Limitations on Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including the capital stock of any Subsidiary) now owned or hereafter acquired by it, or sell or transfer or create any Lien on any income or revenues or rights in respect thereof; provided, however, that this covenant shall not apply to any of the following: (a) any Lien on any property or asset hereafter acquired, constructed or improved by the Company or any Subsidiary which is created or assumed to secure or provide for the payment of any part of the purchase price of such property or asset or the cost of such construction or improvement, or any mortgage, pledge or other lien on any Lien on any property or asset existing at the time of acquisition thereof; provided, however, that such Lien shall not extend to any other property owned by the Company or any Subsidiary; (b) any Lien existing upon any property or asset of a company which is merged with or into or is consolidated into, or substantially all the assets or shares of capital stock of which are acquired by, the Company or a Subsidiary, at the time of such merger, consolidation or acquisition; provided that such Lien does not extend to any other property or asset, other than improvements to the property or asset subject to such Lien; (c) any pledge or deposit to secure payment of workers’ compensation or insurance premiums, or in connection with tenders, bids, contracts (other than contracts for the payment of money) or leases; (d) any pledge of, or other Lien upon, any assets as security for the payment of any tax, assessment or other similar charge by any Governmental Authority or public body, or as security required by law or governmental regulation as a condition to the transaction of any business or the exercise of any privilege or right; (e) any Lien necessary to secure a stay of any legal or equitable process in a proceeding to enforce a liability or obligation contested in good faith by the Company or a Subsidiary or required in connection with the institution by the Company or a Subsidiary of any legal or equitable proceeding to enforce a right or to obtain a remedy claimed in good faith by the Company or a Subsidiary, or required in connection with any order or decree in any such proceeding or in connection with any contest of any tax or other governmental charge; or the making of any deposit with or the giving of any form of security to any governmental agency or any body created or approved by law or governmental regulation in order to entitle the Company or a Subsidiary to maintain self-insurance or to participate in any fund in connection with workers’ compensation, unemployment insurance, old age pensions or other social security or to share in any provisions or other benefits provided for companies participating in any such arrangement or for liability on insurance of credits or other risks; (f) any mechanics’, carriers’, workmen’s, repairmen’s, or other like Liens, if arising in the ordinary course of business, in respect of obligations which are not overdue or liability for which is being contested in good faith by appropriate proceedings; (g) any Lien on property in favor of the United States of America, or of any agency, department or other instrumentality thereof, to secure partial, progress or advance payments pursuant to the provisions of any contract; (h) any Lien securing indebtedness of a Subsidiary to the Company or a Subsidiary; provided that in the case of any sale or other disposition of such indebtedness by the Company or such Subsidiary, such sale or other disposition shall be deemed to constitute the creation of another Lien not permitted by this clause (h); (i) any Lien affecting property of the Company or any Subsidiary securing indebtedness of the United States of America or a State thereof (or any instrumentality or agency of either thereof) issued in connection with a pollution control or abatement program required in the opinion of the Company to meet environmental criteria with respect to operations of the Company or any Subsidiary and the proceeds of which indebtedness have financed the cost of acquisition of such program; (j) the renewal, extension, replacement or refunding of any mortgage, pledge, lien, deposit, charge or other encumbrance permitted by the foregoing provisions of this covenant upon the same property theretofore subject thereto, or the renewal, extension, replacement or refunding of the amount secured thereby; provided that in each case such amount outstanding at that time shall not be increased; (k) Liens created under the Secured Letter of Credit Agreement; or (l) any other Lien; provided that immediately after the creation or assumption of such Lien, the total of (x) the aggregate principal amount of Indebtedness of the Company and all Subsidiaries (not including Indebtedness permitted under clauses (a) through (j) above) secured by all Liens created or assumed under the provisions of this clause (l), plus (y) the aggregate amount of Capitalized Lease-Back Obligations of the Company and Subsidiaries under the entire unexpired terms of all leases entered into in connection with sale and lease-back transactions which would have been precluded by the provisions of Section 5.12 but for the satisfaction of the condition set forth in clause (b) thereof, shall not exceed an amount equal to 10% of the Consolidated Net Tangible Assets of the Company and its consolidated Subsidiaries.
Appears in 2 contracts
Sources: Five Year Competitive Advance and Revolving Credit Facility Agreement (Hartford Financial Services Group Inc/De), Five Year Competitive Advance and Revolving Credit Facility Agreement (Hartford Financial Services Group Inc/De)
Limitations on Liens. CreateIn the case of the Company, incurcreate, suffer to be created, or assume (directly or indirectly) any mortgage, pledge or other lien upon any Principal Property, or permit any Restricted Subsidiary to exist any Lien on any property or assets (including the capital stock of any Subsidiary) now owned or hereafter acquired by itcreate, suffer to be created, or sell assume (directly or transfer indirectly) any mortgage, pledge or create other lien upon any Lien on any income or revenues or rights in respect thereofPrincipal Property; provided, however, that this covenant shall not apply to any of the following:: 49 44
(a) any Lien mortgage, pledge or other lien on any property or asset Principal Property hereafter acquired, constructed or improved by the Company or any Restricted Subsidiary which is created or assumed to secure or provide for the payment of any part of the purchase price of such property or asset or the cost of such construction or improvement, or any mortgage, pledge or other lien on any Lien on any property or asset Principal Property existing at the time of acquisition thereof; , provided, however, that such Lien the mortgage, pledge or other lien shall not extend to any other property Principal Property theretofore owned by the Company or any Restricted Subsidiary;
(b) any Lien mortgage, pledge or other lien on any Principal Property existing on the date of this Agreement as described in Schedule 5.10;
(c) any mortgage, pledge or other lien existing upon any property or asset of a company which is merged with or into or is consolidated into, or substantially all the assets or shares of capital stock of which are acquired by, the Company or a Restricted Subsidiary, at the time of such merger, consolidation or acquisition; , provided that such Lien mortgage, pledge or other lien does not extend to any other property or assetPrincipal Property, other than improvements to the property or asset subject to such Lienmortgage, pledge or other lien;
(cd) any pledge or deposit to secure payment of workers’ ' compensation or insurance premiums, or in connection with tenders, bids, contracts (other than contracts for the payment of money) or leases;
(de) any pledge of, or other Lien lien upon, any assets as security for the payment of any tax, assessment or other similar charge by any Governmental Authority or public body, or as security required by law or governmental regulation as a condition to the transaction of any business or the exercise of any privilege or right;
(ef) any Lien pledge or lien necessary to secure a stay of any legal or equitable process in a proceeding to enforce a liability or obligation contested in good faith by the Company or a Restricted Subsidiary or required in connection with the institution by the Company or a Restricted Subsidiary of any legal or equitable proceeding to enforce a right or to obtain a remedy claimed in good faith by the Company or a Restricted Subsidiary, or required in connection with any order or decree in any such proceeding or in connection with any contest of any tax or other governmental charge; or the making of any deposit with or the giving of any form of security to any governmental agency or any body created or approved by law or governmental regulation in order to entitle the Company or a Restricted Subsidiary to maintain self-insurance or to participate in any fund in connection with workers’ ' compensation, unemployment insurance, old age pensions or other social security or to share in any provisions or other benefits provided for companies participating in any such arrangement or for liability on insurance of credits or other risks;
(fg) any mechanics’', carriers’', workmen’s's, repairmen’s's, or other like Liensliens, if arising in the ordinary course of business, in respect of obligations which are not overdue or liability for which is being contested in good faith by appropriate proceedings;
(gh) any Lien lien or encumbrance on property in favor of the United States of America, or of any agency, department or other instrumentality thereof, to secure partial, progress or advance payments pursuant to the provisions of any contract;
(hi) any Lien mortgage, pledge or other lien securing any indebtedness incurred in any manner to finance or recover the cost to the Company or any Restricted Subsidiary of any 50 45 physical property, real or personal, which prior to or simultaneously with the creation of such indebtedness shall have been leased by the Company or a Restricted Subsidiary to the United States of America or a department or agency thereof at an aggregate rental, payable during that portion of the initial term of such lease (without giving effect to any options of renewal or extension) which shall be unexpired at the date of the creation of such indebtedness, sufficient (taken together with any amounts required to be paid by the lessee to the lessor upon any termination of such lease) to pay in full at the stated maturity date or dates thereof the principal of and the interest on such indebtedness;
(j) any mortgage, pledge or other lien securing indebtedness of a Restricted Subsidiary to the Company or a Restricted Subsidiary; , provided that in the case of any sale or other disposition of such indebtedness by the Company or such Restricted Subsidiary, such sale or other disposition shall be deemed to constitute the creation of another Lien mortgage, pledge or other lien not permitted by this clause (hj);
(ik) any Lien mortgage, pledge or other lien affecting property of the Company or any Restricted Subsidiary securing indebtedness of the United States of America or a State thereof (or any instrumentality or agency of either thereof) issued in connection with a pollution control or abatement program required in the opinion of the Company to meet environmental criteria with respect to manufacturing or processing operations of the Company or any Restricted Subsidiary and the proceeds of which indebtedness have financed the cost of acquisition of such program;
(jl) the renewal, extension, replacement or refunding of any mortgage, pledge, lien, deposit, charge or other encumbrance permitted by the foregoing provisions of this covenant upon the same property theretofore subject thereto, or the renewal, extension, replacement or refunding of the amount secured thereby; , provided that in each case such amount outstanding at that time shall not be increased;
(k) Liens created under the Secured Letter of Credit Agreement; or
(lm) any other Lien; mortgage, pledge or other lien, provided that immediately after the creation or assumption of such Lienmortgage, pledge or other lien, the total of (x) the aggregate principal amount of Indebtedness indebtedness of the Company and all Restricted Subsidiaries (not including Indebtedness permitted under clauses (a) through (j) above) secured by all Liens mortgages, pledges and other liens created or assumed under the provisions of this clause (lm), plus (y) the aggregate amount of Capitalized Lease-Back Obligations of the Company and Restricted Subsidiaries under the entire unexpired terms of all leases entered into in connection with sale and lease-back transactions which would have been precluded by the provisions of Section 5.12 5.11 but for the satisfaction of the condition set forth in clause (b) thereof, shall not exceed an amount equal to 105% of the Consolidated Net Tangible Assets Assets. The lease of any property by the Company or a Restricted Subsidiary and its consolidated Subsidiariesrental obligations with respect thereto (whether or not arising out of a sale and lease-back of properties and whether or not in accordance with GAAP such property is carried as an asset and such rental obligations are carried as indebtedness on the Company's or a Restricted Subsidiary's balance sheet) shall not in any event be deemed to be the creation of a mortgage, pledge or other lien.
Appears in 2 contracts
Sources: Five Year Competitive Advance and Revolving Credit Facility Agreement (George Acquisition Inc), Credit Facility Agreement (Itt Industries Inc)
Limitations on Liens. CreateThe Issuer will not, incurand will not permit any Restricted Subsidiary to, assume or permit create, suffer to exist any Lien on any property or assets (including the capital stock of any Subsidiary) now owned or hereafter acquired by itbe created, or sell assume (directly or transfer indirectly) any mortgage, pledge or create other lien upon any Lien on Principal Property, unless effective provision is made by the Issuer to secure directly the Securities of all series by such mortgage, pledge or other lien, equally and ratably with any income or revenues or rights in respect thereofand all other indebtedness thereby secured, so long as any such indebtedness shall be so secured; provided, however, that this covenant Section shall not apply to any of the following:
(a) any Lien mortgage, pledge or other lien on any property or asset Principal Property hereafter acquired, constructed or improved by the Company Issuer or any Restricted Subsidiary which is created or assumed to secure or provide for the payment of any part of the purchase price of such property or asset or the cost of such construction or improvement, or any mortgage, pledge or other lien on any Lien on any property or asset Principal Property existing at the time of acquisition thereof; provided, however, that in the case of any such Lien acquisition the mortgage, pledge or other lien shall not extend to any other property Principal Property theretofore owned by the Company Issuer or any Restricted Subsidiary;
(b) any Lien mortgage, pledge or other lien existing upon any property or asset of a company which is merged with or into or is consolidated into, or substantially all the assets or shares of capital stock of which are acquired by, the Company Issuer or a Restricted Subsidiary, at the time of such merger, consolidation or acquisition; provided that such Lien mortgage, pledge or other lien does not extend to any other property or assetPrincipal Property, other than improvements to the property or asset subject to such Lienmortgage, pledge or other lien;
(c) any pledge or deposit to secure payment of workers’ workmen's compensation or insurance premiums, or in connection with tenders, bids, contracts (other than contracts for the payment of money) or leases;
(d) any pledge of, or other Lien lien upon, any assets as security for the payment of any tax, assessment or other similar charge by any Governmental Authority governmental authority or public body, or as security required by law or governmental regulation as a condition to the transaction of any business or the exercise of any privilege or right;
(e) any Lien pledge or lien necessary to secure a stay of any legal or equitable process in a proceeding to enforce a liability or obligation contested in good faith by the Company Issuer or a Restricted Subsidiary or required in connection with the institution by the Company Issuer or a Restricted Subsidiary of any legal or equitable proceeding to enforce a right or to obtain a remedy claimed in good faith by the Company Issuer or a Restricted Subsidiary, or required in connection with any order or decree in any such proceeding or in connection with any contest of any tax or other governmental charge; or the making of any deposit with or the giving of any form of security to any governmental agency or any body created or approved by law or governmental regulation in order to entitle the Company Issuer or a Restricted Subsidiary to maintain self-insurance or to participate in any fund in connection with workers’ workmen's compensation, unemployment insurance, old age pensions or other social security or to share in any provisions or other benefits provided for companies participating in any such arrangement or for liability on insurance of credits or other risks;
(f) any mechanics’', carriers’', workmen’s's, repairmen’s, 's or other like Liensliens, if arising in the ordinary course of business, in respect of obligations which are not overdue or liability for which is being contested in good faith by appropriate proceedings;
(g) any Lien lien or encumbrance on property in favor of the United States of America, or of any agency, department or other instrumentality thereof, to secure partial, progress or advance payments pursuant to the provisions of any contract;
(h) any Lien mortgage, pledge or other lien securing any indebtedness incurred in any manner to finance or recover the cost to the Issuer or any Restricted Subsidiary of any physical property, real or personal, which prior to or simultaneously with the creation of such indebtedness shall have been leased by the Issuer or a Restricted Subsidiary to the United States of America or a department or agency thereof at an aggregate rental, payable during that portion of the initial term of such lease (without giving effect to any options of renewal or extension) which shall be unexpired at the date of the creation of such indebtedness, sufficient (taken together with any amounts required to be paid by the lessee to the lessor upon any termination of such lease) to pay in full at the stated maturity date or dates thereof the principal of and the interest on such indebtedness;
(i) any mortgage, pledge or other lien securing indebtedness of a Restricted Subsidiary to the Company Issuer or a Restricted Subsidiary; , provided that in the case of any sale or other disposition of such indebtedness by the Company Issuer or such Restricted Subsidiary, such sale or other disposition shall be deemed to constitute the creation of another Lien not permitted by this clause (h)mortgage, pledge or other lien;
(ij) any Lien mortgage, pledge or other lien affecting property of the Company Issuer or any Restricted Subsidiary securing indebtedness of the United States of America or a State thereof (or any instrumentality or agency of either thereof) issued in connection with a pollution control or abatement program required in the opinion of the Company Issuer to meet environmental criteria with respect to operations any facility of the Company Issuer or any Restricted Subsidiary and the proceeds of which indebtedness have financed the cost of acquisition of such program;
(jk) the renewal, extension, replacement or refunding of any mortgage, pledge, lien, deposit, charge or other encumbrance permitted by the foregoing provisions of this covenant Section upon the same property theretofore subject thereto, or the renewal, extension, replacement or refunding of the amount secured thereby; , provided that in each case such amount outstanding at that time shall not be increased;
(kl) Liens created under any mortgage, pledge or liens affecting property of the Secured Letter Issuer or any Restricted Subsidiary existing on the date of Credit Agreementthis Indenture; or
(lm) any other Lien; mortgage, pledge or other lien, provided that immediately after the creation or assumption of such Lienmortgage, pledge or other lien, the total of (xi) the aggregate principal amount of Indebtedness indebtedness of the Company Issuer and all Restricted Subsidiaries (not including Indebtedness permitted under clauses (a) through (j) above) secured by all Liens mortgages, pledges and other liens created or assumed under the provisions of this clause (lm), plus (yii) the aggregate amount of Capitalized Lease-Back Obligations of the Company Issuer and Restricted Subsidiaries under the entire unexpired terms of all leases entered into in connection with sale and lease-back transactions which would have been precluded by the provisions of Section 5.12 4.5 but for the satisfaction of the condition set forth in clause (bii) thereof, shall not exceed an amount equal to 1015% of the Consolidated Net Tangible Assets Assets.
(a) the lease of any property by the Issuer or a Restricted Subsidiary, and rental obligations with respect thereto (whether or not arising out of sale and lease-back of properties and whether or not in accordance with generally accepted principles of accounting such property is carried as an asset and such rental obligations are carried as indebtedness on the Issuer's or a Restricted Subsidiary's balance sheet) nor (b) the sale or other transfer of (i) timber or other natural resources in place for a period of time until, or in an amount such that, the purchaser will realize therefrom a specified amount of money (however determined) or a specified amount of such resources, or (ii) any other interest in property of the Company and its consolidated Subsidiariescharacter commonly referred to as a "production payment", shall in any event be deemed to be the creation of a mortgage, pledge or other lien.
Appears in 2 contracts
Sources: Indenture (Itt Corp /Nv/), Indenture (Itt Corp /Nv/)
Limitations on Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including the capital stock of any Subsidiary) now owned or hereafter acquired by it, or sell or transfer or create any Lien on any income or revenues or rights in respect thereof; provided, however, that this covenant shall not apply to any of the following:
(a) any Lien on any property or asset hereafter acquired, constructed or improved by the Company or any Subsidiary which is created or assumed to secure or provide for the payment of any part of the purchase price of such property or asset or the cost of such construction or improvement, or any mortgage, pledge or other lien on any Lien on any property or asset existing at the time of acquisition thereof; , provided, however, that such Lien shall not extend to any other property owned by the Company or any Subsidiary;
(b) any Lien existing upon any property or asset of a company which is merged with or into or is consolidated into, or substantially all the assets or shares of capital stock of which are acquired by, the Company or a Subsidiary, at the time of such merger, consolidation or acquisition; , provided that such Lien does not extend to any other property or asset, other than improvements to the property or asset subject to such Lien;
(c) any pledge or deposit to secure payment of workers’ ' compensation or insurance premiums, or in connection with tenders, bids, contracts (other than contracts for the payment of money) or leases;
(d) any pledge of, or other Lien upon, any assets as security for the payment of any tax, assessment or other similar charge by any Governmental Authority or public body, or as security required by law or governmental regulation as a condition to the transaction of any business or the exercise of any privilege or right;
(e) any Lien necessary to secure a stay of any legal or equitable process in a proceeding to enforce a liability or obligation contested in good faith by the Company or a Subsidiary or required in connection with the institution by the Company or a Subsidiary of any legal or equitable proceeding to enforce a right or to obtain a remedy claimed in good faith by the Company or a Subsidiary, or required in connection with any order or decree in any such proceeding or in connection with any contest of any tax or other governmental charge; or the making of any deposit with or the giving of any form of security to any governmental agency or any body created or approved by law or governmental regulation in order to entitle the Company or a Subsidiary to maintain self-insurance or to participate in any fund in connection with workers’ ' compensation, unemployment insurance, old age pensions or other social security or to share in any provisions or other benefits provided for companies participating in any such arrangement or for liability on insurance of credits or other risks;
(f) any mechanics’', carriers’', workmen’s's, repairmen’s's, or other like Liens, if arising in the ordinary course of business, in respect of obligations which are not overdue or liability for which is being contested in good faith by appropriate proceedings;
(g) any Lien on property in favor of the United States of America, or of any agency, department or other instrumentality thereof, to secure partial, progress or advance payments pursuant to the provisions of any contract;
(h) any Lien securing indebtedness of a Subsidiary to the Company or a Subsidiary; , provided that in the case of any sale or other disposition of such indebtedness by the Company or such Subsidiary, such sale or other disposition shall be deemed to constitute the creation of another Lien not permitted by this clause (h);
(i) any Lien affecting property of the Company or any Subsidiary securing indebtedness of the United States of America or a State thereof (or any instrumentality or agency of either thereof) issued in connection with a pollution control or abatement program required in the opinion of the Company to meet environmental criteria with respect to operations of the Company or any Subsidiary and the proceeds of which indebtedness have financed the cost of acquisition of such program;
(j) the renewal, extension, replacement or refunding of any mortgage, pledge, lien, deposit, charge or other encumbrance permitted by the foregoing provisions of this covenant upon the same property theretofore subject thereto, or the renewal, extension, replacement or refunding of the amount secured thereby; , provided that in each case such amount outstanding at that time shall not be increased;; or
(k) Liens created under the Secured Letter of Credit Agreement; or
(l) any other Lien; , provided that immediately after the creation or assumption of such Lien, the total of (x) the aggregate principal amount of Indebtedness of the Company and all Subsidiaries (not including Indebtedness permitted under clauses (a) through (j) above) secured by all Liens created or assumed under the provisions of this clause (lk), plus (y) the aggregate amount of Capitalized Lease-Back Obligations of the Company and Subsidiaries under the entire unexpired terms of all leases entered into in connection with sale and lease-back transactions which would have been precluded by the provisions of Section 5.12 but for the satisfaction of the condition set forth in clause (b) thereof, shall not exceed an amount equal to 10% of the Consolidated Net Tangible Assets of the Company and its consolidated Subsidiaries.plus
Appears in 1 contract
Limitations on Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including the capital stock of any Subsidiary) now owned or hereafter acquired by it, or sell or transfer or create any Lien on any income or revenues or rights in respect thereof; provided, however, that this covenant shall not apply to any of the following:
(a) any Lien on any property or asset hereafter acquired, constructed or improved by the Company or any Subsidiary which is created or assumed to secure or provide for the payment of any part of the purchase price of such property or asset or the cost of such construction or improvement, or any mortgage, pledge or other lien on any Lien on any property or asset existing at the time of acquisition thereof; provided, however, that such Lien shall not extend to any other property owned by the Company or any Subsidiary;
(b) any Lien existing upon any property or asset of a company which is merged with or into or is consolidated into, or substantially all the assets or shares of capital stock of which are acquired by, the Company or a Subsidiary, at the time of such merger, consolidation or acquisition; provided that such Lien does not extend to any other property or asset, other than improvements to the property or asset subject to such Lien;
(c) any pledge or deposit to secure payment of workers’ compensation or insurance premiums, or in connection with tenders, bids, contracts (other than contracts for the payment of money) or leases;
(d) any pledge of, or other Lien upon, any assets as security for the payment of any tax, assessment or other similar charge by any Governmental Authority or public body, or as security required by law or governmental regulation as a condition to the transaction of any business or the exercise of any privilege or right;
(e) any Lien necessary to secure a stay of any legal or equitable process in a proceeding to enforce a liability or obligation contested in good faith by the Company or a Subsidiary or required in connection with the institution by the Company or a Subsidiary of any legal or equitable proceeding to enforce a right or to obtain a remedy claimed in good faith by the Company or a Subsidiary, or required in connection with any order or decree in any such proceeding or in connection with any contest of any tax or other governmental charge; or the making of any deposit with or the giving of any form of security to any governmental agency or any body created or approved by law or governmental regulation in order to entitle the Company or a Subsidiary to maintain self-insurance or to participate in any fund in connection with workers’ compensation, unemployment insurance, old age pensions or other social security or to share in any provisions or other benefits provided for companies participating in any such arrangement or for liability on insurance of credits or other risks;
(f) any mechanics’, carriers’, workmen’s, repairmen’s, or other like Liens, if arising in the ordinary course of business, in respect of obligations which are not overdue or liability for which is being contested in good faith by appropriate proceedings;
(g) any Lien on property in favor of the United States of America, or of any agency, department or other instrumentality thereof, to secure partial, progress or advance payments pursuant to the provisions of any contract;
(h) any Lien securing indebtedness of a Subsidiary to the Company or a Subsidiary; provided that in the case of any sale or other disposition of such indebtedness by the Company or such Subsidiary, such sale or other disposition shall be deemed to constitute the creation of another Lien not permitted by this clause (h);
(i) any Lien affecting property of the Company or any Subsidiary securing indebtedness of the United States of America or a State thereof (or any instrumentality or agency of either thereof) issued in connection with a pollution control or abatement program required in the opinion of the Company to meet environmental criteria with respect to operations of the Company or any Subsidiary and the proceeds of which indebtedness have financed the cost of acquisition of such program;
(j) the renewal, extension, replacement or refunding of any mortgage, pledge, lien, deposit, charge or other encumbrance permitted by the foregoing provisions of this covenant upon the same property theretofore subject thereto, or the renewal, extension, replacement or refunding of the amount secured thereby; provided that in each case such amount outstanding at that time shall not be increased;
(k) Liens created under the Secured Letter of Credit Agreement; or
(l) any other Lien; provided that immediately after the creation or assumption of such Lien, the total of (x) the aggregate principal amount of Indebtedness of the Company and all Subsidiaries (not including Indebtedness permitted under clauses (a) through (j) above) secured by all Liens created or assumed under the provisions of this clause (l), plus (y) the aggregate amount of Capitalized Lease-Back Obligations of the Company and Subsidiaries under the entire unexpired terms of all leases entered into in connection with sale and lease-back transactions which would have been precluded by the provisions of Section 5.12 5.13 but for the satisfaction of the condition set forth in clause (b) thereof, shall not exceed an amount equal to 10% of the Consolidated Net Tangible Assets of the Company and its consolidated Subsidiaries.
