Pre-Closing Negative Covenants Sample Clauses
Pre-Closing Negative Covenants are contractual provisions that restrict certain actions by a party, typically the seller, between the signing of an agreement and the closing of a transaction. These covenants often prohibit activities such as incurring new debt, selling assets, or making significant business changes without the buyer’s consent during this interim period. Their core function is to preserve the value and condition of the business as agreed upon, ensuring that the buyer receives the company in substantially the same state as when the deal was signed, thereby mitigating the risk of adverse changes before closing.
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 ...
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...
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.
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 un▇▇▇ ▇his Agreement:
(a) without Hines' prior written consent (which consent shall not be unr▇▇▇▇▇ably 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 in▇▇▇▇ 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 ▇▇▇▇ 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 ▇▇▇▇ Lease and Guidelines shall be acceptable to each party in its sole discretion, If Hines objects to the proposed transaction it shall notify SL▇ ▇▇ the reasons for its objection within such five day period. If Hines fails to respond as provided in the preceding sentence ▇▇▇▇in such five day period, Hines' consent shall be deemed given. If Hines consents to a▇▇ ▇▇ch transaction, such consent shall b▇ ▇▇▇ject to review and approval of final documentation, and SLR will provide Hines with copies of the applicable Lease documents as negot▇▇▇▇▇ns 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 withhe▇▇ ▇▇ovided there are no material changes to the transaction as originally presented to Hines for its consent as described above. Hines shall respon▇ ▇▇ SLR's request for final consent withi▇ ▇▇▇e days. If Hines objects to the proposed transaction it shall notify SL▇ ▇▇ the reasons for its objection within such five day period. If Hines fails to respond as provided in the preceding sentence ▇▇▇▇in such five day
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: