Forbearances by Seller Sample Clauses
Forbearances by Seller. Except as specifically contemplated by this Agreement, Seller shall not, and shall cause each of its Subsidiaries not to, from the date hereof until the Closing, without the written consent of Buyer:
(a) sell, dispose of, transfer or encumber any of the Purchased Assets except in the ordinary course of business;
(b) make any significant acquisition of assets with respect to the Business other than in the ordinary course of business or as contemplated by this Agreement;
(c) amend, modify or cancel any contract, agreement or commitment included in the Purchased Assets except in the ordinary course of business; provided that the amendment, modification or cancellation of any contract with a remaining term in excess of six months or which provides for aggregate payments in excess of $250,000 shall not be deemed to be in the ordinary course;
(d) enter into any employment, severance, compensation or similar agreements with any Business Employee other than in the ordinary course of business or as may be required by law or existing contractual arrangements;
(e) increase the compensation of, or benefits payable to, Business Employees other than in the ordinary course of business or as may be required by law or existing contractual arrangements;
(f) change the assumptions underlying or the methods of calculating any contingency or other reserve (excluding the reserve for doubtful accounts receivable and excluding any LIFO reserve to the extent necessary to be consistent with the Balance Sheet) relating to the Business except in accordance with this Agreement or as required by changes in GAAP; provided that no such change in GAAP shall be recognized for purposes of Article III of this Agreement;
(g) dispose of or permit to lapse any right to the possession, use or enjoyment of any Business Intellectual Property or dispose of or disclose to any unauthorized person any information concerning the Business Intellectual Property;
(h) enter into or renew any collective bargaining or labor agreement (oral and legally binding or written) with respect to the Business;
(i) cancel or reduce any insurance coverage relating to the Purchased Assets, unless such coverage is replaced; or
(j) agree, so as to legally bind Buyer whether in writing or otherwise, to take any of the actions set forth in this Section 7.2 and not otherwise permitted by this Agreement.
Forbearances by Seller. Seller covenant that except as contemplated by ---------------------- this Agreement, Seller shall not, after the date hereof and prior to the Closing Date, without the prior written consent of Purchaser, permit the Company to:
(a) change or amend its Articles of Incorporation or Bylaws (or other similar documents);
(b) issue, encumber, sell or otherwise dispose of any shares of its capital stock or any other securities (except upon the exercise of currently outstanding options), pledge or agree to pledge any capital stock or other securities owned by it, acquire directly or indirectly, by redemption or otherwise, any such capital stock, reclassify, combine or split up any such capital stock or grant or enter into any options, warrants, calls or commitments of any kind with respect thereto;
(c) except as permitted by Section 2.6 above, declare, set aside or pay any dividend payable in cash, stock or property, or make any other distribution with respect to its capital stock or redeem or otherwise acquire any of its securities;
(d) except in the ordinary course of business, incur or assume any debt, or assume, guarantee or otherwise become liable or responsible for the obligations of any other person or make any loans, advances or capital contributions to, or investments in, any other person or entity, or grant any security interest on any properties or assets of the Company; MERGER AGREEMENT - Page 20 ----------------
(e) merge or consolidate with any other person or entity, or organize any new subsidiary or other person or entity, acquire any capital stock or other equity securities or all or substantially all of the assets of any person or entity or acquire any equity or other ownership interest in any business or person or entity;
(f) cancel any debt or waive any claim or right or cancel any debts or waive any claims or rights;
(g) transfer, lease, license, sell, mortgage, pledge, dispose of or encumber any of its properties or assets, other than property disposed of in the ordinary course of business consistent with past practice;
(h) grant any increase in the compensation payable or to become payable by the Company or enter into any new employment agreement, severance agreement or other contract or arrangement with respect to the performance of personal services, or adopt any new, or amend or otherwise increase the amounts payable or to become payable under any existing, bonus, incentive compensation, deferred compensation, profit sharing, stock option...