Appears in 1 contract
Sources: Five Year Competitive Advance and Revolving Credit Facility Agreement (Hartford Life Inc)
Limitations on Liens. CreateIn the case of the Company, incurcreate, suffer to be created, or assume (directly or indirectly) any mortgage, pledge or other lien upon any Principal Property, or permit any Restricted Subsidiary to exist any Lien on any property or assets (including the capital stock of any Subsidiary) now owned or hereafter acquired by itcreate, suffer to be created, or sell assume (directly or transfer indirectly) any mortgage, pledge or create other lien upon any Lien on any income or revenues or rights in respect thereofPrincipal Property; provided, however, that this covenant shall not apply to any of the following:
(a) any Lien mortgage, pledge or other lien on any property or asset Principal Property hereafter acquired, constructed or improved by the Company or any Restricted Subsidiary which is created or assumed to secure or provide for the payment of any part of the purchase price of such property or asset or the cost of such construction or improvement, or any mortgage, pledge or other lien on any Lien on any property or asset Principal Property existing at the time of acquisition thereof; provided, however, that such Lien the mortgage, pledge or other lien shall not extend to any other property Principal Property theretofore owned by the Company or any Restricted Subsidiary;
(b) any Lien mortgage, pledge or other lien on any Principal Property existing on the date of this Agreement as described in Schedule 5.10;
(c) any mortgage, pledge or other lien existing upon any property or asset of a company which is merged with or into or is consolidated into, or substantially all the assets or shares of capital stock of which are acquired by, the Company or a Restricted Subsidiary, at the time of such merger, consolidation or acquisition; provided that such Lien mortgage, pledge or other lien does not extend to any other property or assetPrincipal Property, other than improvements to the property or asset subject to such Lienmortgage, pledge or other lien;
(cd) any pledge or deposit to secure payment of workers’ ' compensation or insurance premiums, or in connection with tenders, bids, contracts (other than contracts for the payment of money) or leases;
(de) any pledge of, or other Lien lien upon, any assets as security for the payment of any tax, assessment or other similar charge by any Governmental Authority or public body, or as security required by law or governmental regulation as a condition to the transaction of any business or the exercise of any privilege or right;
(ef) any Lien pledge or lien necessary to secure a stay of any legal or equitable process in a proceeding to enforce a liability or obligation contested in good faith by the Company or a Restricted Subsidiary or required in connection with the institution by the Company or a Restricted Subsidiary of any legal or equitable proceeding to enforce a right or to obtain a remedy claimed in good faith by the Company or a Restricted Subsidiary, or required in connection with any order or decree in any such proceeding or in connection with any contest of any tax or other governmental charge; or the making of any deposit with or the giving of any form of security to any governmental agency or any body created or approved by law or governmental regulation in order to entitle the Company or a Restricted Subsidiary to maintain self-insurance or to participate in any fund in connection with workers’ ' compensation, unemployment insurance, old age pensions or other social security or to share in any provisions or other benefits provided for companies participating in any such arrangement or for liability on insurance of credits or other risks;
(fg) any mechanics’', carriers’', workmen’s's, repairmen’s's, or other like Liensliens, if arising in the ordinary course of business, in respect of obligations which are not overdue or liability for which is being contested in good faith by appropriate proceedings;; 47 43
(gh) any Lien lien or encumbrance on property in favor of the United States of America, or of any agency, department or other instrumentality thereof, to secure partial, progress or advance payments pursuant to the provisions of any contract;
(hi) any Lien mortgage, pledge or other lien securing any indebtedness incurred in any manner to finance or recover the cost to the Company or any Restricted Subsidiary of any physical property, real or personal, which prior to or simultaneously with the creation of such indebtedness shall have been leased by the Company or a Restricted Subsidiary to the United States of America or a department or agency thereof at an aggregate rental, payable during that portion of the initial term of such lease (without giving effect to any options of renewal or extension) which shall be unexpired at the date of the creation of such indebtedness, sufficient (taken together with any amounts required to be paid by the lessee to the lessor upon any termination of such lease) to pay in full at the stated maturity date or dates thereof the principal of and the interest on such indebtedness;
(j) any mortgage, pledge or other lien securing indebtedness of a Restricted Subsidiary to the Company or a Restricted Subsidiary; , provided that in the case of any sale or other disposition of such indebtedness by the Company or such Restricted Subsidiary, such sale or other disposition shall be deemed to constitute the creation of another Lien mortgage, pledge or other lien not permitted by this clause (hj);
(ik) any Lien mortgage, pledge or other lien affecting property of the Company or any Restricted Subsidiary securing indebtedness of the United States of America or a State thereof (or any instrumentality or agency of either thereof) issued in connection with a pollution control or abatement program required in the opinion of the Company to meet environmental criteria with respect to manufacturing or processing operations of the Company or any Restricted Subsidiary and the proceeds of which indebtedness have financed the cost of acquisition of such program;
(jl) the renewal, extension, replacement or refunding of any mortgage, pledge, lien, deposit, charge or other encumbrance permitted by the foregoing provisions of this covenant upon the same property theretofore subject thereto, or the renewal, extension, replacement or refunding of the amount secured thereby; , provided that in each case such amount outstanding at that time shall not be increased;
(k) Liens created under the Secured Letter of Credit Agreement; or
(lm) any other Lien; mortgage, pledge or other lien, provided that immediately after the creation or assumption of such Lienmortgage, pledge or other lien, the total of (x) the aggregate principal amount of Indebtedness indebtedness of the Company and all Restricted Subsidiaries (not including Indebtedness permitted under clauses (a) through (j) above) secured by all Liens mortgages, pledges and other liens created or assumed under the provisions of this clause (lm), plus (y) the aggregate amount of Capitalized Lease-Back Obligations of the Company and Restricted Subsidiaries under the entire unexpired terms of all leases entered into in connection with sale and lease-back transactions which would have been precluded by the provisions of Section 5.12 5.11 but for the satisfaction of the condition set forth in clause (b) thereof, shall not exceed an amount equal to 105% of the Consolidated Net Tangible Assets Assets; or
(n) any security interest or lien related to cash collateralization of L/C Exposures pursuant to Article VI. The lease of any property by the Company or a Restricted Subsidiary and its consolidated Subsidiariesrental obligations with respect thereto (whether or not arising out of a sale and lease-back of properties and whether or not in accordance with GAAP such property is carried as an asset and such rental obligations are carried as indebtedness on 48 44 the Company's or a Restricted Subsidiary's balance sheet) shall not in any event be deemed to be the creation of a mortgage, pledge or other lien.
Appears in 1 contract
Limitations on Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including the capital stock of any Subsidiary) now owned or hereafter acquired by it, or sell or transfer or create any Lien on any income or revenues or rights in respect thereof; provided, however, that this covenant shall not apply to any of the following:
(a) any Lien on any property or asset hereafter acquired, constructed or improved by the Company or any Subsidiary which is created or assumed to secure or provide for the payment of any part of the purchase price of such property or asset or the cost of such construction or improvement, or any mortgage, pledge or other lien on any Lien on any property or asset existing at the time of acquisition thereof; provided, however, that such Lien shall not extend to any other property owned by the Company or any Subsidiary;
(b) any Lien existing upon any property or asset of a company which is merged with or into or is consolidated into, or substantially all the assets or shares of capital stock of which are acquired by, the Company or a Subsidiary, at the time of such merger, consolidation or acquisition; provided that such Lien does not extend to any other property or asset, other than improvements to the property or asset subject to such Lien;
(c) any pledge or deposit to secure payment of workers’ ' compensation or insurance premiums, or in connection with tenders, bids, contracts (other than contracts for the payment of money) or leases;
(d) any pledge of, or other Lien upon, any assets as security for the payment of any tax, assessment or other similar charge by any Governmental Authority or public body, or as security required by law or governmental regulation as a condition to the transaction of any business or the exercise of any privilege or right;
(e) any Lien necessary to secure a stay of any legal or equitable process in a proceeding to enforce a liability or obligation contested in good faith by the Company or a Subsidiary or required in connection with the institution by the Company or a Subsidiary of any legal or equitable proceeding to enforce a right or to obtain a remedy claimed in good faith by the Company or a Subsidiary, or required in connection with any order or decree in any such proceeding or in connection with any contest of any tax or other governmental charge; or the making of any deposit with or the giving of any form of security to any governmental agency or any body created or approved by law or governmental regulation in order to entitle the Company or a Subsidiary to maintain self-insurance or to participate in any fund in connection with workers’ ' compensation, unemployment insurance, old age pensions or other social security or to share in any provisions or other benefits provided for companies participating in any such arrangement or for liability on insurance of credits or other risks;
(f) any mechanics’', carriers’', workmen’s's, repairmen’s's, or other like Liens, if arising in the ordinary course of business, in respect of obligations which are not overdue or liability for which is being contested in good faith by appropriate proceedings;
(g) any Lien on property in favor of the United States of America, or of any agency, department or other instrumentality thereof, to secure partial, progress or advance payments pursuant to the provisions of any contract;
(h) any Lien securing indebtedness of a Subsidiary to the Company or a Subsidiary; provided that in the case of any sale or other disposition of such indebtedness by the Company or such Subsidiary, such sale or other disposition shall be deemed to constitute the creation of another Lien not permitted by this clause (h);
(i) any Lien affecting property of the Company or any Subsidiary securing indebtedness of the United States of America or a State thereof (or any instrumentality or agency of either thereof) issued in connection with a pollution control or abatement program required in the opinion of the Company to meet environmental criteria with respect to operations of the Company or any Subsidiary and the proceeds of which indebtedness have financed the cost of acquisition of such program;
(j) the renewal, extension, replacement or refunding of any mortgage, pledge, lien, deposit, charge or other encumbrance permitted by the foregoing provisions of this covenant upon the same property theretofore subject thereto, or the renewal, extension, replacement or refunding of the amount secured thereby; provided that in each case such amount outstanding at that time shall not be increased;
(k) Liens created under the Secured Letter of Credit Agreement; or
(lk) any other Lien; provided that immediately after the creation or assumption of such Lien, the total of (x) the aggregate principal amount of Indebtedness of the Company and all Subsidiaries (not including Indebtedness permitted under clauses (a) through (j) above) secured by all Liens created or assumed under the provisions of this clause (lk), plus (y) the aggregate amount of Capitalized Lease-Back Obligations of the Company and Subsidiaries under the entire unexpired terms of all leases entered into in connection with sale and lease-back transactions which would have been precluded by the provisions of Section 5.12 5.13 but for the satisfaction of the condition set forth in clause (b) thereof, shall not exceed an amount equal to 10% of the Consolidated Net Tangible Assets of the Company and its consolidated Subsidiaries.
Appears in 1 contract
Limitations on Liens. CreateIn the case of the Company, incurcreate, suffer to be created, or assume (directly or indirectly) any mortgage, pledge or other lien upon any Principal Property, or permit any Restricted Subsidiary to exist any Lien on any property or assets (including the capital stock of any Subsidiary) now owned or hereafter acquired by itcreate, suffer to be created, or sell assume (directly or transfer indirectly) any mortgage, pledge or create other lien upon any Lien on any income or revenues or rights in respect thereofPrincipal Property; provided, however, that this covenant shall not apply to any of the following:
(a) any Lien mortgage, pledge or other lien on any property or asset Principal Property hereafter acquired, constructed or improved by the Company or any Restricted Subsidiary which is created or assumed to secure or provide for the payment of any part of the purchase price of such property or asset or the cost of such construction or improvement, or any mortgage, pledge or other lien on any Lien on any property or asset Principal Property existing at the time of acquisition thereof; provided, however, that such Lien the mortgage, pledge or other lien shall not extend to any other property Principal Property theretofore owned by the Company or any Restricted Subsidiary;
(b) any Lien mortgage, pledge or other lien on any Principal Property existing on the date of this Agreement as described in Schedule 5.10;
(c) any mortgage, pledge or other lien existing upon any property or asset of a company which is merged with or into or is consolidated into, or substantially all the assets or shares of capital stock of which are acquired by, the Company or a Restricted Subsidiary, at the time of such merger, consolidation or acquisition; provided that such Lien mortgage, pledge or other lien does not extend to any other property or assetPrincipal Property, other than improvements to the property or asset subject to such Lienmortgage, pledge or other lien;
(cd) any pledge or deposit to secure payment of workers’ compensation or insurance premiums, or in connection with tenders, bids, contracts (other than contracts for the payment of money) or leases;
(de) any pledge of, or other Lien lien upon, any assets as security for the payment of any tax, assessment or other similar charge by any Governmental Authority or public body, or as security required by law or governmental regulation as a condition to the transaction of any business or the exercise of any privilege or right;
(ef) any Lien pledge or lien necessary to secure a stay of any legal or equitable process in a proceeding to enforce a liability or obligation contested in good faith by the Company or a Restricted Subsidiary or required in connection with the institution by the Company or a Restricted Subsidiary of any legal or equitable proceeding to enforce a right or to obtain a remedy claimed in good faith by the Company or a Restricted Subsidiary, or required in connection with any order or decree in any such proceeding or in connection with any contest of any tax or other governmental charge; or the making of any deposit with or the giving of any form of security to any governmental agency or any body created or approved by law or governmental regulation in order to entitle the Company or a Restricted Subsidiary to maintain self-insurance or to participate in any fund in connection with workers’ compensation, unemployment insurance, old age pensions or other social security or to share in any provisions or other benefits provided for companies participating in any such arrangement or for liability on insurance of credits or other risks;
(fg) any mechanics’, carriers’, workmen’s, repairmen’s, or other like Liensliens, if arising in the ordinary course of business, in respect of obligations which are not overdue or liability for which is being contested in good faith by appropriate proceedings;
(gh) any Lien lien or encumbrance on property in favor of the United States of America, or of any agency, department or other instrumentality thereof, to secure partial, progress or advance payments pursuant to the provisions of any contract;
(hi) any Lien mortgage, pledge or other lien securing any indebtedness incurred in any manner to finance or recover the cost to the Company or any Restricted Subsidiary of any physical property, real or personal, which prior to or simultaneously with the creation of such indebtedness shall have been leased by the Company or a Restricted Subsidiary to the United States of America or a department or agency thereof at an aggregate rental, payable during that portion of the initial term of such lease (without giving effect to any options of renewal or extension) which shall be unexpired at the date of the creation of such indebtedness, sufficient (taken together with any amounts required to be paid by the lessee to the lessor upon any termination of such lease) to pay in full at the stated maturity date or dates thereof the principal of and the interest on such indebtedness;
(j) any mortgage, pledge or other lien securing indebtedness of a Restricted Subsidiary to the Company or a Restricted Subsidiary; , provided that in the case of any sale or other disposition of such indebtedness by the Company or such Restricted Subsidiary, such sale or other disposition shall be deemed to constitute the creation of another Lien mortgage, pledge or other lien not permitted by this clause (hj);
(ik) any Lien mortgage, pledge or other lien affecting property of the Company or any Restricted Subsidiary securing indebtedness of the United States of America or a State thereof (or any instrumentality or agency of either thereof) issued in connection with a pollution control or abatement program required in the opinion of the Company to meet environmental criteria with respect to manufacturing or processing operations of the Company or any Restricted Subsidiary and the proceeds of which indebtedness have financed the cost of acquisition of such program;
(jl) the renewal, extension, replacement or refunding of any mortgage, pledge, lien, deposit, charge or other encumbrance permitted by the foregoing provisions of this covenant upon the same property theretofore subject thereto, or the renewal, extension, replacement or refunding of the amount secured thereby; , provided that in each case such amount outstanding at that time shall not be increased;
(k) Liens created under the Secured Letter of Credit Agreement; or
(lm) any other Lien; mortgage, pledge or other lien, provided that immediately after the creation or assumption of such Lienmortgage, pledge or other lien, the total of (x) the aggregate principal amount of Indebtedness indebtedness of the Company and all Restricted Subsidiaries (not including Indebtedness permitted under clauses (a) through (j) above) secured by all Liens mortgages, pledges and other liens created or assumed under the provisions of this clause (lm), plus (y) the aggregate amount of Capitalized Lease-Back Obligations of the Company and Restricted Subsidiaries under the entire unexpired terms of all leases entered into in connection with sale and lease-back transactions which would have been precluded by the provisions of Section 5.12 5.11 but for the satisfaction of the condition set forth in clause (b) thereof, shall not exceed an amount equal to 105% of the Consolidated Net Tangible Assets Assets. The lease of any property by the Company or a Restricted Subsidiary and its consolidated Subsidiariesrental obligations with respect thereto (whether or not arising out of a sale and lease-back of properties and whether or not in accordance with GAAP such property is carried as an asset and such rental obligations are carried as indebtedness on the Company’s or a Restricted Subsidiary’s balance sheet) shall not in any event be deemed to be the creation of a mortgage, pledge or other lien.
