Common use of Negative Covenant Clause in Contracts

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Seller will not 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 3.13. is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Seller 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 3.13. 4.16 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Seller 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 3.13. 3.16 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Seller will not shall not, 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 3.13. is likely to §3.14 shall occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Seller will not 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 3.13. 2.8 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Seller 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 3.13. 3.14 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Seller will not, and will not cause or permit the Company to, without the prior consent of BuyerPurchaser, take (a) make any affirmative actionmodifications to any Material Contract except in the ordinary course of business and consistent with past business practices, or fail to take (b) enter into any reasonable action within their compromise or its control, as a result settlement of which any of the changes pending or events listed in Section 3.13. is likely to occurthreatened Litigation.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Seller 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 3.13. 3.15 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this AgreementAgreement or with the prior written consent of the Purchaser, between the date of this Agreement and the Closing Date, Seller Sellers will not, and will cause the Company not to, without the prior consent of BuyerPurchaser, 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 3.13. 3.7 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Seller Buyer will not not, without the prior consent of BuyerSellers, 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 3.13. 4.13 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Seller 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 3.13. 3.10 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Seller 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 3.13. 4.16 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreementherein, between the date of this Agreement and the Closing Date, Seller will shall not, and Shareholder shall not permit Seller to, without the prior consent written Consent of BuyerPurchaser, take (a) make any affirmative actionmodification to any material Contract or governmental authorization; or (b) enter into any compromise or settlement of any litigation, proceeding or fail governmental investigation relating to take any reasonable action within their the Sale Assets, the RSDL Business or its control, as a result of which any of the changes or events listed in Section 3.13. is likely to occurAssumed Obligations.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Seller will not not, 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 3.13. 2.15 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement the Balance Sheet and the Closing Date, Seller 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 3.13. 3.16 will occur or is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Seller Sellers will not, and will cause Newco 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 3.13. is 3.8 are likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreementherein, between the date of this Agreement and the Closing DateClosing, Seller will shall not, and Shareholders shall not permit Seller to, without the prior consent written Consent of BuyerPurchaser, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which could cause a materially adverse affect on the business or Coalthane System or increase any of the changes or events listed in Section 3.13. is likely to occurLiabilities.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Seller will not, and will use his reasonable best efforts to cause each Acquired Company not to, without the prior consent of Buyer, (a) take any affirmative action, or fail to take any reasonable action within their his or its control, as a result of which any of the changes or events listed in Section 3.13. 3.7 or Section 3.8 is likely to occur, or (b) make any material modification to any Contract.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, the Seller will not not, without the prior consent of Buyerthe Purchaser, 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 3.13. is likely to 3.12 could occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Seller will Sellers shall not, and shall 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 3.13. 3.15 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreementherein, between the date of this Agreement and the Closing Date, Seller will not shall not, without the prior written Consent of Buyer (which consent of Buyershall not be unreasonably withheld or delayed), 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 3.13. is 3.11 or 3.16 would be likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Seller Sellers will not not, without the prior written 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 3.13. 3.13 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Seller will not, and will cause the Company not to, without the prior consent of the 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 3.13. 4.1(h) is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, the Seller will not not, 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 3.13. 4.8 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted ----------------- by this Agreement, between the date of this Agreement and the Closing Date, Seller will not 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 3.13. is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreementherein, between the date of this Agreement and the Closing Date, Seller will not shall not, without the prior consent written Consent of Buyer, take (a) make any affirmative actionmodification to any material Contract or Governmental Authorization; or (b) enter into any compromise or settlement of any litigation, proceeding or fail governmental investigation relating to take any reasonable action within their the Assets or its control, as a result of which any of the changes or events listed in Section 3.13. is likely to occurAssumed Liabilities.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Seller 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 3.13. 3.30 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Seller will shall not, and shall cause the Companies not to, without the Buyer’s prior consent of Buyerconsent, 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 3.13. 3.15 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Seller will not, and will cause each Acquired 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 3.13. 4.16 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreementherein, between the date of this Agreement and the Closing DateClosing, Seller will shall not, and Shareholders shall not permit Seller to, without the prior consent written Consent of BuyerPurchaser, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which could cause a materially adverse affect on the business or Havelide System or increase any of the changes or events listed in Section 3.13. is likely to occurLiabilities.

Negative Covenant. Except as otherwise expressly permitted by this Agreementherein, between the date of this Agreement and the Closing Date, Seller will not shall not, without the prior written consent of Buyer, (a) take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any Material Adverse Effect or any of the changes or events listed in Section 3.13. is likely to occur.in

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, the Seller will not not, without the prior consent of Buyerthe Purchaser, 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 3.133.11 could occur. is likely The Purchaser shall have the right to occurexamine title to Real Property and other Acquired Assets in respect to the facilities of the Business at any time up to Closing for the purpose of ascertaining whether Seller has further voluntarily encumbered the Real Property.

