Common use of Operations Pending Closing Clause in Contracts

Operations Pending Closing. 41 (a) Seller hereby covenants and agrees that, from the date of this Agreement and prior to the Closing, unless otherwise expressly contemplated by this Agreement, Seller shall: (i) operate the Business in the usual and ordinary course consistent with past practices (other than with respect to the Excluded Assets and Excluded Liabilities, to the extent the Purchased Assets are not or could not reasonably be expected to be adversely affected thereby and the Assumed Liabilities are not or could not reasonably be expected to be increased thereby); (ii) use its reasonable best efforts to preserve substantially intact its business organization, maintain its rights and franchises, retain the services of its principal officers and key employees and maintain its relationships with its principal customers, suppliers and other third Persons with which it has business relations; and (iii) use its reasonable best efforts to maintain and keep its Equipment, properties and other assets in working repair and condition as at present, ordinary wear and tear excepted, and replace with a substantially equivalent asset of substantially equivalent quality or utility any of the Equipment, properties and other assets that shall be worn out, lost, stolen or destroyed. (b) Without limiting the generality of the matters set forth in Section 5.01(a), from the date of this Agreement and prior to the Closing, Seller shall and shall cause the Business to, except with Buyer's prior written consent: (i) not enter into any new agreements for Program Rights or more than twenty (20) Contracts for the Installation of the Network at any College; (ii) (A) air Programming that is of the same substance and style as is consistent with past practice (it being understood that Seller may not be able to air Programming pursuant to the ESPN Agreement if such agreement is terminated by ESPN Enterprises, Inc. prior to the Closing Date) and (B) not make payments on Program Rights agreements and other agreements except in accordance with this Agreement; (iii) not enter into any new Tradeout Agreement relating to the Business that will not be fully performed prior to the Closing without Buyer's prior written consent; (A) promptly notify Buyer of any attempted or actual collective bargaining organizing activity with respect to any Network Employees and (B) not enter into or permit any Person to enter into any collective bargaining agreement applicable to any Network Employees that provides that it shall be binding upon any "successor" employer of such Network Employees; (v) follow the Business' usual and customary policy with respect to (A) extending credit for sales of commercial time on the Network and (B) collecting accounts receivable relating to the Business arising from such extension of credit; (vi) not make any change in any method of accounting or accounting practice utilized in the preparation of the Financial Statements, except for any such change required by reason of a concurrent change in generally accepted accounting principles, which, for the avoidance of doubt, shall not result in any change in GAAP; (vii) not acquire an amount of assets material to the Business, individually or in the aggregate, from any other Person; (viii) not sell, lease, license or otherwise dispose of any asset or property relating to the Business except pursuant to existing contracts or commitments and as provided in Section 5.10(a); PROVIDED that Buyer's consent shall not be unreasonably withheld to the extent such sale, lease, license or other disposition relates to the Excluded Assets and Excluded Liabilities, to the extent the Purchased Assets are not or could not reasonably be expected to be adversely affected thereby and the Assumed Liabilities are not or could not reasonably be expected to be increased thereby; PROVIDED FURTHER that such consent is not required for the sale, lease, license or other disposal of the Atlanta Office Space and the furniture, fixtures and other assets set forth on Schedule 2.01(a); (ix) not enter into or agree to enter into any agreement to sell, purchase or encumber any parcel of real property; (x) not enter into any agreements or transactions on behalf of the Business with any Affiliate of Seller and not make any distributions of any amounts to any Affiliate of Seller or to any investment bankers, attorneys, accountants, consultants or other agents or advisors to which any amount is owed by or on behalf of Seller or any of its Affiliates; (xi) (A) not hire or terminate any Person; (B) not increase or otherwise change the rate or nature of, or prepay, the compensation (including wages, salaries, commissions and bonuses) that is paid or payable to any Person employed by the Business, except pursuant to existing compensation and fringe benefit plans, practices and arrangements that have been furnished (in the case of such plans) or disclosed (in the case of such practices and arrangements) to Buyer prior to the date of this Agreement; (C) not enter into, renew or allow the renewal of or entering into, any employment or consulting agreement or other contract or arrangement with respect to the performance of personal services for the Business; and (D) not increase or otherwise change the rate or nature of severance or other termination benefits that are paid or payable to any Person employed by the Business. (xii) not adopt any Employee Plan or other pension, profit sharing, deferred compensation or similar plan, program or trust on behalf of the Network Employees or modify the existing Plans insofar as they relate to the Network Employees; (xiii) not make any capital expenditure; (xiv) except as set forth on Schedule 5.01(b)(xiv) or Schedule 2.11(b), not make any cash expenditure greater than $3,000 without Buyer's prior written consent; (xv) utilize the Deposit only in accordance with the provisions of Section 2.11 of this Agreement; (xvi) not do any of the things that would constitute a breach of Section 3.15(b); (xvii) (A) not enter into any agreement or Contract (except as set forth herein) and (B) not change, amend, terminate or otherwise modify any Contract in any material respect except for those Contracts either that terminate or expire prior to the Effective Time by their own terms or that are Excluded Assets, to the extent the Purchased Assets are not or could not reasonably be expected to be adversely affected thereby and the Assumed Liabilities are not or could not reasonably be expected to be increased thereby; and (xviii) except as set forth on Schedule 5.01(b)(xviii), not agree, commit or arrange to do any of the things set forth in clauses (b)(ii)(B), (iii), (iv)(B) or (vi) through (xvii) of this Section 5.01(b);

Operations Pending Closing. 41 (a) Seller hereby covenants and agrees thatExcept as otherwise agreed by the Parties, from between the date of this Agreement and prior the Closing (or the sooner termination of this Agreement), Seller and its Subsidiaries shall conduct the Business in substantially the same manner as the Ordinary Course of Business during the period preceding the date of this Agreement; provided, however, all new customer contracts may be handled through joint venture, teaming or similar agreements to be negotiated on a case by case basis between Seller and Buyer (any such customer contracts being referred to herein as "JV Contracts"); provided, however, that, (x) in the event the Closing does not occur on or before July 31, 2003, Seller may reduce the scope of its normal operations; and (y) in the event the Closing does not occur on or before the later of (I) August 31, 2003 or (II) 20 days after the Seller has finally resolved any comments made by the staff of the SEC with respect to the ClosingSeller Proxy Materials, unless otherwise expressly contemplated by but in no event later than September 20, 2003 (the date provided in this Agreementclause (y) being referred to as the "Outside Date"), Seller shall: (i) operate shall no longer be required to conduct the Business in the usual and ordinary course consistent with past practices Ordinary Course of Business (other than with respect without limitation, Seller shall have no further obligation to fund the Excluded Assets and Excluded LiabilitiesBusiness), but, at Buyer's written request, Seller shall agree irrevocably to the extent the Purchased Assets are not lease or could not reasonably be expected cause to be adversely affected thereby and leased to Buyer the Assumed Liabilities are not or could not reasonably be expected to be increased thereby); (ii) use its reasonable best efforts to preserve substantially intact its business organization, maintain its rights and franchises, retain the services of its principal officers and key employees and maintain its relationships with its principal customers, suppliers and other third Persons with which it has business relations; and (iii) use its reasonable best efforts to maintain and keep its Acquired Equipment, properties Acquired Inventory, employees of Seller and other assets in working repair and condition as at presentnecessary to conduct the Business on a subcontracting basis, ordinary wear and tear exceptedincluding performing the Assumed Contracts (with the Buyer receiving the revenue therefrom), and replace with a substantially equivalent asset of substantially equivalent quality or utility any of all on terms reasonably agreed upon by the Equipment, properties and other assets that shall be worn out, lost, stolen or destroyed. (b) parties. Without limiting the generality of the matters set forth in Section 5.01(a), from the date of this Agreement and prior to the Closingforegoing, Seller and its Subsidiaries shall and not, without the prior consent of the Buyer, which shall cause the Business to, except with Buyer's prior written consentnot be unreasonably withheld: (i) not enter into take any new agreements for Program Rights action which would, or more than twenty (20) Contracts for the Installation of the Network at any Collegecould reasonably be expected to, result in a Material Adverse Effect; (ii) (A) air Programming mortgage, pledge, or subject to any Encumbrance the Acquired Assets or otherwise enter into any agreement or commitment that is restricts the use of the same substance and style as is consistent with past practice (it being understood that Seller may not be able to air Programming pursuant to the ESPN Agreement if such agreement is terminated by ESPN Enterprises, Inc. prior to the Closing Date) and (B) not make payments on Program Rights agreements and other agreements except Acquired Assets in accordance with this Agreementany way; (iii) not enter into sell, transfer, convey, assign or otherwise dispose of any new Tradeout Agreement relating to of the Business that will not be fully performed prior to Acquired Assets, except for the Closing without Buyer's prior written consentconsumption of Acquired Inventory in the Ordinary Course of Business; (Aiv) promptly notify Buyer of waive, release, settle, compromise or cancel any attempted claims against third parties or actual collective bargaining organizing activity debts owing to it or any rights with respect to any Network Employees and (B) not enter into Acquired Assets or permit any Person to enter into any collective bargaining agreement applicable to any Network Employees that provides that it shall be binding upon any "successor" employer of such Network EmployeesAssumed Liabilities; (v) follow the Business' usual and customary policy settle or compromise, or agree to settle or compromise, any suits, actions or claims by or against Seller or any of its Subsidiaries with respect to (A) extending credit for sales of commercial time on the Network and (B) collecting accounts receivable relating to the Business arising from such extension of creditAcquired Assets or Assumed Liabilities; (vi) not make terminate, modify, amend or otherwise alter or change any change in any method of accounting or accounting practice utilized in the preparation of the Financial Statementsterms or provisions of any Assumed Contract, except for or pay any such change amount in respect of any Assumed Contract not required by reason any Requirement of a concurrent change in generally accepted accounting principles, which, for the avoidance of doubt, shall not result in Law or by any change in GAAPAssumed Contract; (vii) subject to Sections 5.3, 9.1(f) and 9.2(b), enter into any arrangement or agreement that would not acquire an amount permit the consummation of assets material to the Business, individually or in the aggregate, from any other Person;Transaction; or (viii) not selltake any action or omit to take any action, lease, license which omission or otherwise dispose of any asset or property relating to the Business except pursuant to existing contracts or commitments and as provided action would result in Section 5.10(a); PROVIDED that Buyer's consent shall not be unreasonably withheld to the extent such sale, lease, license or other disposition relates to the Excluded Assets and Excluded Liabilities, to the extent the Purchased Assets are not or could not reasonably be expected to be adversely affected thereby and the Assumed Liabilities are not or could not reasonably be expected to be increased thereby; PROVIDED FURTHER that such consent is not required for the sale, lease, license or other disposal of the Atlanta Office Space and the furniture, fixtures and other assets set forth on Schedule 2.01(a); (ix) not enter into or agree to enter into any agreement to sell, purchase or encumber any parcel of real property; (x) not enter into any agreements or transactions on behalf of the Business with any Affiliate of Seller and not make any distributions of any amounts to any Affiliate of Seller or to any investment bankers, attorneys, accountants, consultants or other agents or advisors to which any amount is owed by or on behalf of Seller or any of its Affiliates; (xi) (A) not hire or terminate any Person; (B) not increase or otherwise change the rate or nature of, or prepay, the compensation (including wages, salaries, commissions and bonuses) that is paid or payable to any Person employed by the Business, except pursuant to existing compensation and fringe benefit plans, practices and arrangements that have been furnished (in the case of such plans) or disclosed (in the case of such practices and arrangements) to Buyer prior to the date a material breach of this Agreement; (C) not enter into, renew or allow the renewal of intentionally take any action or entering into, omit to take any employment action which action or consulting agreement or other contract or arrangement with respect to the performance of personal services for the Business; and (D) not increase or otherwise change the rate or nature of severance or other termination benefits that are paid or payable to any Person employed by the Business. (xii) not adopt any Employee Plan or other pension, profit sharing, deferred compensation or similar plan, program or trust on behalf of the Network Employees or modify the existing Plans insofar as they relate to the Network Employees; (xiii) not make any capital expenditure; (xiv) except as set forth on Schedule 5.01(b)(xiv) or Schedule 2.11(b), not make any cash expenditure greater than $3,000 without Buyer's prior written consent; (xv) utilize the Deposit only omission would result in accordance with the provisions of Section 2.11 a breach of this Agreement; (xvi) not do any of the things that would constitute a breach of Section 3.15(b); (xvii) (A) not enter into any agreement or Contract (except as set forth herein) and (B) not change, amend, terminate or otherwise modify any Contract in any material respect except for those Contracts either that terminate or expire prior to the Effective Time by their own terms or that are Excluded Assets, to the extent the Purchased Assets are not or could not reasonably be expected to be adversely affected thereby and the Assumed Liabilities are not or could not reasonably be expected to be increased thereby; and (xviii) except as set forth on Schedule 5.01(b)(xviii), not agree, commit or arrange to do any of the things set forth in clauses (b)(ii)(B), (iii), (iv)(B) or (vi) through (xvii) of this Section 5.01(b);.

