Restrictions on Liens. The Borrower and each Guarantor will not (i) create or incur or suffer to be created or incurred or to exist any Lien upon any of the Collateral, or upon the income or profits therefrom; (ii) transfer any of such Collateral or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt or performance of any other obligation in priority to payment of its general creditors; (iii) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (iv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Debt or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (v) sell, assign, pledge or otherwise transfer any Collateral, with or without recourse; provided that the Borrower may create or incur or suffer to be created or incurred or to exist (the “Permitted Liens”): (a) liens to secure taxes, assessments and other government charges in respect of obligations not overdue or liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue; (b) deposits or pledges made in connection with, or to secure payment of, workmen’s compensation, unemployment insurance, old age pensions or other social security obligations; (c) liens on properties in respect of judgments or awards, the Debt with respect to which is permitted by Section 8.2(e); (d) encumbrances on real estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens under leases to which the Borrower or any Guarantor is a party, and other minor liens or encumbrances none of which in the opinion of the Borrower and such Guarantor interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and such Guarantor, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower or such Guarantor; and (e) liens securing Debt permitted under Section 8.2(b).
Appears in 4 contracts
Sources: Loan and Security Agreement (Healthy Choice Wellness Corp.), Loan and Security Agreement (Healthy Choice Wellness Corp.), Loan and Security Agreement (Healthier Choices Management Corp.)
Restrictions on Liens. The Borrower and each Guarantor will not (i) create or incur Create, incur, assume or suffer to be created or incurred or to exist any Lien upon any of the Collateral, or upon the income or profits therefrom; (ii) transfer any of such Collateral or the income or profits therefrom for the purpose of subjecting the same with respect to the payment of Debt or performance of any other obligation in priority to payment of its general creditors; (iii) acquire, or agree or have an option to acquire, any property or assets upon conditional sale (real or other title retention personal, tangible or purchase money security intangible, including, without limitation, the Borrowing Base Properties), whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, device or arrangement; (iv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Debt or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, contingent or otherwise, be given to repurchase such property or assets (including sales of accounts receivable with recourse) or assign any priority whatsoever over its general creditors; right to receive income or (v) sellpermit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute, assignor grant rights with respect to, pledge or otherwise encumber or create a security interest in, such property or assets (including, without limitation, any item of Collateral) or any portion thereof or any other revenues therefrom or the proceeds payable upon the sale, transfer or other disposition of such property or asset or any Collateralportion thereof, with or without recourse; provided that the Borrower may create or incur permit or suffer any such action to be created or incurred or to exist taken, except the following (the singly and collectively, “Permitted Liens”):
(a) liens 8.2.1 Liens created by the Loan Documents;
8.2.2 Liens to secure Permitted Debt that by the terms of Section 8.4 is permitted to be secured, provided that (x) the Borrower will be in compliance with the Financial Covenants considering the consequences of the granting of any such Lien and (y) no such Lien shall be secured by any Borrowing Base Property, the ownership interest in any Borrowing Base Property Owner, or any other assets of any Borrowing Base Property Owner;
8.2.3 Liens for taxes, assessments or other governmental charges not yet delinquent or which are being diligently contested in good faith and other government charges by appropriate proceedings, if (x) to the extent such contest concerns a Borrowing Base Property, reasonable reserves in an amount not less than the tax, assessment or governmental charge being so contested shall have been established in a manner reasonably satisfactory to the Administrative Agent or deposited in cash (or cash equivalents) with the Administrative Agent to be held during the pendency of such contest, or such contested amount shall have been duly bonded in accordance with applicable law, (y) no imminent risk of sale, forfeiture or loss of any interest in any Borrowing Base Property or the Collateral or any part thereof arises during the pendency of such contest and (z) such contest does not have and could not reasonably be expected to have a Material Adverse Effect;
8.2.4 Liens in respect of obligations property or assets imposed by law, which do not overdue or liens on properties to secure claims for laborDebt, such as judgment Liens (provided such judgment Liens do not cause the occurrence of an Event of Default under Section 10.1), carriers’, warehousemen’s, material men’s and mechanics’ liens and other similar Liens arising in the ordinary course of business, (x) which, except for such judgment Liens, do not in the aggregate materially detract from the value of any property or supplies assets or have, and could not reasonably be expected to have, a Material Adverse Effect, (y) which, except for such judgment Liens, are being contested in respect good faith by appropriate proceedings, which proceedings have the effect of obligations preventing the forfeiture or sale of the property or assets subject to any such Lien, and (z) which as to any Borrowing Base Property do not overdue;
(b) deposits or pledges made have a lien priority prior to the Lien in connection withfavor of the Administrative Agent, or to secure payment offor the benefit of the Lenders, workmen’s compensation, unemployment insurance, old age pensions or other social security obligations;
(c) liens on properties in respect of judgments or awards, the Debt with respect to which is permitted by Section 8.2(e)the Obligations, including, without limitation, any future Loan Advances;
(d) encumbrances on real estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real 8.2.5 Personal property and defects and irregularities in the title thereto, landlord’s or lessor’s liens under financing leases to which the Borrower or any Guarantor is a party, and other minor liens or encumbrances none of which in the opinion of the Borrower and such Guarantor interferes materially with the use of the property affected entered into in the ordinary conduct course of the business of the Borrower with respect to equipment, fixtures, furniture, furnishings and such Guarantor, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower or such Guarantor; and
(e) liens securing Debt permitted under Section 8.2(b)similar assets.
Appears in 3 contracts
Sources: Loan Agreement (Cedar Shopping Centers Inc), Loan Agreement (Cedar Shopping Centers Inc), Loan Agreement (Cedar Shopping Centers Inc)
Restrictions on Liens. The Borrower will not, and each Guarantor will not permit any of the other Transaction Parties to, (i) create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of the Collateralits property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (ii) transfer any of such Collateral property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iii) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (iv) suffer to exist for a period of more than thirty sixty (3060) days after the same shall have been incurred any Debt Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (v) sell, assign, pledge or otherwise transfer any Collateralaccounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse; provided PROVIDED that the Borrower and any of the other Transaction Parties may create or incur or suffer to be created or incurred or to exist (the “Permitted Liens”):exist:
(a) liens in favor of the Borrower on all or part of the assets of any of the other Transaction Parties securing Indebtedness permitted by ss.
9.1 and owing by such other Transaction Parties to the Borrower;
(b) liens to secure taxes, assessments and other government charges in respect of obligations not overdue or liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue;
(bc) deposits or pledges made in connection with, or to secure payment of, workmen’s 's compensation, unemployment insurance, old age pensions or other social security obligations;
(cd) liens on properties in respect of judgments or awards, the Debt Indebtedness with respect to which is permitted by Section 8.2(ess.9.1(d);
(de) liens of carriers, warehousemen, mechanics and materialmen, and other like liens on properties in existence less than 120 days from the date of creation thereof in respect of obligations not overdue;
(f) encumbrances on real estate Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s 's or lessor’s 's liens under leases to which the Borrower or any Guarantor of the other Transaction Parties is a party, and other minor liens or encumbrances none of which in the opinion of the Borrower and such Guarantor interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and such Guarantorthe other Transaction Parties, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower individually or of the Borrower and the other Transaction Parties on a consolidated basis;
(g) liens existing on the date hereof and listed on SCHEDULE 9.2 hereto;
(h) purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by ss.9.1(g), incurred in connection with the acquisition of such Guarantorproperty, which security interests or mortgages cover only the real or personal property so acquired; and
(ei) liens securing Debt permitted under Section 8.2(b)on any Margin Stock held by the Borrower or the other Transaction Parties.
Appears in 3 contracts
Sources: Revolving Credit Agreement (Hadco Acquisition Corp Ii), Revolving Credit Agreement (Hadco Corp), Revolving Credit Agreement (Hadco Acquisition Corp Ii)
Restrictions on Liens. The Borrower Company will not, and each Guarantor will not cause, permit, or suffer any of its Consolidated Subsidiaries to (ia) create or incur incur, or cause, permit, or suffer to be created or incurred or to exist exist, any Lien upon any of the Collateralits property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (iib) transfer any of such Collateral property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iiic) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device device, or arrangement; (ivd) suffer to exist any Indebtedness or claim or demand for a period of more than thirty (30) days after time such that the same shall have been incurred any Debt or claim or demand against it that if unpaid might by law Government Mandate or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (ve) sell, assign, pledge pledge, or otherwise transfer any Collateralaccounts, contract rights, general intangibles, chattel paper, or instruments, with or without recourse, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; provided that the Borrower Company and any Subsidiary of the Company may create or incur incur, or cause, permit, or suffer to be created or incurred or to exist (the “Permitted Liens”):exist:
(ai) liens Liens imposed by Government Mandate to secure taxes, assessments assessments, and other government charges in respect of obligations not overdue or liens on properties to secure claims for laborwhich are being contested in good faith and by appropriate proceedings diligently conducted, material or supplies if adequate reserves are maintained in accordance with GAAP;
(ii) statutory Liens of carriers, warehousemen, mechanics, suppliers, laborers, and materialmen, and other like Liens in the ordinary course of business, in each case in respect of obligations not overdueoverdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAP;
(biii) Liens arising out of pledges or deposits or pledges made in the ordinary course of business in connection with, or to secure payment of, workmen’s with workers’ compensation, unemployment insurance, old age pensions or insurance and other social security obligationslegislation, other than any Lien imposed by ERISA;
(civ) liens Liens on properties deposits to secure performance of bids or performance bonds and other similar Liens, in respect the ordinary course of judgments or awards, the Debt with respect to which is permitted by Section 8.2(e)business;
(dv) encumbrances Liens on real estate Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and property, defects and irregularities in the title thereto, landlord’s or lessor’s liens under leases to which the Borrower or any Guarantor is a party, and other minor liens or encumbrances Liens, provided, none of which such Liens in the reasonable opinion of the Borrower and such Guarantor Company interferes materially with the use of the affected property affected in the ordinary conduct of the business of the Borrower Company and its Subsidiaries;
(vi) the rights and interests of landlords and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, as lessee;
(vii) Liens outstanding on the Closing Date and set forth on Schedule 7.3;
(viii) Liens in favor of either the Company or a Consolidated Subsidiary on all or part of the assets of any Subsidiary of the Company securing Indebtedness owing by such GuarantorSubsidiary to the Company or such Consolidated Subsidiary, which defects do not individually as the case may be;
(ix) Liens on interests of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint venture;
(x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device);
(xi) Liens securing purchase money Indebtedness so long as such Liens are only on the asset acquired with such purchase money Indebtedness and secure only the Indebtedness incurred to purchase such asset;
(xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities of the Broker-Dealer Subsidiaries;
(xiii) Liens in favor of the Administrative Agent or any Bank to secure the Obligations;
(xiv) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into in the aggregate have a materially adverse effect on ordinary course of business;
(xv) banker’s Liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions in the business ordinary course of the Borrower or such Guarantorbusiness; and
(exvi) liens Liens (in addition to those specified in clauses (i) through (xv) above) securing Debt permitted under Section 8.2(bIndebtedness in an aggregate amount for the Company and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged to the Administrative Agent its coverage obligation in writing).
Appears in 3 contracts
Sources: Revolving Credit Agreement (Alliancebernstein Holding L.P.), Revolving Credit Agreement (Alliancebernstein Holding L.P.), Revolving Credit Agreement (Alliancebernstein L.P.)
