Negative Covenants Clause Example with Variations from Business Contracts

Negative Covenants. The Borrower covenants Borrowers, jointly and agrees severally, agree that from the date of execution of this Agreement Note until all Obligations have been paid this Note is repaid in full and any commitments of the Bank to the Borrower have been terminated, except as set forth in the Addendum, the full, each Borrower will not, without the Bank's Lender's prior written consent: 5.1 Indebtedness. (a) Create, incur, assume or suffer to exist any indebtedness Indebtedness for borrowed money other... than: (i)the Loan and any subsequent indebtedness to the Bank; and (ii)open (i) this Note; (ii) open account trade debt incurred in the ordinary course of business business; (iii) Indebtedness existing on the date of this Note, including without limitation, any Indebtedness to vendors for which one or more of the Borrowers has an outstanding payable as of the date of this Note and which are related to services rendered to the solicitation of, legal representation related to and all other services related to the solicitation of shareholders' votes at the most recent shareholder meeting of Healthwarehouse.com, Inc.; (iv) Purchase Money Indebtedness with respect to fixed assets or inventory in an amount not past due. 5 5.2 Liens in excess of $500,000.00 in the aggregate outstanding; (v) Indebtedness incurred under any Rate Agreement entered into in connection with any otherwise permissible Indebtedness hereunder; and Encumbrances. Except as provided in Section 3.6, create, (vi) Subordinated Debt and equipment lease . (b) Create, assume, incur or permit to exist any mortgage, pledge, encumbrance, security interest, lien Lien or charge of any kind upon any of its property, now owned or hereafter acquired, or acquire or agree to acquire any kind of property subject to any conditional sales or other title retention agreement. 5.3 Guarantees. agreement, except for Permitted Liens (c) Guarantee, endorse or become contingently liable for the obligations of any person, firm, corporation or other entity, except in connection with the endorsement and deposit of checks for collection in the ordinary course of business. 5.4 Loans or Advances. business for collection. (d) Purchase or hold beneficially any stock, other securities or evidence evidences of indebtedness Indebtedness of, or make or have outstanding, any loans or advances to, or otherwise extend credit to, or make any investment or acquire any interest whatsoever in, any other person, firm, corporation or other entity, except investments disclosed on the Borrower's Financial Statements entity; provided, however, that have been provided Borrower may do so with regards to the Bank on or before the date hereof, or that are otherwise acceptable to the Bank in its sole discretion. 5.5 Merger or Transfer of Assets. any Borrower. (e) Liquidate or dissolve, or merge or consolidate with or into any person, firm, corporation or other entity, or sell, lease, transfer or otherwise dispose of all or a any substantial part of its property, assets, operations or business, whether now owned or hereafter acquired. 5.6 Change in Business, Management (f) Unless otherwise agreed by Lender and except for that certain amount on deposit with Branch Banking and Trust Company ("BB&T") that is subject to a hold by BB&T, Borrowers will deposit or Ownership. Make maintain no funds with any brokerage, financial institution or permit, nor other entity (a "Financial Institution") unless Lender shall any Guarantor have first: (i) approved such Financial Institution; and (ii) entered into such agreement or grantor under the Security Documents make or permit, any change in (i) its form of organization, including a division into two or more entities; (ii) the nature of its business agreements with such Financial Institution as carried on as of the date hereof; (iii) the composition of its current executive management; or (iv) its equity ownership. 5.7 Dividends. On and after the occurrence of an Event of Default or if an Event of Default would occur as a result thereof, declare or pay any dividends on or make any distribution with respect Lender deems necessary to any class of its equity or ownership interest, or purchase, redeem, retire or otherwise acquire any of its equity up to $3,000,000.00. 5.8 Acquisitions. Make acquisitions of all or substantially all of the property or assets maintain control of any person, firm, corporation accounts established by a Borrower or other entity. Borrowers therein for purposes of perfecting Lender's security interest in such accounts. View More

