Operations Pending Closing. Between the date hereof and the Closing, except as (a) set forth in this Agreement, (b) contemplated by the applicable subsection of Schedule 5.01, or (c) required by applicable Law or the regulations or requirements of any regulatory organization applicable to the Seller or the LIN Companies, as the case may be, unless Buyer otherwise consents in writing which request for consent shall be directed to and promptly considered in accordance with the terms and conditions of this Section 5.01 by Buyer and which consent shall (i) not be unreasonably withheld, conditioned or delayed in the case of clauses (c), (e), (f), (g), (h), (i), (l), (n), (r), (s), (t), (u) or (w), and (ii) which may otherwise be withheld in Buyer’s sole discretion, the Lin Companies shall, and Seller shall use commercially reasonable efforts to cause the LIN Companies, prior to the Merger Closing, to and Seller shall, following the Merger Closing and prior to the Closing: (a) operate the Stations in the ordinary course and in all material respects in accordance with the Communications Laws, the FCC Licenses and with all other applicable Laws; (b) not cause or permit, or agree or commit to cause or permit, by act or failure to act, any of the FCC Licenses to expire or to be revoked, suspended or adversely modified, or take or fail to take any action that would cause the FCC or any other Governmental Authority to institute proceedings (other than proceedings of general applicability) for the suspension, revocation or adverse modification of any of the FCC Licenses listed on Schedule 3.04(a); (c) other than in the ordinary course of business or for the purpose of disposing of obsolete or worthless assets, not (i) sell, lease, license or dispose of or agree to sell, lease, license or dispose of any material assets unless replaced with similar items of substantially equal or greater value and utility or (ii) create, assume or permit to exist any Liens upon their assets, except for Permitted Liens; (d) not dissolve, liquidate, merge or consolidate with any other entity; (e) maintain, repair and replace the Tangible Personal Property, including any Tangible Personal Property which has been damaged prior to Closing, and maintain, repair and replace the Real Property, including any improvements thereon, which has been damaged prior to Closing, in each case in the ordinary course of business; (i) upon reasonable written advance notice, give Buyer and its representatives reasonable access at reasonable, mutually agreed-upon times during normal business hours to the Stations, and furnish Buyer with information relating to the Business that Buyer may reasonably request, provided, however, that such access rights shall not be exercised in a manner that interferes with the Business and (ii) otherwise provide such reasonable assistance and cooperation as may be requested by Buyer from time to time prior to the Closing Date to reasonably facilitate the transition of the Business, including facilities, operations and applicable data, to Buyer upon and effective as of the Effective Time; (g) except as otherwise required by Law, not enter into, renew or renegotiate any employment agreement with a Transferred Employee providing for annual compensation in excess of $100,000, any severance agreement or any labor, or union agreement or plan, including any Collective Bargaining Agreement, that will be binding upon Buyer after the Closing; (h) not hire or terminate the employment of any Station general manager or any other Transferred Employee with annual aggregate non-equity compensation, including target bonuses, in excess of $100,000, excluding any terminations for “cause” as reasonably determined by Sellers; (i) except in the ordinary course of business, not (i) materially increase the compensation or benefits payable to any Transferred Employee, or (ii) modify any severance policy applicable to any Transferred Employee that would result in any material increase in the amount of severance payable to any such Transferred Employee (or would materially expand the circumstances in which such severance is payable); (j) not sell, lease, license or otherwise dispose of or encumber any Station Asset except (i) pursuant to or in accordance with existing Assumed Contracts or (ii) immaterial Station Assets in the ordinary course of business consistent with past practices; (k) use commercially reasonable efforts to maintain the Stations’ MVPD carriage existing as of the date of this