Prohibited Action. Between the date of this Agreement and the Closing Date, neither Buyer nor Seller will commit any act or omission that would: (i) disqualify them as parties to an assignment of the Licenses or, as to Buyer, as owner or operator of the Stations and the Assets; (ii) jeopardize the validity of the Licenses or (iii) interfere with the existing relationships between the Stations and their advertisers, suppliers and others.
Prohibited Action. 14.1. It is absolutely prohibited for the Client to take any of the following actions in relation to the Platform(s): ▪ Use, without the prior and written consent of the Company, any software, which applies artificial intelligence analysis, including Robot or similar, to the Company’s systems and/or Platform(s) and/or Client Account. ▪ Intercept, monitor, damage or modify any communication which is not intended for him. ▪ Use any type of spider, virus, worm, Trojan-horse, time bomb or any other codes or instructions that are designed to distort, delete, damage or disassemble the Platform(s) or the communication system or any system of the Company. ▪ Send any unsolicited commercial communication not permitted under applicable law or Applicable Regulations. ▪ Do anything that will or may violate the integrity of the Company computer system or Platform(s) or cause such system(s) to malfunction or stop their operation. ▪ Unlawfully access or attempt to gain access, reverse engineer or otherwise circumvent any security measures that the Company has applied to the Platform(s). ▪ Any action that could potentially allow the irregular or unauthorised access or use of the Platform(s).
14.2. Should the Company reasonably suspect that the Client has violated the terms of paragraph 14.1. above, this shall be considered an Event of Default.
Prohibited Action. Without limiting anything contained in this Agreement to the contrary, Borrowers will, and will cause each of its Subsidiaries to, ensure that no person who owns a controlling interest in or otherwise controls any Borrower or any Subsidiary is or shall be a Sanctioned Person. Borrowers covenant and agree that they shall not use any proceeds of any Credit Extension to fund any operations in, finance any investments or activities in or make any payments to, a Sanctioned Person or a Sanctioned Country, or in any other manner that will result in any violation by any Person (including any Lender, the Administrative Agent or any L/C Issuer) of any Anti-Money Laundering Laws, any Anti-Corruption Laws, or any applicable Sanctions.”
Prohibited Action. The Consultant and Xxxxxxx Xxx shall not engage in any acts or conduct and shall not make any statement which can reasonably be expected to have an adverse affect on the business, financial condition or reputation of the Company or its products.
Prohibited Action. With regard to the Purchased Assets, except with the prior consent of Buyer or as expressly contemplated by this Agreement, Seller shall not:
(a) sell or otherwise dispose of, or grant any mortgage, pledge security interest in, lien or encumbrance on, any of its assets or properties other than in the ordinary course of business, or enter into any agreement with respect thereto;
(b) enter into any employment contract or deferred compensation arrangement with or grant any material increase in the compensation payable or to become payable to any of its employees, make any material increase in any bonus, insurance, or other employee benefit plan, payment, arrangement or policy made to, for or with any such or employees, or institute any employee benefit plan within the meaning of Section 3(3) of ERISA or institute any retirement plan or policy for the issuance of severance pay; and
(c) waive any rights of substantial value in connection with its operations or take any other material action which is not in the ordinary course of business.
Prohibited Action. Unless Owner otherwise directs in writing or any governmental authority directs Manager, Manager shall not, and shall have no authority to, take any action in contravention of this Agreement.
Prohibited Action. The officers shall not, unless the Board has given prior written approval:
(a) do any act in contravention of this Agreement in its present form or as amended;
(b) do any act that would make it impossible to carry on the ordinary business of the Company;
(c) confess a judgment against the Company;
(d) settle any claim the Company may have against an officer or its Affiliates;
(e) amend this Agreement if such amendment materially and adversely affects the rights or duties of a Member;
(f) admit an additional officer or a substituted officer; or
(g) take any action that would constitute a Capital Transaction or Change in Control. To the extent the Board’s consent is required for any of the foregoing matters, the Board shall provide their consent or disapproval in writing to the officers within 15 days after request by the officers. The failure of the Board to provide such written consent or disapproval within said time period shall be deemed disapproval by the Board to the matter under consideration.
