Pre-Closing Negative Covenants Sample Clauses

Pre-Closing Negative Covenants. During the period beginning on the Execution Date and ending on the Effective Date, Galapagos shall not, and shall cause its Affiliates not to, without the prior written consent of Gilead (such consent not to be unreasonably withheld, conditioned or delayed): (a) enter into any agreement with any Third Party, whether written or oral, with respect to, or otherwise assign, transfer, license or convey its right, title or interest in or to, the Galapagos IP relating to any Galapagos Program or any Pre-Program Activities, in each case, in a manner that creates a material conflict with the rights granted or purported to be granted by Galapagos to Gilead under this Agreement; (i) sell, out-license or otherwise dispose of any assets or rights relating to any Galapagos Program or any Pre-Program Activities, in each case, in a manner that creates a material conflict with the rights granted or purported to be granted by Galapagos to Gilead under this Agreement, (ii) amend any agreements, licenses or other rights of Galapagos or any of its Affiliates relating to any Galapagos Program or any Pre-Program Activities, in each case, in a manner that creates a material conflict with the rights granted or purported to be granted by Galapagos to Gilead under this Agreement, or (iii) grant any security interest or otherwise encumber material assets and properties (including Galapagos IP, other than pursuant to the Security Agreement referenced in Section 16.5(f)), relating to any Galapagos Program or any Pre-Program Activities; (c) (i) compromise, settle or agree to settle any litigation, dispute, action or other proceeding or institute any such litigation, dispute, action or other proceeding, in each case, concerning any Existing Galapagos Patents or any other Galapagos IP that is material to any Galapagos Program or any Pre-Program Activities, or (ii) fail to take any action necessary or advisable to protect or maintain any Galapagos IP that is material to any Galapagos Program or any Pre-Program Activities, provided that none of the foregoing shall be interpreted as requiring Galapagos or any of its Affiliates to commence any such litigation, dispute, action or other proceeding; or (d) (i) enter into any material agreement relating to any Galapagos Program or any Pre-Program Activities or (ii) enter into any agreement pertaining to a merger, sale, acquisition, licensing, development, manufacturing, distribution, co-development, marketing or co-marketing arrangement, or any ...
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Pre-Closing Negative Covenants. From the date hereof until the Closing, without the prior written consent of the Purchaser, which shall not be unreasonably withheld, Chiron will not permit the Company or any Subsidiary to: (a) enter into, amend in any material respect or terminate any Material Contract except in the ordinary course of business consistent with past practice; (b) issue or transfer any capital stock of the Company or any Subsidiary or any security convertible into or exchangeable for any such capital stock or any right to acquire any such capital stock, except as expressly provided in Section 2.4; (c) merge or consolidate with any entity except as provided in Section 2.4 or acquire any stock or other ownership interests in any entity or the assets of any business substantially as an entirety, except as disclosed in Schedule 4.2.1; (d) make any change in its certificate of incorporation or bylaws (or equivalent governing instruments); (e) sell, lease, pledge, encumber or otherwise dispose of or transfer any of its assets or property, except in the ordinary course of business consistent with past practice; (f) incur any third party indebtedness other than ordinary course trade debt consistent with past practice or, except as set forth on Schedule 4.2.1, enter into any commitment or make any capital expenditures or investments of more than $200,000 alone or $1,000,000 in the aggregate other than as set forth in the 1997 capital budget of the Company or as required by existing contractual obligations; (g) liquidate, dissolve or otherwise reorganize or seek protection from creditors, except as disclosed in Schedule 4.2.1; (h) except in the ordinary course of business, settle any claim, dispute or litigation in consideration for anything other than payment of monies; (i) conduct their respective business other than in the ordinary course, consistent with past practice; (j) terminate or fail to renew any insurance coverage; (k) grant any general or uniform increase in the pay or benefits of employees, or any increase in the pay, bonus or benefits of any individual employee earning $50,000 or more in annual salary (including bonus) other than in the ordinary course of business as disclosed in Schedule 4.2.1 or as otherwise disclosed on Schedule 4.2.1; (l) enter into any employment contract that is not terminable at will and without payment (other than the payment of customary severance in accordance with the Company's policies); or (m) agree or commit itself to do any of the forego...