Agreement; (l) except for agreements and contracts which can be terminated by the Seller or LIN Companies, as applicable, without penalty upon notice of ninety (90) days or less, not (i) enter into any agreement or contract that would have been a Material Contract were the Seller or LIN Companies, as applicable, a party or subject thereto on the date of this Agreement unless such agreement or contract (x) is entered into in the ordinary course of business and (y) does not involve payments by the Seller or LIN Companies, as applicable, of greater than $250,000 during any twelve (12) month period, (ii) amend in any material respect any Material Contract unless such amendment (x) is effected in the ordinary course of business, (y) does not increase the amount of payments to be made by the Seller or LIN Companies, as applicable, during any twelve (12) month period by $250,000 or more or (iii) terminate or waive any material right under any Material Contract other than in the ordinary course of business (excluding the expiration of any Material Contract in accordance with its terms) (it being understood that if any such entry into, or amendment or termination of any such agreement or contract is permitted pursuant to this Section 5.1(k) as a result of the references to acts taken in the ordinary course of business, but such action would otherwise be prohibited by any other provision of this Section 5.1, then this Section 5.1(k) shall not be interpreted to permit such action without the prior written consent of Buyer as contemplated hereby); (m) not enter into any Contract constituting a Sharing Agreement with respect to the Stations; (n) not change any accounting practices, procedures or methods (except for any change required under GAAP or applicable law) or maintain its books and records, in each case in a manner other than in the ordinary course of business; (o) not make or agree or commit to make any capital expenditure, except (i) for capital expenditures equal to or less than $200,000 in connection with any particular project or equal to or less than $500,000 in the aggregate, and (ii) for emergency commitments or expenditures; (p) maintain its qualifications to hold the FCC Licenses with respect to the Stations and not take any action that will materially impair such FCC Licenses or such qualifications; (q) promote the programming of the Stations (both on-air and using third party media) in the ordinary course of business, taking into account inventory availability; (r) not adopt, enter into or become bound by any new Employee Plan or amend, modify or terminate any Employee Plan, except (i) to comply with applicable Law, (ii) in the ordinary course of business consistent with past practices without any additional post-Closing material liability to the Seller or LIN Companies, as applicable, or (iii) as otherwise contemplated by this Agreement; (s) keep in full force and effect the material insurance policies set forth on Schedule 3.12 (or other insurance policies comparable in amount and scope); (t) not make or rescind any election relating to Taxes, settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, or change any of its methods of reporting income or deductions on its Income Tax Returns, or the classifications of its existing property and assets, in each case, to the extent such action would reasonably be expected to materially and adversely affect Buyer or its Affiliates after the Closing; (u) not (i) enter into or agree or commit to enter into any new Tradeout Agreement relating to the Stations with a value in excess of $40,000, and $200,000 in the aggregate, prior to Closing that will not be fully performed prior to the Closing or (ii) make any guarantee of commercial ratings other than in the ordinary course of business consistent with past practice; (i) utilize the Program Rights only in the ordinary course of business consistent with past practice and (ii) not sell or otherwise dispose of any such Program Rights; (w) not extend credit to advertisers other than in the ordinary course of business consistent with past practice; (x) timely make retransmission consent elections with all MVPDs located in or serving the Stations’ Market; (y) not enter into any retransmission consent agreement relating to the Station other than as set forth on Schedule 5.01(y); (z) not enter into any Contract with any Affiliate or Subsidiary of Seller that survives the Closing; and (aa) not agree, commit or resolve to take any actions inconsistent with the foregoing.
