Restrictions on the Business. Except (i) as expressly required by this Agreement, (ii) for items necessary or desirable to effect the Restructuring, (iii) as set forth in Section 6.2 of the Seller Disclosure Schedule, (iv) to the extent required by Law or (v) as Buyer may otherwise consent in writing (which consent will not be unreasonably withheld, conditioned or delayed), during the Pre-Closing Period, Seller will not, and will ensure that its Subsidiaries do not, take any of the following actions, in the case of Section 6.2(a) through Section 6.2(w) and Section 6.2(y), with respect to the Business, the Acquired Assets or the Assumed Liabilities:
(a) modify or amend any of the organizational documents of the Transferred Subsidiary in any manner that would be material and adverse to Buyer;
(b) declare, or pay any distribution or make any distribution in respect of any equity interests or securities of the Transferred Subsidiary, other than (1) cash distributions declared and paid prior to 11:59 p.m. (local time) on the date immediately prior to the Closing Date and (2) actions taken in connection with the carve-out of the Business that would be Excluded Liabilities hereunder;
(c) other than in the ordinary course of business, (i) sell, lease, license (other than non-exclusive licenses granted in the ordinary course), transfer or otherwise dispose of or encumber any Acquired Assets, or (ii) grant or otherwise create or consent to the creation of any Liens other than Permitted Liens affecting any Acquired Assets or any part thereof;
(d) enter into any material financing or guarantee arrangement, agreement or undertaking with any customer of the Business or any financial institution, leasing company or similar business that permits recourse to Buyer that would constitute an Assumed Liability;
(e) create, incur, assume or guarantee any Indebtedness, other than Indebtedness that will be repaid prior to the close of business on the Business Day immediately preceding the Closing Date or that would otherwise constitute an Excluded Liability;
(f) other than as required by applicable Law or GAAP, make or change any Tax election, settle or compromise any Tax liability or claim, or enter into a closing agreement relating to any Tax, in each case that could affect the Business or Acquired Assets;
(g) in respect of any Transferred Subsidiary, (A) make or change any Tax election or change any method of tax accounting, (B) settle or compromise any Tax Liability or claim, (C) file any amended Tax Retu...
Restrictions on the Business. The Business will not:
(a) copy, reproduce, reverse engineer or translate the Software or do any act which infringes the copyright in the Software without the prior written consent of the Licensee;
(b) lease, license, rent, assign or otherwise make available the Software in any form to any other person without the prior written consent of the Licensee.
Restrictions on the Business. Except for this Agreement, there is no agreement, judgment, injunction, order or decree materially affecting Seller's or a Subsidiary's conduct of the CATV Business as currently conducted.
Restrictions on the Business. Except for this Agreement, to the Seller’s knowledge, there is no agreement, judgment, injunction, order or decree affecting (i) Seller’s conduct of the Optoelectronics Business as currently conducted, or (ii) Buyer’s ability to conduct the Optoelectronics Business after the Closing as currently conducted by Seller.
Restrictions on the Business. Except for this Agreement, to the best knowledge of Seller, there is no agreement, judgment, injunction, order or decree affecting Seller's or the Subsidiary's conduct of the ORiNOCO Business as currently conducted other than any such matters that, individually or in the aggregate, have not had and could not reasonably be expected to have a Seller Material Adverse Effect.
Restrictions on the Business. Both parties agree to abide by all applicable laws in the course of performance of this Agreement, including occupational health rules, and shall not place or cause to place on the website illegal or otherwise offensive content. In addition, Webhelp commits to developing and adopting as soon as possible a code of practice to the effect of ensuring that similar restrictions are imposed on Webhelp, Webhelp's licensees and webcenter subcontractors.
Restrictions on the Business. SST is not a party to any agreement, indenture, mortgage, lease or instrument, or subject to any restriction in its respective constating documents or subject to any restriction imposed by regulatory authorities having jurisdiction over it or subject to any Law or to any writ, judgment, injunction or decree of any court or federal, provincial, municipal or other governmental department, commission board or instrumentality which might prevent or interfere with its use of the Purchased Assets or which may limit or restrict or otherwise have a Material Adverse Effect on the operations, properties, assets or financial condition of the Business, other than (i) statutory provisions and restrictions of general application to the Business; (ii) the requirement to obtain Approvals; and (iii) the requirement to obtain Consents.
Restrictions on the Business. Except for this Agreement, the Ancillary Agreements and the Material Contracts set forth on Section 4.12(a) of the Disclosure Schedule and made available to Buyer, there is no Contract materially affecting (a) Seller’s conduct of the Business as currently conducted or (b) to Seller’s Knowledge, Xxxxx’s ability to conduct the Business after the Closing as currently conducted by Seller.
Restrictions on the Business. Except for this Agreement, to the best knowledge of Seller, there is no agreement, judgment, injunction, order or decree binding upon Seller or any of its Affiliates affecting Seller's or its Affiliates' conduct of the Business as currently conducted.
Restrictions on the Business. Except as set forth on Section 4.23 of the Disclosure Schedules, there is no Contract (non-competition or otherwise), commitment, judgment, injunction, order or decree to which the Company is a party or otherwise binding upon the Company which has or may reasonably be expected to have the effect of prohibiting or materially impairing the Company’s business as currently conducted, any acquisition of property (tangible or intangible) by the Company, the conduct of business by the Company, or otherwise materially limiting the freedom of the Company to engage in any line of business or to compete with any Person. Without limiting the generality of the foregoing, except as set forth on Section 4.23 of the Disclosure Schedules, the Company has not entered into any Contract under which the Company (a) is restricted from selling, licensing, manufacturing or otherwise distributing any of its technology or products or from providing services to customers or potential customers or any class of customers, in any geographic area, during any period of time, or in any segment of the market, (b) is required to provide any price protection, “most favored nation” or similar provisions to any customers or potential customers or any class of customers (that is, required to give pricing to such customers or potential customers or classes of customers that is at least as good or more favorable to that offered to others for similar goods and/or services), (c) has agreed to purchase a minimum amount of goods or services, or (d) has agreed to purchase goods or services exclusively from a certain party.
