Common use of AFFIRMATIVE Clause in Contracts

AFFIRMATIVE. Between the date hereof and the Closing Date, Seller will: (a) Seller will give to Buyer and its authorized representatives reasonable access normal business hours to all Records, properties, books, records, (including, without limitation, bookkeeping, financial and accounting records) contracts and documents and furnish or cause to be furnished to Buyer or its authorized representatives all information with respect to the affairs and business of the Stations as Buyer may reasonably request (it being understood that the rights of Buyer under this subparagraph shall not be exercised in such a manner as to interfere unreasonably with the operations of the Stations); (b) Prepare and maintain the books, records and financial statements relating to the Stations consistently with past periods; (c) Comply with all laws and regulations to which it or the Stations is subject; (d) Notify Buyer within seven (7) days of Seller's first notice of any litigation pending or threatened against the Stations and within forty-eight (48) hours of any damage to or destruction of any assets or property to be sold hereunder; (e) Use its best efforts to procure the consent of any third parties necessary for the assignment to Buyer of the Contracts Air Time Agreements to be assigned hereunder; (f) Use its best efforts in the preparation, filing and prosecution of the Application; (g) Notify Buyer upon receipt of any administrative or other order relating to any violation of the FCC's rules and regulations or any other federal, state or local regulatory or administrative body, including rules relating to the employment, labor or equal employment opportunity. Seller shall correct any such violations as relate to the operation of the Stations prior to the Closing Date and shall be responsible for the removal of such, including the payment of any fines or back pay that may be assessed for any such violation committed by Seller; (h) To the extent reasonably possible, complete all obligations owing by Seller to advertisers for the sale of airtime on the Stations for anything other than cash in accordance with past Stations practices; (i) Continue to operate the Stations in full compliance with the terms of its FCC Licenses, in the usual and ordinary course of business, and in conformity with all applicable laws, ordinances, regulations, rules and orders, and file with the FCC all applications, reports and other filings and documents required to be filed with the FCC in connection with the ownership and operation of the Stations;

AFFIRMATIVE. Between From and including the date hereof Effective Date until Closing or the earlier termination of this Agreement, Seller shall: (i) maintain, repair and keep each Location in good condition and repair in the ordinary course in all material respects and in material compliance with all Legal Requirements and matters of record; (ii) maintain the insurance coverage currently in effect for the Property, or comparable coverage, through the Closing Date, Seller will: ; and (aiii) Seller will give prompt written notice to Buyer and upon: (A) receiving any written notices of default or any written notices of lawsuits affecting Seller and/or any part of the Property; (B) receiving any written notices of lawsuits affecting Lease Guarantor which could reasonably be expected to have a material adverse effect on Lease Guarantor’s ability to perform its authorized representatives reasonable access normal business hours to all Recordsobligations under any Lease Guaranty; (C) acquiring knowledge of any casualty or condemnation of any part of any Location, propertieswhether actual, booksor pending; (D) acquiring knowledge of the presence of any Hazardous Substances in violation of any Environmental Law on, recordsin, under or about any part of any Location; (including, without limitation, bookkeeping, financial and accounting recordsE) contracts and documents and furnish or cause to be furnished to Buyer or its authorized representatives all information receiving written notice from a Governmental Authority of a material violation of any Legal Requirements with respect to the affairs and business condition or use of any part of a Location; (F) acquiring knowledge of the Stations conduct or occurrence of an inspection of any part of a Location by a Governmental Authority; or (G) acquiring knowledge of any fact or circumstance that renders (or is likely to render as Buyer may reasonably request (it being understood that the rights of Buyer under this subparagraph shall not be exercised in such a manner as to interfere unreasonably with the operations of the Stations); (bClosing Date) Prepare and maintain the books, records and financial statements relating to the Stations consistently with past periods; (c) Comply with all laws and regulations to which it or the Stations is subject; (d) Notify Buyer within seven (7) days any of Seller's first notice of ’s or Lease Guarantor’s representations or warranties untrue or inaccurate in any litigation pending material respect, or threatened against the Stations and within forty-eight (48) hours of any damage to or destruction of any assets or property to be sold hereunder; (e) Use its best efforts to procure the consent of any third parties necessary for the assignment to Buyer of the Contracts Air Time Agreements to be assigned hereunder; (f) Use its best efforts in the preparation, filing and prosecution conditions of the Application; (g) Notify Buyer upon receipt of any administrative or other order relating to any violation of the FCC's rules and regulations or any other federal, state or local regulatory or administrative body, including rules relating to the employment, labor or equal employment opportunitythis Agreement unfulfilled. Seller shall correct provide to Buyer, when the results become available to Seller but in any such violations as relate event prior to the operation of the Stations five (5) Business Days prior to the Closing Date and shall be responsible for the removal of such, including the payment of any fines or back pay that may be assessed for any such violation committed by Seller; (h) To the extent reasonably possible, complete all obligations owing by Seller to advertisers for the sale of airtime on the Stations for anything other than cash in accordance with past Stations practices; (i) Continue to operate the Stations in full compliance with the terms of its FCC Licenses, in the usual and ordinary course of business, and in conformity with all applicable laws, ordinances, regulations, rules and orders, and file with the FCC all applications, reports and other filings and documents required to be filed with the FCC in connection with the ownership and operation end of the Stations;Due Diligence Period, sales and EBITDAR reports for each Location covering Seller’s fiscal quarter ending January 31, 2016 on a then last 12 month basis (collectively, the “Interim Financial Reports”).

