Common use of No Further Negative Pledges Clause in Contracts

No Further Negative Pledges. The Credit Parties will not permit any Consolidated Party to enter into, assume or become subject to any agreement prohibiting or otherwise restricting the existence of any Lien upon any of its Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Credit Party Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such Property is given as security for the Credit Party Obligations, except (a) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(c), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (b) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(f) or 8.1(k), (c) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (d) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 8.5, pending the consummation of such sale and (e) pursuant to applicable law and other customary conditions and restrictions contained in any agreement, document or instrument relating to the formation, operation and regulatory requirements or limitations related to the Insurance Subsidiary.

Appears in 5 contracts

Sources: Credit Agreement (Amn Healthcare Services Inc), Credit Agreement (Amn Healthcare Services Inc), Credit Agreement (Amn Healthcare Services Inc)

No Further Negative Pledges. The Credit Parties will not not, nor will they permit any Consolidated Party to Subsidiary (other than a Subsidiary that is a Permitted JV) to, enter into, assume or become subject to any agreement prohibiting or otherwise restricting the existence creation or assumption of any Lien upon any of its Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Credit Party Obligationstheir properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for any such obligation if such Property security is given as security for the Credit Party Obligationssome other obligation, except (a) pursuant to this Agreement and the other Credit Documents, (b) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(c6.1(c), ; provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (bc) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(fSections 6.1(f) or 8.1(k6.1(h), (cd) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, ; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (de) customary provisions in leases restricting the assignment thereof and (f) pursuant to customary restrictions and conditions contained in any agreement relating Management Agreement to the sale of extent that any Property permitted under Section 8.5, pending the consummation of such sale and (e) pursuant to applicable law and other customary conditions and restrictions contained in any agreement, document or instrument relating Management Agreement is subject to the formation, operation and regulatory requirements or limitations related to the Insurance Subsidiaryprovisions of Section 9.23.

Appears in 5 contracts

Sources: Credit Agreement (Mednax, Inc.), Credit Agreement (Mednax, Inc.), Credit Agreement (Mednax, Inc.)

No Further Negative Pledges. The Credit Parties will not permit any Consolidated Party to enter into, assume or become subject to any agreement prohibiting or otherwise restricting the existence of any Lien upon any of its Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Credit Party Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such Property is given as security for the Credit Party Obligations, except (a) pursuant to in connection with any document or instrument governing Indebtedness incurred pursuant to Section 8.1(c), provided PROVIDED that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (b) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(f) or 8.1(k), (c) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, provided PROVIDED that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (dc) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 8.5Permitted Asset Disposition, pending the consummation of such sale and sale, (d) customary non-assignment provisions in contracts, (e) pursuant the documentation governing or evidencing the Existing Notes, (f) agreements entered into by to applicable law and other customary conditions and restrictions contained Foreign Subsidiaries or (g) Property consisting of Capital Stock in any agreement, document or instrument relating to the formation, operation and regulatory requirements or limitations related to the Insurance SubsidiaryJoint Ventures.

Appears in 3 contracts

Sources: Credit Agreement (Mg Waldbaum Co), Credit Agreement (Mg Waldbaum Co), Credit Agreement (Michael Foods Inc /Mn)

No Further Negative Pledges. The Credit Parties will not permit the Parent or any Consolidated Party to enter into, assume or become subject to any agreement prohibiting or otherwise restricting the existence of any Lien upon any of its Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Credit Party Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such Property is given as security for the Credit Party Obligations, except (a) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(c), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (b) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(f) or 8.1(k8.1(g), (c) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, Lien and (d) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 8.5, pending the consummation of such sale and (e) pursuant to applicable law and other customary conditions and restrictions contained in any agreement, document or instrument relating to the formation, operation and regulatory requirements or limitations related to the Insurance Subsidiarysale.

