Negative Covenants of Manager Sample Clauses

Negative Covenants of ManagerWithout limiting Manager's other obligations hereunder, Manager shall not do, or permit or authorize others to do, any of the following: (a) Deal with the Hotel and/or Hotel assets in any manner or for any purposes other than as herein set forth; (b) Knowingly or intentionally engage in any act which would, to an ordinarily prudent person in the position of Manager, be reasonably foreseeable to cause material damage to the Hotel or its reputation or good will, or the reputation of the Corporation or the City; (c) Abandon its duties hereunder during the Term; (d) Knowingly use or occupy, or knowingly permit the Operator to use or occupy, or knowingly permit the Hotel or any part thereof to be used or occupied in violation of the Hotel Operating Agreement or any of the other Transaction Documents, or for any unlawful, disreputable or ultra-hazardous use (including the prohibited or unauthorized use, storage or disposal of Hazardous Material), or operate or conduct the business of the Hotel in any manner known to constitute or give rise to a nuisance of any kind; (e) Consent to Operator making, authorizing or permitting any material modifications or alterations to the Hotel except in accordance with the Hotel Operating Agreement and only as expressly authorized by this Agreement; (f) Interfere with Corporation's rights hereunder or under the Hotel Operating Agreement, or any other agreement referred to herewith or therein; (g) Do anything inconsistent with, or that will cause a default under, the Tax Certificate, the Hotel Operating Agreement, the Indenture and/or any other agreement relating to the Bonds or the Hotel to which Corporation is a party; or (h) Except as permitted under the Hotel Operating Agreement, enter into or amend or consent to Operator entering into or amending any contract or agreement affecting the Hotel that conflicts in any material respect with the terms of this Agreement and/or the Hotel Operating Agreement, or that does not contain an express provision that it will terminate automatically upon the earlier of the expiration or earlier termination of this Agreement and/or the Hotel Operating Agreement as applicable and, if the same either (a) is with an Affiliate of Manager or Operator, (b) has a term (including renewal terms) in excess of one (1) year or a term which is less than one (1) year but is automatically renewable unless terminated (unless such contract can be terminated without penalty upon notice of thirty (30) days or les...
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Negative Covenants of Manager. Manager shall not, without prior written authorization from Owner, do or perform any of the following: 8.1. Borrow or lend money on behalf of Owner or create any lien or encumbrance on the Facility. 8.2. Do any act or fail to take any action which, if performed or omitted by Owner, would be a breach of any agreement in any material respect relating to the business of the Owner. 8.3. Retain the services of any attorney, or certified public accountant on behalf of Owner, without Owner's prior written consent. 8.4. Make any relinquishment of its rights as Manager or appoint any sub-manager. 8.5. Pay any amounts in excess of One Thousand Dollars ($1,000.00) in the settlement of any claim for injury or death of persons or for loss of or damage to property. 8.6. Sell, hypothecate, mortgage or otherwise encumber or dispose of any property of Owner.
Negative Covenants of Manager. Manager shall not be entitled to perform any of the restrictions set forth more fully below in this Section 15.1. 15.1.1 Manager shall not engage in any advertising of its name or that of any Affiliate at XxXxxxxxx Place without the prior written consent of the Authority. 15.1.2 Manager shall not encourage or solicit persons attending or planning Events at XxXxxxxxx Place to utilize properties located outside the Food Service Areas of XxXxxxxxx Place. 15.1.3 Manager shall not solicit or hire any supervisory employee of the Authority during the Term of this Agreement and for a period of one (1) year thereafter without the Authority’s prior written consent. The Authority likewise agrees not to solicit or hire any supervisory employee of Manager during the Term of this Agreement and for a period of one (1) year thereafter without Manager’s prior written consent. 15.1.4 Manager shall not use the Food Service Areas or any improvements or additions thereto made by Manager or the Authority, the Food Service Areas, or any other part of XxXxxxxxx Place for any activity or Event not expressly authorized by this Agreement or that is not consented to in writing by the Authority. Manager acknowledges that XxXxxxxxx Place is a public facility owned and operated for public purposes. Manager further agrees that it shall not use the Food Service Areas for any of its other private operations, or those of any Affiliate, and may only use the Food Service Areas for the purposes described in this Agreement. 15.1.5 Manager shall not have, acquire, or permit any Affiliate or any of Manager’s directors, officers, members, partners, or employees to have or acquire any interest, directly or indirectly, that conflicts with or may conflict with Manager’s performance of the Services as required under this Agreement. 15.1.6 Manager shall not use or allow the Food Service Areas to be used for the release, storage, use, treatment, disposal or other handling of any hazardous substance, 15.1.7 Manager shall not make any payment, offer of employment or offer of a gratuity of any kind to any subcontractor, including any subcontractor, as an inducement for the award of a subcontract or order.

