Common use of Continuity and Maintenance of Operations Clause in Contracts

Continuity and Maintenance of Operations. (a) The Company shall: (i) comply in all material respects with all Legal Requirements and requirements of the NRTC applicable to the Company (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 in all material respects all Contracts, including the NTRTC Distribution Agreement, and shall not, without the prior written consent of Pegasus, alter, modify or amend any of the foregoing; (iii) use its reasonable efforts in consultation with Pegasus and its Affiliates, to promote the financial success of the Business, and shall promptly notify Pegasus of any adverse change in the prospects or condition (financial or otherwise) of the Business; and (iv) use its reasonable 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 shall promptly notify Pegasus of any adverse change in its relationship with any such Person. Without limiting the generality of the foregoing, the Company shall use its reasonable efforts to maintain the Assets in good order, condition and repair, shall use its reasonable efforts to 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 use its reasonable efforts to maintain inventories of DSS Systems and supplies at historic levels and shall keep and maintain all of the Books and Records in the Ordinary Course. Other than in the Ordinary Course, the Company 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. The Company shall continue to enforce its procedures for disconnection and discontinuance of service to subscribers whose accounts are delinquent in accordance with customary policies and procedures in effect on the date of this Agreement. (b) The Company shall not, without the prior written consent of Pegasus: (i) change the rates charged for the Economy Choice programming package or deviate from the programming or rates in DIRECTV national packages (Select Choice and Total Choice); (ii) engage in marketing promotions other than in the Ordinary Course consistent with past practices; (iii) sell, lease, transfer, convey, distribute or assign any of the Assets (or enter into any contract to do any of the foregoing) other than in the Ordinary Course or as contemplated by Section 3.6 hereof or permit the creation of any Encumbrance on any of the Assets; (iv) permit the amendment or cancellation of the NRTC Distribution Agreement or any other Contract other than in the Ordinary Course; (v) enter into any contract, commitment or agreement or incur any indebtedness or other liability or obligation of any kind involving an expenditure in excess of $1,000 other than in the Ordinary Course; (vi) make any change in the Company's authorized or issued capital stock, grant any stock option or other right to purchase shares of the Company's capital stock or other securities, issue or make any commitment to issue any security, including any security exercisable for, convertible into or exchangeable for capital stock, grant any registration rights, pay any dividend or make any distribution on its capital stock or other securities, or purchase, redeem, retire or make any other acquisition of shares of its capital stock or other securities; or (vii) amend the Company's articles of incorporation or by-laws. (c) The Company shall not take or omit to take any action that would cause the Company to be in breach of any representations, warranties or covenants in this Agreement or the Collateral Documents or that would, if such action bad been taken or omitted on or before the date of this Agreement, have been required to be disclosed on Schedule 3.10.

Continuity and Maintenance of Operations. (a) The Company shall, and shall cause its Subsidiaries to, and the Principal Company Shareholders shall cause the Company and its Subsidiaries to: (i) comply in all material respects with all Legal Requirements and requirements of the NRTC applicable to the Company and its Subsidiaries (including NRTC's by-laws, policies policies, procedures and proceduresguidelines) relating to the Business; (ii) fulfill in all material respects all of its obligations under and maintain in full force and effect in all material respects all Contracts, including the NTRTC NRTC Distribution AgreementAgreements, and shall not, without the prior written consent of Pegasus, alter, modify or amend any of the foregoingforegoing in a manner adverse to the Company or its Subsidiaries; (iii) use its commercially reasonable efforts in consultation with Pegasus and its Affiliates, to promote the financial success of the Business, Business and shall promptly notify Pegasus of any adverse change in the prospects or condition (financial or otherwise) of the Business; and (iv) use its commercially reasonable 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 shall promptly notify Pegasus of any adverse change in its relationship with any such Person. Without limiting the generality of the foregoing, the Company shall, and shall use cause its reasonable efforts to Subsidiaries to, and the Principal Company Shareholders shall cause the Company and its Subsidiaries to, maintain the Assets in good order, condition and repair, shall use its reasonable