Common use of Continuity and Maintenance of Operations Clause in Contracts

Continuity and Maintenance of Operations. Seller shall continue to operate the CATV Systems, shall maintain the Assets (including maintenance and replenishment of all inventories of spare equipment and parts reasonably adequate for the needs of the CATV Systems, including without limitation those listed in Schedule 1.2), and shall keep all of its business books, records, and files all in the ordinary course of business in accordance with past practices, consistently applied. Unless required by law, Seller shall not, without prior written consent of Buyer, which consent shall not be unreasonably withheld, (i) change the rate charged for Basic Package Services or any premium services, (ii) add or delete any program services, or (iii) rearrange the CATV Systems' channel line-ups. Seller shall not sell, transfer, assign, or permit the creation of any Security Interest on any of the Assets (other than the lien of Seller's Lender, which lien will be extinguished simultaneously with Closing) without the prior written consent of Buyer, which consent shall not be unreasonably withheld. Except as otherwise required under the terms of this Agreement, Seller may amend or cancel any CATV Instruments, any Seller Contract or any other contract or agreement which is necessary or appropriate for the maintenance of the Assets or the operation of the CATV Systems, but only in the ordinary course of business. Seller specifically acknowledges that any amendment or cancellation of any franchise or lease agreement shall be deemed not to be in the ordinary course of business. Seller shall not itself, nor shall Seller permit any of its directors, officers, shareholders, agents or employees, or any of its partners or its partners', directors, officers, shareholders, agents, or employees to pay any of Seller's accounts receivable from the CATV Systems' subscribers outstanding on the date of this Agreement or hereafter; provided, however, that such persons shall be permitted to make payment for CATV services received by them at their own dwellings.

Continuity and Maintenance of Operations. Seller shall continue Sellers shall, from the date ---------------------------------------- hereof to operate the CATV Systems, shall maintain applicable Closing Dates with respect to the Assets: (a) provide the Services to the Properties and use the Assets (including maintenance and replenishment of all inventories of spare equipment and parts reasonably adequate for the needs of the CATV Systems, including without limitation those listed in Schedule 1.2), and shall keep all of its business books, records, and files all in the ordinary course consistent with past practices and maintain the Equipment in satisfactory operating condition; (b) use commercially reasonable efforts to preserve intact the Contracts and its customers, business organizations and business relationships related to the Assets; (c) maintain the Assets in satisfactory condition and repair, ordinary wear and tear excepted; (d) maintain current staffing levels and customer service performance in all material respects in support of business the Properties; (e) pay and perform their obligations with respect to the Assets on a timely basis in accordance with past practices, consistently appliedthe terms thereof; and (f) provide the Services to the Properties in material compliance with all Legal Rules. Unless required by law, Seller shall not, without prior written consent of Buyer, which consent Sellers shall not be unreasonably withheld, (ia) change make any material changes in the rate charged for Basic Package Services methods by which the Sellers collect Accounts Receivable or any premium services, (ii) add or delete any program servicesdisconnect Subscribers, or (iiib) rearrange the CATV Systems' channel line-ups. Seller shall not sell, transfer, assign, or permit the creation of offer to any Security Interest on any of the Assets (other than the lien of Seller's Lender, which lien will be extinguished simultaneously with Closing) without the prior written consent of Buyer, which consent shall not be unreasonably withheld. Except as otherwise required under the terms of this Agreement, Seller may amend or cancel any CATV Instruments, any Seller Contract Subscribers or any other contract prospective subscribers free installations (except for free installations during a conversion to AML) or agreement which is necessary or appropriate provide discounts for the maintenance cost of the Assets or the operation of the CATV Systems, but only Sellers' Services not provided in the ordinary course of business. Seller specifically acknowledges that Sellers shall not, from the date hereof to the applicable Closing Dates with respect to the Assets: (a) distribute any amendment Asset to its shareholders; (b) mortgage, pledge or cancellation subject to any Lien any of any franchise or lease agreement shall be deemed not to be the Assets except Liens in the ordinary course of business. Seller shall ; (c) sell, lease, license, transfer or otherwise dispose of or engage in any transaction with respect to any Assets not itselfin the ordinary course of business; (d) cancel or forgive any Accounts Receivable, nor shall Seller permit except in the ordinary course, consistent with GAAP; (e) amend, modify or terminate any Contract except with the consent of its directorsBuyer; or (f) change in any material respect the pricing (including without limitation, officers, shareholders, agents or employees, or the Basic Subscriber Rate) for the providing of the Services at any of its partners or its partners', directors, officers, shareholders, agents, or employees to pay any of Seller's accounts receivable from the CATV Systems' subscribers outstanding on the date of this Agreement or hereafter; provided, however, that such persons shall be permitted to make payment for CATV services received by them at their own dwellingsProperty.