Restrictions on Liens. The Borrower Company will not, and each Guarantor will not permit any Subsidiary (iother than any Foreign Subsidiary) to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of the Collateralits property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (iib) transfer any of such Collateral property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iiic) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (iv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Debt or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (vd) sell, assign, pledge or otherwise transfer any Collateral, "receivables" as defined in clause (g) of the definition of the term "Indebtedness," with or without recourserecourse (except the conversion or exchange of accounts receivable into or for notes receivable in connection with the compromise or collection thereof, or as otherwise permitted by 10.5.2); provided that the Borrower Company or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist (the “Permitted Liens”):exist:
(ai) liens Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or liens on properties to secure claims for labor, material or supplies supplies, but only to the extent that and so long as the payment thereof shall not at the time be required to be made in respect of obligations not overdueaccordance with 9.9 hereof;
(bii) deposits or pledges made in connection with, or to secure payment of, workmen’s worker's compensation, unemployment insurance, old age pensions or other social security or insurance-related obligations, or to secure the performance of bids, tenders, contracts (other than those relating to borrowed money) or leases (other than Capitalized Leases), or to secure statutory obligations or surety or appeal bonds, or to secure indemnity, performance or other similar bonds or obligations required in the ordinary course of business;
(ciii) liens on properties Liens in respect of judgments or awardsawards that have been in force for less than the applicable appeal period so long as execution is not levied thereunder or in respect of which the Company or the appropriate Subsidiary of the Company shall at the time in good faith be prosecuting an appeal or a proceeding for review and in respect of which a stay of execution shall have been obtained pending such appeal or review;
(iv) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens arising in the Debt ordinary course of business, in existence less than one hundred twenty (120) days from the date of creation thereof in respect of obligations not overdue or being contested in good faith by appropriate proceedings, with respect to which is permitted by Section 8.2(e)obligations the Company has set aside on its books reserves in accordance with GAAP;
(dv) encumbrances on real estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s 's or lessor’s 's liens under leases to which the Borrower Company or any Guarantor a Subsidiary of the Company is a party, and other minor liens or encumbrances Liens, none of which in the opinion of the Borrower and such Guarantor Company interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower Company and such Guarantorits Subsidiaries, which defects do not individually or in the aggregate have a materially material adverse effect on the business of the Borrower Hasbro Companies, considered as a whole;
(vi) Liens consisting of purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money Indebtedness incurred in connection with the acquisition of such property or Capitalized Leases, which Liens cover only the real or personal property so acquired or leased provided that the aggregate amount of Indebtedness secured by such Liens and Capitalized Leases does not exceed $50,000,000 outstanding at any time;
(vii) Liens existing on the date hereof and listed on Schedule 10.2 hereto;
(viii) Liens securing the Secured Obligations in favor of the Agent for the benefit of the Banks and the Agent;
(ix) Liens on the property or assets of a Person which becomes a Subsidiary of the Company after the date hereof securing Indebtedness of such Subsidiary permitted under 10.1 provided that (i) such Liens existed at the time such Person became such a Subsidiary and were not created in anticipation thereof and (ii) any such Lien is not spread to cover any property or assets of such Person after the time such person becomes a Subsidiary;
(x) Liens (not otherwise permitted hereunder) which secure obligations not exceeding $15,000,000 in aggregate amount at any time outstanding;
(xi) Liens existing on assets or properties at the time of the acquisition thereof by the Company or any Subsidiary of the Company which were not created in anticipation of the acquisition thereof by the Company or such GuarantorSubsidiary, and which do not materially interfere with the use, occupancy, operation and maintenance of the property or assets subject thereto or extend to or cover any assets or property of the Company or such Subsidiary other than the assets or property being acquired or secure any Indebtedness not permitted under 10.1;
(xii) any encumbrance or restriction (including, without limitation, put and call agreements and transfer restrictions, but not pledges) with respect to the Capital Stock of any joint venture or similar arrangement created pursuant to the joint venture or similar agreements with respect to such joint venture or similar arrangement; and
(exiii) liens securing Debt permitted a Lien on the shares of Capital Stock of Infogrames and other Collateral covered by the Company Stock Pledge Agreement to secure the Company's obligations under Section 8.2(b)a collar or other hedging agreement between the Company and a third party reasonably satisfactory to the Agent to hedge against fluctuations in the price of such shares provided that (A) such agreement is on terms and conditions reasonably satisfactory to the Agent, (B) such Lien is limited to the Collateral covered by the Company Stock Pledge Agreement, and (C) the Agent, for the benefit of the holders of Secured Obligations, has (x) a perfected second priority security interest in and Lien upon such shares (subject to Permitted Liens entitled to priority under applicable law) and (y) a perfected security interest in the Company's rights under such agreement.
Appears in 2 contracts
Sources: Line of Credit Agreement (Hasbro Inc), Revolving Credit Agreement (Hasbro Inc)
Restrictions on Liens. The Borrower and each Guarantor (a) So long as any Securities are outstanding, the Company will not issue, assume, guarantee or permit to exist after the Release Date any Debt secured by any Lien on any Operating Property of the Company, whether owned at the date of this Indenture or thereafter acquired, without in any such case effectively securing the outstanding Securities (together with, if the Company shall so determine, any other Debt of or guaranteed by the Company ranking equally with, the Securities) equally and ratably with such Debt (but only so long as such Debt is so secured); PROVIDED, HOWEVER, that the foregoing restriction shall not apply to Debt secured by any of the following:
(i) create or incur or suffer Liens on any Operating Property existing at the time of acquisition thereof (which Liens may also extend to be created or incurred or subsequent repairs, alterations and improvements to exist any Lien upon any of the Collateral, or upon the income or profits therefrom; such Operating Property);
(ii) transfer any Liens on operating property of a corporation existing at the time such corporation is merged into or consolidated with the Company, or at the time of a sale, lease, or other disposition of the properties of such Collateral corporation or a division thereof as an entirety or substantially as an entirety to the Company;
(iii) Liens on Operating Property to secure all or part of the cost of acquiring, constructing, developing, or substantially repairing, altering, or improving such property, or to secure indebtedness incurred to provide funds for any such purpose or for reimbursement of funds previously expended for any such purpose, provided such Liens are created or assumed contemporaneously with, or within eighteen (18) months after, such acquisition or the income completion of construction, development, or profits therefrom substantial repair, alteration or improvement;
(iv) Liens in favor of any State, or any department, agency, or instrumentality or political subdivision of any State, or for the benefit of holders of securities issued by any such entity (or providers of credit enhancement with respect to such securities), to secure any Debt (including, without limitation, obligations of the Company with respect to industrial development, pollution control or similar revenue bonds) incurred for the purpose of subjecting financing all or any part of the purchase price or the cost of constructing, developing, or substantially repairing, altering, or improving Operating Property of the Company;
(v) Any Lien created by any Substituted Mortgage Indenture securing Substituted Collateral Bonds;
(vi) Any extension, renewal or replacement (or successive extensions, renewals, or replacements), in whole or in part, of any Lien referred to in the foregoing clauses (i) to (v), inclusive; PROVIDED, HOWEVER, that the principal amount of Debt secured thereby and not otherwise authorized by said clauses (i) to (v), inclusive, shall not exceed the principal amount of Debt, plus any premium or fee payable in connection with any such extension, renewal, or replacement, so secured at the time of such extension, renewal, or replacement.
(b) Notwithstanding the provisions of Section 11.10(a), the Company may issue, assume, or guarantee Debt, or permit to exist after the Release Date any Debt, in each case, secured by Liens which would otherwise be subject to the restrictions of Section 11.10(a) up to an aggregate principal amount that, together with the principal amount of all other Debt of the Company secured by Liens (other than Liens permitted by Section 11.10(a) that would otherwise be subject to any of the foregoing restrictions) and the Value of all Sale and Lease-Back Transactions in existence at such time (other than (i) any Sale and Lease-Back Transaction that, if such Sale and Lease-Back Transaction had been a Lien, would have been permitted by Section 11.10(a), (ii) Sale and Lease-Back Transactions permitted by Section 11.11 because the commitment by or on behalf of the purchaser was obtained no later than eighteen (18) months after the later of events described in (i) or (ii) of Section 11.11, and (iii) Sale and Lease-Back Transactions as to which application of amounts have been made in accordance with clause (z) of Section 11.11), does not at the time exceed the greater of ten percent (10%) of Net Tangible Assets or ten percent (10%) of Capitalization.
(c) If the Company shall issue, assume, or guarantee any Debt secured by any Lien and if Section 11.10
(a) requires that the outstanding Securities be secured equally and ratably with such Debt, the Company will promptly execute, at its expense, any instruments necessary to so equally and ratably secure the outstanding Securities and deliver the same to the payment of Debt or performance of any other obligation in priority to payment of its general creditors; (iii) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (iv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Debt or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (v) sell, assign, pledge or otherwise transfer any Collateral, with or without recourse; provided that the Borrower may create or incur or suffer to be created or incurred or to exist (the “Permitted Liens”):
(a) liens to secure taxes, assessments and other government charges in respect of obligations not overdue or liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue;
(b) deposits or pledges made in connection Trustee along with, or to secure payment of, workmen’s compensation, unemployment insurance, old age pensions or other social security obligations;
(c) liens on properties in respect of judgments or awards, the Debt with respect to which is permitted by Section 8.2(e);
(d) encumbrances on real estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens under leases to which the Borrower or any Guarantor is a party, and other minor liens or encumbrances none of which in the opinion of the Borrower and such Guarantor interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and such Guarantor, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower or such Guarantor; and
(e) liens securing Debt permitted under Section 8.2(b).:
Appears in 2 contracts
Sources: Indenture (Wisconsin Public Service Corp), Indenture (Wisconsin Public Service Corp)
Restrictions on Liens. The Borrower will not, and each Guarantor will not permit --------------------- any of its Subsidiaries to, (ia) create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of the Collateralits property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (iib) transfer any of such Collateral property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iiic) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (ivd) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Debt Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (ve) sell, assign, pledge or otherwise transfer any Collateral, "receivables" as defined in clause (g) of the definition of the term "Indebtedness," with or without recourse; or (f) enter into or permit to exist any arrangement or agreement, enforceable under applicable law, which directly or indirectly prohibits the Borrower or any of its Subsidiaries from creating or incurring any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest other than in favor of the Agent for the benefit of the Banks and the Agent under the Loan Documents and other than customary anti-assignment provisions in leases and licensing agreements entered into by the Borrower or such Subsidiary in the ordinary course of its business, provided that the Borrower or any of its Subsidiaries may create or incur or -------- suffer to be created or incurred or to exist (the “Permitted Liens”):exist:
(ai) liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower;
(ii) liens to secure taxes, assessments and other government charges in respect of obligations not overdue or liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue;
(biii) deposits or pledges made in connection with, or to secure payment of, workmen’s 's compensation, unemployment insurance, old age pensions or other social security obligationsobligations or deposits made in connection with performance bonds obtained in the ordinary course of business;
(civ) liens on properties in respect of judgments or awards, awards that have been in force for less than the Debt with applicable period for taking an appeal so long as execution is not levied thereunder or in respect to of which is permitted by Section 8.2(e)the Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review;
(dv) liens of carriers, warehousemen, mechanics and materialmen, and other like liens, in existence less than 120 days from the date of creation thereof in respect of obligations not overdue;
(vi) encumbrances on real estate Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s 's or lessor’s 's liens under leases to which the Borrower or any Guarantor a Subsidiary of the Borrower is a party, and other minor liens or encumbrances none of which in the opinion of the Borrower and such Guarantor interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and such Guarantorits Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect Material Adverse Effect;
(vii) liens existing on the business date hereof and listed on Schedule 10.2 -------- ---- hereto;
(viii) purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money Indebtedness of the Borrower type and amount permitted by (S)10.1(d), incurred in connection with the acquisition of such property, which security interests or such Guarantormortgages cover only the real or personal property so acquired and liens in favor of lessors under Capitalized Leases on assets subject to Capitalized Leases permitted by (S)10.1(d) hereof;
(ix) liens in favor of the Agent for the benefit of the Banks and the Agent under the Loan Documents; and
(ex) liens securing Debt to secure Indebtedness of the type and amount permitted under Section 8.2(bby (S)10.1(g).
Appears in 2 contracts
Sources: Revolving Credit and Term Loan Agreement (Mapics Inc), Revolving Credit and Term Loan Agreement (Mapics Inc)
Restrictions on Liens. (a) The Borrower Company will not, and each Guarantor will not permit any Restricted Subsidiary of the Company to, Incur any Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property of the Company or a Restricted Subsidiary, whether such shares of stock, Indebtedness or other obligations of a Subsidiary or Principal Property is owned at the date of the Indenture or thereafter acquired, without in any such case effectively providing that all the Securities will be directly secured equally and ratably with such Lien.
(ib) create The foregoing restrictions will not apply to:
(1) the Incurrence of any Lien on any shares of stock, Indebtedness or incur other obligations of a Subsidiary or suffer any Principal Property acquired after the date of the Indenture (including acquisitions by way of merger or consolidation) by the Company or a Restricted Subsidiary contemporaneously with such acquisition, or within 120 days thereafter, to be created secure or incurred provide for the payment or to exist financing of any part of the purchase price thereof, or the assumption of any Lien upon any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property acquired after the date of the CollateralIndenture existing at the time of such acquisition, or upon the income acquisition of any shares of stock, Indebtedness or profits therefrom; other obligations of a subsidiary or any Principal Property subject to any Lien without the assumption thereof, PROVIDED that every such Lien referred to in this clause (ii1) transfer any of such Collateral or the income or profits therefrom for the purpose of subjecting the same shall attach only to the payment shares of Debt or performance of any other obligation in priority to payment of its general creditors; (iii) acquirestock, or agree or have an option to acquire, any property or assets upon conditional sale Indebtedness or other title retention obligations of a Subsidiary or purchase money security agreement, device or arrangement; (iv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Debt or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (v) sell, assign, pledge or otherwise transfer any Collateral, with or without recourse; provided that the Borrower may create or incur or suffer to be created or incurred or to exist (the “Permitted Liens”):
(a) liens to secure taxes, assessments Principal Property so acquired and other government charges in respect of obligations not overdue or liens on properties to secure claims for labor, material or supplies in respect of obligations not overduefixed improvements thereon;
(b2) deposits any Lien on any shares of stock, Indebtedness or pledges made other obligations of a Subsidiary or any Principal Property existing at the date of the Indenture;
(3) any Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property in favor of the Company or any Restricted Subsidiary;
(4) any Lien on Principal Property being constructed or improved securing loans to finance such construction or improvements;
(5) any Lien on shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property Incurred in connection withwith the issuance of tax exempt government obligations; and
(6) any renewal of or substitution for any Lien permitted by any of the preceding clauses (1) through (5), PROVIDED, in the case of a Lien permitted under clause (1), (2) or (4), the debt secured is not increased nor the Lien extended to secure payment of, workmen’s compensation, unemployment insurance, old age pensions or other social security obligations;any additional assets.