Appears in 3 contracts
Sources: Asset Purchase Agreement (LIN Media LLC), Asset Purchase Agreement (Mercury New Holdco, Inc.), Asset Purchase Agreement (Media General Inc)
Operations Pending Closing. Between Except (i) as contemplated or required by this Agreement or the date hereof and the ClosingLMA, except (ii) as (a) set forth in this Agreementon Disclosure Schedule Section 5.01, (biii) contemplated by the applicable subsection of Schedule 5.01, or (c) as required by applicable Law or the regulations by a Governmental Authority of competent jurisdiction, or requirements of any regulatory organization applicable to the Seller or the LIN Companies, as the case may be, unless Buyer otherwise consents in writing which request for consent shall be directed to and promptly considered in accordance (iv) with the terms and conditions prior written consent of this Section 5.01 by Buyer and Buyer, which consent shall (i) may not be unreasonably withheld, delayed or conditioned or delayed in the case of clauses (c), (e), (f), (g), (h), (i), (l), (no), (r)p) or, as it relates to the foregoing, (s), (t), (u) or (w), and (ii) which may otherwise be withheld in Buyer’s sole discretion, and subject to the Lin Companies provisions of Section 7.04 regarding control of each Station, from and after the date of this Agreement until the Closing, Operating Company and the FCC Licensees shall, and Seller shall use commercially reasonable efforts to cause the LIN Companies, prior subject to the Merger Closing, to LMA and Seller shall, following the Merger Closing and prior to the ClosingSection 2.10 hereof:
(a) operate the Stations Business in the ordinary course and compliance in all material respects in accordance with the Communications LawsAct, the FCC Licenses Licenses, the FCC rules and with regulations and all other applicable Laws;
(b) not cause or permit, or agree or commit to cause or permit, by act or failure to act, any of the FCC Licenses to expire or to be revoked, suspended or adversely modified, or take or fail to take any action that would cause the FCC or any other Governmental Authority to institute proceedings (other than proceedings of general applicability) for the suspension, revocation or adverse modification of any of the FCC Licenses listed on Disclosure Schedule 3.04(aSection 3.12(a)(1);
(c) other than in the ordinary course of business or for the purpose of disposing of obsolete or worthless assets, not (i) sell, lease, license or dispose of or agree to sell, lease, license or dispose of any material assets unless replaced with similar items of substantially equal or greater value and utility or (ii) create, assume or permit to exist any Liens upon their assets, except for Permitted Liens;
(d) not dissolve, liquidate, merge or consolidate with any other entity;
(e) maintain, repair and replace the Tangible Personal Property, including any Tangible Personal Property which has been damaged prior to Closing, and maintain, repair and replace the Real Property, including any improvements thereon, which has been damaged prior to Closing, in each case in the ordinary course of business;
(i) upon reasonable written advance notice, give Buyer and its representatives reasonable access at reasonable, mutually agreed-upon times during normal business hours to the Stations, and furnish Buyer with information relating to the Business that Buyer may reasonably request, provided, however, that such access rights shall not be exercised in a manner that interferes with the Business and (ii) otherwise provide such reasonable assistance and cooperation as may be requested by Buyer from time to time prior to the Closing Date to reasonably facilitate the transition of the Business, including facilities, operations and applicable data, to Buyer upon and effective as of the Effective Time;
(g) except as otherwise required by Law, not enter into, renew or renegotiate any employment agreement with a Transferred Employee providing for annual compensation in excess of $100,000, any severance agreement or any labor, or union agreement or plan, including any Collective Bargaining Agreement, that will be binding upon Buyer after the Closing;
(h) not hire or terminate the employment of any Station general manager or any other Transferred Employee with annual aggregate non-equity compensation, including target bonuses, in excess of $100,000, excluding any terminations for “cause” as reasonably determined by Sellers;
