Common use of Transactions Requiring Consent Clause in Contracts

Transactions Requiring Consent. Except as otherwise expressly -------------------------------- permitted in this Agreement, without SILVA BAY's prior written consent, which consent shall not be unrxxxxxably withheld, Spectrum shall not: (i) make any change in any existing election, or make any new election, with respect to any tax law in any jurisdiction which election could have an effect on the tax treatment of Spectrum or Spectrum's business operations; (ii) enter into, amend or terminate any material agreement; (iii) sell, transfer, lease, mortgage, encumber or otherwise dispose of, or agree to sell, transfer, lease, mortgage, encumber or otherwise dispose of, any Properties except (i) in the ordinary course of business, or (ii) pursuant to any agreement specified in SCHEDULE 4.14; -------------- (iv) other than in the ordinary course of business consistent with past practices, incur or approve, or enter into any agreement or commitment to make, any expenditures in excess of $25,000 (other than those required pursuant to any agreement specified in SCHEDULE 4.14); -------------- (v) maintain its books of account other than in the usual, regular and ordinary manner in accordance with generally accepted accounting principles and on a basis consistent with prior periods or make any change in any of its accounting methods or practices; (vi) make any change, whether written or oral, to any agreement or understanding with any of the suppliers listed or required to be listed on SCHEDULE 4.18; --------- (vii) accelerate or delay collection of any notes or accounts receivable in advance of or beyond their regular due dates or the dates when they would have been collected in the ordinary course of business consistent with past practices; (viii) delay or accelerate payment of any accrued expense, trade payable or other liability beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of business consistent with past practices; (ix) allow its levels of inventory to vary in any material respect from the levels customarily maintained; (x) become a party to or bound by any of the arrangements described in SECTION 4.14, whether written or oral; ------------- (xi) enter into any transaction or make any commitment which could result in any of the representations, warranties or covenants of Spectrum contained in this Agreement not being true and correct after the occurrence of such transaction or event; or (xii) commit to do any of the foregoing.

Transactions Requiring Consent. Except as otherwise expressly -------------------------------- permitted in this Agreement, without SILVA BAYNMDC's prior written consent, which consent shall not be unrxxxxxably unreasonably withheld, Spectrum LiquidGolf shall not: (i) make any change in any existing election, or make any new election, with respect to any tax law in any jurisdiction which election could have an effect on the tax treatment of Spectrum LiquidGolf or SpectrumLiquidGolf's business operations; (ii) enter into, amend or terminate any material agreement; (iii) sell, transfer, lease, mortgage, encumber or otherwise dispose of, or agree to sell, transfer, lease, mortgage, encumber or otherwise dispose of, any Properties except (i) in the ordinary course of business, or (ii) pursuant to any agreement specified in SCHEDULE 4.14; --------------; (iv) other than in the ordinary course of business consistent with past practices, incur or approve, or enter into any agreement or commitment to make, any expenditures in excess of $25,000 50,000 (other than those required pursuant to any agreement specified in SCHEDULE 4.14); --------------; (v) maintain its books of account other than in the usual, regular and ordinary manner in accordance with generally accepted accounting principles and on a basis consistent with prior periods or make any change in any of its accounting methods or practices; (vi) make any change, whether written or oral, to any agreement or understanding with any of the suppliers listed or required to be listed on SCHEDULE 4.18; ---------; (vii) accelerate or delay collection of any notes or accounts receivable in advance of or beyond their regular due dates or the dates when they would have been collected in the ordinary course of business consistent with past practices; (viii) delay or accelerate payment of any accrued expense, trade payable or other liability beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of business consistent with past practices; (ix) allow its levels of inventory to vary in any material respect from the levels customarily maintained; (x) become a party to or bound by any of the arrangements described in SECTION 4.14, whether written or oral; -------------; (xi) enter into any transaction or make any commitment which could result in any of the representations, warranties or covenants of Spectrum LiquidGolf contained in this Agreement not being true and correct after the occurrence of such transaction or event; or (xii) commit to do any of the foregoing.