Negative Covenant. Except as otherwise expressly permitted by ----------------- this Agreement, between the date of this Agreement and the final Property Closing Date, Seller will not without the prior written consent of each Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of there would be an adverse effect on the changes Acquired Assets or events listed in Section 3.13. is likely to occurthe Assumed Liabilities acquired or assumed by such Buyer hereunder.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Seller 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 3.13. 3.14 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, the Parent Seller will not, and will cause the Company not to, without the prior consent of the 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 3.13. 3.16 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Seller will not, and will not cause or permit the Company to, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within their its control which would or its control, as a is likely to result in the occurrence of which any of the changes or events listed in Section 3.13. is likely to occur3.20.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Seller will not, and will cause the Company, Akos and their respective Subsidiaries 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 3.13. 4.6 (other than Sections 4.6(a), (b), (n), (q), (w) and (dd)) is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Seller will cause the Acquired Company not to, without the prior consent of BuyerBuyers, (a) enter into any employment agreements, (b) assume or incur any long term liabilities or (c) or 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 3.13. 2.16 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Seller will shall not, and shall cause each Group Company not to, without the prior written consent of BuyerPurchaser, 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 representations and warranties set forth in Section 3.13. is likely Article IV hereof would fail to occurbe correct if made as of the Closing Date.

Negative Covenant. Except as otherwise expressly permitted by this Agreementherein, between the date of this Agreement and the Closing Date, Seller will shall not without the prior consent written Consent of Buyer which shall not be unreasonably withheld and which shall be promptly acted upon by Buyer, take (a) make any affirmative actionmodification to any material Contract or Governmental Authorization; or (b) allow the levels of raw materials, supplies or fail other materials included in the Inventories to take any reasonable action within their or its control, as a result of which any of vary Materially from the changes or events listed in Section 3.13. is likely to occurlevels customarily maintained.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Seller will Sellers shall not, and shall cause the Company not to, without the prior consent of BuyerBuyer and Merger Sub, 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 3.13. 3.1.16 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, the Seller will not, and will cause the Company not to, without the prior consent of the 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 3.13. 4.16 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, neither Seller will not will, without the prior written consent of BuyerPurchaser, 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 3.13. is likely to occur.take

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Seller Sellers will not, and will cause each Acquired 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 3.13. 3.15 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Seller will not, and will not cause or permit the Company to, without the prior consent of BuyerPurchaser, take (a) make any affirmative actionmodifications to any Material Contract or Permit except in the ordinary course of business and consistent with past business practices, or fail to take (b) enter into any reasonable action within their compromise or its control, as a result settlement of which any of the changes pending or events listed in Section 3.13. is likely to occurthreatened Litigation.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Seller and the Shareholders will not, and will cause Seller 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 3.13. 3.8 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing DateDate (if any such period exists), Seller will not, and will cause the Partnership and each Acquired 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 3.13. 3.16 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Seller will Buyer shall not, and shall cause the Merger Sub not to, without the prior consent of Buyer, Sellers and the Company 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 3.13. 4.2 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Seller will not, and will cause the Acquired 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 3.13. 3.16 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Seller will not, and will cause AMT 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 3.13. 3.16 is reasonably likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Seller the Sellers will not, and will cause each Acquired Company not to, without the Buyer's prior consent of Buyerwritten consent, 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 change or events event listed in Section 3.13. 2.16 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this ----------------- Agreement, between the date of this Agreement and the Closing Date, Seller 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 his or its control, as a result of which any of the changes or events listed in Section 3.13. 3.15 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Seller will not not, without the prior consent of BuyerPurchaser, 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 3.13. is likely to 3.11 could occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing DateClosing, Seller Sellers will not and will cause TIL not to, without the prior consent of Buyer, take any affirmative action, 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 3.13. 3.16 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing DateDate or termination of this agreement, Seller and AFT will not, and will cause the Acquired Companies not to, without the prior consent of BuyerPurchaser, 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 3.13. 4.10 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreementherein, between the effective date of this Agreement and the Closing Date, Seller will not shall not, without the prior written Consent of Buyer (which consent of Buyershall not be unreasonably withheld or delayed), 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 3.13. is 3.11 or 3.16 would be likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Seller will not, and will not cause or permit the Companies to, without the prior consent of BuyerPurchaser, take make any affirmative action, modifications to any Material Contract or fail to take any reasonable action within their or its control, as a result Permit except in the ordinary course of which any of the changes or events listed in Section 3.13. is likely to occurbusiness and consistent with past business practices.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement hereof and the Closing Date, Seller 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 3.13. is likely to 3.16 will occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Seller will not not, without the prior consent of BuyerPRG, 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 3.13. 3.17 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Seller Seller(s) will not, and will not cause or permit the Company to, without the prior consent of BuyerPurchaser, take (a) make any affirmative actionmodifications to any Material Contract except in the ordinary course of business and consistent with past business practices, or fail to take (b) enter into any reasonable action within their compromise or its control, as a result settlement of which any of the changes pending or events listed in Section 3.13. is likely to occurthreatened Litigation.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Seller will not, and will cause the Company not without the prior consent of Buyerto, 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 3.13. 3.22 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreementherein, between the date of this Agreement and the Closing Date, Seller will shall not without the prior written consent of Buyer which shall not be unreasonably withheld and which shall be promptly acted upon by Buyer, take (a) make any affirmative actionmodification to any material Seller Contract or Governmental Authorization; or (b) allow the levels of raw materials, supplies or fail other materials included in the Inventories to take any reasonable action within their or its control, as a result of which any of vary materially from the changes or events listed in Section 3.13. is likely to occurlevels customarily maintained.