Appears in 2 contracts

Sources: Credit Agreement (Amn Healthcare Services Inc), Credit Agreement (Amn Healthcare Services Inc)

No Further Negative Pledges. The Credit Parties will not permit any Consolidated Party to enter into, assume or become subject to any agreement prohibiting or otherwise restricting the existence of any Lien upon any of its Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Credit Party Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such Property is given as security for the Credit Party Obligations, except (a) pursuant to in connection with any document or instrument governing Indebtedness incurred pursuant to Section 8.1(c8.1(c)(i), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (b) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(f) or 8.1(k), (c) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (dc) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 8.5, pending the consummation of such sale and sale, (d) customary non-assignment provisions in leases, licenses or other contracts entered into in the ordinary course of business or (e) pursuant to applicable law and other customary conditions and in the case of any Joint Venture which is not a Credit Party, restrictions contained in any agreement, document such Person's organizational or instrument relating to the formation, operation and regulatory requirements or limitations related to the Insurance Subsidiarygoverning documents.

Appears in 2 contracts

Sources: Credit Agreement (Jw Childs Equity Partners Ii Lp), Credit Agreement (Signal Medical Services)

No Further Negative Pledges. The Credit Parties will not permit any Consolidated Party to enter into, assume or become subject to any agreement prohibiting or otherwise restricting the existence of any Lien upon any of its Property in favor of the Administrative U.S. Agent or the Collateral Agent (in each case, for the benefit of the Lenders) for the purpose of securing the Credit Party Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such Property is given as security for the Credit Party Obligations, except (a) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(c), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (b) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(f) or 8.1(k), (c) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (db) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 8.58.4(b), pending the consummation of such sale sale, (c) the Medium Term Indenture, as in effect as of the Closing Date, and (ed) pursuant to applicable law customary restrictions and conditions contained in leases and other customary conditions and restrictions contained in any agreement, document or instrument relating to contracts restricting the formation, operation and regulatory requirements or limitations related to the Insurance Subsidiaryassignment thereof.

Appears in 2 contracts

Sources: Credit Agreement (Airgas Carbonic Inc), Credit Agreement (Airgas Northern California & Nevada Inc)

No Further Negative Pledges. The Credit Parties will not permit the Parent or any Consolidated Party to enter into, assume or become subject to any agreement prohibiting or otherwise restricting the existence of any Lien upon any of its Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Credit Party Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such Property is given as security for the Credit Party Obligations, except (a) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(c), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (b) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(f) or 8.1(k8.1(g), (c) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, Lien and (d) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 8.5, pending the consummation of such sale and (e) pursuant to applicable law and other customary conditions and restrictions contained in any agreement, document or instrument relating to the formation, operation and regulatory requirements or limitations related to the Insurance Subsidiarysale.

Appears in 1 contract

Sources: Credit Agreement (Amn Healthcare Services Inc)

No Further Negative Pledges. The Credit Parties will not permit any Consolidated Party to enter into, assume or become subject to any agreement prohibiting or otherwise restricting the existence of any Lien upon any of its Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Credit Party Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such Property is given as security for the Credit Party Obligations, except (a) pursuant to in connection with any document or instrument governing Indebtedness incurred pursuant to Section 8.1(c), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (b) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(f) or 8.1(k), (c) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (dc) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 8.5Permitted Asset Disposition, pending the consummation of such sale and sale, (d) customary non-assignment provisions in contracts, (e) pursuant the documentation governing or evidencing the Senior Unsecured Debt or the Subordinated Notes, (f) agreements entered into by to applicable law and other customary conditions and restrictions contained Foreign Subsidiaries or (g) Property consisting of Capital Stock in any agreement, document or instrument relating to the formation, operation and regulatory requirements or limitations related to the Insurance SubsidiaryJoint Ventures.

Appears in 1 contract

Sources: Credit Agreement (Birds Eye Foods, Inc.)

No Further Negative Pledges. The Credit Parties will not permit any Consolidated Party to enter into, assume or become subject to any agreement prohibiting or otherwise restricting the existence of any Lien upon any of its Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of CHAR1\1351553v8 97 securing the Credit Party Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such Property is given as security for the Credit Party Obligations, except (a) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(c), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (b) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(f) or 8.1(k), (c) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (d) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 8.5, pending the consummation of such sale and (e) pursuant to applicable law and other customary conditions and restrictions contained in any agreement, document or instrument relating to the formation, operation and regulatory requirements or limitations related to the Insurance Subsidiary.

