Common use of Operations Prior to Closing Clause in Contracts

Operations Prior to Closing. Between the date of this Agreement and the Closing Date: (a) Seller shall operate the Stations in the normal and usual manner, consistent with Seller's past practice and the rules, regulations, and policies of the Commission, and shall conduct the Stations' business only in the ordinary course. To the extent consistent with such operations, Seller shall use its best efforts to: (i) maintain the present character and entertainment format of the Stations and the quality of their programs; (ii) keep available for Buyer the services and number of the Stations' present employees reasonably necessary for the operation of the Stations; (iii) preserve the Stations' present customers and business relations; (iv) continue to make expenditures and engage in activities designed to promote the Stations; and (v) continue making capital expenditures, in the case of both (iv) and (v) of this Section 9.11(a), consistent with past practices of the Stations. (b) Seller shall: (i) subject to Section 14.3, maintain the Assets in their present condition (reasonable wear and tear in normal use excepted); and (ii) maintain all inventories of supplies, tubes, and spare parts at levels consistent with the Stations' prior practices. (c) Seller shall maintain its books and records in the usual and ordinary manner, on a basis consistent with prior periods. (d) Seller shall comply with all laws, rules, ordinances and regulations applicable to it, to the Assets and to the business and operation of the Stations. (e) Seller shall perform all Contracts without default and shall pay all of Seller's trade accounts payable in a timely manner; provided, however, that Seller may dispute, in good faith, any alleged obligation of Seller. (f) Seller shall not, without the express written consent of Buyer which shall not be unreasonably withheld, and which shall be deemed given in the event Buyer has not responded to a written request therefor within ten (10) days: (i) sell or agree to sell or otherwise dispose of any of the Assets (A) other than in the ordinary course of business, and (B) unless such Assets are replaced prior to Closing by assets of equal or greater worth, quality and utility; (ii) acquiesce in any infringement, unauthorized use or impairment of the Intangible Property or change the Stations' call signs; (iii) enter into any employment contract on behalf of the Stations unless the same is terminable at will and without penalty; or (iv) enter into any other contract, lease or agreement that will be binding on Buyer after Closing unless Seller has entered into such contract, lease or agreement in the ordinary course of business and consistent with past practice and such contract, lease or agreement does not, in the aggregate, impose obligations in excess of Ten Thousand Dollars ($10,000).

Operations Prior to Closing. Between the date of this --------------------------- Agreement and the Closing Date: (a) Seller shall operate the Stations in the normal and usual manner, consistent with Seller's past practice and the rules, regulations, and policies of the Commission, and shall conduct the Stations' business only in the ordinary course. To the extent consistent with such operations, Seller shall use its best efforts to: (i) maintain the present character and entertainment format of the Stations and the quality of their programs; (ii) keep available for Buyer the services and number of the Stations' each Station's present employees reasonably necessary for the operation of the Stations; (iii) preserve the Stations' each Station's present customers and business relations; (iv) continue to make expenditures and engage in activities designed to promote the Stations; and (v) continue making capital expenditures, in the case of both (iv) and (v) of this Section 9.11(a8.12(a), all consistent with past practices of the Stations. (b) Seller shall: (i) subject to Section 14.313.2, maintain the Assets in their present condition (reasonable wear and tear in normal use excepted); and (ii) maintain all inventories of supplies, tubes, and spare parts at levels consistent with the Stations' each Station's prior practices. (c) Seller shall maintain its books and records in the usual and ordinary manner, on a basis consistent with prior periods. (d) Seller shall comply with all laws, rules, ordinances and regulations applicable to it, to the Assets and to the business and operation of the Stations. (e) Seller shall perform all Contracts without default and shall pay all of Seller's trade accounts payable in a timely manner; provided, however, that Seller may dispute, in good faith, any alleged obligation of Seller. (f) Seller shall not, without the express written consent of Buyer which shall not be unreasonably withheld, and which shall be deemed given in the event Buyer has not responded to a written request therefor within ten (10) days: (i) sell or agree to sell or otherwise dispose of any of the Assets (A) other than in the ordinary course of business, and (B) unless such Assets are replaced prior to Closing by assets of equal or greater worth, quality and utility; (ii) acquiesce in any infringement, unauthorized use or impairment of the Intangible Property or change the Stations' call signs; (iii) enter into any employment contract on behalf of the Stations unless the same is terminable at will and without penalty; or (iv) enter into any other contract, lease or agreement that will be binding on Buyer after Closing unless Seller has entered into such contract, lease or agreement in the ordinary course of business and consistent with past practice and such contract, lease or agreement does not, in the aggregate, impose obligations in excess of Ten Thousand Dollars ($10,000), provided, however, that the limitation in this clause (iv) shall not apply to time sales agreements entered into by Seller in the ordinary course of business, consistent with past practice and in exchange for cash but only if such time sales agreements provide for termination upon sixty (60) days notice by Seller (or by any party to which Seller assigns such agreement) without financial penalty.