(c) liens on properties in respect of judgments or awardsNotwithstanding the foregoing, the Debt with respect Company or any Restricted Subsidiary may create or assume Liens in addition to which is those permitted by clauses (1) through (6), and renew, extend or replace such Liens, provided that at the time of such creation, assumption, renewal, extension or replacement of such Lien, and after giving effect thereto, together with any sale and leaseback transactions permitted under Section 8.2(e);1006(b) hereof, Exempted Debt does not exceed 20% of Consolidated Net Tangible Assets.
(d) encumbrances For the purposes of this Section 1005 and Section 1006, the giving of a guarantee which is secured by a Lien on real estate consisting any shares of easementsstock, rights Indebtedness or other obligations of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens under leases to which the Borrower a Subsidiary or any Guarantor is a partyPrincipal Property, and the creation of a Lien on any shares of stock, Indebtedness or other minor liens obligations of a Subsidiary or encumbrances none any Principal Property to secure Indebtedness that existed prior to the creation of which such Lien, shall be deemed to involve the creation of Indebtedness in an amount equal to the opinion of the Borrower and principal amount guaranteed or secured by such Guarantor interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and such Guarantor, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower or such Guarantor; and
(e) liens securing Debt permitted under Section 8.2(b)Lien.
Appears in 2 contracts
Sources: Indenture (Republic Services Inc), Indenture (Republic Services Inc)
Restrictions on Liens. The Borrower and each Guarantor will not (i) not, nor will the Borrower permit any of its Subsidiaries to, create or incur or suffer to be created or incurred or to exist any Lien upon any of the Collateral, or upon the income or profits therefrom; (ii) transfer any of such Collateral or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt or performance of any other obligation in priority to payment of its general creditors; (iii) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (iv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Debt or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (v) sell, assign, pledge or otherwise transfer any Collateral, with or without recourseLien; provided that the Borrower and any Subsidiary of the Borrower may create or -------- incur or suffer to be created or incurred or to exist (the “Permitted Liens”):exist:
(a) liens Liens (other than Liens on Mortgaged Properties) in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower;
(b) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or liens on properties to secure claims for labor, material or supplies to the extent that payment therefor shall not at the time be required to be made in respect accordance with the provisions of obligations not overdue(S)9.8;
(bc) deposits or pledges made in connection with, or to secure payment of, workmen’s 's compensation, unemployment insurance, old age pensions or other social security obligations;
(cd) liens Liens on properties in respect of judgments or awards, the Debt Indebtedness with respect to which is permitted by Section 8.2(e(S)10.1(d);
(de) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of (S)9.8;
(f) encumbrances on real estate Real Estate consisting of leases, licenses, easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s 's or lessor’s 's liens under leases to which the Borrower or any Guarantor a Subsidiary of the Borrower is a party, and other minor liens or encumbrances none of which in the opinion of the Borrower and such Guarantor interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and such Guarantorits Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower individually or of the Borrower and its Subsidiaries on a consolidated basis;
(g) Liens existing on the date hereof and listed on Schedule 10.2 -------- ---- hereto;
(h) subject to the limitation set forth in (S)4.4.1 hereof, purchase money security interests in or purchase money liens on real or personal property other than Mortgaged Properties acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by (S)10.1(q), incurred in connection with the acquisition of such Guarantorproperty, which security interests or liens cover only the real or personal property so acquired; provided, however, to the extent all or any portion of such -------- ------- Indebtedness is in excess of the aggregate outstanding principal amount of $5,000,000 at any time, such security interest and/or lien shall be subordinated to the liens and security interests of the Agent on terms acceptable to the Agent, and such liens shall only be permitted to be incurred to the extent no Default or Event of Default has occurred and is continuing or would exist as a result of such incurrence;
(i) subject to the limitation set forth in (S)4.4.1 hereof, security interests in or liens on Capital Assets acquired after the date hereof to secure the Indebtedness of the type and amount permitted by (S)10.1(r), incurred in connection with the acquisition of such property, which security interests or liens cover only all or any portion of the Capital Asset so acquired, and such liens shall only be permitted to be incurred to the extent no Default or Event of Default has occurred and is continuing or would exist as a result of such incurrence;
(j) Liens on each Mortgaged Property as and to the extent permitted by the Mortgage applicable thereto;
(k) interests of lessors under leases permitted by (S)10.1(g) or (S)11.5;
(l) Liens in favor of the Agent for the benefit of the Banks and the Agent under the Loan Documents;
(m) Liens securing refinancing Indebtedness permitted under (S)10.1(s) hereof, but only to the extent that the Indebtedness so refinanced was secured, and only covering assets which secured the Indebtedness being refinanced;
(n) Liens (other than Liens on Mortgaged Properties) to secure the performance of tenders, bids, surety or performance bonds and other similar obligations incurred in the ordinary course of business consistent with past practices;
(o) Liens in respect of any transfer of certain credit card receivables solely for the purpose of facilitating collection on behalf of the Borrower and for the Borrower's account on such receivables;
(p) Liens in respect of fuel swaps and other hedging arrangements as permitted by (S)10.1(l) hereof;
(q) interest of lessees under leases;
(r) Liens on equipment purchased as permitted by (S)10.1(t) hereof; and
(es) liens securing Debt Liens on assets sold which were created solely by virtue of an asset sale permitted under Section 8.2(b)by (S)10.5.2.
Appears in 2 contracts
Sources: Revolving Credit and Term Loan Agreement (Petro Stopping Centers Holdings Lp), Revolving Credit and Term Loan Agreement (Petro Stopping Centers L P)
Restrictions on Liens. The Borrower Except with respect to the Senior Debt and each Guarantor the Liens securing the Senior Debt, the Borrowers will not, and will not permit any Loan Party to, (i) create or incur or suffer to be created or incurred or to exist any Lien upon any of the Collateralits Property, or upon the income or profits therefrom; (ii) transfer any of such Collateral Property or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt or performance of any other obligation in priority to payment of its general creditors; (iii) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (iv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Debt or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (v) sell, assign, pledge or otherwise transfer any Collateralaccounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse; provided that the Borrower a Loan Party may create or incur or suffer to be created or incurred or to exist (the “Permitted Liens”"PERMITTED LIENS"):
(a) liens to secure taxes, assessments and other government charges in respect of obligations not overdue or liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue;
(b) deposits or pledges made in connection with, or to secure payment of, workmen’s 's compensation, unemployment insurance, old age pensions or other social security obligations;
(c) liens on properties in respect of judgments or awards, the Debt with respect to which is permitted by Section 8.2(e8.2(d);
(d) encumbrances on real estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property Property and defects and irregularities in the title thereto, landlord’s 's or lessor’s 's liens under leases to which the Borrower or any Guarantor Loan Party is a party, and other minor liens or encumbrances none of which in the opinion of the Borrower and such Guarantor Lender interferes materially with the use of the property Property affected in the ordinary conduct of the business of the Borrower and such GuarantorLoan Party, which defects do not individually or in the aggregate have a materially adverse effect Material Adverse Effect on the business of a Loan Party individually or of the Borrower or such GuarantorLoan Parties on a consolidated basis;
(e) purchase money security interests incurred in the ordinary course; and
(ef) liens securing the Senior Debt permitted under Section 8.2(b)the Existing Senior Facility and the WHX Subordinated Loan.
Appears in 2 contracts
Sources: Loan and Security Agreement (Steel Partners Ii Lp), Loan and Security Agreement (WHX Corp)
Restrictions on Liens. The Borrower and each Guarantor Company will not not, directly or indirectly, (i) create or incur or suffer to be created or incurred or to exist any Lien encumbrance, mortgage, pledge, lien, charge or other security interest of any kind upon any of the Collateralits property or assets of any character, whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii) enter into or permit to exist any arrangement or agreement which prohibits it from creating such encumbrances, mortgages, pledges, liens, charges or other security interests; or (iii) transfer any of such Collateral property or the income or profits therefrom assets for the purpose purposes of subjecting the same to the payment of Debt Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (iiiiv) acquire, acquire or agree or have an option to acquire, acquire any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangementarrangement (including a Capitalized Lease); or (ivv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Debt or claim or demand Indebtedness against it that which if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (vvi) sell, assign, pledge or otherwise transfer for security any Collateralof its accounts, contract rights, general intangibles, or chattel paper, with or without recourserecourse (the foregoing items or actions listed in clauses (i) through (vi) above being sometimes referred to collectively herein as "Liens"); provided provided, however, that the Borrower Company may create or incur or suffer to be created or incurred or to exist (the “following Liens, which shall be "Permitted Liens”):":
7.7.1. Liens which secure the Loan Obligations.
7.7.2. With respect to property of the Company existing or created at the time of acquisition thereof, and the renewal, extension and refunding of any such Lien in an amount not exceeding the amount thereof remaining unpaid immediately prior to such renewal, extension or refunding; provided, however, that the principal amount of Indebtedness (a) liens to secure taxes, assessments and other government charges including Indebtedness in respect of obligations Capitalized Lease Obligations) secured by each such Lien in each item of property shall not overdue exceed the cost (including all such Indebtedness secured thereby, whether or liens on properties not assumed) of the item subject thereto and such Lien shall attach solely to secure claims for laborthe particular item of property so acquired; and provided, material or supplies in respect further, that the aggregate principal amount of obligations all such Indebtedness shall not overdue;exceed the amount permitted by Section 7.5.2 hereof.
(b) deposits 7.7.3. Deposits or pledges made in connection with, or to secure payment of, workmen’s indemnity, performance or similar bonds permitted by Section 7.6.1 hereof.
7.7.4. Liens to secure taxes, assessments and other governmental charges or claims of carriers, warehousemen, mechanics and materialmen and similar claims for labor, material or supplies to the extent that payment thereof shall not at the time be required to be made in accordance with Section 7.1 hereof.
7.7.5. Deposits or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance, old age pensions or other social security obligations;in connection with contests to the extent that payment thereof shall not at that time be required to be made in accordance with Section 7.1 hereof.
(c) liens on properties 7.7.6. Liens in respect of judgments or awards, awards to the Debt with respect to which is extent that such judgments or awards are permitted as Indebtedness by Section 8.2(e);7.5.4 hereof.
(d) encumbrances on real estate consisting 7.7.7. Encumbrances in the nature of zoning restrictions, easements, rights or restrictions of way, zoning restrictions, restrictions record on the use of real property and defects landlord's and irregularities in the title thereto, landlord’s or lessor’s 's liens under leases to which the Borrower or any Guarantor is a partyof movable and immovable property, liens of utilities under pole rental and other minor liens or encumbrances none of which in the opinion of the Borrower similar agreements on cables and such Guarantor interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and such Guarantor, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower or such Guarantor; and
(e) liens securing Debt permitted under Section 8.2(b).other
Appears in 2 contracts
Sources: Loan Agreement (Enstar Income Growth Program Six a L P), Loan Agreement (Enstar Income Growth Program Six B L P)
Restrictions on Liens. The Borrower will not, and each Guarantor will not permit --------------------- any of its Subsidiaries to, (i) create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of the Collateralits property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (ii) transfer any of such Collateral property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iii) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (iv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Debt Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (v) sell, assign, pledge or otherwise transfer any Collateral, "receivables" as defined in clause (vii) of the definition of the term "Indebtedness," with or without recourse; or (vi) enter into or permit to exist any arrangement or agreement, enforceable under applicable law, which directly or indirectly prohibits the Borrower or any of its Subsidiaries from creating or incurring any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest other than in favor of the Agent for the benefit of the Banks and the Agent under the Loan Documents and other than customary anti-assignment provisions in leases and licensing agreements entered into by the Borrower or such Subsidiary in the ordinary course of its business, provided that the Borrower or any of its Subsidiaries may create or incur or -------- suffer to be created or incurred or to exist (the “Permitted Liens”):exist:
(a) liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower;
(b) liens to secure taxes, assessments and other government charges in respect of obligations not overdue or liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue;
(bc) deposits or pledges made in connection with, or to secure payment of, workmen’s 's compensation, unemployment insurance, old age pensions or other social security obligationsobligations or deposits made in connection with performance bonds obtained in the ordinary course of business;
(cd) liens on properties in respect of judgments or awards, awards that have been in force for less than the Debt with applicable period for taking an appeal so long as execution is not levied thereunder or in respect to of which is permitted by Section 8.2(e)the Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review;
(de) liens of carriers, warehousemen, mechanics and materialmen, and other like liens, in existence less than 120 days from the date of creation thereof in respect of obligations not overdue;
(f) encumbrances on real estate Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s 's or lessor’s 's liens under leases to which the Borrower or any Guarantor a Subsidiary of the Borrower is a party, and other minor liens or encumbrances none of which in the opinion of the Borrower and such Guarantor interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and such Guarantorits Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower individually or of the Borrower and its Subsidiaries on a consolidated basis;
(g) liens existing on the date hereof and listed on Schedule 10.2 -------- ---- hereto;
(h) purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by (S)10.1(d), incurred in connection with the acquisition of such Guarantorproperty, which security interests or mortgages cover only the real or personal property so acquired and liens in favor of lessors under Capitalized Leases on assets subject to Capitalized Leases permitted by (S)10.1(d) hereof;
(i) liens in favor of the Agent for the benefit of the Banks and the Agent under the Loan Documents; and
(ej) liens securing Debt to secure Indebtedness of the type and amount permitted under Section 8.2(bby (S)10.1(g).
