreements including but not limited to Tax Returns financial and operating data and other information in its possession concerning the financial condition, results of operations and business of the Seller and the Stations, that the Buyer may reasonably request in order to complete the Buyer's due diligence examination of the Stations. The rights of the Buyer under this Section shall not be exercised in such a manner as to materially interfere with the business of the Stations. 9.1.9 Notwithstanding anything in this Agreement to the contrary, Seller may enter into any contract without the consent of Buyer, but if any such contract is outside the scope of the restrictions set forth in this Section 9.1, Buyer shall not be obligated to accept and assume such contract at Closing. 9.1.10 Seller shall use its reasonable best efforts, consistent with past practice, to complete all obligations owing by Seller under Trade Agreements prior to the Closing. 9.1.11 Seller shall spend not less than one hundred percent (100%) of the cash promotions, advertising and research expenditures Seller budgeted for the PreStations for the period from the date of this Agreement through the Closing Date, such budget is attached hereto as Disclosure Schedule 9.1.11. 9.1.12 Seller shall use its best efforts to maintain the employment at the Stations and to renew, in accordance with this Agreement, the existing employment contracts of the employees listed in Section 7.1 4 of the Disclosure Schedule. Between the date hereof and for a period of three (3) years from the Closing Date, neither the Seller nor any executive officer of Seller shall, directly or indirectly, through any agent or otherwise, hire or solicit the employment of any of the employees listed on Section 7.14 of the Disclosure Schedule who are hired by Buyer at or after the Closing or who are subject to non-Closing Tax Periodcompetition agreements with Buyer (but only to the extent limited by such non-competition agreements), except as agreed to in writing by Buyer and Seller. 9.1.13 Seller shall provide Buyer with revenue pacing reports for the Stations on a weekly basis during the term of this Agreement. All Additionally, within twenty-five (25) days of such matters the end of each month, Seller shall deliver to Buyer an unaudited statement of revenue and expenses of the Stations for the month then ended. The weekly revenue pacing reports and the monthly statements of revenue and expenses shall be referred to herein as certified by the Purchaser’s “Due Diligence.” (e) Not (i) initiate Chairman or encourage the submission of any third party proposal relating to the acquisition of the Assets, or the equity Chief Financial Officer of Seller, or (ii) participate in any discussions regarding, furnish any information with respect to, assist or participate in, or otherwise facilitate any effort by any third party shall be true and complete to do or seek any the best of Seller's knowledge and shall fairly and accurately represent the results of operation of the foregoingStations for the period covered by such reports and statements. Seller will promptly notify Purchaser if shall also furnish to Buyer any third party makes any and all other information at such proposal or contact with respect to any times as is customarily prepared by Seller concerning the financial condition of the foregoingStations as Buyer may reasonably request. 9.1.14 The Seller shall cooperate with the Buyer by providing the Buyer with such financial and accounting records as Buyer may reasonably request in connection with the preparation of financial statements of the Stations.

Seller’s Pre-Closing Covenants. From Each Seller jointly and severally covenants and agrees that between the date hereof through of this Agreement and the ClosingClosing Date, unless Purchaser such Seller shall (except (i) as expressly permitted by this Agreement or with the prior written consent of Buyer (which consent shall not be unreasonably withheld or delayed) or (ii) as otherwise agrees provided under the RICH LMA) act in writing, accordance with the Seller Parties shall, and shall cause the Water Companies, tofollowing: (a) Cooperate with Purchaser in good faith and take such actions necessary or desirable to promptly Each Seller shall cause the conditions Partnerships to Purchaser’s obligations conduct the business and operations of the Stations in the ordinary and prudent course of business (without taking into account the existence of this Agreement) and with the intent of preserving the ongoing operations and assets of the Stations, including, but not limited to, maintaining the independent identity of the Stations, retaining the current format of the Stations and using its reasonable best efforts to close to be satisfiedretain the services of key employees. (b) Promptly inform Purchaser