Common use of Certain Changes Clause in Contracts

Certain Changes. Since January 1, 2004, and through the date of this Agreement except as set forth in Schedule 4.3(f) (and provided that no representation or warranty is made with respect to the Transferred Assets or the Excluded Liabilities), neither Company has: (i) issued, sold or otherwise disposed of any of its capital stock or equivalent equity interest, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock or equivalent equity interest; (ii) made any sale, purchase, assignment, lease, license, abandonment, transfer or other disposition of any material portion of its respective assets or properties, including any Company Intellectual Property, other than sales of Inventory in the ordinary course of business consistent with past practice or as required by the Rebuild of the San ▇▇▇▇ System, or taken any action that would reasonably be expected to result in the loss, lapse or abandonment of any Company Intellectual Property other than in the ordinary course of business consistent with past practice (unless, in either case, such assets were unnecessary or obsolete or comparable replacements were made therefor), or permitted any of such assets or properties to be subjected to any Lien of any kind other than Permitted Liens; (iii) made or promised any bonus or material increase in the salary or other compensation payable or to become payable to any manager, director, officer, employee or consultant of the Companies, other than annual salary increases and annual bonuses made in the ordinary course consistent with past practice or required by the terms of a Material Contract (and, if committed to prior to the Closing Date (by contract or otherwise) and then payable but not paid, fully accrued on the Closing Date Balance Sheet and included as part of the Closing Date Current Liabilities); (iv) accelerated the receipt or recognition of any item of income or offered any discount for sales of advertising or services, other than in the ordinary course of business consistent with past practice; (v) written down the value of any work in progress, or written off as uncollectible any notes or accounts receivable, except in the ordinary course of business consistent with past practice; (vi) other than cash dividends, distributions and payments to ML Media or Century or their respective Affiliates, made any dividend, distribution or other payment to any Seller or their respective Affiliates; (vii) received any notice of any new labor union organizing activity, any actual or threatened employee strikes, work stoppages, slowdowns or lockouts, or any material adverse change in the aggregate in its relations with its employees, agents, customers, suppliers or consultants; (viii) entered into, amended in any material respect or terminated any employment agreement that (initially or as amended) is a Material Contract or Collective Bargaining Agreement, whether written or oral, other than in the ordinary course of business consistent with past practice; (ix) implemented any layoff of employees that could implicate the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar foreign, state, Commonwealth or local law, regulation or ordinance (jointly, the “WARN Act”); (x) made or suffered any change in or amendment to its organizational documents; (xi) cancelled, compromised, waived or released any material right or claim (or series of related rights and claims) other than by order of the Bankruptcy Court; (xii) entered into, terminated, modified, amended, renewed or made any other change in any Material Contract (including, without limitation, any contract for the purchase of goods, equipment or services of amounts in excess of $100,000 or any contract for the merger or consolidation with, or the acquisition of any material assets of, any other Person) other than in the ordinary course of business consistent with past practice; (xiii) discharged or satisfied any obligation or Liability or made any settlement or compromise of any litigation, other than in the ordinary course of business consistent with past practice, by order of the Bankruptcy Court or pursuant to the Plan; (xiv) incurred any indebtedness or issued, assumed or guaranteed any debt or other Liability of any third party other than indebtedness incurred, or debt or Liabilities guaranteed, in an amount (individually or in the aggregate) less than $100,000; (xv) engaged in any transaction that, individually or in the aggregate, has caused or would reasonably be expected to cause a Material Adverse Effect; (xvi) since January 1, 2005, committed to make any capital expenditure (or series of related capital expenditures), other than any capital expenditure to be made in connection with the Rebuild of the San ▇▇▇▇ System, that will not be fully paid prior to the Closing Date and either involves more than $100,000 in any single case or $250,000 in the aggregate or is outside the ordinary course of business unless such commitment is reflected in the 2005 Budget; (xvii) adopted, amended, modified, or terminated any bonus, profit sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan) except in the ordinary course of business consistent with past practice; or (xviii) made a commitment, whether or not in writing, to do any of the foregoing.

Certain Changes. Since January 1June 30, 20042007, Seller and through each Seller Entity have conducted the date of this Agreement except as set forth in Schedule 4.3(f) (and provided that no representation or warranty is made with respect to the Transferred Assets or the Excluded Liabilities), neither Company has: (i) issued, sold or otherwise disposed of any of its capital stock or equivalent equity interest, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock or equivalent equity interest; (ii) made any sale, purchase, assignment, lease, license, abandonment, transfer or other disposition of any material portion of its respective assets or properties, including any Company Intellectual Property, other than sales of Inventory Businesses solely in the ordinary course of business consistent with past practice practices, and have used commercially reasonable efforts to preserve the Businesses, and except as specifically listed on Schedule 4.9, since June 30, 2007, there has not been, with respect to the Businesses, any: (a) material adverse change of any nature whatsoever in the business, operations, cash flows, affairs, prospects, liabilities (contingent or as required by otherwise), results of operation, properties or assets or the Rebuild condition (financial or otherwise) of the San ▇▇▇▇ SystemBusinesses, or taken any action event or circumstance that would would, individually or in the aggregate, reasonably be expected to result in such a material adverse change; (b) damage, destruction or loss (whether or not covered by insurance) that resulted in or could reasonably be expected to result in losses with respect to the loss, lapse Purchased Assets or abandonment the Businesses of more than Ten Thousand Dollars ($10,000); (c) revaluation or write-down of any Company Intellectual Property of the Purchased Assets or any other assets or properties associated with the Businesses; (d) amendment or termination of any Material Agreement other than in the ordinary course of business consistent with past practice (unless, or as contemplated in either case, such assets were unnecessary or obsolete or comparable replacements were made therefor), or permitted any of such assets or properties to be subjected to any Lien of any kind other than Permitted Liensthis Agreement; (iiie) made change by Seller or promised any bonus Seller Entity in its accounting principles, methods or material increase practices or in the salary manner it keeps its books and records or other compensation payable any change by Seller or any Seller Entity of its current practices with respect to become payable sales, receivables, payables or accrued expenses related to the Businesses; (i) grant of any severance, continuation or termination pay to any manager, director, officer, shareholder or employee of Seller or consultant of the Companies, other than annual salary increases and annual bonuses made any Seller Entity engaged in the ordinary course consistent Businesses; (ii) entering into of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with past practice any director, officer, shareholder or required by employee of Seller or any Seller Entity engaged in the terms Businesses; (iii) increase in benefits payable or potentially payable under any severance, continuation or termination pay policies or employment agreements with any director, officer, shareholder or employee of a Material Contract (and, if committed to prior to Seller or any Seller Entity engaged in the Closing Date (by contract or otherwise) and then payable but not paid, fully accrued on the Closing Date Balance Sheet and included as part of the Closing Date Current Liabilities); Businesses; (iv) accelerated increase in compensation, bonus or other benefits payable or potentially payable to directors, officers, shareholders or employees of Seller or any Seller Entity engaged in the receipt or recognition of any item of income or offered any discount Businesses, except for sales of advertising or services, other than customary increases in non-executive employee compensation made in the ordinary course of business and consistent with past practicepractices; (v) change in the terms of any bonus, pension, insurance, health or other benefit plan of Seller or any Seller Entity related to the Businesses; or (vi) representation of Seller or any Seller Entity to any employee or former employee of Seller or any Seller Entity engaged in the Businesses that Buyer would assume, continue to maintain or implement any benefit plan or would continue to employ such employees after the Closing Date; (vg) written down disposal of assets used or held for use in the value Businesses outside of any work in progress, or written off as uncollectible any notes or accounts receivable, except in the ordinary course of business consistent with past practice; (vi) other than cash dividendsbusiness, distributions and payments including any transfer to ML Media or Century or their respective Affiliates, made any dividend, distribution affiliate or other payment to division of or within Seller or any Seller or their respective Affiliates; (vii) received any notice of any new labor union organizing activity, any actual or threatened employee strikes, work stoppages, slowdowns or lockouts, or any material adverse change in the aggregate in its relations with its employees, agents, customers, suppliers or consultants; (viii) entered into, amended in any material respect or terminated any employment agreement that (initially or as amended) is a Material Contract or Collective Bargaining Agreement, whether written or oral, other than in the ordinary course of business consistent with past practice; (ix) implemented any layoff of employees that could implicate the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar foreign, state, Commonwealth or local law, regulation or ordinance (jointly, the “WARN Act”); (x) made or suffered any change in or amendment to its organizational documents; (xi) cancelled, compromised, waived or released any material right or claim (or series of related rights and claims) other than by order of the Bankruptcy Court; (xii) entered into, terminated, modified, amended, renewed or made any other change in any Material Contract (including, without limitation, any contract for the purchase of goods, equipment or services of amounts in excess of $100,000 or any contract for the merger or consolidation with, or the acquisition of any material assets of, any other Person) other than in the ordinary course of business consistent with past practice; (xiii) discharged or satisfied any obligation or Liability or made any settlement or compromise of any litigation, other than in the ordinary course of business consistent with past practice, by order of the Bankruptcy Court or pursuant to the Plan; (xiv) incurred any indebtedness or issued, assumed or guaranteed any debt or other Liability of any third party other than indebtedness incurred, or debt or Liabilities guaranteed, in an amount (individually or in the aggregate) less than $100,000; (xv) engaged in any transaction that, individually or in the aggregate, has caused or would reasonably be expected to cause a Material Adverse Effect; (xvi) since January 1, 2005, committed to make any capital expenditure (or series of related capital expenditures), other than any capital expenditure to be made in connection with the Rebuild of the San ▇▇▇▇ System, that will not be fully paid prior to the Closing Date and either involves more than $100,000 in any single case or $250,000 in the aggregate or is outside the ordinary course of business unless such commitment is reflected in the 2005 Budget; (xvii) adopted, amended, modified, or terminated any bonus, profit sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan) except in the ordinary course of business consistent with past practiceEntity; or (xviiih) made a commitmentagreement by Seller or any Seller Entity to do, whether either directly or not in writingindirectly, to do any of the foregoingthings described in the preceding clauses (a) through (g).