Operations Prior to Closing. Between the date of this Agreement and the Closing Date: (a) Seller shall operate the Stations in the normal and usual manner, consistent with Seller's past practice and the rules, regulations, and policies of the Commission, and shall conduct the Stations' business only in the ordinary course. To the extent consistent with such operations, Seller shall use its best efforts to: Except (i) maintain the present character and entertainment format of the Stations and the quality of their programs; as expressly contemplated or permitted by this Agreement, (ii) keep available for Buyer the services and number as set forth in Part 5.2(a) of the Stations' present employees reasonably necessary for the operation Company Disclosure Schedule or Part 5.2(a) of the Stations; Parent Disclosure Schedule, (iii) preserve the Stations' present customers and business relations; as required by applicable Legal Requirements, or (iv) continue as approved in advance by the other party in writing, at all times during the Pre-Closing Period, each of the Company and Parent shall, and each of them shall cause its Subsidiaries to make expenditures (w) carry on its respective business in the usual, regular and engage ordinary course in activities designed substantially the same manner as heretofore conducted and in compliance with all applicable Legal Requirements, (x) pay its debts and Taxes when due, in each case subject to promote the Stations; good faith disputes over such debts or Taxes, (y) pay or perform all material obligations when due, and (vz) continue making capital expenditures, in the case of both (iv) and (v) of this Section 9.11(a)use reasonable best efforts, consistent with past practices and policies, to (A) preserve intact its present business organization, (B) keep available the services of the Stationsits present officers and employees and (C) preserve its relationships with customers, suppliers, distributors, licensors, licensees and other parties with which it has significant business dealings. (b) Seller shall: Except (iA) subject to Section 14.3as expressly contemplated or permitted by this Agreement, maintain (B) as set forth in Part 5.2(b) of the Assets in their present condition Company Disclosure Schedule or Part 5.2(b) of the Parent Disclosure Schedule, as the case may be, (reasonable wear and tear in normal use excepted); and (iiC) maintain all inventories of supplies, tubes, and spare parts at levels consistent with the Stations' prior practices. (c) Seller shall maintain its books and records in the usual and ordinary manner, on a basis consistent with prior periods. (d) Seller shall comply with all laws, rules, ordinances and regulations applicable to it, to the Assets and to the business and operation of the Stations. (e) Seller shall perform all Contracts without default and shall pay all of Seller's trade accounts payable in a timely manner; provided, however, that Seller may dispute, in good faith, any alleged obligation of Seller. (f) Seller shall not, without the express written consent of Buyer Parent or the Company, as the case may be, which shall not be unreasonably withheld, and which delayed or conditioned, or (D) in connection with the Debt Restructuring, at all times during the Pre-Closing Period, neither the Company nor Parent shall, nor shall be deemed given in either of them cause or permit any of their respective Subsidiaries to, do any of the event Buyer has not responded to a written request therefor within ten (10) days: following: (i) propose to adopt any amendments to or amend its certificate of incorporation or bylaws or comparable organizational documents; (ii) authorize for issuance, issue, sell, deliver or agree or commit to issue, sell or agree deliver (whether through the issuance or granting of options, warrants, other equity-based (whether payable in cash, securities or other property or any combination of the foregoing) commitments, subscriptions, rights to sell purchase or otherwise dispose otherwise) any of its securities or any securities of any of the Assets its Subsidiaries, except for (A) the issuance and sale of shares of common stock pursuant to stock options or restricted stock units outstanding prior to the date hereof, (B) grants of purchase rights under an employee stock purchase or other similar plan, and (C) grants to newly hired employees or refresh grants to current employees of restricted stock units covering or stock options to purchase common stock granted in the ordinary course of business consistent with past practice, in the case of stock options, with a per share exercise price that is no less than the then-current market price of a share of common stock; (iii) amend the terms of any of its securities or any securities (including options, warrants and similar rights) of any of its Subsidiaries; provided, however, that nothing in this paragraph (iii) shall prohibit the Company or Parent from dissolving and/or merging into any of its Subsidiaries certain other Subsidiaries that are not material to it and its Subsidiaries, taken as a whole; (iv) incur or guarantee any indebtedness for borrowed money or issue or sell any debt securities or guarantee any debt securities or other obligations of other parties, other than contractual obligations of Subsidiaries in the ordinary course of business, or create an Encumbrance over any of its assets, other than the issuance of performance bonds in the ordinary course of business consistent with past