Common use of Negative Covenants of the Sellers Clause in Contracts

Negative Covenants of the Sellers. Except as expressly contemplated by this Agreement, between the date hereof and the Closing, unless Purchaser Parent otherwise agrees in writing, Seller Parent shall not and shall cause each other Seller and each Subsidiary to not: (a) take any action that would require disclosure under Section 6.8; (b) enter into any transaction with any Insider who works principally on the Business, or make or grant any increase in any compensation of any employee or officer who works principally on the Business or make or grant any increase in any employee benefit plan, incentive arrangement, or other benefit covering any of the employees of the Sellers who work principally on the Business, except in the Ordinary Course of Business; (c) establish, amend or contribute to any pension, retirement, profit sharing, or stock bonus plan or multiemployer plan covering any of the employees of the Sellers or the Subsidiaries who work principally on the Business, except as required by law or in the Ordinary Course of Business; (d) except as specifically contemplated by this Agreement, enter into any contract, agreement, or transaction which directly relates to the Business, other than in the Ordinary Course of Business and at arm’s length, with unaffiliated Persons; (e) sell, transfer, contribute, distribute, or otherwise dispose of any of the Purchased Assets (or interests in any of the Purchased Assets) or, except as provided in Section 10.4(c) with respect to a Superior Proposal, agree to do any of the foregoing, solicit any Person, or negotiate or have any discussions with any Person with respect to any of the foregoing; (f) enter into any amendments, extensions, renewals or other modifications with respect to any Assigned Contract, including, without limitation, any of the Real Property Leases, other than in the Ordinary Course of Business; (g) take any action or enter into any agreement that could reasonably be expected to jeopardize or delay in any material respect the receipt of any requisite regulatory approval; or (h) commit, or enter into any agreement (oral or written) to do, any of the foregoing.

Negative Covenants of the Sellers. Except Without limiting anything to the contrary in Section 6.1, except as expressly contemplated consented to in writing by this AgreementXxxxxxxxx, between from the date hereof until the Closing Date, the Sellers shall not, and the ClosingShareholder and the Sellers shall take all actions within their control to cause the Sellers not to, unless Purchaser Parent otherwise agrees in writing, Seller Parent shall not and shall cause each other Seller and each Subsidiary to notdo any of the following: (a) take (i) grant or increase the amount of any action severance or termination payments payable to (or amend any existing arrangement with) any manager, officer or employee of any Seller, other than payments to employees upon termination in accordance with the written employment and severance agreements listed on Section 6.2(a) of the Disclosure Schedule pursuant to the terms in effect on the date of this Agreement, (ii) increase benefits payable under any existing severance or termination pay policies or employment agreements, except such changes as may be required in order to comply with applicable Law, (iii) enter into any employment, deferred compensation or other similar agreement (or amend any such existing agreement) with any manager or officer of any Seller or with any employee of any Seller that would require disclosure under Section 6.8is not terminable at-will, (iv) establish, adopt, amend or terminate (except as required by applicable Law) any collective bargaining, bonus, profit-sharing, thrift, pension, retirement, deferred compensation, compensation, stock option, restricted stock or other benefit plan or arrangement covering any director, officer or employee of any Seller, including any Benefit Plan or (v) materially increase compensation, bonus or other benefits payable to any manager, officer or employee of any Seller, except as required pursuant to the terms of any existing employment agreement to which such Seller is a party; (b) enter (i) redeem, repurchase or otherwise reacquire any of its securities or obligations convertible into or exchangeable for any transaction with any Insider who works principally on the Businessof its equity securities, or make any options, warrants or grant conversion or other rights to acquire any increase of its securities or obligations, (ii) effect any reorganization, recapitalization, distribution payable in equity securities, equity split or like change in its capitalization or (iii) split, combine or reclassify any compensation of its equity interests or issue or authorize or propose the issuance of any employee or officer who works principally on the Business or make or grant any increase other securities in any employee benefit planrespect of, incentive