(i) except in the ordinary course of business, not (i) materially increase the compensation or benefits payable to any Transferred Employee, or (ii) modify any severance policy applicable to any Transferred Employee that would result in any material increase in the amount of severance payable to any such Transferred Employee (or would materially expand the circumstances in which such severance is payable);
(j) not sell, lease, license or otherwise dispose of or encumber any Station Asset assets of the Business except (i) pursuant to or in accordance with existing Assumed Contracts contracts or commitments set forth on Disclosure Schedule Section 3.05(a) or Disclosure Schedule Section 5.01(c) or (ii) immaterial Station Assets assets in the ordinary course of business consistent with past practices;
(kd) except as set forth on Disclosure Schedule Section 5.01(d), operate the Business in the ordinary course consistent with past practices (except where such conduct would conflict with the following covenants or with Seller’s other obligations under this Agreement) and use commercially reasonable efforts to maintain preserve substantially intact the Stations’ MVPD carriage existing as relationships of the date of this AgreementSeller with its respective customers, suppliers, licensors, licensees, distributors and others with whom Seller deals;
(le) not make any change in any method of accounting or accounting practice utilized in the preparation of the Business Unaudited Financial Statements except for agreements any such change required by reason of a concurrent change in GAAP;
(f) maintain the Equipment in normal operating condition in conformity in all material respects with all applicable FCC technical regulations, ordinary wear and contracts which can be terminated by the Seller or LIN Companies, as applicable, without penalty upon notice of ninety tear excepted;
(90g) days or less, not (i) enter into not increase the rate or nature of, or prepay, the compensation (including wages, salaries and bonuses) or severance that is paid or payable to any agreement or contract that would have been a Material Contract were the Seller or LIN CompaniesEmployee, as applicable, a party or subject thereto on the date of this Agreement unless such agreement or contract except (xA) is entered into in the ordinary course of business consistent with past practices or pursuant to existing compensation and fringe benefit plans, Employee Plans, practices and arrangements and (yB) does not involve payments as may be required by the Seller Law or LIN Companies, as applicable, of greater than $250,000 during any twelve (12) month period, existing contracts or applicable collective bargaining agreements; (ii) amend in not enter into, renew or allow the renewal of or entering into, any material employment or consulting agreement or other contract or arrangement with respect any Material Contract unless such amendment (x) to the performance of personal services for a Station that is effected not terminable at will except in the ordinary course of businessbusiness consistent with past practice; and (iii) not agree or commit to do any of the foregoing;
(h) except as set forth on Disclosure Schedule Section 5.01(h), not enter into, or become obligated under, any agreement or commitment except for: (x) any individual Program Rights agreement with a term of one (1) year or less or that involve cash payments or cash receipts of $100,000 or less; provided, however, that in no event may Seller enter into Program Rights agreements that in the aggregate involve cash payments or cash receipts of $300,000 or more; and (y) does any other agreement or commitment (other than advertising sales contracts for cash only) with a term of one (1) year or less or that involve cash payments or cash receipts of $100,000 or less per year; provided, however, that in no event may Seller enter into such other agreements or commitments that in the aggregate involve cash payments or cash receipts of $300,000 or more; and (z) any exercise of a renewal option under a Lease or Real Property Lease that would otherwise terminate or expire, or where the deadline to exercise such renewal option would lapse, within one year of the anticipated date of Closing;
(i) (A) not increase enter into or agree or commit to enter into any new Tradeout Agreement relating to a specific Station with a value in excess of $40,000 per Station, and, $200,000 in the amount of payments aggregate, prior to Closing that will not be made by fully performed prior to the Seller or LIN Companies, as applicable, during any twelve (12) month period by $250,000 or more Closing or (iiiB) terminate or waive make any material right under any Material Contract guarantee of commercial ratings other than in the ordinary course of business consistent with past practice.
(excluding j) utilize the expiration of any Material Contract in accordance with its terms) (it being understood that if any such entry into, or amendment or termination of any such agreement or contract is permitted pursuant to this Section 5.1(k) as a result of the references to acts taken Program Rights only in the ordinary course of business, but business consistent with past practices and (ii) not sell or otherwise dispose of any such action would otherwise be prohibited by any other provision of this Section 5.1, then this Section 5.1(k) shall not be interpreted to permit such action without the prior written consent of Buyer as contemplated hereby)Program Rights;
(mk) not enter into promptly notify Buyer of any Contract constituting a Sharing Agreement attempted or actual collective bargaining organizing activity with respect to the Stationsapplicable Employees;
(nl) not change any accounting practicesexcept as set forth on Disclosure Schedule Section 5.01(l), procedures or methods (except for any change required under GAAP or applicable law) or maintain its books and records, in each case in a manner other than in the ordinary course of business;
(o) not make or agree or commit to make any capital expenditure, except (i) for capital expenditures equal to or less expenditure greater than $200,000 40,000 in connection with any particular project relating to a Station, or equal to or less greater than $500,000 200,000 in total per Station;
(m) keep in full force and effect insurance comparable in amount and scope of coverage to that now maintained;
(n) not enter into any arrangement or Contract with any Subsidiary of Parent that survives the aggregateearlier of the LMA Commencement Date or the Closing;
(o) except as set forth on Disclosure Schedule Section 5.01(o) or as set forth in Section 5.01(h) above, and not enter into or become obligated under any new Contract which would be required to be listed on Disclosure Schedule Section 3.05(a) by virtue of Section 3.05(a) hereof or amend, modify, terminate or waive any material right under any Assumed Contract (ii) for emergency commitments including any Lease, Real Property Lease or expendituresemployment Contract), other than as expressly permitted hereunder;
(p) maintain its qualifications not extend credit to hold advertisers other than in accordance with the FCC Licenses Stations’ usual and customary policy with respect to extending credit for the Stations sale of broadcast time and not take any action that will materially impair such FCC Licenses or such qualificationscollecting Accounts Receivable;
(q) promote the programming of the Stations (both on-air and using third party media) in the ordinary course of business, taking into account inventory availabilitya manner generally consistent with historical practice;
(r) not adopt, enter into or become bound by any new Employee Plan or amend, modify or terminate any Employee Plan, except (i) to comply with applicable Law, (ii) in the ordinary course of business consistent with past practices without any additional post-Closing material liability to the Seller or LIN Companies, as applicable, or (iii) as otherwise contemplated by this Agreement;
(s) keep in full force and effect the material insurance policies set forth on Schedule 3.12 (or other insurance policies comparable in amount and scope);
(t) not make or rescind any election relating to Taxes, settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, or change any of its methods of reporting income or deductions on its Income Tax Returns, or the classifications of its existing property and assets, in each case, to the extent such action would reasonably be expected to materially and adversely affect Buyer or its Affiliates after the Closing;
(u) not (i) enter into or agree or commit to enter into any new Tradeout Agreement relating to the Stations with a value in excess of $40,000, and $200,000 in the aggregate, prior to Closing that will not be fully performed prior to the Closing or (ii) make any guarantee of commercial ratings other than in the ordinary course of business consistent with past practice;
(i) utilize the Program Rights only in the ordinary course of business consistent with past practice and (ii) not sell or otherwise dispose of any such Program Rights;
(w) not extend credit to advertisers other than in the ordinary course of business consistent with past practice;
(x) timely make retransmission consent elections with all MVPDs located in or serving the Stations’ Market;
(y) not enter into any retransmission consent agreement relating to the Station other than as set forth on Schedule 5.01(y);
(z) not enter into any Contract with any Affiliate or Subsidiary of Seller that survives the ClosingMarkets; and
(aas) not agreeagree or commit, commit whether in writing or resolve otherwise, to take any of the actions inconsistent with specified in the foregoingforegoing clauses.
