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Prohibited Changes Sample Clauses

Prohibited Changes. Client may not, at any time, modify or change any other aspect of the Splunk environment, with the exception of those items listed in 12.1, without review and approval from The BlueVoyant SOC.
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Prohibited Changes. The Seller and the Buyer agree that, with respect to the period between the date of this Agreement and the Closing Date, without the prior written consent of the Buyer, the Company shall not make or change any election, change an annual accounting period, adopt or change any accounting method, file any amended Tax Return, enter into any Closing Agreement, settle any Tax claim or assessment relating to the Company, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Company, or take any other similar action relating to the filing of any Tax Return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action would have the effect of increasing the Tax liability of the Company for any period ending after the Closing Date or decreasing any Tax attribute of the Company existing on the Closing Date.
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Prohibited Changes. Except as otherwise contemplated by this Agreement or Schedule 4.1 hereto, Seller shall use commercially reasonable efforts to prevent the Company from taking any of the following actions without the prior written approval of Buyer, which approval shall not be unreasonably withheld or delayed: (i) Sell, consume or otherwise dispose of any assets material to the Company other than in the ordinary course of business or consistent with past practice; (ii) Other than purchase and sales contracts entered into in the ordinary course of business, enter into or amend in any material adverse respect any contracts or commitments of any kind requiring the aggregate expenditure by the Company of an amount in excess of $50,000 or which irrespective of amount, could have a material adverse effect on the Company; (iii) Pledge or subject to any Lien any assets material to the Company; (iv) Amend the organizational documents of the Company; (v) Issue any shares of capital stock or other interests or evidences or types of ownership or make any change in the issued and outstanding capital stock of the Company, issue any warrant, option or other right to purchase shares of capital stock, or redeem, purchase or otherwise acquire any shares of capital stock, of the Company; (vi) Other than intercompany loans made in a manner consistent with past practice, assume, incur or guarantee any obligation or liability for borrowed money; (vii) Cancel any debts owed to it or waive any material claim or right of substantial value, except for compromises of trade debt in the ordinary course of business; (viii) Make any changes in its accounting methods, principles or practices except as required by changes in generally accepted accounting principles; (ix) Other than intercompany loans made in a manner consistent with past practice, pay, discharge or satisfy any claim, liability or obligation, other than liabilities or obligations reflected or reserved against in the Company's accounts or incurred in the ordinary course of business or consistent with past practice; (x) Prepay any obligation having a fixed maturity of more than 90 days from the date such obligation was issued or incurred; (xi) Write down the value of any inventory or write off as uncollectible any notes or accounts receivable, except for non-material write-downs and non-material write-offs required in accordance with generally accepted accounting principles or in the ordinary course of business or consistent with past practi...
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Prohibited Changes. RB shall not be required to make any changes to the Work that materially and adversely affect the Project.
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Prohibited Changes. You agree that You will not re-arrange, disconnect, remove, reconfigure or repair any Equipment, including passwords, except by prior written agreement with Key 2 Communications Inc.. Terminal equipment provided by You may be connected with Key 2 Communications Inc.'s facilities only by prior special written agreement with Key 2 Communications Inc..
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Prohibited Changes. Seller shall not make any changes to the specifications for the Goods without Buyer’s prior written consent, including without limitation changes that affect fit, form and/or function, after Buyer’s approval of any evaluation samples (if applicable). Likewise, Seller shall not change its manufacturing processes for the Goods, its manufacturing locations, or its sources of supply for the Goods or any raw materials integrated into the Goods without Buyer’s prior written consent. Seller shall not discontinue the manufacture of Goods without providing at least 180 days prior written notice to Buyer. Seller may not change the quantity specified in the Order without Xxxxx’s consent in writing. Early or partial shipments will not be accepted unless agreed upon by Xxxxx in writing.
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Prohibited Changes. Except for, or in connection with, the settlement of any claim, lawsuit or administrative or regulatory proceeding pending or hereafter brought against CalFarm, Cal-Ag or CalFarm Agency for which Seller will provide notice to Buyer, and except as otherwise contemplated by this Agreement, Seller shall prevent CalFarm, Cal-Ag or CalFarm Agency from taking any of the following actions without the prior written approval of Buyer: (i) Sell, consume or otherwise dispose of any assets material to CalFarm, Cal-Ag or CalFarm Agency except in the ordinary course of business consistent with past practice; or (ii) Enter into any contract or commitment of any kind material to CalFarm, Cal-Ag or CalFarm Agency except in the ordinary course of business; or (iii) Mortgage, pledge or subject to Liens any assets material to CalFarm, Cal-Ag or CalFarm Agency except Permitted Liens; or (iv) Amend the articles of incorporation or bylaws of CalFarm, Cal-Ag or CalFarm Agency; or (v) Issue any capital stock of CalFarm or make any change in the issued and outstanding capital stock of such CalFarm, Cal-Ag or CalFarm Agency issue any warrant, option or other right to purchase shares of the capital stock of CalFarm, Cal-Ag or CalFarm Agency or any security convertible into the capital stock of any such company; or redeem, purchase or otherwise acquire any shares of the capital stock of CalFarm, Cal-Ag or CalFarm Agency; or (vi) Declare any dividend on, or make any distribution on the Shares or on the shares of capital stock of Cal-Ag or CalFarm Agency; or (vii) Assume, incur or guarantee any obligation or liability for borrowed money, other than in the ordinary course of business consistent with past practice; or (viii) Cancel any debts owed to CalFarm, Cal-Ag or CalFarm Agency except for compromises of trade debt in the ordinary course of business consistent with past practice; or (ix) Make any changes in their accounting methods, principles or practices; or (x) Make any increase, except as consistent with past practice or as otherwise contemplated by this Agreement, in the wages, salaries, compensation, pension or other benefits payable to any officer of CalFarm, Cal-Ag or CalFarm Agency with a title of Vice President or above who will be an officer of CalFarm, Cal-Ag or CalFarm Agency after the Closing.
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Prohibited Changes. No Guarantor shall demand, accept or take any action to collect any payment on account of the Subordinated Obligations.
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Prohibited Changes. Except to better meet the needs of the DISTRICT, at no time shall the DISTRICT request major deviations from the original Scope of Work contained in Exhibit B of this Agreement, nor shall the DISTRICT accept or approve any request made by BROKER for major deviations from the original Scope of Work contained in Exhibit B of this Agreement.
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Related to Prohibited Changes

