Without limiting the provisions of Section. 6.1(a), except as set forth in Section 6.1(b) of the Company Disclosure Letter, the Company covenants and agrees that, except as expressly provided in this Agreement or as required to comply with applicable Law, from and after the date of this Agreement and prior to the Effective Time, the Company will not, and will not permit any of its Subsidiaries to (without the prior written consent of Parent, which consent shall not be unreasonably withheld or delayed if the action requested would not materially and adversely impact the expected pro forma financial data (including expected cost-savings) of Parent following consummation of the Merger as agreed by Parent and the Company): (i) amend or propose to amend its articles of incorporation or bylaws or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of or encumber any additional shares of, or securities convertible into or exchangeable for, or options, warrants, calls, commitments or rights of any kind to acquire, any shares of capital stock of any class of the Company or its Subsidiaries, other than issuances pursuant to the exercise of Company Options outstanding on the date hereof; (iii) (A) directly or indirectly, split, combine or reclassify the outstanding shares of capital stock of the Company, or any outstanding capital stock of any of the Subsidiaries of the Company; or (B) redeem, purchase or otherwise acquire directly or indirectly any of its capital stock; (iv) declare, set aside or pay any dividend or other distribution payable in cash, stock or property with respect to its capital stock; (v) adopt a plan of complete or partial liquidation or dissolution; (vi) (A) increase the compensation or benefits payable to any director, officer, other employee or consultant of the Company or any of its Subsidiaries; (B) grant any severance or termination pay to (or amend any such existing arrangement with) any director, officer, other employee or consultant of the Company or any of its Subsidiaries; (C) enter into any employment, deferred compensation or other similar agreement (or amend any such existing agreement) with any director, officer, other employee or contractor of the Company or any of its Subsidiaries; (D) increase any benefits payable under any existing severance or termination pay policies or agreements or employment agreements; or (E) permit any director, officer, other employee or contractor of the Company or any of its Subsidiaries who is not already a party to an agreement or a participant in a plan providing benefits upon or following a "change in control" to become a party to any such agreement or a participant in any such plan, other than pursuant to a pre-existing contractual commitment or as required by applicable Law; (vii) (A) adopt any new benefit plan, terminate any Company Employee Plan or modify any Company Employee Plan in a way that could result in additional cost to Parent, the Company or any of their respective Subsidiaries, except for any amendments to a Company Employee Plan required to maintain its qualified plan status under Section 401(a) of the Code; (B) modify any actuarial cost method, assumption or practice used in determining benefit obligations, annual expense and funding for any Company Employee Plan, except to the extent required by GAAP; (C) subject to any ERISA fiduciary obligation, modify the investment philosophy of the Company Employee Plan trusts or maintain an asset allocation that is not consistent with such philosophy; (D) subject to any ERISA fiduciary obligation, enter into any outsourcing agreement, or any other material contract relating to the Company Employee Plans or management of any benefit plan trusts; (E) grant any ad hoc pension increase; or (F) establish any new or fund any existing "rabbi" or similar trust (except in accordance with the current terms of any Company Employee Plan), or enter into any other arrangement for the purpose of securing non-qualified retirement benefits, termination benefits or deferred compensation; (viii) modify, amend or terminate any of the Company Contracts or waive, release or assign any material rights or claims, except in the ordinary course of business and consistent with past practice; (ix) enter into any new (i) agency agreement that provides or permits: (A) a premium volume limitation greater than five hundred thousand dollars ($500,000); (B) a projected annual reinsurance ceded written premium greater than five hundred thousand dollars ($500,000); (C) policy limits of liability of greater than five hundred thousand dollars ($500,000) per occurrence; or (D) a per policy retention of more than five hundred thousand dollars ($500,000) per occurrence; or
Appears in 1 contract
Without limiting the provisions of Section. 6.1(a7.1(a), except as set forth in Section 6.1(b7.1(b) of the Company PIC Disclosure Letter, the Company PIC covenants and agrees that, except as expressly provided in this Agreement or as required to comply with applicable Law, or with the prior written consent of Parent, from and after the date of this Agreement and prior to the Effective TimeClosing, the Company will PIC shall not, and will shall not permit any of its Subsidiaries to (without the prior written consent of Parent, which consent shall not be unreasonably withheld or delayed if the action requested would not materially and adversely impact the expected pro forma financial data (including expected cost-savings) of Parent following consummation of the Merger as agreed by Parent and the Company):to:
(i) amend or propose to amend its articles of incorporation or bylaws or similar organizational documents;
(ii) issue, sell, transfer, pledge, dispose of or encumber any additional shares of, or securities convertible into or exchangeable for, or options, warrants, calls, commitments or rights of any kind to acquire, any shares of capital stock of any class of the Company PIC or its Subsidiaries, other than issuances pursuant to the exercise of Company Options outstanding on the date hereof;
(iii) (A) directly or indirectly, split, combine or reclassify the outstanding shares of capital stock of the CompanyPIC, or any outstanding capital stock of any of the Subsidiaries of the CompanyPIC; or (B) redeem, purchase or otherwise acquire directly or indirectly any of its capital stock;
(iv) declare, set aside or pay any dividend or other distribution payable in cash, stock or property with respect to its capital stock;
(v) adopt a plan of complete or partial liquidation or dissolution;
(vi) (A) increase the compensation or benefits payable to any director, officer, other employee or consultant of the Company PIC or any of its Subsidiaries; (B) grant any severance or termination pay to (or amend any such existing arrangement with) any director, officer, other employee or consultant of the Company PIC or any of its Subsidiaries; (C) enter into any employment, deferred compensation or other similar agreement (or amend any such existing agreement) with any director, officer, other employee or contractor consultant of the Company PIC or any of its Subsidiaries; (D) increase any benefits payable under any existing severance or termination pay policies or agreements or employment agreements; or (E) permit any director, officer, other employee or contractor consultant of the Company PIC or any of its Subsidiaries who is not already a party to an agreement or a participant in a plan providing benefits upon or following a "change in control" to become a party to any such agreement or a participant in any such plan, other than pursuant to a pre-existing contractual commitment or as required by applicable Law;
(vii) (A) adopt any new benefit plan, terminate any Company PIC Employee Plan or modify any Company PIC Employee Plan in a way that could result in additional cost to Parent, the Company PIC or any of their respective Subsidiaries, except for any amendments to a Company PIC Employee Plan required to maintain its qualified plan status under Section 401(a) of the Code; (B) modify any actuarial cost method, assumption or practice used in determining benefit obligations, annual expense and funding for any Company PIC Employee Plan, except to the extent required by GAAP; (C) subject to any ERISA fiduciary obligation, modify the investment philosophy of the Company PIC Employee Plan trusts or maintain an asset allocation that is not consistent with such philosophy; (D) subject to any ERISA fiduciary obligation, enter into any outsourcing agreement, or any other material contract relating to the Company PIC Employee Plans or management of any benefit plan trusts; (E) grant any ad hoc pension increase; or (F) establish any new or fund any existing "rabbi" or similar trust (except in accordance with the current terms of any Company PIC Employee Plan), or enter into any other arrangement for the purpose of securing non-qualified retirement benefits, termination benefits or deferred compensation;
(viii) modify, amend or terminate any of the Company Material Contracts or PIC-Produced Insurance Contracts or waive, release or assign any material rights or claims, except in the ordinary course of business and consistent with past practice;
(ix) enter into any new (i) agency agreement Contract that provides for risk-sharing or permits: risk-retention by PIC or any of its Subsidiaries;
(x) enter into any material insurance transaction other than in the ordinary course of business and consistent with past practice;
(xi) permit any material insurance policy naming it as a beneficiary or a loss payable payee to be cancelled or terminated without notice to Parent or fail to renew coverage under any such policy;
(xii) (A) incur any indebtedness for borrowed money or issue debt securities or assume, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations of any Person (other than a premium volume limitation greater wholly-owned Subsidiary of PIC) for borrowed money, except for indebtedness incurred under PIC's existing credit facilities in the ordinary course of business and consistent with past practice and in an aggregate amount not to exceed one hundred seventy-five thousand dollars ($175,000); (B) make any loans, advances or capital contributions to, or investments in, any other Person (other than five to wholly-owned Subsidiaries of PIC); or (C) enter into any material commitment or transaction (including any borrowing, capital expenditure or purchase, sale or lease of assets) requiring a capital expenditure by PIC or its Subsidiaries, other than capital expenditures pursuant to PIC's capital expenditures budget previously furnished to Parent and other capital expenditures that do not exceed one hundred thousand dollars ($500,000)100,000) in the aggregate;