Appears in 1 contract
Sources: Asset Purchase Agreement (Sinclair Broadcast Group Inc)
Operations Pending Closing. Between the date hereof and the Closing, except as (a) set forth in this Agreement, (b) contemplated by the applicable subsection of Schedule 5.01, or (c) required by applicable Law or the regulations or requirements of any regulatory organization applicable to the Seller or the LIN Companies▇▇▇▇▇▇▇▇▇▇ Company, as the case may be, unless Buyer otherwise consents in writing which request for consent shall be directed to and promptly considered in accordance with the terms and conditions of this Section 5.01 by the Buyer Principal Liaisons and which consent shall (i) not be unreasonably withheld, conditioned or delayed in the case of clauses (c), (e), (f), (g), (h), (i), (lj), (nk), (rm), (o), (p), (s), (t), (uv), (w) or (wy), and (ii) which may otherwise be withheld in Buyer’s sole discretion, the Lin Companies shall, and Seller shall use commercially reasonable efforts to cause the LIN Companies▇▇▇▇▇▇▇▇▇▇ Company, prior to the Merger ▇▇▇▇▇▇▇▇▇▇ Closing, to and Seller shall, following the Merger ▇▇▇▇▇▇▇▇▇▇ Closing and prior to the Closing:
(a) operate the Stations Station in the ordinary course and in all material respects in accordance with the Communications Laws, the FCC Licenses and with all other applicable Laws;
(b) not cause or permit, or agree or commit to cause or permit, by act or failure to act, any of the FCC Licenses to expire or to be revoked, suspended or adversely modified, or take or fail to take any action that would cause the FCC or any other Governmental Authority to institute proceedings (other than proceedings of general applicability) for the suspension, revocation or adverse modification of any of the FCC Licenses listed on Schedule 3.04(a);
(c) other than in the ordinary course of business or for the purpose of disposing of obsolete or worthless assets, not (i) sell, lease, license or dispose of or agree to sell, lease, license or dispose of any material assets unless replaced with similar items of substantially equal or greater value and utility or (ii) create, assume or permit to exist any Liens upon their assets, except for Permitted Liens;
(d) not dissolve, liquidate, merge or consolidate with any other entity;
(e) maintain, repair and replace the Tangible Personal Property, including any Tangible Personal Property which has been damaged prior to Closing, and maintain, repair and replace the Real Property, including any improvements thereon, which has been damaged prior to Closing, in each case in the ordinary course of business;
(f) reserved;
(i) upon reasonable written advance notice, give Buyer and its representatives reasonable access at reasonable, mutually agreed-upon times during normal business hours to the StationsStation, and furnish Buyer with information relating to the Business that Buyer may reasonably request, provided, however, that such access rights shall not be exercised in a manner that interferes with the Business and (ii) otherwise provide such reasonable assistance and cooperation as may be requested by Buyer from time to time prior to the Closing Date to reasonably facilitate the transition of the Business, including facilities, operations and applicable data, to Buyer upon and effective as of the Effective Time;
(gh) except as otherwise required by Law, not enter into, renew or renegotiate any employment agreement with a Transferred Employee providing for annual compensation in excess of $100,000, any severance agreement or any labor, or union agreement or plan, including any Collective Bargaining Agreement, that will be binding upon Buyer after the Closing;
(hi) not hire or terminate the employment of any Station general manager or any other Transferred Employee with annual aggregate non-equity compensation, including target bonuses, in excess of $100,000, excluding any terminations for “cause” as reasonably determined by Sellers;
(ij) except in the ordinary course of businessbusiness or in connection with the ▇▇▇▇▇▇▇▇▇▇ Company’s obligations with respect to Transferred Employees, not (i) materially increase the compensation or benefits payable to any Transferred Employee, or (ii) modify any severance policy applicable to any Transferred Employee that would result in any material increase in the amount of severance payable to any such Transferred Employee (or would materially expand the circumstances in which such severance is payable);
(jk) not sell, lease, license or otherwise dispose of or encumber any Station Asset except (i) pursuant to or in accordance with existing Assumed Contracts or (ii) immaterial Station Assets in the ordinary course of business consistent with past practicesreserved;
(kl) use commercially reasonable efforts to maintain the Stations’ Station’s MVPD carriage existing as of the date of this Agreement;