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Pre-Closing Negative Covenants. (a) To the extent permitted by applicable laws, without limiting the generality of the foregoing, except (i) as expressly consented to in writing by Parent, or (ii) as contemplated by this Agreement, during the Pre-Closing Period: ECS and the Members shall not, ECS shall cause the Subsidiaries not to, and the Members shall cause the Companies not to, take any actions that would or would reasonably be expected to result in a breach of any of ECS’ and/or any Member’s representations, warranties, covenants and other agreements contained in the New Operating Agreement. (b) During the Pre-Closing Period, except as consented to in writing by Parent, no Member shall directly or indirectly do any of the following: (i) sell, lease, pledge, or otherwise transfer, dispose of or otherwise encumber or subject (or allow to become subject) to any Encumbrance any Common Units; provided however, that Parent shall not unreasonably withhold its consent to any such transfer by an ECS Member to his or its Affiliate resulting from death or bona fide estate planning purposes; or (ii) authorize or enter into an agreement to do anything prohibited by the foregoing.
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Pre-Closing Negative Covenants. From the date hereof until the Closing Date (or if earlier, a termination of Sumitomo's obligations under the Agreement) Sumitomo agrees that it shall not take any of the following actions (or permit the Current Owners to do so), provided that neither Hines nor the Partnership is in material breach of its obligations unxxx xhis Agreement: (a) without Hines' prior written consent (which consent shall not be unrxxxxxably withheld or delayed) enter into any Lease, or grant any right to renew, expand or extend any Lease, or materially amend, materially modify or terminate (except in the event of default by Tenant) any Lease or release or discharge any Tenant. Sumitomo shall request Hines' consent prior to entering into any final letter of inxxxx or final term sheet with any proposed Tenant for any such transaction (which request shall be accompanied by any such letter of intent or term sheet as well as all financial information obtained by SLR with respect to such Tenant). Hines shall respond to each request for consent within five xxxx after receipt of such request so long as the terms in the letter of intent and/or term sheet comply with the standard form lease and leasing guidelines (the "Form Lease and Guidelines") to be jointly developed by SLR and Hines promptly after the execution of this Agreement, which Xxxx Lease and Guidelines shall be acceptable to each party in its sole discretion, If Hines objects to the proposed transaction it shall notify SLX xx the reasons for its objection within such five day period. If Hines fails to respond as provided in the preceding sentence xxxxin such five day period, Hines' consent shall be deemed given. If Hines consents to axx xxch transaction, such consent shall bx xxxject to review and approval of final documentation, and SLR will provide Hines with copies of the applicable Lease documents as negotxxxxxns proceed. SLR will submit the final Lease documents evidencing the transaction as well all Tenant financial information obtained by SLR to Hines for its consent, which will not be unreasonably withhexx xxovided there are no material changes to the transaction as originally presented to Hines for its consent as described above. Hines shall responx xx SLR's request for final consent withix xxxe days. If Hines objects to the proposed transaction it shall notify SLX xx the reasons for its objection within such five day period. If Hines fails to respond as provided in the preceding sentence xxxxin such five day
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Pre-Closing Negative Covenants. Prior to the Closing, without the prior written consent of the Buyer or as otherwise expressly provided herein, the Seller will cause each of the Company and its Subsidiaries not to:
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Related to Pre-Closing Negative Covenants

