Negative Covenants of the Debtor. During the term of this Agreement, unless the Agent shall otherwise consent in writing:
Negative Covenants of the Debtor. The Debtor covenants and agrees that from the date hereof until full and final payment and performance of all Obligations, the Debtor shall not without the prior written consent of Secured Party:
Negative Covenants of the Debtor. Except as otherwise provided in the Loan Agreement or in this Agreement, without the prior written consent of the Secured Party, the Debtor shall not:
(a) Transfer, sell or assign any of the Collateral other than in the ordinary course of business or as otherwise permitted in the Loan Agreement;
(b) Allow or permit any other security interest or lien to attach to any of the Collateral other than the Permitted Encumbrances;
(c) File, authorize, or permit to be filed in any jurisdiction any financing statement relating to any of the Collateral unless the Secured Party is named as sole secured party or to the extent relating to the Permitted Encumbrances;
(d) Permit any of the Collateral to be levied upon under any legal process;
(e) Permit anything to be done that materially impairs the value of any of the Collateral taken as a whole; or
(f) Use the Collateral in material violation of any law or in any manner inconsistent with any policy of insurance thereon, except where such use would not materially impair the value of the Collateral taken as whole.
Negative Covenants of the Debtor. Except as otherwise provided in the Loan Agreement, without the prior written consent of the Secured Party, the Debtor shall not:
a. Transfer, sell or assign any of the Collateral other than in the ordinary course of business;
b. Allow or permit any other security interest or lien to attach to any of the Collateral (other than the Maytag subordinated debt);
c. File, authorize or permit to be filed in any jurisdiction any financing statement relating to any of the Collateral unless the Secured Party is named as sole secured party;
d. Permit any of the Collateral to be levied upon under any legal process;
e. Permit anything to be done that may materially impair the value of any of the Collateral or the security therein intended to be afforded hereby; or
f. Use the Collateral in violation of any law or in any manner inconsistent with any policy of insurance thereon.
Negative Covenants of the Debtor. The Debtor further covenants and agrees that, without the prior written consent of the Secured Party, the Debtor will not (a) sell, assign or transfer any of the Debtor's rights in the Collateral; or (b) create any other security interest in, mortgage or otherwise encumber the Collateral, or any part thereof, or permit the same to be or become subject to any lien, attachment, execution, sequestration, other legal or equitable process or any encumbrance of any kind or character, except the Security Interests herein created.
Negative Covenants of the Debtor. The Debtor covenants and agrees that at all times hereafter the Debtor shall not:
(a) Merge into or consolidate with or into any corporation or other entity, convert into any other entity or transfer to or domesticate in any jurisdiction other than the jurisdiction set forth in Section 6.1 (a) of this Agreement;
(b) Sell, lease, license or otherwise dispose of any of its assets, except for sales of inventory in the ordinary course of business;
(c) Change its corporate name, identity or structure, or conduct its business under any trade name or style other than as set forth in this Agreement;
(d) Permit to incur or suffer any loss, theft, substantial damage or destruction of any of the Collateral which is not immediately replaced with Collateral of equal or greater value, or which is not fully covered by insurance, the proceeds of which shall have been endorsed over to Secured Party;
(e) Fail to preserve and maintain its entity existence in the jurisdiction of its incorporation, organization or formation; or
(f) File any UCC-3 termination statement affecting any UCC-1 Financing Statement in favor of the Secured Party.
