Covenant Not to Xxx Other Subsidiaries Sample Clauses

Covenant Not to Xxx Other Subsidiaries. At the Closing, the Purchaser shall agree and cause DVIFS and DVIBC to agree, not to xxx, obtain judgment, or otherwise exercise rights and remedies held by DVIFS and DVIBC under the DVI Finance Agreements against the Other Subsidiaries, or to enforce or collect indebtedness due to DVIBC and DVIFS by the Other Subsidiaries under the DVI Finance Agreements (the “Covenant Not to Xxx Other Subsidiaries”); provided, however, the Covenant Not to Xxx Other Subsidiaries shall expressly exclude any judicial or non-judicial action required by DVI to enforce and execute upon property of the Other Subsidiaries which is encumbered by the DVI Liens other than the Purchase Price paid under this Agreement and earnings thereon; and, further provided, that upon occurrence of any of the following, the Covenant Not to Xxx shall terminate (in the case of subsections (i) and (iii) below, shall terminate only as to such Other Subsidiaries), without further notice or demand by DVIFS or DVIBC, in which case DVIBC and DVIFS shall be free to exercise any and all rights and remedies available to one or both of them under the DVI Finance Agreements and applicable law: (i) the filing of a petition under the Bankruptcy Code by or against an Other Subsidiary commencing a case under the Bankruptcy Code which petition is not dismissed within sixty (60) days after the filing thereof; (ii) the commencement of any judicial or non-judicial action by any Seller Entity, Other Subsidiary, or any party acting by, on behalf of, or through any of them or their respective estates, successors, or assigns against a DVI Party concerning or related to the DVI Finance Agreements, the Acquisition, this Agreement and the transactions contemplated hereunder, or the extension by any DVI Party of loans or financing to the Seller Entities, including but not limited to, the Other Subsidiaries and the Selling Subsidiaries; or (iii) the appointment of a receiver with respect to, or assets of, an Other Subsidiary which appointment is not dismissed within sixty (60) days after appointment of such receiver.
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Related to Covenant Not to Xxx Other Subsidiaries

  • No Other Subsidiaries Other than equity interests in Finance Corp and equity interests in the Subsidiaries, none of the MarkWest Entities owns, and at the applicable Closing Date, none will own, directly or indirectly, any equity or long-term debt securities of any corporation, partnership, limited liability company, joint venture, association or other entity.

  • Other Subsidiaries Except where a failure to satisfy such representation would not have a Material Adverse Effect, each of the Subsidiaries of the Borrower (other than the Subsidiary Guarantors) (i) is a corporation, limited partnership, general partnership, limited liability company or trust duly organized under the laws of its State of organization and is validly existing and in good standing under the laws thereof, (ii) has all requisite power to own its property and conduct its business as now conducted and as presently contemplated and (iii) is in good standing and is duly authorized to do business in each jurisdiction where Real Estate owned or leased by it is located (to the extent such authorization is required by Applicable Law).

  • Covenant Not to Xxx The parties covenant that under no conditions will any party or any affiliate file any action against the other (except only requests for injunctive or other equitable relief) in any forum other than before the American Arbitration Association, and the parties agree that any such action, if filed, shall be dismissed upon application and shall be referred for arbitration hereunder with costs and attorney's fees to the prevailing party.

  • Covenant Not to Sxx The parties covenant that under no conditions will any party or any affiliate file any action against the other (except only requests for injunctive or other equitable relief) in any forum other than before the American Arbitration Association, and the parties agree that any such action, if filed, shall be dismissed upon application and shall be referred for arbitration hereunder with costs and attorney's fees to the prevailing party.

  • Continuing Covenant Not to Compete or Interfere with Relationships Regardless of anything herein to the contrary, following a termination by the Bank or Executive pursuant to Section 10(e) or 10(f):

  • Subsidiaries; Affiliates; Capitalization; Solvency (a) Each Borrower and Guarantor does not have any direct or indirect Subsidiaries or Affiliates and is not engaged in any joint venture or partnership except as set forth in Schedule 8.12 to the Information Certificate.

  • Subsidiaries All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. If the Company has no subsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.

  • Covenant Not to Disparage During the Restrictive Period and thereafter, Executive shall not disparage, denigrate or derogate in any way, directly or indirectly, the Company, any of its Subsidiaries or Affiliates, or any of its or their respective agents, officers, directors, employees, parent, subsidiaries, affiliates, Affiliated Practices, affiliated doctors (including any physicians who utilize or have invested in any Affiliated Practice), representatives, attorneys, executors, administrators, successors and assigns (collectively, the “Protected Parties”), nor shall Executive disparage, denigrate or derogate in any way, directly or indirectly, his/her experience with any Protected Party, or any actions or decisions made by any Protected Party.

  • Covenant Not to Solicit Employees The Executive agrees not to solicit the services of any officer or employee of the Employer for one year after the Executive’s employment termination.

  • Affiliates and Subsidiaries Borrower's affiliates and subsidiaries (those entities in which Borrower has either a controlling interest or at least a 25% ownership interest) and their addresses, and the names of Borrower's principal shareholders, are as provided on a schedule delivered to Bank on or before the date of this Agreement.

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