AFFIRMATIVE. Between From and including the date hereof Effective Date until Closing or the earlier termination of this Agreement, Seller shall: (i) maintain, repair and keep the Property in good condition and repair in the ordinary course and in compliance with all Legal Requirements and matters of record; (ii) maintain the insurance coverage currently in effect for the Property, or comparable coverage, through the Closing Date, Seller will: ; and (aiii) Seller will give prompt written notice to Buyer and upon: (A) receiving any written notices of default or any written notices of lawsuits affecting Seller and/or any part of the Property; (B) receiving any written notices of lawsuits affecting Lease Guarantor which could reasonably be expected to have a material adverse effect on Lease Guarantor’s ability to perform its authorized representatives reasonable access normal business hours to all Recordsobligations under the Parent Guaranty or Affiliate Guaranty, propertiesas applicable; (C) acquiring knowledge of any casualty or condemnation of any part of the Property, bookswhether actual, recordspending or threatened; (D) acquiring knowledge of the presence of any Hazardous Substances in violation of any Environmental Law on, in, under or about any part of the Property; (including, without limitation, bookkeeping, financial and accounting recordsE) contracts and documents and furnish or cause to be furnished to Buyer or its authorized representatives all information receiving written notice from a Governmental Authority of a violation of any Legal Requirements with respect to the affairs and business condition or use of any part of the Stations as Buyer may reasonably request Property; (it being understood that the rights of Buyer under this subparagraph shall not be exercised in such a manner as to interfere unreasonably with the operations F) acquiring knowledge of the Stations); conduct or occurrence of an inspection of any part of the Property by a Governmental Authority; or (bG) Prepare and maintain acquiring knowledge of any fact or circumstance that renders (or is likely to render as of the books, records and financial statements relating to the Stations consistently with past periods; (cClosing Date) Comply with all laws and regulations to which it or the Stations is subject; (d) Notify Buyer within seven (7) days any of Seller's first notice of ’s or Lease Guarantor’s representations or warranties untrue or inaccurate in any litigation pending material respect, or threatened against the Stations and within forty-eight (48) hours of any damage to or destruction of any assets or property to be sold hereunder; (e) Use its best efforts to procure the consent of any third parties necessary for the assignment to Buyer of the Contracts Air Time Agreements to be assigned hereunder; (f) Use its best efforts in the preparation, filing and prosecution conditions of the Application; (g) Notify Buyer upon receipt of any administrative or other order relating to any violation of the FCC's rules and regulations or any other federal, state or local regulatory or administrative body, including rules relating to the employment, labor or equal employment opportunity. Seller shall correct any such violations as relate to the operation of the Stations prior to the Closing Date and shall be responsible for the removal of such, including the payment of any fines or back pay that may be assessed for any such violation committed by Seller; (h) To the extent reasonably possible, complete all obligations owing by Seller to advertisers for the sale of airtime on the Stations for anything other than cash in accordance with past Stations practices; (i) Continue to operate the Stations in full compliance with the terms of its FCC Licenses, in the usual and ordinary course of business, and in conformity with all applicable laws, ordinances, regulations, rules and orders, and file with the FCC all applications, reports and other filings and documents required to be filed with the FCC in connection with the ownership and operation of the Stations;this Agreement unfulfilled.