in writing of: (i) any event that could reasonably be expected to result in a breach Each Seller shall cause each of the representations, warranties or covenants Partnerships to use its reasonable best efforts to preserve the operation of the Seller Parties hereunder; or (ii) events or conditions which could reasonably be expected Stations intact and to result preserve the business of the Stations' customers, suppliers and others having business relations with the Stations and continue to conduct financial operations of the Stations, including its credit and collection policies, in a Material Adverse Change the ordinary course of business with substantially the same effort, and to substantially the Assetssame extent and in the same manner, though no such notification shall cure any such breach or Material Adverse Changeas in the prior conduct of the business of the Stations. (c) Maintain and preserve Each Seller shall cause the Partnerships to operate the Stations in all of the Assets and other properties which are necessary for the conduct of the Business and preserve its present business relationships (including its customer relationships), and continue to compensate its agents material respects in accordance with past custom FCC rules and practiceregulations and the FCC Licenses and with all other laws, regulations, rules and orders, and shall not cause or permit by any act, or failure to act, any of the FCC Licenses to expire, be surrendered, adversely modified, or otherwise terminated, or fail to prosecute with reasonable due diligence any pending applications to the FCC. (d) Afford [INTENTIONALLY OMITTED]. (e) Each Seller shall not, other than in the representatives ordinary course of Purchaser and its affiliates complete access at all reasonable times to business or after receiving Buyer's prior written approval, (i) sell or dispose of or commit to sell or dispose of any of the Assets for the purpose of inspecting the same, Partnership Assets; (ii) grant or agree to grant any general increases in the officersrates of salaries or compensation payable to employees of the Partnerships; (iii) grant or agree to grant any specific bonus or increase to any executive or management employee of the Partnerships; or (iv) provide for any new pension, employees, agents, attorneysretirement or other employment benefits for employees of the Partnerships or any increases in any existing benefits. (f) [INTENTIONALLY OMITTED]. (g) Sellers may cause the Partnerships to enter into or renew any Contract in the ordinary course of business without taking into account the existence of this Agreement. (h) Sellers shall give Buyer and Buyer's counsel, accountants, engineers and other representatives, full and reasonable access during normal business hours to all of the Partnerships' personnel, properties, Books books, Contracts, reports and Recordsrecords including financial information and tax returns with supporting work papers relating to the Partnerships and the Stations, to all real estate buildings and equipment relating to the Partnerships and the Stations, and Financial Statements to the employees of the Seller Parties Partnerships and the Water Companies, Stations in order that Buyer may have full opportunity to make such investigation as it desires of the affairs of the Partnerships and the Stations. Sellers shall to furnish Purchaser Buyer with information and its representatives copies of all financial, operating documents and other data and information as Purchaser, through its representatives, may reasonably request, agreements including but not limited to Tax Returns for financial and operating data and other information concerning the Pre-Closing Tax Periodfinancial condition, results of operations and business of the Partnerships and the Stations, that Buyer may reasonably request in order to complete Buyer's due diligence examination of the Partnerships and the Stations. All The rights of Buyer under this Section shall not be exercised in such matters shall be referred a manner as to herein as materially interfere with the Purchaser’s “Due Diligencebusiness of the Partnerships or the Stations.” (e) Not (i) initiate The Partnerships shall spend not less than one hundred percent (100%) of the cash promotions, advertising and research expenditures the Partnerships budgeted for the Stations for the period from the date of this Agreement through the Closing Date. (j) Sellers shall use their reasonable best efforts to maintain the employment at the Stations and to renew, in accordance with this Agreement, the existing employment Contracts of the employees listed in Section 9.13 of the Disclosure Schedule. Between the date hereof and for a period of three (3) years from the Closing Date, neither Sellers nor any executive officer of Sellers shall, directly or encourage indirectly, through