arrangementin lieu of, or other benefit covering any of the employees of the Sellers who work principally on the Businessin substitution for, except in the Ordinary Course of Businessits equity securities; (c) establishissue, amend pledge, deliver, award, grant or contribute to any pension, retirement, profit sharingsell, or stock bonus plan agree to or multiemployer plan covering authorize or propose the issuance, pledge, delivery, award, grant or sale (including the grant of any encumbrances) of, any of the employees of the Sellers its equity or the Subsidiaries who work principally on the Businessdebt securities, except as required by law any securities convertible into or in the Ordinary Course of Businessexercisable or exchangeable for any such equity or debt securities, or any rights, warrants or options to acquire, any such equity or debt securities; (di) except as specifically contemplated acquire, merge or consolidate with or agree to acquire, merge or consolidate with, by this Agreement, enter into any contract, agreementpurchasing an equity interest in or a portion of the assets of, or transaction which directly relates by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to the Business, acquire any assets of any other than in the Ordinary Course of Business and at arm’s length, with unaffiliated PersonsPerson or (ii) make or commit to make any investments; (e) sell, transferlease, contributeexchange, distributemortgage, pledge, transfer or otherwise encumber or dispose of, or agree to sell, lease, exchange, mortgage, pledge, transfer or otherwise encumber or dispose of, any of its assets with a value exceeding $25,000 (other than the sale of inventory in the ordinary course of business); (f) propose or adopt any amendments to the governing documents of any Seller or take any steps towards dissolution, or change the authorized capital stock or equity interests of any Seller; (g) make any change in its accounting policies or in any of its methods or practices of accounting, or make any reclassification of assets or liabilities, except as may be required by Law or GAAP; (h) create or incur any Encumbrances on any assets of the Sellers, except for Permitted Encumbrances; (i) make any capital expenditures, capital additions or capital improvements other than expenditures in the ordinary course of business consistent with past practice in amounts not exceeding $25,000 in the aggregate; (j) enter into any Material Contract (or any Contract that would have been a Material Contract if it had been entered into prior to the date hereof) or amend, renew or terminate any Material Contract or fail to perform in any material respect its obligations under any Material Contract; (k) make or revoke any Tax election, adopt or change any Tax accounting method, settle or compromise any material Tax assessment or deficiency, surrender any right to a material Tax refund, file an amended Tax Return, or consent to an extension or waiver of any statute of limitations with respect to Taxes; (l) make or revoke any election changing the entity classification for U.S. federal income Tax purposes of any Seller; (m) incur, forgive, cancel or compromise any Indebtedness other than in the ordinary course of business consistent with past practice or guarantee any Indebtedness of another Person; (n) enter into any non-competition or non-solicitation agreement that restricts any of the Purchased Assets Sellers from competing in their industry; (o) make any distribution or interests in dividend to the Shareholder or any of its Affiliates, provide any loan or advance to the Shareholder or any of its Affiliates or enter into any Contract or arrangement with the Shareholder or any of its Affiliates; (p) change any of the Purchased AssetsSeller’s practices, policies, procedures or timing of the collection of accounts receivable, payment of accounts payable, billing of its customers, pricing and payment terms, cash collections, cash payments, or terms with vendors; (q) accelerate the collection of, or provide discounts to assist with the collection of, Accounts Receivable; (r) delay the payment of vendor invoices related to the Sellers’ Business or fail to pay, when due, vendor invoices related to the Sellers’ Business; or, except as provided in Section 10.4(c (s) with respect to agree or make a Superior Proposal, agree binding commitment to do any of the foregoing, solicit any Person, or negotiate or have any discussions with any Person with respect to any of the foregoing; (f) enter into any amendments, extensions, renewals or other modifications with respect to any Assigned Contract, including, without limitation, any of the Real Property Leases, other than in the Ordinary Course of Business; (g) take any action or enter into any agreement that could reasonably be expected to jeopardize or delay in any material respect the receipt of any requisite regulatory approval; or (h) commit, or enter into any agreement (oral or written) to do, any of the foregoing.

