Common use of Negative Covenants of Provider Clause in Contracts

Negative Covenants of Provider. During the Term, Provider shall not without Manager’s prior authorization or approval: (a) cause, permit or propose any amendments to Provider’s Articles of Incorporation or Bylaws; (b) enter into any partnership arrangement, joint venture, reorganization, merger, consolidation, complete liquidation or dissolution of Provider, regardless of whether Provider would be the surviving entity of such transaction; (c) enter into any contract, agreement or understanding, whether oral or written, with any person or entity, including without limitation, any modification, amendment or supplement to any employment agreement, professional services agreement or any lease of real or personal property; (d) incur any indebtedness or expense, or guarantee any such indebtedness or expense, including without limitation any Manager Expense or Provider Expense; (e) commence any litigation or similar proceeding against any person or entity other than in connection with the defense of any claim arising out of the provision of Professional Services by a Provider Professional, provided that Provider shall consult with Manager prior to initiating any such defense; (f) increase the salary, bonus, bonus structure, employee benefit or fringe benefit package of any Provider Professional - WC employed by Provider, or adopt any other compensation or benefit plan applicable to employees of Provider Headquarters of the Wound Care Business; (g) sell, lease, license, encumber or otherwise dispose of any properties or assets of Provider other than in the ordinary course of business or as permitted pursuant to Article IV of the Operations Agreement; (h) establish any depository, money market, investment or other account at a bank or other financial institution unless concurrently with establishing such account Provider grants to Manager a power of attorney as provided for in Section 3.1; (i) revalue any of Provider’s assets, including without limitation, writing down the value of inventory or writing off notes or accounts receivable; (j) make or change any election in respect of any federal, state, county or municipal tax or assessment, adopt or change any accounting method in respect of any such taxes, file any tax return or any amendment to a tax return, enter into any closing agreement, settle any claim or assessment in respect of any taxes, or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of taxes; (k) file a petition commencing a voluntary case under Section 301 of Title 11 of the United States Code or commence a case or proceeding under any other similar federal or Utah law for the relief of debtors seeking the adjustment, restructuring or discharge of the debts of Provider, or the liquidation of Provider, including, without limitation, the making by Provider of an assignment for the benefit of creditors, or the taking of any corporate action by Provider in furtherance of or to facilitate, conditionally or otherwise, any of the foregoing; (l) consent, fail to timely object to the entry of, or fail to seek the stay and dismissal of, an order or relief relating to any petition commencing an involuntary case under Section 303 of Title 11 of the United States Code or commencing a case or proceeding under any other similar federal or Utah law for the relief of debtors against Provider which seeks the adjustment, restructuring or discharge of the debts of Provider, or the liquidation of Provider; and (m) otherwise take any action that would impair or interfere with Manager’s ability to present the financial statements of Manager and Provider on a consolidated basis in accordance with regular accounting practices.

Negative Covenants of Provider. During the Term, Provider shall not without Manager’s prior authorization or approval: (a) cause, permit or propose any amendments to Provider’s Articles of Incorporation or BylawsOperating Agreement; (b) enter into any partnership arrangement, joint venture, reorganization, merger, consolidation, complete liquidation or dissolution of Provider, regardless of whether Provider would be the surviving entity of such transaction; (c) enter into any contract, agreement or understanding, whether oral or written, with any person or entity, including without limitation, any modification, amendment or supplement to any employment agreement, professional services agreement or any lease of real or personal property; (d) incur any indebtedness or expense, or guarantee any such indebtedness or expense, including without limitation any Manager Expense or Provider Expense; (e) commence any litigation or similar proceeding against any person or entity other than in connection with the defense of any claim arising out of the provision of Professional Services by a Provider Professional, provided that Provider shall consult with Manager prior to initiating any such defense; (f) increase the salary, bonus, bonus structure, employee benefit or fringe benefit package of any Provider Professional - WC employed by ProviderProfessional, or adopt any other compensation or benefit plan applicable to employees of Provider Headquarters of the Wound Care BusinessProvider; (g) sell, lease, license, encumber or otherwise dispose of any properties or assets of Provider other than in the ordinary course of business or as permitted pursuant to Article IV of the Operations Agreementbusiness; (h) establish any depository, money market, investment or other account at a bank or other financial institution unless concurrently with establishing such account Provider grants to Manager a power of attorney as provided for in Section 3.1; (i) revalue any of Provider’s assets, including without limitation, writing down the value of inventory or writing off notes or accounts receivable; (j) make or change any election in respect of any federal, state, county or municipal tax or assessment, adopt or change any accounting method in respect of any such taxes, file any tax return or any amendment to a tax return, enter into any closing agreement, settle any claim or assessment in respect of any taxes, or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of taxes; (k) file a petition commencing a voluntary case under Section 301 of Title 11 of the United States Code or commence a case or proceeding under any other similar federal or Utah law for the relief of debtors seeking the adjustment, restructuring or discharge of the debts of Provider, or the liquidation of Provider, including, without limitation, the making by Provider of an assignment for the benefit of creditors, or the taking of any corporate action by Provider in furtherance of or to facilitate, conditionally or otherwise, any of the foregoing; (l) consent, fail to timely object to the entry of, or fail to seek the stay and dismissal of, an order or relief relating to any petition commencing an involuntary case under Section 303 of Title 11 of the United States Code or commencing a case or proceeding under any other similar federal or Utah law for the relief of debtors against Provider which seeks the adjustment, restructuring or discharge of the debts of Provider, or the liquidation of Provider; and (m) otherwise take any action that would impair or interfere with Manager’s ability to present the financial statements of Manager and Provider on a consolidated basis in accordance with regular accounting practices.