Appears in 1 contract

Sources: Credit Agreement (Amn Healthcare Services Inc)

No Further Negative Pledges. The No Credit Parties Party will, nor will not it permit any Consolidated Party to Subsidiary to, enter into, assume or become subject to any Negative Pledges or agreement prohibiting or otherwise restricting the existence of any Lien upon any of its Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Credit Party Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such Property is given as security for the Credit Party Obligations, except (a) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(c), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (b) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(f) or 8.1(k), (c) in connection with any Permitted Lien described in clauses (a) through (j) in Section 7.01 or any document or instrument governing any Permitted LienLien described in clauses (a) through (j) in Section 7.01, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (db) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 8.57.07, pending the consummation of such sale sale, (c) a provision in any agreement governing unsecured Funded Debt generally prohibiting the encumbrance of assets (so long as such provision is generally consistent with a comparable provision of the Credit Documents) and (ed) pursuant to applicable law and other customary conditions and restrictions contained arising in any agreement, document or instrument relating to connection with the formation, operation and regulatory requirements or limitations related to the Insurance SubsidiarySabra Senior Notes.

Appears in 1 contract

Sources: Credit Agreement (Sabra Health Care REIT, Inc.)

No Further Negative Pledges. The Except as contemplated by the Intercreditor Agreement, the Credit Parties will not permit any Consolidated Party to enter into, assume or become subject to any agreement prohibiting or otherwise restricting the existence of any Lien upon any of its Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Credit Party Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such Property is given as security for the Credit Party Obligations, except (a) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(c), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (b) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(f) or 8.1(k), (c) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (d) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 8.5, pending the consummation of such sale and (e) pursuant to applicable law the First Lien Credit Agreement and other customary conditions and restrictions contained in any agreement, document or instrument relating to the formation, operation and regulatory requirements or limitations related to the Insurance SubsidiaryFirst Lien Collateral Documents.

Appears in 1 contract

Sources: Second Lien Credit Agreement (Amn Healthcare Services Inc)

No Further Negative Pledges. The Credit Parties will not permit any Consolidated Party to enter into, assume or become subject to any agreement prohibiting or otherwise restricting the existence of any Lien upon any of its Property in favor of the Administrative U.S. Agent or the Collateral Agent (in each case, for the benefit of the Lenders) for the purpose of securing the Credit Party Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such Property is given as security for the Credit Party Obligations, except (a) pursuant to in connection with any document or instrument governing Indebtedness incurred pursuant to Section 8.1(c), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (b) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(f) or 8.1(k), (c) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, Lien and (dc) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 8.58.4(b), pending the consummation of such sale sale, (d) the Medium Term Notes and the Medium Term Indenture and (e) pursuant to applicable law customary restrictions and conditions contained in leases and other customary conditions and restrictions contained in any agreement, document or instrument relating to contracts restricting the formation, operation and regulatory requirements or limitations related to the Insurance Subsidiaryassignment thereof.

Appears in 1 contract

Sources: Credit Agreement (Airgas Inc)

No Further Negative Pledges. The Credit Parties will not permit any Consolidated Party to enter into, assume or become subject to any agreement prohibiting or otherwise restricting the existence of any Lien upon any of its Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Credit Party Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such Property is given as security for the Credit Party Obligations, except (a) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(c), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (b) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(f) or 8.1(k), (c) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, Lien and (d) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 8.5, pending the consummation of such sale and (e) pursuant to applicable law and other customary conditions and restrictions contained in any agreement, document or instrument relating to the formation, operation and regulatory requirements or limitations related to the Insurance Subsidiarysale.

