Common use of Conduct of Businesses Prior to the Effective Time Clause in Contracts

Conduct of Businesses Prior to the Effective Time. (a) Except as set forth in Section 5.1(a) of the Company Disclosure Schedule or as expressly contemplated or permitted by this Agreement, or as required by applicable law, rule or regulation (including the rules of any applicable securities exchange), during the period from the date of this Agreement to the earlier of (i) the termination of this Agreement and (ii) the Effective Time, unless Parent otherwise agrees in writing, the Company shall, and shall cause its Subsidiaries to, in all material respects, conduct its business in the usual, regular, and ordinary course consistent with past practice; use all reasonable efforts to maintain and preserve intact its business organization and the good will of those having business relationships with it and retain the services of its present officers and key employees; at its expense, maintain all its assets in good repair and condition, except to the extent of reasonable wear and use and damage by fire or other casualty; and comply in all material respects with all applicable laws and regulations of Governmental Entities. Without limiting the generality of the foregoing, and except as set forth in Section 5.1(a) of the Company Disclosure Schedule, as expressly contemplated or permitted by this Agreement, or as required by applicable law, rule or regulation (including the rules of any applicable securities exchange), during the period from the date of this Agreement to the earlier of (x) the termination of this Agreement and (y) the Effective Time, the Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Parent (which will not unreasonably be withheld, conditioned, or delayed) in each instance:

Conduct of Businesses Prior to the Effective Time. (a) Except as (x) set forth in Section 5.1(a) 6.1 of the Company Disclosure Schedule or as Schedule, (y) expressly contemplated or permitted by this Agreement, or as (z) required by applicable law, rule or regulation (including the rules of any applicable securities exchange)Law, during the period from the date of this Agreement to the earlier of (i) the Effective Time or the termination of this Agreement and (ii) the Effective Timein accordance with Section 8.1, unless Parent otherwise agrees in writingwriting (such agreement not to be unreasonably withheld, delayed or conditioned), the Company shall, and shall cause its each of the Company Subsidiaries to, in all material respects, (i) conduct its business in all material respects in the usual, regular, and ordinary course consistent with past practice; of business, (ii) use all commercially reasonable efforts to maintain and preserve substantially intact its insurance coverage as described in Section 4.17 of the Company Disclosure Schedule, advantageous business organization relationships and the good will goodwill of those having business relationships with it and retain the services of its present officers and key employees; at its expense, maintain all its assets in good repair and condition, except to the extent of reasonable wear and use and damage by fire or other casualty; and (iii) comply in all material respects with all applicable laws Laws, and regulations (iv) not take any action which would materially adversely affect or delay the ability of Governmental Entitiesany of the parties hereto from obtaining any necessary approvals required by the Transactions, performing its covenants or agreements hereunder, or otherwise materially delay or prohibit the Transactions. Without limiting the generality of the foregoing, and except as set forth in Section 5.1(a) 6.1 of the Company Disclosure Schedule, except as expressly contemplated or permitted by this Agreement, or except as required by applicable law, rule or regulation (including the rules of any applicable securities exchange)Law, during the period from the date of this Agreement to the earlier of (x) the Effective Time or the termination of this Agreement and (y) the Effective Timein accordance with Section 8.1, the Company shall not, and shall not permit any of its the Company Subsidiaries to, without the prior written consent of Parent (which will such consent not to be unreasonably be withheld, delayed or conditioned, or delayed) in each instance:):

Conduct of Businesses Prior to the Effective Time. (a) Except as set forth in Section 5.1(a) of the Company Disclosure Schedule or as expressly contemplated or permitted by this Agreement, or as required by applicable law, rule or regulation (including the rules of any applicable securities exchange), during During the period from the date of this Agreement to the earlier of (i) the termination of this Agreement in accordance with its terms and (ii) the Effective Time, unless Parent otherwise agrees in writing, the Company shall, and shall cause its Subsidiaries to, in all material respects, conduct its business in the usual, regular, and ordinary course consistent with past practice; use all reasonable efforts to maintain and preserve intact its business organization and the good will of those having business relationships with it and retain the services of its present officers and key employees; at its expense, maintain all its assets in good repair and condition, except to the extent of reasonable wear and use and damage by fire or other casualty; and comply in all material respects with all applicable laws and regulations of Governmental Entities. Without limiting the generality of the foregoing, and Time (except as set forth in Section 5.1(a) of the Company Disclosure Schedule, as expressly contemplated or permitted by this Agreement, a provision of the Company Disclosure Letter making reference to this Section 5.1 or as required by applicable lawParent may otherwise consent in writing (which consent will not be unreasonably withheld, rule conditioned or regulation (including the rules of any applicable securities exchangedelayed), during the period from the date of this Agreement to the earlier of (x) the termination of this Agreement and (y) the Effective Time), the Company shall notwill, and shall not permit any will cause each of its the Company Subsidiaries to, (i) conduct, in all material respects, its business in the ordinary course; (ii) use commercially reasonable efforts to preserve intact its business organization and its significant business relationships and to retain the services of its current key officers and key Employees; (iii) use commercially reasonable efforts to comply with the Communications Act and FCC rules and policies in the operation of the Company Stations; (iv) promptly deliver to Parent copies of any material reports or applications filed with the FCC (except with respect to the matters governed by Section 6.1, which section will govern such matters); (v) promptly notify Parent of any inquiry, investigation or proceeding which to the knowledge of the Company has been initiated by the FCC relating to the Company Stations (except with respect to the matters governed by Section 6.1, which section will govern such matters); and (vi) diligently prosecute any Pending Applications or any other filings necessary or appropriate in other proceedings before the FCC to preserve or obtain any FCC Authorization for a Company Station without material adverse modification (except with respect to the prior written consent of Parent (matters governed by Section 6.1, which section will not unreasonably be withheld, conditioned, or delayed) in each instance:govern such matters).

Conduct of Businesses Prior to the Effective Time. (a) Except as set forth in Section 5.1(a) of the Company Disclosure Schedule or as expressly contemplated or permitted by this Agreement, or as required by applicable law, rule or regulation (including the rules of any applicable securities exchange), during the period from the date of this Agreement to the earlier of (i) the termination of this Agreement and (ii) the Effective Time, unless Parent otherwise agrees in writing, the Company shall, and shall cause its Subsidiaries to, in all material respectsuse commercially reasonable efforts to, conduct its business in the usual, regular, and ordinary course consistent with past practice; use all commercially reasonable efforts to maintain and preserve substantially intact its business organization and the good will of those having business relationships with it and retain the services of its present officers and key employees; and, at its expense, maintain all its assets material to the business of the Company and its Subsidiaries in good repair and condition, consistent with past practice except to the extent of reasonable wear and use and damage by fire or other casualty; and comply in all material respects with all applicable laws and regulations of Governmental Entities. Without limiting the generality of the foregoing, and except as set forth in Section 5.1(a) of the Company Disclosure Schedule, as expressly contemplated or permitted by this Agreement, or as required by applicable law, rule or regulation (including the rules of any applicable securities exchange), during the period from the date of this Agreement to the earlier of (x) the termination of this Agreement and (y) the Effective Time, the Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Parent in each instance (which will consent shall not be unreasonably be withheld, delayed or conditioned, or delayed) in each instance:):

Conduct of Businesses Prior to the Effective Time. (a) Except as set forth in Section 5.1(a) 5.1 of the Company Disclosure Schedule or as expressly contemplated or permitted by this Agreement, or as required by applicable law, rule or regulation (including the rules of any applicable securities exchange), during the period from the date of this Agreement to the earlier of (i) the termination of this Agreement and (ii) the Effective Time, unless Parent otherwise agrees in writing, the Company shall, and shall cause its Subsidiaries to, in all material respects, conduct its business in the usual, regular, and ordinary course consistent with past practice; use all reasonable efforts to maintain and preserve intact its business organization and the good will of those having business relationships with it and retain the services of its present officers and key employees; at its expense, maintain all its assets in good repair and condition, except to the extent of reasonable wear and use and damage by fire or other casualty; and comply in all material respects with all applicable laws and regulations of Governmental Entities. Without limiting the generality of the foregoing, and except as set forth in Section 5.1(a) 5.1 of the Company Disclosure Schedule, as expressly contemplated or permitted by this Agreement, or as required by applicable law, rule or regulation (including the rules of any applicable securities exchange), during the period from the date of this Agreement to the earlier of (x) the termination of this Agreement and (y) the Effective Time, the Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Parent (which will not unreasonably be withheld, conditioned, or delayed) in each instance: