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;
16
(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(A)(XIX) OR SECTION 4.5(B), SHALL REQUIRE POST-CLOSING
PAYMENTS BY BUYER OF LESS THAN $250,000 (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;
(IX)
REPAIR THE ITEMS AND COMPLETE THE CAPITAL PROJECTS SET FORTH ON
SCHEDULE 4.2;
(X)
NOTIFY BUYER PROMPTLY (A) IF A STATION IS OFF THE AIR FOR A
CONTINUOUS PERIOD OF 12 HOURS OR MORE OR (B) IF A STATION'S NORMAL BROADCAST
TRANSMISSIONS ARE MATERIALLY IMPAIRED FOR A CONTINUOUS PERIOD OF MORE THAN 24
HOURS;
(XI)
OPERATE THE STATIONS IN THE ORDINARY COURSE OF BUSINESS
CONSISTENT WITH PAST PRACTICE;
(XII)
USE COMMERCIALLY REASONABLE EFFORTS TO PRESERVE THE BUSINESS AND
GOODWILL OF THE STATIONS AND THE STATION ASSETS;
(XIII)
NOT CHANGE THE PROGRAMMING FORMATS OF ANY OF THE STATIONS;
(XIV)
ADHERE IN ALL MATERIAL RESPECTS TO THE STATIONS' CURRENT PRACTICES,
A SUMMARY OF WHICH HAS BEEN DELIVERED TO BUYER, WITH RESPECT TO THE AMOUNT OF
AIRTIME AVAILABLE TO BROADCAST COMMERCIALS ON THE STATIONS;
(XV)
MAINTAIN THE TANGIBLE PERSONAL PROPERTY AND THE REAL PROPERTY IN
NORMAL OPERATING CONDITION CONSISTENT WITH SELLER'S PAST PRACTICES, ORDINARY
WEAR AND TEAR EXCEPTED;
(XVI)
MAINTAIN THE STATIONS' INVENTORIES OF SPARE PARTS AND SUPPLIES IN
THE ORDINARY COURSE AND AT LEVELS CONSISTENT WITH PAST PRACTICES;
(XVII)
NOT SELL, LEASE OR DISPOSE OF OR AGREE TO SELL, LEASE OR DISPOSE OF
ANY OF THE STATION ASSETS, EXCEPT (A) THE ORDINARY COURSE DISPOSITION OF ITEMS
THAT EITHER ARE OBSOLETE OR UNNECESSARY FOR THE CONTINUED OPERATION OF THE
STATIONS AS CURRENTLY OPERATED OR ARE REPLACED BY ASSETS OF COMPARABLE OR
SUPERIOR UTILITY OR (B) PURSUANT TO EXISTING CONTRACTS OR COMMITMENTS LISTED ON
SCHEDULE 1.1(C), IF ANY, OR