CERTAIN OPERATING COVENANTS Sample Clauses

The "Certain Operating Covenants" clause sets out specific obligations and restrictions regarding how a business or asset must be managed during the term of an agreement. Typically, this clause requires the party in control to operate in the ordinary course, maintain assets, comply with laws, and avoid significant changes without consent. For example, it may prohibit selling key assets, incurring new debt, or altering business operations without prior approval. The core function of this clause is to preserve the value and stability of the business or asset, ensuring that its condition does not materially change to the detriment of the other party before a transaction closes or during a contractual relationship.
CERTAIN OPERATING COVENANTS. Without CSBI's prior written consent (which consent, in the case of Sections 5.9.9 through 5.9.14, shall not be unreasonably withheld or delayed), Eldorado shall not, and in the case of Section 5.9.7, the Eldorado officers identified in the definition of "Eldorado's Knowledge" shall not:
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CERTAIN OPERATING COVENANTS. The Company, the Principal Member and the Class A Representative Member agree that:
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CERTAIN OPERATING COVENANTS. Without the Company's prior written consent (which consent, in the case of Sections 4.9.9 through 4.9.14, shall not be unreasonably withheld or delayed), SUBJECT BANK shall not: 4.9.1 declare or make any payment or distribution with respect to its capital stock or other securities, whether by way of payment of interest or principal, redemption, dividend or otherwise; 4.9.2 (a) create, authorize, issue, sell or deliver any of its capital stock, bonds or other of its securities (whether authorized and unissued or held in treasury) or any instrument convertible into any of them; (b) grant or otherwise issue any options, warrants or other rights with respect thereto; (c) amend the terms of any rights with regard to the SUBJECT BANK securities; or (d) split up, combine or reclassify any of its outstanding stock; 4.9.3 acquire, by merging or consolidating with, by purchasing a substantial equity interest in or a substantial portion of the assets of, or by any other manner, any business, including any corporation, partnership, association or other business organization or division thereof; 4.9.4 excepting those matters identified on Exhibit 4.9.4, (a) create, renew, amend or terminate, or give notice of a proposed renewal, amendment or termination of, any material contract, agreement or lease for goods, services or office space to which the applicable Party is a party or by which the applicable Party or any of its properties is bound, excepting only contracts, agreements and leases under which the aggregate annual payments by either party do not exceed $50,000, (b) make any single capital expenditure exceeding $50,000 or any capital expenditures exceeding $100,000 in the aggregate, or (c) relocate or terminate, or file any application to relocate or terminate, the operations of any of its banking offices; 4.9.5 enter into any new line of business; 4.9.6 change its methods of accounting in effect at December 31, 1997, except as required by changes in GAAP or RAP as concurred with by the applicable Party's independent auditors; 4.9.7 commit any act or omission which constitutes a Violation of any Law, Regulatory Agreement or any material contract or license to which the applicable Party is a party or by which it or any of its properties is bound which Violation, individually or in the aggregate, has or reasonably could be expected to have a Material Adverse Effect on such Party; 4.9.8 make any equity investment in any real estate or real estate development project,...
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CERTAIN OPERATING COVENANTS. 37 5.10 Shareholder and Non-Competition Agreements....................... 38 5.11 Fair Price Structure............................................. 39 ARTICLE VI
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CERTAIN OPERATING COVENANTS. Without the consent of the Holders of a majority of the Registrable Securities, the Company shall not: (a) invest in, acquire an equity interest in, or otherwise acquire, any other business entity; (b) make any loan or guarantee (excluding accounts receivable) in excess of $10,000 per transaction; (c) make any material change within two years of the date of this Agreement in the nature of the business as now conducted or as contemplated by the Company's current business plan; (d) engage in any material transaction not in the ordinary course of the Company's business; or (e) engage in any transaction of a business nature with any member of management of the Company, other than the payment of compensation, including, but not limited to, base salaries, cash bonuses, and employee stock option grants, in the ordinary course of business as approved by the board of directors. the company shall not, without the unanimous approval of all members of its board of directors, increase the number of shares reserved for issuance pursuant to the company's stock option plans to more than 4,210,564 shares of the company's common stock.
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CERTAIN OPERATING COVENANTS. 39 4.9.1 .......................................................................39 4.9.2 .......................................................................39 4.9.3 .......................................................................39 4.9.4 .......................................................................40 4.9.5 .......................................................................40 4.9.6 .......................................................................40 4.9.7 .......................................................................40 4.9.8 .......................................................................40 4.9.9 .......................................................................40 4.9.10 .......................................................................40 4.9.11 .......................................................................41 4.9.12 .......................................................................41 4.9.13 .......................................................................41 4.9.14 .......................................................................41 4.9.15 .......................................................................41 4.10 Certain Covenants of the Company..................................................42 4.11 Covenants Regarding Employees, Directors and Officers.............................42 4.11.1
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CERTAIN OPERATING COVENANTS. Without Parent's prior written consent (which consent shall not be unreasonably withheld or delayed), and without limiting the generality of the provisions of Section 5.7, the Company shall not: 5.9.1 Amend or otherwise change the Articles of Organization or Bylaws of the Company; 5.9.2 Issue, sell, pledge, dispose of or encumber, or authorize the issuance, sale, pledge, disposition or encumbrance of, any shares of capital stock of any class (other than upon the exercise of vested Company Options under the Option Plans), Convertible Securities or any other rights of any kind to acquire any shares of capital stock or Convertible Securities, or any other ownership interest (including, without limitation, any phantom interest) in the Company;
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CERTAIN OPERATING COVENANTS. Without the consent of the Holders of a majority of the Registrable Securities, the Company shall not:
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Related to CERTAIN OPERATING COVENANTS