(A) make, revoke or change a material Tax election with respect to PIC or any of its Subsidiaries; (B) change a projected annual reinsurance ceded written premium greater material method of reporting income or deductions for Tax purposes with respect to PIC or any of its Subsidiaries; (C) consent to extend the period of limitations for the payment or assessment of any material Tax with respect to PIC or any of its Subsidiaries; or (D) settle or compromise any material Tax liability of PIC or any of its Subsidiaries;
(xiv) change any of the accounting principles used by it unless required by GAAP;
(xv) pay, discharge or satisfy any Liabilities other than five (A) the payment, discharge or satisfaction of any such Liabilities in the ordinary course of business and consistent with past practice and in accordance with their terms as in effect on the date of this Agreement (as previously disclosed to Parent) and (B) settlements or compromises of any litigation (whether or not commenced prior to the date of this Agreement) where the amount paid (after giving effect to insurance proceeds actually received) does not exceed one hundred thousand dollars ($500,000)100,000) in the aggregate for all such settlements or compromises;
(xvi) (A) acquire (by merger, consolidation, or acquisition of stock or assets) any Person or division thereof or make any investment in another Person (other than an entity that is a wholly-owned subsidiary of PIC as of the date of this Agreement and other than incorporation of a wholly-owned subsidiary of PIC) or, except in the ordinary course of business and consistent with past practice, acquire assets, or (B) sell, transfer, lease, license, pledge, dispose of, or encumber or authorize or propose the sale, pledge, disposition or Lien of any assets of PIC or any of its Subsidiaries, except in the case of clause (B) above, for sales, transfers, leases, licenses, pledges, dispositions or Liens (I) pursuant to existing Contracts (the terms of which have been previously disclosed to Parent) or (II) in the ordinary course of business and consistent with past practice; provided, that the fair market value of all assets sold, transferred, leased, licensed, pledged, disposed of or encumbered pursuant to this clause (CII) policy limits of liability of greater than five hundred does not exceed fifty thousand dollars ($500,00050,000) per occurrence; in the aggregate;
(xvii) take any action, or fail to take any action, that would reasonably be expected to adversely affect or delay in any material respect the ability of any of the parties hereto to obtain any approval of any Governmental Authority required to consummate the transactions contemplated hereby;
(Dxviii) take, or agree to commit to take, or omit to take, any action that would make any representation or warranty of PIC contained herein inaccurate in any respect at, or as of any time prior to, the Closing;
(xix) sell, transfer, pledge, dispose of, permit to exist any Lien on, any of the PNG Shares or any interest therein or relating thereto;
(xx) take any action, or fail to take any action, that could impose a per policy retention of more than five hundred thousand dollars ($500,000) per occurrencematerial delay in consummating the transactions contemplated hereby; or
(xxi) enter into a Contract to do any of the foregoing, or authorize, recommend, propose or announce an intention to do any of the foregoing.
Appears in 1 contract
Sources: Stock Purchase Agreement (United National Group LTD)
Without limiting the provisions of Section. 6.1(a6.1(b), from the date hereof through the Effective Date, except as set forth in Section 6.1(b) of the Company Disclosure Letter, the Company covenants and agrees that, except as otherwise expressly provided in permitted by this Agreement or as required otherwise consented to comply with applicable Law, from and after the date of this Agreement and prior to the Effective Time, the Company will not, and will not permit any of its Subsidiaries to (without the prior written consent of by Parent, which consent Company shall not be unreasonably withheld or delayed if the action requested would not materially and adversely impact the expected pro forma financial data (including expected cost-savings) of Parent following consummation of the Merger as agreed by Parent and the CompanyShareholders shall cause Company not to):
(i) amend its charter or propose to amend its articles of incorporation or bylaws by-laws (or similar organizational documents);
(ii) authorize for issuance, issue, sell, transferdeliver, pledge, dispose of or encumber grant any additional shares of, or securities convertible into or exchangeable options for, or optionsotherwise agree or commit to issue, warrants, calls, commitments sell or rights of any kind to acquire, deliver any shares of its capital stock of or any class of the Company or its Subsidiaries, other than issuances pursuant to the exercise of Company Options outstanding on the date hereofsecurities;
(iii) (A) directly or indirectlyrecapitalize, split, combine or reclassify the outstanding any shares of capital stock of the Company, or any outstanding capital stock of any of the Subsidiaries of the Company; or (B) redeem, purchase or otherwise acquire directly or indirectly any of its capital stock;
