AWS. During the period from the date hereof until the earlier of the First Closing or the termination of this Agreement and (y) solely with respect to paragraphs (vii) and (x) of this Section 10.9(a), except in connection with integration measures (including, without limitation, advertising, marketing and promotion activities) undertaken by Cingular or AWS or any of their Affiliates (and not specifically with respect to the Transferred Multi-Area Markets) following the consummation of the Merger or (z) except as otherwise contemplated by this Agreement, each of the AWS Parties shall not with respect to the Multi-Area Business (and AWS shall cause its other Affiliates not to) take any of the following actions without the prior written consent of Triton, which consent shall not be unreasonably withheld or delayed: (i) enter into any agreement, arrangement or understanding involving payments, assets, or Liabilities in each case relating specifically to the Multi-Area Business with a value in excess of $50,000 individually or $500,000 in the aggregate, or materially alter, amend, or modify or terminate, or exercise any option under any existing agreement involving payments, projected revenues, assets, or Liabilities in each case relating specifically to the Multi-Area Business with a value in excess of $50,000 individually or $500,000 in the aggregate, other than in the ordinary course of business consistent with past practice; (ii) except in the ordinary course of business consistent with past practice or in the case of assets that have become obsolete, dispose of assets for consideration in excess of $250,000 in the aggregate; (iii) except in the ordinary course of business consistent with past practice, incur or assume any indebtedness for borrowed money or guarantee any such obligations; (iv) enter into any contracts with any of its Affiliates which will be binding upon AWS Network Newco after First Closing; (v) fail to pay when due any Liability that, if unpaid, would become a Lien upon any of the Transferred Multi-Area Assets as applicable; (vi) except as required by Law, enter into any collective bargaining agreement, or make any commitment whatsoever to any union or other representative or party which intends to represent any employees of the Multi-Area Business; (vii) change its accounting practices except as required by GAAP or Law or except as AWS, based on the advice of its independent auditors and after consultation with Triton, determines in good faith is advisable; (viii) with respect to the Multi-Area Business, acquire subscriber contracts from any other third party provider; (ix) cause or permit to occur any of the events or occurrences described in Section 8.13(b); or (x) authorize or enter into an agreement in contravention of any of the foregoing;
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AWS. During the period (i) Except as expressly contemplated by this Agreement, from and after the date hereof until the earlier consummation of the First Closing Merger, the AWS Parties shall not (and AWS will cause its other Affiliates not to) engage in any practice, take any action or enter into any transaction outside the termination ordinary course of this Agreement business consistent with past practice of the Multi-Area Business without the prior approval of Triton, which approval shall not be unreasonably withheld or delayed, and shall continue to operate the Multi-Area Business in the ordinary course consistent with past practices.
(yii) In furtherance and not in limitation of the foregoing clause (i), from and after the date hereof, (x) solely with respect to paragraphs (vii) C(x), E, H and (x) I of this Section 10.9(a10.5(a)(ii), except as otherwise contemplated in connection with integration measures (including, without limitation, advertising, marketing and promotion activities) undertaken by Cingular or AWS or any of their Affiliates (and not specifically with respect to the Transferred Multi-Area Markets) following the consummation of the Merger or (zy) except as otherwise expressly contemplated by this Agreement, each of the AWS Parties shall, and shall not with respect to cause their respective Affiliates to:
(A) operate the Multi-Area Business (and AWS shall cause its other Affiliates not to) take any of the following actions without the prior written consent of Triton, which consent shall not be unreasonably withheld or delayed:
(i) enter into any agreement, arrangement or understanding involving payments, assets, or Liabilities in each case relating specifically to accordance with the Multi-Area Business FCC Authorizations, and comply in all material respects with a value in excess of $50,000 individually or $500,000 in the aggregate, or materially alter, amend, or modify or terminate, or exercise any option under any existing agreement involving payments, projected revenues, assets, or Liabilities in each case relating specifically all Laws applicable to the Multi-Area Business with a value in excess of $50,000 individually or $500,000 in the aggregate, other than it;
(B) except for inventory sold in the ordinary course of business consistent with past practice;
(ii) except in the ordinary course of business consistent with past practice or in the case of assets that have has become obsolete, dispose refrain from making any sale, lease, transfer or other disposition of assets for consideration in excess of $250,000 in the aggregate;