Appears in 1 contract
Sources: Credit Facility Agreement (ITT Corp)
Limitations on Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including the capital stock of any Subsidiary) now owned or hereafter acquired by it, or sell or transfer or create any Lien on any income or revenues or rights in respect thereofthereof (other than any sale or transfer of such income, revenues or rights in connection with a permitted sale or transfer of a division, business unit or other property or asset generating such income, revenues or rights); provided, however, that this covenant shall not apply to any of the following:
(a) any Lien on any property fixed or capital asset hereafter acquired, constructed or improved by the Company or any Subsidiary which is created or assumed to secure or provide for the payment of any part of the purchase price of such property or asset or the cost of such construction or improvement, or any mortgage, pledge or other lien on any Lien on any property or asset existing at the time of acquisition thereof; provided, however, that such Lien shall not extend to any other property owned by the Company or any Subsidiary;
(b) any Lien existing upon any property or asset of a company which is merged with or into or is consolidated into, or substantially all the assets or shares of capital stock of which are acquired by, the Company or a Subsidiary, at the time of such merger, consolidation or acquisition; provided that such Lien does shall not have been created in contemplation of such transaction and shall not extend to any other property or asset, other than improvements to the property or asset subject to such Lien;
(c) any pledge or deposit to secure payment of workers’ compensation or insurance premiums, or in connection with tenders, bids, contracts (other than contracts for the payment of money) or leases;
(d) any pledge of, or other Lien upon, any assets as security for the payment of any tax, assessment or other similar charge imposed by any Governmental Authority or public body, or as security required by law or any governmental regulation as a condition to the transaction of any business or the exercise of any privilege or right;
(e) any Lien necessary to secure a stay of any legal or equitable process in a proceeding to enforce a liability or obligation contested in good faith by the Company or a Subsidiary or required in connection with the institution by the Company or a Subsidiary of any legal or equitable proceeding to enforce a right or to obtain a remedy claimed in good faith by the Company or a Subsidiary, or required in connection with any order or decree in any such proceeding or in connection with any contest of any tax or other governmental charge; or the making of any deposit with or the giving of any form of security to any governmental agency or any body created or approved by law or governmental regulation that is required (i) in order to entitle the Company or a Subsidiary to maintain self-insurance or to participate in any fund in connection with workers’ compensation, unemployment insurance, old age pensions or other social security or to share in any provisions or other benefits provided for companies participating in any such arrangement or (ii) for liability on insurance of credits or other risks;
(f) any mechanics’, carriers’, workmen’s, repairmen’s, or other like Liens, if arising in the ordinary course of business, in respect of obligations which are not overdue or liability for which is being contested in good faith by appropriate proceedings;
(g) any Lien on property in favor of the United States of America, or of any agency, department or other instrumentality thereof, to secure partial, progress or advance payments pursuant to the provisions of any contract, other than with respect to Indebtedness;
(h) any Lien securing indebtedness of a Subsidiary to the Company or a Subsidiary; provided that in the case of any sale or other disposition of such indebtedness by the Company or such Subsidiary, such sale or other disposition shall be deemed to constitute the creation of another Lien not permitted by this clause (h);
(i) Liens arising in the ordinary course of business on operating accounts (including deposit accounts and any Lien affecting related securities accounts), including bankers’ Liens and rights of setoff arising in connection therewith (but excluding consensual Liens securing Indebtedness);
(j) Liens securing Swap Contracts entered into in the ordinary course of business and consistent with prudent business and industry practices and not for speculative purposes;
(k) Liens arising out of deposits by any Subsidiary of cash, securities or other property into collateral trusts or reinsurance trusts with or for the benefit of ceding companies or insurance regulators of such Subsidiary;
(l) Liens arising out of (i) obligations to return collateral consisting of cash or securities arising out of or in connection with the borrowing of the same or substantially similar securities, (ii) obligations to purchase securities arising out of or in connection with the sale of the same or substantially similar securities or (iii) repurchase and reverse repurchase arrangements with respect to securities and financial instruments;
(m) Liens on assets of an Insurance Subsidiary securing letters of credit issued on behalf of any Insurance Subsidiary for insurance regulatory or reinsurance purposes;
(n) Liens on securities owned by any Subsidiary which are pledged to the Federal Home Loan Bank Board (the “FHLBB”) to secure loans made by the FHLBB to such Subsidiary in the ordinary course of business;
(o) Liens on securities owned by, or obligations owed to, any Subsidiary that directly or indirectly secure funding agreements issued by a Subsidiary (each a “Hartford Entity”), which funding agreements directly or indirectly secure, or provide for, the repayment of amounts that a Hartford Entity has received from the proceeds of securities issued by a special-purpose vehicle formed for the purpose of issuing such securities;
(p) any attachment or judgment Lien, unless the judgment it secures shall not, within 60 days after the entry thereof, have been discharged or execution thereof stayed pending appeal, or shall not have been discharged within 60 days after the expiration of any such stay;
(q) leases or subleases granted to others, easements, rights-of-way, restrictions and other similar charges or encumbrances, in each case incidental to, and not interfering with, the ordinary conduct of the business of the Company or any Subsidiary securing indebtedness Subsidiary;
(r) Liens created under the Secured Letter of the United States of America Credit Agreements;
(s) Liens on, or a State thereof sales or transfers of, securitized assets (including notes or any instrumentality or agency of either thereofaccounts receivable) issued in connection with a pollution control securitizations of such assets that in each case are treated as “true sales” under GAAP and are entered into in connection with the conduct of business or abatement program required in the opinion management of the Company to meet environmental criteria with respect to operations assets or liabilities of the Company or any Subsidiary and of its Subsidiaries; provided that no such Lien shall extend to or cover any property or assets other than the proceeds of which indebtedness have financed the cost of acquisition of assets subject to such programsecuritization;
(jt) other Liens, sales or transfers securing obligations at any one time outstanding in an aggregate amount not to exceed the greater of (i) $4,000,000,000 and (ii) 17.5% of the Consolidated Net Worth of the Company at such time; or
(u) the renewal, extension, replacement or refunding of any mortgage, pledge, lien, deposit, charge or other encumbrance Lien permitted by the foregoing provisions clauses of this covenant Section upon the same property theretofore subject theretothereto (including to secure renewals, extensions, replacements or the renewal, extension, replacement or refunding refundings of the amount obligations secured thereby); provided that in each case such amount outstanding at that time the obligations secured thereby shall not be increased;
(k) increased and that such Liens created shall be deemed to utilize the exceptions or baskets set forth in the respective clauses of this Section under which the Secured Letter of Credit Agreement; or
(l) original Liens were permitted. Notwithstanding the foregoing, neither the Company nor any other Lien; provided that immediately after the creation or assumption of such Lien, the total of (x) the aggregate principal amount of Indebtedness of the Company and all Subsidiaries (not including Indebtedness permitted under shall create, incur, assume or permit to exist any Lien in reliance on the exceptions identified in the foregoing clauses (a) through (ju) above) secured by all if such creation, incurrence, assumption or existence would violate or require the creation of Liens created or assumed under the provisions of this clause (l), plus (y) the aggregate amount of Capitalized Lease-Back Obligations documentation governing any Indebtedness of the Company and or its Subsidiaries under the entire unexpired terms in an aggregate principal amount in excess of all leases entered into in connection with sale and lease-back transactions which would have been precluded by the provisions of Section 5.12 but for the satisfaction of the condition set forth in clause (b) thereof, shall not exceed an amount equal to 10% of the Consolidated Net Tangible Assets of the Company and its consolidated Subsidiaries$100,000,000.
Appears in 1 contract
Sources: Revolving Credit Facility Agreement (Hartford Financial Services Group Inc/De)
Limitations on Liens. CreateIn the case of the Company, incurcreate, suffer to be created, or assume (directly or indirectly) any mortgage, pledge or other lien upon any Principal Property, or permit any Restricted Subsidiary to exist any Lien on any property or assets (including the capital stock of any Subsidiary) now owned or hereafter acquired by itcreate, suffer to be created, or sell assume (directly or transfer indirectly) any mortgage, pledge or create other lien upon any Lien on any income or revenues or rights in respect thereofPrincipal Property; provided, however, that this covenant shall not apply to any of the following:
(a) any Lien mortgage, pledge or other lien on any property or asset Principal Property hereafter acquired, constructed or improved by the Company or any Restricted Subsidiary which is created or assumed to secure or provide for the payment of any part of the purchase price of such property or asset or the cost of such construction or improvement, or any mortgage, pledge or other lien on any Lien on any property or asset Principal Property existing at the time of acquisition thereof; provided, however, that such Lien the mortgage, pledge or other lien shall not extend to any other property Principal Property theretofore owned by the Company or any Restricted Subsidiary;
(b) any Lien mortgage, pledge or other lien on any Principal Property existing on the date of this Agreement as described in Schedule 5.10;
(c) any mortgage, pledge or other lien existing upon any property or asset of a company which is merged with or into or is consolidated into, or substantially all the assets or shares of capital stock of which are acquired by, the Company or a Restricted Subsidiary, at the time of such merger, consolidation or acquisition; provided that such Lien mortgage, pledge or other lien does not extend to any other property or assetPrincipal Property, other than improvements to the property or asset subject to such Lienmortgage, pledge or other lien;
(cd) any pledge or deposit to secure payment of workers’ ' compensation or insurance premiums, or in connection with tenders, bids, contracts (other than contracts for the payment of money) or leases;
(de) any pledge of, or other Lien lien upon, any assets as security for the payment of any tax, assessment or other similar charge by any Governmental Authority or public body, or as security required by law or governmental regulation as a condition to the transaction of any business or the exercise of any privilege or right;
(ef) any Lien pledge or lien necessary to secure a stay of any legal or equitable process in a proceeding to enforce a liability or obligation contested in good faith by the Company or a Restricted Subsidiary or required in connection with the institution by the Company or a Restricted Subsidiary of any legal or equitable proceeding to enforce a right or to obtain a remedy claimed in good faith by the Company or a Restricted Subsidiary, or required in connection with any order or decree in any such proceeding or in connection with any contest of any tax or other governmental charge; or the making of any deposit with or the giving of any form of security to any governmental agency or any body created or approved by law or governmental regulation in order to entitle the Company or a Restricted Subsidiary to maintain self-insurance or to participate in any fund in connection with workers’ ' compensation, unemployment insurance, old age pensions or other social security or to share in any provisions or other benefits provided for companies participating in any such arrangement or for liability on insurance of credits or other risks;
(fg) any mechanics’', carriers’', workmen’s's, repairmen’s's, or other like Liensliens, if arising in the ordinary course of business, in respect of obligations which are not overdue or liability for which is being contested in good faith by appropriate proceedings;
(gh) any Lien lien or encumbrance on property in favor of the United States of America, or of any agency, department or other instrumentality thereof, to secure partial, progress or advance payments pursuant to the provisions of any contract;
(hi) any Lien mortgage, pledge or other lien securing any indebtedness incurred in any manner to finance or recover the cost to the Company or any Restricted Subsidiary of any physical property, real or personal, which prior to or simultaneously with the creation of such indebtedness shall have been leased by the Company or a Restricted Subsidiary to the United States of America or a department or agency thereof at an aggregate rental, payable during that portion of the initial term of such lease (without giving effect to any options of renewal or extension) which shall be unexpired at the date of the creation of such indebtedness, sufficient (taken together with any amounts required to be paid by the lessee to the lessor upon any termination of such lease) to pay in full at the stated maturity date or dates thereof the principal of and the interest on such indebtedness;
(j) any mortgage, pledge or other lien securing indebtedness of a Restricted Subsidiary to the Company or a Restricted Subsidiary; , provided that in the case of any sale or other disposition of such indebtedness by the Company or such Restricted Subsidiary, such sale or other disposition shall be deemed to constitute the creation of another Lien mortgage, pledge or other lien not permitted by this clause (hj);
(ik) any Lien mortgage, pledge or other lien affecting property of the Company or any Restricted Subsidiary securing indebtedness of the United States of America or a State thereof (or any instrumentality or agency of either thereof) issued in connection with a pollution control or abatement program required in the opinion of the Company to meet environmental criteria with respect to manufacturing or processing operations of the Company or any Restricted Subsidiary and the proceeds of which indebtedness have financed the cost of acquisition of such program;
(jl) the renewal, extension, replacement or refunding of any mortgage, pledge, lien, deposit, charge or other encumbrance permitted by the foregoing provisions of this covenant upon the same property theretofore subject thereto, or the renewal, extension, replacement or refunding of the amount secured thereby; , provided that in each case such amount outstanding at that time shall not be increased;
(k) Liens created under the Secured Letter of Credit Agreement; or
(lm) any other Lien; mortgage, pledge or other lien, provided that immediately after the creation or assumption of such Lienmortgage, pledge or other lien, the total of (x) the aggregate principal amount of Indebtedness indebtedness of the Company and all Restricted Subsidiaries (not including Indebtedness permitted under clauses (a) through (j) above) secured by all Liens mortgages, pledges and other liens created or assumed under the provisions of this clause (lm), plus (y) the aggregate amount of Capitalized Lease-Back Obligations of the Company and Restricted Subsidiaries under the entire unexpired terms of all leases entered into in connection with sale and lease-back transactions which would have been precluded by the provisions of Section 5.12 5.11 but for the satisfaction of the condition set forth in clause (b) thereof, shall not exceed an amount equal to 105% of the Consolidated Net Tangible Assets Assets; or The lease of any property by the Company or a Restricted Subsidiary and its consolidated Subsidiariesrental obligations with respect thereto (whether or not arising out of a sale and lease-back of properties and whether or not in accordance with GAAP such property is carried as an asset and such rental obligations are carried as indebtedness on the Company's or a Restricted Subsidiary's balance sheet) shall not in any event be deemed to be the creation of a mortgage, pledge or other lien.