Continuity and Maintenance of Operations. Seller Except as Buyer may otherwise agree in writing, until the Closing: (a) Sellers shall continue to operate (i) maintain (A) Sellers' respective rights in the CATV SystemsSeller Intellectual Property (including all applications, shall maintain registrations and other filings with respect thereto), (B) the Tangible Personal Property in good operating condition and repair, ordinary wear and tear excepted, (C) Sellers' insurance as in effect on the date of this Agreement, (D) Sellers' inventories of equipment and supplies included within the Assets at levels consistent with past practices, (including maintenance and replenishment of all inventories of spare equipment and parts reasonably adequate for the needs of the CATV Systems, including without limitation those listed in Schedule 1.2), and shall keep E) all of its Sellers' business books, recordsrecords and files, including Service Records, consistent with past practices, and files (ii) operate the Business in compliance in all material respects with all Legal Requirements. Sellers shall use commercially reasonable efforts to keep available the services of the Employees and Sellers' contractors and to preserve any business relationships with customers, suppliers and others having business dealings with Sellers in connection with the Business. (b) Without limiting the generality of the foregoing, and except as expressly contemplated hereunder, Sellers shall not, prior to Closing, without Buyer's prior written consent: (i) sell, transfer, lease, assign, license or otherwise dispose of any of the Assets, including any right in any Seller Intellectual Property, except sales in the ordinary course of business; (ii) create, assume or permit to exist any Lien on any Asset; (iii) amend, terminate or allow to expire any Governmental Authorization, Contract or other instrument; (iv) subject to (v), enter into any contract or commitment of any kind relating to the Business except in the ordinary course of business consistent with past practices and except for the renewal on their existing terms of Contracts that would, but for such renewal, terminate in accordance with past practicestheir terms prior to Closing; (v) modify, consistently applied. Unless required by lawamend or incur any obligation, Seller shall not, without prior written consent of agreement or other arrangement that is reasonably likely to adversely affect Buyer, which consent shall not be unreasonably withheld, (i) change 's ability to discharge the rate charged for Basic Package Services Assumed Obligations or any premium services, (ii) add use or delete any program services, or (iii) rearrange the CATV Systems' channel line-ups. Seller shall not sell, transfer, assign, or permit the creation of any Security Interest on operate any of the Assets or Products; (vi) delay payment of any account payable or other than the lien of Seller's Lender, which lien will be extinguished simultaneously with Closing) without the prior written consent of Buyer, which consent shall not be unreasonably withheld. Except as otherwise required under the terms of this Agreement, Seller may amend or cancel any CATV Instruments, any Seller Contract or any other contract or agreement which is necessary or appropriate for the maintenance of the Assets liability beyond its due date or the operation of the CATV Systems, but only date when such liability would have been paid in the ordinary course of business. Seller specifically acknowledges that business consistent with past practices, which delay could adversely affect the value of the Assets; or (vii) take or omit to take any amendment action, which action or cancellation omission could materially adversely affect the value of any franchise or lease agreement shall be deemed not to be in the ordinary course of business. Seller shall not itself, nor shall Seller permit any of its directors, officers, shareholders, agents or employees, or any of its partners or its partners', directors, officers, shareholders, agents, or employees to pay any of Seller's accounts receivable from the CATV Systems' subscribers outstanding on the date of this Agreement or hereafter; provided, however, that such persons shall be permitted to make payment for CATV services received by them at their own dwellingsAssets.

