Actions Prohibited Clause Samples
The "Actions Prohibited" clause defines specific activities or behaviors that parties to an agreement are expressly forbidden from undertaking. Typically, this clause lists actions such as unauthorized disclosure of confidential information, engaging in competing business, or using company resources for personal gain. By clearly outlining what is not permitted, the clause helps prevent misunderstandings and protects the interests of the parties by setting boundaries and reducing the risk of disputes or breaches.
Actions Prohibited. Until all Obligations shall have been indefeasibly paid in full, the Subordinated Party shall not, without the prior written consent of the Lease Indenture Trustee:
(a) take, obtain or hold (or permit anyone acting on its behalf to take, obtain or hold) any assets of the Owner Lessor, whether as a result of any administrative, legal or equitable action, or otherwise, in violation of the subordination provisions contained in this Agreement.
(b) accelerate payment of any Subordinated Claims or otherwise require such Subordinated Claims to be paid prior to their stated or scheduled maturity date;
(c) commence, prosecute or participate in (i) any administrative, legal or equitable action against or involving the Owner Lessor relating to any Subordinated Claims, including, without limitation, any Proceeding, or (ii) any administrative, legal or equitable action to (a) enforce or collect any judgment obtained in respect of any Subordinated Claims, (b) enforce or exercise remedies arising under or pursuant to any Subordinated Claims, (c) enforce or exercise remedies under or pursuant to any lien or other security interest securing any Subordinated Claims;
(d) exercise any other rights or remedies to enforce any Subordinated Claims, any collateral security provided with respect to such Subordinated Claims or any covenant, agreement, representation or other undertaking contained in any Subordinated Notes.
Actions Prohibited. Except as provided in subsection (h) of this section and paragraph (2) of this subsection, the participating State may not—
(A) impose any restrictions or require- ments, relating to the interest rate, fees, collateral, or other business terms and con- ditions of the loan; or
(B) condition enrollment of a loan in the Program on the review by the State of the risk or creditworthiness of a loan.
Actions Prohibited. Seller shall not, without the prior written approval of Purchaser, which approval shall not be unreasonably withheld or delayed: (i) make any material structural alterations or additions to the Real Property except as (a) in the ordinary course of operating the Real Property, (b) required for maintenance and repair or (c) required by any of the leases or the Contracts; (ii) sell, transfer, encumber or change the status of title of all or any portion of the Golf Course; (iii) change or attempt to change, directly or indirectly, the current zoning of the Real Property in a manner materially adverse to it; or (iv) cancel, amend or modify, in a manner materially adverse to the Real Property, any license or permit held by Seller with respect to the Real Property or any part thereof which would be binding upon Purchaser after the Closing.
Actions Prohibited. Licensee acknowledges that any right to use the Websites, the Marks or the Names is limited to the rights granted herein. During and after the term of this Agreement, regardless of how the License is terminated, Licensee shall not:
(a) use the Marks or the Names in combination with any Names, ▇▇▇▇, word (in English or any other language), symbol, letter or design not previously approved by Licensor in writing which approval may be withheld or granted in Licensor’s sole and absolute discretion;
(b) adopt or seek to register or take any other action to use or establish rights in any name, ▇▇▇▇, word (in English or any other language), symbol, letter or design which is confusingly similar to the Marks or the Names;
(c) attack or perform any action, direct or indirect, which might challenge, impair or otherwise adversely affect the validity of the Marks or the Names or Licensor’s ownership thereof; or
(d) engage in any action which it knows or has reason to know would threaten, injure or diminish the image or reputation of Licensor, the Websites, the Marks or the Names.
Actions Prohibited. Seller shall not, without the prior written approval of Purchaser:
(i) make any material structural alterations or additions to the Property except as (a) in the ordinary course of operating the Property, (b) required for maintenance and repair, (c) required by any of the Leases or the Service Contracts or (d) required by this Agreement;
(ii) sell, transfer, encumber or change the status of title of all or any portion of the Property;
(iii) change or attempt to change, directly or indirectly, the current zoning of the Real Property in a manner materially adverse to it; or
(iv) cancel, amend or modify, in a manner materially adverse to the Property, any license or permit held by Seller with respect to the Property or any part thereof which would be binding upon Purchaser after the Closing.