  • Operating Covenants From the Execution Date until the Closing or, if earlier, the termination of this Agreement as contemplated hereby, except (t) as required by this Agreement or any other Transaction Document, (u) as required by any lease, Contract, or instrument listed on any Annex, Disclosure Schedule or Schedule, as applicable, (v) as required by any Applicable Law or any Governmental Authority (including by order or directive of the Bankruptcy Court or fiduciary duty of the board of managers of any Seller or its Affiliates) or any requirements or limitations resulting from the Bankruptcy Cases, (w) to the extent related solely to Excluded Assets and/or Excluded Liabilities, (x) for renewal of expiring insurance coverage in the Ordinary Course of Business, (y) for emergency operations or (z) as otherwise consented to in writing by Buyer (which consent shall not be unreasonably withheld, conditioned or delayed): (a) Sellers will: (i) subject to any Bankruptcy Court order to the contrary, operate the Assets in the Ordinary Course of Business; (ii) maintain or cause its Affiliates to maintain the books of account and records relating to the Assets in the usual, regular and ordinary manner, in accordance with its usual accounting practices; (iii) give written notice to Buyer as soon as is practicable of any material damage or casualty to or destruction or condemnation of any Asset of which Sellers have Knowledge; (iv) use reasonable best efforts to maintain insurance coverage on the Assets in the amounts and types described on Disclosure Schedule 3.10; and (v) use commercially reasonable efforts to maintain or cause its Affiliates to maintain all Permits (including Environmental Permits) required for the operation of the Assets as presently conducted; and (b) no Seller shall: (i) sell, lease or otherwise transfer any Asset, or otherwise voluntarily divest or relinquish any right or asset, other than (A) sales or other dispositions of materials, supplies, machinery, equipment, improvements or other personal property or fixtures in the Ordinary Course of Business which have been replaced with an item of substantially equal suitability and (B) dispositions of Excluded Assets; (ii) enter into any material Contract that if entered into prior to the Execution Date would be required to be listed in Disclosure Schedule 3.05(a) other than (A) Contracts of the type described in Section 3.05(a)(iii) and Section 3.05(a)(viii) entered into in the Ordinary Course of Business (provided that Sellers shall use commercially reasonable efforts to notify Buyer of the terms of any such Contract prior to the execution thereof), (B) confidentiality agreements entered into in accordance with the Bid Procedures Order, (C) contracts or agreements entered into in connection with the Bankruptcy Cases (including any in connection with an Alternative Transaction) and (D) Contracts that would not adversely affect the Assets in any material respect; (iii) amend or modify in any material respect or terminate any Purchased Contract (other than termination or expiration in accordance with its terms) or any Permits (including Environmental Permits) required for the operation of the Assets as presently conducted; (iv) change the methods of accounting or accounting practice by Sellers, except as required by concurrent changes in Applicable Law or GAAP as agreed to by its independent public accountants; or (v) to the extent any of the following would reasonably have the effect of increasing the Non-Income Tax liability of Buyer for any period after the Closing Date, (A) make any settlement of or compromise any Non-Income Tax liability with respect to the Assets, (B) change any Non-Income Tax election or Non-Income Tax method of accounting or make any new Non-Income Tax election or adopt any new Non-Income Tax method of accounting with respect to the Assets; (C) surrender any right to claim a refund of Non-Income Taxes with respect to the Assets; or (D) consent to any extension or waiver of the limitation period applicable to any Non-Income Tax claim or assessment with respect to the Assets.