Continuity and Maintenance of Operations. (a) Seller shall: (i) use its best efforts to comply with all Legal Requirements relating to the Business; (ii) fulfill all of its obligations under and maintain in full force and effect all Contracts, including the NRTC Distribution Agreement, and shall not, without the prior written consent of Purchaser, alter, modify or amend any of the foregoing; (iii) use its best efforts in consultation with Purchaser and its Affiliates, to promote the financial success of the Business and promptly notify Purchaser of any material change in the prospects or condition (financial or otherwise) of the Business; and (iv) use its best efforts to promote, develop and preserve its relationships with the NRTC, DSS retailers, participating cooperatives and its present employees as well as the goodwill of its suppliers, customers and others having business relations with it, and promptly notify Purchaser of any material change in its relationship with any such Person; provided, however, that Seller's obligation to use its "best efforts" hereunder shall not require that Seller make any capital expenditures out of the Ordinary Course or bear litigation costs relating to any such obligation. Without limiting the generality of the foregoing, Seller shall maintain the Assets in good order, condition and repair, shall maintain insurance relating to the Business as in effect on the date of this Agreement and shall keep and maintain all of the Books and Records in the Ordinary Course. Other than in the Ordinary Course, Seller shall not itself pay or credit in any way any Accounts Receivable prior to the Closing Date, and shall not permit any of its agents or employees, or any officers, directors or shareholders of the Selling Group, to do so either. Seller shall continue to operate the CATV Systems, shall maintain the Assets enforce its procedures for disconnection and discontinuance of service to (including maintenance and replenishment of all inventories of spare equipment and parts reasonably adequate for the needs of the CATV Systems, including without limitation those listed in Schedule 1.2), and shall keep all of its business books, records, and files all in the ordinary course of business in accordance with past practices, consistently applied. Unless required by law, b) Seller shall not, without the prior written consent of Buyer, which consent shall not be unreasonably withheld, Purchaser: (i) change the rate rates charged for Basic Package Services the Economy Choice programming package or any premium servicesdeviate from DIRECTV national programming packages or rates; except that commencing on October 9, 1996 Seller shall increase the rates charged for Economy Choice to $16.95 for all new subscribers of that programming package and on November 1, 1996, Seller shall notify all subscribers of that programming package as of October 8, 1996 that the rates for the Economy Choice programming package shall increase to $16.95 on a date approximately six months thereafter; (ii) add or delete any program servicessell, or (iii) rearrange the CATV Systems' channel line-ups. Seller shall not selllease, transfer, assign, convey or assign any of the Assets (or enter into any contract to do any of the foregoing) or permit the creation of any Security Interest Encumbrance on any of the Assets Assets; (other than iii) permit the lien of Seller's Lender, which lien will be extinguished simultaneously with Closing) without the prior written consent of Buyer, which consent shall not be unreasonably withheld. Except as otherwise required under the terms of this Agreement, Seller may amend or cancel any CATV Instruments, any Seller Contract or any other contract or agreement which is necessary or appropriate for the maintenance of the Assets or the operation of the CATV Systems, but only in the ordinary course of business. Seller specifically acknowledges that any amendment or cancellation of the NRTC Distribution Agreement or any franchise other Contract; or lease (iv) enter into any contract, commitment or agreement or incur any indebtedness or other liability or obligation of any kind relating to the Business involving an expenditure in excess of $5,000; (c) No company in the Selling Group shall be deemed not take or omit to take any action that would cause any company in the Selling Group to be in the ordinary course breach of business. Seller shall not itself, nor shall Seller permit any of its directors, officers, shareholders, agents representations or employees, or any of its partners or its partners', directors, officers, shareholders, agents, or employees to pay any of Seller's accounts receivable from the CATV Systems' subscribers outstanding on the date of warranties in this Agreement or hereafter; provided, however, that such persons shall be permitted to make payment for CATV services received by them at their own dwellingsthe Collateral Documents.

