Common use of Negative Covenant Clause in Contracts

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers will not, and will cause the 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 3.16 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers will not, and will cause the 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 3.16 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers will not, and will cause the 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 3.16 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers will not, and will cause the 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 material change in the business of the changes or events listed in Section 3.16 Company is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers Seller will not, and will cause the 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 3.16 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers Seller will not, and will cause the 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 3.16 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers will not, and will cause the 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 3.16 4.16 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers Seller will not, and will cause the 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 3.16 3.13. is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers will Seller shall not, and will cause the Company not 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 3.16 4.15 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this AgreementAgreement or as set forth on Schedule 6.3, between the date of this Agreement and the Closing Date, Sellers the Company will not, and will cause the 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 3.16 is likely 3.14 would reasonably be expected to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, none of Sellers will not, and will cause or the Company not towill, 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 3.16 4.17 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this ----------------- Agreement, between the date of this Agreement and the Closing Date, Sellers Buyer will not, and will cause the Company not to, without the prior consent of Buyerthe Company, take any affirmative action, or fail to take any reasonable action within its or their or its control, as a result of which any of the changes or events listed in Section 3.16 5.11 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers Seller will not, and will cause the 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 3.16 2.8 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers Seller will not, and will not cause or permit the Company not to, without the prior consent of BuyerPurchaser, take (a) make any affirmative actionmodifications to any Material Contract except in the ordinary course of business and consistent with past business practices, or fail to take (b) enter into any reasonable action within their compromise or its control, as a result settlement of which any of the changes pending or events listed in Section 3.16 is likely to occurthreatened Litigation.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers will Seller shall not, and will cause the 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 3.16 is likely to §3.14 shall occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers will not, and will cause the 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 3.16 4.16 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers Seller will not, and will cause the 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 3.16 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers Seller will not, and will cause the 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 3.16 4.16 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers will not, and will cause the 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 3.16 3.14 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers and the Acquired Companies will not, and will cause the Company not 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 3.16 5.7 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this AgreementAgreement or with the prior written consent of the Purchaser, between the date of this Agreement and the Closing Date, Sellers will not, and will cause the Company not 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 3.16 3.7 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this ----------------- Agreement, between the date of this Agreement and the Closing Date, Sellers the Company will not, and will cause the Company not to, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within its or their or its control, as a result of which any of the changes or events listed in Section 3.16 4.12 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers will not, and will cause the 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 3.16 3.10 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers will not, and will cause the 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 3.16 3.15 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers Buyer will not, and will cause the Company not to, without the prior consent of BuyerSellers, 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 3.16 4.13 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers will not, and will cause the 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 3.16 is likely to may occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers Seller will not, and will cause the 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 3.16 4.16 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers Seller will not, and will not cause or permit the Company not to, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within their its control which would or its control, as a is likely to result in the occurrence of which any of the changes or events listed in Section 3.16 is likely to occur3.20.

Negative Covenant. Except as otherwise expressly permitted by this AgreementAgreement or disclosed in the Disclosure Letter, between the date of this Agreement and the Closing Date, Sellers Seller and the Company will not, and will cause the each DLT 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 3.16 3.14 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers will not, and will cause the Company not to, without the prior written consent of Buyer, take any affirmative action, action or fail to take any reasonable action within their or its control, control as a result of which any of the changes or events listed in Section 3.16 2.8 is likely to occur, including, but not limited to, incurring on behalf of Sellers any long-term indebtedness or engaging in any transaction that would be required to be recorded as a long-term liability on a balance sheet of Sellers prepared in accordance with GAAP.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers will not, and will cause neither the Company not tonor 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 their or its control, as a which would result in or allow the occurrence of which any of the changes or events listed in Section 3.16 is likely to occur7.1(l).

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement hereof and the Closing Date, Sellers Seller will not, and will cause the 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 3.16 is likely to will occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers the Company will not, and will cause the 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 3.16 3.12 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers Majority Owners and the Company will not, and will cause the 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 3.16 or Section 3.21 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing DateDate or termination of this agreement, Sellers Seller and AFT will not, and will cause the Company Acquired Companies not 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 3.16 4.10 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers Seller will not, and will cause the 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 3.16 3.14 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, the Sellers who are also members of the Senior Management Team will not, and will use their Best Efforts to cause the 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 3.16 3.14 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers Seller will not, and will not cause or permit the Company not Companies to, without the prior consent of BuyerPurchaser, take make any affirmative action, modifications to any Material Contract or fail to take any reasonable action within their or its control, as a result Permit except in the ordinary course of which any of the changes or events listed in Section 3.16 is likely to occurbusiness and consistent with past business practices.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers the Seller will not, and will cause the Company not to, without the prior consent of Buyerthe 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 3.16 is likely to 3.12 could occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers the Seller will not, and will cause the Company not to, without the prior consent of Buyerthe 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 3.16 is likely 3.11 could occur. The Purchaser shall have the right to occurexamine title to Real Property and other Acquired Assets in respect to the facilities of the Business at any time up to Closing for the purpose of ascertaining whether Seller has further voluntarily encumbered the Real Property.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers Seller will not, and will cause the Company not to, without the prior consent of the 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 3.16 4.1(h) is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers Seller will not, and will cause the Company Company, Akos and their respective Subsidiaries 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 3.16 4.6 (other than Sections 4.6(a), (b), (n), (q), (w) and (dd)) is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers will not, and will cause the Company MML 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 3.16 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by ----------------- this Agreement, between the date of this Agreement and the final Property Closing Date, Sellers Seller will not, and will cause the Company not to, without the prior written consent of each Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of there would be an adverse effect on the changes Acquired Assets or events listed in Section 3.16 is likely to occurthe Assumed Liabilities acquired or assumed by such Buyer hereunder.

