Common use of Negative Covenant Clause in Contracts

Negative Covenant. Except as otherwise expressly permitted herein, between the date of this Agreement and the Closing Date, Company shall not, and Seller shall not permit Company to, without the prior written Consent of 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 be likely to occur; (b) make any modification to any material Contract or Governmental Authorization; (c) allow the levels of raw materials, supplies or other materials included in the Inventories to vary materially from the levels customarily maintained in the Ordinary Course of Business; or (d) enter into any compromise or settlement of any litigation, proceeding or governmental investigation relating to Company, its Assets, or its business.

Appears in 4 contracts

Samples: Stock Purchase Agreement (Star Energy Corp), Stock Purchase Agreement (Sockeye Seafood Group Inc), Stock Purchase Agreement (Star Energy Corp)

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Negative Covenant. Except as otherwise expressly permitted herein, between the date of this Agreement and the Closing Date, Company Seller shall not, and Seller Shareholder shall not permit Company Seller to, without the prior written Consent of 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 Sections 3.15 or 3.19 would be likely to occur; (b) make any modification to any material Contract or Governmental Authorization; (c) allow the levels of raw materials, supplies or other materials included in the Inventories to vary materially from the levels customarily maintained in the Ordinary Course of Businessmaintained; or (d) enter into any compromise or settlement of any litigation, proceeding or governmental investigation relating to Company, its the Assets, the business of Seller or its businessthe Assumed Liabilities.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Aberdeen Idaho Mining Co), Asset Purchase Agreement (Aberdeen Idaho Mining Co), Asset Purchase Agreement (MotivNation, Inc.)

Negative Covenant. Except as otherwise expressly permitted herein, between the date of this Agreement and the Closing Date, Company Seller shall not, and Seller Shareholders shall not permit Company Seller to, without the prior written Consent of 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 Sections 3.15 or 3.19 would be likely to occur; (b) make any modification to any material Contract or Governmental Authorization; (c) allow the levels of raw materials, supplies or other materials included in the Inventories to vary materially from the levels customarily maintained in the Ordinary Course of Businessmaintained; or (d) enter into any compromise or settlement of any litigation, proceeding or governmental investigation relating to Company, its the Assets, the business of Seller or its businessthe Assumed Liabilities.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Age Research Inc), Asset Purchase Agreement, Asset Purchase Agreement (Rollins Inc)

Negative Covenant. Except as otherwise expressly permitted herein, between the date of this Agreement and the Closing Date, Company Seller shall not, and Seller Shareholder shall not permit Company Seller to, without the prior written Consent of 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 Sections 3.13 or 3.17 would be likely to occur; (b) make any modification to any material Contract or Governmental Authorization, other than in the Ordinary Course of Business; (c) allow the levels of raw materialsfinished goods, supplies or other materials included in the Inventories to vary materially from the levels customarily maintained in the Ordinary Course of Businessmaintained; or (d) enter into any compromise or settlement of any litigation, proceeding or governmental investigation relating to Company, its the Assets, the business of Seller or its businessthe Assumed Liabilities.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Jordan 1 Holdings Co), Security Agreement (Viva International Inc)

Negative Covenant. Except as otherwise expressly permitted herein, between the date of this Agreement and the Closing Date, Company shall not, and Seller shall not permit Company to, without the prior written Consent of 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 be likely to occur; (b) make any modification to any material Contract or Governmental Authorization; (c) allow the levels of raw materials, supplies or other materials included in the Inventories to vary materially from the levels customarily maintained in the Ordinary Course of Business; or (d) enter into any compromise or settlement of any litigation, proceeding or governmental investigation relating to Company, its Assets, or its businessthe Assets or business of Company .

Appears in 2 contracts

Samples: Share Exchange Agreement (SFH I Acquisition Corp), Share Exchange Agreement (SFH I Acquisition Corp)

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Negative Covenant. Except as otherwise expressly permitted herein, between the date of this Agreement and the Closing Date, Company shall not, and Seller shall not permit Company to, without the prior written Consent of 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 be likely to occur; (b) make any modification to any material Contract or Governmental Authorization; (c) allow the levels of raw materials, supplies or other materials included in the Inventories to vary materially from the levels customarily maintained in the Ordinary Course of Businessmaintained; or (d) enter into any compromise or settlement of any litigation, proceeding or governmental investigation relating to Company, its Assets, or its business.

Appears in 2 contracts

Samples: Share Purchase Agreement (Franklin Towers Enterprises Inc), Share Purchase Agreement (Pay88)

Negative Covenant. Except as otherwise expressly permitted herein, between the date of this Agreement and the Closing Date, Company neither Seller shall not, (and Seller Shareholders shall not permit Company either Seller to), without the prior written Consent of BuyerBuyers, (a) take any affirmative action, or fail to take any reasonable action within its control, as a result of which any of cause the changes or events listed in Section 3.14 would be likely to occur; (b) make any modification to any material Contract or Governmental AuthorizationAuthorization except in the Ordinary Course of Business; (c) allow the levels of raw materials, supplies or other materials included in the Inventories to vary materially from the levels customarily maintained in the Ordinary Course of Businessmaintained; or (d) enter into any compromise or settlement of any litigation, proceeding or governmental investigation relating to Company, its Assets, the Assets or its business.the Assumed Liabilities except in the Ordinary Course of Business. 5.4

Appears in 1 contract

Samples: Asset Purchase Agreement (LSB Industries Inc)

Negative Covenant. Except as otherwise expressly permitted herein, between the date of this Agreement and the Closing Date, Company shall not, and Seller shall not permit Company to, without the prior written Consent of 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 be likely to occur; (b) make any modification to any material Contract or Governmental Authorization; (c) allow the levels of raw materials, supplies or other materials included in the Inventories to vary materially from the levels customarily maintained in the Ordinary Course of Business; or (d) enter into any compromise or settlement of any litigation, proceeding or governmental investigation relating to Company, its AssetsSubsidiary, or its businessthe Assets or business of Company or Subsidiary.

Appears in 1 contract

Samples: Share Exchange Agreement (SFH I Acquisition Corp)

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