Common use of Specified Property Clause in Contracts

Specified Property. Notwithstanding anything to the contrary contained in this Agreement, except, in the case of clauses (b)(iii) or (e) below, to the extent attributable to or arising out of the consummation of the Merger and the other transactions contemplated hereby, Parent agrees that between the date of this Agreement and the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 9.1, except as consented to in writing by the Company (which consent shall not be unreasonably withheld, delayed or conditioned and shall be deemed given if the Company fails to respond to a written request from Parent within five (5) days of its receipt of such request) Parent shall not and shall not permit any of its Subsidiaries to: (a) enter into any lease agreement or amend or modify any lease agreement, in each case affecting the Specified Property; (b) (i) incur, create, assume, refinance, replace, guarantee, endorse or amend or modify the terms of any Indebtedness for borrowed money or issue, or amend or modify the terms of, any debt securities, in each case with an aggregate principal amount of more than One Million Dollars ($1,000,000), (ii) assume, guarantee, endorse, or otherwise become responsible (whether directly, contingently or otherwise) for any Indebtedness with an aggregate principal amount of more than One Million Dollars ($1,000,000) or (iii) incur, create, assume or guarantee any recourse obligations, in each case of clauses (i) through (iii) relating principally to the Specified Property; (c) pay, incur or agree to pay any broker’s commission with respect to any transaction involving the Specified Property other than commissions payable pursuant to Contracts existing on the date hereof, copies of which have been disclosed to Parent prior to the date hereof; (d) pay, incur or agree to pay any capital expenditures or other investments with respect to the Specified Property in excess of One Million U.S. Dollars ($1,000,000) in the aggregate; or (e) take any action that, under the terms of any Indebtedness of the Parent or any of its Subsidiaries relating principally to the Specified Property having a principal amount in excess of One Million U.S. Dollars ($1,000,000), recourse for which is limited (subject to customary exceptions) to certain assets encumbered by a Lien securing such Indebtedness, would reasonably be expected to cause any portion of such Indebtedness to no longer be subject to such limitations on recourse.