Appears in 2 contracts
Sources: Revolving Credit and Term Loan Agreement (Mapics Inc), Revolving Credit and Term Loan Agreement (Mapics Inc)
Restrictions on Liens. The Borrower and each Guarantor Apparel Obligors will not (ia) create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of the Collateralits property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (iib) transfer any of such Collateral property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iiic) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (ivd) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Debt Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (ve) sell, assign, pledge or otherwise transfer any Collateralaccounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse; or (f) enter into or permit to exist any arrangement or agreement which directly or indirectly prohibits any Apparel Obligor from creating or incurring any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind, other than pursuant to the Security Documents and Permitted Restrictions; provided that the Borrower Apparel Obligors may create or incur or suffer to be created or incurred or to exist (the “Permitted Liens”):
(a) exist: liens to secure taxes, assessments and other government charges in respect of obligations not overdue or being contested in good faith and with the Apparel Obligors maintaining reserves required under generally accepted accounting principles, or liens on properties other than Real Estate to secure claims for labor, material or supplies in respect of obligations not overdue;
(b) ; deposits or pledges made in connection with, or to secure payment of, workmen’s 's compensation, unemployment insurance, old age pensions or other social security obligations;
(c) ; liens on properties in respect of judgments or awards, the Debt Indebtedness with respect to which is permitted by Section 8.2(ess.9.1(d);
(d) ; liens of carriers, warehousemen, mechanics and materialmen, and other like liens on properties in existence less than 120 days from the date of creation thereof in respect of obligations not overdue; encumbrances on real estate Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s 's or lessor’s 's liens under leases to which the Borrower or any Guarantor such Apparel Obligor is a party, and other minor liens or encumbrances none of which in the opinion of the Borrower and such Guarantor Apparel Obligor interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and such GuarantorApparel Obligor, which defects do not individually or in the aggregate have a materially adverse effect on the business of such Apparel Obligor individually or of such Apparel Obligor on a consolidated basis; liens existing on the Borrower date hereof and listed on Schedule 9.2 hereto; purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by ss.9.1(g), incurred in connection with the acquisition of such Guarantorproperty, which security interests or mortgages cover only the real or personal property so acquired; and
(eencumbrances arising as a result of the operation of Section 503(b) of the Bankruptcy Code; and liens securing Debt permitted in favor of the Administrative Agent for the benefit of the Lenders and the Administrative Agent under Section 8.2(b)the Loan Documents.
Appears in 2 contracts
Sources: Credit Agreement (Baker J Inc), Credit Agreement (Baker J Inc)
Restrictions on Liens. The No Borrower and each Guarantor will not shall, or shall cause or permit any of its Subsidiaries at any time to, create, incur, assume or suffer to exist any mortgage, pledge, security interest, lien or other charge or encumbrance, including the lien or retained security title of a vendor, (“Encumbrances”) upon or with respect to any property or assets, real or personal, of such Borrower, or assign or otherwise convey any right to receive income, except:
(i) create or incur or suffer to be created or incurred or to exist any Lien upon any Encumbrances existing on the date of the Collateral, or upon the income or profits therefromthis Agreement and set forth on Exhibit B attached hereto; or
(ii) transfer any In addition to the Encumbrances referred to in clause (i) hereof, Encumbrances securing Indebtedness for the purchase price of capital assets and capitalized leases to the extent such Indebtedness is permitted by Section 5.5(iii) hereof, provided that (a) each such Encumbrance is given solely to secure the purchase price of such Collateral or the income or profits therefrom for the purpose of subjecting the same property, does not extend to the payment of Debt or performance of any other obligation in priority to payment property and is given at the time of acquisition of the property, and (b) the Indebtedness secured thereby does not exceed the lesser of the cost of such property or its general creditorsfair market value at the time of acquisition; or
(iii) acquireLiens for taxes, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (iv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Debt or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (v) sell, assign, pledge or otherwise transfer any Collateral, with or without recourse; provided that the Borrower may create or incur or suffer to be created or incurred or to exist (the “Permitted Liens”):
(a) liens to secure taxesfees, assessments and other government governmental charges to the extent that payment of the same is not required in respect accordance with the provisions of obligations not overdue or liens on properties Section 5.4 hereof; or
(iv) Encumbrances in favor of the Agent, for the ratable benefit of the Banks; or
(v) Liens of mechanics, laborers, materialmen, carriers and warehousemen arising by operation of law to secure claims payment for labor, material materials, supplies or supplies services incurred in respect the ordinary course of obligations such Borrower’s business, but only if the payment thereof is not overdue;at the time required, such liens are junior to Encumbrances in favor of the Agent and such liens do not, individually or in the aggregate, materially detract from the value or limit the use of any property subject thereto; or
(bvi) deposits or pledges Deposits made in the ordinary course of such Borrower’s business in connection with, or to secure payment of, with workmen’s compensation, unemployment insurance, old age pensions or other social security obligations;
(c) liens on properties in respect of judgments or awardsand other similar laws. In addition, the Debt with respect Borrowers shall not enter into or permit to exist any arrangement or agreement which is permitted by Section 8.2(e);
(d) encumbrances on real estate consisting of easements, rights of way, zoning restrictions, restrictions on directly or indirectly prohibits the use of real property and defects and irregularities Borrowers from creating or incurring any Encumbrance in the title thereto, landlord’s or lessor’s liens under leases to which the Borrower or any Guarantor is a party, and other minor liens or encumbrances none of which in the opinion favor of the Borrower and such Guarantor interferes materially with Agent for the use benefit of the property affected in Banks and the ordinary conduct of Agent under the business of the Borrower and such Guarantor, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower or such Guarantor; and
(e) liens securing Debt permitted under Section 8.2(b)Loan Documents.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Courier Corp), Revolving Credit Agreement (Courier Corp)
Restrictions on Liens. The Borrower will not, and each Guarantor will not permit any of its Subsidiaries to, (ia) create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of the Collateralits property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (iib) transfer any of such Collateral property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iiic) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (ivd) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Debt Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvencyinsolvency under the laws of the United States of America or any state thereof, or otherwise, be given any priority whatsoever over its general creditors; or (ve) sell, assign, pledge or otherwise transfer any Collateralaccounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse; provided that the Borrower and any Subsidiary of the Borrower may create or incur or suffer to be created or incurred or to exist (the “Permitted Liens”):exist:
(ai) liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower;
(ii) liens to secure taxes, assessments and other government charges in respect of obligations not overdue or and liens on properties to secure claims for labor, material or supplies supplies, in each case in respect of obligations not overdueoverdue or which are being contested in good faith and by appropriate proceedings and for which the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto;
(biii) deposits or pledges made in connection with, or to secure payment of, workmenworker’s compensation, unemployment insurance, old age pensions or other social security obligations;
(civ) liens on properties in respect of judgments or awards, awards that have been in force for less than the Debt with applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or such Subsidiary is at the time in good faith prosecuting an appeal and in respect of which a stay of execution shall have been obtained pending such appeal or shall have obtained an unsecured bond sufficient to which is permitted by Section 8.2(e)release such lien;
(dv) liens of carriers, warehousemen, mechanics and materialmen, and other like liens, in respect of obligations not overdue or, if such obligations are overdue, being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary shall have set aside on its books adequate reserves with respect thereto, provided that no proceeding to foreclose any such lien shall have been commenced;
(vi) encumbrances on real estate Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens under leases Capitalized Leases to which the Borrower or any Guarantor a Subsidiary of the Borrower is a party, and other minor liens or encumbrances none of which in the opinion of the Borrower and such Guarantor interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and such Guarantorits Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower individually or of the Borrower and its Subsidiaries on a consolidated basis;
(vii) liens existing on the Effective Date and listed on Schedule 6.2 hereto or liens on the same assets in connection with the refinancing of such existing liens;
(viii) liens arising in the ordinary course of business of the Borrower or a Subsidiary of the Borrower none of which in the opinion of the Borrower interferes materially with the use of the property affected in the ordinary course of business of the Borrower and its Subsidiaries and which do not, individually or in the aggregate, have a materially adverse effect on the business of the Borrower or such GuarantorSubsidiary individually or of the Borrower and its Subsidiaries on a consolidated basis;
(ix) purchase money security interests in or purchase money mortgages on real or personal property acquired after the Effective Date to secure purchase money Indebtedness of the type permitted by §6.1(l) hereof, incurred in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired;
(x) liens on accounts receivable of the Borrower and/or its Subsidiaries that are the subject of and secure the Indebtedness permitted under §6.1(q) hereof;
(xi) liens securing other permitted Indebtedness that does not exceed $50,000,000 in the aggregate;
(xii) liens in respect of the interests of lessors under Capitalized Leases; and
(exiii) liens on Real Estate securing Debt Indebtedness permitted under Section 8.2(b)§6.1(m) hereof.
Appears in 2 contracts
Sources: Credit Agreement (Staples Inc), Credit Agreement (Staples Inc)
Restrictions on Liens. The Such Borrower will not, and each Guarantor will not permit any of its Subsidiaries to, (ia) create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of the Collateralits property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (iib) transfer any of such Collateral property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iiic) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (ivd) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Debt Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (ve) sell, assign, pledge or otherwise transfer any Collateralaccounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse; provided that the such Borrower and its Subsidiary may create or incur or suffer to be created or incurred or to exist (the “Permitted Liens”):exist:
(ai) liens in favor of such Borrower on all or part of the assets of Subsidiaries of such Borrower securing Indebtedness owing by Subsidiaries of such Borrower to such Borrower;
(ii) liens to secure taxes, assessments and other government charges in respect of obligations not overdue or liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue;
(biii) deposits or pledges made in connection with, or to secure payment of, workmen’s 's compensation, unemployment insurance, old age pensions or other social security obligations;
(civ) liens on properties in respect of judgments or awards, the Debt Indebtedness with respect to which is permitted by Section 8.2(ess.9.1(d);
(dv) liens of carriers, warehousemen, mechanics and materialmen, and other like liens on properties in existence less than 120 days from the date of creation thereof in respect of obligations not overdue;
(vi) encumbrances on real estate Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s 's or lessor’s 's liens under leases to which the such Borrower or any Guarantor a Subsidiary of such Borrower is a party, and other minor liens or encumbrances none of which in the opinion of the such Borrower and such Guarantor interferes materially with the use of the property affected in the ordinary conduct of the business of the such Borrower and such Guarantorits Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of such Borrower individually or of the Borrower Borrowers and their Subsidiaries on a consolidated basis;
(vii) liens existing on the date hereof and listed on Schedule 9.2 hereto and liens granted to BankBoston, N.A. London Branch to secure the Indebtedness permitted by ss.9.1(k)(i);
(viii) purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by ss.9.1(g), incurred in connection with the acquisition of such Guarantorproperty, which security interests or mortgages cover only the real or personal property so acquired;
(ix) liens on office equipment of the Company or any of its Subsidiaries existing on the Closing Date but not set forth on Schedule 9.2 provided such liens do not secure Indebtedness in excess of $25,000 in the aggregate; and
(ex) liens securing Debt in respect of Capitalized Leases permitted under Section 8.2(bpursuant to ss.9.1(f).
