Common use of Restricted Activities and Transactions Clause in Contracts

Restricted Activities and Transactions. Without the prior written consent of the Purchaser, the Seller shall not engage in any one or more of the following activities or transactions with respect to the Business: (a) directly or indirectly create, incur or assume any Lien, other than Permitted Liens, on or with respect to any property or asset (including any document or instrument in respect of goods) of the Business, whether now owned or hereafter acquired, or any income or profits therefrom; (b) Transfer, or agree to Transfer, any part of the Business's assets, properties or rights, other than in the ordinary course of the business of the Business in accordance with past practice; (c) enter or agree to enter, into any agreement or arrangement granting any preferential rights to purchase any of the Business's assets, properties or rights (including, without limitation, the Transferred Assets) or requiring the consent of any party to the Transfer of any such assets, properties or rights; (d) make or permit to be made any amendment to or termination of any Contract or any Approval relating to the Business other than in the ordinary course of business in accordance with past practice; (e) make any change in any profit-sharing, pension, retirement, long-term disability, hospitalization, insurance or other Employee Benefit Plan, payment or arrangement, except in the ordinary course consistent with past practice or as required by Law; (f) enter into any collective bargaining agreement; (g) enter into any contract or agreement except in the ordinary course of business in accordance with past practice; or (h) except in the ordinary course of business, enter into any compromise or settlement of any Action affecting or relating to the Business or any of its properties, assets or businesses.

Restricted Activities and Transactions. Without the prior written consent of the Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed, prior to the First Closing, the Seller shall not engage in any one or more of the following activities or transactions with respect to the Business: (a) directly or indirectly create, incur or assume any Lien, Lien (other than Permitted Liens, ) on or with respect to any property or asset (including any document or instrument in respect of goods) of the Business, whether now owned or hereafter acquired, or any income or profits therefrom; (b) Transfer, or agree to Transfer, any part of the Business's ’s assets, properties or rights, other than in the ordinary course of the business of the Business in accordance with past practice; (c) enter or agree to enter, into any agreement or arrangement granting any preferential rights to purchase any of the Business's ’s assets, properties or rights (including, without limitation, the Transferred Assets) or requiring the consent of any party to the Transfer of any such assets, properties or rights; (d) make or permit to be made any material amendment to or termination of any Contract Contract, License or any Approval relating to the Business other than in the ordinary course of business in accordance with past practice; (e) make any material change in any profit-sharing, pension, retirement, long-term disability, hospitalization, insurance or other Employee Benefit Plan, payment or arrangement, except in the ordinary course consistent with past practice or as required by Law; (f) enter into any collective bargaining agreement; (g) enter into any material contract or agreement except in the ordinary course of business in accordance with past practicepractice and in no event for a term in excess of one year; or (h) except in the ordinary course of business, enter into any compromise or settlement of any material Action affecting or relating to the Business or any of its properties, assets or businesses; (i) do or permit to occur any of the things referred to in Section 5.8(b)(ii)–(iv) hereof; or (j) otherwise take any other action which would result in a breach of any of the representations or warranties set forth in Article V hereof. Notwithstanding the above, the parties acknowledge that (i) certain of the Seller’s health plans and retirement plans shall be terminated as of the First Closing; (ii) Seller shall enter into certain severance, employment and consulting arrangements prior to the First Closing; provided, however, that Purchaser shall have no liability under such arrangements unless expressly provided in this Agreement; and (iii) Seller will be acquiring certain Transferred Assets and refinancing certain Transferred Assets prior to the First Closing or Second Closing, as Seller determines in its sole discretion, which may be encumbered by certain Liens incurred in either of the aforementioned acquisitions and refinancings which Seller will be responsible for satisfying and removing in connection with its delivery of the Transferred Assets at the First Closing or Second Closing, as applicable.

Restricted Activities and Transactions. Without the prior written consent of the Purchaser, the Seller shall not engage in any one or more of the following activities or transactions with respect to the Business: (a) directly or indirectly create, incur or assume any Lien, other than Permitted Liens, Lien on or with respect to any property or asset (including any document or instrument in respect of goods) of the Business, whether now owned or hereafter acquired, or any income or profits therefrom; (b) Transfertransfer, or agree to Transfer, any part of the Business's assets, properties or rights, other than in the ordinary course of the business of the Business in accordance with past practice; (c) enter or agree to enter, into any agreement or arrangement granting any preferential rights to purchase any of the Business's assets, properties or rights (including, without limitation, the Transferred Assets) or requiring the consent of any party to the Transfer of any such assets, properties or rights; (d) make or permit to be made any amendment to or termination of any Contract or any Approval relating to the Business other than in the ordinary course of business in accordance with past practice; (e) make any change in any profit-sharing, pension, retirement, long-term disability, hospitalization, insurance or other Employee Benefit Plan, payment or arrangement, except in the ordinary course consistent with past practice or as required by Law; (f) enter into any collective bargaining agreement; (g) enter into any contract or agreement except in the ordinary course of business in accordance with past practice; or (h) except in the ordinary course of business, enter into any compromise or settlement of any Action affecting or relating to the Business or any of its properties, assets or businesses; (i) do or (to the extent of Seller's control) permit to occur any of the things referred to in Section 5.8(b)(ii)-(v) hereof; or (j) otherwise take any other action or (to the extent within Seller's control) permit any other event to occur which would result in a breach of any of the representations or warranties set forth in Article V hereof.

Restricted Activities and Transactions. Without the prior written consent of the Purchaser, the Seller shall not engage in any one or more of the following activities or transactions with respect to the Business: (a) directly or indirectly create, incur or assume any Lien, Lien (other than Permitted Liens, ) on or with respect to any property or asset (including any document or instrument in respect of goods) of the Business, whether now owned or hereafter acquired, or any income or profits therefrom; (b) Transfer, or agree to Transfer, any part of the Business's assets, properties or rights, other than in the ordinary course of the business of the Business in accordance with past practice; (c) enter or agree to enter, into any agreement or arrangement granting any preferential rights to purchase any of the Business's assets, properties or rights (including, without limitation, the Transferred Assets) or requiring the consent of any party to the Transfer of any such assets, properties or rights; (d) make or permit to be made any amendment to or termination of any Contract or any Approval relating to the Business other than in the ordinary course of business in accordance with past practice; (e) make any change in any profit-sharing, pension, retirement, long-term disability, hospitalization, insurance or other Employee Benefit Plan, payment or arrangement, except in the ordinary course consistent with past practice or as required by Law; (f) enter into any collective bargaining agreement; (g) enter into any contract or agreement except in the ordinary course of business in accordance with past practicepractice and in no event for a term in excess of one year; or (h) except in the ordinary course of business, enter into any compromise or settlement of any Action affecting or relating to the Business or any of its properties, assets or businesses; (i) do or permit to occur any of the things referred to in Section 5.8(b) hereof; or (j) otherwise take any other action or permit any other event to occur which would result in a breach of any of the representations or warranties set forth in Article V hereof.