Common use of Proscribed Activities Clause in Contracts

Proscribed Activities. Except with Buyer's express prior written approval which Buyer may withhold in the exercise of its sole and absolute discretion, Seller shall not, directly or indirectly, whether through the act itself or through any agreement entered into or to be entered into to perform an act, do any of the following: (i) solicit or enter into any discussions or negotiations with any Person regarding the sale or other disposition of all or any of the Assets, or furnish any information to any prospective buyer or acquiring party of all or any material part of the Assets; (ii) subject any of the Assets to any Lien other than those listed in SCHEDULE 4.1(h); (iii) incur any obligation (contingent or fixed) to transfer or convey, including by means of an option to purchase or acquire, or transfer or convey, any material Asset of the Business, or enter into any other transaction or make or enter into any other contract or commitment affecting the Business, except with the prior written consent of Buyer in accordance with the Management Agreement; (iv) grant any general or uniform increase in the rates of pay or benefits to officers, directors or Employees (or a class thereof) or pay any special bonus to any person (with the sole exception of bonuses in the form of stock, or stock options, of Seller), or enter into any new employment, collective bargaining or severance agreement; (v) make, guarantee, assume or otherwise cause the Business to become liable for any borrowing or increase any existing indebtedness except with the prior written consent of Buyer; (vi) discharge or satisfy any Lien or pay any debt, obligation or liability of the Business, except with the prior written consent of Buyer; or (vii) engage in or enter into any material transaction of any nature relating to the Business and not expressly provided for herein, except with the prior written consent of Buyer.