7.03
REGARDING CONTROL OF THE STATION, AFTER THE DATE OF THIS AGREEMENT AND PRIOR TO
THE CLOSING, SELLERS SHALL:
(A)
EXCEPT AS SET FORTH ON
SCHEDULE SECTION 5.01(A), OPERATE OR CAUSE THE OPERATION OF THE STATION IN THE
ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST PRACTICES AND USE COMMERCIALLY
REASONABLE BEST EFFORTS TO PRESERVE SUBSTANTIALLY INTACT THE RELATIONSHIPS OF
THE STATION WITH ITS CUSTOMERS, EMPLOYEES, SUPPLIERS, LICENSORS, LICENSEES,
DISTRIBUTORS AND OTHERS WITH WHOM THE STATION DEALS;
(B)
OPERATE THE STATION SUBSTANTIALLY IN
COMPLIANCE WITH THE COMMUNICATIONS ACT AND 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 BE REASONABLY LIKELY TO CAUSE THE FCC OR ANY OTHER
GOVERNMENTAL AUTHORITY TO INSTITUTE PROCEEDINGS FOR THE SUSPENSION, REVOCATION
OR ADVERSE MODIFICATION OF ANY OF THE FCC LICENSES;
30
(C)
NOT MAKE ANY CHANGE IN ANY METHOD OF
ACCOUNTING OR ACCOUNTING PRACTICE UTILIZED IN THE PREPARATION OF THE REFERENCE
FINANCIAL STATEMENTS, EXCEPT FOR ANY SUCH CHANGE REQUIRED BY REASON OF A
CONCURRENT CHANGE IN GAAP;
(D)
NOT SELL, LEASE, LICENSE OR OTHERWISE
DISPOSE OF ANY ASSETS OR PROPERTIES RELATING TO THE STATION EXCEPT (I) PURSUANT
TO EXISTING CONTRACTS OR COMMITMENTS OR (II) IN THE ORDINARY COURSE OF BUSINESS
CONSISTENT WITH PAST PRACTICES;
(E)
NOT ENTER INTO OR AGREE TO ENTER INTO ANY
AGREEMENT TO SELL, PURCHASE OR ENCUMBER ANY PARCEL OF REAL PROPERTY;
(F)
MAINTAIN THE EQUIPMENT IN GOOD OPERATING
CONDITION, ORDINARY WEAR AND TEAR EXCEPTED, AND REPLACE WITH A SUBSTANTIALLY
EQUIVALENT ASSET OF SUBSTANTIALLY EQUIVALENT QUALITY OR UTILITY ANY OF THE
EQUIPMENT THAT SHALL NOT BE WORKING OR SHALL BE LOST, STOLEN OR DESTROYED;
(G)
EXCEPT AS OTHERWISE PROVIDED IN
SECTION 8.07, (A) NOT HIRE ANY PERSON WITHOUT BUYER'S PRIOR WRITTEN CONSENT,
EXCEPT FOR PERSONS REPLACING STATION EMPLOYEES AT EQUIVALENT COMPENSATION; (B)
NOT INCREASE OR OTHERWISE CHANGE THE RATE OR NATURE OF, OR PREPAY, THE
COMPENSATION (INCLUDING WAGES, SALARIES AND BONUSES) THAT IS PAID OR PAYABLE TO
ANY PERSON EMPLOYED BY THE STATION, EXCEPT IN THE ORDINARY COURSE OF THE
BUSINESS CONSISTENT WITH PAST PRACTICES OR 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 STATION WITHOUT BUYER'S PRIOR WRITTEN CONSENT; (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
STATION; AND (E) NOT AGREE OR COMMIT TO DO ANY OF THE FOREGOING PROVIDED,
HOWEVER, THAT WITH RESPECT TO CLAUSES (A) AND (C) OF THIS