Interim Management-Negative Covenants. From the date of this Agreement to the Closing Date, the Vendor will not, and will not permit the Company to, without the prior consent in writing of the Purchaser:
a) purchase or sell, consume or otherwise dispose of any of its assets in connection with the Business;
b) enter into any contract or assume or incur any liability relating to or in any way affecting the Business except in the ordinary course of business and which are not material;
c) settle any accounts receivable of a material nature at less than face value net of the reserve for that account;
d) waive or surrender any material right in connection with the Business;
e) discharge, satisfy or pay any lien, encumbrance, obligation or liability in connection with the Business; or
f) make any capital expenditures or commitment for any capital expenditures in connection with the Business.
Interim Management-Negative Covenants. From the date of this Agreement to the Closing Date, the Vendor will not permit the Company, without the prior consent in writing of the Purchasers to:
(a) purchase or sell, consume or otherwise dispose of any of its assets except in the ordinary course of business;
(b) enter into any contract or assume or incur any liability except in the ordinary course of business and which is not material;
(c) settle any account receivable of a material nature at less than face value net of the reserve for that account;
(d) waive or surrender any material right;
(e) discharge, satisfy or pay any mortgage, pledge, deed of trust, lien, claim, encumbrance, charge, obligation or liability except in the ordinary course of business; or
(f) make any capital expenditure or commitment for any capital expenditure except in the ordinary course of business.
Interim Management-Negative Covenants. From the date of this Agreement to the Closing Date, the Vendor will not permit the Company, without the prior written consent of the Purchaser, to:
(a) purchase or sell, consume or otherwise dispose of any of its assets except in the ordinary course of business;
(b) enter into any contract or assume or incur any liability except in the ordinary course of business and which is not material;
(c) settle any account receivable of a material nature at less than face value net of the reserve for that account;
(d) waive or surrender any material right;
(e) discharge, satisfy or pay any mortgage, pledge, deed of trust, lien, claim, encumbrance, charge, obligation or liability except in the ordinary course of business; or
(f) make any capital expenditure or commitment for any capital expenditure, distributions, share issuances or undertake any activity which will adversely affect the Company.
Interim Management-Negative Covenants. From the date of this Agreement to the Closing Date, the Vendor will not permit the Company, without the prior consent in writing of the Purchaser, to:
(a) purchase or sell, consume, or otherwise dispose of any of its assets except in the ordinary course of business;
(b) enter into any contract or assume or incur any liability except in the ordinary course of business and which is not material;
(c) settle any account receivable of a material nature at less than face value net of the reserve for that account;
(d) waive or surrender any material right;
(e) discharge, satisfy or pay any mortgage, pledge, deed of trust, lien, claim, encumbrance, charge, obligation, or liability except in the ordinary course of business;
(f) make any capital expenditure or commitment for any capital expenditure;
(g) declare dividends or repay any shareholder loans;
(h) increase the wages or remuneration payable to any person, other than in the ordinary course of business; or
(i) declare any bonuses payable to any person, other than in the ordinary course of business.
Interim Management-Negative Covenants. From the date of this Agreement to the Closing Date, the Vendor and Wave Wireless will not permit any of the Acquired Companies, without the prior consent in writing of the Purchaser to:
(a) purchase or sell, consume or otherwise dispose of any of its assets except in the ordinary course of business;
(b) enter into any contract or assume or incur any liability except in the ordinary course of business or which is not material;
(c) settle any account receivable of a material nature at less than face value net of the reserve for that account;
(d) waive or surrender any material right;
(e) discharge, satisfy or pay any Encumbrance or other obligation or liability except in the ordinary course of business or as specifically required hereunder;
(f) make any capital expenditure or commitment for any capital expenditure; or
(g) make any changes to existing accounting practices related to any of the Acquired Companies, except as required by law or generally accepted accounting principles, or make any material Tax election inconsistent with past practice.
Interim Management-Negative Covenants. From the date of this Agreement to the Closing Date the Principal Shareholders will not without the prior consent in writing of Barrington permit ABP to, other than in the ordinary course of the Business:
Interim Management-Negative Covenants. From the date of this Agreement to the Closing Date, the Company will not, and the Vendors will not permit the Company to, without the prior consent in writing of the Purchaser:
(a) purchase or sell, consume or otherwise dispose of any of its assets except in the ordinary course of business;
(b) enter into any contract or assume or incur any liability except in the ordinary course of business and which is not material;
(c) settle any account receivable of a material nature at less than face value net of the reserve for that account;
(d) waive or surrender any material right;
(e) solicit any interest in the purchase of the Shares or the assets of the Company, or negotiate with any other prospective buyer or accept any other offer from any other prospective buyer with respect to the purchase of the Shares or the assets of the Company;
(f) discharge, satisfy or pay any mortgage, pledge, deed of trust, lien, claim, encumbrance, charge, obligation or liability except in the ordinary course of business; or
(g) make any capital expenditure or commitment for any capital expenditure.
Interim Management-Negative Covenants. From the date of this Agreement to the Closing Date, the Seller will not, and will not permit any TK Company to, without the prior consent in writing of Sonic:
(i) except in the Ordinary Course of Business, purchase or sell, consume or otherwise dispose of any of the Assets;
(ii) enter into any contract or assume or incur any liability relating to or in any way affecting the Business except in the Ordinary Course of Business;
(iii) settle any accounts receivable of a material nature at less than face value;
(iv) waive or surrender any material right in connection with the Business;
(v) discharge, satisfy or pay any lien, encumbrance, obligation or liability in connection with the Business except in the Ordinary Course of Business;
(vi) make any material capital expenditures or commitment for any material capital expenditures in connection with the Business; or
(vii) issue any securities in the capital of a TK Company or any securities convertible or exchangeable into securities in the capital of a TK Company or transfer or grant an Encumbrance over any currently issued securities in the capital of a TK Company to any Person.
Interim Management-Negative Covenants. From the date of this Agreement to the Closing Date, the Vendor will not permit the Company or the A SUB, without the prior consent in writing of the Purchaser, to:
(a) purchase or sell, consume or otherwise dispose of any of its assets except in the ordinary course of business;
(b) enter into any contract or assume or incur any liability except in the ordinary course of business and which is not material;
(c) settle any account receivable of a material nature at less than face value net of the reserve for that account;
(d) waive or surrender any material right;
(e) discharge, satisfy or pay any mortgage, pledge, deed of trust, lien, claim, encumbrance, charge, obligation or liability except in the ordinary course of business; or
(f) make any capital expenditure or commitment for any capital expenditure, distributions, share issuances or undertake any activity which will adversely affect the Company or the A SUB.
Interim Management-Negative Covenants. From the date of this Agreement to the Closing Date, the Vendor will not permit the Company, without the prior consent in writing of the Purchaser, to:
(a) purchase or sell, consume, or otherwise dispose of any of its assets except in the ordinary course of business;
(b) enter into any contract or assume or incur any liability except in the ordinary course of business and which is not material;
(c) settle any account receivable of a material nature at less than face value net of the reserve for that account; CW16951744.8
(d) waive or surrender any material right;
(e) discharge, satisfy or pay any mortgage, pledge, deed of trust, lien, claim, encumbrance, charge, obligation, or liability except in the ordinary course of business;
(f) make any capital expenditure or commitment for any capital expenditure;
(g) declare dividends or repay any shareholder loans;
(h) increase the wages or remuneration payable to any person, other than in the ordinary course of business; or
(i) declare any bonuses payable to any person, other than in the ordinary course of business.