Related to Negative Covenants of Manager

  • Negative Covenants of Seller On and as of the date hereof and at all times while this Agreement or the Transaction hereunder is in effect, Seller shall not without the prior written consent of Purchaser, which may be granted or denied at Purchaser’s sole and absolute discretion: (i) subject to Seller’s right to repurchase any Purchased Asset pursuant to the terms of this Agreement, take any action that would directly or indirectly impair or adversely affect Purchaser’s title to any Purchased Asset or other Purchased Item; (ii) at any time a Transaction is outstanding with respect to any Purchased Asset, transfer, assign, convey, grant, bargain, sell, set over, deliver or otherwise dispose of, or pledge or hypothecate, directly or indirectly, any interest in any Purchased Asset or other Purchased Item to any Person other than Purchaser, or engage in repurchase transactions or similar transactions with respect to any Purchased Asset or other Purchased Item with any Person other than Purchaser; (iii) create, incur, assume or suffer to exist any Lien in or on any of its property, assets, revenue, the Purchased Assets, the other Collateral, whether now owned or hereafter acquired, other than the Liens and security interest granted by Seller pursuant to the Transaction Documents; (iv) intentionally omitted; (v) enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation, winding up or dissolution), or sell all or substantially all of its assets (except in connection with the sale or securitization of the Purchased Assets in the ordinary course of Seller’s business after the repurchase thereof in accordance with this Agreement); (vi) permit a Change of Control; (vii) intentionally omitted; (viii) consent or assent to any Significant Modification other than in accordance with Article 29; (ix) permit the organizational documents or jurisdiction of organization of Seller to be amended in any material respect; (x) after the occurrence and during the continuance of an Event of Default, make any distribution, payment on account of, or set apart assets for, a sinking or other analogous fund for the purchase, redemption, defeasance, retirement or other acquisition of any Capital Stock of Seller, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Seller; (xi) acquire or maintain any right or interest in any Purchased Asset or any Mortgaged Property that is senior to, or pari passu with, the rights and interests of Purchaser therein under this Agreement and the other Transaction Documents unless such right or interest in a Purchased Asset hereunder; (xii) use any part of the proceeds of any Transaction hereunder for any purpose which violates, or would be inconsistent with, the provisions of Regulation T, U or X of the Board of Governors of the Federal Reserve System; and (xiii) directly, or through a Subsidiary, acquire or hold title to any real property.

  • Negative Covenants of the Company The Company covenants and agrees that, from the Closing Date until the Maturity Date (and, in any event, during such time as any portion of the Loan or any Interest thereon is outstanding), without the consent of the Lenders, the Company will not: (a) create, incur, assume or suffer to exist any indebtedness that is in any way senior or superior to this Agreement or the indebtedness represented hereby except as set forth in Section 3.1(b); (b) merge or consolidate with or into any other corporation or sell or otherwise convey 25% or more of its assets; provided, however, that notwithstanding anything in this Agreement or the Note to the contrary, the Company shall not be prohibited from consummating that certain Agreement and Plan of Merger by and among the Company, ITec Acquisitions, Inc. and Rose Waste Systems, Inc. (the “Merger”); (c) in a single transaction or series of related transactions, effect a significant acquisition of any business or entity (for purposes hereof, a “significant” acquisition shall be determined in accordance with Instructions 2, 3 and 4 or Item 2 of Form 8-K of the Securities and Exchange Commission); provided, however, that notwithstanding anything in this Agreement or the Note to the contrary, the Company shall not be prohibited from consummating the Merger; (d) engage in any business other than the business conducted by the Company on the Closing Date; (e) declare, set aside or pay any dividend or other distribution on any of its capital stock; (f) engage in any transaction with any Affiliate (as such term is defined in Rule 501(b) of the Securities Act of 1933, as amended) on terms less favorable to the Company than could be obtained from an unrelated party; or (g) amend its Certificate of Incorporation or Bylaws in any manner that adversely affects the rights associated with this Agreement, the Warrant issued to the Lenders pursuant to Section 7.1 hereof or the Registrable Securities. The Company will give notice to the Lenders of any default under any provisions of this Agreement within three business days after the discovery by the Company of such default.