efforts to 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)) substantially in accordance with past practice and in compliance with NRTC bylaws, shall use its reasonable efforts to policies, procedures and guidelines, maintain inventories of DSS Systems and supplies at historic levels reasonable levels, and shall keep and maintain all of the Books and Records in the Ordinary Course. Other than in the Ordinary Course, the Company and its Subsidiaries 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, Representatives to do so either. The Company shall, and the Principal Company Shareholders shall continue to cause the Company and its Subsidiaries to, enforce its procedures for disconnection and and/or discontinuance of service to subscribers (i) whose accounts are delinquent delinquent, (ii) who do not pay for core DIRECTV programming packages, or (iii) who are not Committed Member Residences, all in accordance with customary policies NRTC by-laws, policies, procedures and procedures in effect on the date of this Agreementguidelines. (b) The Company shall not, and shall cause its Subsidiaries not to, and the Principal Company Shareholders shall cause the Company and its Subsidiaries not to, without the prior written consent of Pegasus: (i) change the rates charged for the Economy Choice programming package or deviate from the programming or rates in DIRECTV national programming packages (Select Choice and Total Choice)or rates; (ii) engage in marketing promotions other than in the Ordinary Course consistent with past practicesCourse; (iii) sell, lease, transfer, convey, distribute convey or assign any of the Assets other than in the Ordinary Course (or enter into any contract to do any of the foregoing) other than in the Ordinary Course or as contemplated by Section 3.6 hereof or permit the creation of any Encumbrance on any of the AssetsAssets except under the Company Credit Agreement, the interest escrow established under the Company Indenture and the related escrow agreement, as disclosed in Section 3.6 of the Company Disclosure Statement, or as otherwise contemplated by this Agreement; or (iv) permit the amendment or cancellation of the any NRTC Distribution Agreement or any other Contract Contract. (c) Unless the Company shall have obtained the prior written consent of Pegasus, the Company shall not, and shall cause its Subsidiaries not to, and the Principal Company Shareholders shall cause the Company and its Subsidiaries not to: (i) engage in any Acquisition unless (A) the Acquisition is of a DIRECTV Distribution Business; (B) the Acquisition is funded solely out of the Company's cash on hand as of the date hereof, borrowings under the Company Credit Agreement, debt incurred to the Sellers, and equity contributions from the Company's shareholders; (C) on a pro forma basis, after giving effect to the Acquisition and any debt incurred in connection therewith, the Company would be in compliance with the Company Credit Agreement (including any amendments thereto permitted hereby) and the Company Indenture, and the Company shall have furnished Pegasus with satisfactory evidence to that effect; (D) on a projected basis, after giving effect to the Acquisition and any debt incurred in connection therewith, the Company's cash resources (including available credit under the Company Credit Agreement) will be sufficient to satisfy its future cash requirements as reflected in the Company Financial Model, as updated to reflect such proposed Acquisition (other than the two pending acquisitions reflected in the Company Financial Model), including, without limitation, to fund Acquisitions of DIRECTV Distribution Businesses that have been completed or are pending at the time of the Acquisition and to fund operating expenses, working capital, debt service and capital expenditures (other than the Offer to Purchase) (it being acknowledged that the Company Financial Model reflects certain covenant noncompliance), and such updated projection shall show no worsening in any of the foregoing matters, including the extent of covenant noncompliance; (ii) amend the Company Indenture, amend the Company Credit Agreement to increase the amount of credit available thereunder or, except as permitted by Section 9.3(b), otherwise amend the Company Credit Agreement; (iii) declare or pay any dividends or make any other distributions to the Shareholders; (iv) redeem or repurchase any stock (other than stock of employees in connection with termination of their employment and other than with Permitted Redemptions; (v) issue additional stock or options or warrants to acquire stock (except in connection with the exercise of outstanding options and warrants or Acquisitions permitted by paragraph (i)); (vi) incur any material debt (except in connection with Acquisitions permitted by paragraph (i), borrowings under the Company Credit Agreement to finance expenditures not prohibited by this Agreement, and other obligations incurred in the Ordinary Course); or (vii) make any loans other than in the Ordinary Course; . Notwithstanding paragraph (v) enter into any contract), commitment the Company may sell additional shares of Company Capital Stock for cash to some