any agent or otherwise, hire or solicit the submission employment of any third party proposal relating of the employees listed on Section 9.13 of the Disclosure Schedule who are hired by Buyer at or after the Closing or who are subject to non-competition agreements with Buyer (but only to the acquisition extent limited by such non-competition agreements), except as agreed to in writing by Buyer and Sellers. Notwithstanding anything to the contrary herein, the covenants and agreements contained in the immediately preceding sentence shall not constitute joint and several covenants and agreements of Sellers, but shall constitute joint and several covenants and agreements (i) by the Assets, or the equity EBF Sellers with respect to both EBF Sellers and any executive officer of Seller, or such Sellers and (ii) participate in any discussions regarding, furnish any information with respect to, assist or participate in, or otherwise facilitate any effort by any third party to do or seek any of the foregoing. Seller will promptly notify Purchaser if any third party makes any such proposal or contact KAB/ABS Sellers with respect to both KAB/ABS Sellers and any executive officer of such Sellers. (k) Sellers shall provide Buyer with revenue pacing reports for the Stations on a weekly basis during the term of this Agreement. Additionally, within twenty-five (25) days of the foregoingend of each month, Sellers shall deliver to Buyer an unaudited statement of revenue and expenses of the Stations for the month then ended. The weekly revenue pacing reports and the monthly statements of revenue and expenses shall be certified by the managing general partners of the Partnerships, shall be true and complete in all material respects to the best of Sellers' knowledge and shall fairly and accurately represent in all material respects the results of operation of the Stations for the period covered by such reports and statements. Sellers shall also furnish to Buyer any and all other information at such times as is customarily prepared by Sellers concerning the financial condition of the Stations as Buyer may reasonably request. (l) Sellers shall cooperate with Buyer by providing Buyer with such financial and accounting records as Buyer may reasonably request in connection with the preparation of financial statements of the Partnerships and the Stations. (m) The Partnerships shall not, and Sellers shall cause the Partnerships not to, make any Distributions other than Distributions to each partner of the Partnerships for payment of such partner's federal, state and local income tax liability in respect of the net income of the Partnerships.

Seller’s Pre-Closing Covenants. From the date hereof through the Closing, unless Purchaser otherwise agrees in writing, the Seller Parties shall, and shall cause the Water Companies, to: (a) Cooperate with Purchaser in good faith and take such actions necessary or desirable to promptly cause the conditions to Purchaser’s obligations to close to be satisfied. (b) Promptly inform Purchaser in writing of: (i) any event that could reasonably be expected to result in a breach of the representations, warranties or covenants of the Seller Parties hereunder; or (ii) events or conditions which could reasonably be expected to result in a Material Adverse Change to the Assets, though no such notification shall cure any such breach or Material Adverse Change. (c) Maintain and preserve all of the Assets and other properties which are necessary for the conduct of the Business and preserve its present business relationships (including its customer relationships), and continue to compensate its agents in accordance with past custom and practice. (d) Afford the representatives of Purchaser and its affiliates complete access at all reasonable times to (i) the Assets for the purpose of inspecting the same, (ii) the officers, employees, agents, attorneys, accountants, properties, Books and Records, and Financial Statements of the Seller Parties and the Water Companies, and shall furnish Purchaser and its representatives all financial, operating and other data and information as Purchaser, through its representatives, may reasonably request, including but not limited to Tax Returns for the Pre-Closing Tax Period. All of such matters shall be referred to herein as the Purchaser’s “Due Diligence.”” 953484.15 (e) Not (i) initiate or encourage the submission of any third party proposal relating to the acquisition of the Assets, or the equity of Seller, or (ii) participate in any discussions regarding, furnish any information with respect to, assist or participate in, or otherwise facilitate any effort by any third party to do or seek any of the foregoing. Seller will promptly notify Purchaser if any third party makes any such proposal or contact with respect to any of the foregoing.

Seller’s Pre-Closing Covenants. From Subject to Buyer's time brokering of the Station pursuant to the Time Brokerage Agreement, Seller covenants and agrees with respect to the Station that, between the date hereof through and the ClosingClosing Date, unless Purchaser otherwise agrees except as expressly permitted by this Agreement or with the prior written consent of Buyer, Seller shall act in writingaccordance with the following; provided however, that American, American License and Buyer acknowledge that concurrent with the Seller Parties shallexecution of this Agreement Buyer, American and shall American License have entered into the Time Brokerage Agreement and such parties understand that any TBA Events which would cause the Water Companies, to: (a) Cooperate with Purchaser in good faith any of American's or American License's covenants and take such actions necessary or desirable to promptly cause the conditions to Purchaser’s obligations to close agreements to be satisfied. (b) Promptly inform Purchaser in writing of: (i) any event that could reasonably breached by American or American License, shall not be expected deemed to result in a breach or nonperformance of such covenants and agreements by American or American License: 9.1.1 Seller shall conduct the business and operations of the representations, warranties or covenants Station in the ordinary and prudent course of business consistent with past practice and with the intent of preserving the ongoing operations and assets of the Seller Parties hereunder; or (ii) events or conditions which could reasonably be expected to result in a Material Adverse Change to the Assets, though no such notification shall cure any such breach or Material Adverse Change. (c) Maintain and preserve all of the Assets and other properties which are necessary for the conduct of the Business and preserve its present business relationships (including its customer relationships), and continue to compensate its agents in accordance with past custom and practice. (d) Afford the representatives of Purchaser and its affiliates complete access at all reasonable times to (i) the Assets for the purpose of inspecting the same, (ii) the officers, employees, agents, attorneys, accountants, properties, Books and Records, and Financial Statements of the Seller Parties and the Water Companies, and shall furnish Purchaser and its representatives all financial, operating and other data and information as Purchaser, through its representatives, may reasonably requestStation, including but not limited to Tax Returns for maintaining the Pre-Closing Tax Period. All of such matters shall be referred to herein as the Purchaser’s “Due Diligence.” (e) Not (i) initiate or encourage the submission of any third party proposal relating to the acquisition independent identity of the AssetsStation, retaining the current format and programming (including the content thereof) of the Station and using its commercially reasonable efforts to retain the services of all active employees, consultants and agents. 9.1.2 Seller shall use commercially reasonable efforts to preserve the operation of the Station intact and use commercially reasonable efforts to preserve the business of the Station's advertisers, customers, suppliers and others having business relations with the Station and continue to conduct financial operations of the Station, including their credit and collection and pricing policies and practices, in the ordinary course of business consistent with past practices. 9.1.3 Seller shall operate the Station in all respects in accordance with FCC rules and regulations and the Station Licenses and with all other laws, regulations, rules and orders, and shall not cause or permit by any act, or failure to act, any of the Station Licenses listed in Schedule 7.4 to expire, be surrendered, adversely modified, or otherwise terminated, or the equity FCC to institute any proceedings for the suspension, revocation or adverse modification of Seller, or (ii) participate in any discussions regarding, furnish any information with respect to, assist or participate in, or otherwise facilitate any effort by any third party to do or seek any of the foregoing. Station Licenses, or fail to prosecute with due diligence any pending applications to the FCC. 9.1.4 Should any fact relating to Seller which would cause the FCC to deny its consent to the transactions contemplated by this Agreement come to Seller's attention, Seller will promptly notify Purchaser if Buyer thereof and will use its commercially reasonable efforts to take such steps as may be necessary to remove any such impediment to the FCC's consent to the transactions contemplated by this Agreement. 9.1.5 Except as set forth on Schedule 9.1.5 and in Section 10.7, Seller shall not: (a) sell, lease or dispose of or commit to sell, lease or dispose of any of the Station Assets, except as permitted pursuant to Section 1.1.2 hereof and except in connection with any American Sale); (b) sell broadcast time on a prepaid basis (other than in the course of existing credit practices); (c) except as required by applicable law, grant or agree to grant any general increases in the rates of salaries or compensation payable to employees of the Station; (d) grant or agree to grant any specific bonus or increase in compensation to any executive or management employee of the Station; (e) provide for any new pension, retirement or other employment benefits for employees of the Station or any increases in any existing benefits; (f) modify, change or terminate any Contract; (g) change the advertising rates in effect as of the date hereof except in accordance with ordinary course of business pricing policies; (h) create, assume or permit to exist any Liens or rights affecting any of the Station Assets, except for those in existence on the date of this Agreement and disclosed in Schedule 7.7 or Schedule 7.8 which shall be released at Closing, and Permitted Liens; (i) change the call letters of the Station; or (j) take any action which would cause any representation or warranty contained herein to be or become false or invalid or which could hinder or delay the consummation of the transactions contemplated by this Agreement. 