(iv) ; declare, set aside aside, pay or pay make any dividend or other distribution payable or payment (whether in cash, stock or property or any combination thereof) in respect of, or purchase, redeem or otherwise acquire any of its securities, or modify any of the terms of any such securities except as set forth on Schedule 6.1(c)(iii);
(iv) (A) create, incur, assume, maintain or permit to exist any long-term debt or any short-term debt for borrowed money other than under existing notes payable, lines of credit or other credit facilities or in the ordinary course of business consistent with respect to its past practice; (B) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person; or (C) make any loans, advances or capital stockcontributions to, or investments in, any other Person;
(v) adopt a plan make any capital expenditure or capital expenditure commitment, except for those (i) contemplated by the capital expenditure budgets for Company, or (ii) incurred in the ordinary course of complete or partial liquidation or dissolutionbusiness of Company;
(vi) grant (Aor commit to grant) any increase in the compensation (including incentive or benefits payable to any director, officer, other employee or consultant bonus compensation) of the Company or any of its Subsidiaries; (B) grant any severance employees or termination pay to institute, adopt or amend (or amend any such existing arrangement withcommit to institute, adopt or amend) any directorcompensation or benefit plan, officerpolicy, other employee program or consultant of the Company arrangement or collective bargaining agreement applicable to any of its Subsidiaries; (C) enter into any employment, deferred compensation or other similar agreement (or amend any such existing agreement) with any director, officer, other employee or contractor of the Company or any of its Subsidiaries; (D) increase any benefits payable under any existing severance or termination pay policies or agreements or employment agreements; or (E) permit any director, officer, other employee or contractor of the Company or any of its Subsidiaries who is not already a party to an agreement or a participant in a plan providing benefits upon or following a "change in control" to become a party to any such agreement or a participant in any such plan, other than pursuant to a pre-existing contractual commitment or as required by applicable Law;
(vii) (A) adopt any new benefit plan, terminate any Company Employee Plan or modify any Company Employee Plan in a way that could result in additional cost to Parent, the Company or any of their respective Subsidiaries, except for any amendments to a Company Employee Plan required to maintain its qualified plan status under Section 401(a) of the Code; (B) modify any actuarial cost method, assumption or practice used in determining benefit obligations, annual expense and funding for any Company Employee Plan, except to the extent required by GAAP; (C) subject to any ERISA fiduciary obligation, modify the investment philosophy of the Company Employee Plan trusts or maintain an asset allocation that is not consistent with such philosophy; (D) subject to any ERISA fiduciary obligation, enter into any outsourcing agreement, or any other material contract relating to the Company Employee Plans or management of any benefit plan trusts; (E) grant any ad hoc pension increase; or (F) establish any new or fund any existing "rabbi" or similar trust (except in accordance with the current terms of any Company Employee Plan), or enter into any other arrangement for the purpose of securing non-qualified retirement benefits, termination benefits or deferred compensation;
(viii) modify, amend or terminate any of the Company Contracts or waive, release or assign any material rights or claimsemployees, except in the ordinary course of business and or except as set forth on Schedule 6.1(c)(vi);
(vii) amend, terminate or enter into any employment, consulting, severance, change in control or similar agreement or arrangement (including any commitment to pay retirement or other benefits) with any of its officers, directors or employees, or any collective bargaining agreement or commitment;
(A) enter into or terminate any lease of real estate; (B) create any Lien on any assets or properties of Company; (C) make any modifications of or changes in or terminate any existing Commitment other than as may be required to consummate the transactions contemplated hereby as required by law; or (D) enter into any material Commitment, except for Commitments for the purchase, sale or lease of goods or services in the ordinary course of business consistent with past practice (except as expressly permitted by other provisions of this Section 6.1(c));
(ix) make, give or grant any bid or proposal, (A) involving an amount in excess of $50,000 (or amend, supplement or terminate any existing bid or proposal); (B) involving a loss to Company; or (C) not in the ordinary course of business consistent with past practice;
(ixx) authorize, recommend, propose or announce an intention to authorize, recommend or propose, or enter into any new (i) agency agreement that provides or permits: Commitment with respect to, any (A) a premium volume limitation greater than five hundred thousand dollars ($500,000)plan of liquidation or dissolution; (B) a projected annual reinsurance ceded written premium greater than five hundred thousand dollars ($500,000)merger or consolidation; (C) policy limits change in its capitalization; (D) sale, assignment, license, disposition or transfer of liability any asset having a fair market value of greater than five hundred thousand dollars (at least $500,000) per occurrence5,000 individually or $10,000 in the aggregate; or (DE) incurrence of any liabilities or obligations (including liabilities with respect to indebtedness, capital leases or guarantees thereof) other than in the ordinary course of business consistent with past practice and other than pursuant to Section 6.1(e);