(lm) except for agreements and contracts which can be terminated by the Seller or LIN Companies▇▇▇▇▇▇▇▇▇▇ Company, as applicable, without penalty upon notice of ninety (90) days or less, not (i) enter into any agreement or contract that would have been a Material Contract were the Seller or LIN Companies▇▇▇▇▇▇▇▇▇▇ Company, as applicable, a party or subject thereto on the date of this Agreement unless such agreement or contract (x) is entered into in the ordinary course of business and (y) does not involve payments by the Seller or LIN Companies▇▇▇▇▇▇▇▇▇▇ Company, as applicable, of greater than $250,000 during any twelve (12) month period, (ii) amend in any material respect any Material Contract unless such amendment (x) is effected in the ordinary course of business, (y) does not increase the amount of payments to be made by the Seller or LIN Companies▇▇▇▇▇▇▇▇▇▇ Company, as applicable, during any twelve (12) month period by $250,000 or more or (iii) terminate or waive any material right under any Material Contract other than in the ordinary course of business (excluding the expiration of any Material Contract in accordance with its terms) (it being understood that if any such entry into, or amendment or termination of any such agreement or contract is permitted pursuant to this Section 5.1(k5.1(m) as a result of the references to acts taken in the ordinary course of business, but such action would otherwise be prohibited by any other provision of this Section 5.1, then this Section 5.1(k5.1(m) shall not be interpreted to permit such action without the prior written consent of Buyer as contemplated hereby);
(mn) not enter into any Contract constituting a Sharing Agreement with respect to the StationsStation;
(no) not change any accounting practices, procedures or methods (except for any change required under GAAP or applicable law) or maintain its books and records, in each case in a manner other than in the ordinary course of business;
(op) not make or agree or commit to make any capital expenditure, except (i) for capital expenditures equal to or less than $200,000 in connection with any particular project or equal to or less than $500,000 in the aggregate, and (ii) for emergency commitments or expendituresreserved;
(pq) maintain its qualifications to hold maintain the FCC Licenses with respect to the Stations Station and not take any action that will materially impair such FCC Licenses or such qualifications;
(qr) promote the programming of the Stations Station (both on-air and using third party media) in the ordinary course of business, taking into account inventory availability;
(rs) not adopt, enter into or become bound by any new Employee Plan or amend, modify or terminate any Employee Plan, except (i) to comply with applicable Law, (ii) in the ordinary course of business consistent with past practices without any additional post-Closing material liability to the Seller or LIN Companies▇▇▇▇▇▇▇▇▇▇ Company, as applicable, or (iii) as otherwise contemplated by this Agreement;
(st) keep in full force and effect the material insurance policies set forth on Schedule 3.12 (or other insurance policies comparable in amount and scope);
(tu) reserved;
(v) not make or rescind any election relating to Taxes, settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, for any taxable period ending on or after September 30, 2012, or change any of its methods of reporting income or deductions on its Income Tax Returns, or the classifications of its existing property and assets, in each case, to the extent such action would reasonably be expected to materially and adversely affect Buyer or its Affiliates after the Closing;
(uw) not (i) enter into or agree or commit to enter into any new Tradeout Agreement relating to the Stations Station with a value in excess of $40,000, and and, $200,000 in the aggregate, prior to Closing that will not be fully performed prior to the Closing or (ii) make any guarantee of commercial ratings other than in the ordinary course of business consistent with past practice;.
(i) utilize the Program Rights only in the ordinary course of business consistent with past practice and (ii) not sell or otherwise dispose of any such Program Rights;
(wy) not extend credit to advertisers other than in the ordinary course of business consistent with past practice;
(xz) timely make retransmission consent elections with all MVPDs located in or serving the Stations’ Market;
(y) not enter into any retransmission consent agreement relating to the Station other than as set forth on Schedule 5.01(y);
(z) not enter into any Contract with any Affiliate or Subsidiary of Seller that survives the ClosingStation’s Markets; and
(aa) not agree, commit or resolve to take any actions inconsistent with the foregoing.
Appears in 1 contract