Restrictions on Action Sample Clauses

Restrictions on Action. If any Necessary Action will affect any of the Building Systems, the structural integrity of the Building, or the exterior appearance of the Building, Lessee shall use only those contractors used by Lessor in the Building for work on the Building Systems, or its structure, and Lessor shall provide Lessee (when available and upon Lessee’s request) with notice identifying such contractors and any changes to the list of such contractors, unless such contractors are unwilling or unable to perform such work or the cost of such work is not competitive, in which event Lessee may utilize the services of any other qualified contractors which normally and regularly performs similar work in the Comparable Buildings except for any contractors who Lessor specifically notifies Lessee in writing within five (5) business days of Lessor’s receipt of a Repair Notice or one (1) business days of Lessor’s receipt of an Emergency Notice that Lessee may not use for such work (which notice shall specify the commercially reasonable reasons for Lessor’s not allowing Lessee to use such contractor.)
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Restrictions on Action. Subject to the terms and conditions set forth below in this subsection (e), EBW shall not take any “Action,” as defined in subsection (f) below, until the earliest of: (i) the date on which the Senior Debt shall be paid in full; (ii) the date on which the Company commences a Proceeding; or (iii) the date on which an order for relief is entered against the Company in a Proceeding; provided, however, that if such Action is based exclusively on an Event of Default or event of default which in either case was the cause of the commencement of a Payment Blockage Period, and such Payment Blockage Period ends without such underlying Event of Default or event of default having been cured or waived, then if EBW provides ten (10) days’ written notice to the Senior Creditor that it intends to pursue its rights and remedies under the Subordinated Debt Documents, it shall be permitted to proceed with an Action as allowed by the Subordinated Debt Documents. Notwithstanding the foregoing, if EBW is permitted hereunder to accelerate the maturity of all or any portion of the Protected Payments, and does so at a time at which no Proceeding is then pending, based upon an acceleration of the Senior Debt and such acceleration is rescinded by the Senior Creditor (whether or not any existing Payment Default or Non-Payment Default has been cured or waived), then all Actions taken by EBW shall likewise be rescinded if such Actions were based on account of such acceleration of the Senior Debt by the Senior Creditor. Additionally, if EBW commences any Action (assuming such Action is permitted hereunder) that is against or in connection with any Pledged Stock, it shall immediately cease such Action until further notice from the Senior Creditor at such time as it receives notice that the Senior Creditor has commenced an action against or in connection with the Pledged Stock; provided, however, that EBW may take limited action, such as the giving of notice or placing a bid at a sale, but only to the extent reasonably necessary to protect its interest in excess proceeds of the Pledged Stock.
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Restrictions on Action. Until the Senior Indebtedness is paid in full no Subordinated Creditor or Trustee shall take any action to collect any of the Subordinated Indebtedness or exercise any of the remedies with respect to any of the Subordinated Indebtedness set forth in any of the Subordinated Credit Instruments or that otherwise may be available to such Subordinated Creditor or Trustee, either at law or in equity, provided that (i) in the event Borrower's Obligations are accelerated pursuant to Section 8.2 of the Loan Agreement, such Subordinated Creditor or Trustee may accelerate the Subordinated Indebtedness, (ii) in the event of any Proceeding not initiated by any Subordinated Creditor or Trustee, subject to Section 2.3, such Subordinated Creditor or Trustee may participate in such Proceeding and (iii) any Subordinated Creditor or Trustee may exercise its rights to convert its shares of the Class C Common Stock of Borrower to Class A Common Stock of Borrower to the extent permitted by the Amended and Restated Articles of Incorporation of Borrower as in effect on the date hereof.
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Restrictions on Action. 1. Any such Required Action taken by Tenant in accordance with this Section shall be contracted for only through Landlord's contractors that provided any then outstanding warranties with respect to the roof or windows in the Building, as applicable, or, if none, then through contractors that will not adversely impact any warranties affecting the Building. Any work performed by Tenant or its contractors in connection with the Required Action shall be performed in a manner so as to impact as little as possible any warranties affecting the Building. If any such work by Tenant or its contractors will void any warranties affecting the Building, then Tenant shall not be permitted to take the Required Action, unless approved by Landlord in writing, which approval shall not be unreasonably withheld, conditioned or delayed. 2. To the extent any Required Action by Tenant adversely affects the warranties affecting any portion of the Building, including any warranties affecting the roof or windows in the Building, then Tenant shall be directly responsible for any increased costs Landlord may actually incur in connection therewith. 3. If any Required Action will affect the Common Areas of the Building, any structure of the Building (other than the roof or the windows, and then only to the extent absolutely necessary for Tenant to carry out the Required Action in order to cure the leak in the roof or in the windows), the main Building systems that service other occupants of the Building (specifically including fire and life safety systems) as opposed to merely the distribution of such main Building systems within Tenant's Premises, the structural integrity of the Building, the exterior appearance of the Building, or any other tenant's leased space, Tenant shall not be permitted to take the Required Action.
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Restrictions on Action. The Owner Trustee shall not take any action (a) that is inconsistent with the purposes set forth in Section 2.03 hereof, (b) that would result in the Issuer being treated as an association taxable as a corporation for federal income tax purposes, (c) if the Owner Trustee has been notified that such action would cause any of the Rating Agencies to downgrade its rating of any class of the Notes or (d) to cause or to consent to the filing of a petition in bankruptcy against the Issuer for any reason until at least 367 days after payment in full of all the Notes, and the Transferor shall not direct the Owner Trustee to take any such action. The Owner Trustee shall be under no obligation to exercise any of its rights or powers vested in it hereunder if the Bank reasonably concludes that the security and indemnity provided for in Article X of this Agreement is not, at such time, adequate to cover all reasonable liabilities, fees, costs, expenses (including outside attorneys' fees) and related charges which are likely to be incurred in connection with the taking of such action; PROVIDED, HOWEVER, that the decision of the Owner Trustee to refrain from taking any such action shall not be construed to relieve the Issuer of any of its obligations under the Notes.
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Restrictions on Action. Notwithstanding any other provision of this ---------------------- Agreement or any other provision of law that otherwise so empowers the Company to the contrary, until the date on which all obligations of the Company under the Mortgage and the Loan are indefeasibly and fully satisfied, the Company shall not do any of the following: (a) engage in any business or activity other than those set forth in Section 1,4 above; (b) incur any indebtedness (including, but not limited to, loans from Members), or assume or guaranty any indebtedness of any other entity, other than the incurrence of the Loan and such other indebtedness as may be permitted under the Mortgage; (c) dissolve or liquidate, in whole or in part, consolidate or merge with or into any other entity or convey or transfer its properties and assets substantially as an entirety to an entity; (d) acquire all, or substantially all, of the assets or capital stock or other ownership interest of any corporation or other entity; (e) without the Consent of all of the Members institute proceedings to be adjudicated bankrupt or insolvent, consent to the institution of bankruptcy or insolvency proceedings against it, or file, or consent to, a petition seeking reorganization or relief under any applicable federal or state law relating to bankruptcy or insolvency, or consent to the appointment of a receiver, liquidator, assignee, trustees sequestrator (or other similar official) of the Company or any substantial part of its property, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take corporate action in furtherance of any such action; provided however, that if there -------- ------- shall not be at least one (1) Independent Director as required pursuant to Section 1.6 hereof, no vote upon any matter set forth in this Section 5.1 - E. shall be taken unless and until such an Independent Member with such an Independent Director shall have been duly admitted and voting.
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Restrictions on Action. Until the Senior Indebtedness is paid in full no Subordinated Creditor or Third Trustee shall take any action to collect any of the Subordinated Indebtedness or exercise any of the remedies with respect to any of the SUBORDINATION AGREEMENT (Junior) Subordinated Indebtedness set forth in any of the Subordinated Credit Instruments or that otherwise may be available to such Subordinated Creditor or Third Trustee, either at law or in equity, provided that (i) in the event Issuer's Obligations are accelerated pursuant to Section 5.2 of the New Restructured Second Secured PIK Note Indenture, such Subordinated Creditor or Third Trustee may accelerate the Subordinated Indebtedness, and (ii) in the event of any Proceeding not initiated by any Subordinated Creditor or Third Trustee, subject to Section 2.3, such Subordinated Creditor or Third Trustee may participate in such Proceeding .
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Related to Restrictions on Action

  • Restrictions on U.S Transfers. Transfers of interests in the Regulation S Global Security to U.S. persons (as defined in Regulation S) shall be limited to transfers made pursuant to the provisions of Section 3.03(h)(C).

  • Restrictions on Sale This Debenture has not been registered under the Securities Act of 1933, as amended (the "Act") and is being issued under Section 4(2) of the Act and Rule 506 of Regulation D promulgated under the Act. This Debenture and the Common Stock issuable upon the conversion thereof may only be sold pursuant to registration under or an exemption from the Act.

  • Restrictions on Use Tenant shall use the Premises and Landlord’s Equipment in a careful, safe and proper manner, shall not commit or suffer any waste on or about Landlord’s Property or with respect to Landlord’s Equipment, and shall not make any use of Landlord’s Property and/or Landlord’s Equipment which is prohibited by or contrary to any laws, rules, regulations, orders or requirements of public authorities, or which would cause a public or private nuisance. Tenant shall comply with and obey all laws, rules, regulations, orders and requirements of public authorities which in any way affect the use or operation of Landlord’s Equipment and the use, operation or occupancy of Landlord’s Property. Tenant, at its own expense, shall obtain any and all permits, approvals and licenses necessary for use of the Landlord’s Equipment and the Premises (copies of which shall be provided to the Landlord), provided that Landlord shall be responsible for obtaining a certificate of occupancy for the Building generally (i.e., as opposed to a certificate of occupancy for the Premises after the performance of any work by Tenant, which shall be Tenant’s responsibility) and any other permits, approvals and licenses necessary generally for the use of Landlord’s Equipment and Landlord’s Property. Tenant shall not overload the floors or other structural parts of the Building; and shall not commit or suffer any act or thing on Landlord’s Property which is illegal, unreasonably offensive, unreasonably dangerous, or which unreasonably disturbs other tenants. Tenant shall not knowingly do or permit to be done any act or thing on Landlord’s Property or with Landlord’s Equipment which will invalidate or be in conflict with any insurance policies, or which will increase the rate of any insurance, covering the Building. If, because of Tenant’s failure to comply with the provisions of this Section or due to any use of the Premises or activity of Tenant in or about Landlord’s Property, the Insurance Costs are increased, Tenant shall pay Landlord the amount of such increase caused by the failure of Tenant to comply with the provisions of this Section or by the nature of Tenant’s use of the Premises. Tenant shall cause any fire lanes in the front, sides and rear of the Building to be kept free of all parking associated with its business or occupancy and in compliance with all applicable regulations. Tenant shall conduct its business at all times so as not to annoy or be offensive to other tenants and occupants in Landlord’s Property. Tenant shall not permit the emission of any objectionable noise or odor from the Premises and shall at its own cost install such extra sound proofing or noise control systems and odor control systems, as may be needed to eliminate unreasonable noise, vibrations and odors, if any, emanating from the Premises being heard, felt or smelled outside the Premises. Tenant shall not place any file cabinets bookcases, partitions, shelves or other furnishings or equipment in a location which abuts or blocks any windows.

  • Restrictions on Lobbying The subrecipient shall not use funds made available to it under this Agreement to pay for, influence, or seek to influence any officer or employee of a State or Federal government.

