Negative Covenants of Sellers. On and as of the Closing Date and each Purchase Date and until this Agreement is no longer in force with respect to any Transaction, each Seller hereby covenants with Buyer as follows:
(a) subject to such Seller’s right to repurchase any Purchased Loan, such Seller shall not take any action which would directly or indirectly impair or adversely affect Buyer’s title to the Purchased Loans;
(b) Such Seller shall not transfer, assign, convey, grant, bargain, sell, set over, deliver or otherwise dispose of, or pledge or hypothecate, directly or indirectly, any interest in the Purchased Loans (or any of them) to any Person other than Buyer, or engage in repurchase transactions or similar transactions with respect to the Purchased Loans (or any of them) with any Person other than Buyer, except where the Purchased Loans in question are simultaneously repurchased from Buyer. No Relevant Party shall create, incur, assume, guaranty or suffer to exist any lien, encumbrance, charge or security interest in or on any of the Repurchase Assets (except where the Purchased Loans in question are simultaneously repurchased from Buyer in accordance with this Agreement) or other collateral subject to the security interests granted by any Relevant Party pursuant to any Transaction Document for the benefit of any Person other than Buyer, without the prior written consent of Repo Agent;
(c) Such Seller shall not terminate any Collection Account or the Remittance Account, nor amend, modify, cancel or terminate, or permit the amendment, modification, cancellation or termination of any Transaction Document, in each case without the consent of Repo Agent in its sole and absolute discretion;
(d) Such Seller shall not create, incur, assume, guaranty or suffer to exist any lien, encumbrance, charge or security interest in or on any of its assets (including the Repurchase Assets) or other collateral which is subject to the security interests granted by such Seller pursuant to Section 6 for the benefit of any Person other than Buyer without the prior written consent of Repo Agent;
(e) [RESERVED];
(f) No Relevant Party shall engage in or suffer any Change of Control, dissolution, winding up, liquidation, consolidation or merger in whole or in part or convey or transfer all or substantially all of such Relevant Party’s properties and assets to any Person (except as contemplated in any of the Transaction Documents); provided, that any Relevant Party may merge with and into, or transfer all or...
Negative Covenants of Sellers. From the date hereof to the Closing Date, Sellers shall not, without the prior written consent of the Buyer with specific reference to this Section 6.1 (which consent shall be given or refused in Buyer’s sole and absolute discretion, provided that the Buyer’s failure to grant or withhold consent within five Business Days following the Sellers’ written request for consent shall be deemed a grant of consent by the Buyer):
(i) sell, assign, lease or transfer any of the Purchased Assets, or remove any item of personal property from the Facility, except, in each case, for the purpose of repair or replacement or as otherwise in the ordinary course of business;
(ii) enter into any new Lease or Contract (other than Life Care Contracts) or amend any existing Contract, except in the ordinary course of business, and if such new Lease or Contract or amendment shall have an individual value in excess of $25,000, it shall be terminable upon less than 90 days’ prior notice without cause and without payment of any fee or penalty;
(iii) enter into any Life Care Contracts, except in the forms of Life Care Contracts approved by Buyer (as set forth on Schedule 6.1(b)(iii) and in accordance with the range of selling prices, entrance fee refunds and service fees set forth on Schedule 6.1(b)(iii) attached hereto);
(iv) create, assume or permit to exist any Lien upon any of the Purchased Assets, except for Permitted Liens and Liens existing as of the date of this Agreement that will be discharged prior to or on the Closing Date;
(v) waive any material right relating to the Facility or the Purchased Assets, except in the ordinary course of business;
(vi) allow the levels of inventories, supplies and materials to vary materially from those customarily maintained, or defer delivery of any inventories, supplies or materials outside the ordinary course of business;
(vii) intentionally omitted;
(viii) defer any regularly scheduled maintenance or capital replacement items, including without limitation failing to use reasonable efforts to complete prior to the Closing Date all of those items set forth on Schedule 6.1(b)(viii), or fail to repair or replace any emergency repair item; or
(ix) waive or amend, or consent to the Health Center Operator’s failure to perform, any of the Health Center Operator’s obligations under the Health Center Agreements.