Appears in 2 contracts
Sources: Revolving Credit Agreement (Genrad Inc), Revolving Credit Agreement (Genrad Inc)
Restrictions on Liens. The Borrower and each Guarantor Company will not not, directly or indirectly, (i) create or incur or suffer to be created or incurred or to exist any Lien encumbrance, mortgage, pledge, lien, charge or other security interest of any kind upon any of the Collateralits property or assets of any character, whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii) enter into or permit to exist any arrangement or agreement which prohibits it from creating such encumbrances, mortgages, pledges, liens, charges or other security interests; or (iii) transfer any of such Collateral property or the income or profits therefrom assets for the purpose purposes of subjecting the same to the payment of Debt Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (iiiiv) acquire, acquire or agree or have an option to acquire, acquire any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangementarrangement (including a Capitalized Lease); or (ivv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Debt or claim or demand Indebtedness against it that which if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (vvi) sell, assign, pledge or otherwise transfer for security any Collateralof its accounts, contract rights, general intangibles, or chattel paper, with or without recourserecourse (the foregoing items or actions listed in clauses (i) through (vi) above being sometimes referred to collectively herein as "Liens"); provided provided, however, that the Borrower Company may create or incur or suffer to be created or incurred or to exist (the “following Liens, which shall be "Permitted Liens”):":
7.7.1. Liens which secure the Loan Obligations.
7.7.2. With respect to property of the Company existing or created at the time of acquisition thereof, and the renewal, extension and refunding of any such Lien in an amount not exceeding the amount thereof remaining unpaid immediately prior to such renewal, extension or refunding; provided, however, that the principal amount of Indebtedness (a) liens to secure taxes, assessments and other government charges including Indebtedness in respect of obligations Capitalized Lease Obligations) secured by each such Lien in each item of property shall not overdue exceed the cost (including all such Indebtedness secured thereby, whether or liens on properties not assumed) of the item subject thereto and such Lien shall attach solely to secure claims for laborthe particular item of property so acquired; and provided, material or supplies in respect further, that the aggregate principal amount of obligations all such Indebtedness shall not overdue;exceed the amount permitted by Section 7.5.2 hereof.
(b) deposits 7.7.3. Deposits or pledges made in connection with, or to secure payment of, workmen’s indemnity, performance or similar bonds permitted by Section 7.6.1 hereof.
7.7.4. Liens to secure taxes, assessments and other governmental charges or claims of carriers, warehousemen, mechanics and materialmen and similar claims for labor, material or supplies to the extent that payment thereof shall not at the time be required to be made in accordance with Section 7.1 hereof.
7.7.5. Deposits or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance, old age pensions or other social security obligations;in connection with contests to the extent that payment thereof shall not at that time be required to be made in accordance with Section 7.1 hereof.
(c) liens on properties 7.7.6. Liens in respect of judgments or awards, awards to the Debt with respect to which is extent that such judgments or awards are permitted as Indebtedness by Section 8.2(e);7.5.4 hereof.
(d) encumbrances on real estate consisting 7.7.7. Encumbrances in the nature of zoning restrictions, easements, rights or restrictions of way, zoning restrictions, restrictions record on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens under leases to which the Borrower or any Guarantor is a party, and other minor liens or encumbrances none of which in the opinion of the Borrower and such Guarantor interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and such Guarantor, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower or such Guarantor; and
(e) liens securing Debt permitted under Section 8.2(b).
Appears in 2 contracts
Sources: Loan Agreement (Enstar Income Program Iv-2 Lp), Loan Agreement (Enstar Income Program Iv-1 Lp)
Restrictions on Liens. The Borrower and each US Guarantor will not, and will not cause, permit, or suffer any of its Consolidated Subsidiaries to (ia) create or incur incur, or cause, permit, or suffer to be created or incurred or to exist exist, any Lien upon any of the Collateralits property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (iib) transfer any of such Collateral property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iiic) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device device, or arrangement; (ivd) suffer to exist any Indebtedness or claim or demand for a period of more than thirty (30) days after time such that the same shall have been incurred any Debt or claim or demand against it that if unpaid might by law Government Mandate or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (ve) sell, assign, pledge pledge, or otherwise transfer any Collateralaccounts, contract rights, general intangibles, chattel paper, or instruments, with or without recourse, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment permitted under Section 7.4; provided that the Borrower US Guarantor and any Subsidiary of the US Guarantor may create or incur incur, or cause, permit, or suffer to be created or incurred or to exist (the “Permitted Liens”):exist:
(ai) liens Liens imposed by Government Mandate to secure taxes, assessments assessments, and other government charges in respect of obligations not overdue or liens on properties to secure claims for laborwhich are being contested in good faith and by appropriate proceedings diligently conducted, material or supplies if adequate reserves are maintained in accordance with GAAP;
(ii) statutory Liens of carriers, warehousemen, mechanics, suppliers, laborers, and materialmen, and other like Liens in the ordinary course of business, in each case in respect of obligations not overdueoverdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAP;
(biii) Liens arising out of pledges or deposits or pledges made in the ordinary course of business in connection with, or to secure payment of, workmen’s with workers’ compensation, unemployment insurance, old age pensions or insurance and other social security obligationslegislation, other than any Lien imposed by ERISA;
(civ) liens Liens on properties deposits to secure performance of bids or performance bonds and other similar Liens, in respect the ordinary course of judgments or awards, the Debt with respect to which is permitted by Section 8.2(e)business;
(dv) encumbrances Liens on real estate Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and property, defects and irregularities in the title thereto, landlord’s or lessor’s liens under leases to which the Borrower or any Guarantor is a party, and other minor liens or encumbrances Liens, provided, none of which such Liens in the reasonable opinion of the Borrower and such US Guarantor interferes materially with the use of the affected property affected in the ordinary conduct of the business of the Borrower US Guarantor and such Guarantorits Subsidiaries;
(vi) the rights and interests of landlords and lessors under leases of Real Estate leased by the US Guarantor or one of its Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect as lessee;
(vii) Liens outstanding on the business Closing Date and set forth on Schedule 7.3;
(viii) Liens in favor of either the US Guarantor or a Consolidated Subsidiary on all or part of the Borrower assets of any Subsidiary of the US Guarantor securing Indebtedness owing by such Subsidiary to the US Guarantor or such GuarantorConsolidated Subsidiary, as the case may be;
(ix) Liens on interests of the US Guarantor or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the US Guarantor or its Subsidiaries of their obligations in respect of such partnership or joint venture;
(x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device);
(xi) Liens securing purchase money Indebtedness so long as such Liens are only on the asset acquired with such purchase money Indebtedness and secure only the Indebtedness incurred to purchase such asset;
(xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities of the Broker-Dealer Subsidiaries;
(xiii) Liens in favor of the Administrative Agent or any Bank to secure the Obligations; and
(exiv) liens Liens (in addition to those specified in clauses (i) through (xiii) above) securing Debt permitted under Section 8.2(bIndebtedness in an aggregate amount for the US Guarantor and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged to the Administrative Agent its coverage obligation in writing).
Appears in 2 contracts
Sources: Revolving Credit Agreement (Alliancebernstein L.P.), Revolving Credit Agreement (Alliancebernstein Holding L.P.)
Restrictions on Liens. The Borrower Parent and each Guarantor of the Borrowers will not, and the Parent will not permit any of its other Subsidiaries to, (ia) create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of the Collateralits property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (iib) transfer any of such Collateral property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iiic) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (ivd) suffer to exist for a period of more than thirty sixty (3060) days after the same shall have been incurred any Debt Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (ve) sell, assign, pledge or otherwise transfer any Collateralaccounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse; or (f) enter into or permit to remain in effect any agreement by which such Person agrees not to encumber, mortgage, pledge, restrict or grant a security interest in any of its assets, provided that the Borrower Parent, each of the Borrowers and any other Subsidiary of the Parent may create or incur or suffer to be created or incurred or to exist (any one or more of the “following Permitted Liens”)::
(ai) liens to secure taxes, assessments and other government charges in respect of obligations not overdue or liens on properties to secure claims for labor, material or supplies or other Vessel operating expenses in respect of obligations not overdue;
(bii) deposits or pledges made in connection with, or to secure payment of, payroll taxes, workmen’s 's compensation, unemployment insurance, old age pensions or other social security obligations;
(ciii) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and performance bonds and other obligations of a similar nature, in each case made or incurred in the ordinary course of business and in respect of obligations which are not overdue;
(iv) liens on properties in respect of judgments or awards, the Debt Indebtedness with respect to which is permitted by Section 8.2(e)(S)9.1(d) hereof;
(dv) liens of carriers, warehousemen, mechanics and materialmen, and other like liens on properties in existence less than 120 days from the date of creation thereof in respect of obligations not overdue;
(vi) encumbrances on real estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s 's or lessor’s 's liens under leases to which the Borrower or any Guarantor such Person is a party, and other minor liens or encumbrances none of which in the opinion of the Borrower and such Guarantor Person interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and such GuarantorPerson, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Parent and its Subsidiaries on a consolidated basis;
(vii) liens outstanding on the Closing Date and listed on Schedule 9.2 attached hereto and liens securing replacement or refinancing Indebtedness permitted pursuant to (S)9.1(f), provided that (i) such liens do not extend to any property of such Person not previously subject to a lien securing the Indebtedness set forth on Schedule 9.2 hereto; and (ii) after giving effect to incurrence of such lien no Default or Event of Default shall have occurred and be continuing and the Borrower shall be in compliance with the borrowing limitations set forth in (S)2.1;
(viii) security interests in and mortgages or negative pledges on real or personal property acquired or constructed after the Closing Date and liens on assets acquired subject to such Guarantorliens or negative pledges, to secure Indebtedness of the type and amount permitted by (S)9.1(g) hereof, incurred or assumed in connection with the acquisition of such property, which security interests, mortgages or negative pledges cover only the real or personal property so acquired (and the accounts, contracts and insurance proceeds associated with such property);
(ix) liens in favor of the Agent for the benefit of the Banks and the Agent under the Loan Documents; and
(e) liens securing Debt permitted under Section 8.2(b).
Appears in 2 contracts
Sources: Revolving Credit Agreement (Trico Marine Services Inc), Revolving Credit Agreement (Trico Marine Services Inc)
Restrictions on Liens. The Borrower Company will not, and each Guarantor will not cause, permit, or suffer any of its Consolidated Subsidiaries to (ia) create or incur incur, or cause, permit, or suffer to be created or incurred or to exist exist, any Lien upon any of the Collateralits property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (iib) transfer any of such Collateral property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iiic) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device device, or arrangement; (ivd) suffer to exist any Indebtedness or claim or demand for a period of more than thirty (30) days after time such that the same shall have been incurred any Debt or claim or demand against it that if unpaid might by law Government Mandate or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (ve) sell, assign, pledge pledge, or otherwise transfer any Collateralaccounts, contract rights, general intangibles, chattel paper, or instruments, with or without recourse, other than a transfer or assignment in connection with a Reorganization, Acquisition or Disposition permitted under Section 7.2 or an Investment; provided that the Borrower Company and any Subsidiary of the Company may create or incur incur, or cause, permit, or suffer to be created or incurred or to exist (the “Permitted Liens”):exist:
(ai) liens ▇▇▇▇▇ imposed by Government Mandate to secure taxes, assessments assessments, and other government charges in respect of obligations not overdue or liens on properties to secure claims for laborwhich are being contested in good faith and by appropriate proceedings diligently conducted, material or supplies if adequate reserves are maintained in accordance with GAAP;
(ii) statutory Liens of carriers, warehousemen, mechanics, suppliers, laborers, and materialmen, and other like Liens in the ordinary course of business, in each (iii) 52 AMERICAS/2023306744.4 case in respect of obligations not overdueoverdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAP;
(b) deposits or pledges made in connection with, or to secure payment of, workmen’s compensation, unemployment insurance, old age pensions or other social security obligations;
(c) liens on properties in respect of judgments or awards, the Debt with respect to which is permitted by Section 8.2(e);
(d) encumbrances on real estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens under leases to which the Borrower or any Guarantor is a party, and other minor liens or encumbrances none of which in the opinion of the Borrower and such Guarantor interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and such Guarantor, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower or such Guarantor; and
(e) liens securing Debt permitted under Section 8.2(b).
Appears in 2 contracts
Sources: Revolving Credit Agreement (Alliancebernstein L.P.), Revolving Credit Agreement (Alliancebernstein Holding L.P.)
Restrictions on Liens. Except as otherwise established pursuant to Section 3.01 with respect to any series of Securities: The Borrower Company shall not, and each Guarantor will shall not (i) permit any Restricted Subsidiary to, create or incur any Lien on any shares of stock of a Restricted Subsidiary or suffer Principal Property of the Company or of a Restricted Subsidiary, whether those shares of stock of a Restricted Subsidiary or Principal Property are owned at the date of original issuance of the first Securities of the series to be created issued or incurred acquired afterwards, unless the Company secures or causes the applicable Restricted Subsidiary to exist secure the Securities outstanding under this Indenture (together with, if the Company shall so determine, any other Indebtedness or other obligations the terms of which (or the terms of any agreement evidencing or relating to which) require that such Indebtedness be so secured) equally and ratably with (or, at the Company’s option, prior to) all Indebtedness secured by the particular Lien, so long as the Indebtedness is so secured. This covenant does not apply in the case of:
(a) the creation of any Lien on any shares of stock of a Restricted Subsidiary or any Principal Property acquired, purchased or leased after the date of original issuance of the first Securities of the series to be issued (including acquisitions by way of merger or consolidation, and including capital lease or purchase money transactions in connection with any such acquisition) by the Company or a Restricted Subsidiary, contemporaneously with that acquisition, purchase or lease, or within 18 months thereafter, to secure or provide for the payment or financing of any part of the purchase price, or the assumption of any Lien upon any shares of stock of a Subsidiary or any Principal Property acquired after the date of original issuance of the Collateralfirst Securities of the series to be issued existing at the time of the acquisition, purchase or upon the income or profits therefrom; (ii) transfer any of such Collateral lease or the income acquisition of any shares of stock of a Subsidiary or profits therefrom for any Principal Property subject to any Lien without the purpose assumption of subjecting the same that Lien, provided that every Lien referred to in this clause (a) will attach only to the payment shares of Debt stock of a Subsidiary or performance any Principal Property so acquired, purchased or leased and fixed improvements (and any accessions or additions thereto, and proceeds thereof) on that Principal Property;
(b) any Lien on any shares of stock of a Subsidiary or any Principal Property existing on the date of original issuance of the first Securities of the series to be issued;
(c) any Lien on any shares of stock of a Subsidiary or any Principal Property in favor of the Company or any Restricted Subsidiary;
(d) any Lien on any Principal Property being constructed or improved securing loans to finance the construction or improvements of that property;
(e) any Lien created by a lease of any other obligation Principal Property, which under GAAP as in priority effect as of the date of original issuance of the first Securities of the series to payment be issued would be characterized as an operating lease, whether entered into before or after the date of its general creditors; original issuance of the first Securities of the series to be issued, including Liens arising under or in connection with Synthetic Leases or any refinancing, renewal, restructuring, substitution, extension, modification or replacement thereof to the extent permitted thereby;
(iiif) acquireany Lien on shares of stock of a Subsidiary or any Principal Property incurred in connection with the issuance of tax-exempt governmental obligations, or agree or have an option to acquireincluding, without limitation, qualified private activity bonds and similar financings;
(g) any property or assets upon conditional sale mechanics’, materialmen’s, carriers’, warehousemen’s or other title retention or purchase money security agreement, device or arrangement; (iv) suffer similar Liens arising in the ordinary course of business with respect to exist obligations that are not yet overdue for a period of more than thirty (30) 90 days after the same shall have been incurred any Debt or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (v) sell, assign, pledge or otherwise transfer any Collateral, with or without recourse; provided that the Borrower may create or incur or suffer to be created or incurred or to exist (the “Permitted Liens”):are being contested in good faith;
(ah) liens to secure any Lien on any shares of stock of a Subsidiary or any Principal Property for taxes, assessments and other government or governmental charges or levies that are not yet overdue for a period of more than 90 days or that are being contested in respect of obligations not overdue or liens on properties to secure claims for labor, material or supplies in respect of obligations not overduegood faith;
(bi) deposits or pledges made any Lien on any Principal Property arising in connection withwith legal proceedings being contested in good faith, or to secure payment of, workmen’s compensation, unemployment insurance, old age pensions or other social security obligationsincluding any judgment Lien so long as execution on the Lien is stayed;
(cj) liens any landlord’s Lien on properties fixtures located on premises leased by the Company or a Restricted Subsidiary in respect the ordinary course of judgments business, and rights under leases, licenses, sub-leases, easements, rights-of-way, zoning and other restrictions, irregularities in title, and other similar Liens not materially impairing the use or awards, value of the Debt with respect to which is permitted by Section 8.2(e)property involved;
(dk) encumbrances Liens on real estate consisting property incurred in sale and lease-back transactions permitted under Section 6.10 below;
(l) Liens on property or assets of easementsa person existing at the time such person is merged into or consolidated with the Company or any of its Subsidiaries, or at the time of a sale, lease or other disposition of all or substantially all of the properties or assets of a person to the Company or any of its Subsidiaries, provided that such Lien was not incurred in anticipation of the merger, consolidation, or sale, lease, other disposition or other such transaction by which such person was merged into or consolidated with the Company or any of its Subsidiaries;
(m) in the case of (i) any Subsidiary that is not a wholly owned Subsidiary or (ii) the equity interests in any Person that is not a Subsidiary, any encumbrance or restriction, including any first rights of wayrefusal, zoning restrictionsoptions, restrictions on the use put and call arrangements, related to shares of real property and defects and irregularities stock or other equity interests in such Subsidiary or such other Person set forth in the title thereto, landlord’s constitutive documents or lessor’s liens under leases to which the Borrower other applicable agreement of such Subsidiary or such other Person or any Guarantor is a partyrelated joint venture, and other minor liens shareholders’, partnerships or encumbrances none of which similar agreement;
(n) Liens in the opinion favor of the Borrower and such Guarantor interferes materially Trustee and/or the Holders granted in accordance with the use of the property affected in the ordinary conduct of the business of the Borrower and such Guarantor, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower or such GuarantorIndenture; and
(eo) liens securing Debt any refinancing, renewal, restructuring, substitution, extension, modification or replacement for any Lien permitted by any of the preceding clauses, provided that, in the case of a Lien permitted under clauses (a), (b) or (d) above, the amount of Indebtedness secured is not increased nor the Lien extended to any additional assets. Notwithstanding the foregoing, the Company or any Restricted Subsidiary may create or assume Liens in addition to those permitted by this Section 8.2(b)6.09, and refinance, renew, restructure, substitute, extend, modify, or replace those Liens; provided that at the time of and after giving effect to the creation or assumption of such Liens or such refinancing, renewal, restructuring, substitution, extension, modification or replacement thereof, Exempted Debt does not exceed 15% of Consolidated Tangible Assets of the Company and its Subsidiaries.
Appears in 2 contracts
Sources: Indenture (Concentrix Corp), Indenture (Concentrix Corp)
Restrictions on Liens. The No Borrower and each Guarantor will not (i) shall create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any property or assets of the Collateralany character, whether now owned or hereafter acquired, or upon the income or profits therefrom; (ii) or transfer any of such Collateral property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iii) or acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (iv) or suffer to exist for a period of more than thirty (30) 30 days after the same shall have been incurred any Debt Indebtedness or claim or demand against it that which if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (v) sell, assign, pledge or otherwise transfer any Collateralaccounts, contract rights, general intangibles or chattel paper, with or without recourse; provided that the Borrower may create or incur or suffer to be created or incurred or to exist , except as follows (the “"Permitted Liens”"):
(a) liens Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue;
(b) deposits Deposits or pledges made in connection with, or to secure payment of, workmen’s 's compensation, unemployment insurance, old age pensions or other social security obligations;
(c) liens on properties Liens in respect of judgments or awards, awards which have been in force for less than the Debt with applicable period for taking an appeal so long as execution is not levied thereunder or in respect to which is permitted by Section 8.2(e);
(d) encumbrances on real estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens under leases to which the applicable Borrower shall at the time in good faith be prosecuting an appeal or any Guarantor is a party, proceedings for review and other minor liens or encumbrances none in respect of which a stay of execution shall have been obtained pending such appeal or review and in the opinion respect of the which such Borrower and such Guarantor interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and such Guarantor, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower or such Guarantor; and
(e) liens securing Debt permitted under Section 8.2(b).maintains adequate reserves;
Appears in 2 contracts
Sources: Revolving Credit Agreement (Waste Connections Inc/De), Revolving Credit Agreement (Waste Connections Inc/De)
Restrictions on Liens. The Borrower and each Guarantor will not (i) Neither the Company nor any of its Subsidiaries shall create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any property or assets of the Collateralany character, whether now owned or hereafter acquired, or upon the income or profits therefrom; (ii) or transfer any of such Collateral property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iii) or acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (iv) or suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Debt Indebtedness or claim or demand against it that which if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (v) sell, assign, pledge or otherwise transfer any Collateralaccounts, contract rights, general intangibles or chattel paper, with or without recourse; provided that the Borrower may create or incur or suffer to be created or incurred or to exist , except as follows (the “Permitted Liens”):
(a) liens to secure taxes, assessments and other government charges in respect of obligations not overdue or liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue;
(b) deposits or pledges made in connection with, or to secure payment of, workmen’s compensation, unemployment insurance, old age pensions or other social security obligations;
(c) liens on properties in respect of judgments or awards, awards which have been in force for less than the Debt with applicable period for taking an appeal so long as execution is not levied thereunder or in respect to of which is permitted by Section 8.2(e)the Company or any such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review and in respect of which the Company or any such Subsidiary maintains adequate reserves;
(d) liens of carriers, warehousemen, mechanics and materialmen, and other like liens on properties, in existence less than 120 days from the date of creation thereof in respect of obligations not overdue, provided that such liens may continue to exist for a period of more than 120 days if the validity or amount thereof shall currently be contested by the Company or any such Subsidiary in good faith and if the Company or any such Subsidiary shall have set aside on its books adequate reserves with respect thereto as required by GAAP, and provided further that the Company or any such Subsidiary will pay any such claim forthwith upon commencement of proceedings to foreclose any such lien;
(e) encumbrances on real estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens under leases to which the Borrower Company or any Guarantor such Subsidiary is a party, and other minor liens or encumbrances none of which in the opinion of the Borrower and Company or any such Guarantor Subsidiary interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and Company or any such GuarantorSubsidiary, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower Company or any such GuarantorSubsidiary individually or of the Company and its Subsidiaries on a consolidated basis;
(f) liens existing on the date hereof and listed on Schedule 6C hereto;
(g) liens in favor of Fleet National Bank (f/k/a BankBoston, N.A.), as Collateral Agent for the benefit of the Banks (the “Collateral Agent”), the Purchasers hereunder and the noteholders under the 1998 Agreement; and
(eh) liens securing Debt purchase money security interests in or purchase money mortgages on real or personal property acquired after the Effective Date hereof to secure purchase money Indebtedness of the type permitted under Section 8.2(bby paragraph 6B(e)(i), (ii) and (iii), incurred in connection with the acquisition of such property, which security interests cover only the real or personal property so acquired.
Appears in 2 contracts
Sources: Note Purchase and Private Shelf Agreement (Waste Industries Usa Inc), Note Purchase Agreement (Waste Industries Usa Inc)
Restrictions on Liens. The Borrower and each Guarantor will not (ia) create or incur or suffer to be created or incurred or to exist any Lien upon any of the Collateralits property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (iib) transfer any of such Collateral property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iiic) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (ivd) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Debt Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (ve) sell, assign, pledge or otherwise transfer any Collateral“receivables” as defined in clause (g) of the definition of the term “Indebtedness”, with or without recourse; provided provided, that the Borrower may create or incur or suffer to be created or incurred or to exist (the “Permitted Liens”):exist:
(aA) liens Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or liens on properties that are being contested in good faith by appropriate proceedings that are not reasonably likely to secure claims result in any civil or criminal penalty to the Administrative Agent or any Lender and for labor, material or supplies the payment of which adequate reserves are maintained in respect of obligations not overdueaccordance with GAAP;
(bB) deposits Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties, in existence less than 60 days after the Borrower or pledges made the Manager has knowledge thereof or that are being contested in connection with, good faith by appropriate proceedings that are not reasonably likely to result in any civil or criminal penalty to secure the Administrative Agent or the Lender and for the payment of, workmen’s compensation, unemployment insurance, old age pensions or other social security obligationsof which adequate reserves are maintained in accordance with GAAP;
(cC) liens on properties Liens in respect favor of judgments or awards, the Debt with respect to which is permitted by Section 8.2(e)Administrative Agent for the benefit of the Lenders and the Administrative Agent under the Loan Documents;
(dD) encumbrances on real estate Liens consisting of easements, rights interests of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens under leases to which the Borrower or any Guarantor is a party, and other minor liens or encumbrances none of which in the opinion lessees of the Borrower and such Guarantor interferes materially with the use of the property affected Containers or arising from precautionary UCC financing statement filings regarding leases entered into in the ordinary conduct course;
(E) Liens in favor of banks on items in collection (and the documents related thereto) arising in the ordinary course of business of the Borrower and such Guarantor, which defects do not individually or in the aggregate have a materially adverse effect on the business under Article IV of the Borrower or such Guarantor; and
(e) liens securing Debt permitted under Section 8.2(b)UCC.