Certain Changes. Since January 1December 31, 20042011, and through each Seller has conducted the date of this Agreement except as set forth in Schedule 4.3(f) (and provided that no representation or warranty is made with respect to the Transferred Assets or the Excluded Liabilities), neither Company has: (i) issued, sold or otherwise disposed of any of its capital stock or equivalent equity interest, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock or equivalent equity interest; (ii) made any sale, purchase, assignment, lease, license, abandonment, transfer or other disposition of any material portion of its respective assets or properties, including any Company Intellectual Property, other than sales of Inventory Business solely in the ordinary course of business consistent with past practice or practices, and each Seller has used its commercially reasonable efforts to preserve the Business and its assets and properties. Without limiting the foregoing, except as required by specifically listed in the Rebuild relevant subsection of Section 4.12 of the San ▇▇▇▇ SystemDisclosure Letter, since December 31, 2011, there has not been in respect of the Business or taken any action the Purchased Assets any: (a) event or circumstance that would has had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) damage, destruction or loss (whether or not covered by insurance) that resulted in or could reasonably be expected to result in losses with respect to the lossBusiness or the Purchased Assets, lapse in the aggregate, of more than Twenty-Five Thousand Dollars ($25,000); (c) revaluation or abandonment write-down of any Company Intellectual Property of the Purchased Assets; (d) amendment or termination of any Material Contract other than in the ordinary course of business, consistent with past practices; (e) change in any accounting principles, methods or practices with respect to the Business or the Purchased Assets, or in the manner any Seller keeps its books and records relating thereto, or any change by a Seller of its current practices with regard to sales, Inventory, or Inventory valuation in the Business; (f) (i) grant of any severance, continuation or termination pay to any Covered Employee; (ii) entering into of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any Covered Employee or any associate of the foregoing; (iii) increase in benefits payable or potentially payable under any severance, continuation or termination pay policies or employment agreements with any Covered Employee or any associate of any of the foregoing; (iv) increase in compensation, bonus or other benefits payable or potentially payable to any Covered Employee or any associate of any of the foregoing; (v) change in the terms of any bonus, pension, insurance, health or other benefit plan of a Seller applicable to Covered Employees; or (vi) representation by any Seller to any employee or former employee that a Seller or Buyer would continue to maintain or implement any benefit plan or would continue to employ such employee after the Closing Date; (g) acquisition or disposal of assets (except sales of Inventory in bona fide, arms length transactions entered into in the ordinary course of business consistent with past practice); (h) capital expenditures exceeding, individually or in the aggregate, Twenty-Five Thousand Dollars ($25,000); (i) any change in any pricing practices (other than in the ordinary course of business consistent with past practice (unless, in either case, such assets were unnecessary or obsolete or comparable replacements were made therefor), or permitted any of such assets or properties to be subjected to any Lien of any kind other than Permitted Liens; (iii) made or promised any bonus or material increase in the salary or other compensation payable or to become payable to any manager, director, officer, employee or consultant of the Companies, other than annual salary increases and annual bonuses made in the ordinary course consistent with past practice or required by the terms of a Material Contract (and, if committed to prior to the Closing Date (by contract or otherwise) and then payable but not paid, fully accrued on the Closing Date Balance Sheet and included as part of the Closing Date Current Liabilitiespractices); (ivj) accelerated the receipt or recognition of any item of income or offered any discount for sales of advertising or services, other than in the ordinary course of business consistent with past practice; (v) written down the value of any work in progress, or written off as uncollectible any notes or accounts receivable, except in the ordinary course of business consistent with past practice; (vi) other than cash dividends, distributions and payments to ML Media or Century or their respective Affiliates, made any dividend, distribution or other payment to any Seller or their respective Affiliates; (vii) received any notice of any new labor union organizing activity, any actual or threatened employee strikes, work stoppages, slowdowns or lockouts, or any material adverse change in the aggregate in its relations with its employees, agents, customers, suppliers or consultants; (viii) entered into, amended in any material respect or terminated any employment agreement that (initially or as amended) is a Material Contract or Collective Bargaining Agreement, whether written or oral, other than in the ordinary course of business consistent with past practice; (ix) implemented any layoff of employees that could implicate the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar foreign, state, Commonwealth or local law, regulation or ordinance (jointly, the “WARN Act”); (x) made or suffered any change in or amendment to its organizational documents; (xi) cancelled, compromised, waived or released any material right or claim (or series of related rights and claims) other than by order of the Bankruptcy Court; (xii) entered into, terminated, modified, amended, renewed or made any other change in any Material Contract (including, without limitation, any contract for the purchase of goods, equipment or services of amounts in excess of $100,000 or any contract for the merger or consolidation with, or the acquisition of any material assets of, any other Person) other than in the ordinary course of business consistent with past practice; (xiii) discharged or satisfied any obligation or Liability or made any settlement or compromise of any litigationclaim, other than in the ordinary course suit or cause of business consistent with past practice, by order of the Bankruptcy Court or pursuant to the Plan; (xiv) incurred any indebtedness or issued, assumed or guaranteed any debt or other Liability of any third party other than indebtedness incurred, or debt or Liabilities guaranteed, in an amount (individually or in the aggregate) less than $100,000; (xv) engaged in any transaction that, individually or in the aggregate, has caused or would reasonably be expected to cause a Material Adverse Effect; (xvi) since January 1, 2005, committed to make any capital expenditure (or series of related capital expenditures), other than any capital expenditure to be made in connection with the Rebuild of the San ▇▇▇▇ System, that will not be fully paid prior to the Closing Date and either involves action involving more than Twenty-Five Thousand Dollars ($100,000 in any single case or $250,000 in the aggregate or is outside the ordinary course of business unless such commitment is reflected in the 2005 Budget; (xvii) adopted, amended, modified, or terminated any bonus, profit sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan) except in the ordinary course of business consistent with past practice25,000); or (xviiik) made agreement by a commitmentSeller to do, whether either directly or not in writingindirectly, to do any of the foregoingthings described in the preceding clauses (c) through (j).

Certain Changes. Since January 1, 2004, and through Between the date of hereof and the Closing Date, ---------------- except as otherwise specifically permitted by this Agreement except as set forth in Schedule 4.3(f) or unless the prior written consent of Buyer is obtained (and provided that no representation such consent not to be unreasonably withheld or warranty is made with respect to the Transferred Assets or the Excluded Liabilitiesdelayed), neither none of Parent, Seller, NMT-US or any Acquired Company has: shall permit (ia) issued, sold the imposition or otherwise disposed attachment of any of its capital stock or equivalent equity interest, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) Lien on any of its capital stock or equivalent equity interest; (ii) made any sale, purchase, assignment, lease, license, abandonment, transfer or other disposition of any material portion of its respective assets or properties, including any Company Intellectual Propertythe Assets, other than sales of Inventory inchoate liens incurred in the ordinary course of business consistent with past practice which would not have a Material Adverse Effect, individually or as required by in the Rebuild aggregate, (b) the sale, assignment, transfer, abandonment or other disposition of any of the San ▇▇▇▇ SystemAssets, or taken any action that would reasonably be expected to result in the lossinterest therein, lapse or abandonment of any Company Intellectual Property other than sales of Products in the ordinary course of business consistent the Business, (c) the sale, merger or consolidation of any of the Acquired Companies or any equity interests therein to or with past practice any Person, (unlessd) the modification, in either caseamendment, such assets were unnecessary alteration, waiver or obsolete or comparable replacements were made therefortermination of any of the Contracts required to be disclosed on Schedule 3.7(m), Schedule 3.8(a), Schedule 3.8(b)(i), Schedule 3.11(c), Schedule 3.13(ii), Schedule 3.15(a)(ii) or permitted Schedule 3.15(b)(i) hereto or of any right or interest of any Acquired Company or NMT-US thereunder, (e) the declaration or payment of any dividends or other distributions to an equityholder by any of the Acquired Companies (except for the dividend (the "Pre-Closing Dividend") to be made by each of the Acquired Companies in an amount equal to the lesser of (i) the maximum amount of a dividend that may be legally declared and paid in accordance with the requirements and limitations of the Companies Act, 1985, and (ii) the amount of the Intergroup Receivable (after giving effect to the adjustments under Section 2.4 above) of such Acquired Company from Affiliates of Parent (other than another Acquired Company)) or the purchase or redemption of any of their capital shares; or (f) any of the Acquired Companies to (i) take any action to amend its charter or bylaws or other governing documents; (ii) issue any stock, bonds, shares of its capital or other securities, or grant any option or issue any warrant to purchase or subscribe for any of such assets securities or properties to be subjected to issue any Lien of any kind other than Permitted Liens; securities convertible into or exchangeable for such securities; (iii) made incur any obligation or promised any bonus Liability (absolute or material increase in the salary or other compensation payable or to become payable to any managercontingent), director, officer, employee or consultant of the Companies, other than annual salary increases except current Liabilities incurred and annual bonuses made in the ordinary course consistent with past practice or required by the terms of a Material Contract (and, if committed to prior to the Closing Date (by contract or otherwise) and then payable but not paid, fully accrued on the Closing Date Balance Sheet and included as part of the Closing Date Current Liabilities); (iv) accelerated the receipt or recognition of any item of income or offered any discount for sales of advertising or services, other than obligations under Contracts entered into in the ordinary course of business the Business consistent with the Acquired Companies' past practice; ; (viv) written down the value of cancel any work in progress, debts or written off as uncollectible any notes or accounts receivableclaims, except in the ordinary course of business the Business consistent with the Acquired Companies' past practice; (v) make, accrue or become liable for any bonus, profit sharing or incentive payment, except for accruals under existing Employee Benefit Plans, if any, or increase the rate of compensation payable or to become payable by it to any of its officers, directors or employees, other than increases in the ordinary course of the Business consistent with past practice; ; (vi) other than cash dividendsmake any election or give any consent under the Code or the Tax Laws of any jurisdiction or make any termination, distributions and payments to ML Media revocation or Century cancellation of any such election or their respective Affiliates, made any dividend, distribution consent or other payment to compromise or settle any Seller claim for past or their respective Affiliates; present Tax due; (vii) received waive or relinquish any notice rights of any new labor union organizing activity, any actual or threatened employee strikes, work stoppages, slowdowns or lockouts, or any material adverse change in the aggregate in its relations with its employees, agents, customers, suppliers or consultants; value; (viii) entered intomake or permit any act or omission constituting a breach or default under any contract, amended in indenture or agreement by which it or its properties are bound; (ix) enter into any material respect or terminated any employment agreement that (initially or as amended) is a Material Contract or Collective Bargaining Agreement, whether written or oral, Contracts other than those entered into in the ordinary course of business consistent with past practice; (ix) implemented any layoff of employees that could implicate calling for payments which in the Worker Adjustment and Retraining Notification Act of 1988aggregate do not exceed US$50,000 for each such lease, as amendedcontract, agreement or any similar foreign, state, Commonwealth or local law, regulation or ordinance (jointly, the “WARN Act”); understanding; (x) made or suffered engage any change employee for a salary in or amendment to its organizational documents; excess of US$75,000 per annum; (xi) cancelledalter the terms, compromised, waived status or released funding condition of any material right employee benefit plan; or claim (or series of related rights and claims) other than by order of the Bankruptcy Court; (xii) entered into, terminated, modified, amended, renewed commit or made any other change in any Material Contract (including, without limitation, any contract for the purchase of goods, equipment or services of amounts in excess of $100,000 or any contract for the merger or consolidation with, or the acquisition of any material assets of, any other Person) other than in the ordinary course of business consistent with past practice; (xiii) discharged or satisfied any obligation or Liability or made any settlement or compromise of any litigation, other than in the ordinary course of business consistent with past practice, by order of the Bankruptcy Court or pursuant to the Plan; (xiv) incurred any indebtedness or issued, assumed or guaranteed any debt or other Liability of any third party other than indebtedness incurred, or debt or Liabilities guaranteed, in an amount (individually or in the aggregate) less than $100,000; (xv) engaged in any transaction that, individually or in the aggregate, has caused or would reasonably be expected to cause a Material Adverse Effect; (xvi) since January 1, 2005, committed to make any capital expenditure (or series of related capital expenditures), other than any capital expenditure to be made in connection with the Rebuild of the San ▇▇▇▇ System, that will not be fully paid prior to the Closing Date and either involves more than $100,000 in any single case or $250,000 in the aggregate or is outside the ordinary course of business unless such commitment is reflected in the 2005 Budget; (xvii) adopted, amended, modified, or terminated any bonus, profit sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan) except in the ordinary course of business consistent with past practice; or (xviii) made a commitment, whether or not in writing, agree to do any of the foregoingforegoing in the future.