Negative Covenants of Sellers. Between the date hereof and the Closing without Buyer's prior written consent, no Seller will take any action to, and each Seller shall cause the Company or any of its Subsidiaries to not:
(a) pay any dividend or make any similar distribution, redeem, purchase or otherwise acquire, directly or indirectly, any shares of its capital stock, or make any loan or enter into any transaction with or distribute any assets or property to or on behalf of, or otherwise make any payment to or on behalf of, any of its officers, directors, shareholders, Affiliates or other Insiders (as defined in SECTION 5.9) (other than (i) base compensation, accrued bonuses, benefit payments and expense reimbursement, in each case, paid to its officers or directors that are not affiliated with a Designated Seller in the ordinary course of business, (ii) inter-company loans among the Company and its Subsidiaries made and repaid in the ordinary course of business and (iii) dividends or other distributions paid by any Subsidiary of the Company to the Company or Subsidiary thereof in the ordinary course of business);
(b) sell, lease, license or otherwise dispose of any interest in any of the material, tangible or intangible, assets of the Company or its Subsidiaries (other than sales of inventory and obsolete equipment in the ordinary course of business), or permit any of the assets or property of the Company or its Subsidiaries to be subjected to any new Lien (other than in the ordinary course of business);
(i) enter into, terminate, modify or amend in any material respect any Material Contract except in the ordinary course of business, (ii) terminate, modify or amend in any material respect any Consent of, with or to any Governmental Entity or (iii) modify or amend the Company's or any Subsidiary's charter documents or bylaws;
(i) except for items 6 and 7 of SCHEDULE 5.16, grant any bonus or increase in the compensation or benefits of any employee or officer of the Company or any Subsidiary thereof, except as contemplated by SECTION 2.3(a) (other than in the ordinary course of business, and not in contemplation of this transaction contemplated hereby) or (ii) except as contemplated by SECTION 2.2(h), enter into, amend, modify or terminate any Plan or Compensation Commitment (as defined below);
(e) except as contemplated by this Agreement, disclose any proprietary confidential information to any Person except in the ordinary course of business or where required by applicable Legal Require...
Negative Covenants of Sellers. Except as provided for herein or in the Merger Agreement, each Seller agrees not to (either directly or indirectly):
(a) sell, transfer, pledge, assign, hypothecate or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, assignment, hypothecation or other disposition of such Seller's Shares (including, without limitation, through the disposition or transfer of control of another person) other than to an affiliate of Seller D that agrees to be bound by this Agreement;
(b) grant any proxies with respect to such Seller's Shares, deposit such Seller's Shares into a voting trust or enter into a voting agreement with respect to any of such Seller's Shares; or
(c) take any action which would make any representation or warranty of any Seller herein untrue or incorrect in any material respect.
Negative Covenants of Sellers. Until the date on which this Agreement terminates in accordance with its terms, each Seller hereby covenants that:
Negative Covenants of Sellers. During the period from the date of this Agreement to the Closing Date, each of Sellers shall not permit or suffer the Company to do any of the following, unless Purchaser shall have given its consent in writing thereto:
(a) Issue, authorize the issuance of, or sell or grant any option or right to purchase any of its stock, bonds, or other corporate securities;
(b) Enter into any transaction, agreement, investment, guaranty, or other venture or extend, renew, or terminate any existing agreement, beyond the usual and ordinary course of business of the Company;
(c) Incur any obligation or liability, absolute or contingent, other than current liabilities incurred in the ordinary and usual course of business of the Company;
(d) Make or declare any dividends or distributions to any stockholders of the Company;
(e) Enter into any written or oral employment contract with any employee of the Company; or
(f) Change, amend, or modify the Company's Articles of Incorporation or Bylaws.