  • Affirmative Covenants of Seller (a) Seller shall use commercially reasonable efforts to promptly notify Buyer of any change in its business operations and/or financial condition that would be reasonably likely to have a Material Adverse Effect; provided, however, the failure to deliver such notice in accordance with this Section 12(a) shall not give rise to an Event of Default; provided, further, that nothing in this Section 12 shall relieve Seller of its obligations under this Agreement. (b) Seller shall provide Buyer with copies of such documents as Buyer may reasonably request and which are in Seller’s possession or control evidencing the truthfulness of the representations set forth in Section 10. (c) Seller (1) shall defend the right, title and interest of Buyer in and to the Collateral against, and take such other action as is necessary to remove, the Liens of all Persons (other than security interests by or through Buyer and Permitted Liens) and (2) shall, at Buyer’s reasonable request, take all action necessary to ensure that Buyer will have a first priority security interest in the Purchased Loans subject to any of the Transactions in the event such Transactions are recharacterized as secured financings. (d) Seller shall notify Buyer and the Depository of the occurrence of any Default or Event of Default of which Seller has written notice or Actual Knowledge and which has not otherwise been disclosed pursuant to the reports delivered in accordance with Section 12(i). (e) With respect to each fixed rate Purchased Loan, Seller shall enter into Hedging Transactions designed to mitigate interest rate risk (i.e. not credit risk) pursuant to a hedging strategy reasonably acceptable to Buyer and pledge such Hedging Transactions to Buyer as Collateral (including, without limitation, to the extent such Hedging Transactions are entered into with a party other than Buyer, delivering a collateral assignment of such Hedging Transactions in form and substance acceptable to Buyer). Seller acknowledges Buyer will xxxx to market such Hedging Transactions from time to time in accordance with and subject to the terms of this Agreement. (f) Seller shall promptly (and in any event not later than three (3) Business Days following receipt) deliver to Buyer (i) any written notice of the occurrence of an event of default received by Seller pursuant to the Purchased Loan Documents and (ii) any other information with respect to the Purchased Loans within Seller’s possession or control as may be reasonably requested by Buyer from time to time. (g) Seller will permit Buyer or its designated representative to inspect at Buyer’s sole cost and expense (so long as an Event of Default has not occurred and is not continuing) Seller’s records which are not privileged or confidential (but excluding for this purpose all information received from Mortgagors or other obligors on the Purchased Loans) and the conduct and operation of its business related thereto upon reasonable prior written notice from Buyer or its designated representative, at such reasonable times and with reasonable frequency (not to exceed twice per calendar year, so long as an Event of Default has not occurred and is not continuing), subject to the terms of any confidentiality agreement between Buyer and Seller and applicable law, and if no such confidentiality agreement then exists between Buyer and Seller, Buyer and Seller shall act in accordance with customary market standards regarding confidentiality and applicable law. Buyer shall act in a commercially reasonable manner in requesting and conducting any inspection relating to the conduct and operation of Seller’s business. (h) At any time from time to time upon the reasonable request of Buyer, at the sole expense of Seller, Seller will promptly and duly execute and deliver such further instruments and documents and take such further actions as Buyer may reasonably request for the purposes of obtaining or preserving the full benefits of this Agreement including the first priority security interest granted hereunder and of the rights and powers herein granted (including, among other things, filing such UCC financing statements as Buyer may reasonably request). If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to Buyer, duly endorsed in a manner reasonably satisfactory to Buyer, to be held as Collateral pursuant to this Agreement, and the documents delivered in connection herewith. (i) Seller shall provide Buyer with the following financial and reporting information: (i) Within 45 days after the last day of each of the first three fiscal quarters in any fiscal year, Guarantor’s and (to the extent prepared separately from Guarantor) Seller’s