Negative Covenants. The Borrower covenants and agrees that from the date of execution of this Agreement Note until all Obligations have been paid this Note is repaid in full and any commitments of the Bank to the Borrower have been terminated, except as set forth in the Addendum, the Borrower will not, without the Bank's Lender's prior written consent: 5.1 Indebtedness. (a) Create, incur, assume or suffer to exist any indebtedness for borrowed money other than: (i)the Loan and any subsequent indebtedness to the... Bank; and (ii)open (i) this Note; (ii) open account trade debt incurred in the ordinary course of business and not past due. 5 5.2 Liens due; (iii) existing indebtedness secured by the Permitted Liens; and Encumbrances. Except as provided (iv) indebtedness in Section 3.6, create, respect of purchase money financings of equipment in an amount not in excess of $250,000.00 in the aggregate outstanding. (b) Create, assume, incur or permit to exist any mortgage, pledge, encumbrance, security interest, lien or charge of any kind upon any of its property, now owned or hereafter acquired, or acquire or agree to acquire any kind of property subject to any conditional sales or other title retention agreement. 5.3 Guarantees. agreement, except for Permitted Liens and liens securing purchase money indebtedness permitted pursuant to Section 7(a) above, with the liens limited to the equipment purchased. (c) Guarantee, endorse or become contingently liable for the obligations of any person, firm, corporation or other entity, except in connection with the endorsement and deposit of checks for collection in the ordinary course of business. 5.4 Loans or Advances. business for collection. (d) Purchase or hold beneficially any stock, other securities or evidence evidences of indebtedness of, or make or have outstanding, any loans or advances to, or otherwise extend credit to, or make any investment or acquire any interest whatsoever in, any other person, firm, corporation or other entity, except investments disclosed on the Borrower's Financial Statements entity; provided, however, that have been provided Borrower may do so with regards to the Bank on or before the date hereof, or that are otherwise acceptable to the Bank in its sole discretion. 5.5 Merger or Transfer of Assets. any Borrower. (e) Liquidate or dissolve, or merge or consolidate with or into any person, firm, corporation or other entity, or sell, lease, transfer or otherwise dispose of all or a any substantial part of its property, assets, operations or business, whether now owned or hereafter acquired. 5.6 Change in Business, Management or Ownership. (f) Make or permit, nor shall any Guarantor or grantor under the Security Documents make or permit, permit any change (i) in (i) its form of organization, including a division into two organization or more entities; (ii) in the nature of its business as carried on as of the date hereof; (iii) the composition of its current executive management; or (iv) its equity ownership. 5.7 Dividends. On and after the occurrence of an Event of Default or if an Event of Default would occur as a result thereof, declare hereof. (g) Declare or pay any dividends on or make any distribution with respect to any class of its equity or ownership interest, or purchase, redeem, retire or otherwise acquire any of its equity up to $3,000,000.00. 5.8 Acquisitions. equity. (h) Make acquisitions of all or substantially all of the property or assets of any person, firm, corporation or other entity. View More

Negative Covenants. The Borrower covenants and agrees that from the date of this Agreement until all Obligations have been paid in full and any commitments of the Bank to the Borrower have been terminated, except as set forth in the Addendum, the Borrower will not, without the Bank's prior written consent: 5.1 Indebtedness. 5.1.Indebtedness. Create, incur, assume or suffer to exist exist, or make any payments with respect to, any indebtedness for borrowed money other than: (i)the Loan Loans and any subsequent... indebtedness to the Bank; and (ii)open account trade debt incurred in the ordinary course of business and not past due. 5 5.2 Liens due; and (iii)other existing or future indebtedness in an aggregate principal amount not to exceed $100,000,000.00, and any refinancings thereof; provided that the amount of the refinancing indebtedness is not more than the outstanding principal amount of the refinanced indebtedness, and the terms of the refinancing indebtedness are no more favorable to the lender than the terms of the refinanced indebtedness; and (iv)indebtedness in respect of purchase money financings of personal property not to exceed, in the aggregate, $25,000,000.00. . 