Common use of Transactions Prior to the Closing Date Clause in Contracts

Transactions Prior to the Closing Date. 5.1 Conduct of the Station's Business Prior to the Closing Date. Seller covenants and agrees with Buyer that between the date hereof and the Closing Date, unless the Buyer otherwise agrees in writing (which agreement shall not be unreasonably withheld), Seller shall: (a) Use reasonable commercial efforts to maintain insurance upon all of the tangible Sale Assets in such amounts and of such kind comparable to that in effect on the date hereof with respect to such Sale Assets and with respect to the operation of the Station, with insurers of substantially the same or better financial condition; (b) Operate the Station and otherwise conduct its business in all material respects in accordance with the terms or conditions of its FCC Licenses, the Rules and Regulations, the Act and all other rules and regulations, statutes, ordinances and orders of all governmental authorities having jurisdiction over any aspect of the operation of the Station, except where the failure to so operate the Station would not have a material adverse effect on the Sale Assets or the operation of the Station or on the ability of Seller to consummate the transactions contemplated hereby; (c) Comply in all material respects with all Station Agreements now or hereafter existing which are material, individually or in the aggregate, to the operation of the Station; (d) Promptly notify Buyer of any material default by, or claim of default against, any party under any Station Agreements which are material, individually or in the aggregate, to the operation of the Station, and any event or condition which, with notice or lapse of time or both, would constitute an event of default under such Station Agreements; (e) Not mortgage, pledge or subject to any Lien other than a Permitted Lien (except in the ordinary course of business) any of the Sale Assets; (f) Not sell, lease or otherwise dispose of, nor agree to sell, lease or otherwise dispose of, any of the Sale Assets, except for dispositions in the ordinary course of business; (g) Not amend or terminate any Station Agreement, other than in the ordinary course of business; (h) Not introduce any material change with respect to the operation of the Station including, without limitation, any material changes in the broadcast hours of the Station or any other material change in the Station's programming policies, except such changes as in the sole discretion of Seller, exercised in good faith after consultation with Buyer, are required by the public interest; (i) Notify Buyer of any material litigation pending or threatened against Station or Seller or any material damage to or destruction of any assets included or to be included in the Sale Assets of which Seller receives actual knowledge.

Transactions Prior to the Closing Date. 5.1 Conduct of the Station's Business Prior to the Closing DateCONDUCT OF THE STATION'S BUSINESS PRIOR TO THE CLOSING DATE. ------------------------------------------------------------ Seller covenants and agrees with Buyer that between the date hereof and the Closing Date, unless the Buyer otherwise agrees in writing (which agreement shall not be unreasonably withheld), Seller shall: (a) Use reasonable efforts to operate the Station in substantially the same manner in which it is currently being operated: (b) Use reasonable commercial efforts to maintain insurance upon all of the tangible Sale Assets in such amounts and of such kind comparable to that in effect on the date hereof with respect to such Sale Assets and with respect to the operation of the Station, with insurers of substantially the same or better financial condition; (bc) Operate the Station and otherwise conduct its business in all material respects in accordance with the terms or conditions of its FCC Licenses, the Rules and Regulations, the Act and use reasonable efforts to conduct its business in accordance with all other rules and regulations, statutes, ordinances and orders of all governmental authorities having jurisdiction over any aspect of the operation of the Station, except where the failure to so operate the Station would not have a material adverse effect on the Sale Assets or the operation of the Station or on the ability of Seller to consummate the transactions contemplated hereby; (cd) Maintain the books and records of the Station in Seller's customary manner on a basis consistent with prior years; (e) Comply in all material respects with all Station Agreements now or hereafter existing which are material, individually or in the aggregate, to the operation of the Station; (df) Promptly notify Buyer of any material default by, or claim of default against, any party under any Station Agreements which are material, individually or in the aggregate, to the operation of the Station, and any event or condition which, with notice or lapse of time or both, would constitute an event of a material default under such Station Agreements; (eg) Not mortgage, pledge or subject to any Lien other than a Permitted Lien (except in the ordinary course of business) any of the Sale Assets; (fh) Not sell, lease or otherwise dispose of, nor agree to sell, lease or otherwise dispose of, any of the Sale Assets, except for dispositions in the ordinary course of business; (gi) Not acquire or lease any goods or services or enter into, amend or terminate any license, lease of real or personal property or any other Station Agreement, other than in the ordinary course of business; (hj) Not introduce any material change with respect to the operation of the Station including, without limitation, any material changes in the broadcast hours of the Station or any other material change in the Station's programming policies, except such changes as in the sole discretion of Seller, exercised in good faith after consultation with Buyer, are required by the public interest; (ik) Notify Buyer of any material litigation pending or threatened against Station or Seller or any material damage to or destruction of any assets included or to be included in the Sale Assets of which Seller receives actual knowledge.Assets;

Transactions Prior to the Closing Date. 5.1 Conduct of the Station's Business Prior to the Closing Date. Seller covenants and agrees with Buyer that between the date hereof and the Closing Date, unless the Buyer otherwise agrees in writing (which agreement shall not be unreasonably withheld), Seller shall: (a) Use reasonable efforts to operate the Station in substantially the same manner in which it is currently being operated: (b) Use reasonable commercial efforts to maintain insurance upon all of the tangible Sale Assets in such amounts and of such kind comparable to that in effect on the date hereof with respect to such Sale Assets and with respect to the operation of the Station, with insurers of substantially the same or better financial condition; (bc) Operate the Station and otherwise conduct its business in all material respects in accordance with the terms or conditions of its FCC Licenses, the Rules and Regulations, the Act and all other rules and regulations, statutes, ordinances and orders of all governmental authorities having jurisdiction over any aspect of the operation of the Station, except where the failure to so operate the Station would not have a material adverse effect on the Sale Assets or the operation of the Station or on the ability of Seller to consummate the transactions contemplated hereby; (cd) Maintain the books and records of the Station in Seller's customary manner on a basis consistent in all material respects with prior years; (e) Comply in all material respects with all Station Agreements now or hereafter existing which are material, individually or in the aggregate, to the operation of the Station; (df) Promptly notify Buyer of any material default by, or claim of default against, any party under any Station Agreements which are material, individually or in the aggregate, to the operation of the Station, and any event or condition which, with notice or lapse of time or both, would constitute an event of default under such Station Agreements; (eg) Not mortgage, pledge or subject to any Lien other than a Permitted Lien (except in the ordinary course of business) any of the Sale Assets; (fh) Not sell, lease or otherwise dispose of, nor agree to sell, lease or otherwise dispose of, any of the Sale Assets, except for dispositions in the ordinary course of business; (gi) Not acquire or lease any goods or services or enter into, amend or terminate any license, lease of real or personal property or any other Station Agreement, other than in the ordinary course of business; (hj) Not introduce any material change with respect to the operation of the Station including, without limitation, any material changes in the broadcast hours of the Station or any other material change in the Station's programming policies, except such changes as in the sole discretion of Seller, exercised in good faith after consultation with Buyer, are required by the public interest; (ik) Notify Buyer of any material litigation pending or threatened against Station or Seller or any material damage to or destruction of any assets included or to be included in the Sale Assets of which Seller receives actual knowledge; (l) Shall file with the FCC, such applications and other documents in the name of Buyer and/or Seller as may be necessary or advisable to obtain any extension, assignment or modification of any construction permits, special temporary authorizations, or any other permits, license or authorizations of the FCC applicable to the Station ("FCC Authorizations"), reasonably requested by Buyer. Buyer shall pay the filing fees, if any, of any extension, assignment of modification of any FCC Authorization. Notwithstanding the foregoing, nothing contained herein shall be deemed to require Seller to return the Station to the air in the event of forfeitures of the Harbor Island tower site by eminent domain proceedings prior to Closing. All proceeds received from any such proceedings shall be the property of Buyer and Buyer shall bear sole responsibility, with the reasonable cooperation of Seller, for relocating the tower. (m) Promptly notify Buyer of any communication or action by any entity or person relating to the Proceedings. Seller shall take no action or make no communication relating to the Proceedings with any entity or person except as authorized in advance by Buyer or Buyer's representatives.

