Certain Acts Prohibited Clause Samples
The "Certain Acts Prohibited" clause defines specific actions or behaviors that are expressly forbidden under the agreement. Typically, this clause lists activities such as fraud, illegal conduct, misuse of confidential information, or actions that could harm the other party or violate laws. By clearly outlining what is not permitted, the clause helps prevent misunderstandings and protects the parties from harmful or unlawful conduct, thereby reducing risk and ensuring compliance with legal and ethical standards.
Certain Acts Prohibited. Except as may be necessary to discharge or ----------------------- deal with the Excluded Liabilities (subject to the limitations of Section 15.1 hereof), from the date hereof to the Closing Date, Seller shall not, without the prior written consent of Purchaser, take any of the actions described in Section 5.14 hereof.
Certain Acts Prohibited. Except as expressly contemplated by this Agreement or for purposes in furtherance of this Agreement, between the date of this Agreement and the Closing Date, neither FH nor GSI will not, without the prior written consent of the other:
(a) amend its Organizational Documents or other incorporation documents;
(b) incur any liability or obligation other than in the ordinary course of business or encumber or permit the encumbrance of any properties or assets except in the ordinary course of business;
(c) dispose of or contract to dispose of any property or assets, including the Intellectual Property Assets, except in the ordinary course of business consistent with past practice;
(d) issue, deliver, sell, pledge or otherwise encumber or subject to any lien any shares of the Common Stock, Preferred Stock, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities;
(e) (i) declare, set aside or pay any dividends on, or make any other distributions in respect of the Common Stock; or (ii) split, combine or reclassify any Common Stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of Common Stock; or
(f) materially increase benefits or compensation expenses, other than as contemplated by the terms of any employment agreement in existence on the date of this Agreement, increase the cash compensation of any director, executive officer or other key employee or pay any benefit or amount not required by a plan or arrangement as in effect on the date of this Agreement to any such person.
Certain Acts Prohibited. The Borrower shall not, without the prior written approval of the Agency, do any of the following. The granting of the Agency's approval shall be in its sole, unfettered discretion and may be conditioned upon the satisfaction of such terms and conditions as the Agency may prescribe.
(a) Make any sale, assignment, conveyance, or transfer in any other form, of the Development or any part thereof, or of any of its interest therein, whether voluntarily or involuntarily, or by operation of law.
(i) A transfer by the Borrower in whole or in part, or a transfer by a party having a substantial interest in the Borrower, or transfers by more than one party of interests aggregating a substantial interest in the Borrower, or any other similarly significant change in the ownership of interests in the Borrower, or in the relative distribution thereof, or with respect to the parties in control of the Borrower or the degree thereof, by any other method or means (e.g., increased capitalization, merger with another corporation or other entity, corporate or other amendments, issuance of new or additional ownership interests or classification of ownership interests or otherwise) shall be deemed an assignment, conveyance, or transfer for purposes of this subsection. Additionally, for purposes of this subsection, an “assignment, conveyance, or transfer” includes any security interests and pledge agreements given to evidence or secure an obligation. An assignment by the Borrower to a limited partnership, in which no limited partner has a twenty-five percent (25%) or more interest and of which the Borrower is the sole general partner, shall not be considered an assignment, conveyance, or transfer.
Certain Acts Prohibited. Except for the Tower Project costs and contracts, between the date hereof and the Closing Date the Partnership shall not, without the prior written consent of Purchaser, which consent shall not be unreasonably withheld:
(a) incur any material liability or encumber or permit the encumbrance of any properties or assets of the Partnership;
(b) dispose of or contract to dispose of any property or assets of the Partnership (except those non-material assets consumed or disposed of in the ordinary course of business); or
(c) enter into any lease or contract for the purchase, lease or acquisition of real estate or any lease or contract for the purchase, lease or acquisition of personal property (except for non-material personal property needed in the ordinary course of business);
(d) enter into any employment agreement or collective bargaining agreement; or
(e) make any material change in the insurance policies described in Schedule 5.08.