9.1.6 Except for changes resulting from the Time Brokerage Agreement, Seller shall provide Buyer prompt written notice of any change in any of the information contained in the representations and warranties made in Article 7 or any Schedule. 9.1.7 In order that Buyer may have full opportunity to make such investigation as it desires of the affairs of the Station, including the right to audit the Financial Statements and Interim Financial Statements of Seller, Seller shall give or cause the Station to give Buyer and Buyer's counsel, accountants, engineers and other representatives, at Buyer's reasonable request and upon reasonable notice, full and reasonable access during normal business hours to all of Seller's personnel, properties, books, Contracts, reports and records (including, without limitation, financial information and tax returns relating to the Station, and environmental audits in existence with respect to the Station Assets), real estate, buildings and equipment relating to the Station and to the Station's employees, and to furnish Buyer with information and copies of all documents and agreements relating to the Station and the operation thereof (including but not limited to financial and operating data and other information concerning the financial condition, results of operations and business of the Station) that Buyer may reasonably request. The rights of Buyer under this Section 9.1.7 shall not be exercised in such a manner as to interfere unreasonably with the business of the Station. Any investigation by Buyer in accordance with the foregoing shall not diminish or negate, in any way, any of the representations or warranties of Seller set forth in this Agreement or in connection herewith. 9.1.8 Until the Effective Date, within thirty (30) days of the end of each calendar month, Seller shall deliver to Buyer profit and loss statements of Seller for the month then ended (collectively, the "Interim Financial Statements"). Seller shall also furnish to Buyer any and all information customarily prepared by Seller concerning the financial condition and results of operations of the Station. 9.1.9 Seller shall cooperate and shall permit Buyer's independent accountants to prepare, at Buyer's expense, audited financial statements for the Station for the most recently completed fiscal year-end. 9.1.10 Seller shall use its commercially reasonable efforts to obtain (i) any third party makes consents necessary for the assignment of any Contract (which shall not require any payment to any such proposal third party except for such amounts contemplated by the Contract to be assigned, any amount then owing by Seller to such third party or contact the reasonable expenses incurred by such third party in connection with respect such assignment), (ii) Estoppel Certificates, in the form of Exhibit G, from any and all lessors who are party to the Real Estate Contracts, and the tower lease by and between the County of Santa Xxxxx, as lessor, and Seller, as lessee (the "Tower Lease"), and (iii) Subordination and Non-Disturbance Agreement, if any, in the form of Exhibit H, obtained from all secured parties and/or mortgage holders with: (a) an interest in the real estate subject to the Real Estate Contracts, or (b) an interest in the Real Estate Contracts ("SNDA");. 9.1.11 Seller shall use its commercially reasonable efforts to transfer to Buyer any discounts or other benefits which it enjoys under any arrangement as described in Section 7.9 of the foregoingthis Agreement.

Seller’s Pre-Closing Covenants. From Seller covenants and agrees that, between the date hereof through and the ClosingClosing Date, unless Purchaser otherwise agrees in writingexcept as expressly permitted by this Agreement or with the prior written consent of Buyer, the Seller Parties shall, and shall cause the Water Companies, to: (a) Cooperate with Purchaser in good faith and take such actions necessary or desirable to promptly cause the conditions to Purchaser’s obligations to close to be satisfied. (b) Promptly inform Purchaser in writing of: (i) any event that could reasonably be expected to result in a breach of the representations, warranties or covenants of the Seller Parties hereunder; or (ii) events or conditions which could reasonably be expected to result in a Material Adverse Change to the Assets, though no such notification shall cure any such breach or Material Adverse Change. (c) Maintain and preserve all of the Assets and other properties which are necessary for the conduct of the Business and preserve its present business relationships (including its customer relationships), and continue to compensate its agents act in accordance with past custom the following: 9.1.1 Seller shall conduct the business and practice. (d) Afford the representatives of Purchaser and its affiliates complete access at all reasonable times to (i) the Assets for the purpose of inspecting the same, (ii) the officers, employees, agents, attorneys, accountants, properties, Books and Records, and Financial Statements operations of the Seller Parties Station in the ordinary and prudent course of business consistent with past practice and with the Water Companies, intent of preserving the ongoing operations and shall furnish Purchaser and its representatives all financial, operating and other data and information as Purchaser, through its representatives, may reasonably requestassets of the Station, including but not limited to Tax Returns maintaining the independent identity of the Station. 