NEGATIVE COVENANTS OF THE Sample Clauses

NEGATIVE COVENANTS OF THE. SUBORDINATED NOTEHOLDERS (a) sell, assign, or otherwise transfer, in whole or in part, the Subordinated Obligations or any interest therein to any other Person (a “Transferee”) or create, incur or suffer to exist any security interest, lien, charge or other encumbrance whatsoever upon the Subordinated Obligations in favor of any Transferee unless (i) such action is made expressly subject to this Agreement and (ii) the Transferee expressly acknowledges to the Senior Lenders, by a writing in form and substance reasonably satisfactory to the Senior Lenders, the subordination provided for herein and agrees to be bound by all of the terms hereof; (b) permit any of the Subordinated Transaction Documents to be amended, modified or otherwise supplemented (including by way of changes to definitions) in any manner which would have the effect of (i) increasing the maximum principal amount of the Subordinated Obligations or rate of interest on any of the Subordinated Obligations or fees payable in respect thereof, (ii) changing or adding or tightening any event of default or any covenant with respect to the Subordinated Obligations, (iii) changing any redemption or prepayment provisions of the Subordinated Obligations, (iv) altering the subordination provisions with respect to the Subordinated Obligations, including subordinating the Subordinated Obligations to any other debt, (v) shortening the dates upon which payments of principal or interest are due on any of the Subordinated Obligations, or (vi) changing or amending any other term of the Subordinated Transaction Documents if such change or amendment would increase the obligations of any Credit Party or confer additional rights on the Subordinated Noteholders or any other holder of the Subordinated Obligations in a manner adverse (in the judgment of the Senior Lenders) to any Credit Party or the Senior Lenders, and the parties hereto agree that any such amendment shall be null and void ab initio and without legal force and effect; (c) commence, or join with any creditors other than the Senior Lenders in commencing any case or proceeding referred to in the definition of Insolvency Event.
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NEGATIVE COVENANTS OF THE. BORROWER Borrower covenants and agrees that, from the date hereof until payment in full of the Note, unless Lender or its assigns shall otherwise expressly consent in writing, it will not enter into any agreement or other commitment the performance of which would constitute a breach of any of the covenants contained in this Loan Agreement, including but not limited to the following covenants: SECTION 5.01: ENCUMBER THE ACQUISITION ASSETS Borrower will neither create nor suffer to exist any mortgage, pledge, lien, charge, or encumbrance, including liens arising from judgments on the Acquisition Assets except as provided for by the SBA Authorization and Debenture Guaranty Agreement No. CDC 848 941 30 05 CA. SECTION 5.02: SELL THE ACQUISITION ASSETS Borrower will not sell, convey, or suffer to be conveyed, lease, assign, transfer or otherwise dispose of the Acquisition Assets unless approved in writing by the Small Business Administration. This agreement and the Note are secured by a Deed of Trust which contains the following provision, among others: "IN THE EVENT OF SALE OR TRANSFER OF ALL OR ANY PORTION OF THE PROPERTY DESCRIBED HEREIN, ALL SUMS REMAINING UNPAID UNDER THE NOTE SECURED BY THIS DEED OF TRUST SHALL BECOME IMMEDIATELY DUE AND PAYABLE AT THE ELECTION OF THE BENEFICIARY HEREIN AND NOTICE OF SUCH ELECTION IS HEREBY WAIVED."