Appears in 1 contract

Sources: Credit Agreement (Amn Healthcare Services Inc)

No Further Negative Pledges. The Credit Parties will not permit any Consolidated Party to enter Enter into, assume or become subject to any agreement prohibiting or otherwise restricting the existence creation or assumption of any Lien upon any of its Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Credit Party Obligationsproperties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for any such obligation if such Property security is given as security for the Credit Party Obligationssome other obligation, except (a) pursuant to this Credit Agreement and the other Credit Documents, (b) pursuant to any document or instrument governing Indebtedness incurred pursuant to (i) Section 8.1(c6.1(d), ; provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewiththerewith and (ii) Sections 6.1(i) and 6.1(j), (b) pursuant but in each case only to any the extent such agreement excepts the Credit Party Obligations from such prohibition or restriction on terms reasonably acceptable to the Administrative Agent; provided, however, to the extent such document or instrument governing Indebtedness incurred pursuant to Section 8.1(f) contains no such prohibition or 8.1(k)restriction, the approval of the Administrative Agent shall not be required, (c) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, and (d) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (d) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 8.5, pending the consummation of such sale and (e) pursuant to applicable law and other customary conditions and restrictions contained in any agreement, document or instrument relating to the formation, operation and regulatory requirements or limitations related to the Insurance Subsidiary.

Appears in 1 contract

Sources: Credit Agreement (Henry Jack & Associates Inc)

No Further Negative Pledges. The No Credit Parties Party will, nor will not it permit any Consolidated Party to Subsidiary to, enter into, assume or become subject to any Negative Pledges or agreement prohibiting or otherwise restricting the existence of any Lien upon any of its Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Credit Party Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such Property is given as security for the Credit Party Obligations, except (a) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(c), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (b) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(f) or 8.1(k), (c) in connection with any Permitted Lien described in clauses (a) through (j) in Section 7.01 or any document or instrument governing any Permitted LienLien described in clauses (a) through (j) in Section 7.01, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (db) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 8.57.07, pending the consummation of such sale sale, (c) a provision in any agreement governing unsecured Funded Debt generally prohibiting the encumbrance of assets (so long as such provision is generally consistent with a comparable provision of the Credit Documents) and (ed) pursuant to applicable law restrictions arising in connection with the Sabra Senior Notes. SUBPART 2.3 Section 7.14 of the Existing Credit Agreement is hereby deleted in its entirety and other customary conditions and restrictions contained in any agreement, document or instrument relating to replaced with the formation, operation and regulatory requirements or limitations related to the Insurance Subsidiary.following:

Appears in 1 contract

Sources: Credit Agreement (Sabra Health Care REIT, Inc.)

No Further Negative Pledges. The Credit Parties will not permit any Consolidated Party to enter into, assume or become subject to any agreement prohibiting or otherwise restricting the existence creation or assumption of any Lien upon any of its Property in favor of the Administrative Agent (for the benefit of the Lenders) properties or assets for the purpose of securing the Credit Party ObligationsObligations of the types described in clauses (i) and (ii) of the definition of such term set forth in Section 1.1, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such Property security is given as security for the Credit Party ObligationsObligations of the types described in clauses (i) and (ii) of the definition of such term set forth in Section 1.1, except (a) pursuant to this Credit Agreement and the other Credit Documents, (b) pursuant to the Subordinated Note Indenture and the Subordinated Notes, in each case as in effect as of the Closing Date, (c) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(c), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, therewith and (b) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(f) or 8.1(k), (cd) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (d) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 8.5, pending the consummation of such sale and (e) pursuant to applicable law and other customary conditions and restrictions contained in any agreement, document or instrument relating to the formation, operation and regulatory requirements or limitations related to the Insurance Subsidiary.

Appears in 1 contract

Sources: Credit Agreement (Condor Systems Inc)

No Further Negative Pledges. The Credit Parties will not permit any Consolidated Party to enter into, assume or become subject to any agreement prohibiting or otherwise restricting the existence creation or assumption of any Lien upon any of its Property in favor of the Administrative Agent (for the benefit of the Lenders) properties or assets for the purpose of securing the Credit Party Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such Property security is given as security for the Credit Party Obligations, except (a) pursuant to this Credit Agreement and the other Credit Documents, (b) if the Subordinated Notes shall have been issued, pursuant to the Subordinated Note Indenture and the Subordinated Notes and (c) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(c), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (b) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(f) or 8.1(k), (ce) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, Lien and (df) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any Property a Subsidiary permitted under Section 8.5, pending the consummation of such sale and (e) pursuant to applicable law and other customary conditions and restrictions contained in any agreement, document or instrument relating to the formation, operation and regulatory requirements or limitations related to the Insurance Subsidiarysale.

