Seller’s Negative Covenants. Seller shall not issue any Disqualified Stock, other than Disqualified Stock issued, in connection with the funding of the development, construction, operation, reconstruction, restoration or refinancing of the Project. Except for (i) liens for the benefit of Lender, and (ii) liens cured or removed within thirty (30) days after their incurrence, Seller shall not create, incur, assume or suffer to be created by it or any subcontractor, employee, laborer, materialman, other supplier of goods or services or any other person any lien on Seller’s interest in the Site, the Project, or any part thereof or interest therein. Seller shall pay or discharge, or shall cause its contractors to promptly pay and discharge, and discharge of record, any such lien for labor, materials, supplies or other obligations upon Seller’s interest in the Site, the Project, or any part thereof or interest therein, unless Seller is disputing any such lien in good faith and only for so long as it does not create an imminent risk of a sale or transfer of the Site, the Project or a material part thereof or interest therein. Seller shall promptly notify SCE of any attachment or imposition of any lien against Seller’s interest in the Site, the Project, or any part thereof or interest therein. Seller shall not hold any material assets, become liable for any material obligations or engage in any material business activities other than directly associated with the development, construction and operation of the Project. Seller shall not own, form or acquire, or otherwise conduct any of its activities through, any direct or indirect subsidiary. During any period during which a Seller is a Defaulting Party, Seller shall (i) not declare or pay any dividend, or make any other distribution or payment, on account of any equity interest in Seller, or (ii) otherwise make any distribution or equivalent payment to any Affiliate of Seller. Seller shall not directly or indirectly pledge or assign, or cause or permit the pledge or assignment of, the Required Permits as collateral to any party other than to Lender or Lender’s agent without SCE’s prior written consent, which consent may be granted or withheld in SCE’s sole discretion. Seller shall not directly or indirectly pledge or assign, or cause or permit the pledge or assignment of, any ownership interest in Seller if such pledge or assignment would have a material adverse effect on the Project or on Seller’s ability to perform its obligations under this...
Seller’s Negative Covenants. With respect to Seller and the Assets, Seller will not do the following, without the written consent of Buyer, from the date hereof through the Closing Date:
Section 6.2.1 Incur or agree to incur any obligation or liability (absolute or contingent) in connection with any of the Assets, except liabilities arising out of, incurred in connection with, or related to the consummation of this Agreement;
Section 6.2.2 Sell, transfer, assign, license or otherwise dispose of, or encumber in any way, any of the Assets except in the ordinary course of business, consistent with past practices;
Section 6.2.3 Amend in a material respect, modify in a material respect, or terminate any of the Contracts;
Section 6.2.4 Waive or cancel any of its material rights or claims relating to the Assets; or
Section 6.2.5 Seek, solicit or agree to any offer for the sale of the Assets or any material part thereof, or seek, solicit or agree to any merger of Seller with any other entity whereby Seller or its successor shall not be fully capable of and obligated to perform all of Seller's obligations under this Agreement;
Section 6.2.6 Undertake any transaction, including, but not limited to, the incurring of any indebtedness for borrowed money, except in the ordinary course of business, consistent with past practices;
Section 6.2.7 Offer or enter into any contract, understanding, plan, or agreement to take any action described in this Section 6.2.
Seller’s Negative Covenants. Seller and Principal covenant and agree that, after the Execution Date and until the earlier to occur of (a) the termination of this Agreement, or (b) the Closing Date, they will not, and will cause their respective members, managers, shareholders, directors and officers and the Key Persons to not, solicit, enter into, or entertain any discussions or negotiations with respect to a Competing Transaction, enter into any binding agreement with respect to any Competing Transaction, consummate any Competing Transaction, or agree in writing or otherwise to do any of the foregoing. Seller shall, within 24 hours of obtaining Knowledge of same, furnish Purchaser with copies, or if not in writing, a written summary, of any inquiries or proposals with respect to a Competing Transaction. For purposes of Section 5.1, “Competing Transaction” means any proposal or offer from any Person (other than Purchaser) relating to any purchase or other acquisition of all or any material portion of the assets of, or any possible disposition or issuance of any equity interests in, Seller (or any rights or securities exercisable for, or convertible into, such equity interests), or any merger or other business combination with Seller.
Seller’s Negative Covenants. As of the Effective Date, Seller shall not do any of the following with regard to the Subject Property without first obtaining the prior, written consent of Buyer:
i) Create a lien, security interest or other encumbrance on the Subject Property other than a Permitted Encumbrance;
ii) Enter into any new contracts which affect the Subject Property; or
iii) Take any action which would materially affect value, ownership or operation of the Subject Property.