Certain Changes. Since January 1April 30, 20042010, Seller has conducted the Business solely in the ordinary course consistent with past practices, and through Seller has used commercially reasonable efforts to preserve the date of this Agreement Business and the Business Assets. Without limiting the foregoing sentence, except as set forth specifically listed in the relevant subsection of Schedule 4.3(f) (and provided that no representation 4.10 or warranty is made as expressly permitted by this Agreement, since April 30, 2010, with respect to the Transferred Assets or Business and the Excluded Liabilities)Business Assets, neither Company hasthere has not been any: (ia) issuedevent or circumstance that has had or could reasonably be expected to have, sold individually or otherwise disposed in the aggregate, a Material Adverse Effect; (b) damage, destruction or loss (whether or not covered by insurance) that resulted in or could reasonably be expected to result in losses with respect to the Business or the Business Assets, in the aggregate, of more than $200,000; (c) material revaluation or write-down of any of its capital stock or equivalent equity interest, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock or equivalent equity interestthe Business Assets; (iid) made entry into any saleMaterial Contract, purchase, assignment, lease, license, abandonment, transfer or other disposition amendment of any Material Contract other than in the ordinary course of business, or termination of any Material Contract (other than by its terms); (e) material portion change in accounting principles, methods or practices of Seller or any Acquired Subsidiary, or in the manner Seller or any Acquired Subsidiary keeps its books and records, or any material change by Seller or any Acquired Subsidiary of its respective current practices with regard to sales, backlog, customer ▇▇▇▇▇▇▇▇, receivables, payables or accrued expenses; (f) acquisition or disposal of material assets or propertiesmaterial property used or held for use in the Business (except in bona fide, including any Company Intellectual Property, other than sales of Inventory arms length transactions entered into in the ordinary course of business consistent with past practice practice); (g) incurrence by Seller or as required any Acquired Subsidiary of any Debt or refinancing by the Rebuild Seller or any Acquired Subsidiary of the San ▇▇▇▇ Systemany existing Debt; (h) capital expenditures exceeding, individually or taken any action that would reasonably be expected to result in the lossaggregate, lapse or abandonment of $200,000; (i) material change in any Company Intellectual Property pricing practices (other than in the ordinary course of business consistent with past practice (unless, in either case, such assets were unnecessary or obsolete or comparable replacements were made therefor), or permitted any of such assets or properties to be subjected to any Lien of any kind other than Permitted Liens; (iii) made or promised any bonus or material increase in the salary or other compensation payable or to become payable to any manager, director, officer, employee or consultant of the Companies, other than annual salary increases and annual bonuses made in the ordinary course consistent with past practice or required by the terms of a Material Contract (and, if committed to prior to the Closing Date (by contract or otherwise) and then payable but not paid, fully accrued on the Closing Date Balance Sheet and included as part of the Closing Date Current Liabilitiespractices); (ivj) accelerated the receipt settlement or recognition material compromise in any Proceeding involving more than $100,000; (k) payment of any item material Liability or discharge or satisfaction of income or offered any discount for sales of advertising or services, material Lien (other than in the ordinary course of business consistent with past practicepractices) or cancellation of any Debts owed to the Seller or any Acquired Subsidiary or claims of the Seller or any Acquired Subsidiary or waiver of rights, in each case, of any material value; (vl) written down the value of any work in progress, or written off as uncollectible any notes or accounts receivable, except in the ordinary course of business consistent with past practice; (vi) other than cash dividends, distributions and payments to ML Media or Century or their respective Affiliates, made any dividend, distribution or other payment to any Seller or their respective Affiliates; (vii) received any notice of any new labor union organizing activity, any actual or threatened employee strikes, work stoppages, slowdowns or lockouts, or any material adverse change in the aggregate in its relations with its employees, agents, customers, suppliers or consultants; (viii) entered into, amended in any material respect or terminated any employment agreement that (initially or as amended) is a Material Contract or Collective Bargaining Agreement, whether written or oral, other than in the ordinary course of business consistent with past practice; (ix) implemented any layoff of employees that could implicate the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar foreign, state, Commonwealth or local law, regulation or ordinance (jointly, the “WARN Act”); (x) made or suffered any change in or amendment to its organizational documents; (xi) cancelled, compromised, waived or released any material right or claim (or series of related rights and claims) other than by order of the Bankruptcy Court; (xii) entered into, terminated, modified, amended, renewed or made any other change in any Material Contract (including, without limitation, any contract for the purchase of goods, equipment or services of amounts in excess of $100,000 or any contract for the merger or consolidation with, or the acquisition of any material assets of, any other Person) other than in the ordinary course of business consistent with past practice; (xiii) discharged or satisfied any obligation or Liability or made any settlement or compromise of any litigation, other than in the ordinary course of business consistent with past practice, by order of the Bankruptcy Court or pursuant to the Plan; (xiv) incurred any indebtedness or issued, assumed or guaranteed any debt or other Liability of any third party other than indebtedness incurred, or debt or Liabilities guaranteed, in an amount (individually or in the aggregate) less than $100,000; (xv) engaged in any transaction action that, individually or in if taken during the aggregate, has caused or would reasonably be expected to cause a Material Adverse Effect; (xvi) since January 1, 2005, committed to make any capital expenditure (or series period from the date of related capital expenditures), other than any capital expenditure to be made in connection with the Rebuild of the San ▇▇▇▇ System, that will not be fully paid prior to this Agreement through the Closing Date and either involves more than $100,000 in any single case or $250,000 in the aggregate or is outside the ordinary course Date, would constitute a Breach of business unless such commitment is reflected in the 2005 Budget; (xvii) adopted, amended, modified, or terminated any bonus, profit sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan) except in the ordinary course of business consistent with past practiceSection 6.01; or (xviiim) made a commitmentagreement, whether undertaking or not in writingunderstanding by Seller or any Acquired Subsidiary to do, to do either directly or indirectly, any of the foregoingthings described in the preceding clauses (a) through (l).

Certain Changes. Since January 1, 2004, and through the date of this Agreement except Except as set forth in Schedule 4.3(f) (and provided that no representation or warranty is made with respect to the Transferred Assets or the Excluded Liabilities)4.13, neither since December 31, 2014, Company has: (i) issued, sold or otherwise disposed of any of in all material respects, conducted its capital stock or equivalent equity interest, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock or equivalent equity interest; (ii) made any sale, purchase, assignment, lease, license, abandonment, transfer or other disposition of any material portion of its respective assets or properties, including any Company Intellectual Property, other than sales of Inventory affairs in the ordinary course of business consistent with past practice practices, and has used commercially reasonable efforts to preserve the Business and its respective assets. Without limiting the foregoing, except as specifically listed in the relevant subsection of Schedule 4.13, since December 31, 2014, there has not been any: (a) event or as required circumstance that has had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) damage, destruction or loss (whether or not covered by the Rebuild of the San ▇▇▇▇ System, insurance) that resulted in or taken any action that would could reasonably be expected to result in losses, in the lossaggregate, lapse of more than Fifty Thousand Dollars ($50,000); (c) amendment, termination or abandonment threatened termination of any Material Contract other than in the ordinary course of the Business, consistent with past practices; (d) change in accounting principles, methods or practices, or in the manner of keeping books and records, or any change in practices with regard to receivables, payables, sales, Inventory, or Inventory valuation; (e) (i) grant of any severance, continuation or termination pay to any Covered Employee; (ii) entering into of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any Covered Employee or any associate of the foregoing; (iii) increase in benefits payable or potentially payable under any severance, continuation or termination pay policies or employment agreements with any Covered Employee or any associate of any of the foregoing; (iv) increase in compensation, bonus or other benefits payable or potentially payable to any Covered Employee or any associate of any of the foregoing; (v) change in the terms of any bonus, pension, insurance, health or other benefit plan applicable to Covered Employees; or (vi) representation that Company Intellectual Property or Buyer would continue to maintain or implement any benefit plan or would continue to employ any Covered Employee after the Effective Time; (f) acquisition or disposal by the Company of any assets material to the Company’s Business (except in bona fide, arms-length transactions entered into in the ordinary course of business consistent with past practice); (g) capital expenditures exceeding, individually or in the aggregate, Fifty Thousand Dollars ($50,000); (h) change in any pricing practices (other than in the ordinary course of business consistent with past practice (unless, in either case, such assets were unnecessary or obsolete or comparable replacements were made therefor), or permitted any of such assets or properties to be subjected to any Lien of any kind other than Permitted Liens; (iii) made or promised any bonus or material increase in the salary or other compensation payable or to become payable to any manager, director, officer, employee or consultant of the Companies, other than annual salary increases and annual bonuses made in the ordinary course consistent with past practice or required by the terms of a Material Contract (and, if committed to prior to the Closing Date (by contract or otherwise) and then payable but not paid, fully accrued on the Closing Date Balance Sheet and included as part of the Closing Date Current Liabilitiespractices); (ivi) accelerated the receipt settlement or recognition compromise of any item claim, suit or Proceeding; (j) declarations of income or offered any discount for sales of advertising or services, unpaid dividends by Company (other than in the ordinary course of business consistent with past practicepractices); (vk) written down the value of any work in progress, or written off as uncollectible any notes or accounts receivable, except in the ordinary course of business consistent with past practice; (vi) other than cash dividends, distributions and payments to ML Media or Century or their respective Affiliates, made any dividend, distribution or other payment to any Seller or their respective Affiliates; (vii) received any notice of any new labor union organizing activity, any actual or threatened employee strikes, work stoppages, slowdowns or lockouts, or any material adverse change in the aggregate in its relations with its employeescredit policies, agents, customers, suppliers practices or consultants; limits (viii) entered into, amended in any material respect or terminated any employment agreement that (initially or as amended) is a Material Contract or Collective Bargaining Agreement, whether written or oral, other than in the ordinary course of business consistent with past practice; (ix) implemented any layoff of employees that could implicate the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar foreign, state, Commonwealth or local law, regulation or ordinance (jointly, the “WARN Act”practices); (xl) made or suffered any change in or amendment to its organizational documents; (xi) cancelledmaking, compromised, waived or released any material right or claim (or series of related rights and claims) other than by order of the Bankruptcy Court; (xii) entered into, terminated, modified, amended, renewed or made any other change in any Material Contract (including, without limitation, any contract for the purchase of goods, equipment or services of amounts in excess of $100,000 or any contract for the merger or consolidation withchange, or the acquisition revocation of any material assets of, any other Person) other than in the ordinary course of business consistent with past practice; (xiii) discharged or satisfied any obligation or Liability or made any Tax election; settlement or compromise of any litigation, other than Tax claim or Liability; or waiver or extension statute of limitations in the ordinary course respect of business consistent with past practice, by order Taxes or period within which an assessment or reassessment of the Bankruptcy Court or pursuant to the PlanTaxes may be issued; (xivm) incurred any indebtedness or issued, assumed or guaranteed any debt or other Liability of any third party Lien (other than indebtedness incurred, Permitted Liens) created or debt arising with respect to the assets of the Company or Liabilities guaranteed, in an amount (individually the Real Property or in any Share Encumbrance created or arising with respect to the aggregate) less than $100,000Shares; (xvn) engaged in any transaction thatrevocation, individually termination or in the aggregatematerial reduction, has caused actual or would reasonably be expected to cause a Material Adverse Effect; (xvi) since January 1threatened, 2005, committed to make any capital expenditure (or series of related capital expenditures), other than any capital expenditure to be made in connection with the Rebuild of the San ▇▇▇▇ System, that will not be fully paid prior to the Closing Date and either involves more than $100,000 in any single case or $250,000 in the aggregate or is outside the ordinary course of business unless such commitment is reflected in the 2005 Budget; (xvii) adopted, amended, modified, or terminated any bonus, profit sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (Permits or taken any such action with respect to any other Employee Benefit Plan) except in the ordinary course of business consistent with past practiceutilities; or (xviiio) made a commitment, whether or not in writing, any commitment to do any of the foregoing.

