Common use of Negative Covenant Clause in Contracts

Negative Covenant. Except as otherwise expressly permitted by this Agreement or as set forth on Schedule 6.3, between the date of this Agreement and the Closing Date, the Company will not, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within its control, as a result of which any of the changes or events listed in Section 3.14 would reasonably be expected to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement or as set forth on Schedule 6.3Agreement, between the date of this Agreement and the Closing Date, the Company will not, without the prior consent of BuyerParent, take any affirmative action, or fail to take any reasonable action within its control, as a result of which any of the changes or events listed in Section 3.14 would reasonably be expected 3.15 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement or as set forth on Schedule 6.3Agreement, between the date of this Agreement and the Closing Date, the Company will not, without the prior consent of BuyerSubsidiary which will not be unreasonably withheld, take any affirmative action, or fail to take any reasonable action within its control, as a result of which which, to the Company's Knowledge, any of the changes or events listed in Section 3.14 would reasonably be expected 5.16 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement or as set forth on Schedule 6.3Agreement, between the date of this Agreement and the Closing Date, the Company will shall not, and shall cause the Subsidiaries not to, without the Parent’s prior consent of Buyerconsent, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.14 would reasonably be expected 3.15 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement or as set forth on Schedule 6.3Agreement, between the date of this Agreement and the Closing DateClosing, the Company will notshall, and shall cause each of its Subsidiaries to, refrain, without the prior written consent of BuyerAcquiror, take from taking any affirmative action, or fail to take any reasonable action within its control, as a result of which any of the changes or events listed in Section 3.14 would reasonably be expected 3.15 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement or as set forth on Schedule 6.3----------------- Agreement, between the date of this Agreement and the Closing Date, the Company will not, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within its or their control, as a result of which any of the changes or events listed in Section 3.14 would reasonably be expected 4.12 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement or as set forth on Schedule 6.3Agreement, between the date of this Agreement and the Closing Date, the Company and Shareholders will not, and will cause the Company not to, without the prior consent of BuyerParent, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.14 would reasonably be expected 3.16 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement or as set forth on Schedule 6.3Agreement, between the date of this Agreement and the Closing Date, neither the Company will notCompany, the Shareholder Trust, nor Xxxxxxx will, without the prior consent of BuyerParent and Purchaser, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.14 would reasonably be expected to 3.16 could occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement or as set forth on Schedule 6.3Agreement, between the date of this Agreement and the Closing Date, the Company will not, without the prior consent of BuyerParent, take any affirmative action, or fail to take any reasonable action within its control, as a result of which any of the changes or events listed in Section 3.14 would reasonably be expected 3.15 is likely to occur.. 5.4

Negative Covenant. Except as otherwise expressly permitted by required pursuant to this Agreement or as set forth on Schedule 6.3Agreement, between the date of this Agreement and the Closing Date, neither Seller nor the Company will notpermit the Company to, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.14 would 3.12 occurs or is reasonably be expected likely to occur.

Negative Covenant. Except as otherwise expressly permitted by required pursuant to this Agreement or as set forth on Schedule 6.3Agreement, between the date of this Agreement and the Closing Date, the Company will not, without the prior consent of the Buyer, take any affirmative action, or fail to take any reasonable action within its control, as a result of which any of the changes or events listed in Section 3.14 would 3.11 occurs or is reasonably be expected likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement or as set forth on Schedule 6.3Agreement, between the date of this Agreement and the Closing Date, the Sellers who are also members of the Senior Management Team will use their Best Efforts to cause the Company will notnot to, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.14 would reasonably be expected is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement or as set forth on Schedule 6.3Agreement, between the date of this Agreement and the Closing Date, the Company and the Company Shareholder will not, without the prior consent of BuyerXxxxxxxx, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.14 would reasonably be expected 3.16 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement or as set forth on Schedule 6.3Agreement, between the date of this Agreement and the Closing Date, the Company Companies will not, without the prior written consent of BuyerParent, take any affirmative action, or fail to take any reasonable action within its control, as a result of which any of the changes or events listed referred to in Section 3.14 would reasonably be expected 3.10 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement or as set forth on Schedule 6.3Agreement, between the date of this Agreement and the Closing Date, neither the Company will notnor the Sellers will, without the Purchaser’s prior consent of Buyerwritten consent, which will not be unreasonably withheld or delayed, take any affirmative action, or fail to take any reasonable action within its their control, as a which would result in or allow the occurrence of which any of the changes or events listed in Section 3.14 would reasonably be expected to occur7.1(l).