  • Prohibited Items Only refrigeration appliances supplied with the Room are to be used. No other refrigeration items are to be brought into the Room. In order for appliances to be used in the Residence, they must bear a visible serial number and a CSA or UL identification tag. Irons, toaster ovens, coffee makers, electric kettles protected by automatic “shut off” may be used. Appliances found in rooms that do not bear a CSA or UL identification tag will be removed by the Manager at the Resident’s expense, without liability to the Manager for spoilage or damage to the appliance removed. The following are prohibited: open coil hot plates, deep fryers, indoor barbecues, fondues and the like; pets; candles, incense, lava lamps, halogen lamps, large musical instruments or noise producing devices such as subwoofers and PA systems, illegal substances, alcohol and illegal drug paraphernalia, single serving glass alcohol containers (i.e. beer bottles, coolers, etc.), novelty glass liquor bottles, and large common source containers (i.e. kegs, 60oz containers); weapons, replica weapons, or any device that is designed for (or could be used for) the purpose to intimidate, threaten, harm, or kill.

  • PROHIBITED TERMS Any term included in this Contract that requires the State to indemnify or hold Contractor harmless; requires the State to agree to binding arbitration; limits Contractor’s liability for damages resulting from death, bodily injury, or damage to tangible property; or that conflicts with this provision in any way shall be void ab initio. Nothing in this Contract shall be construed as a waiver of any provision of §00-000-000 C.R.S. Any term included in this Contract that limits Contractor’s liability that is not void under this section shall apply only in excess of any insurance to be maintained under this Contract, and no insurance policy shall be interpreted as being subject to any limitations of liability of this Contract.

  • Prohibited Transfers (a) In the event any Founder should sell any Founders Shares in contravention of the co-sale rights of the Investors under Section 5 (a “Prohibited Transfer”), the Investors, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and the Founder shall be bound by the applicable provisions of such option. (b) In the event of a Prohibited Transfer, each Eligible Investor shall have the right to sell to the Founder the type and number of shares of Common Stock equal to the number of shares that such Eligible Investor would have been entitled to transfer to the third-party transferee(s) under Section 5.2 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms thereof. Such sale shall be made on the following terms and conditions: (i) The price per share at which the shares are to be sold to the Founder shall be equal to the price per share paid by the third-party transferee(s) to the Founder in the Prohibited Transfer. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Founder shall also reimburse each Eligible Investor for any and all fees and expense, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible Investor’s rights under Section 5. (ii) Within thirty (30) days after the later of the dates on which the Eligible Investor (A) received notice of the Prohibited Transfer or (B) otherwise became aware of the Prohibited Transfer, each Eligible Investor shall, if exercising the option created hereby, deliver to the Founder the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer. (iii) The Founder shall, upon receipt of the certificate or certificates for the shares to be sold by an Eligible Investor pursuant to this Section 5, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in subparagraph 5.5(b)(i), in cash or by other means acceptable to the Eligible Investor. (c) Notwithstanding the foregoing, any attempt by a Founder to transfer Founders Shares in violation of Section 5 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee(s) as the holder of such shares, without the written consent of two-thirds (2/3) in interest of the Eligible Investors.