Certain Changes. Since January 1(a) Except as may be permitted hereby, 2004during the Interim Period, and through the date Vendor will ensure that the Sold Company will not, without first obtaining the written consent of this Agreement except as set forth in Schedule 4.3(f) the Purchaser (and provided that no representation or warranty is made with respect to the Transferred Assets or the Excluded Liabilitieswhich consent will not be unreasonably withheld), neither Company has:; (i) issuedmake any change in the conduct or operation of the Business or enter into, sold amend, replace or otherwise disposed terminate (other than by expiration pursuant to its terms) any contract, agreement or commitment or make any change to any tariff or file an application to change any tariff if, in any case, to do so would reasonably be expected to have a Material Adverse Effect, unless required to do so by Applicable Laws or the terms of any Authorization applicable to the Sold Company or the Business or both; and with respect to any change to a tariff or application therefor and all other regulatory proceedings respecting the Sold Company during the Interim Period, the provisions of its capital stock or equivalent equity interestSections 6.1(d), or granted any options6.1(e) and 6.1(f) hereof will apply thereto, warrants, or other rights mutatis mutandis (and the Vendor will cause the Sold Company to purchase or obtain (including upon conversion, exchange, or exercisecomply therewith) any with the Sold Company being regarded as the Party with primary carriage of its capital stock or equivalent equity interesteach such proceeding; (ii) made except as contemplated by the materials in the Data Room or Information Responses (A) enter into any salecontract, purchase, assignment, lease, license, abandonment, transfer agreement or commitment with a term greater than twelve (12) months or resulting in costs or other disposition liabilities, in aggregate, exceeding $2,000,000 or (B) amend or replace any such contract, agreement or commitment resulting in an extension of the term by greater than twelve (12) months or costs or other liabilities, in aggregate, exceeding $2,000,000, excluding in each case any such contract, agreement or commitment that is a renewal or replacement of an existing contract, agreement or commitment where it is reasonable to expect the amounts payable thereunder will be recoverable in rates approved or expected to be approved by the Board; (iii) merge into or with or consolidate with any other corporation or acquire all or substantially all of the business or assets of any material portion Person; (iv) make any change in its constating documents or bylaws; (v) purchase any securities of any Person other than, in accordance with its cash management policies in effect at the date hereof, purchases of or other transactions in respect of debt securities with a remaining term to maturity less than one year; (vi) Dispose of or encumber any of its respective assets or properties, including any Company Intellectual Property, properties other than (A) in the discharge of statutory obligations if EPCOR does not discharge its obligations under the EPCOR Sale Documentation or Applicable Law, sales of Inventory electricity and (B) the consumption or other Disposition of its assets and properties in the ordinary course of business consistent with past practice or as required by the Rebuild of the San ▇▇▇▇ System, or taken any action that would reasonably be expected to result in the loss, lapse or abandonment of any Company Intellectual Property other than in the ordinary course of business consistent with past practice (unless, in either case, such assets were unnecessary or obsolete or comparable replacements were made therefor), or permitted any of such assets or properties to be subjected to any Lien of any kind other than Permitted Liens; (iii) made or promised any bonus or material increase in the salary or other compensation payable or to become payable to any manager, director, officer, employee or consultant of the Companies, other than annual salary increases and annual bonuses made in the ordinary course consistent with past practice or required by the terms of a Material Contract (and, if committed to prior to the Closing Date (by contract or otherwise) and then payable but not paid, fully accrued on the Closing Date Balance Sheet and included as part of the Closing Date Current Liabilities); (iv) accelerated the receipt or recognition of any item of income or offered any discount for sales of advertising or services, other than in the ordinary course of business consistent with past practice; (v) written down the value of any work in progress, or written off as uncollectible any notes or accounts receivable, except in the ordinary course of business consistent with past practice; (vi) other than cash dividends, distributions and payments to ML Media or Century or their respective Affiliates, made any dividend, distribution or other payment to any Seller or their respective Affiliatesbusiness; (vii) received incur any notice of any new labor union organizing activityindebtedness, any actual or threatened employee strikesincluding Indebtedness for Borrowed Money, work stoppages, slowdowns or lockouts, or any material adverse change except indebtedness that is a Current and Other Specified Liability and incurred in the aggregate in its relations with its employees, agents, customers, suppliers or consultantsgood faith for value; (viii) entered into, amended incur any Indebtedness for Borrowed Money in any material respect or terminated any employment agreement that (initially or as amended) of which there is a Material Contract prepayment penalty, make whole premium or Collective Bargaining Agreement, whether written similar obligation or oral, restriction on the ability of the Sold Company to repay other than in the ordinary course requirements of business consistent with past practicenotice and restrictions for repayments on dates other than “rollover” dates of fixed interest rate periods; (ix) implemented any layoff of employees that could implicate the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar foreign, state, Commonwealth or local law, regulation or ordinance (jointly, the “WARN Act”); (x) made or suffered any change in or amendment to its organizational documents; (xi) cancelled, compromised, waived or released any material right or claim (or series of related rights and claims) other than by order of the Bankruptcy Court; (xii) entered into, terminated, modified, amended, renewed or made any other change in any Material Contract (including, without limitation, any contract for the purchase of goods, equipment or services of amounts in excess of $100,000 or any contract for the merger or consolidation with, or the acquisition of any material assets of, any other Person) other than in the ordinary course of business consistent with past practice; (xiii) discharged or satisfied any obligation or Liability or made any settlement or compromise of any litigation, other than in the ordinary course of business consistent with past practice, by order of the Bankruptcy Court or pursuant to the Plan; (xiv) incurred any indebtedness or issued, assumed or guaranteed any debt or other Liability of any third party other than indebtedness incurred, or debt or Liabilities guaranteed, in an amount (individually or in the aggregate) less than $100,000; (xv) engaged in any transaction that, individually or in the aggregate, has caused or would reasonably be expected to cause a Material Adverse Effect; (xvi) since January 1, 2005, committed to make any capital expenditure (or series of related capital expenditures), other than any capital expenditure to be made in connection with the Rebuild of the San ▇▇▇▇ System, that will not be fully paid prior to the Closing Date and either involves more than $100,000 in any single case or $250,000 in the aggregate or is outside the ordinary course of business unless such commitment is reflected in the 2005 Budget; (xvii) adopted, amended, modified, or terminated any bonus, profit sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan) except in the ordinary course of business consistent with past practice; or (xviii) made a commitment, whether or not in writing, commit to do any of the foregoing; (x) do or omit to do anything that is in its control if, as a result, any of the representations or warranties in Article 3 would be untrue at Closing; (xi) effect or commit to make any Corporate Distribution except if the amount thereof reduces Current and Other Specified Assets; (xii) hold any meetings or pass or cause to be passed any resolutions of shareholders or directors to effect any of the foregoing; or (xiii) other than as approved or required by the Board expend or commit to expend more than $2,000,000 individually or $5,000,000 in the aggregate with respect to any capital expense. (b) Notwithstanding Section 5.2(a), (i) no consent of the Purchaser will be required for any action reasonably taken in response to an emergency involving danger to life, property, safety or the environment and (ii) without the need to obtain the consent of the Purchaser, at or before Closing the matters contemplated by Section 2.12 will be completed at or before Closing; the Sold Company and the “Sold Company” under the Other Share Purchase Agreement will (and the Vendor covenants that they will) internalize their information technology functions including ensuring the transfer to the Sold Company of the required personnel as contemplated by the materials contained in the Data Room or Information Responses at the cost of the Sold Company and the “Sold Company” under the Other Share Purchase Agreement; the Sold Company may lend money to or borrow money from the “Sold Company” under the Other Share Purchase Agreement and receive or make payment of such loans or borrowings consistent with Authorizations; the Sold Company will execute and deliver a Vendor Release; the agreements, documents and instruments contemplated by Section 2.7 will be executed and delivered; the Sold Company may enter into one or more derivative contracts under which the Sold Company purchases a swap, forward, option, future, straddle, or other derivative for the purpose of hedging the Sold Company’s foreign currency risk with respect to the CSFB Debt (and, provided the Sold Company is indemnified, for the purpose of hedging the foreign currency risk of Aquila Networks Canada Corp. with respect to its borrowing under the credit agreement under which the CSFB Debt was incurred by the Sold Company); and the Sold Company may extend the maturity of the CSFB Debt.