(xi) change any accounting methods, principles or practices followed by Company, or any of the assumptions underlying, or methods of calculating, any bad debt, contingency or other reserve, except as otherwise required by GAAP;
(xii) change or revoke any election with respect to Taxes, change any Tax procedure or practice, or enter into any settlement or compromise of any dispute involving a per policy retention Tax liability;
(xiii) compromise, settle or otherwise modify any material claim, lawsuit or judicial proceeding, or repay or prepay any liability, obligation or indebtedness prior to its stated maturity other than (x) an insurance claim arising in the ordinary course of more than five hundred thousand dollars business, and ($500,000y) per occurrenceordinary course repayment of indebtedness or payment of contractual obligations when due;
(xiv) give or agree to give any discount of Company's products or services, unless such discount is for a customer who has enjoyed such discount in the past, such discount is consistent with discounts given to such customer in the past and such prior discounts and the identity of such customers have been disclosed in writing to Parent prior to the date hereof if such discount is material;
(xv) take any action or omit to take any action that would cause any of the representations or warranties contained herein not to be true and correct in any material respect at any time between the date hereof and the Effective Date; or
(xvi) commit or agree to do any of the foregoing.
Appears in 1 contract
Sources: Merger Agreement (Fidelity National Information Solutions Inc)
Without limiting the provisions of Section. 6.1(a)6.1.2, from the date hereof through the Closing Date, except as set forth in Section 6.1(b) of the Company Disclosure Letter, the Company covenants and agrees that, except as otherwise expressly provided in permitted by this Agreement or as required otherwise consented to comply by Buyer in writing, Seller shall not:
(a) Except in accordance with applicable Law, from the terms and after the date of this Agreement and prior to the Effective Time, the Company will not, and will not permit any of its Subsidiaries to (without the prior written consent of Parent, which consent shall not be unreasonably withheld or delayed if the action requested would not materially and adversely impact the expected pro forma financial data (including expected cost-savings) of Parent following consummation conditions of the Merger as agreed by Parent and the Company):
(i) amend or propose to FNF Secured Loans, amend its articles Articles of incorporation Incorporation or bylaws Bylaws (or similar organizational documents);
(iib) issue, sell, transferdeliver, pledgegrant, dispose of or encumber accelerate, repurchase, redeem any additional shares of, or securities convertible into or exchangeable options for, or optionsotherwise agree or commit to issue, warrantssell or deliver any equity interests in Seller, callsincluding, commitments without limitation, stock or rights of any kind to acquire, any shares of capital stock of any class of the Company or its Subsidiaries, other than issuances pursuant to the exercise of Company Options outstanding on the date hereofsecurities;
(iiic) (A) directly or indirectlyrecapitalize, split, combine or reclassify the outstanding shares any equity interests in Seller, including, without limitation, stock or other securities; declare, set aside, pay or make any dividend or other distribution or payment (whether in cash, units or property or any combination thereof) in respect of, or purchase, redeem or otherwise acquire any of capital stock its securities, or modify any of the Companyterms of any such securities;
(A) other than debt in existence as of the date of this Agreement (including, without limitation, the FNF Secured Loans and the Homemark Secured Loans) or the refinancing of any such existing debt on more favorable terms to Seller, create, incur, assume, maintain or permit to exist any long-term debt or any short-term debt for borrowed money, provided, however, that Buyer's consent to the creation or incurrence of any new debt between the date of this Agreement through the Closing Date shall not be unreasonably withheld; (B) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person; or (C) make any loans, advances or capital contributions to, or investments in, any other Person;
(e) make any capital expenditure or capital expenditure commitment in excess of $50,000 whether individually or in the aggregate;
(f) grant (or commit to grant) any increase in the compensation (including incentive or bonus compensation) of any of its employees or institute, adopt or amend (or commit to institute, adopt or amend) any compensation or benefit plan, policy, program or arrangement or collective bargaining agreement applicable to any of its employees;
