REQUESTED TO REVIEW, AND THAT IT AND ITS
REPRESENTATIVES HAVE HAD FULL OPPORTUNITY TO MEET WITH THE MANAGEMENT OF THE
COMPANY AND TO DISCUSS THE BUSINESS AND ASSETS OF THE COMPANY.
26
(B)
THE ESOP ACKNOWLEDGES THAT NEITHER THE COMPANY NOR ANY PERSON HAS
MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY OR
COMPLETENESS OF ANY INFORMATION REGARDING THE COMPANY FURNISHED OR MADE
AVAILABLE TO THE ESOP AND ITS REPRESENTATIVES EXCEPT AS EXPRESSLY SET FORTH IN
ARTICLE III, AND NEITHER THE COMPANY NOR ANY OTHER PERSON SHALL BE SUBJECT TO
ANY LIABILITY TO THE ESOP OR ANY OTHER PERSON RESULTING FROM THE COMPANY'S
MAKING AVAILABLE TO THE ESOP OR THE ESOP'S USE OF SUCH INFORMATION, INCLUDING
THE PRESENTATION MATERIALS DELIVERED TO THE ESOP, AS SUBSEQUENTLY UPDATED,
SUPPLEMENTED OR AMENDED (THE "INFORMATION MEMORANDUM"), OR ANY INFORMATION,
DOCUMENTS OR MATERIAL MADE AVAILABLE TO THE ESOP IN THE DUE DILIGENCE MATERIALS
PROVIDED TO THE ESOP, INCLUDING IN THE "DATA ROOM," OTHER MANAGEMENT
PRESENTATIONS (FORMAL OR INFORMAL) OR IN ANY OTHER FORM IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
WITHOUT LIMITING THE FOREGOING,
THE COMPANY MAKES NO REPRESENTATION OR WARRANTY TO THE ESOP WITH RESPECT TO (I)
THE INFORMATION SET FORTH IN THE INFORMATION MEMORANDUM OR (II) ANY FINANCIAL
PROJECTION OR FORECAST RELATING TO THE COMPANY OR ANY OF ITS SUBSIDIARIES,
WHETHER OR NOT INCLUDED IN THE INFORMATION MEMORANDUM OR ANY MANAGEMENT
PRESENTATION.
ARTICLE V
COVENANTS AND AGREEMENTS
SECTION 5.1
CONDUCT OF BUSINESS BY THE COMPANY.
(A)
FROM AND AFTER THE DATE HEREOF AND PRIOR TO THE EFFECTIVE TIME OR
THE DATE, IF ANY, ON WHICH THIS AGREEMENT IS EARLIER TERMINATED PURSUANT TO
SECTION 7.1 (THE "TERMINATION DATE"), AND EXCEPT (I) AS MAY BE REQUIRED BY
APPLICABLE LAW, (II) AS MAY BE AGREED IN WRITING BY THE ESOP AND TRIBUNE
ACQUISITION (WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD), (III) AS MAY BE
EXPRESSLY REQUIRED OR PERMITTED BY THIS AGREEMENT, THE TRIBUNE PURCHASE
AGREEMENT, THE FINANCING COMMITMENTS, THE NEW CREDIT AGREEMENTS OR THE ESOP
PURCHASE AGREEMENT, OR (IV) AS SET FORTH IN SECTION 5.1 OF THE COMPANY
DISCLOSURE SCHEDULE, THE COMPANY COVENANTS AND AGREES THAT (A) THE BUSINESS OF
THE COMPANY AND ITS SUBSIDIARIES SHALL BE CONDUCTED IN, AND SUCH ENTITIES SHALL
NOT TAKE ANY ACTION EXCEPT IN, THE ORDINARY COURSE OF BUSINESS AND IN A MANNER
CONSISTENT WITH PAST PRACTICE AND (B) THE COMPANY AND ITS SUBSIDIARIES SHALL USE
THEIR REASONABLE BEST EFFORTS TO PRESERVE SUBSTANTIALLY INTACT THE COMPANY'S
BUSINESS, TO KEEP AVAILABLE THE SERVICES OF THOSE OF THEIR PRESENT OFFICERS,
EMPLOYEES AND CONSULTANTS WHO ARE IMPORTANT TO THE OPERATION OF THEIR BUSINESS;
PROVIDED, HOWEVER, THAT NO ACTION BY THE COMPANY OR ITS SUBSIDIARIES WITH
RESPECT TO MATTERS SPECIFICALLY ADDRESSED BY ANY PROVISION OF SECTION 5.1(B)
SHALL BE DEEMED A BREACH OF THIS SENTENCE UNLESS SUCH ACTION WOULD CONSTITUTE A
BREACH OF SUCH OTHER PROVISION.
(B)
SUBJECT TO THE EXCEPTIONS CONTAINED IN CLAUSES (I) THROUGH (IV) OF
SECTION 5.1(A), THE COMPANY AGREES, ON BEHALF OF ITSELF AND