Certain Changes Clause Samples

Certain Changes. Except as otherwise permitted by this Agreement or consented to by Buyer in writing, Seller shall not: (a) subject any of the Assets to any lien or encumbrance; (b) dispose of any of the Assets; or (c) grant any increase in compensation or benefits to any Employee; (d) materially modify any of the liabilities, or (e) with respect to the Business, perform any act outside the Ordinary Course of Business except as otherwise contemplated by this Agreement.

Certain Changes. Without first obtaining the written consent of Regency, which shall not be unreasonably withheld or delayed, from the date hereof until the Closing Date, HEP covenants that it shall not and shall, as applicable and except as required by applicable law, cause the ▇▇▇▇▇▇ LLCs and the Subsidiaries not to: (a) operate their businesses, except in the usual, regular and ordinary course in all material respects consistent with past practices or make any material change in the conduct of their businesses and operations, or their financial reporting and accounting methods; (b) enter into any Contract or terminate or amend in any material respect any Contract to which the ▇▇▇▇▇▇ LLCs or the Subsidiaries is a party if the committed value of the Contract is in excess of $100,000; (c) declare, set aside or pay any dividends, or make any distributions, in respect of their equity securities, or repurchase, redeem or otherwise acquire any such securities, other than cash dividends or cash distributions by the ▇▇▇▇▇▇ LLCs and the Subsidiaries prior to the Closing; (d) merge into or with or consolidate with any other entity or acquire any of the business or assets of any person or entity; (e) make any change in their organizational documents or equivalent governing instruments; (f) purchase any securities of any entity, except short term debt securities of any Governmental Authority and banks, or make any investment in any entity; (g) increase the indebtedness of, or incur any obligation or liability, direct or indirect, for the ▇▇▇▇▇▇ LLCs and the Subsidiaries, other than the incurrence of liabilities in the ordinary course of business consistent with past practices; (h) sell, lease or otherwise dispose of any of their assets other than (i) the sale of their assets in the ordinary course of business pursuant to existing Contracts, and (ii) assets with an aggregate value of not more than $100,000; (i) purchase, lease or otherwise acquire any property of any kind whatsoever other than (i) in the ordinary course of business consistent with past practices, or (ii) property with an aggregate value of not more than $100,000; (j) (i) enter into any joint venture, partnership or other similar arrangements; (ii) terminate or amend any Contract, Permit or other material right, (iii) waive, release or assign any material rights or claims, (iv) create any new Liens on the assets and properties of the ▇▇▇▇▇▇ LLCs and the Subsidiaries, and (v) make any loans, advances or capital contrib...

Certain Changes. The Administrator may accelerate the vesting dates or otherwise adjust any of the terms of the RSUs; provided that, subject to Section 5 of the Plan and Section 11(f) of the Addendum to this Agreement, no action under this Section shall adversely affect the Participant’s rights hereunder.

Certain Changes. From and after the Effective Date, the Company shall set and may make changes to: (a) the Non-Guaranteed Elements of the Policies, provided any material changes to such Non-Guaranteed Elements shall be mutually agreed upon by the Parties; (b) the reserving methodology related to the Policies including changes required by Applicable Law or Iowa SAP; and (c) with respect to those Policies that are issued in connection with a Variable Separate Account, the addition or substitution of investment options to the extent permitted under the terms of such Policies.

Certain Changes. Target will not, except as contemplated in the Target Disclosure Schedule: (a) Borrow or agree to borrow any funds or incur, or assume or become subject to, whether directly or indirectly or by way of guarantee or otherwise, any obligation or liability; (b) Pay, discharge or satisfy any claim, liability or obligation other than the payment, discharge or satisfaction in the ordinary course of business and consistent with past practice of liabilities or obligations reflected or reserved against in the Target Balance Sheet or incurred in the ordinary course of business and consistent with past practice since the date of the Target Balance Sheet; (c) Permit or allow any of its property or assets (real, personal or mixed, tangible or intangible) to be subjected to any mortgage, pledge, lien, security interest, encumbrance, restriction or charge of any kind, except for those of a kind permitted under Section 2.09 hereof; (d) Write down the value of any inventory or write off as uncollectible any notes or accounts receivable; (e) Cancel any debts or waive any claims or rights of substantial value or sell, transfer, or otherwise dispose of any of its properties or assets (real, personal or mixed, tangible or intangible); (f) License or dispose of, or permit to lapse any rights to the use of any patent, trademark, trade name, technology, process, copyright or other intangible asset of material value, or dispose of or disclose to any person any trade secret, formula, process or know-how of material value not theretofore a matter of public knowledge; (g) Grant any general increase in the compensation of its officers or employees (including any such increase pursuant to any bonus, pension, profit-sharing or other plan or commitment) or any increase in the compensation payable or to become payable to any officer or employee; (h) Make any capital expenditure or commitment therefore in excess of $300,000.00 individually or in excess of $500,000.00 in the aggregate for additions to property, plant or equipment; (i) Pay, loan or advance any amount to, or sell, transfer or lease any properties or assets (real, personal or mixed, tangible or intangible) to, or enter into any agreement or arrangement with, any of its officers or directors or any affiliate or associate of any of its officers or directors except for directors' fees and compensation to officers at rates not exceeding the rates of compensation set forth in the Target Disclosure Schedule; (j) Enter into any other ...