Negative Covenants of the Sellers. Except as expressly provided in Schedule 7, the Sellers covenant and agree that from the date of this Agreement to the Closing Date, they shall not permit the Company or any of the Subsidiaries (except as may otherwise be contemplated by this Agreement), between without the date hereof and the ClosingBuyer's prior written consent, unless Purchaser Parent otherwise agrees in writing, Seller Parent shall not and shall cause each other Seller and each Subsidiary to notto: (ai) take any action that would require disclosure under Section 6.8Amend its bylaws; (bii) enter Authorize for issuance, issue or deliver any additional shares of its capital stock or securities convertible into any transaction with any Insider who works principally on the Businessor exchangeable for shares of its capital stock, or make issue or grant any increase in right, option or other commitment for the issuance of shares Execution Version of its capital stock or of such securities, or split, combine or reclassify any compensation shares of its capital stock; (iii) Declare or pay any dividends or other distributions of any employee or officer who works principally on kind to the Business or make or grant any increase in any employee benefit plan, incentive arrangementSellers, or other benefit covering any of the employees of directly or indirectly purchase, retire or redeem or otherwise acquire from the Sellers who work principally on the Businessany shares of its capital stock; (iv) Incur any liability, commitment or obligation, except unsecured current and trade liabilities and other unsecured liabilities incurred in the Ordinary Course of Business; (cv) establish, amend or contribute to any pension, retirement, profit sharingBorrow, or stock bonus plan or multiemployer plan covering agree to borrow, any of funds other than pursuant to its existing loan agreements for an amount not to exceed the employees of maximum amount provided under the Sellers or the Subsidiaries who work principally on the Business, except as required by law or in the Ordinary Course of BusinessJPMorgan Loan; (dvi) Sell, transfer or otherwise dispose of assets, except as specifically contemplated by this Agreementfor the sale or disposition of obsolete or damaged tangible personal property, enter into any contract, agreement, or transaction which directly relates to the Business, sale of inventory and other than assets in the Ordinary Course of Business and at arm’s length, with unaffiliated Personsproperty held for resale; (evii) sellExcept for amounts committed for emergency repairs, transferamounts contemplated by budgets previously made available to the Buyer, contributemake any material capital commitments, distribute, or otherwise dispose of any of the Purchased Assets which shall not exceed $55,000,000.00 (or interests in any of the Purchased Assets) or, except as provided in Section 10.4(c) with respect to a Superior Proposal, agree to do any of the foregoing, solicit any Person, or negotiate or have any discussions with any Person with respect to any of the foregoingfifty five million Pesos 00/100); (fviii) Mortgage, pledge or encumber any of its assets or guaranty the obligations of any party; (ix) Make any adjustments in the salary rate of, or authorize any bonus payments to any executive officer or management employee, or enter into consulting arrangements (except as set forth in Schedule 5.8); (x) File any amendmentsclaim or any lawsuit, extensions, renewals except for claims or other modifications with respect to any Assigned Contract, including, without limitation, any of the Real Property Leases, other than lawsuits in the Ordinary Course of Business;Business consistent with prior practice; and (gxi) take Take any action or enter into any agreement that could reasonably be expected to jeopardize or delay in any material respect with the receipt intention of any requisite regulatory approval; or (h) commit, or enter into any agreement (oral or written) to do, causing any of the foregoingrepresentations and warranties made herein to be invalid, inaccurate, false or incomplete on the Closing Date.

