TO THE TERMS OF EMPLOYMENT OF ANY SUCH
EMPLOYEE PURSUANT TO SECTION 5.8 HEREOF) IF THE EMPLOYEE BECOMES EMPLOYED BY
PARENT OR BUYER IN CONNECTION WITH THE TRANSACTION), (VI) ESTABLISH, ADOPT,
ENTER INTO, AMEND OR TERMINATE ANY PLAN, POLICY OR ARRANGEMENT PROVIDING FOR
SEVERANCE OR TERMINATION PAY OR BENEFITS (PROVIDED, THAT THE FOREGOING SHALL NOT
RESTRICT SELLER FROM TAKING ANY SUCH ACTION SO LONG AS PARENT OR BUYER, AS
APPLICABLE, WILL NOT BE BOUND BY ANY SUCH ACTION (INCLUDING AS IT MAY RELATE TO
THE TERMS OF ANY OFFER TO ANY EMPLOYEE PURSUANT TO SECTION 5.8(A) HEREOF) IF ANY
EMPLOYEE COVERED THEREBY BECOMES EMPLOYED BY PARENT OR BUYER IN CONNECTION WITH
THE TRANSACTION), OR (VII) ENGAGE IN ANY HIRING PRACTICES THAT ARE NOT IN THE
ORDINARY COURSE OF BUSINESS;
(K)
NOT MAKE ANY MATERIAL LOANS, ADVANCES OR CAPITAL CONTRIBUTIONS TO,
OR INVESTMENTS IN, ANY OTHER PERSON (OTHER THAN, TO THE EXTENT NOT IN VIOLATION
OF APPLICABLE LAW, CUSTOMARY LOANS OR ADVANCES TO EMPLOYEES IN AMOUNTS NOT
MATERIAL TO THE MAKER OF SUCH LOAN OR ADVANCE AND OTHER THAN TO ANY SUBSIDIARY
OF SELLER IN THE ORDINARY COURSE);
(L)
NOT SETTLE ANY CLAIMS, ACTIONS, ARBITRATIONS, DISPUTES OR OTHER
PROCEEDINGS THAT WOULD RESULT IN SELLER OR ANY OF ITS AFFILIATES BEING ENJOINED
IN ANY RESPECT MATERIAL TO THE TRANSACTION OR ANY SPECIFIED BUSINESS OR THAT
WOULD AFFECT ANY SPECIFIED BUSINESS AFTER THE CLOSING (OTHER THAN IN A DE
MINIMIS MANNER);
(M)
NOT MAKE ANY MATERIAL CHANGE IN ANY METHOD OF ACCOUNTING, KEEPING
OF BOOKS OF ACCOUNT OR ACCOUNTING PRACTICES OR IN ANY MATERIAL METHOD OF TAX
ACCOUNTING OF SELLER OR ANY OF ITS SUBSIDIARIES UNLESS REQUIRED (I) BY A
CONCURRENT CHANGE IN GAAP OR APPLICABLE LAW OR (II) UPON PRIOR WRITTEN NOTICE TO
BUYER, IN ORDER TO COMPLY WITH ANY GAAP REQUIREMENTS OR FASB INTERPRETATIONS OR
IN ORDER TO COMPLY WITH THE VIEW OF SELLER'S INDEPENDENT AUDITORS;
(N)
EXCEPT FOR CAPITAL EXPENDITURES, WHICH SHALL BE GOVERNED BY
SECTION 5.2(S), NOT ACQUIRE ANY ASSETS OR ANY BUSINESS (INCLUDING EQUITY
SECURITIES) IN ONE OR A SERIES OF RELATED TRANSACTIONS, OTHER THAN (I) PURSUANT
TO AGREEMENTS IN EFFECT AS OF THE DATE HEREOF THAT WERE DISCLOSED TO BUYER PRIOR
TO THE DATE HEREOF, (II) ASSETS USED BY SELLER IN THE ORDINARY COURSE OF
BUSINESS (WHICH ASSETS DO NOT CONSTITUTE A SYSTEM, A BUSINESS UNIT, DIVISION OR
ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE TRANSFEROR), (III) ANY INTEREST IN
OR ASSETS OF ANY ENTITY WHICH NOMINALLY OWNS ANY INTEREST IN ANY MCE SYSTEM AND
(IV) ANY EQUITY SECURITIES IN ANY TELE-MEDIA ENTITY;
96
(O)
USE COMMERCIALLY REASONABLE EFFORTS TO CONTINUE NORMAL MARKETING,
ADVERTISING AND PROMOTIONAL EXPENDITURES WITH RESPECT TO EACH SPECIFIED
BUSINESS;
(P)
USE COMMERCIALLY REASONABLE EFFORTS TO (I) MAINTAIN OR CAUSE TO BE
MAINTAINED (A) THE TRANSFERRED ASSETS IN ADEQUATE CONDITION AND REPAIR FOR THEIR
CURRENT USE IN THE ORDINARY COURSE, ORDINARY WEAR AND TEAR EXCEPTED, AND (B) IN
FULL FORCE AND EFFECT THE INSURANCE POLICIES (WITH THE SAME AMOUNTS AND SCOPES