  • PRE-CLOSING COVENANTS The Parties agree as follows with respect to the period between the execution of this Agreement and the Closing.

  • Post-Closing Covenants The Parties agree as follows with respect to the period following the Closing.

  • 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:

  • Additional Negative Covenants Not to, without the Bank’s written consent: (a) Enter into any consolidation, merger, or other combination, or become a partner in a partnership, a member of a joint venture, or a member of a limited liability company. (b) Acquire or purchase a business or its assets. (c) Engage in any business activities substantially different from the Borrower’s present business. (d) Liquidate or dissolve the Borrower’s business.

  • Closing Covenants The Purchaser agrees with the Vendor that after closing he:

  • Certain Negative Covenants So long as any Recovery Bonds are Outstanding, the Issuer shall not: (a) except as expressly permitted by this Indenture and the other Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Recovery Bond Collateral, unless directed to do so by the Indenture Trustee in accordance with Article V; (b) claim any credit on, or make any deduction from the principal or premium, if any, or interest payable in respect of, the Recovery Bonds (other than amounts properly withheld from such payments under the Code or other tax laws) or assert any claim against any present or former Holder by reason of the payment of the taxes levied or assessed upon any part of the Recovery Bond Collateral; (c) terminate its existence or dissolve or liquidate in whole or in part, except in a transaction permitted by Section 3.10; (i) permit the validity or effectiveness of this Indenture or the other Basic Documents to be impaired, or permit the Lien of this Indenture and the Series Supplement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Recovery Bonds under this Indenture except as may be expressly permitted hereby, (ii) permit any Lien (other than the Lien of this Indenture or of the Series Supplement) to be created on or extend to or otherwise arise upon or burden the Recovery Bond Collateral or any part thereof or any interest therein or the proceeds thereof (other than tax liens arising by operation of law with respect to amounts not yet due), or (iii) permit the Lien of this Indenture or of the Series Supplement not to constitute a valid first priority perfected security interest in the Recovery Bond Collateral; (e) elect to be classified as an association taxable as a corporation for federal income tax purposes or otherwise take any action, file any tax return, or make any election inconsistent with the treatment of the Issuer, for purposes of federal taxes and, to the extent consistent with applicable State tax law, State income and franchise tax purposes, as a disregarded entity that is not separate from the sole owner of the Issuer; (f) change its name, identity or structure or the location of its chief executive office, unless at least ten (10) Business Days’ prior to the effective date of any such change the Issuer delivers to the Indenture Trustee (with copies to the Rating Agencies) such documents, instruments or agreements, executed by the Issuer, as are necessary to reflect such change and to continue the perfection of the security interest of this Indenture and the Series Supplement; (g) take any action which is subject to a Rating Agency Condition without satisfying the Rating Agency Condition; (h) except to the extent permitted by applicable law, voluntarily suspend or terminate its filing obligations with the SEC as described in Section 3.07(g); or (i) issue any recovery bonds under the Wildfire Financing Law or any similar law (other than the Recovery Bonds).

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

  • Negative Covenants of Seller On and as of the date hereof and at all times while this Agreement or the Transaction hereunder is in effect, Seller shall not without the prior written consent of Purchaser, which may be granted or denied at Purchaser’s sole and absolute discretion: (i) subject to Seller’s right to repurchase any Purchased Asset pursuant to the terms of this Agreement, take any action that would directly or indirectly impair or adversely affect Purchaser’s title to any Purchased Asset or other Purchased Item; (ii) at any time a Transaction is outstanding with respect to any Purchased Asset, transfer, assign, convey, grant, bargain, sell, set over, deliver or otherwise dispose of, or pledge or hypothecate, directly or indirectly, any interest in any Purchased Asset or other Purchased Item to any Person other than Purchaser, or engage in repurchase transactions or similar transactions with respect to any Purchased Asset or other Purchased Item with any Person other than Purchaser; (iii) create, incur, assume or suffer to exist any Lien in or on any of its property, assets, revenue, the Purchased Assets, the other Collateral, whether now owned or hereafter acquired, other than the Liens and security interest granted by Seller pursuant to the Transaction Documents; (iv) intentionally omitted; (v) enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation, winding up or dissolution), or sell all or substantially all of its assets (except in connection with the sale or securitization of the Purchased Assets in the ordinary course of Seller’s business after the repurchase thereof in accordance with this Agreement); (vi) permit a Change of Control; (vii) intentionally omitted; (viii) consent or assent to any Significant Modification other than in accordance with Article 29; (ix) permit the organizational documents or jurisdiction of organization of Seller to be amended in any material respect; (x) after the occurrence and during the continuance of an Event of Default, make any distribution, payment on account of, or set apart assets for, a sinking or other analogous fund for the purchase, redemption, defeasance, retirement or other acquisition of any Capital Stock of Seller, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Seller; (xi) acquire or maintain any right or interest in any Purchased Asset or any Mortgaged Property that is senior to, or pari passu with, the rights and interests of Purchaser therein under this Agreement and the other Transaction Documents unless such right or interest in a Purchased Asset hereunder; (xii) use any part of the proceeds of any Transaction hereunder for any purpose which violates, or would be inconsistent with, the provisions of Regulation T, U or X of the Board of Governors of the Federal Reserve System; and (xiii) directly, or through a Subsidiary, acquire or hold title to any real property.

  • AFFIRMATIVE 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, and shall (except in the case of the covenants set forth in Sections 6.01, 6.02, and 6.03) cause each Subsidiary to:

  • Post-Closing Covenant The Borrower shall (1) deliver each of the documents and other items, and perform each of the actions, listed on Schedule 4.03 hereto, in each case no later than the corresponding latest date specified thereon for each such delivery or other action (or such later date as the Administrative Agent shall determine in its sole discretion, without any requirement for Lender consent), and (2) no later than 90 days following the Closing Date (or such later date as the Administrative Agent shall determine in its sole discretion, without any requirement for Lender consent), furnish to the Administrative Agent: (a) evidence that mortgage amendments, supplements and restatements in form and substance reasonably satisfactory to the Collateral Agent (the “Mortgage Amendments”) with respect to each of the existing Mortgages have been duly executed, acknowledged and delivered by a duly authorized officer of the applicable Loan Party thereto on or before such date and are in form suitable for filing and recording in all filing or recording offices that the Collateral Agent may deem reasonably necessary or desirable; provided, however, Collateral Agent shall not require any opinions of local counsel that the Mortgage Amendments meet the conditions of this provision; (b) (i) date-down and modification endorsements to the title insurance policy issued in connection with each Mortgage or, where such date-down or modification endorsements are not available with respect to any Mortgage Amendment, a new title insurance policy with respect to the applicable Mortgage, as previously amended and as amended by such Mortgage Amendment, (or, in each case, a commitment to issue such endorsements or new policy having the effect of such policy so endorsed or such a new policy, as the case may be), each issued by a nationally recognized title insurance company and each in form and substance reasonably satisfactory to the Collateral Agent which insure that such Mortgage, as previously amended and as amended by the applicable Mortgage Amendment, continues to create a valid first Lien on the applicable Mortgaged Property described therein, free of any other Liens except Permitted Liens, and (ii) evidence satisfactory to the Collateral Agent that all certificates and affidavits reasonably required by the Collateral Agent and/or the title company issuing the endorsements and/or title policies referenced above and relating to the Borrower, the Mortgages, the Mortgage Amendments and/or title endorsements (or if applicable, to such new title policies) have been delivered; and (c) evidence that all fees, costs and expenses have been paid in connection with the preparation, execution, filing and recordation of the Mortgage Amendments, including, without limitation, reasonable attorneys’ fees, filing and recording fees, title insurance company coordination fees, title insurance premiums, documentary stamp, mortgage and intangible taxes and title search charges and other charges incurred in connection with the recordation of the 113 QDI – A&R Credit Agreement (2014) Mortgage Amendments (it being agreed that the Administrative Agent shall cooperate as reasonably requested by the Borrower to minimize such amounts payable by the Borrower, so long as such cooperation is not inconsistent with the foregoing provisions of this paragraph (c)).

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