Operations Pending Closing. 41 (a) Seller hereby covenants and agrees that, During the period from the date of this Agreement and prior to the Closing, unless otherwise expressly contemplated by this Agreement, Seller shall: shall (i) operate consult with Buyer with respect to each Election Proposal in excess of One Hundred Thousand Dollars ($100,000.00) net to the Business in the usual interests of Seller which is received by Seller with respect to any Subject Asset, and ordinary course consistent consult with past practices (other than Buyer with respect to all material decisions to be made with respect to the Excluded Subject Assets and Excluded Liabilities, regarding the incurring of costs for discretionary expenditures for operations in excess of One Hundred Thousand Dollars ($100,000.00) net to the extent the Purchased Assets interest of Seller for which approval for expenditures are not or could not reasonably be expected to be adversely affected thereby prepared and the Assumed Liabilities are not or could not reasonably be expected to be increased thereby); (ii) use its reasonable best efforts not transfer, sell, hypothecate, encumber, abandon, or otherwise dispose of or terminate any portion of the Lease Assets (other than the sale of production in the ordinary course of business or as required in connection with the exercise by third parties of any Preferential Purchase Rights to preserve substantially intact its business organization, maintain its rights and franchises, retain the services of its principal officers and key employees and maintain its relationships with its principal customers, suppliers and other third Persons with which it has business relations; and (iii) use its reasonable best efforts to maintain and keep its Equipment, properties and other assets in working repair and condition as at present, ordinary wear and tear excepted, and replace with a substantially equivalent asset of substantially equivalent quality or utility purchase any of the Equipment, properties and other assets that shall be worn out, lost, stolen or destroyedLease Assets) without the written consent of Buyer. (b) Without limiting During the generality of the matters set forth in Section 5.01(a), period from the date of this Agreement and prior to the Closing, Seller shall and shall cause the Business to, except with Buyer's prior written consent: (i) not enter into any new agreements for Program Rights or more than twenty (20) Contracts for the Installation of the Network at any College; (ii) (A) air Programming that is of the same substance and style as is consistent with past practice (it being understood that Seller may not be able to air Programming pursuant to the ESPN Agreement if such agreement is terminated by ESPN Enterprises, Inc. prior to the Closing Date) and (B) , Seller shall have the right to elect to participate or not make payments on Program Rights agreements and other agreements except to participate in accordance with this Agreement; (iii) not enter into any new Tradeout Agreement relating to the Business that will not be fully performed prior to the Closing without Buyer's prior written consent; (A) promptly notify Buyer of any attempted or actual collective bargaining organizing activity with respect to any Network Employees and (B) not enter into or permit any Person to enter into any collective bargaining agreement applicable to any Network Employees that provides that it shall be binding upon any "successor" employer of such Network Employees; (v) follow the Business' usual and customary policy with respect to (A) extending credit for sales of commercial time New Well proposed by an operator on the Network and (B) collecting accounts receivable relating to the Business arising from such extension of credit; (vi) not make any change in any method of accounting or accounting practice utilized in the preparation of the Financial Statements, except for any such change required by reason of a concurrent change in generally accepted accounting principles, which, for the avoidance of doubt, shall not result in any change in GAAP; (vii) not acquire an amount of assets material to the Business, individually or in the aggregate, from any other Person; (viii) not sell, lease, license or otherwise dispose of any asset or property relating to the Business except pursuant to existing contracts or commitments and as provided in Section 5.10(a); PROVIDED that Buyer's consent shall not be unreasonably withheld to the extent such sale, lease, license or other disposition relates to the Excluded Assets and Excluded Liabilities, to the extent the Purchased Assets are not or could not reasonably be expected to be adversely affected thereby and the Assumed Liabilities are not or could not reasonably be expected to be increased thereby; PROVIDED FURTHER that such consent is not required for the sale, lease, license or other disposal of the Atlanta Office Space and the furniture, fixtures and other assets set forth on Schedule 2.01(a); (ix) not enter into or agree to enter into any agreement to sell, purchase or encumber any parcel of real property; (x) not enter into any agreements or transactions on behalf of the Business Land. Seller may consult with any Affiliate of Seller and not make any distributions of any amounts to any Affiliate of Seller or to any investment bankers, attorneys, accountants, consultants or other agents or advisors to which any amount is owed by or on behalf of Seller or any of its Affiliates; (xi) (A) not hire or terminate any Person; (B) not increase or otherwise change the rate or nature of, or prepay, the compensation (including wages, salaries, commissions and bonuses) that is paid or payable to any Person employed by the Business, except pursuant to existing compensation and fringe benefit plans, practices and arrangements that have been furnished (in the case of such plans) or disclosed (in the case of such practices and arrangements) to Buyer prior to making the election but shall have the right to make the election in its sole discretion, and will have no obligations or liability to the Buyer when making such election. (c) Notwithstanding Section 10(a) and Section 10(b) above, in the event that, during the period from the date of this Agreement; (C) not enter intoAgreement to Closing, renew or allow the renewal of or entering into, any employment or consulting agreement or other contract or arrangement Seller elects to participate in Election Proposals with respect to the performance of personal services for Subject Assets, discretionary expenditures, or New ▇▇▇▇▇, and in the Business; and (D) not increase or otherwise change the rate or nature of severance or other termination benefits event that are paid or payable to any Person employed by the Business. (xii) not adopt any Employee Plan or other pension, profit sharing, deferred compensation or similar plan, program or trust on behalf Seller’s proportionate share of the Network Employees or modify the existing Plans insofar as they relate to the Network Employees; (xiii) not make any capital expenditure; (xiv) except aggregate estimated costs for such operations, as set forth on Schedule 5.01(b)(xivin any such Election Proposals, would exceed five percent (5%) or Schedule 2.11(b), not make any cash expenditure greater than $3,000 without Buyer's prior written consent; (xv) utilize the Deposit only in accordance with the provisions of Section 2.11 of this Agreement; (xvi) not do any of the things Base Purchase Price, Seller shall be required to obtain Buyer’s permission for the first such operation that would constitute a breach of Section 3.15(b); exceeds the five percent (xvii5%) (A) not enter into threshold, and any agreement or Contract (except as set forth herein) and (B) not changeoperations thereafter, amend, terminate or otherwise modify any Contract in any material respect except for those Contracts either that terminate or expire prior which it desires to the Effective Time by their own terms or that are Excluded Assets, to the extent the Purchased Assets are not or could not reasonably be expected to be adversely affected thereby and the Assumed Liabilities are not or could not reasonably be expected to be increased thereby; and (xviii) except as set forth on Schedule 5.01(b)(xviii), not agree, commit or arrange to do any of the things set forth in clauses (b)(ii)(B), (iii), (iv)(B) or (vi) through (xvii) of this Section 5.01(b);participate.

