Certain Negative Covenants of Seller. Except as Buyer may otherwise consent in writing, which consent may be withheld at Buyer's sole discretion, or as otherwise contemplated by this Agreement, between the date hereof and Closing, Seller shall not do or cause to be done any of the following:
Certain Negative Covenants of Seller. Between the date of this Agreement and the Closing Date Seller shall not:
Certain Negative Covenants of Seller. Except as Buyer may otherwise consent in writing or as contemplated by this Agreement, between the date of this Agreement and Closing, Seller shall not (i) modify, terminate, renew, suspend, or abrogate any Assumed Contract or License, except in the ordinary course of business, (ii) transfer, convey, or otherwise dispose of any of the Assets, except in the ordinary course of business, (iii) take any action that would result in the creation of a Lien on any of the Assets, (iv) engage in any marketing, customer-related, or collection practices that are inconsistent with the past practices of Seller, (v) solicit or participate in negotiations or knowingly permit any other person to so do with any third party with respect to the sale of the Assets or the Business or any transaction inconsistent with those contemplated hereby, or (vi) enter into any single Contract involving a commitment of more than $5,000 or any Contracts which in the aggregate involve a commitment of more than $25,000.
Certain Negative Covenants of Seller. Except as TWEAN may otherwise ------------------------------------ consent in writing, or as contemplated by this Agreement, between the date of this Agreement and Closing Seller shall not:
Certain Negative Covenants of Seller. Except as Buyer may otherwise consent in writing, or as contemplated by this Agreement, between the Effective Time and the end of the Transfer Period (or, with respect to its Assets Seller transfers to Buyer at Closing, during the period between the Closing Date and the end of the Transfer Period, Seller acting as Buyer’s Agent), shall not:
Certain Negative Covenants of Seller. Between the date hereof and the Final Closing, Seller shall not solicit or participate in negotiations with any third party with respect to the sale of the Transferred Assets or the Systems or any transaction inconsistent with those contemplated hereby and will promptly notify Buyer of the specifics of any offers or inquiries received from third parties regarding the acquisition of any of the Transferred Assets. Additionally, except as Buyer may otherwise consent in writing, or as contemplated by this Agreement, between the date of this Agreement and the Final Closing Seller shall not (a) modify, terminate, renew, suspend, or abrogate any ROE, Contract, Other Agreemexx or (b) modify, terminate, renew, suspend or abrogate any other material agreement or contract if such action would reasonably be expected to adversely affect the Transferred Assets or Buyer's use of the Transferred Assets after Closing, (c) sell, assign, lease or otherwise dispose of any of the Transferred Assets, unless such Transferred Assets are consumed or disposed of in the ordinary course of business consistent with actual past practice or disposed of in conjunction with the acquisition of replacement property or are no longer used or useful in the business or operation of the Systems, (d) create, assume, or permit to exist any Lien (except for Permitted Liens) upon any Transferred Asset, (e) change subscriber rates for any tier of service or change billing, collection, installation, disconnect, marketing or promotional practices with respect to any of the Systems included in the Transferred Assets, (f) seek amendments or modifications to existing ROEs, Contracts or Other Agreements or accept or agree to accede to any material modification or amendment to, or any condition to the transfer of, any of the ROEs, Contracts, Other Agreements that will adversely affect Buyer, (g) enter into any transaction or permit the taking of any action that would result in any of Seller's representations and warranties contained in this Agreement not being materially true and correct when made or at any Closing, including without limitation the Final Closing.
Certain Negative Covenants of Seller. Except as Buyer may otherwise consent in writing or as contemplated by this Agreement, between the date of this Agreement and the relevant Closing Date, Seller shall not (i) take any action to modify, extend, renew, terminate, suspend, or abrogate any Service Agreement, except for Service Agreements covering MDU Properties for which renewal discussions are ongoing as of the date of this Agreement and listed on Schedule 5.3; (ii) transfer, convey, or otherwise dispose of any of the Assets; (iii) take any action that would result in the creation of a Lien on any of the Assets, except a Permitted Lien; or (iv) engage in any marketing, promotions, offers of discounts, subscriber installation, or collection practices with respect to the Eligible Subscribers or MDU Properties in the Zip Codes that are inconsistent with the past practices of Seller. Notwithstanding anything to the contrary contained herein, Seller may conduct Seller's business in areas other than those areas covered by the Zip Codes.
Certain Negative Covenants of Seller. Except as Buyer may otherwise consent in writing, or as contemplated by this Agreement, between the Effective Time and the end of the Transfer Period, each Peabody Sub, with respect to its Assets (or, with respect to the Assets the Peabody Sub transfers to Buyer at Closing, during the period between the Closing Date and the end of the Transfer Period, such Peabody Sub acting as Buyer’s agent), shall not:
Certain Negative Covenants of Seller. Except as Buyer may otherwise consent in writing, or as contemplated by this Agreement, between the date of this Agreement and Closing, Seller shall not (a) modify, terminate, renew, suspend, or abrogate any Contract, (b) enter into any transaction or permit the taking of any action that would result in any of the representations and warranties contained in this Agreement not being true and correct when made or at Closing, (c) engage in any marketing, subscriber installation, disconnection or collection practices that are inconsistent with usual, regular and ordinary past practices of Seller, or (d) implement any increase or decrease in the rates for cable television service or charges for equipment or installation or make any changes in channel lineups or implement any retiering or repackaging of cable television programming offered by the SMATV Systems.
Certain Negative Covenants of Seller. Except as Buyer may otherwise consent in writing, or as contemplated by this Agreement, between the date of this Agreement and Closing, Seller shall not (a) modify, terminate, renew, suspend, or abrogate any Contract, (b) enter into any transaction or permit the taking of any action that would result in any of the representations and warranties contained in this Agreement not being true and correct when made or at Closing, (c) engage in any marketing, subscriber installation, or collection practices that are inconsistent with such practices of Seller, or (d) implement any increase or decrease in the rates for cable television service or charges for equipment or installation or make any changes in channel lineups.
