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. 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, xxxx, 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, xxxx, 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. Except as provided in subsection (h) and paragraph (2) of this subsection, the partici- pating 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:
(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. Except as set forth on Schedule 13.2 or as contemplated by the terms of this Agreement, the WPG Parties shall not, and shall cause each Partnership Entity and Parallel Partnership Entity not to, without the prior written approval of Purchasers (such approval not to be unreasonably withheld, conditioned or delayed):
(a) make any material structural alterations or additions to the Properties except (i) in the ordinary course of operating the Properties, (ii) as required for maintenance and repair, or (iii) as required by under any of the Leases, the Contracts, the Ground Leases, the REAs or the Assumed Mortgage Debt Loan Documents;
(b) sell, transfer or encumber all or any material portion of the Real Properties (except for Permitted Encumbrances, mortgages and other security interests granted pursuant to the New Mortgage Debt);
(c) change the current zoning of the Real Properties in any manner that would prohibit any current use thereof or increase parking requirements or otherwise make any of the Real Properties non-compliant with applicable zoning;
(d) except in the ordinary course of operating the Properties, remove any individual item of tangible Personal Property valued in excess of $25,000 from the Properties unless an item of Personal Property is worn out and requires replacement, in which event Seller shall replace such item with a new, comparable item;
(e) other than in the ordinary course of operating the Properties, cancel, or materially modify (or consent to the cancellation or material modification), in a manner materially adverse to the Properties, any material license or permit held by the Property Owners with respect to the Properties or any material part thereof that would be binding upon the applicable Partnership Entity, Parallel Partnership Entity or Purchasers after the Closing;
(f) make or change any election, change any annual accounting period, amend any tax return, enter into any closing agreement or settle any tax claim or assessment, if such election, change, amendment, agreement, or settlement would reasonably be expected to have the effect of materially increasing the tax liability of any Partnership Entity or Parallel Partnership Entity (or direct or indirect equity holder therein) for any Post-Closing Period, unless such election, change, amendment, agreement or settlement is required by Applicable Law;
(g) other than the New Mortgage Debt or in connection with equipment leases entered into by Property Owners in the ordinary c...
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.
Actions Prohibited. Provided that Buyer elects not to terminate this Agreement on or before the expiration of the Due Diligence Period, then from and after the expiration of the Due Diligence Period Seller shall not, without the prior written approval of Buyer:
8.5.1 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 which are required by the terms of the Leases, (c) required by any of the Leases or the Contracts or (d) required by this Agreement;
8.5.2 sell, transfer adversely encumber or adversely change the status of title of all or any portion of the Property;
8.5.3 change or attempt to change, directly or indirectly, the current zoning of the Land in a manner materially adverse to it; or
8.5.4 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 Buyer after the Closing.
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. Seller shall not, without the prior written approval of Purchaser, which approval will not be unreasonably withheld or delayed:
(a) make any material structural alterations or additions to the Property except as (i) in the ordinary course of operating the Property, (ii) required for maintenance and repair, (iii) required by any of the Leases or the Contracts or (iv) required by this Agreement;
(b) except as required by law, sell, transfer, encumber or change the status of title of all or any portion of the Property, provided however that tangible items included in the Personal Property shall be subject to reasonable wear and tear and to depletions, replacements and additions in the ordinary course of Seller’s business;
(c) change or attempt to change, directly or indirectly, the current zoning of the Real Property in a manner materially adverse to it; or
(d) 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.