Negative Covenants of the Sellers. Except as expressly contemplated by this Agreementset forth on Schedule 5.3, the Seller hereby covenant and agree that between the date hereof of this Agreement and the Closing, unless Purchaser Parent otherwise agrees expressly contemplated by this Agreement or consented to in writingwriting by the Purchaser, Seller Parent which shall not and be unreasonably withheld, the Sellers shall cause each other Seller and each Subsidiary not permit the Company to not:do any of the foregoing (for any activity after January 4, 2007, all of the following covenants shall apply only to actions outside of the Ordinary Course of Business): (a) take make any action that would require disclosure under Section 6.8; (b) enter into any transaction with any Insider who works principally on the Business, or make or grant any increase in any compensation distribution to stockholders of any employee or officer who works principally on the Business or make or grant any increase in any employee benefit plan, incentive arrangement, cash or other benefit covering any of the employees of the Sellers who work principally on the Business, except Assets other than distributions made in the Ordinary Course of Business; (cb) establish(i) sell, amend lease, license, transfer or contribute to any pension, retirement, profit sharing, or stock bonus plan or multiemployer plan covering assign any of the employees Assets, tangible or intangible, in excess of $10,000 in the aggregate, other than for fair consideration in the Ordinary Course of Business and not write up the value of any of the Sellers Assets other than in connection with recording inventory purchases at standard values, or (ii) sell, lease, license, transfer, assign or dispose of any of the Subsidiaries who work principally on Assets material to the conduct of the Business. (c) enter into any written contract, except as required by law lease, sublease or license involving more than $25,000, other than customer contracts, subcontractor contracts and vendor contracts related thereto entered into in the Ordinary Course of Business; (d) except as specifically contemplated by this Agreementother than customer and vendor purchase orders in the Ordinary Course of Business, enter into accelerate, terminate, modify or cancel any contract, agreement, lease, sublease or transaction license (or series of related contracts, agreements, leases, subleases and licenses) involving more than $25,000 to which directly relates the Company or any Subsidiary is a party or by which it is bound; (e) other than pursuant to existing financing arrangements to be extinguished at Closing, impose any written mortgage or pledge of, or permit or allow the Businesssubjection of any lien, charge, security interest or Encumbrance of any kind on any of its Assets, tangible or intangible; (f) make or commit to make any capital expenditure (or series of related capital expenditures) involving more than $25,000; (g) create, incur, assume or guarantee any Indebtedness (including capitalized lease obligations) other than borrowings under existing facilities which will be paid off at Closing; (h) cancel, amend, delay or postpone the payment of accounts payable and other Liabilities other than in the Ordinary Course of Business and at arm’s length, with unaffiliated PersonsBusiness; (ei) sellcancel, transfercompromise, contributewaive or release any right or claim (or series of related rights and claims) other than in the Ordinary Course of Business, distributeinvolving more than $10,000 in the aggregate; (j) make or authorize any change in the charter, by-laws or other organizational documents of the Company or any Subsidiary, or make any change in any method of accounting or accounting practice of the Company or any Subsidiary; (k) issue, sell or otherwise dispose of of, or authorize for issuance or sale, its capital stock or other equity securities, or granted or authorized for issuance or sale any options, warrants or other rights to purchase or obtain (including upon conversion or exercise) any of the Purchased Assets its capital stock; (or interests in any of the Purchased Assetsl) or, except as provided set forth in Section 10.4(c) Schedule 5.3, declare, set aside or pay any dividend or distribution with respect to a Superior Proposalits capital stock or redeem, agree to do purchase or otherwise acquire any of the foregoing, solicit any Person, or negotiate or have any discussions with any Person with respect to any of the foregoingtheir capital stock; (fm) make any new loan to, or enter into any amendments, extensions, renewals or other modifications with respect to any Assigned Contract, including, without limitationtransaction with, any of their directors, officers and Highly Compensated Employees giving rise to any claim or right on their part against the Real Property LeasesPerson or on the part of the Person against them, other than in the Ordinary Course of Business; (gn) grant any increase in the compensation, fringe benefits, or other compensation of, or paid any bonus or special payment of any kind (including increases under any bonus, pension, profit-sharing or other plan or commitment) to any of their Highly Compensated Employees, officers or directors, or Related Parties; (o) adopt any (A) bonus, (B) profit-sharing, (C) incentive compensation, (D) pension, (E) retirement, (F) medical, hospitalization, life or other insurance, (G) severance, (H) other plan, contract or commitment for any of its directors, officers or highly compensated employees, or modify or terminate any existing such plan, contract or commitment; (p) make any charitable or other capital contribution other than immaterial contributions of soap consistent with past practice; (q) take any willful action for the primary purpose of causing any condition to the Closing (as set forth in Article III hereof) to be materially delayed or fail to be satisfied; (r) terminate or modify, or commit or cause or suffer to be committed any act that will result in material breach or violation of any term of or (with or without notice or passage of time, or both) constitute a default under or otherwise give any Person a basis for non-performance under, any indenture, mortgage, deed of trust, loan or credit agreement, lease, license or other agreement, instrument, arrangement or understanding, written or oral, other than in the Ordinary Course of Business; (s) apply any Assets to the direct or indirect payment, discharge, satisfaction or reduction of any amount payable directly or indirectly to or for the benefit of the Sellers or any Affiliate of the Sellers or any Related Party or to the prepayment of any such amounts, other than expenses payable in the Ordinary Course of Business; (t) do any act, or omit to do any act which would cause a violation or breach of any of the representations, warranties or covenants of the Sellers or the Company set forth in this Agreement or cause any representation or warranty set forth herein, or in any certificate or other document delivered in connection herewith, to be untrue on the Closing Date; (u) take any action which has or enter into any agreement that could reasonably be expected to jeopardize have a Material Adverse Effect; (v) except as set forth in Schedule 5.3, transfer, directly or delay indirectly, in any material respect way, any cash, cash equivalents, securities, or other assets to the receipt Sellers, or for the benefit of any requisite regulatory approvalthe Sellers, including, but not limited to, by way of dividend, loan, repayment of indebtedness, payment of fees, or other distribution or transfer; or (hw) commitagree, whether in writing or enter into any agreement (oral or written) otherwise, to do, do any of the foregoing.

Negative Covenants of the Sellers. Except as expressly contemplated by this Agreement, between Until the date hereof on which the Aggregate Unpaids have been indefeasibly paid in full and this Agreement terminates in accordance with its terms, each Seller hereby covenants, as to itself and as to the Closingother Seller, unless Purchaser Parent otherwise agrees in writing, Seller Parent shall not and shall cause each other Seller and each Subsidiary to notthat: (a) take Name Change, Offices and Records. Such Seller shall not change its name, identity or corporate structure (within the meaning of Section 9-402(7) of any action that would require disclosure under Section 6.8;applicable enactment of the UCC) or relocate its chief executive office or any office where Records are kept unless it shall have (i) given the Purchaser at least forty-five (45) days' prior written notice thereof and (ii) delivered to the Purchaser all financing statements, instruments and other documents requested by the Purchaser in connection with such change or relocation. (b) enter into Change in Payment Instructions to Obligors. Except as may be required by the Purchaser pursuant to Section 7.02(b) or as otherwise required herein, such Seller shall not add or terminate any transaction with any Insider who works principally on the Businessbank as a Collection Bank, or make or grant any increase in any compensation of any employee or officer who works principally on the Business or make or grant any increase in any employee benefit plan, incentive arrangement, or other benefit covering any of the employees of the Sellers who work principally on the Business, except change in the Ordinary Course instructions to Obligors regarding payments to be made to the Collection Bank for deposit in the Collection Account, unless the Purchaser shall have expressly approved in writing any such addition or termination of Business;a Collection Bank or approved such change in the instructions to Obligor, as applicable. (c) establishModifications to Contracts, amend Invoices and Credit and Collection Policy. Such Seller shall not amend, modify or contribute otherwise make any change to (i) the Credit and Collection Policy, except pursuant to Section 6.01(a)(v) or (ii) any pensionContract or Invoice that, retirementin the case of (ii), profit sharing, or stock bonus plan or multiemployer plan covering any could materially adversely affect the collectibility of the employees of Receivables or materially decrease the Sellers or the Subsidiaries who work principally on the Business, except as required by law or in the Ordinary Course of Business; (d) except as specifically contemplated by this Agreement, enter into any contract, agreement, or transaction which directly relates to the Business, other than in the Ordinary Course of Business and at arm’s length, with unaffiliated Persons; (e) sell, transfer, contribute, distribute, or otherwise dispose credit quality of any of the Purchased Assets (or interests in any of the Purchased Assets) or, except newly created Eligible Receivables. Except as provided in Section 10.4(c) with respect to a Superior Proposal7.02(b), agree to do the Seller shall not extend, amend or otherwise modify the terms of any of the foregoing, solicit Receivable or any Person, or negotiate or have any discussions with any Person with respect to any of the foregoing; (f) enter into any amendments, extensions, renewals or other modifications with respect to any Assigned Contract, including, without limitation, any of the Real Property Leases, Invoice related thereto other than in accordance with the Ordinary Course of Business; (g) take any action or enter into any agreement that could reasonably be expected to jeopardize or delay in any material respect the receipt of any requisite regulatory approval; or (h) commit, or enter into any agreement (oral or written) to do, any of the foregoingCredit and Collection Policy.