  • Restrictions on Liens Create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets (real or personal, tangible or intangible, including, without limitation, the Borrowing Base Properties), whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable with recourse) or assign any right to receive income or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute, or grant rights with respect to, or otherwise encumber or create a security interest in, such property or assets (including, without limitation, any item of Collateral) or any portion thereof or any other revenues therefrom or the proceeds payable upon the sale, transfer or other disposition of such property or asset or any portion thereof, or permit or suffer any such action to be taken, except the following (singly and collectively, “Permitted Liens”): 8.2.1 Liens created by the Loan Documents; 8.2.2 Liens to secure Permitted Debt that by the terms of Section 8.4 is permitted to be secured, provided that (x) the Borrower will be in compliance with the Financial Covenants considering the consequences of the granting of any such Lien and (y) no such Lien shall be secured by any Borrowing Base Property, the ownership interest in any Borrowing Base Property Owner, or any other assets of any Borrowing Base Property Owner; 8.2.3 Liens for taxes, assessments or other governmental charges not yet delinquent or which are being diligently contested in good faith and by appropriate proceedings, if (x) to the extent such contest concerns a Borrowing Base Property, reasonable reserves in an amount not less than the tax, assessment or governmental charge being so contested shall have been established in a manner reasonably satisfactory to the Administrative Agent or deposited in cash (or cash equivalents) with the Administrative Agent to be held during the pendency of such contest, or such contested amount shall have been duly bonded in accordance with applicable law, (y) no imminent risk of sale, forfeiture or loss of any interest in any Borrowing Base Property or the Collateral or any part thereof arises during the pendency of such contest and (z) such contest does not have and could not reasonably be expected to have a Material Adverse Effect; 8.2.4 Liens in respect of property or assets imposed by law, which do not secure Debt, such as judgment Liens (provided such judgment Liens do not cause the occurrence of an Event of Default under Section 10.1), carriers’, warehousemen’s, material men’s and mechanics’ liens and other similar Liens arising in the ordinary course of business, (x) which, except for such judgment Liens, do not in the aggregate materially detract from the value of any property or assets or have, and could not reasonably be expected to have, a Material Adverse Effect, (y) which, except for such judgment Liens, are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien, and (z) which as to any Borrowing Base Property do not have a lien priority prior to the Lien in favor of the Administrative Agent, for the benefit of the Lenders, with respect to the Obligations, including, without limitation, any future Loan Advances; 8.2.5 Personal property financing leases entered into in the ordinary course of business with respect to equipment, fixtures, furniture, furnishings and similar assets.

  • Restrictions on Testing If the Engineer will perform commercial laboratory testing under this contract, on any project the Engineer may not perform more than one of the following types of testing: 1. verification testing; 2. quality control testing; or 3. independent assurance testing

  • Restrictions on Resale The Awardee agrees not to sell any Shares at a time when Applicable Laws, Company policies, or an agreement between the Company and its underwriters prohibit a sale. This restriction shall apply as long as the Awardee is a Service Provider and for such period after the Awardee's Termination of Service as the Administrator may specify.

  • Restrictions on Holders Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of the notice referred to in Section 6(c)(iii)(C) or any notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof (in each case, a "SUSPENSION NOTICE"), such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until (i) such Holder has received copies of the supplemented or amended Prospectus contemplated by Section 6(c)(iv) hereof, or (ii) such Holder is advised in writing by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus (in each case, the "RECOMMENCEMENT DATE"). Each Holder receiving a Suspension Notice hereby agrees that it will either (i) destroy any Prospectuses, other than permanent file copies, then in such Holder's possession which have been replaced by the Company with more recently dated Prospectuses or (ii) deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of the Suspension Notice. The time period regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by a number of days equal to the number of days in the period from and including the date of delivery of the Suspension Notice to the date of delivery of the Recommencement Date.