Certain Changes. Since January 1December 31, 20042021, and through Company has conducted the date of this Agreement except as set forth in Schedule 4.3(f) (and provided that no representation or warranty is made with respect to the Transferred Assets or the Excluded Liabilities), neither Company has: (i) issued, sold or otherwise disposed of any of its capital stock or equivalent equity interest, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock or equivalent equity interest; (ii) made any sale, purchase, assignment, lease, license, abandonment, transfer or other disposition of any material portion of its respective assets or properties, including any Company Intellectual Property, other than sales of Inventory Business in the ordinary course of business consistent with past practice practices, and has used commercially reasonable efforts to preserve the Business and its assets. Without limiting the foregoing, except as specifically listed in the relevant subsection of Schedule 4.12, since December 31, 2021, there has not been any: (a) event or as required circumstance that has had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) damage, destruction or loss (whether or not covered by the Rebuild of the San ▇▇▇▇ System, insurance) that resulted in or taken any action that would could reasonably be expected to result in the losslosses, lapse or abandonment of any Company Intellectual Property other than in the ordinary course aggregate, of business consistent with past practice (unless, in either case, such assets were unnecessary or obsolete or comparable replacements were made therefor), or permitted any of such assets or properties to be subjected to any Lien of any kind other more than Permitted Liens$50,000; (c) revaluation or write-down of any of assets; (d) amendment or termination of any Material Contract; (e) change in accounting principles, methods or practices, or in the manner of keeping books and records, or any change in practices with regard to receivables, payables, sales, reserves, Inventory, or Inventory valuation; (f) (i) grant of any severance, continuation or termination pay to any Covered Employee; (ii) entering into of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any Covered Employee or any associate of the foregoing; (iii) made or promised any bonus or material increase in benefits payable or potentially payable under any severance, continuation or termination pay policies or employment agreements with any Covered Employee or any associate of any of the salary foregoing; (iv) increase in compensation, bonus or other compensation benefits payable or to become potentially payable to any manager, director, officer, employee Covered Employee or consultant any associate of any of the Companiesforegoing, other than annual salary routine increases and annual bonuses made in the ordinary course compensation consistent with Company’s past practice or required by practices; (v) material change in the terms of a Material Contract any bonus, pension, insurance, health or other benefit plan applicable to Covered Employees; or (and, if committed vi) representation that Company or Buyer would continue to prior maintain or implement any benefit plan or would continue to employ such employee after the Closing Date (by contract or otherwise) and then payable but not paid, fully accrued on the Closing Date Balance Sheet and included as part of the Closing Date Current Liabilities)Closing; (ivg) accelerated the receipt acquisition or recognition disposal of any item of income or offered any discount for sales of advertising or servicesassets (except in bona fide, other than arms-length transactions entered into in the ordinary course of business consistent with past practice); (vh) written down the value capital expenditures exceeding, individually or for any group of related expenditures, $50,000; (i) any initiation, settlement or compromise of any work Proceeding; (j) any change in progressCompany credit policies, practices or written off as uncollectible any notes or accounts receivablelimits, except other than changes made with respect to specific customers in the ordinary course of business consistent with past practice; (vi) other than cash dividends, distributions and payments to ML Media or Century or their respective Affiliates, made any dividend, distribution or other payment to any Seller or their respective Affiliates; (vii) received any notice of any new labor union organizing activity, any actual or threatened employee strikes, work stoppages, slowdowns or lockouts, or any material adverse change in the aggregate in its relations with its employees, agents, customers, suppliers or consultants; (viii) entered into, amended in any material respect or terminated any employment agreement that (initially or as amended) is a Material Contract or Collective Bargaining Agreement, whether written or oral, other than in the ordinary course of business consistent with past practice; (ix) implemented any layoff of employees that could implicate the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar foreign, state, Commonwealth or local law, regulation or ordinance (jointly, the “WARN Act”); (x) made or suffered any change in or amendment to its organizational documents; (xi) cancelled, compromised, waived or released any material right or claim (or series of related rights and claims) other than by order of the Bankruptcy Court; (xii) entered into, terminated, modified, amended, renewed or made any other change in any Material Contract (including, without limitation, any contract for the purchase of goods, equipment or services of amounts in excess of $100,000 or any contract for the merger or consolidation with, or the acquisition of any material assets of, any other Person) other than in the ordinary course of business consistent with past practice; (xiii) discharged or satisfied any obligation or Liability or made any settlement or compromise of any litigation, other than in the ordinary course of business consistent with past practice, by order of the Bankruptcy Court or pursuant to the Plan; (xiv) incurred any indebtedness or issued, assumed or guaranteed any debt or other Liability of any third party other than indebtedness incurred, or debt or Liabilities guaranteed, in an amount (individually or in the aggregate) less than $100,000; (xv) engaged in any transaction that, individually or in the aggregate, has caused or would reasonably be expected to cause a Material Adverse Effect; (xvi) since January 1, 2005, committed to make any capital expenditure (or series of related capital expenditures), other than any capital expenditure to be made in connection with the Rebuild of the San ▇▇▇▇ System, that will not be fully paid prior to the Closing Date and either involves more than $100,000 in any single case or $250,000 in the aggregate or is outside the ordinary course of business unless such commitment is reflected in the 2005 Budget; (xvii) adopted, amended, modified, or terminated any bonus, profit sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan) except in the ordinary course of business consistent with past practicebusiness; or (xviiik) made a commitmentagreement to do, whether either directly or not in writingindirectly, to do any of the foregoingthings described in the preceding clauses (c) through (j).

Certain Changes. Since January 1March 31, 20042008, Seller and through each Seller Entity have conducted the date of this Agreement except as set forth in Schedule 4.3(f) (and provided that no representation or warranty is made with respect to the Transferred Assets or the Excluded Liabilities), neither Company has: (i) issued, sold or otherwise disposed of any of its capital stock or equivalent equity interest, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock or equivalent equity interest; (ii) made any sale, purchase, assignment, lease, license, abandonment, transfer or other disposition of any material portion of its respective assets or properties, including any Company Intellectual Property, other than sales of Inventory Business solely in the ordinary course of business consistent with past practice practices, and have used commercially reasonable efforts to preserve the Business, and except as specifically listed on Schedule 5.9, since such date, there has not been, with respect to the Business, any: (a) material adverse change in the business, operations, cash flows, affairs, liabilities (contingent or as required by otherwise), results of operation, properties or assets or the Rebuild condition (financial or otherwise) of the San ▇▇▇▇ SystemBusiness, or taken any action event or circumstance that would would, individually or in the aggregate, reasonably be expected to result in such a material adverse change; (b) damage, destruction or loss (whether or not covered by insurance) that resulted in or could reasonably be expected to result in losses with respect to the loss, lapse Purchased Assets or abandonment the Business of more than Twenty-five Thousand Dollars ($25,000); (c) revaluation or write-down of any Company Intellectual Property of the Purchased Assets or any other assets or properties associated with the Business; (d) amendment or termination of any Material Agreement other than in the ordinary course of business consistent with past practice (unless, or as contemplated in either case, such assets were unnecessary or obsolete or comparable replacements were made therefor), or permitted any of such assets or properties to be subjected to any Lien of any kind other than Permitted Liensthis Agreement; (iiie) made change by Seller or promised any bonus Seller Entity in its accounting principles, methods or material increase practices or in the salary manner it keeps its books and records or other compensation payable any change by Seller or any Seller Entity of its current practices with respect to become payable sales, receivables, payables or accrued expenses related to the Business; (f) (i) grant of any material severance, continuation or termination pay to any manager, director, officer, shareholder or employee of Seller or consultant of the Companies, other than annual salary increases and annual bonuses made any Seller Entity engaged in the ordinary course consistent Business; (ii) entering into of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with past practice any director, officer, shareholder or required by senior employee of Seller or any Seller Entity engaged in the terms Business; (iii) increase in benefits payable or potentially payable under any severance, continuation or termination pay policies or employment agreements with any director, officer, shareholder or employee of a Material Contract (and, if committed to prior to Seller or any Seller Entity engaged in the Closing Date (by contract or otherwise) and then payable but not paid, fully accrued on the Closing Date Balance Sheet and included as part of the Closing Date Current Liabilities); Business; (iv) accelerated increase in compensation, bonus or other benefits payable or potentially payable to directors, officers, shareholders or employees of Seller or any Seller Entity engaged in the receipt or recognition of any item of income or offered any discount Business, except for sales of advertising or services, other than customary increases in employee compensation made in the ordinary course of business and consistent with past practicepractices; or (vi) representation of Seller or any Seller Entity to any employee or former employee of Seller or any Seller Entity engaged in the Business that Buyer would assume, continue to maintain or implement any benefit plan or would continue to employ such employees after the Closing Date; (vg) written down disposal or abandonment of assets including Intangible Assets used or held for use in the value Business outside of any work in progress, or written off as uncollectible any notes or accounts receivable, except in the ordinary course of business consistent with past practice; (vi) other than cash dividendsbusiness, distributions and payments including any transfer to ML Media or Century or their respective Affiliates, made any dividend, distribution affiliate or other payment to division of or within Seller or any Seller or their respective Affiliates; (vii) received any notice of any new labor union organizing activity, any actual or threatened employee strikes, work stoppages, slowdowns or lockouts, or any material adverse change in the aggregate in its relations with its employees, agents, customers, suppliers or consultants; (viii) entered into, amended in any material respect or terminated any employment agreement that (initially or as amended) is a Material Contract or Collective Bargaining Agreement, whether written or oral, other than in the ordinary course of business consistent with past practice; (ix) implemented any layoff of employees that could implicate the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar foreign, state, Commonwealth or local law, regulation or ordinance (jointly, the “WARN Act”); (x) made or suffered any change in or amendment to its organizational documents; (xi) cancelled, compromised, waived or released any material right or claim (or series of related rights and claims) other than by order of the Bankruptcy Court; (xii) entered into, terminated, modified, amended, renewed or made any other change in any Material Contract (including, without limitation, any contract for the purchase of goods, equipment or services of amounts in excess of $100,000 or any contract for the merger or consolidation with, or the acquisition of any material assets of, any other Person) other than in the ordinary course of business consistent with past practice; (xiii) discharged or satisfied any obligation or Liability or made any settlement or compromise of any litigation, other than in the ordinary course of business consistent with past practice, by order of the Bankruptcy Court or pursuant to the Plan; (xiv) incurred any indebtedness or issued, assumed or guaranteed any debt or other Liability of any third party other than indebtedness incurred, or debt or Liabilities guaranteed, in an amount (individually or in the aggregate) less than $100,000; (xv) engaged in any transaction that, individually or in the aggregate, has caused or would reasonably be expected to cause a Material Adverse Effect; (xvi) since January 1, 2005, committed to make any capital expenditure (or series of related capital expenditures), other than any capital expenditure to be made in connection with the Rebuild of the San ▇▇▇▇ System, that will not be fully paid prior to the Closing Date and either involves more than $100,000 in any single case or $250,000 in the aggregate or is outside the ordinary course of business unless such commitment is reflected in the 2005 Budget; (xvii) adopted, amended, modified, or terminated any bonus, profit sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan) except in the ordinary course of business consistent with past practiceEntity; or (xviiih) made a commitmentagreement by Seller or any Seller Entity to do, whether either directly or not in writingindirectly, to do any of the foregoingthings described in the preceding clauses (a) through (g).