Operations Pending Closing. 41 (a) The Seller hereby covenants to and agrees with Buyer that, from the date of this Agreement and prior hereof to the Closing, unless otherwise expressly contemplated by Closing Date or the termination of this Agreement, except with the prior written consent of Buyer, the Seller shallwill not cause or allow the Bank to: (ia) operate fail to carry on its business in substantially the Business same manner as now being conducted; (b) except as provided in the usual and ordinary course consistent with past practices (Section 2.1, declare, pay or make any cash dividend, stock dividend or other than distribution with respect to the Excluded Assets and Excluded Liabilities, to Equity Securities of the extent Bank except for cash dividends that are properly reflected in the Purchased Assets are not or could not reasonably be expected to be adversely affected thereby and the Assumed Liabilities are not or could not reasonably be expected to be increased thereby)Bank Financial Statements; (iic) use its reasonable best efforts issue or directly or indirectly sell, transfer or otherwise dispose of, or purchase, redeem, retire or otherwise acquire any Equity Securities of the Bank or any other Equity Securities, or agree to preserve substantially intact its business organization, maintain its rights and franchises, retain the services of its principal officers and key employees and maintain its relationships with its principal customers, suppliers and other third Persons with which it has business relations; andcommit to do so; (iiid) use its reasonable best efforts to maintain and keep its Equipment, properties and other assets subdivide or in working repair and condition as at present, ordinary wear and tear excepted, and replace with a substantially equivalent asset of substantially equivalent quality or utility any way reclassify any of the Equipment, properties and other assets that shall be worn out, lost, stolen or destroyed. (b) Without limiting the generality Equity Securities of the matters set forth in Section 5.01(a), from the date of this Agreement and prior to the Closing, Seller shall and shall cause the Business to, except with Buyer's prior written consent: (i) not enter into any new agreements for Program Rights or more than twenty (20) Contracts for the Installation of the Network at any CollegeBank; (iie) (A) air Programming that is grant any option or right to purchase or execute any agreement or otherwise commit to issue any Equity Securities of the same substance and style as is consistent with past practice (it being understood that Seller may not be able to air Programming pursuant to the ESPN Agreement if such agreement is terminated by ESPN Enterprises, Inc. prior to the Closing Date) and (B) not make payments on Program Rights agreements and other agreements except in accordance with this AgreementBank; (iiif) not enter into any new Tradeout Agreement relating to the Business that will not be fully performed prior to the Closing without Buyer's prior written consent; (A) promptly notify Buyer of any attempted or actual collective bargaining organizing activity with respect to any Network Employees and (B) not enter into or permit any Person to enter into any collective bargaining agreement applicable to any Network Employees that provides that it shall be binding upon any "successor" employer of such Network Employees; (v) follow the Business' usual and customary policy with respect to (A) extending credit for sales of commercial time on the Network and (B) collecting accounts receivable relating to the Business arising from such extension of credit; (vi) not make any change in any method of accounting or accounting practice utilized in the preparation of the Financial Statementssell, except for any such change required by reason of a concurrent change in generally accepted accounting principles, which, for the avoidance of doubt, shall not result in any change in GAAP; (vii) not acquire an amount of assets material to the Business, individually or in the aggregate, from any other Person; (viii) not selltransfer, lease, license mortgage, pledge or otherwise dispose of or encumber any asset or property relating to the Business except pursuant to existing contracts or commitments and as provided in Section 5.10(a); PROVIDED that Buyer's consent shall not be unreasonably withheld to the extent such sale, lease, license or other disposition relates to the Excluded Assets and Excluded Liabilities, to the extent the Purchased Assets are not or could not reasonably be expected to be adversely affected thereby and the Assumed Liabilities are not or could not reasonably be expected to be increased thereby; PROVIDED FURTHER that such consent is not required for the sale, lease, license or other disposal of the Atlanta Office Space and Bank’s assets except in the furniture, fixtures and other assets set forth on Schedule 2.01(a)ordinary course of business; (ixg) create, incur, assume or guarantee any indebtedness for money borrowed, or mortgaged, pledged or subjected to any encumbrance, any of its assets or properties, other than (i) borrowings and pledges in the ordinary course of business including, without limitation, borrowings from and pledges to the Federal Home Loan Bank and the Federal Reserve System and the acceptance of deposits, and (ii) the liens, if any, of current Taxes not yet due and payable; (h) make any Tax elections other than in the ordinary course of business consistent with past practice, amend any Tax elections currently in effect, change or consent to any change in its method of accounting for Tax purposes, or enter into or agree to any private letter ruling or similar ruling or agreement involving a Tax matter with the IRS or any other Tax authority or settle any audit proceeding involving a material Tax claim against the Bank; (i) fail to use its best efforts to preserve the Bank’s business, organization and goodwill and its existing relationships with its respective customers; (j) amend the Bank’s Articles of Association or Bylaws; (k) incur any obligation or liability or enter into any agreement to sell, purchase or encumber any parcel transaction except in the ordinary course of real propertythe Bank’s business; (xl) fail to take any action necessary and appropriate to maintain in full force and effect the Bank’s corporate existence, rights, licenses and franchises; (m) pay or commit to pay any salary, fee or hourly compensation at a rate in excess of that prevailing on September 30, 2015 except for any increase in compensation for employees where such increase shall not exceed 5% for any such individual; (n) fail to maintain all existing policies of insurance with respect to the Bank in their present form and with their present coverage or comparable substitute policies; (o) enter into any agreements or transactions on behalf of the Business with any Affiliate of Seller and not make any distributions of any amounts to any Affiliate of Seller or to any investment bankersemployment, attorneys, accountants, consultants or other agents or advisors to which any amount is owed by or on behalf of Seller or any of its Affiliates; (xi) (A) not hire or terminate any Person; (B) not increase or otherwise change the rate or nature of, or prepay, the compensation (including wages, salaries, commissions and bonuses) that is paid or payable to any Person employed by the Business, except pursuant to existing compensation and fringe benefit plans, practices and arrangements that have been furnished (in the case of such plans) or disclosed (in the case of such practices and arrangements) to Buyer prior to the date of this Agreement; (C) not enter into, renew or allow the renewal of or entering into, any employment or consulting agreement agency or other contract or arrangement agreement with respect to the performance of personal services for the Business; and (D) which is not increase or otherwise change the rate or nature of severance or other termination benefits that are paid or payable to any Person employed terminable by the Business. Bank, without liability, on thirty (xii30) not adopt any Employee Plan days’ or other pension, profit sharing, deferred compensation or similar plan, program or trust on behalf of the Network Employees or modify the existing Plans insofar as they relate to the Network Employeesless notice; (xiiip) not pay or commit to pay any bonus or other incentive compensation to any of its officers, directors or employees except as disclosed on Schedule 11.1(p) of the Disclosure Schedule; (q) sell any portion or all of the Bank’s loan or investment portfolios or invest any of the Bank’s assets in any marketable securities, other than in compliance with the Bank’s investment policy; (r) make any capital expenditureexpenditures or commitment for capital expenditures in the aggregate for the Bank in excess of $50,000.00 other than written commitments or obligations in existence as of the date of this Agreement and disclosed on Schedule 11.1(r) of the Disclosure Schedule; (xivs) except as set forth commit to make a loan or grant an extension of credit to any borrower (including any renewals of existing loans or additional advances on Schedule 5.01(b)(xivloans to existing borrowers of the Bank) or Schedule 2.11(b), in excess of $100,000.00 which does not make any cash expenditure greater than $3,000 without Buyer's prior written consentcomply with the Bank’s loan policy; (xvt) utilize except pursuant to contracts to lend money in effect on the Deposit only in accordance with the provisions of Section 2.11 date of this Agreement, make, renew or agree to make or renew, any loan or advance on any existing loan if such loan is classified by the Bank as substandard or worse; provided, however, that the Bank may make such loan in the event that (i) the Bank has delivered to Buyer or its designated representative a notice of its intention to make such loan and such information as Buyer or its designated representative shall reasonably require in respect thereof, and (ii) the Buyer or its designated representative shall not have objected to such loan by giving written or facsimile notice of such objection within two (2) Business Days following delivery to the Buyer or its designated representative of the notice of intention and information as aforesaid; (xviu) make loans to Insiders that do not do any of comply with the things that would constitute a breach of Section 3.15(b)Bank’s loan policy; (xviiv) (A) not repurchase or enter into any agreement to repurchase all or Contract any portion of any loan previously participated to any other financial institution; (w) originate any loan which is thereafter participated to another financial institution providing for payment on any basis other than pro rata; (x) release or agree to release any collateral securing any loan except as set forth hereinin the ordinary course of business of the Bank; or (y) and (B) enter into or amend any other contract or agreement, not changealready described or addressed in this Section 11.1, amendinvolving an aggregate obligation by the Bank of more than $25,000.00, terminate other than contracts entered into in respect of deposit or credit agreements or otherwise modify any Contract in any material respect except for those Contracts either that terminate or expire prior to the Effective Time by their own terms or that are Excluded Assets, to the extent the Purchased Assets are not or could not reasonably be expected to be adversely affected thereby and the Assumed Liabilities are not or could not reasonably be expected to be increased thereby; and (xviii) except as set forth on Schedule 5.01(b)(xviii), not agree, commit or arrange to do any ordinary course of business of the things set forth in clauses (b)(ii)(B), (iii), (iv)(B) or (vi) through (xvii) of this Section 5.01(b);Bank.