(iii) except in the ordinary course of business consistent with past practice, incur or assume any indebtedness for borrowed money or guarantee any such obligations;
(iv) enter into any contracts with any of its Affiliates which will be binding upon AWS Network Newco after First Closing;
(v) fail to pay when due any Liability that, if unpaid, would become a Lien upon any of the Transferred Multi-Area Assets as applicableother than in connection with replacements with assets of like use and value, or with the prior written approval of Triton, which approval will not be unreasonably withheld or delayed;
(viC) except as required by Law, enter into any collective bargaining agreement, or make any commitment whatsoever (x) use their commercially reasonable efforts to any union or other representative or party which intends preserve their relationships with all parties to represent any employees of the Assumed Multi-Area BusinessContracts, (y) perform in all material respects all of their obligations thereunder according to the terms and conditions thereof, and (z) refrain from amending in any material respect, or terminating, except due to a material breach thereof by the other party or upon expiration of the term thereof, any of the Assumed Multi-Area Contracts, without Triton’s prior written approval, which approval will not be unreasonably withheld or delayed;
(viiD) change its accounting practices maintain insurance on the Transferred Multi-Area Assets comparable to that maintained prior to the date hereof;
(E) maintain their books and records substantially in accordance with prior practice, except as required by GAAP or Law law or except as AWS, based on the advice of its independent auditors and after consultation with Triton, determines in good faith is advisableadvisable to conform to best accounting practices;
(viiiF) take all commercially reasonable actions necessary to maintain all of their rights and interest in, and the validity of, the Multi-Area FCC Authorizations and not permit any of the Multi-Area FCC Authorizations to expire or to be surrendered or voluntarily modified in a manner materially adverse to the operation of the Multi-Area Business, or take any action which would reasonably be expected to cause the FCC or any other Governmental Authority to institute proceedings for the suspension, revocation or limitation of rights under any of the Multi-Area FCC Authorizations; or fail to prosecute with respect commercially reasonable diligence any pending applications to any Governmental Authority; and provide to Triton copies of all applications, correspondence, pleadings and other documents furnished to or received from the FCC relating specifically to the Multi-Area Business, acquire subscriber contracts from any other third party provider;
(ixG) cause or permit to occur any notify Triton in writing promptly after learning of the events institution of any material action, arbitration or occurrences described mediation against AWS, any AWS Contributing Entity or any other Affiliate of AWS relating specifically to the Multi-Area Business in Section 8.13(b); orany court, or any action against AWS, any AWS Contributing Entity or any other Affiliate of AWS relating specifically to the Multi-Area Business before the FCC or any other Governmental Authority, and notify Triton in writing promptly upon entry of any administrative or court order, or material binding order or material decision in any arbitration or mediation relating specifically to the Transferred Multi-Area Assets or the Multi-Area Business;
(xH) authorize or maintain, in accordance with past practice of the Multi-Area Business, relations with the suppliers, employees, agents, subscribers, customers and distributors of the Multi-Area Business and any others having business relations with the Multi-Area Business;
(I) except for changes implemented nationwide, adhere to current practice with respect to bad debt of the Multi-Area Business, collection of accounts and deactivation of delinquent account service; and collect accounts receivable of the Multi-Area Business only in the ordinary course consistent with past practice of the Multi-Area Business;
(J) except for changes implemented nationwide, maintain all inventory and expendable supplies at levels consistent with past practices, current business plans and reasonably expected consumer demand and otherwise prior to the First Closing Date maintain its working capital at reasonable levels necessary to operate the Multi-Area Business in a commercially reasonable manner and in the ordinary course of business, consistent with past practice of the Multi-Area Business;
(K) not enter into or renew any Contracts that involve a value of more than $50,000 individually, or $500,000 in the aggregate, for AWS and the AWS Contributing Entities, which would be an agreement in contravention of Assumed Multi-Area Contract; and
(L) with respect to Assumed Multi-Area Contracts relating directly to AWS Cell Sites which will expire by their terms prior to the First Closing, and directly to Deferred AWS Cell Sites which will expire by their terms prior to the date such Deferred AWS Cell Sites transfer pursuant to Section 10.8 hereof, (y) exercise all available renewal options and (z) refrain from exercising any of the foregoing;termination options for automatic renewal leases.
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