Appears in 1 contract
Sources: 364 Day Revolving Credit Facility Agreement (Itt Industries Inc)
Limitations on Liens. CreateIn the case of the Company, incurcreate, suffer to be created, or assume (directly or indirectly) any mortgage, pledge or other lien upon any Principal Property, or permit any Restricted Subsidiary to exist any Lien on any property or assets (including the capital stock of any Subsidiary) now owned or hereafter acquired by itcreate, suffer to be created, or sell assume (directly or transfer indirectly) any mortgage, pledge or create other lien upon any Lien on any income or revenues or rights in respect thereofPrincipal Property; provided, however, that this covenant shall not apply to any of the following:
(a) any Lien mortgage, pledge or other lien on any property or asset Principal Property hereafter acquired, constructed or improved by the Company or any Restricted Subsidiary which is created or 36 32 assumed to secure or provide for the payment of any part of the purchase price of such property or asset or the cost of such construction or improvement, or any mortgage, pledge or other lien on any Lien on any property or asset Principal Property existing at the time of acquisition thereof; , provided, however, that such Lien the mortgage, pledge or other lien shall not extend to any other property Principal Property theretofore owned by the Company or any Restricted Subsidiary;
(b) any Lien mortgage, pledge or other lien on any Principal Property existing on the date of this Agreement as described in Schedule 5.10;
(c) any mortgage, pledge or other lien existing upon any property or asset of a company which is merged with or into or is consolidated into, or substantially all the assets or shares of capital stock of which are acquired by, the Company or a Restricted Subsidiary, at the time of such merger, consolidation or acquisition; , provided that such Lien mortgage, pledge or other lien does not extend to any other property or assetPrincipal Property, other than improvements to the property or asset subject to such Lienmortgage, pledge or other lien;
(cd) any pledge or deposit to secure payment of workers’ ' compensation or insurance premiums, or in connection with tenders, bids, contracts (other than contracts for the payment of money) or leases;
(de) any pledge of, or other Lien lien upon, any assets as security for the payment of any tax, assessment or other similar charge by any Governmental Authority or public body, or as security required by law or governmental regulation as a condition to the transaction of any business or the exercise of any privilege or right;
(ef) any Lien pledge or lien necessary to secure a stay of any legal or equitable process in a proceeding to enforce a liability or obligation contested in good faith by the Company or a Restricted Subsidiary or required in connection with the institution by the Company or a Restricted Subsidiary of any legal or equitable proceeding to enforce a right or to obtain a remedy claimed in good faith by the Company or a Restricted Subsidiary, or required in connection with any order or decree in any such proceeding or in connection with any contest of any tax or other governmental charge; or the making of any deposit with or the giving of any form of security to any governmental agency or any body created or approved by law or governmental regulation in order to entitle the Company or a Restricted Subsidiary to maintain self-insurance or to participate in any fund in connection with workers’ ' compensation, unemployment insurance, old age pensions or other social security or to share in any provisions or other benefits provided for companies participating in any such arrangement or for liability on insurance of credits or other risks;
(fg) any mechanics’', carriers’', workmen’s's, repairmen’s's, or other like Liensliens, if arising in the ordinary course of business, in respect of obligations which are not overdue or liability for which is being contested in good faith by appropriate proceedings;
(gh) any Lien lien or encumbrance on property in favor of the United States of America, or of any agency, department or other instrumentality thereof, to secure partial, progress or advance payments pursuant to the provisions of any contract;
(hi) any Lien mortgage, pledge or other lien securing any indebtedness incurred in any manner to finance or recover the cost to the Company or any Restricted Subsidiary of any physical property, real or personal, which prior to or simultaneously with the creation of such indebtedness shall have been leased by the Company or a Restricted Subsidiary to the United 37 33 States of America or a department or agency thereof at an aggregate rental, payable during that portion of the initial term of such lease (without giving effect to any options of renewal or extension) which shall be unexpired at the date of the creation of such indebtedness, sufficient (taken together with any amounts required to be paid by the lessee to the lessor upon any termination of such lease) to pay in full at the stated maturity date or dates thereof the principal of and the interest on such indebtedness;
(j) any mortgage, pledge or other lien securing indebtedness of a Restricted Subsidiary to the Company or a Restricted Subsidiary; , provided that in the case of any sale or other disposition of such indebtedness by the Company or such Restricted Subsidiary, such sale or other disposition shall be deemed to constitute the creation of another Lien mortgage, pledge or other lien not permitted by this clause (hj);
(ik) any Lien mortgage, pledge or other lien affecting property of the Company or any Restricted Subsidiary securing indebtedness of the United States of America or a State thereof (or any instrumentality or agency of either thereof) issued in connection with a pollution control or abatement program required in the opinion of the Company to meet environmental criteria with respect to operations of the Company or any Restricted Subsidiary and the proceeds of which indebtedness have financed the cost of acquisition of such program;
(jl) the renewal, extension, replacement or refunding of any mortgage, pledge, lien, deposit, charge or other encumbrance permitted by the foregoing provisions of this covenant upon the same property theretofore subject thereto, or the renewal, extension, replacement or refunding of the amount secured thereby; , provided that in each case such amount outstanding at that time shall not be increased;
(k) Liens created under the Secured Letter of Credit Agreement; or
(lm) any other Lien; mortgage, pledge or other lien, provided that immediately after the creation or assumption of such Lienmortgage, pledge or other lien, the total of (x) the aggregate principal amount of Indebtedness indebtedness of the Company and all Restricted Subsidiaries (not including Indebtedness permitted under clauses (a) through (j) above) secured by all Liens mortgages, pledges and other liens created or assumed under the provisions of this clause (lm), plus (y) the aggregate amount of Capitalized Lease-Back Obligations of the Company and Restricted Subsidiaries under the entire unexpired terms of all leases entered into in connection with sale and lease-back transactions which would have been precluded by the provisions of Section 5.12 5.11 but for the satisfaction of the condition set forth in clause (b) thereof, shall not exceed an amount equal to 10% of the Consolidated Net Tangible Assets Assets. The lease of any property by the Company or a Restricted Subsidiary and its consolidated Subsidiariesrental obligations with respect thereto (whether or not arising out of a sale and lease-back of properties and whether or not in accordance with GAAP such property is carried as an asset and such rental obligations are carried as indebtedness on the Company's or a Restricted Subsidiary's balance sheet) shall not in any event be deemed to be the creation of a mortgage, pledge or other lien.
Appears in 1 contract
Sources: 364 Day Competitive Advance and Revolving Credit Facility Agreement (Itt Corp /Nv/)
Limitations on Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including the capital stock of any Subsidiary) now owned or hereafter acquired by it, or sell or transfer or create any Lien on any income or revenues or rights in respect thereof; provided, however, that this covenant shall not apply to any of the following:
(a) any Lien on any property or asset hereafter acquired, constructed or improved by the Company or any Subsidiary which is created or assumed to secure or provide for the payment of any part of the purchase price of such property or asset or the cost of such construction or improvement, or any mortgage, pledge or other lien on any Lien on any property or asset existing at the time of acquisition thereof; provided, however, that such Lien shall not extend to any other property owned by the Company or any Subsidiary;
(b) any Lien existing upon any property or asset of a company which is merged with or into or is consolidated into, or substantially all the assets or shares of capital stock of which are acquired by, the Company or a Subsidiary, at the time of such merger, consolidation or acquisition; provided that such Lien does not extend to any other property or asset, other than improvements to the property or asset subject to such Lien;
(c) any pledge or deposit to secure payment of workers’ ' compensation or insurance premiums, or in connection with tenders, bids, contracts (other than contracts for the payment of money) or leases;
(d) any pledge of, or other Lien upon, any assets as security for the payment of any tax, assessment or other similar charge by any Governmental Authority or public body, or as security required by law or governmental regulation as a condition to the transaction of any business or the exercise of any privilege or right;
(e) any Lien necessary to secure a stay of any legal or equitable process in a proceeding to enforce a liability or obligation contested in good faith by the Company or a Subsidiary or required in connection with the institution by the Company or a Subsidiary of any legal or equitable proceeding to enforce a right or to obtain a remedy claimed in good faith by the Company or a Subsidiary, or required in connection with any order or decree in any such proceeding or in connection with any contest of any tax or other governmental charge; or the making of any deposit with or the giving of any form of security to any governmental agency or any body created or approved by law or governmental regulation in order to entitle the Company or a Subsidiary to maintain self-self- insurance or to participate in any fund in connection with workers’ ' compensation, unemployment insurance, old age pensions or other social security or to share in any provisions or other benefits provided for companies participating in any such arrangement or for liability on insurance of credits or other risks;
(f) any mechanics’', carriers’', workmen’s's, repairmen’s's, or other like Liens, if arising in the ordinary course of business, in respect of obligations which are not overdue or liability for which is being contested in good faith by appropriate proceedings;
(g) any Lien on property in favor of the United States of America, or of any agency, department or other instrumentality thereof, to secure partial, progress or advance payments pursuant to the provisions of any contract;
(h) any Lien securing indebtedness of a Subsidiary to the Company or a Subsidiary; provided that in the case of any sale or other disposition of such indebtedness by the Company or such Subsidiary, such sale or other disposition shall be deemed to constitute the creation of another Lien not permitted by this clause (h);
(i) any Lien affecting property of the Company or any Subsidiary securing indebtedness of the United States of America or a State thereof (or any instrumentality or agency of either thereof) issued in connection with a pollution control or abatement program required in the opinion of the Company to meet environmental criteria with respect to operations of the Company or any Subsidiary and the proceeds of which indebtedness have financed the cost of acquisition of such program;
(j) the renewal, extension, replacement or refunding of any mortgage, pledge, lien, deposit, charge or other encumbrance permitted by the foregoing provisions of this covenant upon the same property theretofore subject thereto, or the renewal, extension, replacement or refunding of the amount secured thereby; provided that in each case such amount outstanding at that time shall not be increased;
(k) Liens created under the Secured Letter of Credit Agreement; or
(lk) any other Lien; provided that immediately after the creation or assumption of such Lien, the total of (x) the aggregate principal amount of Indebtedness of the Company and all Subsidiaries (not including Indebtedness permitted under clauses (a) through (j) above) secured by all Liens created or assumed under the provisions of this clause (lk), plus (y) the aggregate amount of Capitalized Lease-Back Obligations of the Company and Subsidiaries under the entire unexpired terms of all leases entered into in connection with sale and lease-back transactions which would have been precluded by the provisions of Section 5.12 5.13 but for the satisfaction of the condition set forth in clause (b) thereof, shall not exceed an amount equal to 10% of the Consolidated Net Tangible Assets of the Company and its consolidated Subsidiaries.
