No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company to create, incur, assume or suffer to exist any Lien upon any of its properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (a) this Agreement and the other Loan Documents; (b) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens (other than Liens permitted under Section 6.02(n)) on the properties encumbered thereby; and (c) any prohibition or limitation that (i) exists pursuant to applicable Legal Requirements, or (ii) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property pending the consummation of such sale; provided that (1) such restrictions apply only to the property to be sold and such sale is permitted hereunder, and (2) such sale is permitted hereunder, or (iii) restricts subletting or assignment of any lease governing a leasehold interest of Borrower or one of its Subsidiaries.
Appears in 2 contracts
Sources: Credit Agreement (HC2 Holdings, Inc.), Credit Agreement (PHC Inc /Ma/)
No Further Negative Pledge. Enter into any agreement, instrument, deed Contractual Obligation (other than this Agreement or lease which prohibits or any other Loan Document) that (a) limits the ability of the Borrower or any Company Subsidiary to create, incur, assume or suffer to exist any Lien upon any Liens on property of its properties such Person; or revenues, whether now owned or hereafter acquired, or which (b) requires the grant of any security for a Lien to secure an obligation if security is granted for another obligationof such Person, except the following: that this Section 7.08 shall not prohibit:
(a) this Agreement and any such limitations contained in documents governing any Indebtedness of the other Loan Documents; Borrower or any of its Subsidiaries not prohibited under Section 7.03;
(b) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens (other than Liens permitted under Section 6.02(n)) on the properties encumbered thereby; and (c) any prohibition or limitation that (i) exists pursuant to applicable Legal Requirements, or (ii) consists of customary restrictions and conditions contained in any agreement agreements relating to the sale of a Subsidiary or any property pending the consummation of such sale; , provided that (1) such restrictions and conditions apply only to the Subsidiary or property that is to be sold and such sale is permitted hereunder;
(c) customary provisions in leases and other contracts restricting the assignment thereof;
(d) any such limitations in any other agreement that do not restrict in any manner the ability to create Liens to secure the Obligations; and
(e) restrictions and conditions in any indenture, and (2) such sale is permitted hereunderagreement, document, instrument or (iii) restricts subletting other arrangement relating to the assets or assignment business of any lease governing a leasehold interest Subsidiary existing prior to the consummation of an acquisition in which such Subsidiary was acquired by the Borrower or one (and not created in contemplation of its Subsidiariessuch acquisition).
Appears in 2 contracts
Sources: Credit Agreement (Broadcom Corp), Credit Agreement (Broadcom Corp)
No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company to create, incur, assume or suffer to exist any Lien upon any of its properties or revenuesrevenues to secure the Secured Obligations, whether now owned or hereafter acquired, or which requires the grant of any security Lien for an obligation if security is granted for another obligation, except the following: (a) this Agreement and the other Loan Documents; (b) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens (other than Liens permitted under Section 6.02(n)) on the properties encumbered thereby; and (c) any prohibition or limitation that (i) exists pursuant to applicable Legal Requirements, or (ii) consists of customary restrictions and conditions contained in any agreement relating to the sale Disposition of any property Property pending the consummation of such saleDisposition; provided that (1) such restrictions apply only to the property Property to be sold and such sale is permitted hereunder, and (2) such sale Disposition is permitted hereunder, or (iii) restricts subletting or assignment of any lease governing a leasehold interest of Borrower or one any of its Subsidiaries; and (d) agreements, instruments, deeds or leases described in clauses (a) through (n) of Section 6.12.
Appears in 2 contracts
Sources: Senior Secured Debtor in Possession Credit Agreement (Internap Corp), Senior Secured Super Priority Debtor in Possession Credit Agreement
No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company to create, incur, assume or suffer to exist any Lien upon any of its properties Properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security Lien for an obligation if security a Lien is granted for another obligation, except the following: (a1) this Agreement and the other Loan Documents, agreements governing any Permitted Refinancing with respect to the foregoing; (b2) covenants with respect Property not constituting Collateral, restrictions in documents creating Liens permitted by Section Section 6.02 prohibiting further Liens (other than Liens permitted under Section 6.02(n)) on the properties Properties encumbered thereby; and (c3) any prohibition or limitation that (ia) is non-consensual and exists pursuant to applicable Legal Requirements, or (iib) consists of customary restrictions and conditions contained in any agreement relating to the sale or other Disposition of any property Property pending the consummation of such salesale or other Disposition; provided that (1i) such restrictions apply only to the property to be sold such Property, and (ii) such sale or other Disposition is permitted hereunder; (4) with respect to leases not constituting Collateral, restrictions prohibiting the grant or existence of liens and encumbrances, including leasehold mortgages; and (25) such sale is permitted hereunder, or (iii) restricts subletting or assignment of any lease governing a leasehold interest of Borrower or one of its Subsidiariesas set forth in Schedule 6.14.
