Common use of NEGATIVE Clause in Contracts

NEGATIVE. Between the date hereof and the Closing Date, Seller will not, without prior written consent of Buyer: (a) Sell, assign, lease, encumber, mortgage or otherwise transfer or dispose of any asset or property of the Stations, except in the normal and usual course of business: (b) Cancel, modify or in any way impair any Essential Contracts or, except in the ordinary course of the Stations' business, any other Contract; (c) Enter into any new Air Time Agreement, except for agreements which: (1) Are made in the ordinary course for the benefit of the Stations and substantially in accordance with past practice of the Stations; and (2) Have a term not to exceed ninety (90) days. (d) Increase the compensation or bonuses or to become payable to any of Stations' employees, except in accordance with existing employment practices, or effect any changes in personnel policies or employee benefits except in accordance with existing employment practices: (e) Enter into any new Barter Transactions; or (f) Violate any rules, regulations or policies of the FCC or any provisions of the Communications Act of 1934, as amended, or any provisions of any of the FCC Licenses, or cause or permit any of the FCC Licenses to lapse, to be modified in any adverse respect or to become impaired in any manner; (g) Take or refrain from taking any action that would cause the face amount of Seller's liabilities to exceed the fair market value of its assets or render Seller with inadequate working capitol with which to conduct its business or unable to pay its debts as they mature.

Appears in 2 contracts

Sources: Asset Purchase Agreement (American Radio Empire Inc), Asset Purchase Agreement (American Radio Empire Inc)