Negative Covenants of Sellers. From and after the date of this Agreement and until the Closing, Sellers jointly and severally covenant and agree not to take, or not to cause to be taken, any of the following actions without Citadel's prior approval, which may not be unreasonably withheld:
Negative Covenants of Sellers. Without the prior written approval of Buyer, which approval shall not be unreasonably withheld, no Seller shall between the date hereof and the Closing:
(a) cause or permit to occur any of the events or occurrences described in Section 4.20 (Absence of Certain Events) of this Agreement; or
(b) dissolve or reorganize, or merge or consolidate or enter into a share membership interest exchange with or into any other entity; or
(c) make any change to its by-laws or articles of incorporation; or
(d) sell or dispose of any Assets other than supplies, inventory and obsolete equipment sold, consumed or used in the usual and ordinary course of business and consistent with past practice; such Seller shall replace all items thus disposed of with Assets of at least the same quality, type and quantity having an aggregate value at least equal to the aggregate value of the items sold or otherwise disposed of; or
(e) perform, take or fail to take any action or incur or permit to exist any of the acts, transactions, events or occurrences of a type which would have been inconsistent with the representations, warranties and covenants set forth in this Agreement had the same occurred prior to the date hereof; or
(f) enter into any agreement, contract, commitment, lease or instrument including, without limitation, agreements with nursing homes, hospitals and other facilities for the provision of Rehab Services or O2 Services, except for agreements, in each case which are immaterial and entered into in the ordinary and customary course of business with unrelated third parties on customary terms and conditions and for customary prices as disclosed to Buyer; or
(g) take any action that would prevent any Group Participant from consummating the transactions contemplated by this Agreement.
Negative Covenants of Sellers. During the period from the Effective Date and continuing until the earlier of the termination of this Agreement or the Closing Date (the “Pre-Closing Period”), except as otherwise expressly contemplated by this Agreement or with Buyer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, Sellers shall not, and shall cause their Affiliates not to, knowingly take or permit any action that, or omit to take any action the absence of which, could reasonably be expected to prevent the satisfaction of the condition set forth in Section 6.2(a).
Negative Covenants of Sellers. From the date hereof until the Closing Date, without the prior written consent of Trustmark, neither Company nor NBC will:
(a) Incur any material obligation except in the ordinary course of business;
(b) Increase the compensation of any director, and, except for normal increases as a result of regular salary reviews for officers and employees that will be conducted in January of 1997 if the Mergers have not been consummated by such date, increase the compensation of any officer or employee or enter into or amend any contract of employment or enter into or amend any insurance, profit-sharing, pension, severance pay, bonus, incentive, deferred compensation or retirement plan or arrangement;
(c) Amend its articles of incorporation; or
(d) Sell, transfer or convey any of its investment securities;
(e) Sell, assign or transfer any of its assets other than in the ordinary course of business;
(f) Mortgage, pledge or subject to any lien, charge or encumbrance any of its assets, except in the ordinary course of business;
(g) Intentionally waive any material right, contractual or otherwise, or cancel or release any material debts or claims whether or not in the ordinary course of business;
(h) Intentionally suffer any material uninsured damage, destruction or loss to its tangible properties;
(i) Declare or pay any dividend or make any other distribution with respect to its stock, except as otherwise permitted by Section 5.1;
(j) Make, extend or renew any loan or other extension of credit to any of its officers, directors, or employees other than loans made on substantially the same terms, including 25 interest rates and collateral, as those prevailing at the time for comparable transactions with other persons and that do not involve more than normal risk of collectability or present other unfavorable features;
(k) Issue or sell any of its capital stock, or any of its debt securities, authorize a stock split or dividend, or otherwise affect its capital structure except as otherwise permitted by Section 5.15;
(l) Fail to comply with any representation, warranty or covenant contained herein;
(m) Make, advance, extend or renew any loan or credit above $500,000; or
(n) Enter into any agreement to do any of the foregoing matters.