Negative Covenants of the Sellers. Except (a) From the date hereof until the earlier of the Closing Date or the termination of this Agreement, no Seller will, other than as expressly contemplated hereby or as disclosed on Schedule 5.3, do any of the following without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed, to the extent any of the following relates directly to the Pharmacy Business or in any way would reasonably be expected to affect the Acquisition, the Pharmacy Business or the Assets: (i) take any action which would (a) adversely affect the ability of any party to the Acquisition Documents to obtain any Consents required for the transactions contemplated thereby, or (b) adversely affect the ability of any party hereto to perform its covenants and agreements under the Acquisition Documents; (ii) amend any of its organizational or governing documents, except for the purpose of accomplishing the transactions contemplated by this Agreement; (iii) impose, between or suffer the imposition, on any material asset of the Pharmacy Business of any Lien or permit any such Lien to exist; (iv) other than pursuant to the Acquisition Documents, sell, pledge or encumber, or enter into any contract to sell, pledge or encumber, any interest in the assets of the Pharmacy Business except in the ordinary course of business and consistent with past practice and if not material; (v) purchase or acquire any assets or properties related to the Pharmacy Business, whether real or personal, tangible or intangible, or sell or dispose of any assets or properties, whether real or personal, tangible or intangible, except in the ordinary course of business and consistent with past practices; (vi) grant any increase in compensation or benefits to any Business Employee, except in accordance with past practice; pay any severance or termination pay or any bonus other than pursuant to written policies or written contracts in effect as of the date hereof and the Closing, unless Purchaser Parent otherwise agrees in writing, Seller Parent shall not and shall cause each other Seller and each Subsidiary to not: (a) take disclosed on Schedule 5.3(a)(vi); enter into or amend any action that would require disclosure under Section 6.8severance agreements with any Business Employee; (bvii) enter into or amend any transaction with employment contract between any Insider who works principally Seller and any Business Employee (unless such amendment is required by law) that such Seller does not have the unconditional right to terminate without Liability (other than compensation for services already rendered), at any time on or after the BusinessClosing Date; (viii) except as disclosed in Schedule 5.3(a)(viii), adopt any new employee benefit plan or make any material change in or grant to any increase existing Business Employee benefit plans other than any such change that is required by law or that, in the opinion of counsel, is necessary or advisable to maintain the tax qualified status of any such plan; (ix) make any material change in any compensation Tax or accounting methods or systems of internal accounting controls, except as may be appropriate to conform to changes in Tax Laws or regulatory accounting requirements or generally accepted accounting principles; (x) commence any employee or officer who works principally on the Business or make or grant Litigation other than in accordance with past practice, settle any increase in Litigation involving any employee benefit plan, incentive arrangement, or other benefit covering any Liability of the employees Pharmacy Business for material money damages or restrictions upon the operations of the Sellers who work principally on the Business, except in the Ordinary Course of Pharmacy Business; (cxi) establishexcept in the ordinary course of business and which is not material, modify, amend or contribute terminate any material contract or waive, release, compromise or assign any material rights or claims; (xii) except in the ordinary course of business and, even if in the ordinary course of business, then not in an amount to exceed One Hundred Thousand Dollars ($100,000) in the aggregate, make or commit to make any pension, retirement, profit sharingcapital expenditure, or stock bonus plan enter into any lease of capital equipment as lessee or multiemployer plan covering any of lessor, related to the employees of the Sellers or the Subsidiaries who work principally on the Business, except as required by law or in the Ordinary Course of Pharmacy Business; (dxiii) except as specifically contemplated by this Agreement, enter into take any contract, agreementactions, or transaction omit to take any actions, which directly relates would cause any of the representations and warranties contained in Article 2 to the Business, other than in the Ordinary Course of Business and at arm’s length, with unaffiliated Personsbe untrue or incorrect; (exiv) sell, transfer, contribute, distributemake any loan to any person or increase the aggregate amount of any loan currently outstanding to any person; or (xv) take any action, or otherwise dispose omit to take any action, that would adversely impact the ability of any of Parent or the Purchased Assets (or interests in any of Sellers to complete the Purchased Assets) or, except as provided in Section 10.4(c) with respect to a Superior Proposal, agree to do any of Acquisition upon the foregoing, solicit any Person, or negotiate or have any discussions with any Person with respect to any of the foregoing; (f) enter into any amendments, extensions, renewals or other modifications with respect to any Assigned Contractterms and conditions set forth herein, including, without limitation, any of the Real Property Leases, other than in the Ordinary Course of Business; (g) take any action or enter into any agreement inaction that could reasonably be expected would require Parent to jeopardize or delay seek the approval of its stockholders in any material respect order to consummate the receipt of any requisite regulatory approval; or (h) commit, or enter into any agreement (oral or written) to do, any of the foregoingAcquisition.