Certain Acts Prohibited. Except as expressly contemplated by this Agreement or for purposes in furtherance of this Agreement, between the date of this Agreement and the Closing Date, neither party will, without the consent of the other:
(1) amend its Articles of Incorporation or other incorporation documents;
(2) incur any liability or obligation other than in the ordinary course of business or encumber or permit the encumbrance of any properties or assets of Emerald except in the ordinary course of business;
(3) dispose of or contract to dispose of any Emerald property or assets, including the Intellectual Property Assets, except in the ordinary course of business consistent with past practice;
(4) issue, deliver, sell, pledge or otherwise encumber or subject to any lien any shares of the Emerald Common Stock, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities;
(5) declare, set aside or pay any dividends on, or make any other distributions in respect of the Emerald Common Stock, or
(6) split, combine or reclassify its equity; or
(7) not materially increase benefits or compensation expenses of Emerald, other than as contemplated by the terms of any employment agreement in existence on the date of this Agreement, increase the cash compensation of any director, executive officer or other key employee or pay any benefit or amount not required by a plan or arrangement as in effect on the date of this Agreement to any such person.
Certain Acts Prohibited. From the date hereof to the Closing Date, Sellers shall not, without the prior written consent of Purchaser, take any of the actions described in Section 5.8 hereof.
Certain Acts Prohibited. Except as expressly contemplated by this Agreement or for purposes in furtherance of this Agreement, between the date of this Agreement and the Closing Date, none of BSI nor any of its subsidiaries will, without the prior written consent of Buyer:
(a) amend its Articles of Incorporation, Bylaws or other documents;
(b) incur any liability or obligation other than in the ordinary course of business or encumber or permit the encumbrance of any of its properties or assets except in the ordinary course of business;
(c) dispose of or contract to dispose of any of its property or assets, including the Intellectual Property Assets, except in the ordinary course of business consistent with past practice;
(d) issue, deliver, sell, pledge or otherwise encumber or subject to any lien any shares of BSI Common Stock, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities;
(i) declare, set aside or pay any dividends on, or make any other distributions in respect of the BSI Common Stock, or
(ii) split, combine or reclassify any BSI Common Stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of BSI Common Stock; or
(e) not materially increase the benefits or compensation expenses of BSI and its subsidiaries, other than as contemplated by the terms of any employment agreement in existence on the date of this Agreement, increase the cash compensation of any director, executive officer or other key employee or pay any benefit or amount not required by a plan or arrangement as in effect on the date of this Agreement to any such person.
Certain Acts Prohibited. Lessee agrees not to do or permit any act or practice injurious to the property, or which is otherwise prohibited by law. The Lessee shall not permit the accumulation of waste or refuse matter on the premises and will not abandon the premises or allow the premises to become vacant or deserted.
Certain Acts Prohibited. Except for distributions contemplated by Section 8.02 hereof, between May 22, 1997 and the Closing Date, MCTI, SBHI, RDLLLC and the Company shall not, nor shall Sellers permit MCTI, SBHI or RDLLLC, without the prior written consent of the Purchaser, to:
A. Incur any material liability or encumber or permit the encumbrance of any properties or assets of MCTI, SBHI, RDLLLC or the Company, other than liens arising under loans shown on Schedule 8.06 A;
B. Dispose of or contract to dispose of any material amount of property or assets of MCTI, SBHI or RDLLLC or Company except as specifically provided by Section 8.02 herein, or sales of inventory in the ordinary course of business, with no adverse impact on the Company;
C. Enter into any lease or contract for the purchase, lease or acquisition of real estate or any lease or contract for the purchase, lease or acquisition of personal property of MCTI, SBHI, RDLLLC or the Company;
D. Excluding film contracts, other than guaranteed film contracts, enter into any agreement that is not cancelable by MCTI, SBHI, RDLLLC or the Company without penalty upon notice of thirty (30) days or less;
E. Cause to be formed any Subsidiary of MCTI, SBHI, RDLLLC or Company, or make any charitable contribution other than as accrued on the Balance Sheet or pay or incur travel or
Certain Acts Prohibited. Except as expressly contemplated by this Agreement or for purposes in furtherance of this Agreement, between the date of this Agreement and the Closing Date, LBRG will not, without the prior written consent of the Selling Stockholders:
(a) amend its articles, bylaws or other incorporation documents;
(b) incur any liability or obligation other than in the ordinary course of business or encumber or permit the encumbrance of any properties or assets except in the ordinary course of business;
(c) dispose of or contract to dispose of any property or assets, including the Intellectual Property Assets, except in the ordinary course of business consistent with past practice;
(d) issue, deliver, sell, pledge or otherwise encumber or subject to any lien any shares of the Common Stock, Preferred Stock, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities; or
(e) not materially increase benefits or compensation expenses, other than as contemplated by the terms of any employment agreement in existence on the date of this Agreement, increase the cash compensation of any director, executive officer or other key employee or pay any benefit or amount not required by a plan or arrangement as in effect on the date of this Agreement to any such person.