Forbearance by Seller Sample Clauses

Forbearance by Seller. During the period from the date of this Agreement to the Effective Time, except as otherwise permitted or required by the terms of this Agreement, Seller shall not, without the prior written consent of Buyer:
AutoNDA by SimpleDocs
Forbearance by Seller. Without limiting the covenants set forth in Section 3.01(a) hereof, during the period from the date of this Agreement to the Effective Time, Seller shall not, and shall not permit the Seller Bank, without the prior written consent of Purchaser, which shall not be unreasonably withheld or delayed, to:
Forbearance by Seller. (a) From the date hereof through the Closing Date, except as otherwise contemplated by this Agreement, the Transaction Agreements or the transactions contemplated hereby or thereby, Seller covenants and agrees that it will cause each of CMI, CEL and their Subsidiaries not to, without the prior written consent of Buyer:
Forbearance by Seller. 37 Section 4.03 Conduct of Buyer's Business Prior to the Effective Time. 41 Article V. Covenants 42 Section 5.01 Acquisition Proposals. 42 Section 5.02 Certain Policies and Actions of Seller. 43 Section 5.03 Access and Information. 44 Section 5.04 Certain Filings, Consents and Arrangements. 45 Section 5.05 Additional Actions. 45 Section 5.06 Publicity. 46 Section 5.07 Stockholders Meeting. 46 Section 5.08 Proxy Statement. 46 Section 5.09 Notification of Certain Matters. 46
Forbearance by Seller. Without limiting the covenants set forth in Section 4.01 hereof, except as otherwise provided in this Agreement and except to the extent required by law or regulation or any Governmental Entity, during the period from the date of this Agreement to the Effective Time, Seller shall not, and shall not permit any of its Subsidiaries to, without the prior consent of Buyer, which consent shall not be unreasonably withheld:
Forbearance by Seller. From the date hereof through the Closing Date, except as otherwise contemplated by this Agreement, the Purchase and Sale Agreement and the transactions contemplated hereby or thereby, Seller covenants and agrees that it shall not, without the prior written consent of Buyer:
Forbearance by Seller. Without limiting the covenants set forth in Section 3.01(a) hereof, during the period from the date of this Agreement to the Effective Xxxx Xxxxxx shall not, and shall not permit any of its Subsidiaries, without the prior written consent of Purchaser, to:
AutoNDA by SimpleDocs
Forbearance by Seller. Seller will not, after the date hereof and prior to the Closing Date, without the prior written consent of Purchaser: (i) sell or dispose of any of the Assets (except Inventory sold in the ordinary course of business); (ii) mortgage, pledge or otherwise encumber any of the Assets; (iii) amend, modify or cancel, or waive any right of Seller under any Material Contract or any breach or default by Landlord under the Real Property Lease; (iv) alter in any way the manner in which it has regularly and customarily maintained the books of account and records of the Business; (v) increase the compensation payable to employees employed in the Business other than compensation increases made in the ordinary and usual course of business, consistent with past practices and existing policies; (vi) negotiate with or supply information to any Person or entity other than Purchaser regarding the sale of all or any portion of the Business or the Assets other than sales of Inventory in the ordinary course of business; or (vii) alter the Real Property in any way that would create an obligation under the Real Property Lease to restore the premises upon termination of the Real Property Lease.
Forbearance by Seller. Seller will not, after the date hereof and prior to Closing, without the prior written consent of Purchaser which consent will not be unreasonably withheld, delayed or denied: (i) sell or dispose of any Purchased Assets, except sales of finished goods in the ordinary course of business; (ii) other than (a) the termination of all credit facilities extended to Seller by PNC Bank National Association and the payment of all indebtedness thereunder, and (b) the termination of an agreement with, and the payment of all sums, if any, due, or claimed to be due to, Forty-Four Financial in connection with the procurement of certain financial opportunities for the benefit of Seller, amend, modify or cancel, or waive any material right of Seller under any Contract; (iv) enter into any new contract or agreement, other than in the ordinary course of business consistent with past practices; (v) alter in any way the manner in which Seller has regularly and customarily maintained the books of account and records of the Business; (vi) make any material income tax election which could cause Seller to lose its qualification as an "S" Corporation for federal and state law purposes; or (vii) increase the compensation payable to employees employed in the Business, other than compensation increases made in the ordinary and usual course of business, consistent with past practices and existing policies.
Forbearance by Seller. From the date hereof through the Closing Date, except as otherwise contemplated by this Agreement, the Company shall not, and Seller shall cause the Company not to, without the prior written consent of Buyer:
Time is Money Join Law Insider Premium to draft better contracts faster.