Continuity and Maintenance of Operations. Seller shall continue to operate the CATV Systems, shall maintain the Assets (including maintenance and replenishment of all inventories of spare equipment and parts reasonably adequate for the needs of the CATV Systems, including without limitation those listed in Schedule 1.2), and shall keep all of its business books, records, and files all in the ordinary course of business in accordance with past practices, consistently applied. Unless required by lawSeller shall bear the risk of loss on or prior to Closing with respect to the Assets and the CATV Systems as a result of any loss, claim, casualty, or calamity. Seller shall not, without prior written consent of Buyer, which consent shall not be unreasonably withheld, (i) change the rate charged for Basic Package Services or any premium services, (ii) add or delete any program services, or (iii) rearrange the CATV Systems' channel line-ups. Seller shall not sell, transfer, assign, or permit the creation of any Security Interest on any of the Assets (other than the lien of Seller's Lender, which lien will be extinguished simultaneously with Closing) without the prior written consent of Buyer, which consent shall not be unreasonably withheld. Except as otherwise required under the terms of this Agreement, Seller may amend or cancel any CATV Instruments, any Seller Contract or any other contract or agreement which is necessary or appropriate for the maintenance of the Assets or the operation of the CATV Systems, but only in the ordinary course of business. Seller specifically acknowledges that any amendment or cancellation of any franchise or lease agreement shall be deemed not to be in the ordinary course of business. Seller shall not itself, nor shall Seller permit any of its directors, officers, shareholders, agents or employees, or any of its partners or its partners', directors, officers, shareholders, agents, or employees to pay any of Seller's accounts receivable from the CATV Systems' subscribers outstanding on the date of this Agreement or hereafter; provided, however, that such persons shall be permitted to make payment for CATV services received by them at their own dwellings.

Continuity and Maintenance of Operations. Seller shall continue to operate the CATV Systems, shall maintain the Assets (including maintenance and replenishment of all inventories of spare equipment and parts reasonably adequate for the needs of the CATV Systems, including without limitation those listed in Schedule 1.2), and shall keep all of its business books, records, and files all in the ordinary course of business in accordance with past practices, consistently applied. Unless required by lawSeller shall bear the risk of loss on or prior to Closing with respect to the Assets and the CATV Systems as a result of any loss, claim, casualty, or calamity. Seller shall not, without prior written consent of Buyer, which consent shall not be unreasonably withheld, (i) change the rate charged for Basic Package Services or any premium services, (ii) add or delete any program services, or (iii) rearrange the CATV Systems' channel line-ups. Seller shall not sell, transfer, assign, or permit the creation of any Security Interest on any of the Assets (other than the lien of Seller's Lender, which lien will be extinguished simultaneously with Closing) without the prior written consent of Buyer, which consent shall not be unreasonably withheld. Except as otherwise required under the terms of this Agreement, Seller may amend or cancel any CATV Instruments, any Seller Contract or any other contract or agreement which is necessary or appropriate for the maintenance of the Assets or the operation of the CATV Systems, but only in the ordinary course of business. Seller specifically acknowledges that any amendment or cancellation of any franchise or lease agreement shall be deemed not to be in the ordinary course of business. Seller shall not itself, nor shall Seller permit any of its directors, officers, shareholders, agents or employees, or any of its partners or its partners', directors, officers, shareholders, agents, or employees to pay any of Seller's accounts receivable from the CATV Systems' subscribers outstanding on the date of this Agreement or hereafter; provided, however, that such persons shall be permitted to make payment for CATV services received by them at their own dwellings.