Transactions Requiring Consent. Except as otherwise expressly -------------------------------- permitted in this Agreementmay be necessary to effect the transactions provided for herein, from the Execution Date until the Closing Date, SSM shall cause the Contributed Companies to not undertake any of the following without SILVA BAY's the prior written consentconsent of Medica, which consent shall will not be unrxxxxxably unreasonably withheld, Spectrum shall notconditioned or delayed: (i) make any change in any existing election, or make any new election, with respect to any tax law in any jurisdiction which election could have an effect on the tax treatment of Spectrum or Spectrum's business operations; (ii) enter into, amend or terminate any material agreement; (iii) 5.4.1 sell, transfer, lease, mortgage, encumber convey or otherwise dispose ofremove any of the Operating Assets, except in the ordinary course of business or agree outside the ordinary course in an amount not to sellexceed $100,000 in any single transaction; 5.4.2 enter into any (a) Contract of a type that would be considered a Material Contract if it had been in force as of the Execution Date or (b) other commitment in excess of $500,000 annually with respect to the business and operations of the Contributed Companies; provided, transferhowever, lease, mortgage, encumber or otherwise dispose of, any Properties except that the foregoing shall not prohibit the entry of Material Contracts described in Section 3.9.1 (icontracts with Health Care Providers) in the ordinary course of businessbusiness or the automatic renewal of any Contract according to its terms; 5.4.3 create or assume any Encumbrance upon any Operating Asset, whether now owned or (ii) pursuant to hereafter acquired; 5.4.4 make any agreement specified in SCHEDULE 4.14; -------------- (iv) loan other than loans or advances made in the ordinary course of business consistent with past practices, practice; 5.4.5 incur or approve, or enter into agree to incur any agreement or commitment to make, any expenditures in excess of $25,000 (Indebtedness other than those required pursuant to any agreement specified in SCHEDULE 4.14); -------------- (v) maintain its books of account other than in the usual, regular and ordinary manner in accordance with generally accepted accounting principles and on a basis consistent with prior periods or make any change in any of its accounting methods or practices; (vi) make any change, whether written or oral, to any agreement or understanding with any of the suppliers listed or required to be listed on SCHEDULE 4.18; --------- (vii) accelerate or delay collection of any notes or accounts receivable in advance of or beyond their regular due dates or the dates when they would have been collected normal trade payables in the ordinary course of business consistent with past practices; 5.4.6 prepay any debt or obligation prior to its stated maturity (viiiexcept pursuant to an existing amortization payment schedule or to comply with the terms of this Agreement); 5.4.7 amend or terminate any Material Contract (including any provider agreement between the Contributed Companies and SSM or its Affiliates) delay or accelerate payment change any employee compensation, except for normal annual salary increases implemented in accordance with past practices; provided, however, that the foregoing shall not prohibit the amendment or termination of any accrued expense, trade payable or other liability beyond or Material Contracts described in advance of its due date or the date when such liability would have been paid Section 3.9.1 (contracts with Health Care Providers) in the ordinary course of business consistent with past practices; (ix) allow its levels of inventory to vary in any material respect from the levels customarily maintained; (x) become a party to or bound by any of the arrangements described in SECTION 4.14, whether written or oral; ------------- (xi) enter into any transaction or make any commitment which could result in any of the representations, warranties or covenants of Spectrum contained in this Agreement not being true and correct after the occurrence of such transaction or eventbusiness; or (xii) commit 5.4.8 fail to do pay any obligation prior to it becoming delinquent unless such obligation has been offset with the permission of the foregoingapplicable lender or is being contested in good faith.

Transactions Requiring Consent. Except as otherwise expressly -------------------------------- permitted in this AgreementFrom the date hereof until the Closing ------------------------------ Date, without SILVA BAYBuyer's prior written consent, consent (which consent shall not be unrxxxxxably unreasonably withheld), Spectrum except as required or permitted by this Agreement (including, without limitation, the exercise or surrender, as the case may be, of the Prizm Warrants, as described herein), Sellers shall notnot permit the Corporation to: (ia) other than normal Trade Accounts Payable, prepay any debt in excess of $5,000 prior to its stated maturity (except pursuant to an existing amortization payment schedule) or enter into any contract or commitment or incur or agree to incur any debt or make any capital expenditure requiring the payment of amounts in excess of $5,000; (b) create or assume any mortgage, pledge, or other lien or encumbrance upon any of its assets, whether now owned or hereafter acquired; (c) make any change loan; (d) incur any debt or other monetary obligation, other than normal Trade Accounts Payable and other than borrowings in any existing election, or make any new election, the ordinary course of business pursuant to the Corporation's Revolving Credit Facility and Term Loan with respect to any tax law in any jurisdiction which election could have an effect The Chase Manhattan Bank as it exists on the tax treatment date of Spectrum or Spectrum's business operations; this Agreement; (iie) enter intoamend any Contract listed in SCHEDULE 1.1(d), amend or terminate any material agreement; (iii) sell, transfer, lease, mortgage, encumber or otherwise dispose of, or agree to sell, transfer, lease, mortgage, encumber or otherwise dispose of, any Properties except (i) changes made in the --------------- ordinary course of business, or change any employee compensation (iiexcept normal annual salary increases implemented in accordance with past practices); (f) pursuant fail to pay any agreement specified obligation in SCHEDULE 4.14; -------------- (iv) other than in the ordinary course of business a timely manner prior to delinquency, consistent with past practices; (g) declare, incur or approveset aside, or enter into pay any agreement dividend or commitment distribution to makeits equity owners, or directly or indirectly purchase, redeem, or otherwise acquire any expenditures in excess of $25,000 (other than those required pursuant to any agreement specified in SCHEDULE 4.14); -------------- (v) maintain its books of account other than outstanding equity interest in the usual, regular and ordinary manner in accordance with generally accepted accounting principles and on a basis consistent with prior periods Corporation; or make any change (h) engage in any of its accounting methods or practices; (vi) make any change, whether written or oral, to any agreement or understanding transaction with any of the suppliers listed or required to be listed on SCHEDULE 4.18; --------- (vii) accelerate or delay collection of any notes or accounts receivable in advance of or beyond their regular due dates or the dates when they would have been collected in the ordinary course of business consistent with past practices; (viii) delay or accelerate payment of any accrued expense, trade payable or other liability beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of business consistent with past practices; (ix) allow its levels of inventory to vary in any material respect from the levels customarily maintained; (x) become a party to or bound by any of the arrangements described in SECTION 4.14, whether written or oral; ------------- (xi) enter into any transaction or make any commitment which could result in any of the representations, warranties or covenants of Spectrum contained in this Agreement not being true and correct after the occurrence of such transaction or event; or (xii) commit to do any of the foregoingSellers' Affiliate.