Common use of AFFIRMATIVE Clause in Contracts

AFFIRMATIVE. From and including the 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; and (iii) give prompt written notice to Buyer 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 obligations under any Lease Guaranty; (C) acquiring knowledge of any casualty or condemnation of any part of any Location, whether actual, or pending; (D) acquiring knowledge of the presence of any Hazardous Substances in violation of any Environmental Law on, in, under or about any part of any Location; (E) receiving written notice from a Governmental Authority of a material violation of any Legal Requirements with respect to the condition or use of any part of a Location; (F) acquiring knowledge of the 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 of the Closing Date) any of Seller’s or Lease Guarantor’s representations or warranties untrue or inaccurate in any material respect, or any of the conditions of this Agreement unfulfilled. Seller shall provide to Buyer, when the results become available to Seller but in any event prior to five (5) Business Days prior to the end of the 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. From Between the date hereof and including the 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; and , Seller will: (iiia) Seller will give prompt written notice to Buyer upon: and its authorized representatives reasonable access normal business hours to all Records, properties, books, records, (Aincluding, without limitation, bookkeeping, financial and accounting records) receiving any written notices of default contracts and documents and furnish 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 cause to be expected furnished to have a material adverse effect on Lease Guarantor’s ability to perform Buyer or its obligations under any Lease Guaranty; (C) acquiring knowledge of any casualty or condemnation of any part of any Location, whether actual, or pending; (D) acquiring knowledge of the presence of any Hazardous Substances in violation of any Environmental Law on, in, under or about any part of any Location; (E) receiving written notice from a Governmental Authority of a material violation of any Legal Requirements authorized representatives all information with respect to the condition 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 use the Stations is subject; (d) Notify Buyer within seven (7) days of Seller's first notice of any part litigation pending or threatened against the Stations and within forty-eight (48) hours of a Location; any damage to or destruction of any assets or property to be sold hereunder; (Fe) acquiring knowledge Use its best efforts to procure the consent of any third parties necessary for the assignment to Buyer of the conduct or occurrence Contracts Air Time Agreements to be assigned hereunder; (f) Use its best efforts in the preparation, filing and prosecution of an inspection the Application; (g) Notify Buyer upon receipt of any part of a Location by a Governmental Authority; administrative or (G) acquiring knowledge of other order relating to any fact or circumstance that renders (or is likely to render as violation of the Closing Date) any of Seller’s or Lease Guarantor’s representations or warranties untrue or inaccurate in any material respect, FCC's rules and regulations or any of other federal, state or local regulatory or administrative body, including rules relating to the conditions of this Agreement unfulfilledemployment, labor or equal employment opportunity. Seller shall provide correct any such violations as relate to Buyer, when the results become available to Seller but in any event prior to five (5) Business Days operation of the Stations prior to the end 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 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”).Stations;

AFFIRMATIVE. From and including after the Effective Date until Closing or Date, FIND agrees that, throughout the earlier termination Term (and as to subparagraph (g) immediately below throughout the Term and for a period of this Agreementfive (5) years after the end of the Term), Seller FIND shall: : (ia) maintainApply its commercially reasonable best efforts to carry out all manufacturing/production and FOB shipping and logistics services reasonably required to meet productions demand; provided, repair however, that commercially reasonable accommodation is made from time to time as and keep each Location when necessary to expand then-existing production, inventory, and shipping capacity to meet corresponding increases in demand for Product; (b) Apply its commercially reasonable best efforts to distribute, market and sell the Product worldwide; (c) Use its commercially reasonable good condition and repair faith efforts to cause the quality management system utilized in the ordinary course production of Product to meet ISO [9001:2008] [9001:2015] standards as soon as practicable and to thereafter maintain such standards (or those that supersede them, if applicable); (d) Use its commercially reasonable best efforts to cause the Joint Venture to be in compliance in all material respects with all applicable Environmental Permits and Occupational Safety & Health Administration (OSHA) standards and other U.S. Department of Labor workplace-related requirements (including worker’s compensation insurance coverage) mandated in connection with its production facilities and operations utilized by the Joint Venture, and promptly indemnify NANOTECH from and against any and all Liabilities or Damages, including penalties and fines, actually incurred arising out of Environmental Action or any non-compliance under Environmental Laws; (e) Responsibly and in material compliance with all Legal Requirements and matters of record; good faith (iix) maintain all Joint Venture related bookkeeping, record-keeping, and accounting, (y) prepare and disseminate all Quarterly Financial Reports and payments for corresponding quarterly Distributable Profits to the insurance coverage currently in effect for the PropertyCo-Venturers, or comparable coverage, through the Closing Date; and (iiiz) give prompt written notice to Buyer upon: administer all responsibilities associated with the reporting and payment of sales Taxes due on Product sold by the Joint Venture as and when due; (Af) receiving Promptly pay as and when due all sales Taxes due on Product sold by the Joint Venture or payroll Taxes, and promptly indemnify PIAZZA from and against any written notices of default and all Liabilities 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 obligations under any Lease Guaranty; (C) acquiring knowledge Damages, including penalties and fines, actually incurred arising out of any casualty or condemnation of any part of any Location, whether actual, or pending; (D) acquiring knowledge of the presence of any Hazardous Substances in violation of any Environmental Law on, in, under or about any part of any Location; (E) receiving written notice from non-payment to a Governmental Taxing Authority of a material violation of any Legal Requirements with respect to either sales Taxes due on Product sold by the condition Joint Venture or use of any part of a Location; payroll Taxes; (Fg) acquiring knowledge of the 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 of the Closing Date) any of Seller’s or Lease Guarantor’s representations or warranties untrue or inaccurate in any material respect, or any of the conditions of this Agreement unfulfilled. Seller FIND shall provide to Buyer, when a warranty that the results become available to Seller but Products are free from defects in any event prior to material and/or workmanship under normal use for a period of five (5) Business Days prior years from purchase by the end user, provided that the Product utilized has not been subjected to abnormal stresses. and (h) Promptly present and make available to the end Joint Venture any and all prospective business or product opportunities of which FIND is made aware and which are logically or sensibly related to, complimentary to, attendant to, or arising out of the Due Diligence Periodbusiness of the Joint Venture, 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”).neither narrowly nor broadly defined;

AFFIRMATIVE. From COVENANTS So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied (other than contingent obligations for which no claim has been asserted), the Borrower shall, and including shall, except in the Effective Date until Closing or case of the earlier termination of this Agreementcovenants set forth in Sections 6.01, Seller shall6.02, and 6.03 and/or to the extent the failure to do so would not result in a Material Adverse Effect, cause each Subsidiary to: Financial Statements. Deliver to the Administrative Agent and each Lender, in form and detail reasonably satisfactory to the Administrative Agent and the Required Lenders: (ia) maintainas soon as available, repair but in any event within 120 days after the end of each fiscal year of the Parent commencing with the fiscal year ending December 31, 2025, a consolidated and keep consolidating balance sheet of the Parent and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year, setting forth in each Location case in good condition comparative form the figures for the previous fiscal year, all in reasonable detail and repair prepared in accordance with GAAP, such consolidated statements to be audited and accompanied by (A) a report and opinion of a Registered Public Accounting Firm of nationally recognized standing reasonably acceptable to the ordinary course Required Lenders, which report and opinion shall be prepared in accordance with generally accepted auditing standards and applicable Securities Laws and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit, and such consolidating statements to be certified, to knowledge, by the chief executive officer, chief financial officer, chief accounting officer, treasurer, controller or other senior financial or accounting executive of the Parent to the effect that such statements are fairly stated in all material respects when considered in relation to the consolidated financial statements of the Parent and in material compliance with all Legal Requirements and matters its Subsidiaries, (B) a report of record; (ii) maintain such Registered Public Accounting Firm as to the insurance coverage currently in effect for the Property, or comparable coverage, through the Closing Dateeffectiveness of Borrower’s internal control over financial reporting pursuant to Section 404 of ▇▇▇▇▇▇▇▇-▇▇▇▇▇; and (iiiC) give prompt written notice to Buyer upon: (A) receiving any written notices of default other information included in the Parent’s or any written notices of lawsuits affecting Seller and/or any part of the PropertyBorrower’s Form 10-K for such fiscal year; (Bb) 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 obligations under any Lease Guaranty; (C) acquiring knowledge of any casualty or condemnation of any part of any Locationas soon as available, whether actual, or pending; (D) acquiring knowledge of the presence of any Hazardous Substances in violation of any Environmental Law on, in, under or about any part of any Location; (E) receiving written notice from a Governmental Authority of a material violation of any Legal Requirements with respect to the condition or use of any part of a Location; (F) acquiring knowledge of the 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 of the Closing Date) any of Seller’s or Lease Guarantor’s representations or warranties untrue or inaccurate in any material respect, or any of the conditions of this Agreement unfulfilled. Seller shall provide to Buyer, when the results become available to Seller but in any event prior to five (5) Business Days prior to within 45 days after the end of each of the Due Diligence Period, sales and EBITDAR reports for first three fiscal quarters of each Location covering Seller’s fiscal year of the Parent (commencing with the fiscal quarter ending January March 31, 2016 on 2026), a consolidated balance sheet of the Parent and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of income or operations and cash flows for such fiscal quarter and for the portion of the Parent’s fiscal year then last 12 month basis (collectivelyended, and any other information included in the Parent’s or the Borrower’s Form 10-Q for such fiscal quarter, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, such consolidated statements to be certified, to knowledge, by the chief executive officer, chief financial officer, chief accounting officer, treasurer, controller or other senior financial or accounting executive of the Parent as fairly presenting, in all material respects, the “Interim Financial Reports”financial condition, results of operations and cash flows of the Parent and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes; and (c) no later than January 31 of each year, commencing with the fiscal year beginning January 1, 2027, pro forma projected financial statements for the Parent and its Subsidiaries made in good faith, including anticipated sources and uses of cash for the four (4) calendar quarters constituting such calendar year, and no later than August 31 of each year preliminary pro forma projected sources and uses of cash for such parties made in good faith for the succeeding fiscal year. As to any information contained in materials furnished pursuant to Section 6.02(d), the Borrower shall not be separately required to furnish such information under clause (a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Borrower to furnish the information and materials described in clauses (a) and (b) above at the times specified therein, to the extent not so furnished.