  • Restrictions on Shares The shares of Common Stock issuable upon exercise of this Warrant may not be sold or transferred unless (i) they first shall have been registered under the Securities Act and applicable state securities laws, (ii) the Corporation shall have been furnished with an opinion of legal counsel (in form, substance and scope customary for opinions in such circumstances) to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act or (iii) they are sold under Rule 144 under the Act. Except as otherwise provided in the Securities Purchase Agreement, each certificate for shares of Common Stock issuable upon exercise of this Warrant that have not been so registered and that have not been sold under an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS UNLESS OFFERED, SOLD OR TRANSFERRED UNDER AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Upon the request of a holder of a certificate representing any shares of Common Stock issuable upon exercise of this Warrant, the Corporation shall remove the foregoing legend from the certificate and issue to such holder a new certificate therefor free of any transfer legend, if (i) with such request, the Corporation shall have received either (A) an opinion of counsel, in form, substance and scope customary for opinions in such circumstances, to the effect that any such legend may be removed from such certificate, or (B) satisfactory representations from Holder that Holder is eligible to sell such security under Rule 144 or (ii) a registration statement under the Securities Act covering the resale of such securities is in effect. Nothing in this Warrant shall (i) limit the Corporation's obligation under the Registration Rights Agreement, or (ii) affect in any way Holder's obligations to comply with applicable securities laws upon the resale of the securities referred to herein.

  • Restrictions on Assignments (a) No Seller Party may assign its rights, or delegate its duties hereunder or any interest herein without the prior written consent of the Agents (except a Seller Party may delegate certain administrative duties to an Affiliate, such as payroll, financial reporting, tax and the like, so long as such Seller Party remains liable for performance of such duties). (b) This Agreement and the Purchasers’ rights and obligations herein (including ownership of the Asset Interest) shall be assignable by the Purchasers and their successors and assigns to any Eligible Assignee (including, without limitation, pursuant to a Liquidity Agreement). Each assignor of an Asset Interest or any interest therein shall notify the Administrative Agent, the Purchaser Agent of such assignor’s Purchaser Group and the Seller of any such assignment. Each assignor of a Asset Interest or any interest therein may, in connection with any such assignment, disclose to the assignee or potential assignee any information relating to any Seller Party or any Originator, furnished to such assignor by or on behalf of such Seller Party or by any Agent; provided that, prior to any the disclosure of any Seller Information, the assignee or potential assignee agrees to preserve the confidentiality of any such information which is confidential in accordance with the provisions of Section 14.7 hereof. (c) Each Liquidity Bank may assign to any Eligible Assignee or to any other Liquidity Bank all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of any Asset Interest therein owned by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $10,000,000 and (y) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such time, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent and the Purchaser Agent in such Liquidity Bank’s Purchaser Group, an Assignment and Acceptance Agreement, and (iv) to the extent applicable, concurrently with such assignment, such assignor Liquidity Bank shall assign to such assignee Liquidity Bank or other Eligible Assignee an equal percentage of its rights and obligations under any Liquidity Agreement. (d) Notwithstanding any other provision of this Section 12.1, (i) any Liquidity Bank may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of Earned Discount) under this Agreement or under any Liquidity Agreement to secure obligations of such Liquidity Bank to a Federal Reserve Bank, without notice to or consent of the Seller or any Agent; provided that no such pledge or grant of a security interest shall release a Liquidity Bank from any of its obligations hereunder or under such Liquidity Agreement, as the case may be, or substitute any such pledgee or grantee for such Liquidity Bank as a party hereto or to such Liquidity Agreement, as the case may be; and (ii) each Purchaser may assign and grant a security interest in all of its rights in the Transaction Documents, together with all of its rights and interest in the Asset Interest, to secure such Purchaser’s obligations under or in connection with the Commercial Paper Notes, the related Liquidity Agreement, and certain other obligations of such Purchaser incurred in connection with the funding of the Purchases and Reinvestments hereunder, which assignment and grant of a security interest shall not be considered an “assignment” prior to the enforcement of such security interest, for purposes of any provision of this Agreement.

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