(g) amend, terminate or enter into any employment, consulting, severance, change in control or similar agreement or arrangement (including any commitment to pay retirement or other benefits) to or with any of its officers, directors or employees, or any outstanding capital stock collective bargaining agreement or commitment;
(A) enter into or terminate any lease of real estate; (B) create any Lien on any assets or properties of Seller (including the Subsidiaries Assets); (C) make any modifications of or changes in or terminate any existing Contract other than as may be required to consummate the Companytransactions contemplated hereby; or (D) enter into any material Contract;
(i) make, give or grant any bid or proposal, (A) involving an amount in excess of $10,000 (or amend, supplement or terminate any existing bid or proposal); or (B) redeem, purchase or otherwise acquire directly or indirectly any of its capital stockinvolving a loss to Seller;
(ivj) declareauthorize, set aside recommend, propose or pay announce an intention to authorize, recommend or propose, or enter into any dividend or other distribution payable in cash, stock or property Contract with respect to its capital stock;
to, any (vA) adopt a plan of complete or partial liquidation or dissolution;
(vi) (A) increase the compensation or benefits payable to any director, officer, other employee or consultant of the Company or any of its Subsidiaries; (B) grant any severance merger or termination pay to (or amend any such existing arrangement with) any directorconsolidation, officer, other employee or consultant of the Company or any of its Subsidiaries; (C) enter into any employment, deferred compensation or other similar agreement (or amend any such existing agreement) with any director, officer, other employee or contractor of the Company or any of change in its Subsidiariescapitalization; (D) increase sale, assignment, license, disposition of or transfer any benefits payable under any existing severance Asset, other than sales of Seller's products and services to Buyer or termination pay policies or agreements or employment agreementsits Subsidiaries; or (E) permit incurrence of any directorliabilities or obligations (including liabilities with respect to indebtedness, officercapital leases or guarantees thereof);
(k) change any accounting methods, other employee principles or contractor of the Company practices followed by Seller, or any of its Subsidiaries who is not already a party to an agreement the assumptions underlying, or a participant in a plan providing benefits upon methods of calculating, any bad debt, contingency or following a "change in control" to become a party to any such agreement or a participant in any such plan, other than pursuant to a pre-existing contractual commitment or as required by applicable Lawreserve;
(viil) (A) adopt change or revoke any new benefit planelection with respect to Taxes, terminate change any Company Employee Plan Tax procedure or modify any Company Employee Plan in a way that could result in additional cost to Parent, the Company or any of their respective Subsidiaries, except for any amendments to a Company Employee Plan required to maintain its qualified plan status under Section 401(a) of the Code; (B) modify any actuarial cost method, assumption or practice used in determining benefit obligations, annual expense and funding for any Company Employee Plan, except to the extent required by GAAP; (C) subject to any ERISA fiduciary obligation, modify the investment philosophy of the Company Employee Plan trusts or maintain an asset allocation that is not consistent with such philosophy; (D) subject to any ERISA fiduciary obligation, enter into any outsourcing agreement, or any other material contract relating to the Company Employee Plans or management of any benefit plan trusts; (E) grant any ad hoc pension increase; or (F) establish any new or fund any existing "rabbi" or similar trust (except in accordance with the current terms of any Company Employee Plan)practice, or enter into any other arrangement for the purpose settlement or compromise of securing non-qualified retirement benefits, termination benefits or deferred compensationany dispute involving a Tax liability;
(viiim) modifycommence, amend compromise, settle or terminate otherwise modify any material claim, lawsuit or judicial proceeding, or repay or prepay any liability, obligation or indebtedness prior to its stated maturity;
(n) give or agree to give any discount of Seller's products and services, unless such discount is for Buyer or its Subsidiaries;
(o) take any action or omit to take any action that would cause any of the Company Contracts representations or waive, release or assign warranties contained herein not to be true and correct at any material rights or claims, except in time between the ordinary course of business date hereof and consistent with past practice;the Closing Date; or
(ixp) enter into commit or agree to do any new (i) agency agreement that provides or permits: (A) a premium volume limitation greater than five hundred thousand dollars ($500,000); (B) a projected annual reinsurance ceded written premium greater than five hundred thousand dollars ($500,000); (C) policy limits of liability of greater than five hundred thousand dollars ($500,000) per occurrence; or (D) a per policy retention of more than five hundred thousand dollars ($500,000) per occurrence; orthe foregoing.
Appears in 1 contract