Forbearances by Seller. 31 6.4 Insurance, Landfill, Financial Security.................... 32 6.5 Negotiations with Others................................... 32 6.6 Investigation of Businesses and Properties................. 32 6.7 Confidentiality............................................ 32 6.8
Forbearances by Seller. Sellers covenant that except as contemplated by this Agreement, Sellers shall not, after the date hereof and prior to the Closing Date, without the prior written consent of Purchaser:
(a) sell any Assets not in the ordinary course of business;
(b) mortgage, pledge or otherwise encumber any of the Assets;
(c) enter into any employment, independent contractor agreement or arrangement relating to any of the Assets or the Business other than in the ordinary course of business consistent with past practice;
(d) take any action, or fail to take any action, the result of which can reasonably be expected to be a termination of or material default under any Scheduled Contract or Permit;
(e) materially amend, modify or terminate, or agree to materially amend, modify or terminate any Scheduled Contract;
(f) fail to maintain the confidential treatment or otherwise fail to preserve any of its proprietary rights; or
(g) enter into any agreement to do any of the things described in clauses (a) through (f) above.
Forbearances by Seller. Seller covenants that except as contemplated by this Agreement, Seller shall not, after the date hereof and prior to the Closing, without the prior written consent of Purchaser:
(a) sell any assets not in the ordinary course of business;
(b) mortgage, pledge or otherwise encumber any of its properties or assets;
(c) make any commitments for capital expenditures or other commitment or transaction other than in the ordinary course of business or, in any event, in excess of $25,000;
(d) enter into or modify the terms of any existing employment, consulting, brokerage or commission agreement or arrangement with any Affiliate thereof, or other than in the ordinary course of business consistent with past practice with any other Person;
(e) take any action, or fail to take any action, the result of which can reasonably be expected to be a termination of or material default under any Scheduled Contract or any Vehicle Lease;
(f) materially amend, modify or terminate, or agree to materially amend, modify or terminate any Scheduled Contract or any Vehicle Lease;
(g) fail to maintain the confidential treatment or otherwise fail to preserve any of its Proprietary Rights;
(h) enter into any agreement to do any of the things described in clauses (a) through (g) above.
Forbearances by Seller. Except as expressly contemplated by this Agreement, without the prior written consent of Acquiror, during the period from the date of this Agreement to the Closing Date, Seller shall not (and shall ensure that the Companies do not):
(a) sell, lease, transfer, assign or otherwise dispose of any real property or any other material assets of the Companies, other than (i) a disposal of real property in the ordinary course that has a value of $100,000 or less and, together with all such disposals, has a value of $1,000,000 or less and (ii) sales of personal property in the ordinary course of business;
(b) make any capital expenditure or commitment for capital expenditures in excess of $50,000 without prior notice to Acquiror or its designee;
Forbearances by Seller. Seller covenants that except as contemplated by this Agreement, Seller shall not, after the date hereof and prior to the Closing Date, without the prior written consent of Purchaser, permit the Company to:
(a) change or amend its Articles of Incorporation or Bylaws (or other similar documents);
(b) issue, encumber, sell or otherwise dispose of any shares of its capital stock or any other securities (except upon the exercise of currently outstanding options), pledge or agree to pledge any capital stock or other securities owned by it, acquire directly or indirectly, by redemption or otherwise, any such capital stock, reclassify, combine or split up any such capital stock or grant or enter into any options, warrants, calls or commitments of any kind with respect thereto;
(c) declare, set aside or pay any dividend payable in cash, stock or property, or make any other distribution with respect to its capital stock or redeem or otherwise acquire any of its securities;
(d) except in the ordinary course of business, incur or assume any debt, or assume, guarantee or otherwise become liable or responsible for the obligations of any other person or make any loans, advances or capital contributions to, or investments in, any other person or entity, or grant any security interest on any properties or assets of the Company;
(e) merge or consolidate with any other person or entity, or organize any new subsidiary or other person or entity, acquire any capital stock or other equity securities or all or substantially all of the assets of any person or entity or acquire any equity or other ownership interest in any business or person or entity;
(f) cancel any debt or waive any claim or right or cancel any debts or waive any claims or rights; (g) transfer, lease, license, sell, mortgage, pledge, dispose of or encumber any of its properties or assets, other than property disposed of in the ordinary course of business consistent with past practice;
Forbearances by Seller. Except as specifically contemplated by this Agreement or any of the Schedules hereto, from the date hereof until the Closing, without the prior written consent of Buyer, X'Xxxxxxxx and Seller will not, and Seller will not cause the Canadian Subsidiary to: (i) sell, dispose of or transfer any of the Purchased Assets or any assets of the Canadian Subsidiary, except in the ordinary course of business; (ii) mortgage, pledge or otherwise encumber any of the Purchased Assets, the stock of the Canadian Subsidiary, or any assets of the Canadian Subsidiary; (iii) amend, modify or cancel any Material Contract or Lease; (iv) make any commitments for capital expenditures other than in the ordinary course of business or consistent with past practices; (v) increase in any manner the compensation of any of the officers of Seller or the Canadian Subsidiary, pay or agree to pay any pension or retirement allowance not required by an existing plan or agreement to any such officer or employee, or enter into or amend any employment agreement or any incentive compensation, profit sharing, savings, consulting, deferred compensation, retirement, pension or other benefit plan or arrangement with or for the benefit of any such officer, employee or other person on behalf of Seller or the Canadian Subsidiary unless such action is required by an existing agreement and such agreeement has been disclosed; (vi) enter into any contract (other than purchase orders) which will require an expenditure of more than $30,000 by Seller or the Canadian Subsidiary or enter into any purchase order which will require an expenditure of more than $150,000; (vii) alter the manner in which it has regularly and customarily maintained the books of account and records of Seller or the Canadian Subsidiary, except as contemplated by the Schedule of Adjustments; (viii) assume, guarantee, endorse or otherwise become responsible for the obligations of any other individual or business entity, or make loans or advances to any individual or business entity, except in the ordinary and usual course of business and consistent with past practices; (ix) declare, set aside or pay any dividend in cash or property with respect to its capital stock; (x) split, combine or otherwise similarly change its capital stock, or redeem any of its capital stock; (xi) authorize the creation or issuance of, or issue or sell any shares of Seller's or the Canadian Subsidiary's capital stock or any securities or obligations convertible int...
Forbearances by Seller. Except as expressly contemplated by this Agreement, without the prior written consent of Lafarge Canada, during the period from the date of this Agreement to the Closing Date, Seller shall not:
(a) sell, lease, transfer, assign or otherwise dispose of any real property or any other material assets of the Aggregate Business, other than sales of personal property in the ordinary course of business of the Seller;
(b) make any capital expenditure or commitment for capital expenditures in connection with the Aggregate Business in excess of $50,000;
(c) create, incur, guarantee or assume any obligation or liabilities in connection with the Aggregate Business, except to the extent created, incurred, guaranteed or assumed in the ordinary course of business and consistent with past practice;
(d) discharge or satisfy any encumbrance or liability in connection with the Aggregate Business (whether absolute, accrued, contingent or otherwise and whether due or to become due), other than encumbrances or current liabilities incurred in the ordinary course of business and consistent with past practice, and discharged or satisfied in the ordinary course of business and consistent will past practice;
(e) permit or allow any of the Purchased Assets to be mortgaged, pledged or subjected to any Lien, except Permitted Liens;
Forbearances by Seller. Without limiting the generality of Section 6.1.1 hereof, Seller covenants and agrees that it will not, and Xxxxxx covenants and agrees to cause Seller not to, without the prior written consent of Buyer:
(a) sell, lease, transfer or dispose of or enter into any agreement to dispose of any of the Purchased Assets, except in the ordinary course of business;
(b) waive or release any rights of material value, or cancel, compromise, release or assign any claims held by Seller;
(c) permit Seller to enter into, amend, modify, terminate or cancel any Assumed Contract, other than in the ordinary course of business;
(i) increase the salary and bonus compensation or fringe benefits payable to any of its directors, officers or employees; or (ii) pay or agree to pay any pension or retirement allowance not required by any existing employment agreement or employment plan to any such directors or officers; or (iii) commit itself to any employment agreement or employment plan with or for the benefit of any officer or director; or (iv) alter, amend or terminate in whole or in part, any employee pension or other benefit plan;
(e) agree or commit to do any of the things described above in this Section 6.1.2.