practice; (v) declare, set aside or pay any dividend or other distribution of property in respect of any shares of capital stock, or make any other actual, constructive or deemed distribution of property in respect of the shares of capital stock or effect or commit to any stock repurchase of its capital stock; (vi) propose or adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of it or any of its Subsidiaries (other than the transactions contemplated hereby); provided, however, that nothing in this paragraph (vi) shall prohibit the Company or Parent from dissolving and/or merging into any of its Subsidiaries certain other Subsidiaries that are not material to it and its Subsidiaries, taken as a whole; (vii) forgive any loans of any party, including its employees, officers or directors or any employees, officers or directors of any of its Subsidiaries, or any of its Affiliates; (viii) (A) increase the compensation payable or to become payable to its officers, employees (other than in the ordinary course of business) or consultants (other than in the ordinary course of business), and or (B) unless such Assets are replaced prior to Closing by assets of equal grant any severance or greater worthtermination pay to, quality and utility; (ii) acquiesce in any infringement, unauthorized use or impairment of the Intangible Property or change the Stations' call signs; (iii) enter into any employment contract on behalf of the Stations unless the same is terminable at will and without penalty; severance agreement with any director, officer, consultant or (iv) other employee, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other contractplan, lease agreement, trust, fund, policy or agreement that will be binding on Buyer after Closing unless Seller has entered into arrangement for the benefit of any such contractdirector, lease officer, consultant or agreement employee, other than with respect to the hiring and termination of employees in the ordinary course of business and consistent with past practice practice, except the parties may make any amendments to existing employee benefit plans to the extent necessary to maintain their compliance with applicable Legal Requirements (including any amendments necessary or desirable to comply with Section 409A of the Code so as to avoid the imposition of additional Tax with respect thereto) and such contractthe parties may make grants of equity awards as provided in Section 5.2(b)(ii) above; (ix) acquire, lease sell, lease, license or agreement does notdispose of any property or assets in any single transaction or series of related transactions, except for (i) transactions pursuant to existing Contracts, or (ii) transactions in the aggregateordinary course of business consistent with past practice; (x) except as may be required by applicable Legal Requirements or U.S. GAAP, impose obligations make any change in excess any of Ten Thousand Dollars the accounting principles or practices used by it or its Subsidiaries; (xi) make or change any material Tax election, adopt or change any Tax accounting method, settle or compromise any material Tax liability, or consent to the extension or waiver of the limitations period applicable to a material Tax claim or assessment; (xii) enter into or amend any Material Contract (in the case of the Company) or Parent Material Contract (in the case of Parent), as the case may be, except in the ordinary course of business consistent with past practice; (xiii) sell, assign, transfer, license or sublicense, pledge or otherwise encumber any Company Intellectual Property or Parent Intellectual Property, as applicable (other than non-exclusive licenses or other similar Contracts in the ordinary course of business consistent with past practice); (xiv) acquire (by merger, consolidation or acquisition of stock or assets) any other Person, any equity interest of any Person or substantially all of the assets of any Person; (xv) mortgage, pledge or subject to Encumbrance, any of its assets or properties; (xvi) authorize, incur or commit to incur any new capital expenditure(s) which in the aggregate exceed $10,000)300,000 per quarter; provided, however, that the foregoing shall not limit any maintenance capital expenditures or capital expenditures required pursuant to existing Contracts; (xvii) settle or compromise any pending or threatened Legal Proceeding in a manner which would require the Company and its Subsidiaries or Parent and its Subsidiaries, as applicable, to make an adverse admission, or pay, discharge or satisfy or agree to pay, discharge or satisfy any amount greater than $250,000 in damages; (xviii) initiate any material Legal Proceeding; (xix) except as required by applicable Legal Requirements or U.S. GAAP, revalue in any material respect any of its properties or assets, including writing-off notes or accounts receivable other than in the ordinary course of business consistent with past practice; or (xx) enter into a Contract to do any of the foregoing or knowingly take any action which is reasonably expected to result in any of the conditions to the consummation of the transactions contemplated hereby not being satisfied, or knowingly take any action which would make any of its representations or warranties set forth in this Agreement untrue or incorrect in any material respect, or that would materially impair its ability to consummate the transactions contemplated by this Agreement in accordance with the terms hereof or materially delay such consummation.