  • Prohibited Actions The Company agrees that it will not take any action which would entitle the Warrantholder to an adjustment of the Exercise Price if the total number of shares of Common Stock issuable after such action upon exercise of this Warrant, together with all shares of Common Stock then outstanding and all shares of Common Stock then issuable upon the exercise of all outstanding options, warrants, conversion and other rights, would exceed the total number of shares of Common Stock then authorized by its Charter.

  • Prohibited Transactions and Activities None of the Depositor, the Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy of the Trust Fund, (iii) the termination of the Trust Fund pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for any REMIC created hereunder (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Collection Account or the Distribution Account for gain, nor accept any contributions to any REMIC created hereunder after the Closing Date (other than a Qualified Substitute Mortgage Loan delivered in accordance with Section 2.03), unless it has received an Opinion of Counsel, addressed to the Trustee (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any of any REMIC Regular Interest created hereunder as a REMIC or (b) cause any REMIC Regular Interest created hereunder to be subject to a tax on “prohibited transactions” or “contributions” pursuant to the REMIC Provisions.

  • No Prohibited Transactions None of the Company, any of its Subsidiaries, or, to the Knowledge of the Company, any of their respective directors, officers, employees or agents has, with respect to any Employee Plan, engaged in or been a party to any breach of fiduciary duty or non-exempt “prohibited transaction” (as defined in Section 4975 of the Code or Section 406 of ERISA) that could reasonably be expected to result in the imposition of a material penalty assessed pursuant to Section 502(i) of ERISA or a material Tax imposed by Section 4975 of the Code, in each case applicable to the Company Group or any Employee Plan, or for which the Company Group has any indemnification obligation.

  • Prohibited Conduct In providing the services described in this agreement, the Sub-Advisor will not consult with any other investment advisory firm that provides investment advisory services to any investment company sponsored by Principal Life Insurance Company regarding transactions for the Fund in securities or other assets.

  • Prohibited Activities You may not access or use the Site for any purpose other than that for which we make the Site available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us. As a user of the Site, you agree not to:

  • Prohibited Transactions Since the earlier of (a) such time as such Investor was first contacted by the Company or any other Person acting on behalf of the Company regarding the transactions contemplated hereby or (b) thirty (30) days prior to the date hereof, neither such Investor nor any Affiliate of such Investor which (x) had knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to such Investor’s investments or trading or information concerning such Investor’s investments, including in respect of the Securities, or (z) is subject to such Investor’s review or input concerning such Affiliate’s investments or trading (collectively, “Trading Affiliates”) has, directly or indirectly, effected or agreed to effect any short sale, whether or not against the box, established any “put equivalent position” (as defined in Rule 16a-1(h) under the 0000 Xxx) with respect to the Common Stock, granted any other right (including, without limitation, any put or call option) with respect to the Common Stock or with respect to any security that includes, relates to or derived any significant part of its value from the Common Stock or otherwise sought to hedge its position in the Securities (each, a “Prohibited Transaction”). Prior to the earliest to occur of (i) the termination of this Agreement, (ii) the Effective Date or (iii) the Effectiveness Deadline, such Investor shall not, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in a Prohibited Transaction. Such Investor acknowledges that the representations, warranties and covenants contained in this Section 5.11 are being made for the benefit of the Investors as well as the Company and that each of the other Investors shall have an independent right to assert any claims against such Investor arising out of any breach or violation of the provisions of this Section 5.11.

  • Not Plan Assets; No Prohibited Transactions None of the assets of the Borrower, any other Loan Party or any other Subsidiary constitutes “plan assets” within the meaning of ERISA, the Internal Revenue Code and the respective regulations promulgated thereunder. Assuming that no Lender funds any amount payable by it hereunder with “plan assets,” as that term is defined in 29 C.F.R. 2510.3-101, the execution, delivery and performance of this Agreement and the other Loan Documents, and the extensions of credit and repayment of amounts hereunder, do not and will not constitute “prohibited transactions” under ERISA or the Internal Revenue Code.

Most Referenced Clauses

Most Referenced Definitions