Negative Operating Covenants Sample Clauses

Negative Operating Covenants. Except as may be required by regulatory authorities, Seller shall not, without the prior written consent of Purchaser: (i) transfer to Seller's other banking facility any of the deposit liabilities maintained at the Branches, except upon the unsolicited request of a depositor in the ordinary course of business; (ii) transfer to the Branches any of the deposits domiciled at its other banking facilities except upon the unsolicited request of a depositor in the ordinary course of business; (iii) transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to transfer, assign, encumber or otherwise dispose of any of the Assets; (iv) enter into any contract, commitment, or other transaction relating to the Branches, except for deposit-taking and lending activities in the ordinary course of business consistent with past practices; (v) offer interest rates on any deposit liabilities at the Branches in excess of those interest rates paid on similar deposits at Seller's other banking facilities; or (f) alter its current advertising or marketing programs at the Branches in any material respect, other than as part of a general advertising or marketing campaign implemented by Seller company-wide.
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Negative Operating Covenants. Except as may be required by regulatory authorities, pending the Closing Seller shall not, without the prior written consent of Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed with respect to subparts (a), (c), (h), (i) or (m)), (a) other than in the ordinary course of business consistent with past practices, engage in any business activity or transaction with any affiliate of Seller; (b) transfer to any Person any of its deposit liabilities except upon the unsolicited request of a depositor in the ordinary course of business; (c) except as provided in Section 5.12 hereof, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to transfer, assign, encumber or otherwise dispose of any of its assets, properties or Claims; (d) originate or acquire any assets, other than the origination and acquisition of whole loans in the ordinary course of business consistent with past practices and in compliance with the underwriting practices and policies set forth in Schedule 5.7, which is attached hereto and incorporated herein by reference; (e) enter into any contract, commitment, or other transaction, except for deposit-taking and lending activities in the ordinary course of business consistent with past practices; (f) offer interest rates on any deposit liabilities which are not comparable to those interest rates paid on similar deposits at other banking institutions located within Seller’s applicable market area; (g) change its underwriting practices or policies; (h) alter, modify or otherwise amend any of the terms of any of its loans outstanding as of the date hereof from the terms in effect on January 31, 2005 (or if originated or acquired after January 31, 2005 and prior to the date hereof, the terms in effect on the date of origination or acquisition); (i) alter its current advertising or marketing programs in any material respect; (j) borrow any funds that cannot be prepaid without penalty or premium; (k) increase the compensation or benefits of any of its employees, except for regular annual salary increases to rank and file employees in the ordinary course of business consistent with past practices; (l) pay any dividend, make any distribution, or otherwise make any payment to First Financial or any other affiliate of Seller other than the Excess Amount described in Section 5.12; (m) make any capital expenditures in excess of $25,000 in the aggregate; or (n) enter into any ...
Sample 1
Negative Operating Covenants. Between the Effective Date and the Project Closing Date, except (i) as otherwise contemplated or permitted by this Agreement, (ii) as set forth in the EME Disclosure Schedule, (iii) as required by Applicable Law or (iv) as required by Contract in existence as of the Effective Date, unless EME has received the prior written consent of the Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned), EME shall cause the Controlled Acquired Companies to carry on their businesses and affairs solely in the Ordinary Course of Business, and shall not permit any Seller Party or any Controlled Acquired Company to, and with respect to Contact, if any of the following actions require the approval of the holders of Contact Shares and the Contact Independent Directors decide that Contact should seek such approval, EME shall cause the Seller-Owned Contact Shares to be voted against any such proposal to:
Sample 1
Negative Operating Covenants. Prior to the Closing, unless the Purchaser otherwise consents in writing (which consent shall not be unreasonably withheld or delayed), except as expressly contemplated by this Agreement, the Sellers shall not, with respect to the Business:
Sample 1
Negative Operating Covenants eExcept as may be required by regulatory authorities, Seller shall not, without the prior written consent of Purchaser: (i) transfer to Seller's other banking facility any of the deposit liabilities maintained at the Branch, except upon the unsolicited request of a depositor in the ordinary course of business; (ii) transfer to the Branch any of the deposits domiciled at its other banking facilities except upon the unsolicited request of a depositor in the ordinary course of business; (iii) transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to transfer, assign, encumber or otherwise dispose of any of the Assets; (iv) enter into any contract, commitment, or other transaction relating to the Branch, except for deposit-taking and lending activities in the ordinary course of business consistent with past practices; (v) make changes to the interest rates applicable to any of the Deposit Liabilities as those interest rates existed as of the close of business on February 29, 2012without the prior written permission of the Purchaser; or (f) alter its current advertising or marketing programs at the Branch in any material respect, other than as part of a general advertising or marketing campaign implemented by Seller company-wide.
Sample 1