Prohibited Action. The term “Prohibited Action” means to (i) exercise or enforce any rights or remedies or assert any claims against the Senior Collateral or Subordinate Lenders’ Collateral; (ii) make any claim or commence or initiate any action, lawsuit, case or proceeding against the Obligor or join together or with any creditor other than, with its consent, the Agent in any action, lawsuit, case or proceeding against the Obligor (including, but not being limited to, proceedings under the United States Federal Bankruptcy Code); (iii) contact any account of the Obligor or attach or take possession of any Senior Collateral or Subordinate Lenders’ Collateral or exercise any right of foreclosure or any right or remedy with respect to the Obligor or the Senior Collateral or Subordinate Lenders’ Collateral; or (iv) take any other action prejudicial to or inconsistent with the Lenders' and Agent's rights and first priority secured position with respect to the Obligor or the Senior Collateral, including, without limitation, any action that will impede, interfere with, restrict, or restrain the exercise by the Agent or any of the Lenders of their rights and remedies under the Senior Loan Documents or contest or support any other person or entity in contesting in any manner the perfection, priority, validity or enforceability of any security interest lien held by the Agent in any of the Senior Collateral or any claims made by the Senior Creditors pursuant to the terms of the Senior Loan Documents.
Prohibited Action. The Agent and Director must not:
(a) (encumber) create, permit, suffer to exist or agree to a Security Interest, over:
(i) the property of the Bank (including the Bank's money);
(ii) the Lease;
(iii) any of the assets, fixtures or fittings on the Premises which are owned, leased or in relation to which the Bank has any interest;
(iv) the property of the Agent; or
(v) any of the assets which are owned, leased or in relation to which the Agent has any interest, unless it is a Permitted Security Interest;
(b) (control) subject to clause 3.3, permit a Change of Control, transfer or dealing in relation to the ownership of the Agent;
(c) (Bank's money) use, deal with, retain, apply or otherwise appropriate any of the Bank's money contrary to the Bank's policies, practices, procedures and directions;
(d) (employment) offer employment to any of the Bank's employees or agents;
(e) (credit) pledge the credit of the Bank, give any undertaking or representation about the provision of credit by the Bank or enter into any contract on behalf of the Bank;
(f) (notify) notify any person other than the applicant, including their spouse, of:
(i) the application for credit by the applicant;
(ii) the approval of the applicant's credit application; or
(iii) the rejection of the applicant's credit application.
(g) (premises) part with or share possession of the Premises or give anyone the right to occupy the Premises;
(h) (cease to operate) relinquish, surrender, abandon or otherwise cease operation of the Branch; unless the Agent has obtained the Bank's prior written consent.
Prohibited Action. With regard to the Business, except with the prior written consent of Buyer, which consent shall not be unreasonably withheld, or as expressly contemplated by this Agreement, Seller shall not:
(a) deviate from any provision of the Business Plan;
(b) sell or otherwise dispose of, or grant any mortgage, pledge security interest in, lien or encumbrance on, any of its assets or properties other than in the ordinary course of business, or enter into any agreement with respect thereto, except as contemplated in the TK Settlement;
(c) enter into any employment contract or deferred compensation arrangement with or grant any material increase in the compensation payable or to become payable to any of its employees, make any material increase in any bonus, insurance, or other employee benefit plan, payment, arrangement or policy made to, for or with any such or employees, or institute any employee benefit plan or institute any retirement plan or policy for the issuance of severance pay;
(d) incur or guaranty any indebtedness for borrowed money other than current liabilities incurred in the ordinary course of business; 28
(e) extend credit on sales other than sales in the ordinary course of business or lend money to any party except in connection with the sale of merchandise in the ordinary course of business;
(f) alter or modify its pricing policies with respect to the sales of merchandise or the terms of any such sales;
(g) enter into any material commitment or transaction other than in the ordinary course of business; or
(h) waive any rights of substantial value in connection with its operations or take any other material action which is not in the ordinary course of business.
