Common use of No Business Changes Clause in Contracts

No Business Changes. From the Signing Date through the Closing Date, the Seller shall not, and shall cause the Company not to, without the express written consent of the Purchaser: (i) enter into any material agreement relating to the assets, properties or business of the Company, other than in the ordinary course of business; (ii) incur or discharge any material obligation or liability, except in the ordinary course of business; (iii) commit to make or make any capital expenditures; (iv) cancel or fail to renew any Permit; (v) impose any lien, pledge or encumbrance upon the Interest or any of the assets of the Company; (vi) make any change or authorize to be made any change to the Charter Documents of Aerospace or any Subsidiary; (vii) declare, set aside, or pay any dividend or make any distribution with respect to the Interest (whether in cash or in kind) or redeem, purchase, or otherwise acquire any of the Interest; (viii) issue, deliver or sell any membership interests, capital stock or other equity securities of any kind of Aerospace or any Subsidiary, or split, combine or reclassify the Interest with, into or as any other type of membership interest or equity security of any kind; (ix) incur any indebtedness for borrowed money; (x) forgive or cancel any indebtedness owing to the Company or waive any claims or rights of value belonging to the Company, (xi) sell, lease, license or otherwise dispose of any of the assets or properties of the Company, other than in the ordinary course of business; (xii) pay or increase the rate or terms of compensation or benefits payable to or to become payable to any of the directors, officers, employees, consultants or agents of the Company above the amounts reflected in Schedule 3.17(a); (xiii) amend or otherwise make any changes to any of the Company Plans or increase the rate or terms of any benefits payable under the Company Plans; (xiv) make any other change in the terms of employment of any Employee; (xv) make or rescind any express or deemed election relating to any Tax, other than as reflected in Schedule 3.19(a); or (xvi) commit pursuant to a legally binding agreement to do any of the foregoing.

No Business Changes. From the Signing Date through the Closing Date, the Seller shall not, and shall cause the Company Heath Group Entities not to, without the express written consent of the Purchaser: (i) enter into any material agreement relating to the assets, properties or business of the CompanyHeath Group Entities, other than in the ordinary course of business; (ii) incur or discharge any material obligation or liability, except in the ordinary course of business; (iii) commit to make or make any capital expendituresexpenditures or purchase any material assets; (iv) cancel or fail to renew any PermitLicense; (v) impose any lien, pledge or encumbrance upon the Interest or any of the assets of the Companyany Heath Group Entity; (vi) make any change or authorize to be made any change to the Charter Documents of Aerospace or any SubsidiaryCompany; (vii) declare, set aside, or pay any dividend or make any distribution with respect to the Interest HXS Interests or Hardscrabble Interests (whether in cash or in kind) or redeem, purchase, or otherwise acquire any HXS Interests or Hardscrabble Interests other than (i) distributions by each Company to the Seller to pay Taxes on their respective allocable share of the Interestincome of such Company and (ii) to the extent that cash in the Companies exceeds $200,000, distributions such that any remaining cash is less than $200,000; (viii) issue, deliver or sell any membership interests, capital stock or other equity securities or interests of any kind of Aerospace or any Subsidiary, the Company or split, combine or reclassify the Interest HXS Interests or Hardscrabble Interests with, into or as any other type of membership interest or equity security or interest of any kind; (ix) incur any indebtedness for borrowed money; (x) forgive or cancel any indebtedness owing to the Company any Heath Group Entity or waive any claims or rights of value belonging to the Companyany Heath Group Entity, (xi) sell, lease, license or otherwise dispose of any of the assets or properties of the Companyany Heath Group Entity, other than in the ordinary course of business; (xii) pay or increase the rate or terms of compensation or benefits payable to or to become payable to any of the directors, officers, employees, consultants or agents of the Company any Heath Group Entity above the amounts reflected in Schedule 3.17(a); (xiii) except pursuant to the termination under Section 7.8(a), amend or otherwise make any changes to any of the Company Plans or increase the rate or terms of any benefits payable under the Company Plans; (xiv) make any other change in the terms of employment of any Employee; (xv) make or rescind any express or deemed material election relating to any Tax, other than as reflected in Schedule 3.19(a); or (xvi) commit pursuant to a legally binding agreement to do any of the foregoing.

No Business Changes. From the Signing Date through the Closing Date, the Seller Sellers shall not, and shall cause the each Company not to, without the express written consent of the Purchaser: (i) enter into any material agreement relating to the assets, properties or business of any of the CompanyCompanies, other than in the ordinary course of business; (ii) incur or discharge any material obligation or liability, except in the ordinary course of business; (iii) commit to make or make any capital expendituresexpenditures in excess of $10,000; (iv) cancel or fail to renew any Permit; (v) impose any lien, pledge or encumbrance upon the Interest Shares or any of the assets of any of the CompanyCompanies; (vi) make any change or authorize to be made any change to the Charter Documents of Aerospace or any Subsidiaryof the Companies; (vii) declare, set aside, or pay any dividend or make any distribution with respect to the Interest Shares (whether in cash or in kind) or redeem, purchase, or otherwise acquire any of the InterestShares; (viii) issue, deliver or sell any membership interests, shares of the capital stock or other equity securities of any kind class of Aerospace or any Subsidiary, Company or split, combine or reclassify any of the Interest with, into or as any other type of membership interest or equity security capital stock of any kindCompany; (ix) incur any indebtedness for borrowed money; (x) forgive or cancel any indebtedness owing to any of the Company Companies or waive any claims or rights of value belonging to any of the CompanyCompanies, (xi) sell, lease, license or otherwise dispose of any of the assets or properties of any of the CompanyCompanies, other than in the ordinary course of business; (xii) pay or increase the rate or terms of compensation or benefits payable to or to become payable to any of the directors, officers, employees, consultants or agents of any of the Company Companies above the amounts reflected in Schedule 3.17(a); (xiii) amend or otherwise make any changes to any of the Company Plans arrangements with PEO or increase the rate or terms of any benefits payable to any employee under the Company Plansarrangements with PEO; (xiv) make any other change in the terms of employment of any Employee, other than in the ordinary course of business; (xv) make or rescind any express or deemed election relating to any Tax, other than as reflected in Schedule 3.19(a); (xvi) reduce or release any reserves previously established for incurred but not reported losses; or (xvixvii) commit pursuant to a legally binding agreement to do any of the foregoing.

No Business Changes. From Except as provided in Section 5.5 below, from the Signing Date through the Closing Date, the Seller Sellers shall not, and shall cause the each Company not to, without the express written consent of the Purchaser: (i) enter into any material agreement relating to the assets, properties or business of any of the CompanyCompanies, other than in the ordinary course of business; (ii) incur or discharge any material obligation or liability, except in the ordinary course of business; (iii) commit to make or make any capital expenditures; (iv) cancel or fail to renew any Permit; (v) impose any lien, pledge or encumbrance upon the Interest Shares or any of the assets of any of the CompanyCompanies; (vi) make any change or authorize to be made any change to the Charter Documents of Aerospace or any Subsidiaryof the Companies; (vii) declare, set aside, or pay any dividend or make any distribution with respect to the Interest Shares (whether in cash or in kind) or redeem, purchase, or otherwise acquire any of the InterestShares; (viii) issue, deliver or sell any membership interests, shares of the capital stock or other equity securities of any kind class of Aerospace or any Subsidiary, Company or split, combine or reclassify any of the Interest with, into or as any other type of membership interest or equity security capital stock of any kindCompany; (ix) incur any indebtedness for borrowed money; (x) forgive or cancel any indebtedness owing to any of the Company Companies or waive any claims or rights of value belonging to any of the CompanyCompanies, (xi) sell, lease, license or otherwise dispose of any of the assets or properties of any of the CompanyCompanies, other than in the ordinary course of business; (xii) pay or increase the rate or terms of compensation or benefits payable to or to become payable to any of the directors, officers, employees, consultants or agents of any of the Company Companies above the amounts reflected in Schedule 3.17(a); (xiii) amend or otherwise make any changes to any of the Company Plans or increase the rate or terms of any benefits payable under the Company Plans; (xiv) make any other change in the terms of employment of any Employee, other than in the ordinary course of business; (xv) make or rescind any express or deemed election relating to any Tax, other than as reflected in Schedule 3.19(a); or (xvi) commit pursuant to a legally binding agreement to do any of the foregoing.