Continuity and Maintenance of Operations. (a) Seller shall: (i) use its best efforts to comply with all Legal Requirements applicable to Seller and all requirements of the NRTC applicable to Seller (including NRTC's by-laws, policies and procedures) relating to the Business; (ii) fulfill in all material respects all of its obligations under and maintain in full force and effect all Contracts, including the NRTC Distribution Agreement, and shall not, without the prior written consent of Purchaser, alter, modify or amend any of the foregoing; (iii) use its best efforts in consultation with Purchaser and its Affiliates, to promote the financial success of the Business and promptly notify Purchaser of any adverse change in the prospects or condition (financial or otherwise) of the Business; and (iv) use its best efforts to promote, develop and preserve its relationships with the NRTC, DSS retailers, participating cooperatives and its present employees as well as the goodwill of its suppliers, customers and others having business relations with it, and promptly notify Purchaser of any adverse change in its relationship with any such Person. Without limiting the generality of the foregoing, Seller shall maintain the Assets in good order, condition and repair, shall maintain insurance relating to the Business as in effect on the date of this Agreement, shall continue the pricing, marketing, advertising, promotion and other activities with respect to the Business (including, without limitation, billing, collection and subscriber matters), shall maintain Inventory of not less than 25 new DSS Systems and shall keep and maintain all of the Books and Records in the Ordinary Course. Other than in the Ordinary Course, Seller shall not itself pay or credit in any way any Accounts Receivable prior to the Closing Date, and shall not permit any of its agents or employees, or any officers, directors or Shareholders, to do so either. Seller shall continue to operate the CATV Systems, shall maintain the Assets (including maintenance enforce its procedures for disconnection and replenishment discontinuance of all inventories of spare equipment and parts reasonably adequate for the needs of the CATV Systems, including without limitation those listed in Schedule 1.2), and shall keep all of its business books, records, and files all in the ordinary course of business service to Subscribers whose accounts are delinquent in accordance with past practices, consistently applied. Unless required by law, customary policies and procedures in effect on the date of this Agreement. (b) Seller shall not, without the prior written consent of Buyer, which consent shall not be unreasonably withheld, Purchaser: (i) change the rate charged for Basic Package Services except as set forth on Schedule 5.3, deviate from DIRECTV national programming packages or any premium services, rates; (ii) add or delete any program services, or engage in marketing promotions other than in the Ordinary Course consistent with past practices; (iii) rearrange the CATV Systems' channel line-ups. Seller shall not sell, lease, transfer, assign, convey or assign any of the Assets (or enter into any contract to do any of the foregoing) or permit the creation of any Security Interest Encumbrance on any of the Assets Assets; (v) permit the amendment or cancellation of the NRTC Distribution Agreement or any other than Contract; or (iv) enter into any contract, commitment or agreement or incur any indebtedness or other liability or obligation of any kind involving an expenditure outside the lien Ordinary Course and in excess of Seller's Lender$2,500; (c) Neither Seller nor Shareholders shall take or omit to take any action that would cause Seller or Shareholders to be in breach of any representations, which lien will be extinguished simultaneously with Closing) without warranties or covenants in this Agreement or the prior written consent of BuyerCollateral Documents or that would, which consent shall not be unreasonably withheld. Except as otherwise required under if such action had been taken or omitted on or before the terms date of this Agreement, Seller may amend or cancel any CATV Instruments, any Seller Contract or any other contract or agreement which is necessary or appropriate for the maintenance of the Assets or the operation of the CATV Systems, but only in the ordinary course of business. Seller specifically acknowledges that any amendment or cancellation of any franchise or lease agreement shall be deemed not have been required to be in the ordinary course of business. Seller shall not itself, nor shall Seller permit any of its directors, officers, shareholders, agents or employees, or any of its partners or its partners', directors, officers, shareholders, agents, or employees to pay any of Seller's accounts receivable from the CATV Systems' subscribers outstanding disclosed on the date of this Agreement or hereafter; provided, however, that such persons shall be permitted to make payment for CATV services received by them at their own dwellingsSchedule 3.9.