Common use of Material Actions Clause in Contracts

Material Actions. Without limiting the generality of the foregoing, the Company will not, without the prior written consent of Purchaser: (a) enter into any Contract or commitment related to the Business, the Purchased Assets or the Assumed Liabilities the performance of which may extend beyond the Closing, except those entered in the ordinary course of business consistent with past practices and which would not or could not reasonably be expected to have a Material Adverse Effect; (b) waive or surrender any rights related to any pending or threatened Litigation to the extent affecting the Business, the Company, the Purchased Assets or the Assumed Liabilities; (c) amend or terminate any Assigned Contract; (d) incur, create, assume or suffer to exist any restriction, Encumbrance, tenancy, encroachment, covenant, condition, Claim, charge or other matter adversely affecting title on any of the Purchased Assets other than Permitted Encumbrances; (e) take any action that would make any representation or warranty of the Company set forth in Article 4 inaccurate; (f) take any action or commit any omission that could reasonably result in (A) a material delay in the Contemplated Transactions or (B) a Material Adverse Effect; (g) enter into any Contract or commitment giving any Person an option, right of first refusal or other similar right with respect to the Purchased Assets; (h) waive the benefits of, or agree to modify in any manner, any confidentiality, standstill or similar Contract with respect to the Purchased Assets; (i) take any action or omit to take any action that would result in the occurrence of any event described in Section 4.30 with respect to the Purchased Assets; (j) take any action or omit to take any action which will result in a violation of any Applicable Law; or (k) fail to maintain and keep in full force and effect all insurance on assets and property or for the benefit of the Company with respect to the Purchased Assets, fail to present all claims under such insurance policies in a proper and timely manner or breach any obligation under such insurance policies with respect to the Purchased Assets.