Related to Negative Operating Covenants

  • Operating Covenants The Issuer covenants with the Indenture Trustee as follows, provided that any of the following covenants with respect to the Portfolio Railcars shall not be deemed to have been breached by virtue of any act or omission of a Lessee or sub-lessee, or of any Person which has possession of a Portfolio Railcar for the purpose of repairs, maintenance, modification or storage, or by virtue of any requisition, seizure, or confiscation of a Portfolio Railcar (other than seizure or confiscation arising from a breach by the Issuer of such covenant) (each, a “Third Party Event”), so long as (i) none of the Issuer, the Servicer or the Administrator has consented to such Third Party Event; and (ii) the Issuer (or the Servicer on its behalf) as the Lessor of such Portfolio Railcar promptly and diligently takes such commercially reasonable actions as a leading railcar operating lessor would reasonably take in respect of such Third Party Event, including, as deemed appropriate (taking into account, among other things, the laws of the jurisdiction in which such Portfolio Railcar is located or operated), seeking to compel such Lessee or other relevant Person to remedy such Third Party Event or seeking to repossess the relevant Portfolio Railcar:

  • Interim Operating Covenants Seller covenants to Purchaser that Seller will:

  • Negative Covenants of Seller On and as of the date hereof and each Purchase Date and until this Agreement is no longer in force with respect to any Transaction, Seller shall not without the prior written consent of Buyer:

  • 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:

  • Interim Covenants During the period from the date of this Agreement and continuing until the Closing, the Seller and the Stockholders each agree (except as expressly contemplated by this Agreement or to the extent that Buyer shall otherwise consents in writing) that:

  • Reporting Covenant Required Complies Transaction Report (in connection with Advance) With each request for an Advance Yes No Monthly Transaction Report Within 30 days of month end when Streamline Period is in effect for 6 months after the Effective Date and each month thereafter, within 20 days of month end when Streamline Period is in effect Yes No Weekly Transaction Report No later than Friday each week when Streamline Period is not in effect Yes No Cash holdings report Within 30 days of month end Yes No Quarterly financial statements with Compliance Certificate Within 5 days of filing with the SEC, but no later than 45 days after fiscal quarter end Yes No Monthly financial statements with Compliance Certificate Within 30 days of month end Yes No Monthly Borrowing Base Reports Within 30 days of month end when Streamline Period is in effect Yes No Weekly Borrowing Base Reports No later than Friday each week when Streamline Period is not in effect Yes No Annual financial statement (CPA Audited) + Compliance Certificate Within 5 days of filings with the SEC but no later than 90 days after FYE Yes No 10‑Q, 10‑K and 8-K Within 5 days after filing with SEC Yes No Annual operating budgets for upcoming fiscal year and board approval of such annual operating budgets Within 45 days prior to the FYE but evidence of board approval to be delivered by September 15 of such fiscal year Yes No Report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, $1,000,000 or more Promptly Yes No

  • Ship Covenants The undertakings in this Clause 21 remain in force throughout the Security Period.

  • Joint Covenants Buyer and Seller hereby covenant and agree that between the date hereof and Closing:

  • Reporting Covenants Required Complies Monthly Compliance Statement Monthly within 30 days Yes No Quarterly financial statements Quarterly within 30 days Yes No Annual financial statements (CPA Audited) FYE within 120 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Board approved projections FYE within 60 days Yes No

  • AFFIRMATIVE AND NEGATIVE COVENANTS The Borrower covenants and agrees that, so long as any Bank has any Commitment hereunder or any Obligations remain unpaid:

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