Appears in 2 contracts
Sources: Credit Agreement (SeaCube Container Leasing Ltd.), Credit Agreement (Seacastle Inc.)
Restrictions on Liens. The Borrower Company will not, and each Guarantor will not permit any Restricted Subsidiary to, issue, assume or guarantee any indebtedness for money borrowed (iherein referred to as “Debt”) create if such Debt is secured by any mortgage, security interest, pledge, lien or incur or suffer other encumbrance (herein referred to be created or incurred or to exist any Lien as a “mortgage”) upon any Operating Property of the CollateralCompany or any Restricted Subsidiary or any shares of stock or Debt of any Restricted Subsidiary, whether owned at the date of the issuance of the Notes or upon thereafter acquired, without effectively securing the income or profits therefrom; Notes equally and ratably with such Debt for at least the period such other Debt is so secured unless, after giving effect thereto, the aggregate amount of all Debt so secured (iinot including Debt permitted in clauses (1) transfer any through (7) in the following sentence), together with all Attributable Debt in respect of Sale and Leaseback Transactions involving Operating Properties pursuant to clause (2) of Section 5.02 in existence at such Collateral or the income or profits therefrom time would not exceed 15% of Consolidated Net Tangible Assets. The foregoing restriction does not apply to, and therefore shall be excluded in computing secured Debt for the purpose of subjecting such restriction, Debt secured by:
(1) mortgages on Operating Property, shares of stock or Debt of any entity existing at the same time such entity becomes a Restricted Subsidiary, provided that such mortgages are not incurred in anticipation of such entity’s becoming a Restricted Subsidiary;
(2) mortgages on Operating Property, shares of stock or Debt existing at the time of acquisition thereof by the Company or a Restricted Subsidiary or mortgages thereon to secure the payment of Debt all or performance any part of any other obligation in priority to payment of its general creditors; (iii) acquirethe purchase price thereof, or agree mortgages on Operating Property, shares of stock or have an option Debt to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (iv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred secure any Debt or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvencyincurred prior to, at the time of, or otherwisewithin 180 days after, be given the latest of the acquisition thereof or, in the case of Operating Property, the completion of construction, the completion of improvements or the commencement of substantial commercial operation of such Operating Property for the purpose of financing all or any priority whatsoever over its general creditors; part of the purchase price thereof, such construction or (v) sell, assign, pledge or otherwise transfer any Collateral, with or without recourse; provided that the Borrower may create or incur or suffer to be created or incurred or to exist (the “Permitted Liens”):
(a) liens to secure taxes, assessments and other government charges in respect making of obligations not overdue or liens on properties to secure claims for labor, material or supplies in respect of obligations not overduesuch improvements;
(b3) deposits mortgages to secure Debt owing to the Company or pledges made to a Restricted Subsidiary;
(4) mortgages on Operating Property, shares of stock or Debt existing at the date of the initial issuance of the Notes;
(5) mortgages on Operating Property, shares of stock or Debt of a Person existing at the time such Person is merged into or consolidated with the Company or a Restricted Subsidiary or at the time of a sale, lease or other disposition of the properties of a Person as an entirety or substantially as an entirety to the Company or a Restricted Subsidiary, provided that such mortgage was not incurred in connection withanticipation of such merger or consolidation or sale, lease or other disposition;
(6) mortgages on Operating Property, shares of stock or Debt in favor of the United States or any state, territory or possession thereof (or the District of Columbia), or any department, agency, instrumentality or political subdivision of the United States or any state, territory or possession thereof (or the District of Columbia), to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure payment of, workmen’s compensation, unemployment insurance, old age pensions any Debt incurred for the purpose of financing all or other social security obligations;any part of the purchase price or the cost of constructing or improving the Operating Property subject to such mortgages; or
(c7) liens on properties extensions, renewals or replacements, in respect whole or in part, of judgments or awards, the Debt with respect any mortgage referred to which is permitted by Section 8.2(e);
(d) encumbrances on real estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title theretoforegoing clauses (1) through (6), landlord’s provided, however, that the principal amount of Debt secured thereby shall not exceed the principal amount of Debt so secured at the time of such extension, renewal or lessor’s liens under leases to which the Borrower or any Guarantor is a party, and other minor liens or encumbrances none of which in the opinion of the Borrower and such Guarantor interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and such Guarantor, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower or such Guarantor; and
(e) liens securing Debt permitted under Section 8.2(b)replacement.
Appears in 2 contracts
Sources: Seventh Supplemental Indenture (Ecolab Inc.), Supplemental Indenture (Ecolab Inc.)
Restrictions on Liens. The Borrower will not, and each Guarantor will not permit any of its Subsidiaries to, (ia) create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of the Collateralits property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (iib) transfer any of such Collateral property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iiic) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (ivd) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Debt Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvencyinsolvency under the laws of the United States of America or any state thereof, or otherwise, be given any priority whatsoever over its general creditors; or (ve) sell, assign, pledge or otherwise transfer any Collateralaccounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse; provided that the Borrower and any Subsidiary of the Borrower may create or incur or suffer to be created or incurred or to exist (the “Permitted Liens”):exist:
(ai) liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower;
(ii) liens to secure taxes, assessments and other government charges in respect of obligations not overdue or and liens on properties to secure claims for labor, material or supplies supplies, in each case in respect of obligations not overdueoverdue or which are being contested in good faith and by appropriate proceedings and for which the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto;
(biii) deposits or pledges made in connection with, or to secure payment of, workmenworker’s compensation, unemployment insurance, old age pensions or other social security obligations;
(civ) liens on properties in respect of judgments or awards, awards that have been in force for less than the Debt with applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or such Subsidiary is at the time in good faith prosecuting an appeal and in respect of which a stay of execution shall have been obtained pending such appeal or shall have obtained an unsecured bond sufficient to which is permitted by Section 8.2(e)release such lien;
(dv) liens of carriers, warehousemen, mechanics and materialmen, and other like liens, in respect of obligations not overdue or, if such obligations are overdue, being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary shall have set aside on its books adequate reserves with respect thereto, provided that no proceeding to foreclose any such lien shall have been commenced;
(vi) encumbrances on real estate Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens under leases Capitalized Leases to which the Borrower or any Guarantor a Subsidiary of the Borrower is a party, and other minor liens or encumbrances none of which in the opinion of the Borrower and such Guarantor interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and such Guarantorits Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower individually or of the Borrower and its Subsidiaries on a consolidated basis;
(vii) liens existing on the Closing Date and listed on Schedule 7.2 attached hereto or liens on the same assets in connection with the refinancing of such existing liens;
(viii) liens arising in the ordinary course of business of the Borrower or a Subsidiary of the Borrower none of which in the opinion of the Borrower interferes materially with the use of the property affected in the ordinary course of business of the Borrower and its Subsidiaries and which do not, individually or in the aggregate, have a materially adverse effect on the business of the Borrower or such GuarantorSubsidiary individually or of the Borrower and its Subsidiaries on a consolidated basis;
(ix) purchase money security interests in or purchase money mortgages on real or personal property acquired after the Closing Date to secure purchase money Indebtedness of the type permitted by §7.1(l) hereof, incurred in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired;
(x) liens on accounts receivable of the Borrower and/or its Subsidiaries that are the subject of and secure the Indebtedness permitted under §7.1(q);
(xi) liens securing other permitted Indebtedness that does not exceed $50,000,000 in the aggregate;
(xii) liens in respect of the interests of lessors under Capitalized Leases; and
(exiii) liens on Real Estate securing Debt Indebtedness permitted under Section 8.2(b)§7.1(m) hereof.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Staples Inc), Revolving Credit Agreement (Staples Inc)
Restrictions on Liens. The Borrower and each Guarantor Credit Parties will not (i) create directly or incur indirectly, create, assume or suffer to be created or incurred or to exist any Lien upon any of the Collateral, or upon the income or profits therefrom; (ii) transfer any of such Collateral or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt or performance of any other obligation in priority to payment of its general creditors; (iii) acquire, or agree or have an option to acquire, any property their respective Properties or assets upon conditional sale whether now owned or other title retention or purchase money security agreementhereafter acquired, device or arrangement; (iv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Debt or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (v) sell, assign, pledge or otherwise transfer any Collateral, with or without recourse; provided that the Borrower may create or incur or suffer to be created or incurred or to exist (the “Permitted Liens”):except for:
(a) liens inchoate Liens with respect to secure taxes, assessments and other government the Parent or any of its Subsidiaries for taxes (including social security charges in respect of obligations France) not overdue yet due or liens on properties to secure claims Liens for labor, material or supplies taxes (including social security charges in respect of obligations not overdueFrance) being contested in good faith and by appropriate proceedings for which adequate reserves have been established in accordance with generally accepted accounting principles;
(b) deposits unperfected Liens in respect of property or pledges made assets of the Parent or any of its Subsidiaries imposed by law or, in connection withthe case of landlord liens, pursuant to contractual rights, which were incurred in the ordinary course of business and do not secure Indebtedness for borrowed money, such as carriers', warehousemen's, materialmen's, mechanics' and landlords' liens and other similar Liens arising in the ordinary course of business, and (i) which do not in the aggregate materially detract from the value of the Parent's or any of its Subsidiaries' property or assets or materially impair the use thereof in the operation of the business of the Parent or its Subsidiaries or (ii) which are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to secure payment of, workmen’s compensation, unemployment insurance, old age pensions or other social security obligationsany such Lien;
(c) liens Liens (other than any Lien imposed by ERISA) on properties property of the Parent or any of its Subsidiaries incurred or deposits made in respect the ordinary course of judgments business in connection with (i) workers' compensation, unemployment insurance and other types of social security or awards(ii) to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, trade contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the Debt payment of borrowed money); provided that the aggregate amount of cash and the fair market value of the property encumbered by Liens described in this clause (c)(ii) (excluding the amount of cash deposited to secure the performance of leases entered into by the Issuer or any of its Subsidiaries in the ordinary course of business and consistent with respect to which is permitted by Section 8.2(e)past practices of the Issuer and its Subsidiaries as in effect on the Closing Date) shall not exceed $100,000;
(d) encumbrances on real estate consisting inchoate Liens (where there has been no execution or levy and no pledge or delivery of collateral) arising from and out of judgments or decrees in existence at such time not constituting an Event of Default;
(e) zoning restrictions, easements, rights of waylicenses, zoning restrictionsreservations, restrictions on the use of real property or minor irregularities incident thereto (and, with respect to leasehold interests, Liens and defects other encumbrances that are incurred, created, assumed or permitted to exist on or with respect to the leased Property and irregularities arise by, through or under or are asserted by a landlord or owner of the leased Property or by a creditor of such landlord or owner, with or without consent of the lessee) which were not incurred in connection with the borrowing of money and which do not in the title thereto, landlord’s aggregate materially impair the value of such Property or lessor’s liens under leases to which the Borrower or any Guarantor is a party, and other minor liens or encumbrances none of which in the opinion of the Borrower and such Guarantor interferes materially with impair the use of such Property for the purposes for which such Property is being used by the Credit Parties;
(f) Liens securing Senior Indebtedness;
(g) Liens (including Liens created pursuant to Capital Leases) existing on the Closing Date and described in Schedule 4.9A hereto;
(h) Liens on property affected of the Issuer and its Subsidiaries subject to, and securing only, Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are permitted by Section 9.1(f)(ii) or 9.1(h) provided that such Liens only serve to secure the payment of Indebtedness arising under such Capitalized Lease Obligation and the Lien encumbering the asset giving rise to the Capitalized Lease Obligation does not encumber any other asset of the Parent or any of its Subsidiaries;
(i) setoff rights of banks and other depository institutions arising by operation of law or otherwise in the ordinary conduct course of business with respect to accounts maintained at such bank or depository institution;
(j) the extension, renewal or replacement of any Lien permitted by subsection (g) or (h) of this Section 9.2, but only if the principal amount of the business of Indebtedness secured by such Lien immediately prior to such extension, renewal or replacement is not increased and the Borrower and Lien is not extended to other Property (other than any improvements on such Guarantor, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower or such GuarantorProperty); and
(ek) liens securing Debt permitted under Section 8.2(b)Liens arising from precautionary UCC-1 financing statement filings regarding operating leases entered into by the Issuer or any of its Subsidiaries in the ordinary course of business.