Certain Changes. Since January 1June 30, 20042010, and through the date of this Agreement except as set forth in Schedule 4.3(f) (and provided that no representation or warranty is made with respect to the Transferred Assets or the Excluded Liabilities), neither Company has: (i) issued, sold or otherwise disposed of any of has conducted its capital stock or equivalent equity interest, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock or equivalent equity interest; (ii) made any sale, purchase, assignment, lease, license, abandonment, transfer or other disposition of any material portion of its respective assets or properties, including any Company Intellectual Property, other than sales of Inventory business solely in the ordinary course of business consistent with past practice practices, and has used its commercially reasonable efforts to preserve its business and its assets and properties. Except as listed on Schedule 3.12, since June 30, 2010 there has not been any: (a) event or as required circumstance that has had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) damage, destruction or loss (whether or not covered by the Rebuild of the San ▇▇▇▇ System, insurance) that resulted in or taken any action that would could reasonably be expected to result in losses with respect to the lossCompany, lapse in the aggregate, of more than Fifty Thousand Dollars ($50,000); (c) material revaluation or abandonment write-down of any Company Intellectual Property of the Company's assets; (d) amendment or termination of any Material Contract other than in the ordinary course of business consistent with past practice (unless, or as contemplated in either case, such assets were unnecessary or obsolete or comparable replacements were made therefor), or permitted any of such assets or properties to be subjected to any Lien of any kind other than Permitted Liensthis Agreement; (iiie) made or promised any bonus or material increase change in the salary accounting methods or practices of the Company, other compensation payable than changes in accordance with Applicable Law, in the manner Company keeps its books or records, or in its current practices with respect to become payable sales, receivables, Inventory, payables or accrued expenses; (f) with respect to any manageremployee, director or agent of Company (i) grant of any severance, continuation or termination pay to any director, officer, stockholder or employee of the Company; (ii) entering into of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer, stockholder or employee of the Company; (iii) increase in benefits payable or potentially payable under any severance, continuation or termination pay policies or employment agreements; (iv) increase in compensation, bonus or other benefits payable or potentially payable to directors, officers, stockholders or employees of the Company; (v) change in the terms of any bonus, pension, insurance, health or other benefit plan of the Company; or (vi) representation by the Company to any employee or consultant former employee of the Companies, other than annual salary increases and annual bonuses made in Company that the Company or Parent would continue to maintain or implement any benefit plan or would continue to employ such employee after the Closing Date; (g) disposal of any assets outside of the ordinary course consistent with past practice or required by the terms of a Material Contract (and, if committed to prior to the Closing Date (by contract or otherwise) and then payable but not paid, fully accrued on the Closing Date Balance Sheet and included as part of the Closing Date Current Liabilities)business; (ivh) accelerated any waiver by the receipt Company or recognition the Subsidiary of a valuable right or of a material debt owed to it; (i) sale, assignment or transfer of any item patents, trademarks, copyrights, trade secrets or other intangible assets; (j) resignation or termination of income employment of any officer or offered key employee of the Company or the Subsidiary; and the Company has no Knowledge of the impending resignation or termination of employment of any discount such officer or key employee; (k) declaration, setting aside or payment or other distribution in respect of any of the Shares or other securities of the Company, or any direct or indirect redemption, purchase or other acquisition of any of such stock by the Company; (l) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company or the Subsidiary, with respect to any of its material properties or assets, except liens for sales of advertising taxes not yet due or services, other than payable and liens that arise in the ordinary course of business consistent with past practiceand do not materially impair the ownership or use of such property or assets; (vm) written down the value of any work in progress, or written off as uncollectible any notes or accounts receivable, except in the ordinary course of business consistent with past practice; (vi) other than cash dividends, distributions and payments to ML Media or Century or their respective Affiliates, made any dividend, distribution or other payment to any Seller or their respective Affiliates; (vii) received any notice of any new labor union organizing activity, any actual or threatened employee strikes, work stoppages, slowdowns or lockouts, or any material adverse change in the aggregate in its relations with its employees, agents, customers, suppliers or consultants; (viii) entered into, amended in any material respect or terminated any employment agreement that (initially or as amended) is a Material Contract or Collective Bargaining Agreement, whether written or oral, other than in the ordinary course of business consistent with past practice; (ix) implemented any layoff of employees that could implicate the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar foreign, state, Commonwealth or local law, regulation or ordinance (jointly, the “WARN Act”); (x) made or suffered any change in or amendment to its organizational documents; (xi) cancelled, compromised, waived or released any material right or claim (or series of related rights and claims) other than by order of the Bankruptcy Court; (xii) entered into, terminated, modified, amended, renewed or made any other change in any Material Contract (including, without limitation, any contract for the purchase of goods, equipment or services of amounts in excess of $100,000 or any contract for the merger or consolidation with, or the acquisition of any material assets of, any other Person) other than in the ordinary course of business consistent with past practice; (xiii) discharged or satisfied any obligation or Liability or made any settlement or compromise of any litigation, other than in the ordinary course of business consistent with past practice, by order of the Bankruptcy Court or pursuant to the Plan; (xiv) incurred any indebtedness or issued, assumed or guaranteed any debt or other Liability of any third party other than indebtedness incurred, or debt or Liabilities guaranteed, in an amount (individually or in the aggregate) less than $100,000; (xv) engaged in any transaction thatcapital expenditures exceeding, individually or in the aggregate, has caused or would reasonably be expected to cause a Material Adverse Effect; Twenty Five Thousand Dollars (xvi) since January 1, 2005, committed to make any capital expenditure (or series of related capital expenditures$25,000), other than any capital expenditure to be made in connection with the Rebuild of the San ▇▇▇▇ System, that will not be fully paid prior to the Closing Date and either involves more than $100,000 in any single case or $250,000 in the aggregate or is outside the ordinary course of business unless such commitment is reflected in the 2005 Budget; (xvii) adopted, amended, modified, or terminated any bonus, profit sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan) except in the ordinary course of business consistent with past practice; or (xviiin) made a commitmentagreement by the Company to do, whether either directly or not in writingindirectly, to do any of the foregoingthings described in the preceding clauses (a) through (m).

Certain Changes. Since January 1December 31, 20042022, and through Seller has conducted the date of this Agreement except as set forth Business in Schedule 4.3(f) (and provided that no representation or warranty is made with respect to the Transferred Assets or the Excluded Liabilities), neither Company has: (i) issued, sold or otherwise disposed of any of its capital stock or equivalent equity interest, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock or equivalent equity interest; (ii) made any sale, purchase, assignment, lease, license, abandonment, transfer or other disposition of any all material portion of its respective assets or properties, including any Company Intellectual Property, other than sales of Inventory respects in the ordinary course of business consistent with past practice practices, and has used commercially reasonable efforts to preserve the Business and its assets. Without limiting the foregoing, except as specifically listed in the relevant subsection of Schedule 4.12, since December 31, 2022, there has not been any: (a) event or as required circumstance that has had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) damage, destruction or loss (whether or not covered by the Rebuild of the San ▇▇▇▇ System, insurance) that resulted in or taken any action that would could reasonably be expected to result in losses, in the lossaggregate, lapse of more than $25,000; (c) revaluation or abandonment write-down of any Company Intellectual Property of assets; (d) amendment or termination of any Material Contract other than in the ordinary course of business the Business, consistent with past practice (unless, in either case, such assets were unnecessary or obsolete or comparable replacements were made therefor), or permitted any of such assets or properties to be subjected to any Lien of any kind other than Permitted Lienspractices; (e) material change in accounting principles, methods or practices, or in the manner of keeping books and records, or any change in practices with regard to receivables, payables, sales, reserves, Inventory, or Inventory valuation; (f) (i) grant of any severance, continuation or termination pay to any Covered Employee; (ii) entering into of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any Covered Employee or any associate of the foregoing; (iii) made increase in benefits payable or promised potentially payable under any severance, continuation or termination pay policies or employment agreements with any Covered Employee or any associate of any of the foregoing; (iv) increase in compensation, bonus or material increase in the salary or other compensation benefits payable or to become potentially payable to any manager, director, officer, employee Covered Employee or consultant any associate of any of the Companiesforegoing, other than routine annual salary increases and annual bonuses in compensation consistent with Seller’s past practices; (v) change in the terms of any bonus, pension, insurance, health or other benefit plan applicable to Covered Employees in excess of $20,000 individually or $50,000 in the aggregate; (vi) representation made in by Seller outside of the ordinary course consistent with past practice of business that Seller would continue to maintain or required implement any benefit plan or would continue to employ any Covered Employee after the Closing, or (vii) representation made by Seller that Buyer would continue to maintain or implement any benefit plan or would continue to employ any Covered Employee after the terms of a Material Contract (and, if committed to prior to the Closing Date (by contract or otherwise) and then payable but not paid, fully accrued on the Closing Date Balance Sheet and included as part of the Closing Date Current Liabilities)Closing; (ivg) accelerated the receipt acquisition or recognition disposal of any item of income or offered any discount for sales of advertising or servicesassets (except in bona fide, other than arms-length transactions entered into in the ordinary course of business consistent with past practice); (vh) written down the value capital expenditures exceeding, individually or for any group of related expenditures, $25,000; (i) any initiation, settlement or compromise of any work material Proceeding; (j) any material change in progressSeller credit policies, practices or written off as uncollectible any notes or accounts receivablelimits, except other than changes made with respect to specific customers in the ordinary course of business consistent with past practice; (vi) other than cash dividends, distributions and payments to ML Media or Century or their respective Affiliates, made any dividend, distribution or other payment to any Seller or their respective Affiliates; (vii) received any notice of any new labor union organizing activity, any actual or threatened employee strikes, work stoppages, slowdowns or lockouts, or any material adverse change in the aggregate in its relations with its employees, agents, customers, suppliers or consultants; (viii) entered into, amended in any material respect or terminated any employment agreement that (initially or as amended) is a Material Contract or Collective Bargaining Agreement, whether written or oral, other than in the ordinary course of business consistent with past practice; (ix) implemented any layoff of employees that could implicate the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar foreign, state, Commonwealth or local law, regulation or ordinance (jointly, the “WARN Act”); (x) made or suffered any change in or amendment to its organizational documents; (xi) cancelled, compromised, waived or released any material right or claim (or series of related rights and claims) other than by order of the Bankruptcy Court; (xii) entered into, terminated, modified, amended, renewed or made any other change in any Material Contract (including, without limitation, any contract for the purchase of goods, equipment or services of amounts in excess of $100,000 or any contract for the merger or consolidation with, or the acquisition of any material assets of, any other Person) other than in the ordinary course of business consistent with past practice; (xiii) discharged or satisfied any obligation or Liability or made any settlement or compromise of any litigation, other than in the ordinary course of business consistent with past practice, by order of the Bankruptcy Court or pursuant to the Plan; (xiv) incurred any indebtedness or issued, assumed or guaranteed any debt or other Liability of any third party other than indebtedness incurred, or debt or Liabilities guaranteed, in an amount (individually or in the aggregate) less than $100,000; (xv) engaged in any transaction that, individually or in the aggregate, has caused or would reasonably be expected to cause a Material Adverse Effect; (xvi) since January 1, 2005, committed to make any capital expenditure (or series of related capital expenditures), other than any capital expenditure to be made in connection with the Rebuild of the San ▇▇▇▇ System, that will not be fully paid prior to the Closing Date and either involves more than $100,000 in any single case or $250,000 in the aggregate or is outside the ordinary course of business unless such commitment is reflected in the 2005 Budget; (xvii) adopted, amended, modified, or terminated any bonus, profit sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan) except in the ordinary course of business consistent with past practicebusiness; or (xviiik) made a commitmentagreement to do, whether either directly or not in writingindirectly, to do any of the foregoingthings described in the preceding clauses (c) through (j).