  • REPORTING COVENANTS The Borrower agrees with the Lenders, the Issuers and the Administrative Agent to each of the following, as long as any Obligation or any Revolving Credit Commitment remains outstanding and, in each case, unless the Requisite Lenders otherwise consent in writing:

  • Certain Negative Covenants So long as any Recovery Bonds are Outstanding, the Issuer shall not: (a) except as expressly permitted by this Indenture and the other Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Recovery Bond Collateral, unless directed to do so by the Indenture Trustee in accordance with Article V; (b) claim any credit on, or make any deduction from the principal or premium, if any, or interest payable in respect of, the Recovery Bonds (other than amounts properly withheld from such payments under the Code or other tax laws) or assert any claim against any present or former Holder by reason of the payment of the taxes levied or assessed upon any part of the Recovery Bond Collateral; (c) terminate its existence or dissolve or liquidate in whole or in part, except in a transaction permitted by Section 3.10; (i) permit the validity or effectiveness of this Indenture or the other Basic Documents to be impaired, or permit the Lien of this Indenture and the Series Supplement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Recovery Bonds under this Indenture except as may be expressly permitted hereby, (ii) permit any Lien (other than the Lien of this Indenture or of the Series Supplement) to be created on or extend to or otherwise arise upon or burden the Recovery Bond Collateral or any part thereof or any interest therein or the proceeds thereof (other than tax liens arising by operation of law with respect to amounts not yet due), or (iii) permit the Lien of this Indenture or of the Series Supplement not to constitute a valid first priority perfected security interest in the Recovery Bond Collateral; (e) elect to be classified as an association taxable as a corporation for federal income tax purposes or otherwise take any action, file any tax return, or make any election inconsistent with the treatment of the Issuer, for purposes of federal taxes and, to the extent consistent with applicable State tax law, State income and franchise tax purposes, as a disregarded entity that is not separate from the sole owner of the Issuer; (f) change its name, identity or structure or the location of its chief executive office, unless at least ten (10) Business Days’ prior to the effective date of any such change the Issuer delivers to the Indenture Trustee (with copies to the Rating Agencies) such documents, instruments or agreements, executed by the Issuer, as are necessary to reflect such change and to continue the perfection of the security interest of this Indenture and the Series Supplement; (g) take any action which is subject to a Rating Agency Condition without satisfying the Rating Agency Condition; (h) except to the extent permitted by applicable law, voluntarily suspend or terminate its filing obligations with the SEC as described in Section 3.07(g); or (i) issue any recovery bonds under the Wildfire Financing Law or any similar law (other than the Recovery Bonds).

  • CERTAIN AFFIRMATIVE COVENANTS The Company or, to the extent required hereunder, any Subsidiary should fail to perform or comply with Sections 9(A) through 9(H)(ii), 9(H)(vi) through 9(H)(viii) or any reporting covenant set forth in any Supplement hereto, and such failure continues for 15 days after written notice thereof shall have been delivered by Agent to the Company.

  • COMPLIANCE WITH COVENANTS, RESTRICTIONS AND BUILDING CODE Lessor warrants that any improvements (other than those constructed by Lessee or at Lessee's direction) on or in the Premises which have been constructed or installed by Lessor or with Lessor's consent or at Lessor's direction shall comply with all applicable covenants or restrictions of record and applicable building codes, regulations and ordinances in effect on the Commencement Date. Lessor further warrants to Lessee that Lessor has no knowledge of any claim having been made by any governmental agency that a violation or violations of applicable building codes, regulations, or ordinances exist with regard to the Premises as of the Commencement Date. Said warranties shall not apply to any Alterations or Utility Installations (defined in Paragraph 7.3(a)) made or to be made by Lessee. If the Premises do not comply with said warranties, Lessor shall, except as otherwise provided in this Lease, promptly after receipt of written notice from Lessee given within six (6) months following the Commencement Date and setting forth with specificity the nature and extent of such non-compliance, take such action, at Lessor's expense, as may be reasonable or appropriate to rectify the non-compliance. Lessor makes no warranty that the Permitted Use in Paragraph 1.8 is permitted for the Premises under Applicable Laws (as defined in Paragraph 2.4).