Common use of Prohibited Action Clause in Contracts

Prohibited Action. With regard to the Purchased Assets, except with the prior consent of Buyer or as expressly contemplated by this Agreement, Seller shall not: (a) sell or otherwise dispose of, or grant any mortgage, pledge security interest in, lien or encumbrance on, any of its assets or properties other than in the ordinary course of business, or enter into any agreement with respect thereto; (b) enter into any employment contract or deferred compensation arrangement with or grant any material increase in the compensation payable or to become payable to any of its employees, make any material increase in any bonus, insurance, or other employee benefit plan, payment, arrangement or policy made to, for or with any such or employees, or institute any employee benefit plan within the meaning of Section 3(3) of ERISA or institute any retirement plan or policy for the issuance of severance pay; and (c) waive any rights of substantial value in connection with its operations or take any other material action which is not in the ordinary course of business.