NEGATIVE COVENANTS OF THE. Borrower So long as any Obligations remain outstanding, the Borrower hereby covenants and agrees that it shall not, without the prior written consent of the Lender (in the cases of Sections 4.3 (a) (e) inclusive only): (a) create, incur, assume or suffer to exist any Encumbrance whatsoever on the Listco Securities which become Pledged Securities hereunder (except as contemplated hereby); (b) transfer, sell, exchange, lease, release or abandon or otherwise dispose of any of the Listco Securities which become Pledged Securities hereunder (except as contemplated hereby); (c) enter into a stock loan or similar transaction involving the Pledged Securities with any Person other than the Lender; (d) grant or enter into any agreement which has the effect of granting to any Person (other than the Lender) any option, right, privilege or interest capable of becoming an agreement for the transfer, sale or assignment of any of the Listco Securities which become Pledged Securities hereunder to such Person; (e) except to an affiliated entity, use, directly or indirectly, any proceeds of the Loan to lend any amounts to third parties for any reason (“Onlending”); (f) use, directly or indirectly, the proceeds of the Loan for any illicit or illegal purposes; or (g) carry out, in relation to the Listco Securities, any activities which may constitute fraud, market misconduct or manipulation or any action which would constitute an offence under the United States Securities and Exchange Act of 1934, as amended, or any similar offence under any Applicable Law and shall procure that none of its Associates does the same.
NEGATIVE COVENANTS OF THE. BORROWER The Borrower shall not: 20.3.1 NEGATIVE PLEDGE create or permit to subsist any encumbrance over the whole or any part of its assets including, without limitation, its shareholding in PMG other than the security it has already granted to the Senior Security Trustee prior to the Closing Date or pursuant to any further assurance clause under any Senior Facility Document in the form existing at the Closing Date; 20.3.2 INDEBTEDNESS create, assume, incur or otherwise permit to be outstanding any indebtedness for borrowed money other than any indebtedness for borrowed money: (a) arising under the Facility; (b) resulting from any issuance of Senior Notes or Borrower Debt to be used towards prepayment of the Facility under Clause 11.3 (ADDITIONAL FUNDING); or (c) arising from an upstream loan permitted pursuant to Clause 20.6 (RESTRICTION ON PAYMENTS); 20.3.3 BUSINESS conduct or otherwise engage in any business or operations other than (and only to the extent otherwise permitted under the terms of this Agreement) relating to: (i) the ownership of the share capital or other interests of its respective subsidiaries, the sale and transfer of such ownership interests, and the exercise of rights and performance of obligations in connection therewith but, for the avoidance of doubt, it shall be prohibited for the Borrower to incorporate or hold or enter into any reorganisation whereby an intermediate holding or other company or entity shall exist between itself and PMG; (ii) compliance with applicable reporting and other obligations under any applicable laws; (iii) making loans in an aggregate amount of up to EURO 375,000,000 to PMG by way of Subordinated Debt; (iv) entry into of Hedging Contracts in relation to the Senior Notes or Borrower Debt; (v) other activities incidental or related to the foregoing; and (vi) its obligations under the Finance Documents, provided that, in no event, shall the Borrower have liabilities to trade creditors, in excess of, in aggregate, EURO 500,000 excluding any hedge counter-party pursuant to paragraph (iv) above; 20.3.4 DISPOSALS dispose of or transfer any of its assets other than shares in PMG pursuant to the Share Option Agreement or pursuant to sub-clause 23.7.3 of Clause 23.7 (RESTRICTIONS ON PAYMENTS) of the Senior Facility as it exists at the date of this Agreement (to the extent the arrangements set out in that sub-clause could be considered as a disposal); 20.3.5 ACQUISITIONS create or acquire any new direct subsidiar...
NEGATIVE COVENANTS OF THE. ServicerSection 5.6. . From the date hereof until the Collection Date.
NEGATIVE COVENANTS OF THE. Backup ServicerSection 5.7. . From the date hereof until the Collection Date.