Operations Pending Closing. 41 (a) Seller hereby covenants and agrees that, from and after the date of this Agreement hereof through and prior to the Closing, unless otherwise expressly contemplated by this Agreement, Seller shall: (i) operate the Business in the usual and ordinary course consistent with past practices (other than with respect to the Excluded Assets and Excluded Liabilities, to the extent the Purchased Assets are not or could not reasonably be expected to be adversely affected thereby and the Assumed Liabilities are not or could not reasonably be expected to be increased thereby); (ii) use its reasonable best efforts to preserve substantially intact its business organization, maintain its rights and franchises, retain the services of its principal officers and key employees and maintain its relationships with its principal customers, suppliers and other third Persons with which it has business relations; and (iii) use its reasonable best efforts to maintain and keep its Equipment, properties and other assets in working repair and condition as at present, ordinary wear and tear excepted, and replace with a substantially equivalent asset of substantially equivalent quality or utility any of the Equipment, properties and other assets that shall be worn out, lost, stolen or destroyed. (b) Without limiting the generality of the matters set forth in Section 5.01(a), from the date of this Agreement and prior to including the Closing, Seller shall observe and shall cause abide by the Business to, except with Buyer's prior written consentfollowing: (ia) not From and after the Effective Date, Seller shall not, without first obtaining the written consent of Purchaser enter into any new or modify any existing leases or agreements for Program Rights or more than twenty (20) Contracts for the Installation of the Network at any College; (ii) (A) air Programming that is of the same substance and style as is consistent with past practice (it being understood that Seller may not be able to air Programming pursuant to the ESPN Agreement if such agreement is terminated by ESPN Enterprises, Inc. prior to the Closing Date) and (B) not make payments on Program Rights agreements and other agreements except in accordance with this Agreement; (iii) not enter into any new Tradeout Agreement relating to the Business that will not be fully performed prior to the Closing without Buyer's prior written consent; (A) promptly notify Buyer of any attempted or actual collective bargaining organizing activity with respect to the Property or any Network Employees and (B) not enter into or permit any Person to enter into any collective bargaining agreement applicable to any Network Employees that provides that it shall be binding upon any "successor" employer of such Network Employees; (v) follow the Business' usual and customary policy with respect to (A) extending credit for sales of commercial time on the Network and (B) collecting accounts receivable relating to the Business arising from such extension of credit; (vi) not make any change in any method of accounting or accounting practice utilized in the preparation of the Financial Statementspart thereof, except for any such change required by reason of a concurrent change in generally accepted accounting principles, which, for the avoidance of doubt, shall not result in any change in GAAP; (vii) not acquire an amount of assets material to the Business, individually or in the aggregate, from any other Person; (viii) not sell, lease, license or otherwise dispose of any asset or property relating to the Business except pursuant to existing contracts or commitments and as provided in Section 5.10(a); PROVIDED that Buyer's which consent shall not be unreasonably withheld withheld, conditioned or delayed prior to the extent such sale, lease, license or other disposition relates to the Excluded Assets and Excluded Liabilities, to the extent the Purchased Assets are not or could not reasonably be expected to be adversely affected thereby and the Assumed Liabilities are not or could not reasonably be expected to be increased thereby; PROVIDED FURTHER that such consent is not required for the sale, lease, license or other disposal expiration of the Atlanta Office Space and the furnitureInspection Period, fixtures and other assets set forth on Schedule 2.01(a)but which consent may be withheld in Purchaser’s sole discretion at any time thereafter; provided, however, Purchaser’s consent will be deemed to have been given if Purchaser fails to respond to a request for consent within five (5) days of receipt thereof; (ixb) not enter into or agree Seller shall, in all material respects, keep and perform all of the obligations to enter into be performed by the landlord under any agreement of the Leases, including, without limitation, any maintenance to sell, purchase or encumber any parcel of real propertybe performed by the landlord under such Leases; (xc) not enter into any agreements or transactions on behalf Seller shall maintain and manage the Property in substantially the same manner as presently managed, subject, however, to all relevant provisions of the Business with any Affiliate of Seller and not make any distributions of any amounts to any Affiliate of Seller or to any investment bankers, attorneys, accountants, consultants or other agents or advisors to which any amount is owed by or on behalf of Seller or any of its Affiliatesthis Contract; (xid) (A) not hire or terminate any Person; (B) not increase or otherwise change the rate or nature of, or prepay, the compensation (including wages, salaries, commissions and bonuses) that is paid or payable to any Person employed by the Business, except pursuant to existing compensation and fringe benefit plans, practices and arrangements that have been furnished (in the case of such plans) or disclosed (in the case of such practices and arrangements) to Buyer prior to the date of this Agreement; (C) not Seller will enter into, renew or allow the renewal of or entering into, any employment or consulting into no agreement or other contract or arrangement with respect to the performance operation or maintenance of personal services for any portion of the Business; Property without Purchaser’s consent, unless same can be terminated prior to Closing without penalty; (e) Subject to proration, Seller will cause to be paid all trade accounts and costs and expenses of operation and maintenance of the Property incurred or attributable to the period prior to the Closing; (Df) Seller will not, without the prior written consent of Purchaser, permit any structural modifications or additions to the Property or any part thereof, except as required pursuant to the Leases; (g) Seller will maintain Seller’s existing insurance coverage with respect to the Property; (h) While this Contract is in effect, Seller will not increase list the Property with any broker, or otherwise change solicit or make or accept any offers to sell all or any part of the rate Property, or nature enter into any contracts or agreements (whether binding or not) regarding any disposition of severance all or any part of the Property; (i) Other than in connection with any tenant build-out required under the Leases, Seller shall not execute any documents, agreements or instruments affecting title to the Property, or otherwise allow or permit the imposition of any liens or other termination benefits that are paid encumbrances which affect title to the Property, without the prior written approval of the Purchaser, which approval shall not be unreasonably withheld, conditioned or payable delayed prior to the expiration of the Inspection Period, but which approval may be withheld in Purchaser’s sole discretion at any Person employed