KAPS Holdco Party Negative Covenants Sample Clauses

KAPS Holdco Party Negative Covenants. The Borrower shall ensure that, on and from the Initial KAPS Facility Drawdown Date, no KAPS Holdco Party shall: (i) create, incur, assume or permit to be outstanding any Debt other than any Debt incurred in favour of the Borrower or amongst the KAPS Holdco Parties; (ii) create, issue, incur, assume, have outstanding or permit to exist any Liens on any of its or their present or future Property, except for KAPS Permitted Liens; (iii) provide any Financial Assistance except in support of the other KAPS Holdco Party; (iv) enter into any transaction, including the purchase, sale or exchange of any Property or the rendering of any services, with any of its shareholders, partners or with any of their respective Affiliates, or with any of its or their directors or officers, or enter into, assume or suffer to exist any employment, consulting or analogous agreement or arrangement with any such shareholder, partner or Affiliate or with any of its directors or officers, except a transaction or agreement or arrangement which is upon fair and reasonable terms not less favourable to the applicable KAPS Holdco Party that it would obtain in comparable arms-length transaction; provided that such restriction will not apply to (A) any transaction solely among the KAPS Holdco Parties and the Obligors, (B) the receipt of contributions or shareholder loans from the Obligors and the issuance of equity interests or debt instruments in connection therewith, (C) transactions involving the equity interests of the KAPS Holdco Parties pursuant to which the Obligors dispose, sell or otherwise assign such equity interests, (D) transactions specifically contemplated by the KAPS Material Documents, and (E) any other transaction specifically permitted hereunder; (v) fundamentally and substantively alter the character of its business from the business conducted by, contemplated to be conducted by or proposed to be conducted by it on the Amendment Effective Date and other business activities which are extensions thereof or otherwise incidental, synergistic, reasonably related, or ancillary to any of the foregoing; (vi) liquidate, dissolve or wind up or take any steps or proceedings in connection therewith or enter into any transaction or series of transactions whereby all or substantially all of its Property would become the property of any other Person (herein called a “KAPS Holdco Successor”) whether by way of reconstruction, reorganization, recapitalization, consolidation, amalgamation, ...
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Related to KAPS Holdco Party Negative Covenants

  • Certain Negative Covenants So long as any Recovery Bonds are Outstanding, the Issuer shall not: (a) except as expressly permitted by this Indenture and the other Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Recovery Bond Collateral, unless directed to do so by the Indenture Trustee in accordance with Article V; (b) claim any credit on, or make any deduction from the principal or premium, if any, or interest payable in respect of, the Recovery Bonds (other than amounts properly withheld from such payments under the Code or other tax laws) or assert any claim against any present or former Holder by reason of the payment of the taxes levied or assessed upon any part of the Recovery Bond Collateral; (c) terminate its existence or dissolve or liquidate in whole or in part, except in a transaction permitted by Section 3.10; (i) permit the validity or effectiveness of this Indenture or the other Basic Documents to be impaired, or permit the Lien of this Indenture and the Series Supplement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Recovery Bonds under this Indenture except as may be expressly permitted hereby, (ii) permit any Lien (other than the Lien of this Indenture or of the Series Supplement) to be created on or extend to or otherwise arise upon or burden the Recovery Bond Collateral or any part thereof or any interest therein or the proceeds thereof (other than tax liens arising by operation of law with respect to amounts not yet due), or (iii) permit the Lien of this Indenture or of the Series Supplement not to constitute a valid first priority perfected security interest in the Recovery Bond Collateral; (e) elect to be classified as an association taxable as a corporation for federal income tax purposes or otherwise take any action, file any tax return, or make any election inconsistent with the treatment of the Issuer, for purposes of federal taxes and, to the extent consistent with applicable State tax law, State income and franchise tax purposes, as a disregarded entity that is not separate from the sole owner of the Issuer; (f) change its name, identity or structure or the location of its chief executive office, unless at least ten (10) Business Days’ prior to the effective date of any such change the Issuer delivers to the Indenture Trustee (with copies to the Rating Agencies) such documents, instruments or agreements, executed by the Issuer, as are necessary to reflect such change and to continue the perfection of the security interest of this Indenture and the Series Supplement; (g) take any action which is subject to a Rating Agency Condition without satisfying the Rating Agency Condition; (h) except to the extent permitted by applicable law, voluntarily suspend or terminate its filing obligations with the SEC as described in Section 3.07(g); or (i) issue any recovery bonds under the Wildfire Financing Law or any similar law (other than the Recovery Bonds).

  • BORROWER'S NEGATIVE COVENANTS Borrower covenants and agrees that, so long as any of the Commitments hereunder shall remain in effect and until payment in full of all of the Loans and other Obligations and the cancellation or expiration of all Letters of Credit, unless Requisite Lenders shall otherwise give prior written consent, Borrower shall perform, and shall cause each of its Subsidiaries to perform, all covenants in this Section 7.

  • Additional Negative Covenants Not to, without the Bank’s written consent: (a) Enter into any consolidation, merger, or other combination, or become a partner in a partnership, a member of a joint venture, or a member of a limited liability company. (b) Acquire or purchase a business or its assets. (c) Engage in any business activities substantially different from the Borrower’s present business. (d) Liquidate or dissolve the Borrower’s business.

  • AFFIRMATIVE AND NEGATIVE COVENANTS The Borrower covenants and agrees that, so long as any Bank has any Commitment hereunder or any Obligations remain unpaid:

  • NEGATIVE COVENANTS So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, the Borrower shall not, nor shall it permit any Subsidiary to, directly or indirectly:

  • CERTAIN NEGATIVE COVENANTS OF THE BORROWER The Borrower covenants and agrees that, so long as any Loan, Unpaid Reimbursement Obligation, Letter of Credit or Note is outstanding or any Bank has any obligation to make any Loans or the Agent has any obligations to issue, extend or renew any Letters of Credit:

  • Negative Covenant Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers will not, and will cause the Company not to, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 is likely to occur.

  • Negative Covenants of the Borrower So long as any Advance shall remain unpaid or the Liquidity Provider shall have any Maximum Commitment hereunder or the Borrower shall have any obligation to pay any amount to the Liquidity Provider hereunder, the Borrower will not appoint or permit or suffer to be appointed any successor Borrower without the prior written consent of the Liquidity Provider, which consent shall not be unreasonably withheld or delayed.

  • Additional Affirmative Covenants All affirmative covenants made by the Borrowers or Guarantors or any of them in the Credit Agreement are incorporated herein by reference and are hereby also made by Trustor as to itself and the Trust Property as though such covenants were set forth at length herein as the covenants of Trustor.

  • AFFIRMATIVE COVENANTS So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, the Borrower shall, and shall (except in the case of the covenants set forth in Sections 6.01, 6.02, and 6.03) cause each Subsidiary to:

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