Transactions Prior to the Closing Date. 5.1 Conduct of the Station's Business Prior to the Closing Date. Seller covenants and agrees with Buyer that between the date hereof and the Closing Date, unless the Buyer otherwise agrees in writing (which agreement shall not be unreasonably withheldwithheld or delayed), and except as otherwise set forth in the LMA, Seller shall: (a) Use reasonable commercial efforts to maintain insurance upon all of the tangible Sale Assets in such amounts and of such kind comparable to that in effect on the date hereof consistent with respect to such Sale Assets and with respect to the operation of the Station, with insurers of substantially the same or better financial conditionits practices for other stations; (b) Operate the Station and otherwise conduct its business in all material respects in accordance with the terms or conditions of its FCC Licenses, the Rules and Regulations, the Act and all other rules and regulations, statutes, ordinances and orders of all governmental authorities having jurisdiction over any aspect of the operation of the Station, except where the failure to so operate the Station would not have constitute a material adverse effect Material Adverse Condition on the Sale Assets or the operation of the Station or on the ability of Seller to consummate the transactions contemplated hereby; (c) Comply in all material respects with all Station Agreements Buyer is assuming now or hereafter existing which are material, individually or in the aggregate, to the operation of the Stationexisting; (d) Promptly notify Buyer of any material default by, or claim of default against, any party under any Station Agreements which are material, individually or in the aggregate, to the operation of the Station, Buyer is assuming and any event or condition which, with notice or lapse of time or both, would constitute an event of default under such Station Agreements; (e) Not mortgage, pledge or subject any of the Sale Assets to any Lien other than a Permitted Lien (except in the ordinary course of business) any of the Sale Assets;Lien; As set Purchase Agreement KTRB(AM) (f) Not sell, lease or otherwise dispose of, nor agree to sell, lease or otherwise dispose of, any of the Sale Assets, except for dispositions in the ordinary course Assets unless replaced with similar items of businesssubstantially equal or greater value and utility; (g) Not amend or terminate any Station Agreement, other than in the ordinary course of business;; and (h) Not introduce any material change with respect to the operation of the Station including, without limitation, any material changes in the broadcast hours of the Station or any other material change in the Station's programming policies, except such changes as in the sole discretion of Seller, exercised in good faith after consultation with Buyer, are required by the public interest; (i) Notify Buyer of any complaints, investigations or any material litigation pending or threatened against the Station or Seller or any material damage to or destruction of any assets included or to be included in the Sale Assets of which Seller receives actual knowledgeAssets.

Transactions Prior to the Closing Date. 5.1 Conduct of the Station's Business Prior to the Closing DateCONDUCT OF THE STATIONS' BUSINESS PRIOR TO THE CLOSING DATE. Seller covenants ------------------------------------------------------------ Sellers covenant and agrees agree with Buyer that between the date hereof and the Closing Date, unless the Buyer otherwise agrees in writing (which agreement shall not be unreasonably withheld), Seller Sellers shall: (a) Subject to the LMA, operate the Stations in the ordinary course consistent in all material respects with past practice; (b) Use reasonable commercial efforts to maintain insurance upon all of the tangible Sale Assets in such amounts and of such kind comparable to that in effect on the date hereof with respect to such Sale Assets and with respect to the operation of the StationStations, with insurers of substantially the same or better financial condition; (bc) Operate Subject to the Station LMA, operate the Stations and otherwise conduct its their business in all material respects in accordance with the terms or conditions of its their FCC Licenses, the Rules and Regulations, the Act and all other rules and regulations, statutes, ordinances and orders of all governmental authorities having jurisdiction over any aspect of the operation of the StationStations, except where the failure to so operate the Station Stations would not have a material adverse effect on the Sale Assets or the operation of the Station Stations or on the ability of Seller Sellers to consummate the transactions contemplated hereby; (cd) Maintain the books and records of the Stations in Seller's customary manner on a basis consistent with prior years; (e) Comply in all material respects with all Station Agreements now or hereafter existing which are material, individually or in the aggregate, to the operation or financial condition of the StationStations; (df) Promptly notify Buyer of any material default by, or claim of default against, any party under any Station Agreements which are material, individually or in the aggregate, to the operation or financial condition of the StationStations, and any event or condition which, with notice or lapse of time or both, would constitute an event of default under such Station Agreements; (eg) Not mortgage, pledge or subject to any Lien other than a Permitted Lien (except in the ordinary course of business) any of the Sale Assets; ; (fh) Not sell, lease or otherwise dispose of, nor agree to sell, lease or otherwise dispose of, any of the Sale Assets, except for dispositions in the ordinary course of business; (gi) Not acquire or lease any goods or services or enter into, amend or terminate any license, lease of real or personal property or any other Station Agreement, other than in the ordinary course of business; (hj) Not Subject to the LMA, not introduce any material change with respect to the operation of the Station Stations including, without limitation, any material changes in the broadcast hours of the Station Stations or any other material change in the Station's Stations' programming policies, except such changes as in the sole discretion of Seller, exercised in good faith after consultation with Buyer, are required by the public interest; (ik) Not voluntarily agree to enter into any collective bargaining agreement applicable to any employees of the Stations or otherwise recognize any union as the bargaining representative of any such employees; and not enter into any collective bargaining agreement applicable to any employees of the Stations which provides that it shall be binding upon any "successor" employer of such employees; or (l) Not enter into any new Trade Agreements other than in the ordinary course of business. (m) Notify Buyer of any material litigation pending or threatened against Station Stations or Seller Sellers or any material damage to or destruction of any assets included or to be included in the Sale Assets of which Seller receives actual knowledge.Assets;