Actions Prohibited. Seller shall not, without the prior written approval of Purchaser, which approval will not be unreasonably withheld, delayed and/or conditioned:
(i) make any structural alterations to the Property, except as required by (a) applicable law, rule or governmental regulation, (b) emergency, or (c) any of the Leases or Contracts;
(ii) make any material nonstructural alterations or additions to the Property except as (a) in the ordinary course of operating the Property, (b) required for maintenance and repair, (c) required by any of the Leases or the Contracts, or (d) required by this Agreement;
(iii) except as provided for pursuant to the Drop and Swap Structure, sell, transfer, encumber or change the status of title of all or any portion of the Property;
(iv) change or attempt to change, directly or indirectly, the current zoning of the Real Property in a manner materially adverse to the Real Property;
(v) cancel, amend or modify, in a manner materially adverse to the Property, any license or permit held by Seller with respect to the Property or any part thereof which would be binding upon Purchaser (via its ownership of NewCo Sub) after the Closing;
(vi) except for the Master Lease or as otherwise permitted by this Agreement, negotiate or enter into any agreement pertaining to the sale, exchange, lease or transfer of all or any portion of the Property to any person or entity;
(vii) encumber the Property with any mortgages, deeds of trust or other encumbrances except as expressly permitted in this Agreement without Purchaser’s consent; or
(viii) initiate, settle, compromise, withdraw or terminate any real estate tax appeal or proceeding affecting the Property without Purchaser’s approval.
Actions Prohibited. Seller shall not, without the prior written approval of Purchaser, which approval will not be unreasonably withheld or delayed prior to the date that is three (3) business days prior to the end of the Investigation Period and, thereafter, may be granted or withheld in Purchaser’s sole discretion:
(1) make any material structural alterations or additions to the Property except as (a) in the ordinary course of operating the Property, (b) required for maintenance and repair in the ordinary course of business as required by Section 13.1, (c) required by the Leases or (d) required by this Agreement;
(2) sell, transfer, encumber or change the status of title of all or any portion of the Property;
(3) change or attempt to change, directly or indirectly, the current zoning of the Real Property; or
(4) following the date that is three (3) business days prior to the expiration of the Inspection Period, cancel, amend or modify any license or permit held by Seller with respect to the Property or any part thereof which would be binding upon Purchaser after the Closing.
Actions Prohibited. Without the prior written consent of ▇▇▇▇▇▇, except as specifically permitted by the Loan Agreement, Standby Creditors, individually and collectively, shall take no action to:
A) assert, collect or enforce all or any part of the Claim;
B) realize upon any collateral for the Claim; or
C) otherwise seek repayment of the Claim from assets of Borrower.
Actions Prohibited. Sellers shall not, without the prior written approval of Buyer, which approval will not be unreasonably withheld, conditioned or delayed, cause or permit a Property Owner to:
11.2.1 make any material structural alterations or additions to any Property, except (a) in the ordinary course of operating such Property, (b) as required for maintenance and repair or (c) as required by any Governmental Authority or any of the applicable Leases or Contracts;
11.2.2 sell, transfer, encumber or change the status of title of all or any portion of any Property;
11.2.3 change or attempt to change, directly or indirectly, the current zoning of any Real Property in a manner materially adverse to it; or
11.2.4 cancel, amend or modify, in a manner materially adverse to any Real Property, any Approval that would be binding upon a Property Owner after the Closing.
11.2.5 voluntarily cancel or modify any Insurance Policies, except as required by applicable law or by Sellers’ lender(s); or
11.2.6 intentionally fail to perform any of its material obligations under any Lease or Contract.
Actions Prohibited. No payment on account of the principal of, or interest or premium (if any) on, the Subordinated Debt or any judgment with respect thereto (and no payment on account of the purchase or redemption or other acquisition of the Subordinated Debt) shall be made by the Company at any time prior to the payment in full in cash of the Senior Debt.