General Negative Covenants Clause Samples
General Negative Covenants are contractual provisions that restrict a party, typically a borrower or business, from engaging in certain actions without the prior consent of the other party, often a lender or investor. These covenants commonly prohibit activities such as incurring additional debt, selling key assets, or making significant changes to business operations. By imposing these limitations, the clause helps protect the interests of the party seeking assurance, ensuring that the other party does not take actions that could increase risk or undermine the value of the agreement.
General Negative Covenants. During the term hereof and so long as any Guaranteed Obligations remain unpaid or unperformed, Guarantor will not:
General Negative Covenants. Without the prior written consent of Lender, Borrower shall not at any time during the term of the Revolving Credit:
General Negative Covenants. 31 8.4 Disclosure of Misrepresentations and Breaches.............31 8.5
General Negative Covenants. Seller shall not take, and Shareholder will not permit Seller to take, any of the following actions without the prior written consent of Purchaser:
(a) entering into or amending or assuming any contract, agreement, obligation, lease, license or commitment related to the Business or the Assets (or of a type included in the Assets) other than in accordance with the provisions of Section 7.1;
(b) except in the ordinary course of business and consistent with past practice, selling, leasing, abandoning or otherwise disposing of any of the Assets, including, but not limited to, real property, machinery, equipment or other operating properties;
(c) engaging in any activities or transactions that might adversely affect the Assets or the Business;
(d) making any organizational change or personnel change, or increasing the compensation or benefits of any officer or employee of Seller, other than normal compensation and benefit adjustments in the ordinary course of the Business consistent with past practice; or
(e) selling or agreeing to sell 10 or more new trucks in any single transaction or any series of related transactions at a gross margin of less than 3 1/2%, or purchasing or agreeing to purchase 10 or more used trucks in a single transaction or any series of related transactions.
General Negative Covenants. The Borrower and each of its Subsidiaries shall comply with the following covenants so long as any Loan or any other amounts due under the Loan Documents remain unpaid or the Lenders have a commitment to lend hereunder.
General Negative Covenants. The Borrowers covenant and agree to and with the Lenders that, unless the Lenders consent in writing, so long as an Advance, Bankers' Acceptance or other obligation of the Borrowers is outstanding or the Commitment of the Lenders has not been wholly terminated:
General Negative Covenants. During the term of this Agreement and until the Indebtedness secured hereby has been indefeasibly paid in full and all of Lender’s obligations to make advances under this Agreement have terminated, Borrower covenants and agrees that it shall not, without ▇▇▇▇▇▇’s prior written consent, do any of the following:
(a) Incur or permit to exist any pledge, title retention lien or other lien, encumbrance, or security interest with respect to any of the Collateral, except liens in favor of Lender and Permitted Encumbrances.
(b) Delegate, transfer, or assign any of its Obligations under any Loan Document, or any part thereof, to any other Person.
(c) Be a party to or participate in: (i) any merger or consolidation; (ii) any purchase or other acquisition of all or substantially all of the assets or properties or shares of any class of, or any partnership or joint venture interest in, any other corporation or any other Person; or (iii) any sale, transfer, conveyance, or lease of all or substantially all of Borrower’s assets or properties.
(d) Incur, assume or suffer to exist any debt (including any contingent liabilities, or otherwise become liable upon the obligations of any Person by assumption, endorsement or guaranty thereof or otherwise) other than the Indebtedness.
(e) Change its name, convert from one type of entity to another type, change its principal place of business in violation of Section 5.1(m), or make any material changes in the nature of its business as carried on as of the date hereof.
(f) Initiate any activities in any State other than Approved States without consent of Lender, which consent may be withheld in the sole and absolute discretion of Lender.
(g) Use Lender’s or ▇▇▇▇▇▇’s name in connection with any of its business operations (the foregoing is not intended to permit or authorize Borrower to make any contract on behalf of ▇▇▇▇▇▇).
(h) Amend, modify or otherwise change in any respect the Underwriting Guidelines, the form Mortgage Loan Documents and/or the Random Selection Policy without the prior written consent of Lender, unless such amendment, modification or changes makes the Underwriting Guidelines and/or the Random Selection Policy stricter and Lender promptly, but in any event no more than 7 days following such change, receives a copy of such revised Underwriting Guidelines and/or Random Selection Policy.
(i) Amend and/or modify, or otherwise waive any of its rights under, any Bridge Mortgage Loan and/or the applicable Mortgage Loan D...
General Negative Covenants. 58 9.1 Indebtedness..................................................................................58 9.1.1
General Negative Covenants not until after the Final Discharge Date, save to the extent permitted by the Relevant Transaction Documents or with the prior written consent of the Trustee:
8.1 carry on any business or enter into any documents other than those contemplated by the Relevant Transaction Documents;
8.2 except as contemplated by the Transaction Documents, sell, convey, transfer, lease, assign or otherwise dispose of or agree or attempt or purport to sell, convey, transfer, lease or otherwise dispose of or use, invest or otherwise deal with any of its properties, assets or undertaking or grant any option or right to acquire the same;
8.3 grant, create or permit to exist any Encumbrance over (including the grant of security or trust over or the occurrence of execution or diligence in respect of) the Assigned Rights other than any Permitted Encumbrance;
8.4 pay dividends or make other distributions to its members out of profits available for distribution and then only in the manner permitted by its constitutive documents and by applicable laws;
8.5 incur or permit to subsist any indebtedness whatsoever;
8.6 make any loans, grant any credit or give any guarantee or indemnity to or for the benefit of any person or otherwise voluntarily assume any liability, whether actual or contingent, in respect of any obligation of any other person;
8.7 consolidate or merge with any other person;
8.8 surrender any losses to any other company;
8.9 have any employees or premises or have any subsidiary undertaking (as defined in Section 1162 of the Companies Act 2006) or become a director of any company;
8.10 have an interest in any bank account other than the Issuer Accounts and the bank account opened to hold its share capital and annual profit unless such account or interest is charged to the Trustee on terms acceptable to it;
8.11 amend, supplement or otherwise modify its constitutive documents; and
8.12 permit the validity or effectiveness of the Trust Documents or of the Security to be impaired or to be amended, hypothecated, subordinated, terminated or discharged.
General Negative Covenants. Seller shall not take any of the following actions without the prior written consent of Purchaser:
(a) entering into or amending or assuming any contract, agreement, obligation, lease, license or commitment related to the Business or the Assets (or of a type included in the Assets) other than in accordance with the provisions of Section 7.1;
(b) entering into or amending or assuming any mortgage, pledge, conditional sale or other title retention agreement, lien, encumbrance or charge of any kind upon any of the Assets, or selling, leasing, abandoning or otherwise disposing of any of the Assets, including, but not limited to, real property, machinery, equipment or other operating properties;
(c) engaging in any activities or transactions that might adversely affect the Assets or the Business; or
(d) increasing the compensation of any officer or employee of Seller associated with the Business, other than normal compensation adjustments in the ordinary course of the Business consistent with past practice.