Negative Covenants of the Debtor. Subject to the terms and conditions hereof, for the duration of the Support Period, the Debtor shall not, directly or indirectly:
(a) As to the Estate Claims Settlement and the Plan:
(i) propose, pursue, or support any other plan of reorganization or confirmation order that is not materially consistent with the terms hereof, including the Plan, the Estate Claims Settlement, and the TDPs;
(ii) propose or pursue a plan or confirmation order that does not incorporate the terms of the Estate Claims Settlement, including the Findings and Orders, and is not otherwise consistent with the terms hereof;
(iii) negotiate, propose, pursue, or enter into any settlement with any Insurance Company without first obtaining consent from Carrier and the Committee or otherwise act in a manner inconsistent with the Joint Prosecution Agreement;
(iv) propose, pursue, or support any findings that are inconsistent with the Estate Claims Settlement or that may operate to reduce or eliminate the benefits of the Insurance Assignment;
(v) propose, pursue, or enter into a settlement of Estate Causes of Action outside of, or separate and apart from, the Plan;
(vi) propose, support, solicit, or participate in any plan of reorganization other than as set forth herein;
(vii) pursue any finding of fact in the Confirmation Order or otherwise that the Plan provides for the payment in full of Channeled AFFF Claims;
(viii) take any actions (including filing any motion, pleading, or other documents with the Bankruptcy Court or any other court, including any modifications or amendments thereto, or initiating or causing to be initiated on its behalf any litigation or proceeding), or fail to take any actions, where such taking or failing to take actions would be, in either case, (A) materially inconsistent with this Agreement or (B) otherwise materially inconsistent with, or reasonably expected to prevent, interfere with, delay, or impede the implementation or consummation of the Plan or the Estate Claims Settlement; or
(ix) encourage any Entity to undertake any action prohibited by this Section 2.02(a);
(b) As to the MDL Class Action Settlements:
(i) negotiate, propose, pursue, or enter into any settlement with any Insurance Company without consent from Carrier and the Committee or otherwise act in a manner inconsistent with the Joint Prosecution Agreement;
(ii) take any actions (including filing any motion, pleading, or other documents with any court of competent jurisdiction, including any modif...
Negative Covenants of the Debtor. Except as otherwise provided in the Loan Agreement or in this Agreement, without the prior written consent of the Secured Party, the Debtor shall not:
(a) Transfer, sell or assign any of the Collateral other than in the ordinary course of business or as otherwise permitted in the Loan Agreement;
(b) Allow or permit any other security interest or lien to attach to any of the Collateral other than the Permitted Encumbrances;
(c) File, authorize, or permit to be filed in any jurisdiction any financing statement relating to any of the Collateral unless the Secured Party is named as sole secured party or to the extent relating to the Permitted Encumbrances;
(d) Permit any of the Collateral to be levied upon under any legal process;
(e) Permit anything to be done that materially impairs the value of any of the Collateral taken as a whole; or Citizens Bank New Hampshire Security Agreement – Micronetics et al.
(f) Use the Collateral in material violation of any law or in any manner inconsistent with any policy of insurance thereon, except where such use would not materially impair the value of the Collateral taken as whole.
Negative Covenants of the Debtor. Except as otherwise provided in the Loan Agreement, without the prior written consent of the Secured Party, the Debtor shall not:
(a) Transfer, sell or assign any of the Collateral except for the sale of inventory in the ordinary course of business.
(b) Allow or permit any other security interest or lien to attach to any of the Collateral, except those liens listed on Exhibit C.
(c) File, or authorize or permit to be filed, in any jurisdiction any financing statement relating to any of the Collateral unless the Secured Party is named as sole secured party, except those interests already filed and listed on Exhibit C and those permitted by the Loan Agreement.
(d) Permit any of the Collateral to be levied upon under any legal process.
(e) Permit anything to be done that may materially impair the value of any of the Collateral or the security therein intended to be afforded hereby.
Negative Covenants of the Debtor. Without the prior written consent of the Secured Party, the Debtor shall not:
(a) Allow or permit any other security interest or lien to attach to any of the Collateral, except those liens existing and perfected prior to the execution of this Agreement and except in such instances where the Debtor has used its best efforts to prevent such security interest or lien and the filing of such security interest or lien is not within the Debtor’s control.
(b) File, or authorize or permit to be filed, in any jurisdiction, any financing statement relating to any of the Collateral, unless the Secured Party is named as sole secured party, except those interests already filed and in which case the Secured Party’s consent shall not be unreasonably withheld, conditioned or delayed.
(c) Permit any of the Collateral to be levied upon under any legal process, except in such instances where the Debtor has used its best efforts to prevent the same and such levy is not within the Debtor’s control.
(d) Permit anything to be done that may materially impair the value of any of the Collateral or the security interest herein intended to be afforded by this Agreement.
(e) Make any sale or lease of any of the Collateral, license any of the Collateral, or grant any other security interest in any of the Collateral, except as expressly permitted in the hereby.