9.1.2 Seller shall use its best efforts to preserve the operation of the Station intact and preserve the business of the Station's advertisers, customers, suppliers and others having business relations with the Station and continue to conduct financial operations of the Station, including its credit and collection and pricing policies and practices, in the ordinary course of business consistent with past practices. 9.1.3 Seller shall operate the Station in all material respects in accordance with FCC rules and regulations and the Station Licenses and with all other laws, regulations, rules and orders, and shall not cause or permit by any act, or failure to act, any of the Station Licenses or other licenses, permits or authorizations listed in Schedule 7.4 to expire, be surrendered, adversely modified, or otherwise terminated, or the FCC to institute any proceedings for the Pre-Closing Tax Period. All suspension, revocation or adverse modification of such matters any of the Station Licenses, or fail to prosecute with due diligence any pending applications to the FCC. 9.1.4 Seller shall not: (a) sell, lease or dispose of or commit to sell, lease or dispose of any of the Station Assets except in the ordinary course of business and subject to the provisions of Section 1.1.2 hereof; (b) sell broadcast time on a prepaid basis (other than in the course of existing credit practices); (c) grant or agree to grant any increases in the rates of salaries or compensation payable to employees of the Station other than scheduled salary increases; (d) grant or agree to grant any bonus to any employee of the Station which will not be referred paid in full by Seller prior to herein as the Purchaser’s “Due Diligence.” Closing; (e) Not provide for any new pension, retirement or other employment benefits for employees of the Station or any increases in any existing benefits; (f) modify, change or terminate any Contract without prior written permission of the Buyer; (g) change the advertising rates in effect as of the date hereof except in accordance with ordinary course of business pricing policies; (h) create, assume or permit to exist any mortgage, pledge, lien, or other charge or encumbrance or rights affecting any of the Station Assets, except for those in existence on the date of this Agreement and disclosed herein or in the Schedules attached hereto; (i) initiate change the call letters of the Station; or encourage (j) take any action which would cause any representation or warranty contained herein to be or become false or invalid or which could hinder or delay the submission consummation of the transactions contemplated by this Agreement. 9.1.5 Seller will provide Buyer prompt written notice of any material change in any of the information contained in the representations and warranties made in Article 7 or any Schedule. 9.1.6 In order that Buyer may have full opportunity to make such investigation as it desires of the affairs of the Station, Seller shall give or cause the Station to give Buyer and Buyer's counsel, accountants and engineers reasonable access to all of Seller's properties, books, Contracts, Trade Agreements, Time Sales Agreements, reports and records (including, without limitation, financial information and tax returns relating to the Station), real estate, buildings and equipment relating to the Station and to the Station's employees, and to furnish Buyer with information and copies of all documents and agreements relating to the Station and the operation thereof (including but not limited to financial and operating data and other information concerning the financial condition, results of operations and business of the Station) that Buyer may reasonably request. The rights of Buyer under this Section 9.1 shall not be exercised in such a manner as to interfere directly or indirectly with the business of the Station. 9.1.7 Within twenty-five (25) days of the end of each month, Seller shall deliver to Buyer an unaudited statement of revenue and expenses of Seller and a balance sheet for the month then ended (collectively, the "Interim Financial Statements"). Seller shall also furnish to Buyer any and all information customarily prepared by Seller concerning the financial condition and results of operations of the Station that Buyer may request. 9.1.8 Seller shall use all reasonable efforts to obtain any third party proposal relating consents necessary for the assignment of any Contract. 9.1.9 Seller shall use all reasonable efforts to the acquisition transfer to Buyer any discounts or other benefits which it enjoys under any arrangement as described in Section 7.20 of the Assets, or the equity of Seller, or (ii) participate in any discussions regarding, furnish any information with respect to, assist or participate in, or otherwise facilitate any effort by any third party to do or seek any of the foregoing. Seller will promptly notify Purchaser if any third party makes any such proposal or contact with respect to any of the foregoingthis Agreement.