or agreement or incur any indebtedness or other liability or obligation all of any kind involving an expenditure in excess its Shareholders if the proceeds are used solely to pay cash dividends to the holders of $1,000 other than in the Ordinary Course; (vi) make any change in the Company's authorized or issued capital its preferred stock, grant any stock option or other right and notwithstanding paragraph (iii), the Company may pay cash dividends to purchase shares such holders solely out of the Company's capital stock or other securities, issue or make any commitment to issue any security, including any security exercisable for, convertible into or exchangeable for capital stock, grant any registration rights, pay any dividend or make any distribution on its capital stock or other securities, or purchase, redeem, retire or make any other acquisition of shares of its capital stock or other securities; or (vii) amend the Company's articles of incorporation or by-lawssuch proceeds. (cd) The Company No Seller shall not take or omit to take any action that would cause the Company any of them to be in breach of any representations, warranties or covenants in this Agreement or the Collateral Documents or that would, if such action bad had been taken or omitted on or before the date of this Agreement, have been required to be disclosed on Schedule 3.10in Section 3.11 of the Company Disclosure Statement. (e) Prior to the Closing Date, the Company shall, and the Principal Company Shareholder shall cause the Company to, terminate any consulting arrangements specified by Pegasus providing for aggregate annual payments in excess of $50,000.

Continuity and Maintenance of Operations. (a) The Company shall: (i) comply in all material respects with all Legal Requirements and requirements of the NRTC applicable to the Company (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 in all material respects all Contracts, including the NTRTC NRTC Distribution Agreement, and shall not, without the prior written consent of Pegasus, alter, modify or amend any of the foregoing; (iii) use its reasonable efforts in consultation with Pegasus and its Affiliates, to promote the financial success of the Business, and shall promptly notify Pegasus of any adverse change in the prospects or condition (financial or otherwise) of the Business; and (iv) use its reasonable 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 shall promptly notify Pegasus of any adverse change in its relationship with any such Person. Without limiting the generality of the foregoing, the Company shall use its reasonable efforts to maintain the Assets in good order, condition and repair, shall use its reasonable efforts to 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 use its reasonable efforts to maintain inventories of DSS Systems and supplies at historic levels and shall keep and maintain all of the Books and Records in the Ordinary Course. Other than in the Ordinary Course, the Company 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. The Company shall continue to enforce its procedures for disconnection and discontinuance of service to subscribers whose accounts are delinquent in accordance with customary policies and procedures in effect on the date of this Agreement. (b) The Company shall not, without the prior written consent of Pegasus: (i) change the rates charged for the Economy Choice programming package or deviate from the programming or rates in DIRECTV national packages (Select Choice and Total Choice); (ii) engage in marketing promotions other than in the Ordinary Course consistent with past practices; (iii) sell, lease, transfer, convey, distribute or assign any of the Assets (or enter into any contract to do any of the foregoing) other than in the Ordinary Course or as contemplated by Section 3.6 hereof or permit the creation of any Encumbrance on any of the Assets; (iv) permit the amendment or cancellation of the NRTC Distribution Agreement or any other Contract other than in the Ordinary Course; (v) enter into any contract, commitment or agreement or incur any indebtedness or other liability or obligation of any kind involving an expenditure in excess of $1,000 other than in the Ordinary Course; (vi) make any change in the Company's authorized or issued capital stock, grant any stock option or other right to purchase shares of the Company's capital stock or other securities, issue or make any commitment to issue any security, including any security exercisable for, convertible into or exchangeable for capital stock, grant any registration rights, pay any dividend or make any distribution on its capital stock or other securities, or purchase, redeem, retire or make any other acquisition of shares of its capital stock or other securities; or (vii) amend the Company's articles of incorporation or by-laws. (c) The Company shall not take or omit to take any action that would cause the Company to be in breach of any representations, warranties or covenants in this Agreement or the Collateral Documents or that would, if such action bad had been taken or omitted on or before the date of this Agreement, have been required to be disclosed on Schedule 3.10.