Seller’s Negative Covenants. Until Closing, Seller shall not do any of the following with regard to the Subject Property without first obtaining the prior, written consent of Buyer:
i) Release all or any portion of a Lease, Contract or Easement; provided, however, that a Lease may expire by its own terms, with no obligation on Seller to renew or extend the Lease;
ii) Create a lien, security interest or other encumbrance on the Subject Property other than a Permitted Encumbrance;
iii) Amend a Lease, Contract or Easement or enter into any new contracts which affect the Subject Property; or
iv) Waive, comprise or settle any claim that would materially affect ownership, operation or value of any of the Subject Property.
Seller’s Negative Covenants. The Seller Parties covenant to Purchaser that, from and after the Effective Date and until the Closing, unless otherwise expressly permitted by Section 7.01 above or otherwise consented to in writing by Purchaser (which consent may be withheld in Purchaser’s sole discretion), the Seller Parties shall not:
(a) terminate, amend or modify the Ground Lease or any of the Assumed Contracts in any manner;
(b) suffer or permit waste or any adverse change in (i) the physical condition of the Property, ordinary wear and deterioration excepted, (ii) the title to any portion of the Property, or (iii) the zoning designation of the Property;
(c) permit any mechanics’ lien, materialmen’s lien, mortgage or any other Encumbrance to be placed or maintained on all or any portion of the Property;
(d) other than a stormwater easement for the benefit of the Property that is pending execution by the Ground Lessor, the form of which has been included in Seller’s Due Diligence Materials that have been delivered to Purchaser prior to the Effective Date, enter into, alter or terminate any contract or agreement (i) affecting or otherwise relating to all or any portion of the Property, or (ii) which would require the consent of a third party to consummate or the transactions contemplated by this Agreement or any of the other Transaction Documents;
(e) make any proposal in respect of (or enter into or otherwise make) any commitment or obligation that would bind Purchaser as a successor-in-interest with respect to the Property following the Closing;
(f) cancel, amend or modify any certificate, approval, license or permit held by Seller (or otherwise for the benefit of the Improvements) which would be binding upon Purchaser after the Closing;
(g) settle or compromise or agree to any settlement or compromise of any insurance or condemnation claim or award in respect of all or any portion of the Property;
(h) take any action in respect of any litigation or proceeding related to all or any portion of the Property which would have an adverse effect on any portion of the Property;
(i) issue any press release or other publicity of any kind whatsoever with respect to this Agreement or any of the other Transaction Documents or any of the transactions contemplated hereby or thereby; or
(j) change or attempt to change, directly or indirectly, the current zoning of the Property.
Seller’s Negative Covenants. Seller covenants that until all of the Obligations are paid and satisfied in full and the commitment of FGI hereunder has been terminated, that:
Seller’s Negative Covenants. Until the earlier of the termination of this Agreement or each Sold Receivable has been paid in full, unless Purchaser shall otherwise give prior written consent, Seller will perform all covenants contained in this Article 7.
Seller’s Negative Covenants. Seller shall not, without Buyer's prior written consent: (1) execute any new lease nor modify any Lease (for which consents shall not be unreasonably withheld or delayed), (2) accept from any tenant rent or other charges more than one (1) month in advance, (3) enter into any contract nor modify any existing contract with respect to the Properties which will survive Closing, (4) remove any Personal Property from the Properties unless replaced by Personal Property of equal or greater utility and value, or (5) alienate, lien, encumber or otherwise transfer the Properties or any interest therein.
Seller’s Negative Covenants. Except as disclosed on Schedule 6.3, between the date of this Agreement and the earlier of the Closing Date or the termination of this Agreement, Sellers will not, without the prior written consent of LifePoint Sub: (a)(i) amend or terminate any of the Assumed Contracts, (ii) enter into any contract which would be a Listed Contract or other material contract or commitment, except in the ordinary course of business, or (iii) incur or agree to incur any liability except in the ordinary course of business; (b)(i) increase compensation payable or to become payable or make a bonus payment to (other than pursuant to Sellers’ obligations under current agreements) or otherwise enter into one or more bonus agreements with any employee or agent, except in the ordinary course of business or (ii) adopt or amend any Benefit Plan that may result in a material increase in the payment to or benefits under any Benefit Plan; (c) make offers or renewals of employment at the Business, as applicable, to any person, other than in the ordinary course of business; (d) create, assume or permit to exist any new Encumbrance (other than a Permitted Encumbrance) upon any of the Assets, whether now owned or hereafter acquired; (e) dispose of or consume any property, plant or equipment (other than Inventory), except in the ordinary course of business; or (f) take any action outside the ordinary course of business.