Certain Changes. Since January 1May 31, 20042007, Seller has conducted the Business solely in the ordinary course consistent with past practices, and through Seller has used reasonable efforts to preserve the date of this Agreement Business and the Business Assets. Without limiting the foregoing, except as set forth specifically listed in the relevant subsection of Schedule 4.3(f) (and provided that no representation 4.10 or warranty is made as expressly permitted by this Agreement, since May 31, 2007, with respect to the Transferred Assets or Business and the Excluded Liabilities)Business Assets, neither Company hasthere has not been any: (ia) issuedevent or circumstance that has had or could reasonably be expected to have, sold individually or otherwise disposed in the aggregate, a Material Adverse Effect; (b) damage, destruction or loss (whether or not covered by insurance) that resulted in or could reasonably be expected to result in losses with respect to the Business or the Business Assets, in the aggregate, of more than Seventy-Five Thousand Dollars ($75,000); (c) revaluation or write-down of any of its capital stock or equivalent equity interest, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock or equivalent equity interestthe Business Assets; (iid) made entry into any saleMaterial Contract, purchase, assignment, lease, license, abandonment, transfer or other disposition amendment of any material portion Material Contract other than in the ordinary course of business, or termination of any Material Contract; (e) change in accounting principles, methods or practices of Seller, or in the manner Seller keeps its books and records, or any change by Seller of its respective current practices with regard to sales, backlog, customer ▇▇▇▇▇▇▇▇, receivables, payables or accrued expenses; (f) acquisition or disposal of assets used or propertiesheld for use in the Business (except in bona fide, including any Company Intellectual Property, other than sales of Inventory arms length transactions entered into in the ordinary course of business consistent with past practice practice); (g) capital expenditures exceeding, individually or as required by the Rebuild of the San ▇▇▇▇ System, or taken any action that would reasonably be expected to result in the lossaggregate, lapse or abandonment of Fifty Thousand Dollars ($50,000); (h) change in any Company Intellectual Property pricing practices (other than in the ordinary course of business consistent with past practice (unless, in either case, such assets were unnecessary or obsolete or comparable replacements were made therefor), or permitted any of such assets or properties to be subjected to any Lien of any kind other than Permitted Liens; (iii) made or promised any bonus or material increase in the salary or other compensation payable or to become payable to any manager, director, officer, employee or consultant of the Companies, other than annual salary increases and annual bonuses made in the ordinary course consistent with past practice or required by the terms of a Material Contract (and, if committed to prior to the Closing Date (by contract or otherwise) and then payable but not paid, fully accrued on the Closing Date Balance Sheet and included as part of the Closing Date Current Liabilitiespractices); (ivi) accelerated the receipt settlement or recognition of any item of income or offered any discount for sales of advertising or services, other than in the ordinary course of business consistent with past practice; (v) written down the value of any work in progress, or written off as uncollectible any notes or accounts receivable, except in the ordinary course of business consistent with past practice; (vi) other than cash dividends, distributions and payments to ML Media or Century or their respective Affiliates, made any dividend, distribution or other payment to any Seller or their respective Affiliates; (vii) received any notice of any new labor union organizing activity, any actual or threatened employee strikes, work stoppages, slowdowns or lockouts, or any material adverse change in the aggregate in its relations with its employees, agents, customers, suppliers or consultants; (viii) entered into, amended compromise in any material respect or terminated any employment agreement that Proceeding involving more than Twenty Five Thousand Dollars (initially or as amended) is a Material Contract or Collective Bargaining Agreement, whether written or oral, other than in the ordinary course of business consistent with past practice; (ix) implemented any layoff of employees that could implicate the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar foreign, state, Commonwealth or local law, regulation or ordinance (jointly, the “WARN Act”$25,000); (xj) made or suffered any change in or amendment to its organizational documents; (xi) cancelled, compromised, waived or released any material right or claim (or series of related rights and claims) other than by order of the Bankruptcy Court; (xii) entered into, terminated, modified, amended, renewed or made any other change in any Material Contract (including, without limitation, any contract for the purchase of goods, equipment or services of amounts in excess of $100,000 or any contract for the merger or consolidation with, or the acquisition of any material assets of, any other Person) other than in the ordinary course of business consistent with past practice; (xiii) discharged or satisfied any obligation or Liability or made any settlement or compromise of any litigation, other than in the ordinary course of business consistent with past practice, by order of the Bankruptcy Court or pursuant to the Plan; (xiv) incurred any indebtedness or issued, assumed or guaranteed any debt or other Liability of any third party other than indebtedness incurred, or debt or Liabilities guaranteed, in an amount (individually or in the aggregate) less than $100,000; (xv) engaged in any transaction action that, individually or in if taken during the aggregate, has caused or would reasonably be expected to cause a Material Adverse Effect; (xvi) since January 1, 2005, committed to make any capital expenditure (or series period from the date of related capital expenditures), other than any capital expenditure to be made in connection with the Rebuild of the San ▇▇▇▇ System, that will not be fully paid prior to this Agreement through the Closing Date and either involves more than $100,000 in any single case or $250,000 in the aggregate or is outside the ordinary course Date, would constitute a Breach of business unless such commitment is reflected in the 2005 Budget; (xvii) adopted, amended, modified, or terminated any bonus, profit sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan) except in the ordinary course of business consistent with past practiceSection 6.01; or (xviiik) made a commitmentagreement, whether undertaking or not in writingunderstanding by Seller to do, to do either directly or indirectly, any of the foregoingthings described in the preceding clauses (a) through (j).

Certain Changes. Since January 1December 31, 20041998, Seller has conducted its business only in the ordinary and through the date of this Agreement usual course and, except as set forth in Schedule 4.3(fSECTION 3.5 of the Disclosure Schedule, there has been no Material Adverse Change in the assets, properties, business, operations, prospects, customer, supplier or employee relations, net income or condition (financial or otherwise) of the Division taken as a whole or in the ability of Seller to perform this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, and there is no event, condition, circumstance or prospective development which, to the Seller's knowledge, threatens to cause such a Material Adverse Change. Without limiting the generality of the foregoing, except as specified in SECTION 3.5 of the Disclosure Schedule, since December 31, 1998, there has not been (and provided that no representation or warranty is made i) any Material Adverse Change with respect to the Transferred Assets Division, (ii) any material loss or damage (whether or not covered by insurance) to any of the Acquired Assets, which materially affects or impairs the ability of Seller to conduct the business of the Division, or any other event or condition of any character which has materially and adversely affected the business or operation of the Division, (iii) any contract or other transaction entered into by Seller relating to, or otherwise affecting in any way, the Division or the Excluded Liabilities)operation thereof, neither Company has: other than in the ordinary course of business, (iiv) issuedany sale or transfer of the Acquired Assets, except items of the Inventories which have been sold in the ordinary course of business, or otherwise disposed any cancellation of any debts or claims of its capital stock or equivalent equity interestSeller, or granted except in the ordinary course of business consistent with past practices, (v) any optionsmaterial changes in the terms of any instruments, warrantsaccounts, notes, Contracts, or other instruments that are Assumed Obligations, except in the ordinary course of business (vi) any changes in the accounting or tax systems, policies or practices of Seller, (vii) any material waiver by Seller of any rights which have any value, except in the ordinary course of business consistent with past practices or (viii) any transactions out of the ordinary course of business with any of Seller's affiliates, (ix) any Liability or obligation (whether directly or by way of guarantee or otherwise) incurred by the Division other than in the ordinary course of business consistent with past practices, or any obligation to purchase repay prematurely any borrowed money, (x) any material change in the credit policies or obtain practices of the Division, (xi) any increases in the rate or terms of compensation (including upon conversiontermination and severance pay) payable or to become payable by the Division to directors, exchangeofficers or employees, or exercise) increases in the rate or terms of any of its capital stock or equivalent equity interest; (ii) made any salebonus, purchaseinsurance, assignment, lease, license, abandonment, transfer pension or other disposition of employee benefit plan, program or arrangement made to, for or with any material portion of its respective assets such directors, officers or propertiesemployees, including any Company Intellectual Property, other than sales of Inventory except increases occurring in the ordinary course of business consistent with past practice or as required by the Rebuild of the San ▇▇▇▇ Systemapplicable law, or taken any action that would reasonably be expected new or amended employment, severance or termination agreement with any such Person, (xii) any change to result in the lossany of its business policies, lapse or abandonment of any Company Intellectual Property other than in the ordinary course of business consistent with past practice (unlessincluding advertising, licensing, investment, marketing, pricing, purchasing, production, personnel, sales, returns, budget and product acquisition policies, in either each case, such assets were unnecessary or obsolete or comparable replacements were made therefor), or permitted any of such assets or properties to be subjected to any Lien of any kind other than Permitted Liens; (iii) made or promised any bonus or material increase in the salary or other compensation payable or to become payable to any manager, director, officer, employee or consultant of the Companies, other than annual salary increases and annual bonuses made in the ordinary course consistent with past practice or required by the terms of a Material Contract (and, if committed to prior to the Closing Date (by contract or otherwise) and then payable but not paid, fully accrued on the Closing Date Balance Sheet and included as part of the Closing Date Current Liabilities); (iv) accelerated the receipt or recognition of any item of income or offered any discount for sales of advertising or services, other than in the ordinary course of business consistent and where such change, singly or together with past practice; other such changes, has not had a Material Adverse Effect on the Division, (vxiii) written down the value any receipt of any work in progressadvances or prepayments on or prior to the Closing Date with respect to products to be delivered or services to be performed by Purchaser after the Closing Date, or written off as uncollectible any notes or accounts receivable, except in the ordinary course of business consistent with past practice; (vixiv) other than cash dividends, distributions and payments to ML Media or Century or their respective Affiliates, made any dividend, distribution or other payment to any Seller or their respective Affiliates; (vii) received any notice of any new labor union organizing activity, any actual or threatened employee strikes, work stoppages, slowdowns or lockouts, or any material adverse change in the aggregate in its relations with its employees, agents, customers, suppliers or consultants; (viii) entered into, amended engaged in any material respect or terminated any employment agreement that (initially or as amended) is a Material Contract or Collective Bargaining Agreement, whether written or oral, other transaction other than in the ordinary course of business consistent with past practice; (ix) implemented any layoff of employees that could implicate the Worker Adjustment and Retraining Notification Act of 1988, as amendedbusiness, or any similar foreign, state, Commonwealth or local law, regulation or ordinance (jointly, the “WARN Act”); (x) made or suffered any change in or amendment to its organizational documents; (xi) cancelled, compromised, waived or released any material right or claim (or series of related rights and claims) other than by order of the Bankruptcy Court; (xii) entered into, terminated, modified, amended, renewed or made any other change in any Material Contract (including, without limitation, any contract for the purchase of goods, equipment or services of amounts in excess of $100,000 or any contract for the merger or consolidation with, or the acquisition of any material assets of, any other Person) other than in the ordinary course of business consistent with past practice; (xiii) discharged or satisfied any obligation or Liability or made any settlement or compromise of any litigation, other than in the ordinary course of business consistent with past practice, by order of the Bankruptcy Court or pursuant to the Plan; (xiv) incurred any indebtedness or issued, assumed or guaranteed any debt or other Liability of any third party other than indebtedness incurred, or debt or Liabilities guaranteed, in an amount (individually or in the aggregate) less than $100,000; (xv) engaged agreed, in any transaction that, individually writing or in the aggregate, has caused or would reasonably be expected to cause a Material Adverse Effect; (xvi) since January 1, 2005, committed to make any capital expenditure (or series of related capital expenditures), other than any capital expenditure to be made in connection with the Rebuild of the San ▇▇▇▇ System, that will not be fully paid prior to the Closing Date and either involves more than $100,000 in any single case or $250,000 in the aggregate or is outside the ordinary course of business unless such commitment is reflected in the 2005 Budget; (xvii) adopted, amended, modified, or terminated any bonus, profit sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan) except in the ordinary course of business consistent with past practice; or (xviii) made a commitment, whether or not in writingorally, to do any of the foregoing.

Certain Changes. Since January 1December 31, 20042012, the Seller has conducted, and through the date Shareholders have caused the Seller to conduct, the Business in the Ordinary Course of this Agreement Business, to preserve intact their respective business organizations and relationships with third parties and to keep available the services of their respective present officers and employees. Without limiting the generality of the foregoing, except as set forth on Schedule 4.8, since December 31, 2012: (a) Seller has not entered into any agreement, contract, lease or license involving in Schedule 4.3(fexcess of $10,000; (b) no party has accelerated, terminated, modified or cancelled any material agreement, contract, lease or license to which Seller is a party or by which it is bound; (c) Seller has maintained their properties and provided that no representation or warranty is made other assets in accordance with respect normal industry practice, in good operating condition and repair (subject to the Transferred Assets or the Excluded Liabilitiesnormal wear and tear), neither Company has:and have maintained insurance coverage thereon at current levels; (d) Seller has paid all accounts payable and collected all accounts receivable in a commercially reasonable manner and in the Ordinary Course of Business; (e) Seller has not adopted or proposed any change to its charter or bylaws; (f) Seller has not purchased, leased or otherwise acquired, or sold, leased, licensed, transferred, assigned or otherwise disposed of, any of such Seller’s assets, tangible or intangible, having a value in excess of $10,000; (g) Seller has not approved, committed to make, or made any capital expenditure in excess of $10,000; (h) Seller has not issued any note, bond or other debt security or created, incurred, assumed or guaranteed Seller’s Debt other than in the Ordinary Course of Business; (i) issued, sold or otherwise disposed of Seller has not imposed any Liens upon any of its capital stock such Seller’s assets, tangible or equivalent equity interest, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock or equivalent equity interestintangible; (iij) made any sale, purchase, assignment, lease, license, abandonment, transfer or other disposition of any material portion of its respective assets or properties, including any Company Intellectual Property, other than sales of Inventory in the ordinary course of business consistent with past practice or as required by the Rebuild of the San ▇▇▇▇ System, or taken any action that would reasonably be expected to result in the loss, lapse or abandonment of any Company Intellectual Property other than in the ordinary course of business consistent with past practice (unless, in either case, such assets were unnecessary or obsolete or comparable replacements were made therefor), or permitted any of such assets or properties to be subjected to any Lien of any kind other than Permitted Liens; (iii) made or promised any bonus or material increase in the salary or other compensation payable or to become payable to any manager, director, officer, employee or consultant of the Companies, other than annual salary increases and annual bonuses made in the ordinary course consistent with past practice or required by the terms of a Material Contract (and, if committed to prior to the Closing Date (by contract or otherwise) and then payable but Seller has not paid, fully accrued on the Closing Date Balance Sheet and included as part of the Closing Date Current Liabilities); (iv) accelerated the receipt or recognition of any item of income or offered any discount for sales of advertising or services, other than in the ordinary course of business consistent with past practice; (v) written down the value of any work in progress, or written off as uncollectible any notes or accounts receivable, except in the ordinary course of business consistent with past practice; (vi) other than cash dividends, distributions and payments to ML Media or Century or their respective Affiliates, made any dividend, distribution or other payment to any Seller or their respective Affiliates; (vii) received any notice of any new labor union organizing activity, any actual or threatened employee strikes, work stoppages, slowdowns or lockouts, or any material adverse change in the aggregate in its relations with its employees, agents, customers, suppliers or consultants; (viii) entered into, amended in any material respect or terminated any employment agreement that (initially or as amended) is a Material Contract or Collective Bargaining Agreement, whether written or oral, other than in the ordinary course of business consistent with past practice; (ix) implemented any layoff of employees that could implicate the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar foreign, state, Commonwealth or local law, regulation or ordinance (jointly, the “WARN Act”); (x) made or suffered any change in or amendment to its organizational documents; (xi) cancelled, compromised, waived or released any material right or claim (or series of related rights and claims) other involving more than by order of the Bankruptcy Court$10,000; (xiik) Seller has not increased the compensation of any director, officer or employee of the Seller other than in the Ordinary Course of Business; (l) Seller has not entered intointo any employment contract or collective bargaining agreement, terminatedwritten or oral, or modified the terms of any such existing contract or agreement; (m) Seller has not adopted, amended, modified, amended, renewed terminated or taken any action to accelerate any rights or benefits under any Employee Benefit Plan in any manner that increases the Liability of Seller in respect of such Employee Benefit Plan; (n) Seller has not made any loan to, or entered into any other change in any Material Contract (including, without limitationtransaction with, any contract for the purchase of goodsShareholder or Seller’s directors, equipment officers, employees or services of amounts in excess of $100,000 Affiliates; (o) Seller has not made any capital investment in, any loan to, or any contract for the merger or consolidation with, or the acquisition of any material the securities or assets of, any other Person) other than in the ordinary course of business consistent with past practice; (xiiip) discharged Seller has not issued, sold, pledged, disposed of or satisfied encumbered, or authorized the issuance, sale, pledge, disposition or encumbrance of, any obligation securities of Seller, any securities convertible into or Liability exchangeable for securities of Seller, or options, warrants or other rights to acquire from Seller any securities of Seller or securities convertible into, exchangeable for or exercisable for securities of Seller; (q) Seller has not declared, set aside or paid any dividend or made any settlement distribution with respect to its capital stock (whether in cash or compromise in kind) or reclassified, combined, split, subdivided, redeemed, purchased or otherwise acquired, directly or indirectly, any of any litigation, other than in the ordinary course of business consistent with past practice, by order of the Bankruptcy Court or pursuant to the Planits capital stock; (xivr) incurred any indebtedness or issued, assumed or guaranteed any debt or other Liability of any third party other than indebtedness incurred, or debt or Liabilities guaranteed, in an amount (individually or in the aggregate) less than $100,000; (xv) engaged in any transaction that, individually or in the aggregate, there has caused or would reasonably be expected to cause not occurred a Material Adverse Effect;; and (xvis) since January 1, 2005, Seller has not committed to make any capital expenditure (or series of related capital expenditures), other than any capital expenditure to be made in connection with the Rebuild of the San ▇▇▇▇ System, that will not be fully paid prior to the Closing Date and either involves more than $100,000 in any single case or $250,000 in the aggregate or is outside the ordinary course of business unless such commitment is reflected in the 2005 Budget; (xvii) adopted, amended, modifiedto, or terminated any bonusentered into an agreement to do, profit sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan) except in the ordinary course of business consistent with past practice; or (xviii) made a commitment, whether or not in writing, to do any of the foregoing.