5.2.Liens and Encumbrances. Except as provided in Section 3.6, for Permitted Liens, create, assume, incur or permit to exist any mortgage, pledge, encumbrance, security interest, lien or charge of any kind upon any of its equity interests or its property, now owned or hereafter acquired, or acquire or agree to acquire any kind of property subject to any conditional sales or other title retention agreement. 5.3 Guarantees. 5.3.Guarantees. Guarantee, endorse or become contingently liable for the obligations of any person, firm, corporation or other entity, entity in excess of $10,000,000 in the aggregate at any time, except in connection with the endorsement and deposit of checks for collection in the ordinary course of business. 5.4 Loans 5.4.Loans or Advances. Purchase or hold beneficially any stock, other securities or evidence of indebtedness of, or make or have outstanding, any loans or advances to, or otherwise extend credit to, or make any investment or acquire any interest whatsoever in, any other person, firm, corporation or other entity, except investments entity (together, the "Investments") to the extent such Investments exceed $10,000,000 in the aggregate at any time; provided that, (a) Investments disclosed on the Borrower's Financial Statements Public Disclosure Documents that have been provided to the Bank on or before the date hereof, or (b) Investments that are otherwise acceptable to the Bank in its sole discretion. 5.5 Merger reasonable discretion, and (c) Investments consisting of debt or equity securities invested by the Borrower in the ordinary course of business in accordance with the Borrower's investment policy (including but not limited to money market funds, deposit accounts, investment grade bonds, government securities), shall not be subject to such limitation. 5.5.Merger or Transfer of Assets. Liquidate or dissolve, or merge or consolidate with or into any person, firm, corporation or other entity, or sell, lease, transfer or otherwise dispose of all or a substantial part of its property, assets, operations or business, whether now owned or hereafter acquired. 5.6 Change 5.6.Change in Business, Management or Ownership. Make or permit, nor shall any Guarantor or grantor under the Security Guaranty Documents make or permit, any change in (i) its form of organization, including a division into two or more entities; (ii) the nature of its business as carried on as of the date hereof; hereof and reasonable extensions thereof; or (iii) its formation documents or organizational structure, in each case without the composition of its current executive management; or (iv) its equity ownership. 5.7 Dividends. On and after the occurrence of an Event of Default or if an Event of Default would occur as a result thereof, declare or pay any dividends on or make any distribution with respect to any class of its equity or ownership interest, or purchase, redeem, retire or otherwise acquire any of its equity up to $3,000,000.00. 5.8 Acquisitions. Make acquisitions of all or substantially all prior reasonable approval of the property or assets of any person, firm, corporation or other entity. Bank. View More

Negative Covenants. The Borrower covenants and agrees that from the date of this Agreement until all Obligations have been paid in full and full, any commitments of the Bank Lender to the Borrower have been terminated, except as set forth and the option in the Addendum, Option Agreement has been exercised or has expired, the Borrower will not, without the Bank's Lender's prior written consent: 5.1 5.1. Indebtedness. Create, incur, assume or suffer to exist any indebtedness for borrowed money other than: (i)the than (a) the Loan and any subsequent indebtedness to the Bank; Lender and (ii)open (b) (i) purchase money indebtedness and capital lease obligations in an amount not to exceed $100,000 at any time outstanding; and (ii) open account trade debt incurred in the ordinary course of business and not past due. 5 5.2 -5- 5.2. Liens and Encumbrances. Except as provided in Section 3.6, create, Create, assume, incur or permit to exist any mortgage, pledge, encumbrance, security interest, lien or charge of any kind upon any of its property, now owned or hereafter acquired, or acquire or agree to acquire any kind of property subject to any conditional sales or other title retention agreement. 5.3 agreement, except liens securing purchase money indebtedness permitted pursuant to Section 5.1 above. 5.3. Guarantees. Guarantee, endorse or become contingently liable for the obligations of any person, firm, corporation or other entity, except in connection with the endorsement and deposit of checks for collection in the ordinary course of business. 5.4 business for collection. 5.4. Loans or Advances. Purchase or hold beneficially any stock, other securities or evidence evidences of indebtedness of, or make or have outstanding, any loans or advances to, or otherwise extend credit to, or make any investment or acquire any interest whatsoever in, any other person, firm, corporation or other entity, except investments disclosed on the Borrower's Historical Financial Statements that have been provided to the Bank on or before the date hereof, or that are otherwise acceptable to the Bank Lender in its sole discretion. 5.5 5.5. Merger or Transfer of Assets. Liquidate Except pursuant to the Option Agreement, liquidate or dissolve, or merge or consolidate with or into any person, firm, corporation or other entity, or sell, lease, transfer or otherwise dispose of all or a any substantial part of its property, assets, operations or business, whether now owned or hereafter acquired. 5.6 5.6. Change in Business, Management or Ownership. Make or permit, nor shall any Guarantor or grantor under the Security Documents Except as required by this Agreement, make or permit, permit any change in (i) its form of organization, including a division into two or more entities; (ii) the nature of its business as carried on as of the date hereof; (iii) hereof, in the composition of its current executive management; management, or (iv) in its equity ownership. 5.7 Dividends. On and after 5.7. Dividends or Distributions. After the occurrence date of an Event of Default or if an Event of Default would occur as a result thereof, this Agreement, declare or pay any dividends on or make any distribution with respect to any class of its equity or ownership interest, or purchase, redeem, retire or otherwise acquire any of its equity up equity, except for distributions made in accordance with Section 5.13(b) of the form of Merger Agreement attached to $3,000,000.00. 5.8 the Option Agreement as Exhibit A. 5.8. Acquisitions. Make acquisitions of all or substantially all of the property or assets of any person, firm, corporation or other entity. View More

Negative Covenants. The Borrower covenants and agrees that from the date of this Agreement until all Obligations have been paid in full full, and any commitments of the Bank Lender to the Borrower have been terminated, except as set forth in the Addendum, the Borrower will not, without the Bank's Lender's prior written consent: 5.1 5.1. Indebtedness. Create, incur, assume or suffer to exist any indebtedness for borrowed money other than: (i)the than the Loan and any subsequent indebtedness to the Bank; and... (ii)open account trade debt incurred in the ordinary course of business and not past due. 5 5.2 Lender. 5.2. Liens and Encumbrances. Except as provided in Section 3.6, create, Create, assume, incur or permit to exist any mortgage, pledge, encumbrance, security interest, lien or charge of any kind upon any of its property, now owned or hereafter acquired, or acquire or agree to acquire any kind of property subject to any conditional sales or other title retention agreement. 5.3 5.3. Guarantees. Guarantee, endorse or become contingently liable for the obligations of any person, firm, corporation or other entity, except in connection with the endorsement and deposit of checks for collection in the ordinary course of business. 5.4 business for collection. 5.4. Loans or Advances. Purchase or hold beneficially any stock, other securities or evidence evidences of indebtedness of, or make or have outstanding, any loans or advances to, or otherwise extend credit to, or make any investment or acquire any interest whatsoever in, any other person, firm, corporation or other entity, except investments disclosed on the Borrower's Financial Statements that have been provided to the Bank on or before the date hereof, or that are otherwise acceptable to the Bank in its sole discretion. 5.5 entity. 5.5. Merger or Transfer of Assets. Liquidate or dissolve, or merge or consolidate with or into any person, firm, corporation or other entity, or sell, lease, transfer or otherwise dispose of all or a any substantial part of its property, assets, operations or business, whether now owned or hereafter acquired. 