Operations Prior to Closing. Between the date of this Agreement and the Closing Date: (a) Seller shall operate the Stations in the normal and usual manner, consistent with Seller's past practice and the rules, regulations, and policies of the Commission, and shall conduct the Stations' business only in the ordinary course. To the extent consistent with such operations, Seller shall use its best commercially reasonable efforts to: (i) maintain the present character and entertainment format of the Stations and the quality of their its programs; (ii) keep available for Buyer the services and number of the Stations' each Station's present employees reasonably necessary for the operation of the Stations; (iii) preserve the Stations' each Station's present customers and business relations; and (iv) continue to make expenditures and engage in activities designed to promote the Stations; and (v) continue making capital expenditures, in the case of both (iv) and (v) of this Section 9.11(a), all consistent with past practices of the Stations, provided that Seller shall not be required to expend any funds or take any action outside the ordinary course of business to comply with this covenant. (b) Seller shall: (i) subject to Section 14.3, maintain the Assets in their present condition (reasonable wear and tear in normal use excepted); and (ii) maintain all inventories of supplies, tubes, and spare parts at levels consistent with the Stations' each Station's prior practices. (c) Seller shall maintain its books and records in the usual and ordinary manner, on a basis consistent with prior periods. (d) Seller shall comply with all laws, rules, ordinances and regulations applicable to it, to the Assets and to the business and operation of the Stations. (e) Seller shall perform all Contracts without default and shall pay all of Seller's trade accounts payable in a timely mannermanner in accordance with past practices of the Stations; provided, however, that Seller may dispute, in good faith, any alleged obligation of Seller. (f) Seller shall not, without the express written consent of Buyer which shall not be unreasonably withheld, and which shall be deemed given in the event Buyer has not responded to a written request therefor within ten (10) days: (i) sell or agree to sell or otherwise dispose of any of the Assets (A) other than in the ordinary course of business, and (B) unless such Assets are replaced prior to Closing by assets of equal or greater worth, quality and utility; (ii) acquiesce in any infringement, unauthorized use or impairment of the Intangible Property or change the Stations' call signs; (iii) enter into any employment contract on behalf of the Stations unless the same is terminable at will and without penalty; or (iv) enter into any other contract, lease or agreement that will be binding on Buyer after Closing unless Seller has entered into such contract, lease or agreement in the ordinary course of business and consistent with past practice and such contract, lease or agreement does not, in the aggregate, impose obligations in excess of Ten Twenty Thousand Dollars ($10,000)20,000) provided, however, that the limitation in this clause (iv) shall not apply to time sales agreements entered into by Seller in the ordinary course of business, consistent with past practice and in exchange for cash but only if such time sales agreements provide for termination upon sixty (60) days notice by Seller (or by any party to which Seller assigns such agreement) without financial penalty.

