BUYER.
IN ADDITION, SELLER AND BUYER SHALL BEAR EQUALLY ANY FEES INCURRED BY SELLER IN
THE PUBLICATION OF THE REQUISITE LOCAL PUBLIC NOTICE REGARDING THE FCC
APPLICATION UNDER SECTION 73.3580(D)(3) OF THE FCC'S RULES.
4.2
Conduct of Business.
(A)
PRIOR TO CLOSING.
BETWEEN THE DATE OF THIS AGREEMENT AND THE
CLOSING DATE, EXCEPT AS EXPRESSLY PERMITTED BY THIS AGREEMENT OR THE LOCAL
MARKETING AGREEMENT, OR WITH THE PRIOR WRITTEN CONSENT OF BUYER, WHICH CONSENT
SHALL NOT BE UNREASONABLY CONDITIONED, WITHHELD OR DELAYED AND WHICH SHALL BE
DEEMED GIVEN IF BUYER DOES NOT RESPOND TO SELLER'S REQUEST WITHIN FIVE BUSINESS
DAYS OF RECEIPT THEREOF, SELLER SHALL:
(I)
MAINTAIN THE FCC LICENSES IN FULL FORCE AND EFFECT;
(II)
OPERATE THE STATIONS IN ALL MATERIAL RESPECTS IN ACCORDANCE WITH
THE FCC LICENSES, THE COMMUNICATIONS ACT, THE FCC RULES AND REGULATIONS AND ALL
APPLICABLE LAWS;
16
(III)
NOT ADVERSELY MODIFY ANY OF THE FCC LICENSES, EXCEPT AS MAY BE
PROVIDED IN ANY PENDING APPLICATION IDENTIFIED ON SCHEDULE 2.7(B);
(IV)
USE COMMERCIALLY REASONABLE EFFORTS TO CAUSE ALL LIENS ON THE
STATION ASSETS, OTHER THAN PERMITTED LIENS, TO BE RELEASED IN FULL PRIOR TO
CLOSING;
(V)
USE COMMERCIALLY REASONABLE EFFORTS TO PROVIDE BUYER WITH ANY
FINANCIAL INFORMATION REGARDING THE STATIONS AS IS MAINTAINED BY SELLER ON A
BASIS NOT CONSOLIDATED WITH OTHER STATIONS AND REQUESTED BY BUYER THAT IS
REASONABLY NECESSARY TO SATISFY ANY REPORTING OBLIGATIONS TO THE SECURITIES AND
EXCHANGE COMMISSION OR REASONABLY NECESSARY TO OBTAIN ACQUISITION FINANCING FOR
THE STATIONS;
(VI)
NOT, OTHER THAN IN THE ORDINARY COURSE OF BUSINESS AND CONSISTENT
WITH PAST PRACTICE, TERMINATE, RESCIND, OR WAIVE ANY RIGHTS UNDER ANY STATION
CONTRACTS;
(VII)
NOT ENTER INTO ANY NEW CONTRACTS OR AGREEMENTS IN CONNECTION WITH
THE OPERATION OF THE STATIONS (OR AMEND ANY EXISTING STATION CONTRACT) (I) OTHER
THAN IN THE ORDINARY COURSE AND CONSISTENT WITH PAST PRACTICE AND (II) PROVIDED
THAT ANY SUCH NEW CONTRACTS OR AMENDMENTS THAT ARE BINDING AFTER THE CLOSING,
EXCEPT FOR THOSE CONTRACTS OR AGREEMENTS ENTERED INTO PURSUANT TO SECTION
4.2(A)(VIII), SECTION 4.2(B)(X) OR SECTION 4.5(B), SHALL REQUIRE POST-CLOSING
PAYMENTS BY BUYER OF LESS THAN $100,000 PER MARKET (IN THE AGGREGATE UNDER SUCH
NEW CONTRACTS OR AMENDMENTS);
(VIII)
WITH RESPECT TO STATION EMPLOYEES, NOT (A) GRANT RAISES OTHER THAN
RAISES THAT WOULD BE GIVEN IN THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH
PAST PRACTICE IN CONNECTION WITH THE OCTOBER 1ST FOCAL POINT REVIEW, (B) PAY
SUBSTANTIAL BONUSES OTHER THAN (X) STAY BONUSES OR ENHANCED SEVERANCE FOR WHICH
THE BUYER HAS NO LIABILITY OR (Y) BONUSES CONTEMPLATED UNDER EXISTING EMPLOYEE
ARRANGEMENTS, (C) ENTER INTO ANY NEW EMPLOYMENT AGREEMENTS THAT ARE NOT
TERMINABLE AT WILL OR (D) AGREE TO DO ANY OF THE FOREGOING; AND
(IX)
REPAIR THE ITEMS AND COMPLETE THE CAPITAL PROJECTS SET FORTH ON
SCHEDULE 4.2.
(B)
PRIOR TO COMMENCEMENT OF LOCAL MARKETING AGREEMENT.
BETWEEN THE
DATE OF THIS AGREEMENT AND THE LMA COMMENCEMENT DATE, EXCEPT AS EXPRESSLY
PERMITTED BY THIS AGREEMENT OR THE LOCAL MARKETING AGREEMENT, OR WITH THE PRIOR
WRITTEN CONSENT OF BUYER,