Common use of Restrictions on Purchaser Clause in Contracts

Restrictions on Purchaser. Without first obtaining the written consent of the SF General Partner, which consent shall not be unreasonably withheld or delayed, from the date hereof until the Closing, except as otherwise contemplated by this Agreement, the Purchaser will not (and the KM General Partner covenants that it will not cause the Purchaser to): (i) make any material change in the conduct of its business and operations or its financial reporting and accounting methods; (ii) other than in the ordinary course of business, enter into any material contract or agreement or terminate or amend in any material respect any material contract or agreement to which it is a party, or be in default in any material respect thereunder; (iii) declare, set aside or pay any dividends or make any distributions in respect of its equity securities, or split, combine or reclassify any of its equity securities or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any of its equity securities, or purchase, redeem or otherwise acquire, directly or indirectly, any such securities, other than the payment of cash distributions consistent, in amount and timing, with past practice; (iv) merge into or with or consolidate with any other corporation or other entity, acquire all or substantially all of the business or assets of any corporation, person or other entity or form, acquire any interest in or contribute any assets to any partnership or joint venture or enter into any similar arrangement; (v) make any change in its agreement of limited partnership; (vi) issue any partnership interests or securities convertible or exercisable into such interests other than an issuance of such interests or securities at or in excess of the fair market value thereof; (vii) allow or permit the expiration, termination or cancellation at any time of any material insurance policy applicable to its business or operations, unless such policy is replaced, with no loss of coverage, by a comparable insurance policy (to the extent available on commercially reasonable terms); (viii) implement or adopt any material change in its tax methods, principles or elections; or (ix) commit to do any of the foregoing.

Restrictions on Purchaser. Without first obtaining the written consent of the SF General PartnerSeller, which consent shall not be unreasonably withheld or delayed, from the date hereof until the Closing, except as otherwise contemplated by this Agreement, if the effect of any of the following could reasonably be likely to lead to the failure of the parties to consummate the transactions contemplated by this Agreement, Purchaser will not (and the KM General Partner covenants that it will not cause the Purchaser to):not: (i) make any material change in the conduct of its business and operations or its financial reporting and accounting methods; (ii) other than in the ordinary course of business, enter into any material contract or agreement or terminate or amend in any material respect any material contract or agreement to which it is a party, or be in default in any material respect thereunder; (iii) except for the regularly scheduled distribution to be made in December 1999, declare, set aside or pay any dividends or make any distributions in respect of its equity securities, or split, combine or reclassify any of its equity securities or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any of its equity securities, or purchase, redeem or otherwise acquire, directly or indirectly, any such securities, other than the payment of cash distributions consistent, in amount and timing, with past practice; (iv) merge into or with or consolidate with any other corporation corporation, partnership, person or other entity, acquire all or substantially all of the business or assets of any corporation, partnership, person or other entity or form, acquire any interest in or contribute any assets to any partnership or joint venture or enter into any similar arrangement; (vA) make any change purchase of any securities of any corporation, partnership, person or entity, or (B) make any investment in any corporation, partnership, joint venture or other business enterprise other than ordinary-course overnight investments consistent with cash management practices of Purchaser and its agreement of limited partnershipaffiliates; (vi) issue incur or increase any partnership interests material amount of indebtedness for borrowed money or securities convertible guarantee any such indebtedness or exercisable into such interests issue, sell or guarantee any debt securities, other than an issuance in the ordinary course of such interests or securities at or in excess of the fair market value thereofbusiness consistent with past practice; (vii) sell, lease or otherwise dispose of any material portion of its assets other than in the ordinary course of business consistent with past practice; (viii) issue, deliver or sell or authorize or propose the issuance, delivery or sale of, any of its equity securities or securities convertible into its equity securities, or subscriptions, rights, warrants or options to acquire or other agreements or commitments of any character obligating it to issue any such securities; (ix) settle in excess of $500,000 (individually or in the aggregate) any claim, demand, lawsuit or state or federal regulatory proceeding unless prior to such settlement Seller shall have been given a reasonable opportunity to consult with Purchaser regarding such settlement; (x) except as required on an emergency basis, purchase, lease or otherwise acquire any property of any kind whatsoever other than in the ordinary course of business or make any capital expenditure in excess of $100,000; (xi) allow or permit the expiration, termination or cancellation at any time of any material insurance policy applicable to its business or operations, unless such policy is replaced, with no loss of coverage, by a comparable insurance policy (to the extent available on commercially reasonable terms); (viii) implement or adopt provided that Purchaser shall notify Seller if any material change in its tax methods, principles or electionssuch insurance coverage will not be replaced; or (ixxii) commit to do any of the foregoing.