Negative Covenant. Except as otherwise expressly permitted by this Agreement or as set forth on Schedule 6.3, Agreement! between the date of this Agreement and the Closing Date, Shareholders will not, and will cause the Company will notnot to, without the prior consent of BuyerPurchaser, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.14 would reasonably be expected 3.16 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement or as set forth on Schedule 6.3Agreement, between the date of this Agreement and the Closing Date, the Company and Sellers will not, and will cause each Acquired Company not to, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.14 would reasonably be expected 3.16 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement or as set forth on Schedule 6.3Agreement, between the date of this Agreement and the Closing Date, the Company will not, without the prior consent of BuyerParent, take any affirmative action, or fail to take any reasonable action within its control, as a result of which any of the changes or events listed in Section 3.14 would reasonably be expected is likely to occur.. Table of Contents

Negative Covenant. Except as otherwise expressly permitted by this Agreement or as set forth on Schedule 6.3Agreement, between the date of this Agreement and the Closing Date, the Seller Group will not and will cause the Company will not, without the prior consent of Buyernot to, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.14 would reasonably be expected 3.15 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement Agreement, or as set forth on contemplated by Company Schedule 6.34.17, between the date of this Agreement and the Closing Date, the Company will not, and will cause each Company Subsidiary not to, without the prior written consent of BuyerAcquiror, which consent shall not be unreasonably withheld or delayed, take any affirmative action, or fail to take any reasonable action within its control, as a result of which any of the changes or events listed in Section 3.14 would reasonably be expected 4.17 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement or as set forth on Schedule 6.3Agreement, between the date of this Agreement and the Closing Date, the Company Xxxxxxxxxx will not, and will cause each Acquired Company not to, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within its control, as a result of which any of the changes or events listed in Section 3.14 would reasonably be expected 3.16 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement or as set forth on Schedule 6.3Agreement, between the date of this Agreement and the Closing Date, the Company will not, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within its control, as a result of which any of the changes or events listed in Section 3.14 would reasonably be expected 3.12 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement or as set forth on Schedule 6.3Agreement, between the date of this Agreement November 30, 2000, and the Closing Date, neither of the Company will notCompanies will, without the prior consent of BuyerPurchaser, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.14 would reasonably be expected to 3.15 could occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement or as set forth on Schedule 6.3Agreement, between the date of this Agreement and the Closing Date, the Company will not, without the prior consent written Consent of Buyerthe Purchasers, take any affirmative action, or fail to take any reasonable action within its control, as a result of which any of the changes or events listed in Section 3.14 would is reasonably be expected likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this ------------------ Agreement or as set forth on Schedule 6.3is consistent with the Ordinary Course of Business, between the date of this Agreement and the Closing Date, the Company will not, without the prior written consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.14 would reasonably be expected 3.16 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement or as set forth on Schedule 6.3Agreement, between the date of this Agreement and the Closing Date, Sellers and the Company will not, and will cause each Acquired Company not to, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.14 would reasonably be expected 3.15 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement or as set forth on Schedule 6.3Agreement, between the date of this Agreement and the Closing Date, the Company and Seller will not, without the prior written consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.14 would reasonably be expected is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement or as set forth on Schedule 6.3Agreement, between the date of this Agreement and the Closing Date, the Company will not, and will cause each of its Subsidiaries not to, without the prior consent of the Buyer, (a) take any affirmative action, or fail to take any reasonable action within its control, as a result of which any of the changes or events listed in Section 3.14 would reasonably be expected 3.6 or Section 3.7 is likely to occur, or (b) make any modification to any material Contract.

Negative Covenant. Except as otherwise expressly permitted by this Agreement or as set forth on Schedule 6.3Agreement, between the date of this Agreement and the Closing Date, Majority Owners and the Company will not, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.14 would reasonably be expected 3.16 or Section 3.21 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement or as set forth on Schedule 6.3Agreement, between the date of this Agreement and the Closing Date, Stockholders shall not and shall not permit or suffer the Company will notto, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within its control, as a result of which any of the changes or events listed in Section 3.14 would reasonably be expected to §3.18 shall occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement or as set forth on Schedule 6.3Agreement, between the date of this Agreement hereof and the Closing Date, the Company will not, without the prior written consent of BuyerParent, take any affirmative action, or fail to take any reasonable action within its controlaction, as a result of which any of the changes or events listed in Section 3.14 would reasonably be expected 2.12 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by ----------------- this Agreement or as set forth on Schedule 6.3Agreement, between the date of this Agreement and the Closing Date, the Company will not, without the prior written consent of BuyerParent, take any affirmative action, or fail to take any reasonable action within its control, as a result of which any of the changes or events listed in Section 3.14 would reasonably be expected 3.15 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement or as set forth on Schedule 6.3disclosed in the Disclosure Letter, between the date of this Agreement and the Closing Date, Seller and the Company Companies will not, and will cause each Acquired Company not to, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section Sections 3.14 would reasonably be expected and 4.14, respectively, is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement or as set forth on Schedule 6.3Agreement, between the date of this Agreement and the Closing Date, each Subject Company and the Company Principal Shareholders will not, and will cause each Acquired Company not to, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.14 would reasonably be expected 2.6 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement or as set forth on Schedule 6.3Agreement, between the date of this Agreement and the First Closing Date, the Company will not, and will cause the Associated Companies not to, without the prior consent of Buyer, which shall not be unreasonably withheld or delayed, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.14 would reasonably be expected 3.16 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement or as set forth on Schedule 6.3Agreement, between the date of this Agreement and the Closing Date, the Company and the Company Shareholder will not, without the prior consent of BuyerAxxxxxxx, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.14 would reasonably be expected 3.16 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted or contemplated by this Agreement or as set forth on Schedule 6.3Agreement, between the date of this Agreement and the Closing Date, the Company will shall not, without the prior written consent of Buyer, which consent will not be unreasonably withheld or delayed, take any affirmative action, or fail to take any reasonable action within its control, as a result of which any of the changes or events listed in Section 3.14 would or would reasonably be expected to occur.