Negative Covenants Pending Closing. The Company shall not:
Negative Covenants Pending Closing. Without limiting the generality of Section 5.1, during the period from the date of this Agreement to the Closing or the date this Agreement is terminated in accordance with its terms, except as (i) expressly contemplated by this Agreement, (ii) consented to by Buyer in writing (which consent shall not be withheld, delayed or conditioned unreasonably) or (iii) as required by applicable Law, the Company shall not, and shall cause its Subsidiaries not to:
(a) acquire, sell, lease, encumber, license or otherwise dispose of or transfer any assets or property, including the Company Intellectual Property, or make any investment, in each case, other than arm’s length purchases and sales in the ordinary course of business consistent with past practice or in amounts not exceeding, in the aggregate, $200,000; 39 NY\7370590.17
(b) create, incur, assume or otherwise become liable with respect to any Indebtedness (excluding draws on existing credit facilities), except for amounts not exceeding, in the aggregate, $200,000 (provided the Company shall deliver a payoff letter with respect to any Indebtedness for borrowed money pursuant to and in accordance with Section 1.5(d)); assume, guarantee, endorse or otherwise become liable or responsible (whether directly or contingently) for the obligations of any other Person; or make any loans, advances or capital contributions to, or investments in, any other Person (other than the Company and its Subsidiaries);
(c) create, incur, assume or permit to suffer to exist or remain in effect any Liens (other than Liens existing as of the date of this Agreement or Permitted Liens) on any of its assets or properties;
(d) increase the compensation payable to any officer, employee or consultant except (i) in the ordinary course of business consistent with past practice or in accordance with existing agreements, and (ii) the Company Transaction Bonuses payable at Closing and included as a Company Transaction Expense; enter into, adopt or amend any employment, severance or other material agreement with any officer, employee or consultant of the Company except in the ordinary course of business consistent with past practice; adopt, amend or materially increase the benefits under any employee benefit plan, except, in each case, as required by Law or in accordance with existing agreements; hire any new officers or any new employees except in the ordinary course of business; or enter into any collective bargaining agreements;
(e) terminate or c...
Negative Covenants Pending Closing. The Company will not:
(i) Disposition of Assets. Sell or transfer, or mortgage, pledge or create or permit to be created any lien on, any of its assets, other than sales or transfers in the ordinary course of business and in accordance with past practice;
Negative Covenants Pending Closing. From and after the date of this Agreement until the Closing Date, except with the prior written approval of the Buyer, Seller shall not:
Negative Covenants Pending Closing. The Company shall not and shall cause the Company Subsidiaries not to engage in any of the following acts, except where such prohibition would violate applicable Law:
Negative Covenants Pending Closing. Between the date of this Agreement and the Closing Date, without the prior written consent of the Buyer, the Seller shall not cause or allow the Company or any Subsidiary to:
Negative Covenants Pending Closing. The Company will not, without ---------------------------------- the consent of the Purchasers (which consent shall not be unreasonably withheld):
Negative Covenants Pending Closing. The Company shall not, and shall cause each such Company Subsidiary not to:
Negative Covenants Pending Closing. The Seller will not:
(a) Disposition of Assets. Sell or transfer, or mortgage, pledge or create or permit to be created any security interest on, any of the Division's assets, other than sales in the ordinary course of business;
Negative Covenants Pending Closing. THI shall cause each of the Sellers and the Company not to:
