Contractual Restrictions. You represent and warrant to Quaker that: (a) there are no restrictions, agreements, or understandings to which you are a party that would prevent or make unlawful your employment with Quaker and (b) your employment by Quaker shall not constitute a breach of any contract, agreement, or understanding, oral or written, to which you are a party or by which you are bound.
Contractual Restrictions. Borrower is not a party to any indenture, loan or credit agreement or any lease or other agreement or instrument or subject to any charter or corporate restriction, which would result in a Material Adverse Effect.
Contractual Restrictions. For as long as any shares of Series A Preferred Stock are outstanding, neither the Company nor its Subsidiaries will enter into any Contract that would prohibit or limit the Company's ability to pay dividends on the Series A Preferred Stock or to redeem or effect the conversion of the Series A Preferred Stock in accordance with the Series A Certificate of Designations.
Contractual Restrictions. Neither the Borrower nor any of its Subsidiaries shall be subject to any Requirement of Law or any contractual or other restrictions that would be violated by the consummation of the Transactions or the other transactions hereby, including the granting of security interests and guarantees required by this Agreement, except to the extent that any such violation would not reasonably be expected to have a material adverse effect on (i) the business, assets, condition (financial or otherwise) or results of operations of the Borrower and its Subsidiaries taken as a whole, (ii) (A) the validity or enforceability of this Agreement or the other Credit Documents, or (B) the rights or remedies of the Administrative Agent or the Lenders hereunder or thereunder, or (iii) the ability of the Borrower or any of its Subsidiaries taken as a whole to satisfy their obligations hereunder or thereunder.
Contractual Restrictions. No party shall be required to comply with the first opportunity and notification rights set forth in Article II of this Agreement if such compliance would violate any confidentiality requirement or other contractual restriction binding on such party.
Contractual Restrictions. 14.1 The Company undertakes to the MediaOne Group that so long as the MediaOne Shareholders own more than 5 per cent. of the Company's issued Ordinary Shares and so long as the contractual restrictions described in Part I of Schedule 1 remain in effect, the Company will not knowingly take or omit to take (and will not permit its Controlled Affiliates to take or omit to take) any action that could cause a breach or violation of the contractual restrictions (as such exist on the date hereof) described in Part I of Schedule 1, and also undertakes to the TINTA Group that for so long as the TINTA Shareholders own more than 5 per cent. of the Company's issued Ordinary Shares and so long as the contractual restrictions described in Part II of Schedule 1 remain in effect, that the Company will not knowingly take or omit to take (and will not permit its Controlled Affiliates to take or omit to take) any action that could cause a breach or violation of the contractual restrictions (as such exist on the date hereof) described in Part II of Schedule 1.
Contractual Restrictions. Seller has not entered into any prepayments arrangement, take-or-pay arrangement, buydown, property-specific hedging arrangement, buyout or storage arrangement, or production payment or any other arrangement to deliver oil and gas produced from the Subject Assets at some future time and/or for some future price which would be in effect as to the Subject Assets after the Effective Time.
Contractual Restrictions. The Company and its Subsidiaries shall ------------------------ not be subject to any contractual or other restrictions that would be violated by the Merger or the other transactions contemplated hereby, including the granting of security interests and guarantees under the Credit Documents and the documentation with respect to the Synthetic Lease Facility, except to the extent that any such violation would not reasonably be expected to have a material adverse effect on (i) the business, assets, condition (financial or otherwise) or results of operations of the Company and its Subsidiaries, taken as a whole, (ii) (A) the validity or enforceability of this Agreement, any of the Notes or the other Credit Documents or (B) the rights or remedies of the Administrative Agent or the Lenders hereunder or thereunder, or (iii) the ability of the Borrowers to satisfy their obligations hereunder or thereunder.
Contractual Restrictions. Create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to (i)(a) pay dividends or make any other distributions to Borrower or any of its Restricted Subsidiaries on its (1) Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any indebtedness owed to Borrower or any of its Restricted Subsidiaries, (ii) make loans or advances to Borrower or any of its Restricted Subsidiaries or (iii) transfer any of its properties or assets to Borrower or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (a) Existing Indebtedness as in effect on the date of this Agreement or any Permitted Refinancing Debt, (b) this Agreement, (c) the Indenture and the Senior Subordinated Notes, (d) applicable law, (e) any instrument governing Indebtedness or Capital Stock of a Person acquired by Borrower or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, (f) by reason of customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices, (g) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iii) above on the property so acquired and (h) restrictions relating to a Restricted Subsidiary formed for the sole purpose of engaging in accounts receivable financing.
Contractual Restrictions. Each Stockholder agrees that he or she will not offer, sell, assign, pledge, hypothecate, transfer or otherwise dispose of or reduce his or her risk with respect to any of the shares of Metals Stock issued to such Stockholder pursuant to this Agreement prior to the date one year after the date hereof. Certificates representing the Metals Stock issued to the Stockholders shall bear a legend or legends reflecting the foregoing restriction as well as the restrictions referred to in Section 14.2 hereof.