by the Businesstime thereafter; provided, however, Purchaser’s approval will be deemed to have been given if Purchaser fails to respond to a request for approval within five (5) days of receipt thereof. (xiij) not adopt Neither Seller, nor its employees, or agents shall take any Employee Plan intentional action that causes Seller’s representations or other pension, profit sharing, deferred compensation or similar plan, program or trust on behalf of the Network Employees or modify the existing Plans insofar as they relate warranties to the Network Employees; (xiii) not make any capital expenditure; (xiv) except as set forth on Schedule 5.01(b)(xiv) or Schedule 2.11(b), not make any cash expenditure greater than $3,000 without Buyer's prior written consent; (xv) utilize the Deposit only in accordance with the provisions of Section 2.11 of this Agreement; (xvi) not do any of the things that would constitute a breach of Section 3.15(b); (xvii) (A) not enter into any agreement or Contract (except as set forth herein) and (B) not change, amend, terminate or otherwise modify any Contract become untrue in any material respect except for those Contracts either that terminate or expire prior to the Effective Time by their own terms or that are Excluded Assets, causes one or more of Purchaser’s conditions to the extent the Purchased Assets are not or could not reasonably be expected Closing to be adversely affected thereby and the Assumed Liabilities are not or could not reasonably be expected to be increased thereby; and (xviii) except as set forth on Schedule 5.01(b)(xviii), not agree, commit or arrange to do unsatisfied in any of the things set forth in clauses (b)(ii)(B), (iii), (iv)(B) or (vi) through (xvii) of this Section 5.01(b);material respect.

Operations Pending Closing. 41 (a) Seller hereby covenants and agrees that, from the date of this Agreement and prior Subject to the provisions of Section 6.15 regarding control of the Stations, pending the Closing, unless otherwise expressly contemplated by this Agreement, Seller shall: (ia) operate the Business each Station in the usual and ordinary course consistent of business in accordance with past practices (other than with respect to the Excluded Assets and Excluded Liabilities, to the extent the Purchased Assets are not or could not reasonably be expected to be adversely affected thereby and the Assumed Liabilities are not or could not reasonably be expected to be increased thereby)consistently applied; (iib) use its reasonable best efforts to preserve substantially intact its business organization, maintain its rights and franchises, retain operate each Station in accordance with the services of its principal officers and key employees and maintain its relationships with its principal customers, suppliers and other third Persons with which it has business relations; andCommunications Laws; (iiic) use its reasonable best efforts maintain the Equipment currently being used by the Seller to maintain and keep its Equipmentoperate the Stations in good operating condition, properties and other assets in working repair and condition as at present, ordinary wear and tear due to ordinary usage excepted, and replace with a substantially equivalent asset of substantially equivalent quality or utility any of the Equipment, properties and other assets that Equipment which shall be worn out, lost, stolen or destroyed. (b) Without limiting the generality of the matters set forth in Section 5.01(a), from the date of this Agreement and prior to the Closing, Seller shall and shall cause the Business to, except with Buyer's prior written consent: (i) not enter into any new agreements for Program Rights or more than twenty (20) Contracts for the Installation of the Network at any College; (iid) (A) air Programming that is not remove from the Station, sell, assign, lease, transfer, mortgage, pledge, grant any Lien other than Permitted Liens on or otherwise dispose of, any of the same substance and style as is consistent with past practice (it being understood that Seller may not be able to air Programming pursuant to Purchased Assets except for dispositions in the ESPN Agreement if such agreement is terminated by ESPN Enterprises, Inc. prior to the Closing Date) and (B) not make payments on Program Rights agreements and other agreements except ordinary course of business in accordance with this Agreementpast practices consistently applied or unless such Purchased Assets are replaced with an asset of like kind and utility; (iii) not enter into any new Tradeout Agreement relating to the Business that will not be fully performed prior to the Closing without Buyer's prior written consent; (A) promptly notify Buyer of any attempted or actual collective bargaining organizing activity with respect to any Network Employees and (B) not enter into or permit any Person to enter into any collective bargaining agreement applicable to any Network Employees that provides that it shall be binding upon any "successor" employer of such Network Employees; (v) follow the Business' usual and customary policy with respect to (A) extending credit for sales of commercial time on the Network and (B) collecting accounts receivable relating to the Business arising from such extension of credit; (vi) not make any change in any method of accounting or accounting practice utilized in the preparation of the Financial Statements, except for any such change required by reason of a concurrent change in generally accepted accounting principles, which, for the avoidance of doubt, shall not result in any change in GAAP; (vii) not acquire an amount of assets material to the Business, individually or in the aggregate, from any other Person; (viii) not sell, lease, license or otherwise dispose of any asset or property relating to the Business except pursuant to existing contracts or commitments and as provided in Section 5.10(a); PROVIDED that Buyer's consent shall not be unreasonably withheld to the extent such sale, lease, license or other disposition relates to the Excluded Assets and Excluded Liabilities, to the extent the Purchased Assets are not or could not reasonably be expected to be adversely affected thereby and the Assumed Liabilities are not or could not reasonably be expected to be increased thereby; PROVIDED FURTHER that such consent is not required for the sale, lease, license or other disposal of the Atlanta Office Space and the furniture, fixtures and other assets set forth on Schedule 2.01(a); (ix) not enter into or agree to enter into any agreement to sell, purchase or encumber any parcel of real property; (x) not enter into any agreements or transactions on behalf of the Business with any Affiliate of Seller and not make any distributions of any amounts to any Affiliate of Seller or to any investment bankers, attorneys, accountants, consultants or other agents or advisors to which any amount is owed by or on behalf of Seller or any of its Affiliates; (xi) (A) not hire or terminate any Person; (Be) not increase or otherwise change the rate or nature of, or prepay, of the compensation (including wages, salaries, commissions salaries and bonuses) that is or severance paid or payable to any Person employed by the BusinessPerson, except pursuant to existing compensation and fringe benefit plans, practices and arrangements that which have been furnished (in the case of such plans) or disclosed (in the case of such practices to Buyer, other than annual performance based increases which shall not exceed 5% per annum, and arrangements) to Buyer prior to the date of this Agreement; (C) not enter into, renew or allow the renewal of or entering intoof, any employment or consulting agreement or other contract or arrangement with respect to the performance of personal services services; (f) except with Buyer’s prior written consent, not enter into, or become obligated under, any agreement or commitment affecting any Station or its operations including any Program Rights agreement except for commitments for advertising time on any Station at then prevailing rates and entered into in the Businessordinary course of the operation of its business, or change, amend, terminate or otherwise modify in any material respect any Contract, Lease, agreement or commitment except for those which terminate or expire by their own terms; provided, however, that Seller will not enter into any agreements for Program Rights or any agreements with affiliates of Seller without Buyer’s prior written consent; provided, further, that Seller will not enter into any agreements for or otherwise obligate any Station to commence any Incentive Program without Buyer’s prior written consent; and provided, further, that Seller shall continue to make such expenditures and commitments as is consistent with past practices of the Stations; (Dg) maintain in full force and effect policies of liability and casualty insurance of the same type, character and coverage as the policies currently carried with respect to the business, operations and assets of each Station; (h) not increase enter into any Tradeout Agreement relating to any Station which creates an obligation or liability of Seller of more than $5,000 individually or which is not in the Seller’s ordinary course of business, without the prior written consent of Buyer; (i) furnish to Buyer true and complete copies of all Tradeout Agreements disclosed to Buyer pursuant to Section 6.4(h) above; (j) not enter into any agreement providing for a delayed or deferred payment that Buyer would be obligated to pay after the Closing Date; (k) stay current on all of its payment obligations under the Contracts and Leases that are part of the Assumed Liabilities; (l) proceed with all reasonable diligence to satisfy its obligations pursuant to Tradeout Agreements in the ordinary course of each Station’s business; (m) utilize the programming of each Station only in the ordinary course of business and not sell or otherwise change dispose of any such programming; and make all payments on programming and agreements on a current basis; (n) make reasonable efforts to endeavor to protect the rate or nature service areas of severance or other termination benefits that are paid or payable to any Person employed the Stations, as currently authorized by the Business.FCC, from interference from other stations, existing or proposed, to the extent such interference is prohibited by the Communications Laws, and promptly give Buyer notice of any such interference; (xiio) not adopt adopt, or commit to adopt, any Employee Plan or other pension, profit sharing, deferred compensation or similar plan, program or trust on behalf of the Network Employees personnel of any Station, other than any such plan, program or modify the existing Plans insofar as they relate to the Network Employeestrust currently maintained by Seller; (xiiip) subject to any legal obligations to bargain in good faith, and except as may otherwise be required by law, not make voluntarily agree to enter into any capital expenditurecollective bargaining agreement applicable to any employees of any Station or recognize any union as the bargaining representative of any such employees of the Station; and promptly notify Buyer upon acquiring Knowledge of any organizing activity with respect to any employees of any Station; (xivq) except as set forth follow Seller’s usual and customary policy with respect to extending credit for sales of broadcast time on Schedule 5.01(b)(xiv) or Schedule 2.11(b), not make any cash expenditure greater than $3,000 without Buyer's prior written consentStation and with respect to collecting Receivables arising from such extension of credit; (xvr) utilize the Deposit only make reasonable commercial efforts to promote and advertise each Station and its programs and make expenditures therefor in accordance with past practices consistently applied; (s) make reasonable efforts to endeavor to renew or extend the provisions Licenses with the FCC in an expeditious manner; (t) (i) maintain in effect the Licenses that are required to carry on the business of Section 2.11 the Stations, and (ii) timely file with the FCC all required reports and pay any required annual regulatory fees for the operation of the Stations; (u) not apply to the FCC for any license, construction permit, authorization (including any special temporary authorization) or modification of license that would materially restrict any Station’s operation, or make any material change in any Station’s buildings, leasehold improvements or fixtures; (v) not downgrade, or enter into any agreement or otherwise obligate any Station to downgrade, its broadcast transmission signal of any Station; (w) not offer any Station or any Purchased Asset for sale, entertain an offer to purchase the Purchased Assets or equity interests of Seller, enter into any negotiations with any Person other than Buyer for the assignment and transfer of the Purchased Assets or the equity interests of Seller, give an option to any other Person to acquire any of the Purchased Assets or equity interests of Seller or enter into any agreement or understanding, whether oral or written, that would prevent the consummation of the transactions contemplated hereby; (x) not by any act or omission of Seller or of its owners, stockholders, directors, officers, employees or agents, surrender, modify adversely, forfeit or fail to seek timely renewal of any License or cause the FCC to institute any proceedings for revocation, suspension or modification of any License, or fail to prosecute with due diligence, or participate in the prosecution of, the Assignment Application, renewal application or any other pending application, including all amendments thereto as necessitated by the rules of the FCC or as requested by the FCC’s staff; (y) not from the time of execution of this Agreement through the ninetieth (90th) day after the Closing Date, commence a voluntary case under any provision of any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or take any action to assist in or consent to the entry of an order for relief in an involuntary case under any such law or consent to the appointment of or taking possession by a receiver, or trustee or other custodian for all or a substantial part of its property; (z) not take or agree to take any action inconsistent with consummation of the Closing as contemplated by this Agreement; nor take any other actions with respect to the Stations except as specifically contemplated by this Agreement; (xviaa) not do any correct within a reasonable period of the things that would constitute a breach of Section 3.15(b); time (xvii) (A) not enter into any agreement or Contract (except as set forth herein) and (B) not change, amend, terminate or otherwise modify any Contract but in any material respect except for those Contracts either that terminate or expire event prior to the Effective Time by their own terms or Closing) any Station that are Excluded Assets, to is operating below its authorized effective radiated power level as specified in the extent the Purchased Assets are not or could not reasonably be expected to be adversely affected thereby and the Assumed Liabilities are not or could not reasonably be expected to be increased therebyFCC Licenses; and (xviiibb) except as set forth on Schedule 5.01(b)(xviii), not agree, commit agree to or arrange to do authorize any of the things set forth in clauses (b)(ii)(B), (iii), (iv)(B) or (vi) through (xvii) of this Section 5.01(b);foregoing.

Operations Pending Closing. 41From the date hereof until the Closing Date (and, in the limited instance stated in Section 7.06(d), after the Closing Date), Sellers shall: (a) Seller hereby covenants continue to operate and agrees thatmaintain the Centers in a good state of repair and in accordance with good business practices; (b) neither cancel, from accept the date surrender of, amend or renew any Leases, nor enter into any new leases or other contracts with respect to any Center which would extend beyond the Closing Date, without obtaining the prior written consent of Purchaser in each instance; provided, however, that neither the foregoing nor any other provision of this Agreement shall preclude a Seller from taking any of the aforesaid action which (i) is in the ordinary course of business or (ii) is necessary or reasonably appropriate to maintain, preserve or protect a Center but the Seller taking any such action shall give prompt notice to Purchaser of the taking thereof; and provided further, however, that a Seller shall be entitled to enter into, extend or otherwise amend any lease or other contract or commitment which a Seller, reasonably and in good faith, shall determine to be in the best interest of a Center and, if Purchaser shall have failed or elected not to grant its consent thereto, Purchaser's sole recourse shall be to terminate this Agreement and receive a return of the Good Faith Deposit; (c) afford Purchaser and its representatives, agents and contractors the continuing right to inspect (i) each Center, at reasonable hours and at their sole risk and expense, subject to the rights of Center tenants as to their leased space, and (ii) any and all books, records, lease files, contracts and other documents or data in Sellers' possession pertaining to the ownership, operation or condition of each Center; (d) pay (i) all Operating Expenses as same become due for the period up to the Closing Date, or which are incurred prior to the Closing, unless otherwise expressly contemplated by this Agreement, Seller shall: (i) operate the Business in the usual and ordinary course consistent with past practices (other than with respect to the Excluded Assets and Excluded Liabilities, to the extent the Purchased Assets Closing Date but are not or could not reasonably be expected to be adversely affected thereby due until after the Closing Date, and the Assumed Liabilities are not or could not reasonably be expected to be increased thereby); (ii) use its reasonable best efforts all valid bills rendered by contractors, laborers and materialmen performing work upon or furnishing materials to preserve substantially intact its business organizationany Center at the request of a Seller prior to the Closing Date even if such bills are not rendered until after the Closing Date; provided, maintain its rights and franchiseshowever, retain that all commitments to install tenant improvements which have been committed to by Seller after the services date hereof, whether same are to be installed before or after the Closing Date, shall be the responsibility of its principal officers and key employees and maintain its relationships with its principal customers, suppliers and other third Persons with which it has business relationsPurchaser; and (iiie) use its reasonable best efforts to maintain and keep its Equipment, properties and other assets in working repair and condition as at present, ordinary wear and tear excepted, and replace with a substantially equivalent asset of substantially equivalent quality or utility any of the Equipment, properties and other assets that shall be worn out, lost, stolen or destroyed. (b) Without limiting the generality of the matters set forth in Section 5.01(a), from the date of this Agreement and prior to the Closing, Seller shall and shall cause the Business to, except with Buyer's prior written consent: (i) not enter into any new agreements for Program Rights or more than twenty (20) Contracts for the Installation of the Network at any College; (ii) (A) air Programming that is of the same substance and style as is consistent with past practice (it being understood that Seller may not be able to air Programming pursuant to the ESPN Agreement if such agreement is terminated by ESPN Enterprises, Inc. prior to the Closing Date) and (B) not make payments on Program Rights agreements and other agreements except in accordance with this Agreement; (iii) not enter into any new Tradeout Agreement relating to the Business that will not be fully performed prior to the Closing without Buyer's prior written consent; (A) promptly notify Buyer of any attempted or actual collective bargaining organizing activity with respect to any Network Employees and (B) not enter into or permit any Person to enter into any collective bargaining agreement applicable to any Network Employees that provides that it shall be binding upon any "successor" employer of such Network Employees; (v) follow the Business' usual and customary policy with respect to (A) extending credit for sales of commercial time on the Network and (B) collecting accounts receivable relating to the Business arising from such extension of credit; (vi) not make any change in any method of accounting or accounting practice utilized in the preparation of the Financial Statements, except for any such change required by reason of a concurrent change in generally accepted accounting principles, which, for the avoidance of doubt, shall not result in any change in GAAP; (vii) not acquire an amount of assets material to the Business, individually or in the aggregate, from any other Person; (viii) not sell, lease, license or otherwise dispose of any asset or property relating to the Business except pursuant to existing contracts or commitments and as provided in Section 5.10(a7.06(b); PROVIDED that Buyer's consent shall , not be unreasonably withheld to the extent such salecreate, lease, license or other disposition relates to the Excluded Assets and Excluded Liabilities, to the extent the Purchased Assets are not or could not reasonably be expected to be adversely affected thereby and the Assumed Liabilities are not or could not reasonably be expected to be increased thereby; PROVIDED FURTHER that such consent is not required for the sale, lease, license or other disposal of the Atlanta Office Space and the furniture, fixtures and other assets set forth on Schedule 2.01(a); (ix) not enter into or agree to enter into any agreement contract to sell, purchase or encumber any parcel of real property; (x) not enter into any agreements or transactions on behalf of the Business with any Affiliate of Seller and not make any distributions of any amounts to any Affiliate of Seller or to any investment bankers, attorneys, accountants, consultants or other agents or advisors to which any amount is owed by or on behalf of Seller or any of its Affiliates; (xi) (A) not hire or terminate any Person; (B) not increase or otherwise change the rate or nature of, or prepay, the compensation (including wages, salaries, commissions and bonuses) that is paid or payable to any Person employed by the Business, except pursuant to existing compensation and fringe benefit plans, practices and arrangements that have been furnished (in the case of such plans) or disclosed (in the case of such practices and arrangements) to Buyer prior to the date of this Agreement; (C) not enter into, renew or allow the renewal of or entering intocreate, any employment or consulting agreement or other contract or arrangement with respect to Title Exceptions, without the performance of personal services for the Business; and (D) not increase or otherwise change the rate or nature of severance or other termination benefits that are paid or payable to any Person employed by the Business. (xii) not adopt any Employee Plan or other pension, profit sharing, deferred compensation or similar plan, program or trust on behalf of the Network Employees or modify the existing Plans insofar as they relate to the Network Employees; (xiii) not make any capital expenditure; (xiv) except as set forth on Schedule 5.01(b)(xiv) or Schedule 2.11(b), not make any cash expenditure greater than $3,000 without Buyer's prior written consent; (xv) utilize the Deposit only consent of Purchaser in accordance with the provisions of Section 2.11 of this Agreement; (xvi) not do any of the things that would constitute a breach of Section 3.15(b); (xvii) (A) not enter into any agreement or Contract (except as set forth herein) and (B) not change, amend, terminate or otherwise modify any Contract in any material respect except for those Contracts either that terminate or expire prior to the Effective Time by their own terms or that are Excluded Assets, to the extent the Purchased Assets are not or could not reasonably be expected to be adversely affected thereby and the Assumed Liabilities are not or could not reasonably be expected to be increased thereby; and (xviii) except as set forth on Schedule 5.01(b)(xviii), not agree, commit or arrange to do any of the things set forth in clauses (b)(ii)(B), (iii), (iv)(B) or (vi) through (xvii) of this Section 5.01(b);each instance.