Certain Changes. Either Party, when acting as a service provider, may change (a) its policies and procedures or (b) the location from which any Service is provided at any time; provided, that such Party shall always remain responsible for the performance of the Services in accordance with the service levels, quality and costs set forth herein. Such providing Party shall give the other Party reasonable prior notice of the change (which notice shall be provided no later than the time at which, and in the same manner as, such Party provides notice of such change to any applicable Affiliates).

Certain Changes. Since June 30, 2007, Seller and each Seller Entity have conducted the Businesses solely in the ordinary course of business consistent with past practices, and have used commercially reasonable efforts to preserve the Businesses, and except as specifically listed on Schedule 4.9, since June 30, 2007, there has not been, with respect to the Businesses, any: (a) material adverse change of any nature whatsoever in the business, operations, cash flows, affairs, prospects, liabilities (contingent or otherwise), results of operation, properties or assets or the condition (financial or otherwise) of the Businesses, or any event or circumstance that would, individually or in the aggregate, reasonably be expected to result in such a material adverse change; (b) damage, destruction or loss (whether or not covered by insurance) that resulted in or could reasonably be expected to result in losses with respect to the Purchased Assets or the Businesses of more than Ten Thousand Dollars ($10,000); (c) revaluation or write-down of any of the Purchased Assets or any other assets or properties associated with the Businesses; (d) amendment or termination of any Material Agreement other than in the ordinary course of business or as contemplated in this Agreement; (e) change by Seller or any Seller Entity in its accounting principles, methods or practices or in the manner it keeps its books and records or any change by Seller or any Seller Entity of its current practices with respect to sales, receivables, payables or accrued expenses related to the Businesses; (i) grant of any severance, continuation or termination pay to any director, officer, shareholder or employee of Seller or any Seller Entity engaged in the Businesses; (ii) entering into of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer, shareholder or employee of Seller or any Seller Entity engaged in the Businesses; (iii) increase in benefits payable or potentially payable under any severance, continuation or termination pay policies or employment agreements with any director, officer, shareholder or employee of Seller or any Seller Entity engaged in the Businesses; (iv) increase in compensation, bonus or other benefits payable or potentially payable to directors, officers, shareholders or employees of Seller or any Seller Entity engaged in the Businesses, except for customary increases in non-executive employee compensation ...

Certain Changes. In no way waiving or modifying the provisions of Article XVII above, Tenant shall give Landlord at least thirty (30) days’ prior written notice of any change in Tenant’s principal place of business, name, identity, jurisdiction of organization or corporate structure.

Certain Changes. Since December 31, 2012, the Seller has conducted, and the Shareholders have caused the Seller to conduct, the Business in the Ordinary Course of Business, to preserve intact their respective business organizations and relationships with third parties and to keep available the services of their respective present officers and employees. Without limiting the generality of the foregoing, except as set forth on Schedule 4.8, since December 31, 2012: (a) Seller has not entered into any agreement, contract, lease or license involving in excess of $10,000; (b) no party has accelerated, terminated, modified or cancelled any material agreement, contract, lease or license to which Seller is a party or by which it is bound; (c) Seller has maintained their properties and other assets in accordance with normal industry practice, in good operating condition and repair (subject to normal wear and tear), and have maintained insurance coverage thereon at current levels; (d) Seller has paid all accounts payable and collected all accounts receivable in a commercially reasonable manner and in the Ordinary Course of Business; (e) Seller has not adopted or proposed any change to its charter or bylaws; (f) Seller has not purchased, leased or otherwise acquired, or sold, leased, licensed, transferred, assigned or otherwise disposed of, any of such Seller’s assets, tangible or intangible, having a value in excess of $10,000; (g) Seller has not approved, committed to make, or made any capital expenditure in excess of $10,000; (h) Seller has not issued any note, bond or other debt security or created, incurred, assumed or guaranteed Seller’s Debt other than in the Ordinary Course of Business; (i) Seller has not imposed any Liens upon any of such Seller’s assets, tangible or intangible; (j) Seller has not cancelled, compromised, waived or released any right or claim involving more than $10,000; (k) Seller has not increased the compensation of any director, officer or employee of the Seller other than in the Ordinary Course of Business; (l) Seller has not entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any such existing contract or agreement; (m) Seller has not adopted, amended, modified, terminated or taken any action to accelerate any rights or benefits under any Employee Benefit Plan in any manner that increases the Liability of Seller in respect of such Employee Benefit Plan; (n) Seller has not made any loan to, o...