unaudited consolidated balance sheets as of the end of such quarter, in each case certified as being true and correct by an officer’s certificate; (ii) Within 90 days after the last day of its fiscal year, Guarantor’s audited and (to the extent prepared separately from Guarantor) Seller’s unaudited (or, if generated by Seller, Seller’s audited) consolidated statements of income and statements of changes in cash flow for such year and balance sheets as of the end of such year, in each case presented fairly in accordance with GAAP, and accompanied, in the case of Guarantor, by an unqualified report of a nationally recognized independent certified public accounting firm, Deloitte & Touche LLP or any other accounting firm consented to by Buyer in its reasonable discretion; (iii) Within 30 days after the last day of each calendar month, any and all property level financial information (including, without limitation, operating and financial statements) with respect to the Purchased Loans that was received during the preceding calendar month and is in the possession of Seller or an Affiliate, including, without limitation, rent rolls and income statements; (iv) Within 30 days after the last day of each calendar quarter in any fiscal year, an officer’s certificate from Seller addressed to Buyer certifying that, as of such calendar month, (x) Seller and Guarantor are in compliance in all material respects with all of the terms and requirements of this Agreement, (y) Guarantor is in compliance with the financial covenants set forth in the Guaranty (including therein detailed calculations demonstrating such compliance) and (z) no Event of Default has occurred and is continuing; and (v) With respect to the Purchased Loans and related Mortgaged Properties: (x) within 30 days after the last day of each calendar month, Seller’s monthly operations report covering occupancy, collections, delinquencies, losses, recoveries, cash flows and such other property level information as may reasonably be requested by Buyer and (y) within 30 days after the last day of each calendar quarter in any fiscal year, an asset management report prepared by Seller or Guarantor. (j) Seller shall at all times comply with all laws, ordinances, rules and regulations of any federal, state, municipal or other public authority having jurisdiction over Seller or any of its assets, except to the extent any failure thereof is not reasonably likely to result in a Material Adverse Effect. Seller shall do or cause to be done all things reasonably necessary to preserve and maintain in full force and effect its legal existence, and all licenses material to its business. (k) Seller shall at all times keep proper books of records and accounts in which full, true and correct entries shall be made of its transactions in accordance with GAAP and set aside on its books from its earnings for each fiscal year all such proper reserves in accordance with GAAP. (l) Seller shall observe, perform and satisfy all the terms, provisions and covenants required to be observed, performed or satisfied by it, and shall pay when due all costs, fees and expenses required to be paid by it, under the Transaction Documents. Seller shall pay and discharge all Taxes, levies, liens and other charges on its assets and on the Collateral that, in each case, in any manner would create any Lien upon the Collateral, except for Permitted Liens or similar charges. (m) Seller will maintain records with respect to the Collateral and the conduct and operation of its business with no less a degree of prudence than if the Collateral were held by Seller for its own account. (n) In the event that Guarantor terminates BXMT Advisors L.L.C. as Guarantor’s external manager pursuant to the Amended and Restated Management Agreement, dated as of March 26, 2013, between Guarantor and BXMT Advisors L.L.C., any replacement external manager or switch to internal management shall be subject to Buyer’s prior written approval, not to be unreasonably withheld, conditioned or delayed.

  • Negative Covenants of the Servicer From the Closing Date until the Collection Date:

  • Negative Covenants of the Seller From the date hereof until the Collection Date:

  • 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.

  • Affirmative Covenants of the Servicer From the Closing Date until the Collection Date:

  • Affirmative Covenants of the Company The Company hereby covenants and agrees as follows:

  • Affirmative Covenants of the Seller From the date hereof until the Collection Date:

  • NEGATIVE COVENANTS OF BORROWER Until the Loan Obligations have been paid in full, Borrower shall not:

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