Negative Covenant. Except as otherwise expressly permitted by required pursuant to this Agreement, between the date of this Agreement and the Closing Date, Sellers will not, and will cause neither Seller nor the Company not will permit 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 3.16 3.12 occurs or is reasonably likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers Seller will not, and will not cause or permit the Company not to, without the prior consent of BuyerPurchaser, take (a) make any affirmative actionmodifications to any Material Contract or Permit except in the ordinary course of business and consistent with past business practices, or fail to take (b) enter into any reasonable action within their compromise or its control, as a result settlement of which any of the changes pending or events listed in Section 3.16 is likely to occurthreatened Litigation.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers will not, and will cause the Company not toneither Seller will, without the prior written 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 3.16 is likely to occur.take

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers Seller will not, and will cause the 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 3.16 3.22 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers will Seller shall not, and will shall cause the each Group Company not to, without the prior written 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 representations and warranties set forth in Section 3.16 is likely Article IV hereof would fail to occurbe correct if made as of the Closing Date.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers will shall not, and will shall cause the Company not to, without the prior consent of BuyerBuyer and Merger Sub, 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 3.16 3.1.16 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers will shall not, and will shall cause the 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 3.16 3.15 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, the Company and Sellers will not, and will cause the 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 3.16 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement the Balance Sheet and the Closing Date, Sellers will not, and will cause the 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 45 result of which any of the changes or events listed in Section 3.16 will occur or is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers will not, and will cause the Company not to, 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 3.16 3.13 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreementherein, between the date of this Agreement and the Closing Date, Sellers will Seller shall not, and will cause the Company not to, without the prior written Consent of Buyer (which consent of Buyershall 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 3.11 or 3.16 is would be likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers the Company and Seller will not, and will cause the Company not to, 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 3.16 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers Seller and the Shareholders will not, and will cause the Company Seller 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 3.16 3.8 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers Seller will not, and will use his reasonable best efforts to cause the each Acquired Company not to, without the prior consent of Buyer, (a) take any affirmative action, or fail to take any reasonable action within their his or its control, as a result of which any of the changes or events listed in Section 3.16 3.7 or Section 3.8 is likely to occur, or (b) make any material modification to any Contract.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers the Seller will not, and will cause the 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 3.16 4.8 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted ----------------- by this Agreement, between the date of this Agreement and the Closing Date, Sellers Seller will not, and will cause the 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 3.16 3.13. is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers will Seller shall not, and will shall cause the Company Companies not to, without the Buyer’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 3.16 3.15 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers Xxxxxxxxxx will not, and will cause the 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 3.16 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers Seller will not, and will cause the 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 3.16 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, the Sellers will not, and will cause the each Acquired Company not to, without the Buyer's prior consent of Buyerwritten consent, 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 change or events event listed in Section 3.16 2.16 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement------------------ Agreement or as is consistent with the Ordinary Course of Business, between the date of this Agreement and the Closing Date, Sellers the Company will not, and will cause the Company not to, 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 3.16 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing DateClosing, Sellers will not, not and will cause the Company TIL not to, without the prior consent of Buyer, take any affirmative action, 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 3.16 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers will not, and will cause the 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 3.16 3.30 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers Seller will not, and will cause the 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 3.16 2.15 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between 6.3.1 As from the date of signing this Agreement until immediately prior to Completion, the Seller and the Closing Date, Sellers will Company shall not, and will cause the Company not to, without except in each case (i) with the prior written consent of Buyer, take any affirmative actionthe Purchaser which shall not be unreasonably withheld or delayed but which may be made conditional, or fail to take any reasonable action within their or its control, (ii) as a result of which any of the changes or events listed agreed in Section 3.16 is likely to occur.this Agreement:

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers and the Company will not, and will cause the 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 3.16 3.15 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreementherein, between the date of this Agreement and the Closing DateClosing, Sellers will Seller shall not, and will cause the Company Shareholders shall not permit Seller to, without the prior consent written Consent of BuyerPurchaser, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which could cause a materially adverse affect on the business or Havelide System or increase any of the changes or events listed in Section 3.16 is likely to occurLiabilities.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing DateDate (if any such period exists), Sellers Seller will not, and will cause the Partnership and 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 3.16 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this ------------------ Agreement, between the date of this Agreement and the Closing Completion Date, Sellers Principal Vendors will not, and will cause the each Acquired Company not 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 3.16 Clause 4.16 of the Fourth Schedule is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers the Parent Seller will not, and will cause the Company not to, without the prior consent of the 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 3.16 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreementherein, between the date of this Agreement and the Closing Date, Sellers will Seller shall not, and will cause the Company not to, without the prior written consent of Buyer, (a) take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any Material Adverse Effect or any of the changes or events listed in Section 3.16 is likely to occur.in

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers the Seller Group will not, not and will cause the 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 3.16 3.15 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers will Buyer shall not, and will shall cause the Company Merger Sub not to, without the prior consent of Buyer, Sellers and the Company 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 3.16 4.2 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers Seller will not, and will cause the Company AMT 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 3.16 is reasonably likely to occur.

Negative Covenant. Except as set forth on Schedule 4.3 or as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers Seller and the Company will not, and will cause the 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 3.16 is likely to occur.following actions:

Negative Covenant. Except as otherwise expressly permitted by this Agreementherein, between the date of this Agreement and the Closing DateClosing, Sellers will Seller shall not, and will cause the Company Shareholders shall not permit Seller to, without the prior consent written Consent of BuyerPurchaser, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which could cause a materially adverse affect on the business or Coalthane System or increase any of the changes or events listed in Section 3.16 is likely to occurLiabilities.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers will not, and Seller will cause the Acquired Company not to, without the prior consent of BuyerBuyers, (a) enter into any employment agreements, (b) assume or incur any long term liabilities or (c) or 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 3.16 2.16 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers Seller will not, not (and will cause the Company each of its Related Persons not to), without the prior consent of Buyer, take any affirmative action, action or fail to take any reasonable action within their or its control, control as a result of which any of the following changes or events listed in Section 3.16 is likely to occur.:

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers Seller will not, and will cause the Company not 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 3.16 is likely to 3.11 could occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, the Sellers will not, and will cause the each Acquired Company not to, without the prior consent of the 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 3.16 4.16 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, ! between the date of this Agreement and the Closing Date, Sellers Shareholders will not, and will cause the Company not 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 3.16 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this ----------------- Agreement, between the date of this Agreement and the Closing Date, Sellers Seller will not, and will cause the Company not to, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within their his or its control, as a result of which any of the changes or events listed in Section 3.16 3.15 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers the Seller will not, and will cause the Company not to, without the prior consent of the 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 3.16 4.16 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers will not, and will cause neither the Seller nor the Company not towill, 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 3.16 4.17 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this AgreementAgreement or disclosed in the Disclosure Letter, between the date of this Agreement and the Closing Date, Sellers Seller and the Companies will not, and will cause the 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 3.16 Sections 3.14 and 4.14, respectively, is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this ----------------- Agreement, between from the date hereof through the Closing Date or earlier termination of this Agreement and the Closing Datepursuant to (S) 7, Sellers Seller will not, and will cause the Company and its Subsidiaries not to, without the prior consent of Buyerthe 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 3.16 (S) 4(g) is likely to occur, or any of the other representations or warranties in (S) 4 may not then be correct and complete.

Negative Covenant. Except as otherwise expressly permitted by this Agreementherein, between the effective date of this Agreement and the Closing Date, Sellers will Seller shall not, and will cause the Company not to, without the prior written Consent of Buyer (which consent of Buyershall 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 3.11 or 3.16 is would be likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this AgreementAgreement or described in the Disclosure Letter, between the date of this Agreement and the Closing Date, Sellers and the Companies will not, and will cause the 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 3.16 Sections 3.14, 4.14 and 5.14, respectively, is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers will not, and will cause the 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 3.16 3.15 is likely to occur.

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers will not, and will cause the each Subject 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 3.16 4.14 is likely to occur.. Other than in the Normal Course of Trading and as reflected in the Disclosure Letter, between the date of this Agreement and the Closing Date, Sellers shall take all necessary action to ensure that:

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers Seller(s) will not, and will not cause or permit the Company not to, without the prior consent of BuyerPurchaser, take (a) make any affirmative actionmodifications to any Material Contract except in the ordinary course of business and consistent with past business practices, or fail to take (b) enter into any reasonable action within their compromise or its control, as a result settlement of which any of the changes pending or events listed in Section 3.16 is likely to occurthreatened Litigation.