5.6 5.6. Change in Business, Management or Ownership. Make or permit, nor shall any Guarantor or grantor under the Security Documents make or permit, permit any change in (i) its form of organization, including a division into two or more entities; (ii) the nature of its business as carried on as of the date hereof; (iii) hereof, in the composition of its current executive management; management, or (iv) in its equity ownership. 5.7 Dividends. On and after 5.7. Dividends or Distributions. After the occurrence date of an Event of Default or if an Event of Default would occur as a result thereof, this Agreement, declare or pay any dividends on or make any distribution with respect to any class of its equity or ownership interest, or purchase, redeem, retire or otherwise acquire any of its equity up to $3,000,000.00. 5.8 equity. -5- 5.8. Acquisitions. Make acquisitions of all or substantially all of the property or assets of any person, firm, corporation or other entity. View More

Negative Covenants. The Borrower covenants and agrees that from the date of this Agreement until all Obligations have been paid in full and any commitments of the Bank to the Borrower have been terminated, except as set forth in the Addendum, the Borrower will not, without the Bank's prior written consent: 5.1 5.1. Indebtedness. Create, incur, assume or suffer to exist any indebtedness for borrowed money other than: (i)the (i) the Loan and any subsequent indebtedness to the Bank; and (ii)open (ii) open account... trade debt incurred in the ordinary course of business and not past due. 5 5.2 due unless the Borrower is contesting such open account trade debt in good faith through appropriate proceedings diligently and consistently pursued. 5.2. Liens and Encumbrances. Except as provided in Section 3.6, create, assume, incur or permit to exist any mortgage, pledge, encumbrance, security interest, lien or charge of any kind upon any of its property, now owned or hereafter acquired, or acquire or agree to acquire any kind of property subject to any conditional sales or other title retention agreement. 5.3 5.3. Guarantees. Guarantee, endorse or become contingently liable for the obligations of any person, firm, corporation or other entity, except in connection with the endorsement and deposit of checks for collection in the ordinary course of business. 5.4 5.4. Loans or Advances. Purchase or hold beneficially any stock, other securities or evidence of indebtedness of, or make or have outstanding, any loans or advances to, or otherwise extend credit to, or make any investment or acquire any interest whatsoever in, any other person, firm, corporation or other entity, except investments disclosed on the Borrower's Financial Statements that have been provided to the Bank on or before the date hereof, or that are otherwise acceptable to the Bank in its sole discretion. 5.5 5.5. Merger or Transfer of Assets. Liquidate or dissolve, or merge or consolidate with or into any person, firm, corporation or other entity, or sell, lease, transfer or otherwise dispose of all or a substantial part of its property, assets, operations or business, whether now owned or hereafter acquired. 5.6 5.6. Change in Business, Management or Ownership. Make or permit, nor shall any Guarantor or grantor under the Security Documents make or permit, any change in (i) its form of organization, including a division into two or more entities; organization; (ii) the nature of its business as carried on as of the date hereof; or (iii) the composition persons currently holding the titles Chief Executive Officer, Chief Financial Officer or President unless any such change results from death, incapacity or resignation without prior notice to the Borrower, in which case the Borrower shall give the Bank written notice of its current executive management; such change not more than 30 days following such death, incapacity or (iv) its equity ownership. 5.7 resignation. 5.7. Dividends. On and after the occurrence of an Event of Default or if an Event of Default would occur as a result thereof, declare Declare or pay any dividends on or make any distribution with respect to any class of its equity or ownership interest, or purchase, redeem, retire or otherwise acquire any of its equity up equity, provided, however, that so long as the Borrower remains an S corporation, a partnership or a limited liability company, it may make distributions to $3,000,000.00. 5.8 its shareholders, partners or members, as the case may be, in an amount equal to the federal and state income tax of such principals of the Borrower attributable to the earnings of the Borrower. 5.8. Acquisitions. Make acquisitions of all or substantially all of the property or assets of any person, firm, corporation or other entity. View More