Operations Prior to Closing. Between the date of this Agreement and the Closing Date: (a) Seller shall operate the Stations Business in the normal and usual manner, consistent with Seller's past practice and the rules, regulations, and policies of the Commissionpractice, and shall conduct the Stations' business Business only in the ordinary course. To the extent consistent with such operations, Seller shall use its best efforts to: (i) maintain the present character and entertainment format of the Stations and the quality of their programs; (ii) keep available for Buyer the services and number of the Stations' Seller's present employees reasonably necessary for the operation of the StationsBusiness; (iiiii) preserve the Stations' Seller's present customers and business relations; (iviii) continue to make expenditures and engage in activities designed to promote the StationsBusiness; (iv) continue making capital expenditures in accordance with the capital expenditure budget for the Business and otherwise consistent with past practices of Seller; and (v) continue making capital expenditures, undertake to collect the accounts receivable in the case of both (iv) accordance with Seller's normal and (v) of this Section 9.11(a), consistent with past practices of the Stationscustomary collection practices. (b) Seller shall: (i) , subject to Section 14.313.6, maintain the Assets in their present condition (reasonable wear and tear in normal use excepted); and (ii) maintain all inventories of supplies, tubes, and spare parts at levels consistent with the Stations' prior practices. (c) Seller shall maintain its books and records in the usual and ordinary manner, on a basis consistent with prior periods. (d) Seller shall comply with all laws, rules, ordinances and regulations applicable to it, to the Assets and to the business and operation of the StationsBusiness. (e) Seller shall perform all Contracts without default and shall pay all of Seller's trade accounts payable in a timely manner; provided, however, that Seller may dispute, in good faith, any alleged obligation of Seller. (f) Seller shall not, without the express written consent of Buyer which shall not be unreasonably withheld, and which shall be deemed given in the event Buyer has not responded to a written request therefor within ten (10) days: (i) sell or agree to sell or otherwise dispose of any of the Assets (A) other than in the ordinary course of business, and (B) unless such Assets are replaced prior to Closing by assets of equal or greater worth, quality quality, and utility; (ii) acquiesce in any infringement, unauthorized use or impairment of the Intangible Property or change the Stations' call signsProperty; (iii) enter into any employment contract on behalf of the Stations unless the same is terminable at will and without penalty; or (iv) enter into any other contract, lease lease, or agreement that will be binding on Buyer after Closing unless Closing. (g) Seller has entered into such contract, lease or agreement in the ordinary course of business and consistent with past practice and such contract, lease or agreement does shall not, in without the aggregateexpress written consent of Buyer, impose obligations in excess which shall not be unreasonably withheld, (i) enter into any new loan agreement, credit facility, line of Ten Thousand Dollars credit, or other credit agreement or arrangement or ($10,000)ii) agree to any modification of the material terms of any existing loan, credit facility, line of credit, or other credit agreement or arrangement, including without limitation the maximum principal amount thereof.

Operations Prior to Closing. Between the date of this Agreement and the Closing Date: (a) Seller shall operate the Stations Station in the normal and usual manner, consistent with Seller's past practice and the rules, regulations, and policies of the Commission, and shall conduct the Stations' Station's business only in the ordinary course. To the extent consistent with such operations, Seller shall use its best efforts to: (i) maintain the present character and entertainment format of the Stations Station and the quality of their its programs; (ii) keep available for Buyer the services and number of the Stations' Station's present employees reasonably necessary for the operation of the StationsStation; (iii) preserve the Stations' Station's present customers and business relations; (iv) continue to make expenditures and engage in activities designed to promote the StationsStation; and (v) continue making capital expenditures, in the case of both (iv) and (v) of this Section 9.11(a8.12(a), consistent with past practices of the StationsStation. (b) Seller shall: (i) subject to Section 14.313.3, maintain the Assets in their present condition (reasonable wear and tear in normal use excepted); and (ii) maintain all inventories of supplies, tubes, and spare parts at levels consistent with the Stations' Station's prior practices. (c) Seller shall maintain its books and records in the usual and ordinary manner, on a basis consistent with prior periods. (d) Seller shall comply with all laws, rules, ordinances and regulations applicable to it, to the Assets and to the business and operation of the StationsStation. (e) Seller shall perform all Contracts without default and shall pay all of Seller's trade accounts payable in a timely manner; provided, however, that Seller may dispute, in good faith, any alleged obligation of Seller. (f) Seller shall not, without the express written consent of Buyer which shall not be unreasonably withheld, and which shall be deemed given in the event Buyer has not responded to a written request therefor within ten (10) days: (i) sell or agree to sell or otherwise dispose of any of the Assets (A) other than in the ordinary course of business, and (B) unless such Assets are replaced prior to Closing by assets of equal or greater worth, quality and utility; (ii) acquiesce in any infringement, unauthorized use or impairment of the Intangible Property or change the Stations' Station's call signs; (iii) enter into any employment contract on behalf of the Stations Station unless the same is terminable at will and without penalty; or (iv) enter into any other contract, lease or agreement that will be binding on Buyer after Closing unless Seller has entered into such contract, lease or agreement in the ordinary course of business and consistent with past practice and such contract, lease or agreement does not, in the aggregate, impose obligations in excess of Ten Twenty Thousand Dollars ($10,00020,000). (g) From the date hereof through the Closing Date, Seller shall allocate and discharge the expenses set forth on Schedule 8.11(g) eighty percent (80%) to the Station and twenty percent (20%) to the operations of Seller other than the Station.