Negative Covenants of the Sellers. Except as expressly contemplated by this Agreement, between From the date hereof until the Collection Date, without the written consent of The Purchaser, the Agent and the Closing, unless Purchaser Parent otherwise agrees in writing, Seller Parent shall not and shall cause each other Seller and each Subsidiary to notMajority Investors: (a) take No Sales, Liens, Etc. Except as otherwise provided herein and the TAA, no Seller shall sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist any action Adverse Claim upon or with respect to (x) any of its Receivables or the Related Assets, (y) any inventory or goods, the sale or lease of which may give rise to a Receivable, except (i) where such Person in whose favor such Adverse Claim exists has acknowledged in writing in form and substance satisfactory to the Purchaser and the Agent that would require disclosure under Section 6.8;it does not claim, and thereby releases, any Adverse Claim in such Seller's Receivables and the Related Assets, whether arising as Proceeds of such Person's collateral or otherwise and (ii) that the Sellers shall be permitted to sell and/or lease their inventory in the ordinary course of their respective businesses, or (z) upon or with respect to any Lock-Box, Lock-Box Account or Permitted Unblocked Account to which any Collections of any Receivable are sent or deposited, or assign any right to receive income in respect thereof (b) enter into No Extension or Amendment of Receivables. Except as otherwise permitted in Section 6.03(b) hereof, no Seller shall extend, amend or otherwise modify the terms of any transaction with any Insider who works principally on the BusinessReceivable, or make amend, modify or grant waive any increase in any compensation term or condition of any employee or officer who works principally on the Business or make or grant any increase in any employee benefit plan, incentive arrangement, or other benefit covering any of the employees of the Sellers who work principally on the Business, except in the Ordinary Course of Business;Contract related thereto. (c) establish, amend No Change in Business or contribute to Credit and Collection Policy. No Seller shall make any pension, retirement, profit sharing, or stock bonus plan or multiemployer plan covering any change in the character of the employees of the Sellers or the Subsidiaries who work principally on the Business, except as required by law its respective business or in its respective Credit and Collection Policy, which change would, in either case, impair the Ordinary Course of Business; (d) except as specifically contemplated by this Agreement, enter into any contract, agreement, or transaction which directly relates to the Business, other than in the Ordinary Course of Business and at arm’s length, with unaffiliated Persons; (e) sell, transfer, contribute, distribute, or otherwise dispose collectibility of any of the Purchased Assets (its Receivable or interests in any of the Purchased Assets) or, except as provided in Section 10.4(c) with respect to a Superior Proposal, agree to do any of the foregoing, solicit any Person, or negotiate or have any discussions with any Person with respect to any of the foregoing; (f) enter into any amendments, extensions, renewals or other modifications with respect to any Assigned Contract, including, without limitation, any of the Real Property Leases, other than in the Ordinary Course of Business; (g) take any action or enter into any agreement that otherwise could be reasonably be expected to jeopardize or delay in any material respect the receipt of any requisite regulatory approval; or (h) commit, or enter into any agreement (oral or written) to do, any of the foregoinghave a Material Adverse Effect.