Related to NEGATIVE COVENANTS OF THE

  • Negative Covenants of the Company Except as otherwise required or expressly contemplated by this Agreement or consented to in writing by Buyer, the Company will not and will not permit any of its Subsidiaries to, from the date hereof until the Effective Time: (a) split, combine, or reclassify any shares of its capital stock or make any other changes in its equity capital structure; (b) purchase, redeem, or otherwise acquire, directly or indirectly, any shares of its capital stock or any options, rights, or warrants to purchase any such capital stock or any securities convertible into or exchangeable for any such capital stock; (c) declare, set aside, or pay any dividend or make any other distribution in respect of shares of its capital stock; (d) amend its charter, bylaws, or similar organizational documents; (e) issue any shares of its capital stock or any options, rights, or warrants to purchase any such capital stock or any securities convertible into or exchangeable for any such capital stock, except for issuances of shares of Company Common Stock upon the exercise of any options or of any Rights under the Rights Agreement, or designate any class or series of capital stock from its authorized but undesignated preferred stock; (f) purchase any capital assets or make any capital expenditures (except as set forth in the Company's current capital expenditures budget, a copy of which has been delivered to Buyer) in excess of $250,000 in the aggregate, purchase any business, purchase any stock of any corporation, or merge or consolidate with any person; (g) sell, lease, license, encumber or otherwise dispose of any assets or properties, other than in the ordinary course of business consistent with past practice, which sales, leases, licenses, encumbrances or other dispositions of assets other than inventory, in any event, are not material to the Company and its Subsidiaries, taken as a whole; (h) incur, assume, or guarantee any indebtedness for money borrowed other than (i) borrowings incurred for working capital purposes under the Company's existing revolving credit facility or (ii) intercompany indebtedness; (i) enter into any new Benefit Plan or program or severance or employment agreement, modify in any respect any existing Benefit Plan or program (except as required by law) or any existing employment or severance agreement, or, except as required under existing agreements or in the ordinary course of business consistent with past practice, grant any increases in compensation or benefits of any Company Employee, officer or director; (j) enter into any collective bargaining agreement or enter into any substantive negotiations with respect to any collective bargaining agreement, except as required by law; (k) change or modify in any material respect any existing accounting method, principle, or practice, other than as required by GAAP; (l) enter into any new Company Material Contract (other than in the ordinary course of business consistent with past practice), or modify in any respect adverse to the Company or any of its Subsidiaries any existing Company Material Contract; (m) fund or take any action to cause a rabbi trust to be funded; (n) agree to pay R. Xxxxx Xxxxxx a transaction bonus of more than $5,000; (o) except as expressly provided in the amendment thereto dated May 30, 2001, change, modify or commence a new phase pursuant to the Company Stock Purchase Plan; (p) (i) pay, discharge, settle or satisfy any material claims against the Company or its Subsidiaries (including claims of shareholders), liabilities or obligations (whether absolute, accrued, contingent or otherwise), other than (x) the payment, discharge, settlement or satisfaction of such claim, liability or obligation in the ordinary course of business consistent with past practice, (y) modifications, refinancings or renewals of existing indebtedness as permitted by the terms thereof as in effect on the date of this Agreement, or (z) the payment, discharge, settlement or satisfaction of claims, liabilities or obligations reflected or reserved against in the most recent audited financial statements (or the notes thereto) of the Company included in the Company SEC Reports (for amounts not in excess of such reserves) or incurred since the date of such financial statements in the ordinary course of business consistent with past practice, or (ii) waive, release, grant or transfer any right of material value, other than in the ordinary course of business consistent with past practice; (q) enter into any agreement with any of their respective affiliates (other than wholly owned Subsidiaries of the Company); (r) (i) relinquish, waive or release any material contractual or other right or claim of the Company or its Subsidiaries, or (ii) knowingly dispose of or permit to lapse any rights in any material Company Proprietary Rights or knowingly disclose to any person not an employee of, or consultant or adviser to, the Company or any of its Subsidiaries of the Company or otherwise knowingly dispose of any trade secret, process or knowhow not a matter of public knowledge prior to the date of this Agreement, except pursuant to judicial order or process or commercially reasonable disclosures in the ordinary course of business consistent with past practice or pursuant to any existing contract or agreement; (s) except pursuant to the fiduciary duties of the Board of Directors of the Company as set forth in Sections 7.01(a) and (b), or as expressly permitted pursuant to Sections 7.02 or 9.01, take any action or omit to take any action that would or is reasonably likely to (i) result in any of the conditions to the Merger set forth in Article VIII not being satisfied, or (ii) prevent, materially delay or materially impede the consummation of the Merger; or (t) enter into any commitment to do any of the foregoing.

  • 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.

  • 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:

  • 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 Servicer From the Closing Date until the Collection Date:

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

  • 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:

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

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

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