Appears in 1 contract

Sources: Credit Agreement (Vestar Sheridan Inc)

No Further Negative Pledges. The Credit Parties will not permit any Consolidated Party to enter into, assume or become subject to any agreement prohibiting or otherwise restricting the existence of any Lien upon any of its Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Credit Party Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such Property is given as security for the Credit Party Obligations, except (a) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(c), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (b) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(f) or 8.1(k), (c) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, Lien and (d) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 8.5, pending the consummation of such sale and (e) pursuant to applicable law and other customary conditions and restrictions contained in any agreement, document or instrument relating to the formation, operation and regulatory requirements or limitations related to the Insurance Subsidiarysale.

Appears in 1 contract

Sources: Credit Agreement (Amn Healthcare Services Inc)

No Further Negative Pledges. The Credit Parties will not permit the Parent or any Consolidated Party to enter into, assume or become subject to any agreement prohibiting or otherwise restricting the existence creation or assumption of any Lien upon any of its Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Credit Party ObligationsProperty, whether now owned or hereafter acquired, or requiring the grant of any security for any such obligation if such Property security is given as security for the Credit Party Obligationssome other obligation, except (a) pursuant to this Credit Agreement and the other Credit Documents, (b) pursuant to the Recapitalization Documents, in each case as in effect as of the Closing Date, (c) any document or instrument governing Indebtedness incurred pursuant permitted under Section 8.1, provided that the encumbrances and restrictions relating to the Parent or any Consolidated Party in such document or instrument (i) permit the Liens arising under the Collateral Documents and/or contemplated by the terms of Section 8.1(c)7.12 and Section 7.13 and (ii) are no more restrictive than the corresponding encumbrances and restrictions contained in the Credit Documents, (d) the agreement for any lease by the Parent or a Consolidated Party permitted hereunder, provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewithsubject to such lease, (be) pursuant any agreement relating to a sale of Property by the Parent or a Consolidated Party permitted under this Credit Agreement, provided that any document such restriction contained therein relates only to the Property subject to such agreement or instrument governing Indebtedness incurred pursuant to Section 8.1(f(f) or 8.1(k), (c) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (d) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 8.5, pending the consummation of such sale and (e) pursuant to applicable law and other customary conditions and restrictions contained in any agreement, document or instrument relating to the formation, operation and regulatory requirements or limitations related to the Insurance Subsidiary.

Appears in 1 contract

Sources: Credit Agreement (Cluett Peabody & Co Inc /De)

No Further Negative Pledges. The Credit Parties will not permit any Consolidated Party to enter into, assume or become subject to any agreement prohibiting or otherwise restricting the existence of any Lien upon any of its Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Credit Party Obligations, whether now owned or hereafter acquired, 105 or requiring the grant of any security for any obligation if such Property is given as security for the Credit Party Obligations, except (a) pursuant to in connection with any document or instrument governing Indebtedness incurred pursuant to Section 8.1(c), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (b) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(f) or 8.1(k), (c) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (dc) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 8.5Permitted Asset Disposition, pending the consummation of such sale and sale, (d) customary non-assignment provisions in contracts, (e) pursuant the documentation governing or evidencing the Subordinated Notes, (f) agreements entered into by to applicable law and other customary conditions and restrictions contained Foreign Subsidiaries or (g) Property consisting of Capital Stock in any agreement, document or instrument relating to the formation, operation and regulatory requirements or limitations related to the Insurance SubsidiaryJoint Ventures.

Appears in 1 contract

Sources: Credit Agreement (Agrilink Foods Inc)