Seller’s Pre-Closing Covenants. From Seller covenants and agrees with respect to the Stations that between the date hereof through and the ClosingClosing Date, unless Purchaser otherwise agrees except as expressly permitted by this Agreement or with the prior written consent of Buyer, it shall act in writingaccordance with the following: 9.1.1 Seller shall conduct the business and operations of the Stations in the ordinary and prudent course of business and with the intent of preserving the ongoing operations and assets of the Stations, including, but not limited to, maintaining the independent identity of the Stations, retaining the current format of the Stations and using its best efforts to retain the services of key employees. 9.1.2 Seller Parties shallshall use commercially reasonable efforts to preserve the operation of the Stations intact and to preserve the business of Stations' customers, suppliers and others having business relations with the Stations and continue to conduct financial operations of the Stations, including its credit and collection policies, in the ordinary course of business with substantially the same effort, and to substantially the same extent and in the same manner, as in the prior conduct of the business of the Stations. 9.1.3 Seller shall operate the Stations in all material respects in accordance with FCC Rules and Regulations and the Station Licenses and with all other laws, regulations, rules and orders, and shall not cause or permit by any act, or failure to act, any of the Station Licenses to expire, be surrendered, adversely modified, or otherwise terminated, or the FCC to institute any proceedings for the suspension, revocation or adverse modification of any of the Station Licenses, or fail to prosecute with due diligence any pending applications to the FCC. 9.1.4 Should any fact relating to Seller which would cause the Water CompaniesFCC to deny its consent to the transactions contemplated by this Agreement come to Seller's attention, to: (a) Cooperate with Purchaser in good faith Seller shall promptly notify Buyer thereof and shall use its reasonable efforts to take such actions steps as may be necessary or desirable to promptly cause the conditions to Purchaser’s obligations to close to be satisfied. (b) Promptly inform Purchaser in writing of: (i) remove any event that could reasonably be expected to result in a breach of the representations, warranties or covenants of the Seller Parties hereunder; or (ii) events or conditions which could reasonably be expected to result in a Material Adverse Change such impediment to the Assets, though no such notification transactions contemplated by this Agreement. [NYCORP] 35907.1 9.1.5 Seller shall cure any such breach not other than in the ordinary course of business or Material Adverse Change. (c) Maintain and preserve all of the Assets and other properties which are necessary for the conduct of the Business and preserve its present business relationships (including its customer relationships), and continue to compensate its agents in accordance with past custom and practiceprepared budgets attached hereto as Schedule 9. (d) Afford the representatives of Purchaser and its affiliates complete access at all reasonable times to (i) the Assets for the purpose of inspecting the same, (ii) the officers, employees, agents, attorneys, accountants, properties, Books and Records, and Financial Statements of the Seller Parties and the Water Companies, and shall furnish Purchaser and its representatives all financial, operating and other data and information as Purchaser, through its representatives, may reasonably request, including but not limited to Tax Returns for the Pre-Closing Tax Period. All of such matters shall be referred to herein as the Purchaser’s “Due Diligence.” (e) Not (i) initiate or encourage the submission of any third party proposal relating to the acquisition of the Assets, or the equity of Seller, or (ii) participate in any discussions regarding, furnish any information with respect to, assist or participate in, or otherwise facilitate any effort by any third party to do or seek any of the foregoing. Seller will promptly notify Purchaser if any third party makes any such proposal or contact with respect to any of the foregoing.

Seller’s Pre-Closing Covenants. From Subject to Buyer's time brokering of the Citicasters Stations pursuant to the Time Brokerage Agreement, Seller covenants and agrees with respect to the Station that, between the date hereof through and the ClosingClosing Date, unless Purchaser otherwise agrees except as expressly permitted by this Agreement or with the prior written consent of Buyer, Seller shall act in writingaccordance with the following; provided however, that Seller and Buyer acknowledge that concurrent with the execution of this Agreement Buyer and Seller Parties shall, have entered into the Time Brokerage Agreement and shall such parties understand that any TBA Events which would cause the Water Companies, to: (a) Cooperate with Purchaser in good faith any of Seller's covenants and take such actions necessary or desirable to promptly cause the conditions to Purchaser’s obligations to close agreements to be satisfied. (b) Promptly inform Purchaser in writing of: (i) any event that could reasonably breached by Seller, shall not be expected deemed to result in a breach or nonperformance of such covenants and agreements by Seller: 9.1.1 Seller shall conduct the business and operations of the representationsCiticasters Stations in the ordinary course of business consistent with past practice; 9.1.2 Seller shall operate the Citicasters Stations in all material respects in