Appears in 1 contract
Sources: Credit Facility Agreement (Hartford Financial Services Group Inc/De)
Limitations on Liens. CreateIn the case of the Company, incurcreate, suffer to be created, or assume (directly or indirectly) any mortgage, pledge or other lien upon any Principal Property, or permit any Restricted Subsidiary to exist any Lien on any property or assets (including the capital stock of any Subsidiary) now owned or hereafter acquired by itcreate, suffer to be created, or sell assume (directly or transfer indirectly) any mortgage, pledge or create other lien upon any Lien on any income or revenues or rights in respect thereofPrincipal Property; provided, however, that this covenant shall not apply to any of the following:
(a) any Lien mortgage, pledge or other lien on any property or asset Principal Property hereafter acquired, constructed or improved by the Company or any Restricted Subsidiary which is created or 36 32 assumed to secure or provide for the payment of any part of the purchase price of such property or asset or the cost of such construction or improvement, or any mortgage, pledge or other lien on any Lien on any property or asset Principal Property existing at the time of acquisition thereof; , provided, however, that such Lien the mortgage, pledge or other lien shall not extend to any other property Principal Property theretofore owned by the Company or any Restricted Subsidiary;
(b) any Lien mortgage, pledge or other lien on any Principal Property existing on the date of this Agreement as described in Schedule 5.10;
(c) any mortgage, pledge or other lien existing upon any property or asset of a company which is merged with or into or is consolidated into, or substantially all the assets or shares of capital stock of which are acquired by, the Company or a Restricted Subsidiary, at the time of such merger, consolidation or acquisition; , provided that such Lien mortgage, pledge or other lien does not extend to any other property or assetPrincipal Property, other than improvements to the property or asset subject to such Lienmortgage, pledge or other lien;
(cd) any pledge or deposit to secure payment of workers’ ' compensation or insurance premiums, or in connection with tenders, bids, contracts (other than contracts for the payment of money) or leases;
(de) any pledge of, or other Lien lien upon, any assets as security for the payment of any tax, assessment or other similar charge by any Governmental Authority or public body, or as security required by law or governmental regulation as a condition to the transaction of any business or the exercise of any privilege or right;
(ef) any Lien pledge or lien necessary to secure a stay of any legal or equitable process in a proceeding to enforce a liability or obligation contested in good faith by the Company or a Restricted Subsidiary or required in connection with the institution by the Company or a Restricted Subsidiary of any legal or equitable proceeding to enforce a right or to obtain a remedy claimed in good faith by the Company or a Restricted Subsidiary, or required in connection with any order or decree in any such proceeding or in connection with any contest of any tax or other governmental charge; or the making of any deposit with or the giving of any form of security to any governmental agency or any body created or approved by law or governmental regulation in order to entitle the Company or a Restricted Subsidiary to maintain self-insurance or to participate in any fund in connection with workers’ ' compensation, unemployment insurance, old age pensions or other social security or to share in any provisions or other benefits provided for companies participating in any such arrangement or for liability on insurance of credits or other risks;
(fg) any mechanics’', carriers’', workmen’s's, repairmen’s's, or other like Liensliens, if arising in the ordinary course of business, in respect of obligations which are not overdue or liability for which is being contested in good faith by appropriate proceedings;
(gh) any Lien lien or encumbrance on property in favor of the United States of America, or of any agency, department or other instrumentality thereof, to secure partial, progress or advance payments pursuant to the provisions of any contract;
(hi) States of America or a department or agency thereof at an aggregate rental, payable during that portion of the initial term of such lease (without giving effect to any options of renewal or extension) which shall be unexpired at the date of the creation of such indebtedness, sufficient (taken together with any amounts required to be paid by the lessee to the lessor upon any termination of such lease) to pay in full at the stated maturity date or dates thereof the principal of and the interest on such indebtedness;
(j) any Lien mortgage, pledge or other lien securing indebtedness of a Restricted Subsidiary to the Company or a Restricted Subsidiary; , provided that in the case of any sale or other disposition of such indebtedness by the Company or such Restricted Subsidiary, such sale or other disposition shall be deemed to constitute the creation of another Lien mortgage, pledge or other lien not permitted by this clause (hj);
(ik) any Lien mortgage, pledge or other lien affecting property of the Company or any Restricted Subsidiary securing indebtedness of the United States of America or a State thereof (or any instrumentality or agency of either thereof) issued in connection with a pollution control or abatement program required in the opinion of the Company to meet environmental criteria with respect to manufacturing or processing operations of the Company or any Restricted Subsidiary and the proceeds of which indebtedness have financed the cost of acquisition of such program;
(jl) the renewal, extension, replacement or refunding of any mortgage, pledge, lien, deposit, charge or other encumbrance permitted by the foregoing provisions of this covenant upon the same property theretofore subject thereto, or the renewal, extension, replacement or refunding of the amount secured thereby; , provided that in each case such amount outstanding at that time shall not be increased;
(k) Liens created under the Secured Letter of Credit Agreement; or
(lm) any other Lien; mortgage, pledge or other lien, provided that immediately after the creation or assumption of such Lienmortgage, pledge or other lien, the total of (x) the aggregate principal amount of Indebtedness indebtedness of the Company and all Restricted Subsidiaries (not including Indebtedness permitted under clauses (a) through (j) above) secured by all Liens mortgages, pledges and other liens created or assumed under the provisions of this clause (lm), plus (y) the aggregate amount of Capitalized Lease-Back Obligations of the Company and Restricted Subsidiaries under the entire unexpired terms of all leases entered into in connection with sale and lease-back transactions which would have been precluded by the provisions of Section 5.12 5.11 but for the satisfaction of the condition set forth in clause (b) thereof, shall not exceed an amount equal to 105% of the Consolidated Net Tangible Assets Assets. The lease of any property by the Company or a Restricted Subsidiary and its consolidated Subsidiariesrental obligations with respect thereto (whether or not arising out of a sale and lease-back of properties and whether or not in accordance with GAAP such property is carried as an asset and such rental obligations are carried as indebtedness on the Company's or a Restricted Subsidiary's balance sheet) shall not in any event be deemed to be the creation of a mortgage, pledge or other lien.
Appears in 1 contract
Sources: 364 Day Competitive Advance and Revolving Credit Facility Agreement (Itt Industries Inc)
Limitations on Liens. CreateIn the case of the Company, incurcreate, suffer to be created, or assume (directly or indirectly) any mortgage, pledge or other lien upon any Principal Property, or permit any Restricted Subsidiary to exist any Lien on any property or assets (including the capital stock of any Subsidiary) now owned or hereafter acquired by itcreate, suffer to be created, or sell assume (directly or transfer indirectly) any mortgage, pledge or create other lien upon any Lien on any income or revenues or rights in respect thereofPrincipal Property; provided, however, that this covenant shall not apply to any of the following:
(a) any Lien mortgage, pledge or other lien on any property or asset Principal Property hereafter acquired, constructed or improved by the Company or any Restricted Subsidiary which is created or assumed to secure or provide for the payment of any part of the purchase price of such property or asset or the cost of such construction or improvement, or any mortgage, pledge or other lien on any Lien on any property or asset Principal Property existing at the time of acquisition thereof; , provided, however, that such Lien the mortgage, pledge or other lien shall not extend to any other property Principal Property theretofore owned by the Company or any Restricted Subsidiary;
(b) any Lien mortgage, pledge or other lien on any Principal Property existing on the date of this Agreement as described in Schedule 5.10;
(c) any mortgage, pledge or other lien existing upon any property or asset of a company which is merged with or into or is consolidated into, or substantially all the assets or shares of capital stock of which are acquired by, the Company or a Restricted Subsidiary, at the time of such merger, consolidation or acquisition; , provided that such Lien mortgage, pledge or other lien does not extend to 38 34 any other property or assetPrincipal Property, other than improvements to the property or asset subject to such Lienmortgage, pledge or other lien;
(cd) any pledge or deposit to secure payment of workers’ ' compensation or insurance premiums, or in connection with tenders, bids, contracts (other than contracts for the payment of money) or leases;
(de) any pledge of, or other Lien lien upon, any assets as security for the payment of any tax, assessment or other similar charge by any Governmental Authority or public body, or as security required by law or governmental regulation as a condition to the transaction of any business or the exercise of any privilege or right;
(ef) any Lien pledge or lien necessary to secure a stay of any legal or equitable process in a proceeding to enforce a liability or obligation contested in good faith by the Company or a Restricted Subsidiary or required in connection with the institution by the Company or a Restricted Subsidiary of any legal or equitable proceeding to enforce a right or to obtain a remedy claimed in good faith by the Company or a Restricted Subsidiary, or required in connection with any order or decree in any such proceeding or in connection with any contest of any tax or other governmental charge; or the making of any deposit with or the giving of any form of security to any governmental agency or any body created or approved by law or governmental regulation in order to entitle the Company or a Restricted Subsidiary to maintain self-insurance or to participate in any fund in connection with workers’ ' compensation, unemployment insurance, old age pensions or other social security or to share in any provisions or other benefits provided for companies participating in any such arrangement or for liability on insurance of credits or other risks;
(fg) any mechanics’', carriers’', workmen’s's, repairmen’s's, or other like Liensliens, if arising in the ordinary course of business, in respect of obligations which are not overdue or liability for which is being contested in good faith by appropriate proceedings;
(gh) any Lien lien or encumbrance on property in favor of the United States of America, or of any agency, department or other instrumentality thereof, to secure partial, progress or advance payments pursuant to the provisions of any contract;
(hi) any Lien mortgage, pledge or other lien securing any indebtedness incurred in any manner to finance or recover the cost to the Company or any Restricted Subsidiary of any physical property, real or personal, which prior to or simultaneously with the creation of such indebtedness shall have been leased by the Company or a Restricted Subsidiary to the United States of America or a department or agency thereof at an aggregate rental, payable during that portion of the initial term of such lease (without giving effect to any options of renewal or extension) which shall be unexpired at the date of the creation of such indebtedness, sufficient (taken together with any amounts required to be paid by the lessee to the lessor upon any termination of such lease) to pay in full at the stated maturity date or dates thereof the principal of and the interest on such indebtedness;
(j) any mortgage, pledge or other lien securing indebtedness of a Restricted Subsidiary to the Company or a Restricted Subsidiary; , provided that in the case of any sale or other disposition 39 35 of such indebtedness by the Company or such Restricted Subsidiary, such sale or other disposition shall be deemed to constitute the creation of another Lien mortgage, pledge or other lien not permitted by this clause (hj);
(ik) any Lien mortgage, pledge or other lien affecting property of the Company or any Restricted Subsidiary securing indebtedness of the United States of America or a State thereof (or any instrumentality or agency of either thereof) issued in connection with a pollution control or abatement program required in the opinion of the Company to meet environmental criteria with respect to operations of the Company or any Restricted Subsidiary and the proceeds of which indebtedness have financed the cost of acquisition of such program;
(jl) the renewal, extension, replacement or refunding of any mortgage, pledge, lien, deposit, charge or other encumbrance permitted by the foregoing provisions of this covenant upon the same property theretofore subject thereto, or the renewal, extension, replacement or refunding of the amount secured thereby; , provided that in each case such amount outstanding at that time shall not be increased;
(k) Liens created under the Secured Letter of Credit Agreement; or
(lm) any other Lien; mortgage, pledge or other lien, provided that immediately after the creation or assumption of such Lienmortgage, pledge or other lien, the total of (x) the aggregate principal amount of Indebtedness indebtedness of the Company and all Restricted Subsidiaries (not including Indebtedness permitted under clauses (a) through (j) above) secured by all Liens mortgages, pledges and other liens created or assumed under the provisions of this clause (lm), plus (y) the aggregate amount of Capitalized Lease-Back Obligations of the Company and Restricted Subsidiaries under the entire unexpired terms of all leases entered into in connection with sale and lease-back transactions which would have been precluded by the provisions of Section 5.12 5.11 but for the satisfaction of the condition set forth in clause (b) thereof, shall not exceed an amount equal to 10% of the Consolidated Net Tangible Assets Assets. The lease of any property by the Company or a Restricted Subsidiary and its consolidated Subsidiariesrental obligations with respect thereto (whether or not arising out of a sale and lease-back of properties and whether or not in accordance with GAAP such property is carried as an asset and such rental obligations are carried as indebtedness on the Company's or a Restricted Subsidiary's balance sheet) shall not in any event be deemed to be the creation of a mortgage, pledge or other lien.
Appears in 1 contract
Sources: 364 Day Competitive Advance and Revolving Credit Facility Agreement (Itt Corp /Nv/)
Limitations on Liens. CreateIn the case of the Company, incurcreate, suffer to be created, or assume (directly or indirectly) any mortgage, pledge or other lien upon any Principal Property, or permit any Restricted Subsidiary to exist any Lien on any property or assets (including the capital stock of any Subsidiary) now owned or hereafter acquired by itcreate, suffer to be created, or sell assume (directly or transfer indirectly) any mortgage, pledge or create other lien upon any Lien on any income or revenues or rights in respect thereofPrincipal Property; provided, however, that this covenant shall not apply to any of the following:
(a) any Lien mortgage, pledge or other lien on any property or asset Principal Property hereafter acquired, constructed or improved by the Company or any Restricted Subsidiary which is created or assumed to secure or provide for the payment of any part of the purchase price of such property or asset or the cost of such construction or improvement, or any mortgage, pledge or other lien on any Lien on any property or asset Principal Property existing at the time of acquisition thereof; , provided, however, that such Lien the mortgage, pledge or other lien shall not extend to any other property Principal Property theretofore owned by the Company or any Restricted Subsidiary;
(b) any Lien mortgage, pledge or other lien on any Principal Property existing on the date of this Agreement as described in Schedule 5.10;
(c) any mortgage, pledge or other lien existing upon any property or asset of a company which is merged with or into or is consolidated into, or substantially all the assets or shares of capital stock of which are acquired by, the Company or a Restricted Subsidiary, at the time of such merger, consolidation or acquisition; , provided that such Lien mortgage, pledge or other lien does not extend to any other property or assetPrincipal Property, other than improvements to the property or asset subject to such Lien;mortgage, pledge or other lien; 49 45
(cd) any pledge or deposit to secure payment of workers’ ' compensation or insurance premiums, or in connection with tenders, bids, contracts (other than contracts for the payment of money) or leases;
(de) any pledge of, or other Lien lien upon, any assets as security for the payment of any tax, assessment or other similar charge by any Governmental Authority or public body, or as security required by law or governmental regulation as a condition to the transaction of any business or the exercise of any privilege or right;
(ef) any Lien pledge or lien necessary to secure a stay of any legal or equitable process in a proceeding to enforce a liability or obligation contested in good faith by the Company or a Restricted Subsidiary or required in connection with the institution by the Company or a Restricted Subsidiary of any legal or equitable proceeding to enforce a right or to obtain a remedy claimed in good faith by the Company or a Restricted Subsidiary, or required in connection with any order or decree in any such proceeding or in connection with any contest of any tax or other governmental charge; or the making of any deposit with or the giving of any form of security to any governmental agency or any body created or approved by law or governmental regulation in order to entitle the Company or a Restricted Subsidiary to maintain self-insurance or to participate in any fund in connection with workers’ ' compensation, unemployment insurance, old age pensions or other social security or to share in any provisions or other benefits provided for companies participating in any such arrangement or for liability on insurance of credits or other risks;
(fg) any mechanics’', carriers’', workmen’s's, repairmen’s's, or other like Liensliens, if arising in the ordinary course of business, in respect of obligations which are not overdue or liability for which is being contested in good faith by appropriate proceedings;
(gh) any Lien lien or encumbrance on property in favor of the United States of America, or of any agency, department or other instrumentality thereof, to secure partial, progress or advance payments pursuant to the provisions of any contract;
(hi) any Lien mortgage, pledge or other lien securing any indebtedness incurred in any manner to finance or recover the cost to the Company or any Restricted Subsidiary of any physical property, real or personal, which prior to or simultaneously with the creation of such indebtedness shall have been leased by the Company or a Restricted Subsidiary to the United States of America or a department or agency thereof at an aggregate rental, payable during that portion of the initial term of such lease (without giving effect to any options of renewal or extension) which shall be unexpired at the date of the creation of such indebtedness, sufficient (taken together with any amounts required to be paid by the lessee to the lessor upon any termination of such lease) to pay in full at the stated maturity date or dates thereof the principal of and the interest on such indebtedness;
(j) any mortgage, pledge or other lien securing indebtedness of a Restricted Subsidiary to the Company or a Restricted Subsidiary; , provided that in the case of any sale or other disposition of such indebtedness by the Company or such Restricted Subsidiary, such sale or other disposition shall be deemed to constitute the creation of another Lien mortgage, pledge or other lien not permitted by this clause (hj);; 50 46
(ik) any Lien mortgage, pledge or other lien affecting property of the Company or any Restricted Subsidiary securing indebtedness of the United States of America or a State thereof (or any instrumentality or agency of either thereof) issued in connection with a pollution control or abatement program required in the opinion of the Company to meet environmental criteria with respect to operations of the Company or any Restricted Subsidiary and the proceeds of which indebtedness have financed the cost of acquisition of such program;
(jl) the renewal, extension, replacement or refunding of any mortgage, pledge, lien, deposit, charge or other encumbrance permitted by the foregoing provisions of this covenant upon the same property theretofore subject thereto, or the renewal, extension, replacement or refunding of the amount secured thereby; , provided that in each case such amount outstanding at that time shall not be increased;
(k) Liens created under the Secured Letter of Credit Agreement; or
(lm) any other Lien; mortgage, pledge or other lien, provided that immediately after the creation or assumption of such Lienmortgage, pledge or other lien, the total of (x) the aggregate principal amount of Indebtedness indebtedness of the Company and all Restricted Subsidiaries (not including Indebtedness permitted under clauses (a) through (j) above) secured by all Liens mortgages, pledges and other liens created or assumed under the provisions of this clause (lm), plus (y) the aggregate amount of Capitalized Lease-Back Obligations of the Company and Restricted Subsidiaries under the entire unexpired terms of all leases entered into in connection with sale and lease-back transactions which would have been precluded by the provisions of Section 5.12 5.11 but for the satisfaction of the condition set forth in clause (b) thereof, shall not exceed an amount equal to 10% of the Consolidated Net Tangible Assets Assets. The lease of any property by the Company or a Restricted Subsidiary and its consolidated Subsidiariesrental obligations with respect thereto (whether or not arising out of a sale and lease-back of properties and whether or not in accordance with GAAP such property is carried as an asset and such rental obligations are carried as indebtedness on the Company's or a Restricted Subsidiary's balance sheet) shall not in any event be deemed to be the creation of a mortgage, pledge or other lien.
Appears in 1 contract
Limitations on Liens. CreateThe Issuer will not, incurand will not permit any Restricted Subsidiary to, assume or permit create, suffer to exist any Lien on any property or assets (including the capital stock of any Subsidiary) now owned or hereafter acquired by itbe created, or sell assume (directly or transfer indirectly) any mortgage, pledge or create other lien upon any Lien on Principal Property, unless effective provision is made by the Issuer to secure directly the Securities of all series by such mortgage, pledge or other lien, equally and ratably with any income or revenues or rights in respect thereofand all other indebtedness thereby secured; provided, however, that this covenant Section shall not apply to any of the following:
(a) any Lien mortgage, pledge or other lien on any property or asset Principal Property hereafter acquired, constructed or improved by the Company Issuer or any Restricted Subsidiary which is created or assumed to secure or provide for the payment of any part of the purchase price of such property or asset or the cost of such construction or improvement, or any mortgage, pledge or other lien on any Lien on any property or asset Principal Property existing at the time of acquisition thereof; provided, however, that in the case of any such Lien acquisition the mortgage, pledge or other lien shall not extend to any other property Principal Property theretofore owned by the Company Issuer or any Restricted Subsidiary;
(b) any Lien mortgage, pledge or other lien existing upon any property or asset of a company which is merged with or into or is consolidated into, or substantially all the assets or shares of capital stock of which are acquired by, the Company Issuer or a Restricted Subsidiary, at the time of such merger, consolidation or acquisition; provided that such Lien mortgage, pledge or other lien does not extend to any other property or assetPrincipal Property, other than improvements to the property or asset subject to such Lienmortgage, pledge or other lien;
(c) any pledge or deposit to secure payment of workers’ compensation workmen's com- pensation or insurance premiums, or in connection with tenders, bids, contracts (other than contracts for the payment of money) or leases;
(d) any pledge of, or other Lien lien upon, any assets as security for the payment of any tax, assessment or other similar charge by any Governmental Authority governmental authority or public body, or as security required by law or governmental regulation as a condition to the transaction of any business or the exercise of any privilege or right;
(e) any Lien pledge or lien necessary to secure a stay of any legal or equitable process in a proceeding to enforce a liability or obligation contested in good faith by the Company Issuer or a Restricted Subsidiary or required in connection with the institution by the Company Issuer or a Restricted Subsidiary of any legal or equitable proceeding to enforce a right or to obtain a remedy claimed in good faith by the Company Issuer or a Restricted Subsidiary, or required in connection with any order or decree in any such proceeding or in connection with any contest of any tax or other governmental charge; or the making of any deposit with or the giving of any form of security to any governmental agency or any body created or approved by law or governmental regulation in order to entitle the Company Issuer or a Restricted Subsidiary to maintain self-insurance or to participate in any fund in connection with workers’ workmen's compensation, unemployment insurance, old age pensions or other social security or to share in any provisions or other benefits provided for companies participating in any such arrangement or for liability on insurance of credits or other risks;
(f) any mechanics’', carriers’', workmen’s's, repairmen’s, 's or other like Liensliens, if arising in the ordinary course of business, in respect of obligations which are not overdue or liability for which is being contested in good faith by appropriate proceedings;
(g) any Lien lien or encumbrance on property in favor of the United States of America, or of any agency, department or other instrumentality thereof, to secure partial, progress or advance payments pursuant to the provisions of any contract;
(h) any Lien mortgage, pledge or other lien securing any indebtedness incurred in any manner to finance or recover the cost to the Issuer or any Restricted Subsidiary of any physical property, real or personal, which prior to or simultaneously with the creation of such indebtedness shall have been leased by the Issuer or a Restricted Subsidiary to the United States of America or a department or agency thereof at an aggregate rental, payable during that portion of the initial term of such lease (without giving effect to any options of renewal or extension) which shall be unexpired at the date of the creation of such indebtedness, sufficient (taken together with any amounts required to be paid by the lessee to the lessor upon any termination of such lease) to pay in full at the stated maturity date or dates thereof the principal of and the interest on such indebtedness;
(i) any mortgage, pledge or other lien securing indebtedness of a Restricted Subsidiary to the Company Issuer or a Restricted Subsidiary; , provided that in the case of any sale or other disposition of such indebtedness by the Company Issuer or such Restricted Subsidiary, such sale or other disposition shall be deemed to constitute the creation of another Lien not permitted by this clause (h)mortgage, pledge or other lien;
(ij) any Lien mortgage, pledge or other lien affecting property of the Company Issuer or any Restricted Subsidiary securing indebtedness of the United States of America or a State thereof (or any instrumentality or agency of either thereof) issued in connection with a pollution control or abatement program required in the opinion of the Company Issuer to meet environmental criteria with respect to manufacturing or processing operations of the Company Issuer or any Restricted Subsidiary and the proceeds of which indebtedness have financed the cost of acquisition of such program;
(jk) the renewal, extension, replacement or refunding of any mortgage, pledge, lien, deposit, charge or other encumbrance permitted by the foregoing provisions of this covenant Section upon the same property theretofore subject thereto, or the renewal, extension, replacement or refunding of the amount secured thereby; , provided that in each case such amount outstanding at that time shall not be increased;
(kl) Liens created under any mortgage, pledge or liens affecting property of the Secured Letter Issuer or any Restricted Subsidiary existing on the date of Credit Agreementthis Indenture; or
(lm) any other Lien; mortgage, pledge or other lien, provided that immediately after the creation or assumption of such Lienmortgage, pledge or other lien, the total of (xi) the aggregate principal amount of Indebtedness indebtedness of the Company Issuer and all Restricted Subsidiaries (not including Indebtedness permitted under clauses (a) through (j) above) secured by all Liens mortgages, pledges and other liens created or assumed under the provisions of this clause (lm), plus (yii) the aggregate amount of Capitalized Lease-Back Obligations of the Company Issuer and Restricted Subsidiaries under the entire unexpired terms of all leases entered into in connection with sale and lease-back transactions which would have been precluded by the provisions of Section 5.12 4.5 but for the satisfaction of the condition set forth in clause (bii) thereof, shall not exceed an amount equal to 1015% of the Consolidated Net Tangible Assets Assets.
(a) the lease of any property by the Issuer or a Restricted Subsidiary, and rental obligations with respect thereto (whether or not arising out of sale and lease-back of properties and whether or not in accordance with generally accepted accounting principles such property is carried as an asset and such rental obligations are carried as indebtedness on the Issuer's or a Restricted Subsidiary's balance sheet) nor (b) the sale or other transfer of (i) timber or other natural resources in place for a period of time until, or in an amount such that, the purchaser will realize therefrom a specified amount of money (however determined) or a specified amount of such resources, or (ii) any other interest in property of the Company and its consolidated Subsidiariescharacter commonly referred to as a "production payment", shall in any event be deemed to be the creation of a mortgage, pledge or other lien.
Appears in 1 contract
Sources: Indenture (Itt Corp /Nv/)
Limitations on Liens. CreateIn the case of the Company, incurcreate, suffer to be created, or assume (directly or indirectly) any mortgage, pledge or other lien upon any Principal Property, or permit any Restricted Subsidiary to exist any Lien on any property or assets (including the capital stock of any Subsidiary) now owned or hereafter acquired by itcreate, suffer to be created, or sell assume (directly or transfer indirectly) any mortgage, pledge or create other lien upon any Lien on any income or revenues or rights in respect thereofPrincipal Property; provided, however, that this covenant shall not apply to any of the following:
(a) any Lien mortgage, pledge or other lien on any property or asset Principal Property hereafter acquired, constructed or improved by the Company or any Restricted Subsidiary which is created or assumed to secure or provide for the payment of any part of the purchase price of such property or asset or the cost of such construction or improvement, or any mortgage, pledge or other lien on any Lien on any property or asset Principal Property existing at the time of acquisition thereof; provided, however, that such Lien the mortgage, pledge or other lien shall not extend to any other property Principal Property theretofore owned by the Company or any Restricted Subsidiary;
(b) any Lien mortgage, pledge or other lien on any Principal Property existing on the date of this Agreement as described in Schedule 5.10;
(c) any mortgage, pledge or other lien existing upon any property or asset of a company which is merged with or into or is consolidated into, or substantially all the assets or shares of capital stock of which are acquired by, the Company or a Restricted Subsidiary, at the time of such merger, consolidation or acquisition; provided that such Lien mortgage, pledge or other lien does not extend to any other property or assetPrincipal Property, other than improvements to the property or asset subject to such Lienmortgage, pledge or other lien;
(cd) any pledge or deposit to secure payment of workers’ ' compensation or insurance premiums, or in connection with tenders, bids, contracts (other than contracts for the payment of money) or leases;
(de) any pledge of, or other Lien lien upon, any assets as security for the payment of any tax, assessment or other similar charge by any Governmental Authority or public body, or as security required by law or governmental regulation as a condition to the transaction of any business or the exercise of any privilege or right;
(ef) any Lien pledge or lien necessary to secure a stay of any legal or equitable process in a proceeding to enforce a liability or obligation contested in good faith by the Company or a Restricted Subsidiary or required in connection with the institution by the Company or a Restricted Subsidiary of any legal or equitable proceeding to enforce a right or to obtain a remedy claimed in good faith by the Company or a Restricted Subsidiary, or required in connection with any order or decree in any such proceeding or in connection with any contest of any tax or other governmental charge; or the making of any deposit with or the giving of any form of security to any governmental agency or any body created or approved by law or governmental regulation in order to entitle the Company or a Restricted Subsidiary to maintain self-insurance or to participate in any fund in connection with workers’ ' compensation, unemployment insurance, old age pensions or other social security or to share in any provisions or other benefits provided for companies participating in any such arrangement or for liability on insurance of credits or other risks;
(fg) any mechanics’', carriers’', workmen’s's, repairmen’s's, or other like Liensliens, if arising in the ordinary course of business, in respect of obligations which are not overdue or liability for which is being contested in good faith by appropriate proceedings;
(gh) any Lien lien or encumbrance on property in favor of the United States of America, or of any agency, department or other instrumentality thereof, to secure partial, progress or advance payments pursuant to the provisions of any contract;
(hi) any Lien mortgage, pledge or other lien securing any indebtedness incurred in any manner to finance or recover the cost to the Company or any Restricted Subsidiary of any physical property, real or personal, which prior to or simultaneously with the creation of such indebtedness shall have been leased by the Company or a Restricted Subsidiary to the United States of America or a department or agency thereof at an aggregate rental, payable during that portion of the initial term of such lease (without giving effect to any options of renewal or extension) which shall be unexpired at the date of the creation of such indebtedness, sufficient (taken together with any amounts required to be paid by the lessee to the lessor upon any termination of such lease) to pay in full at the stated maturity date or dates thereof the principal of and the interest on such indebtedness;
(j) any mortgage, pledge or other lien securing indebtedness of a Restricted Subsidiary to the Company or a Restricted Subsidiary; , provided that in the case of any sale or other disposition of such indebtedness by the Company or such Restricted Subsidiary, such sale or other disposition shall be deemed to constitute the creation of another Lien mortgage, pledge or other lien not permitted by this clause (hj);
(ik) any Lien mortgage, pledge or other lien affecting property of the Company or any Restricted Subsidiary securing indebtedness of the United States of America or a State thereof (or any instrumentality or agency of either thereof) issued in connection with a pollution control or abatement program required in the opinion of the Company to meet environmental criteria with respect to manufacturing or processing operations of the Company or any Restricted Subsidiary and the proceeds of which indebtedness have financed the cost of acquisition of such program;
(jl) the renewal, extension, replacement or refunding of any mortgage, pledge, lien, deposit, charge or other encumbrance permitted by the foregoing provisions of this covenant upon the same property theretofore subject thereto, or the renewal, extension, replacement or refunding of the amount secured thereby; , provided that in each case such amount outstanding at that time shall not be increased;
(k) Liens created under the Secured Letter of Credit Agreement; or
(lm) any other Lien; mortgage, pledge or other lien, provided that immediately after the creation or assumption of such Lienmortgage, pledge or other lien, the total of (x) the aggregate principal amount of Indebtedness indebtedness of the Company and all Restricted Subsidiaries (not including Indebtedness permitted under clauses (a) through (j) above) secured by all Liens mortgages, pledges and other liens created or assumed under the provisions of this clause (lm), plus (y) the aggregate amount of Capitalized Lease-Back Obligations of the Company and Restricted Subsidiaries under the entire unexpired terms of all leases entered into in connection with sale and lease-back transactions which would have been precluded by the provisions of Section 5.12 5.11 but for the satisfaction of the condition set forth in clause (b) thereof, shall not exceed an amount equal to 105% of the Consolidated Net Tangible Assets Assets. The lease of any property by the Company or a Restricted Subsidiary and its consolidated Subsidiariesrental obligations with respect thereto (whether or not arising out of a sale and lease-back of properties and whether or not in accordance with GAAP such property is carried as an asset and such rental obligations are carried as indebtedness on the Company's or a Restricted Subsidiary's balance sheet) shall not in any event be deemed to be the creation of a mortgage, pledge or other lien.
Appears in 1 contract
Sources: Five Year Competitive Advance and Revolving Credit Facility Agreement (Itt Industries Inc)
Limitations on Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including the capital stock of any Subsidiary) now owned or hereafter acquired by it, or sell or transfer or create any Lien on any income or revenues or rights in respect thereofthereof (other than any sale or transfer of such income, revenues or rights in connection with a permitted sale or transfer of a division, business unit or other property or asset generating such income, revenues or rights); provided, however, that this covenant shall not apply to any of the following:
(a) any Lien on any property fixed or capital asset hereafter acquired, constructed or improved by the Company or any Subsidiary which is created or assumed to secure or provide for the payment of any part of the purchase price of such property or asset or the cost of such construction or improvement prior to or within 360 days after such acquisition or the completion of such construction or improvement, or any mortgage, pledge or other lien on any Lien on any property or asset existing at the time of acquisition thereof; provided, however, that such Lien shall not extend to any other property owned by the Company or any Subsidiary;
(b) any Lien on any property or asset existing at the time of acquisition thereof and not created in contemplation of such acquisition; provided, however, that such Lien shall not extend to any other property owned by the Company or any Subsidiary;
(c) any Lien existing upon any property or asset of a company which is merged with or into or is consolidated into, or substantially all the assets or shares of capital stock of which are acquired by, the Company or a Subsidiary, at the time of such merger, consolidation or acquisition; provided that such Lien does shall not have been created in contemplation of such transaction and shall not extend to any other property or asset, other than improvements to the property or asset subject to such Lien;
(cd) any pledge or deposit to secure payment of workers’ compensation or insurance premiums, or in connection with tenders, bids, contracts (other than contracts for the payment of money) or leases;
(de) any pledge of, or other Lien upon, any assets as security for the payment of any tax, assessment or other similar charge imposed by any Governmental Authority or public body, or as security required by law or any governmental regulation as a condition to the transaction of any business or the exercise of any privilege or right;
(ef) any Lien necessary to secure a stay of any legal or equitable process in a proceeding to enforce a liability or obligation contested in good faith by the Company or a Subsidiary or required in connection with the institution by the Company or a Subsidiary of any legal or equitable proceeding to enforce a right or to obtain a remedy claimed in good faith by the Company or a Subsidiary, or required in connection with any order or decree in any such proceeding or in connection with any contest of any tax or other governmental charge; or the making of any deposit with or the giving of any form of security to any governmental agency or any body created or approved by law or governmental regulation that is required (i) in order to entitle the Company or a Subsidiary to maintain self-insurance or to participate in any fund in connection with workers’ compensation, unemployment insurance, old age pensions or other social security or to share in any provisions or other benefits provided for companies participating in any such arrangement or (ii) for liability on insurance of credits or other risks;
(fg) any Liens imposed by operation of law, such as mechanics’, carriers’, workmen’s, repairmen’s, or other like Liens, if arising in the ordinary course of business, in respect of obligations which are not overdue for a period of more than 60 days or liability for which is being contested in good faith by appropriate proceedings;
(gh) any Lien on property in favor of the United States of America, or of any agency, department or other instrumentality thereof, to secure partial, progress or advance payments pursuant to the provisions of any contract, other than with respect to Indebtedness;
(hi) any Lien securing indebtedness of a Subsidiary to the Company or a Subsidiary; provided that in the case of any sale or other disposition of such indebtedness by the Company or such Subsidiary, such sale or other disposition shall be deemed to constitute the creation of another Lien not permitted by this clause (h);
(j) Liens arising in the ordinary course of business on operating accounts (including deposit accounts and any related securities accounts), including bankers’ Liens and rights of setoff arising in connection therewith (but excluding consensual Liens securing Indebtedness);
(k) Liens securing Swap Contracts entered into in the ordinary course of business and consistent with prudent business and industry practices and not for speculative purposes;
(l) Liens arising out of deposits by any Subsidiary of cash, securities or other property into collateral trusts or reinsurance trusts with or for the benefit of ceding companies or insurance regulators of such Subsidiary;
(m) Liens arising out of (i) obligations to return collateral consisting of cash or securities arising out of or in connection with the borrowing of the same or substantially similar securities, (ii) obligations to purchase securities arising out of or in connection with the sale of the same or substantially similar securities or (iii) repurchase and reverse repurchase arrangements with respect to securities and financial instruments;
(n) Liens on assets of an Insurance Subsidiary securing letters of credit issued on behalf of any Lien affecting property Insurance Subsidiary for insurance regulatory or reinsurance purposes;
(o) Liens on securities owned by any Subsidiary which are pledged to a Federal Home Loan Bank (a “FHLB”) to secure loans, advances or extensions of credit made by such FHLB to such Subsidiary in the ordinary course of business;
(p) Liens on securities owned by, or obligations owed to, any Subsidiary that directly or indirectly secure funding agreements issued by a Subsidiary (each a “Hartford Entity”), which funding agreements directly or indirectly secure, or provide for, the repayment of amounts that a Hartford Entity has received from the proceeds of securities issued by a special-purpose vehicle formed for the purpose of issuing such securities;
(q) any attachment or judgment Lien, unless the judgment it secures shall not, within 60 days after the entry thereof, have been discharged or execution thereof stayed pending appeal, or shall not have been discharged within 60 days after the expiration of any such stay;
(r) leases or subleases granted to others, easements, rights-of-way, restrictions and other similar charges or encumbrances, in each case incidental to, and not interfering with, the ordinary conduct of the business of the Company or any Subsidiary securing indebtedness Subsidiary;
(s) Liens created under the Secured Letter of the United States of America Credit Agreements;
(t) Liens on, or a State thereof sales or transfers of, securitized assets (including notes or any instrumentality or agency of either thereofaccounts receivable) issued in connection with a pollution control securitizations of such assets that in each case are treated as “true sales” under GAAP and are entered into in connection with the conduct of business or abatement program required in the opinion management of the Company to meet environmental criteria with respect to operations assets or liabilities of the Company or any Subsidiary and of its Subsidiaries; provided that no such Lien shall extend to or cover any property or assets other than the proceeds of which indebtedness have financed the cost of acquisition of assets subject to such programsecuritization;
(ju) Liens on third party reinsurance recoverables arising out of a Subsidiary’s sale, transfer or novation of policy liabilities to a third party reinsurer or buyer (via reinsurance or otherwise);
(v) Liens incurred pursuant to the Loan Documents;
(w) Liens arising in connection with capitalized lease obligations; provided that no such Lien shall extend to or cover any property or assets other than the property and assets subject to such capitalized lease obligations;
(x) Liens arising out of any real estate sale-leaseback transaction;
(y) other Liens, sales or transfers securing obligations at any one time outstanding in an aggregate amount not to exceed the greater of (i) $3,500,000,000 and (ii) 17.5% of the Consolidated Net Worth of the Company at such time; or
(z) the renewal, extension, replacement or refunding of any mortgage, pledge, lien, deposit, charge or other encumbrance Lien permitted by the foregoing provisions clauses of this covenant Section upon the same property theretofore subject theretothereto (including to secure renewals, extensions, replacements or the renewal, extension, replacement or refunding refundings of the amount obligations secured thereby); provided that in each case such amount outstanding at that time the obligations secured thereby shall not be increased;
(k) increased and that such Liens created under shall be deemed to utilize the Secured Letter of Credit Agreement; or
(l) any other Lien; provided that immediately after the creation exceptions or assumption of such Lien, the total of (x) the aggregate principal amount of Indebtedness of the Company and all Subsidiaries (not including Indebtedness permitted under clauses (a) through (j) above) secured by all Liens created or assumed under the provisions of this clause (l), plus (y) the aggregate amount of Capitalized Lease-Back Obligations of the Company and Subsidiaries under the entire unexpired terms of all leases entered into in connection with sale and lease-back transactions which would have been precluded by the provisions of Section 5.12 but for the satisfaction of the condition baskets set forth in clause (b) thereof, shall not exceed an amount equal to 10% the respective clauses of this Section under which the Consolidated Net Tangible Assets of the Company and its consolidated Subsidiariesoriginal Liens were permitted.
Appears in 1 contract
Sources: Five Year Revolving Credit Facility Agreement (Hartford Financial Services Group Inc/De)