Appears in 1 contract
Sources: Credit Agreement (Inotiv, Inc.)
No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company to create, incur, assume or suffer to exist any Lien upon any of its properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (a) this Agreement and Agreement, the other Loan Documents and the Convertible Senior Secured Note Documents; (b) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens (other than Liens permitted under Section 6.02(n6.02(j)) on the properties encumbered thereby; and (c) any prohibition or limitation that (i) exists pursuant to applicable Legal Requirements, or (ii) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property pending the consummation of such sale; provided that (1) such restrictions apply only to the property to be sold and such sale is permitted hereunder, and (2) such sale is permitted hereunder, or (iii) restricts subletting or assignment of any lease governing a leasehold interest of Borrower or one of its Subsidiaries.
Appears in 1 contract
Sources: Revolving Credit Agreement (ICO Global Communications (Holdings) LTD)
No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company to create, incur, assume or suffer to exist any Lien upon any of its properties Properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security Lien for an obligation if security a Lien is granted for another obligation, except the following: (a1) this Agreement and Agreement, the other Loan Documents and Prepetition Documents; (b2) covenants with respect to Property not constituting Collateral, restrictions in documents creating Liens permitted by Section 6.02 prohibiting further Liens (other than Liens permitted under Section 6.02(n)) on the properties Properties encumbered thereby; and (c3) any prohibition or limitation that (ia) is non-consensual and exists pursuant to applicable Legal Requirements, or (iib) consists of customary restrictions and conditions contained in any agreement relating to the sale or other Disposition of any property Property pending the consummation of such salesale or other Disposition; provided that (1i) such restrictions apply only to the property to be sold such Property, and (ii) such sale or other Disposition is permitted hereunder; (4) with respect to leases not constituting Collateral, restrictions prohibiting the grant or existence of liens and encumbrances, including leasehold mortgages and (25) such sale is permitted hereunder, or (iii) restricts subletting or assignment of any lease governing a leasehold interest of Borrower or one of its Subsidiariesas set forth on Schedule 6.14.
Appears in 1 contract
Sources: Superpriority Priming Debtor in Possession Credit Agreement (CareMax, Inc.)
No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company to create, incur, assume or suffer to exist any Lien upon any of its properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security Lien for an obligation if security is granted for another obligation, except the following: (a) this Agreement and the other Loan Documents; (b) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens (other than Liens permitted under Section 6.02(n)) on the properties encumbered thereby; and (c) any prohibition or limitation that (i) exists pursuant to applicable Legal Requirements, or (ii) consists of customary restrictions and conditions contained in any agreement relating to the sale Disposition of any property Property pending the consummation of such saleDisposition; provided that (1) such restrictions apply only to the property Property to be sold and such sale is permitted hereunder, and (2) such sale Disposition is permitted hereunder, or (iii) restricts subletting or assignment of any lease governing a leasehold interest of Borrower or one any of its Subsidiaries.
Appears in 1 contract
No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company to create, incur, assume or suffer to exist any Lien upon any of its properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (a) this Agreement and the other Loan Documents; (b) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens (other than Liens permitted under Section 6.02(n)) on the properties encumbered thereby; (c) agreements evidencing Indebtedness permitted under Section 6.01(h) and Section 6.01(l); and (cd) any prohibition or limitation that (i) exists pursuant to applicable Legal Requirements, or (ii) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property pending the consummation of such sale; provided that (1) such restrictions apply only to the property to be sold and such sale is permitted hereunder, and (2) such sale is permitted hereunder, or (iii) restricts subletting or assignment of any lease governing a leasehold interest of Borrower or one of its Subsidiaries.
Appears in 1 contract
No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Company to create, incur, assume or suffer to exist any Lien upon any of its properties or revenuesrevenues to secure the Secured Obligations, whether now owned or hereafter acquired, or which requires the grant of any security Lien for an obligation if security is granted for another obligation, except the following: (a) this Agreement and the other Loan Documents; (b) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens (other than Liens permitted under Section 6.02(n)) on the properties encumbered thereby; and (c) any prohibition or limitation that (i) exists pursuant to applicable Legal Requirements, or (ii) consists of customary restrictions and conditions contained in any agreement relating to the sale Disposition of any property Property pending the consummation of such saleDisposition; provided that (1) such restrictions apply only to the property Property to be sold and such sale is permitted hereunder, and (2) such sale Disposition is permitted hereunder, or (iii) restricts subletting or assignment of any lease governing a leasehold interest of Borrower or one any of its Subsidiaries; (d) the Second Out Term Loan Documents, (e) any agreements governing Indebtedness described in Sections 6.01(d) and (f) and (e) agreements, instruments, deeds or leases described in clauses (a) through (n) of Section 6.12.
Appears in 1 contract
Sources: Senior Secured Term Loan Credit Agreement (Internap Corp)