accordance with FCC rules and regulations and the Citicasters Stations Licenses and with all other laws, warranties regulations, rules and orders, and shall not cause or covenants permit by any act, or failure to act, any of the Citicasters Stations Licenses or other licenses, permits or authorizations listed in SCHEDULE 7.4 to expire, be surrendered, adversely modified (other than as set forth in SCHEDULE 7.4 or as specifically permitted by this Agreement), or otherwise terminated, or the FCC to institute any proceedings for the suspension, revocation or adverse modification of any of the Citicasters Stations Licenses, or fail to prosecute with due diligence any pending applications to the FCC. 9.1.3 Should any fact relating to Seller Parties hereunderwhich would cause the FCC to deny its consent to the transactions contemplated by this Agreement come to Seller's attention, Seller will promptly notify Buyer thereof and will use its reasonable efforts to take such steps as may be necessary to remove any such impediment to the FCC's consent to the transactions contemplated by this Agreement. 9.1.4 Subject to the rights and obligations of the parties set forth in, and actions taken by the parties pursuant to the Time Brokerage Agreement, Seller shall not, and shall use its best efforts to cause Nationwide to not: (a) sell, lease or dispose of or commit to sell, lease or dispose of any of the Stations Assets, except as permitted pursuant to Section 1.1.2 hereof; (b) sell broadcast time on a prepaid basis with regard to the Citicasters Stations (other than in the course of existing credit practices); (b) change the advertising rates with regard to the Citicasters Stations in effect as of the date hereof except in accordance with ordinary course of business pricing policies; or (iic) events create, assume or conditions which could reasonably be expected permit to result exist any Liens or rights affecting any of the Stations Assets, except for those in a Material Adverse Change existence on the date of this Agreement and disclosed in SCHEDULE 7.8 or SCHEDULE 7.9(a). 9.1.5 Except for changes resulting from Buyer's actions pursuant to the AssetsTime Brokering Agreement, though no such notification Seller shall cure provide Buyer prompt written notice of any such breach change in any of the information contained in the representations and warranties made in Article 7 or Material Adverse Changeany Schedule. (c) Maintain and preserve all 9.1.6 In order that Buyer may have full opportunity to make such investigation as it desires of the Assets and other properties which are necessary for the conduct affairs of the Business Stations, Seller shall give or cause the Citicasters Stations to give Buyer and preserve its present business relationships (including its customer relationships), and continue to compensate its agents in accordance with past custom and practice. (d) Afford the representatives of Purchaser and its affiliates complete access at all reasonable times to (i) the Assets for the purpose of inspecting the same, (ii) the officers, employees, agents, attorneysBuyer's counsel, accountants, engineers and other representatives, at Buyer's reasonable request and upon reasonable notice, full and reasonable access during normal business hours to all of Seller's personnel, properties, Books books, Contracts, reports and Recordsrecords (including, without limitation, financial information and tax returns relating to the Citicasters Stations, and Financial Statements environmental audits in existence with respect to the Stations Assets), real estate, buildings and equipment relating to the Stations and to the Stations' employees, and to furnish Buyer with information and copies of all documents and agreements relating to the Seller Parties Stations and the Water Companies, and shall furnish Purchaser and its representatives all financial, operating and other data and information as Purchaser, through its representatives, may reasonably request, operation thereof (including but not limited to Tax Returns financial and operating data and other information concerning the financial condition, results of operations and business of the Stations) that Buyer may reasonably request. Until the Commencement Date, at Buyer's request Seller shall promptly deliver to Buyer an unaudited statement of revenue and expenses of the Stations and a balance sheet for the Pre-Closing Tax Periodmonth then ended. All The rights of Buyer under this Section 9.1.6 shall not be exercised in such matters a manner as to interfere unreasonably with the business of the Stations. 9.1.7 Seller shall be referred use its reasonable best efforts to herein as the Purchaser’s “Due Diligence.” (e) Not (i) initiate or encourage the submission of obtain any third party proposal relating consents necessary for the assignment of any Contract (which shall not require any payment to any such third party except for such amounts contemplated by the acquisition of the AssetsContract to be assigned, any amount then owing by Seller to such third party or the equity of Sellerreasonable expenses incurred by such third party in connection with such assignment), or (ii) participate obtain the amendments set forth in any discussions regardingSection 14.1.8, furnish any information and (iii) reasonably cooperate with respect to, assist or participate in, or otherwise facilitate any effort by any third party to do or seek any of Buyer in negotiating with the foregoing. Seller will promptly notify Purchaser if any third party makes any such proposal or contact landlord with respect to any of the foregoingstudio lease for the current Nationwide Stations ("Studio Lease").