Appears in 2 contracts
Sources: Note and Warrant Purchase Agreement (Hq Global Holdings Inc), Note and Warrant Purchase Agreement (Frontline Capital Group)
Restrictions on Liens. The Borrower will not, and each Guarantor will not permit any of its Subsidiaries to, (ia) create or incur or suffer to be created or incurred or to exist any Lien upon any of the Collateralits property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (iib) transfer any of such Collateral property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iiic) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (ivd) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Debt Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (ve) sell, assign, pledge or otherwise transfer any Collateral, "receivables" as defined in clause (vii) of the definition of the term "Indebtedness," with or without recourse; provided PROVIDED that the Borrower or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist (the “Permitted Liens”):exist:
(ai) liens Liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower;
(ii) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or liens Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue;
(biii) deposits or pledges made in connection with, or to secure payment of, workmen’s 's compensation, unemployment insurance, old age pensions or other social security obligations;
(civ) liens Liens on properties in respect of judgments or awards, awards that have been in force for less than the Debt with applicable period for taking an appeal so long as execution is not levied thereunder or in respect to of which is permitted by Section 8.2(e)the Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review;
(dv) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties, in existence less than 120 days from the date of creation thereof in respect of obligations not overdue;
(vi) encumbrances on real estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s 's or lessor’s liens 's Liens under leases to which the Borrower or any Guarantor a Subsidiary of the Borrower is a party, and other minor liens Liens or encumbrances none of which in the opinion of the Borrower and such Guarantor interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and such Guarantorits Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower individually or of the Borrower and its Subsidiaries on a consolidated basis;
(vii) presently outstanding Liens listed on SCHEDULE 7.2 hereto;
(viii) purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by Section 7.1(c), incurred in connection with the acquisition of such Guarantorproperty, which security interests or mortgages cover only the real or personal property so acquired;
(ix) Liens in favor of the Lender under the Loan Documents; and
(ex) liens securing Debt Liens to secure the Indebtedness permitted under by Section 8.2(b7.1(e).
Appears in 2 contracts
Sources: Loan Agreement (Applied Opsec Corp), Loan Agreement (Optical Security Group Inc)
Restrictions on Liens. The Borrower and each Guarantor No Credit Party will not (i) create directly or incur indirectly, create, assume or suffer to be created or incurred or to exist any Lien upon any of the Collateraltheir respective Properties whether now owned or hereafter acquired, or upon the income or profits therefrom; (ii) transfer any of such Collateral or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt or performance of any other obligation in priority to payment of its general creditors; (iii) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (iv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Debt or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (v) sell, assign, pledge or otherwise transfer any Collateral, with or without recourse; provided that the Borrower may create or incur or suffer to be created or incurred or to exist (the “Permitted Liens”):except for:
(a) liens to secure Liens for taxes, assessments and other government or governmental charges in respect or claims the payment of obligations which is not overdue or liens on properties to secure claims for labor, material or supplies in respect of obligations not overdueat the time required by Section 9.2;
(b) deposits or pledges made statutory Liens of landlords, if any, Liens of carriers, warehousemen, mechanics, materialmen, if any, and other Liens imposed by law incurred in connection withthe ordinary course of business, or to secure in each case for sums the payment of, workmen’s compensation, unemployment insurance, old age pensions or other social security obligationsof which is not at the time required by Section 9.2;
(c) liens on properties Liens (other than any Lien imposed by ERISA, and other than any Lien securing an obligation for the payment of borrowed money) incurred or deposits made in respect the ordinary course of judgments business in connection with obligations not due or awards, the Debt delinquent with respect to which is workers' compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations; provided, that no such Lien shall be permitted by Section 8.2(e)to the extent it encumbers any real Property of any Credit Party;
(d) encumbrances on real estate consisting any attachment or judgment Lien (including judgment or appeal bonds) which shall, within 30 days after the entry thereof, have been discharged or execution thereof stayed pending appeal, or which shall have been discharged within 30 days after the expiration of any such stay or which is being diligently contested in good faith so long as a reserve or other appropriate provision, if any, as shall be required by GAAP shall have been made therefor; provided that such Liens shall not in any event exceed $100,000 in the aggregate at any time outstanding;
(e) zoning restrictions, easements, rights of waylicenses, zoning restrictionsreservations, restrictions on the use of real property Property or minor irregularities incident thereto (and, with respect to leasehold interests, Liens and defects other encumbrances that are incurred, created, assumed or permitted to exist on or with respect to the leased Property and irregularities arise by, through or under or are asserted by a landlord or owner of the leased Property, with or without consent of the lessee) which (i) in the title theretocase of any such Lien encumbering real Property of a Credit Party which is not also encumbered by a Mortgage, landlord’s or lessor’s liens under leases to were not incurred in connection with the borrowing of money and which the Borrower or any Guarantor is a party, and other minor liens or encumbrances none of which do not in the opinion aggregate materially detract from the value of the Borrower and such Guarantor interferes materially with Property of any Credit Party or impair the use of such Property for the property affected purposes for which such Property is held by such Credit Party, or (ii) in the ordinary conduct case of any such Lien encumbering real Property which is also encumbered by a Mortgage, constitute Permitted Exceptions (as defined in such Mortgage);
(f) Liens (including Liens created pursuant to Capitalized Leases) existing on the Closing Date and described in Schedule 4.10A hereto (in each case after giving effect to the Transactions contemplated to occur on the Closing Date, but excluding in any event Liens securing Non-Continuing Indebtedness which Liens shall be fully terminated and released on the Closing Date);
(g) Liens (including Liens created pursuant to Capitalized Leases) in respect of personal Property acquired by any Credit Party after the Closing Date, which Liens exist or are created at the time of acquisition of such Property or within six months thereafter, to secure Indebtedness permitted by Section 10.1(e) which is assumed or incurred to finance all or any part of the business purchase price of acquisition of such Property, but any such Lien shall cover only the Property so acquired and any improvements thereto, and may not exceed the lesser of (x) 100% of the Borrower and Fair Market Value of such Guarantor, which defects do not individually Property or in (y) the aggregate have a materially adverse effect on the business purchase price of the Borrower or such Guarantoracquisition; and
(eh) liens securing Debt permitted under Section 8.2(b)the Liens created by the Security Documents.
Appears in 2 contracts
Sources: Note and Warrant Purchase Agreement (Easyriders Inc), Note and Warrant Purchase Agreement (Easyriders Inc)
Restrictions on Liens. The Borrower and each Guarantor will not (i) Company shall not, nor shall it permit any Subsidiary to, create or incur or suffer to be created or incurred or to exist any Lien upon any of the Collateral, or upon the income or profits therefrom; (ii) transfer any of such Collateral or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt or performance of any other obligation in priority to payment of its general creditors; (iii) acquire, or agree or have an option to acquire, kind upon any property or assets upon conditional sale of any character, whether now owned or other title retention hereafter acquired or purchase money security agreement, device or arrangement; (iv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Debt or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (v) sell, assign, pledge or otherwise transfer any Collateralaccounts, contract rights, general intangibles or chattel paper, with or without recourse; provided that the Borrower may create or incur or suffer to be created or incurred or to exist , except as follows (the “Permitted Liens”):): Waste Connections, Inc. Note Purchase Agreement
(a) liens Liens (i) to secure taxes, assessments and other government charges in respect of obligations not overdue or liens (ii) on properties to secure claims for labor, material or supplies supplies, in each case, in respect of obligations not overdueoverdue or that are being contested in good faith by appropriate proceedings (provided that, if the obligation with respect to which any such Lien arises is being contested in good faith by appropriate proceedings, such obligation may remain unpaid during the pendency of such proceedings as long as the Company or its applicable Subsidiary shall have set aside on their books adequate reserves with respect thereto);
(b) deposits or pledges made in connection with, or to secure payment or performance of, or the provision of services by, the Company or any of its Subsidiaries to a customer, workmen’s compensation, unemployment insurance, old age pensions or other social security obligationsobligations other than any Lien imposed by ERISA and not permitted pursuant to Section 10.7;
(c) liens on properties Liens in respect of judgments or awards, awards (i) which have been in force for less than the Debt with applicable period for taking an appeal so long as execution is not levied thereunder or in respect to of which is permitted by the Company or its applicable Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review and in respect of which the Company or such Subsidiary maintains adequate reserves or (ii) that secure judgments for the payment of money not constituting an Event of Default under Section 8.2(e11(i);
(d) Liens of carriers, warehousemen, repairmen, landlords, mechanics and materialmen, and other like Liens, in existence less than 120 days from the date of creation thereof in respect of obligations not overdue, provided that such Liens may continue to exist for a period of more than 120 days if the validity or amount thereof shall currently be contested by the Company or its applicable Subsidiary in good faith by appropriate proceedings and if the Company or such Subsidiary shall have set aside on its books adequate reserves with respect thereto as required by GAAP and provided further that the Company or such Subsidiary will pay any such claim forthwith upon commencement of proceedings to foreclose any such Lien;
(e) encumbrances on real estate Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens Liens under leases to which the Borrower Company or any Guarantor Subsidiary is a party, and other minor liens or encumbrances Liens none of which in the opinion of the Borrower and Company or such Guarantor Subsidiary interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and Company or such GuarantorSubsidiary, which defects do not individually or in the aggregate have a materially adverse effect Material Adverse Effect;
(f) Liens securing Indebtedness permitted under Section 10.1(e) incurred in connection with the lease or acquisition of property or fixed assets or industrial bond financings, provided that such Liens shall encumber only the property or assets so acquired or financed and shall not exceed the purchase price thereof; Waste Connections, Inc. Note Purchase Agreement
(g) Liens, whether created by contract, law, regulation or ordinance, securing Indebtedness permitted by Sections 10.1(c), (f) or (h); provided that any security granted therefor is limited to (i) rights to payment under, and use of equipment or related assets to perform, the contracts to which such guaranty, suretyship or bond obligations relate or is otherwise on terms (including subordination terms) permitted pursuant to the business Bank Credit Agreement, (ii) Liens arising under the laws of suretyship and (iii) similar Liens granted in favor of municipalities or other governmental entities pursuant to any Municipal Contract; provided, that such Liens (A) encumber only the containers, bins, carts and vehicles used in connection with such Municipal Contract and (B) are promptly released as soon as such release is not prohibited under the terms of such Municipal Contract;
(h) Liens listed on Schedule 10.2 hereto;
(i) Liens securing Indebtedness permitted under Section 10.1(i) in the form of L/C Supported IRBs;
(j) Liens securing deposits made on account of liabilities to insurance carriers under insurance or self-insurance arrangements;
(i) Liens granted to a Receivables SPV in connection with a Permitted Receivables Transaction and securing Indebtedness of the Borrower Company and its Subsidiaries existing as of the date of the Assumption Agreement and listed on Schedule 2 to the Assumption Agreement in connection therewith and (ii) Liens of a Receivables SPV securing Indebtedness of such Receivables SPV permitted by Section 10.1(m); provided, in the case of clauses (i) and (ii), that such Liens attach only to the accounts receivable which are the subject of such Indebtedness and to the Equity Interests of the Receivables SPV;
(l) Liens granted in connection with secured Indebtedness incurred pursuant to Sections 10.1(a) or (b); provided that no such Liens may secure any Indebtedness under any Material Credit Facility unless effective provision is made whereby the Notes will be equally and ratably secured with any and all such Indebtedness thereby secured pursuant to customary documentation reasonably satisfactory to the Required Holders;
(m) good faith deposits in connection with bids, tenders and contracts, deposits to secure public or statutory obligations and deposits to secure surety or appeal bonds or import duties or other obligations and arrangements described in Section 10.1(f), in each case incurred in the ordinary course of business;
(n) Liens incurred in the ordinary course of business relating to banker’s Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a depository institution;
(o) any Liens related to a sale and leaseback transaction permitted pursuant to Section 10.5; Waste Connections, Inc. Note Purchase Agreement
(p) any Lien on cash or cash equivalents arising from any escrow or cash collateral account for the benefit of any hedge bank or other swap counterparty in connection with the incurrence of Indebtedness permitted by Section 10.1(g) with respect to a Subsidiary of the Company that is not a Subsidiary Guarantor; and
(eq) liens securing Debt permitted under any cash collateral required to be delivered by or on behalf of the Company pursuant to Section 8.2(b)2.18 of the Bank Credit Agreement.
Appears in 2 contracts
Sources: Assumption and Exchange Agreement (Waste Connections, Inc.), Assumption and Exchange Agreement (Waste Connections US, Inc.)
Restrictions on Liens. The Neither Borrower will, and each Guarantor will not permit any of its Subsidiaries to, (ia) create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of the Collateralits property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (iib) transfer any of such Collateral property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iiic) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (ivd) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Debt Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (ve) sell, assign, pledge or otherwise transfer any Collateralaccounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse; or (f) enter into or permit to exist any arrangement or agreement which directly or indirectly prohibits either Borrower from creating or incurring any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind, other than pursuant to the Security Documents; provided that the such Borrower and any Subsidiary of such Borrower may create or incur or suffer to be created or incurred or to exist (the “Permitted Liens”):exist:
(ai) liens to secure taxes, assessments and other government charges in respect of obligations not overdue or liens on properties other than Real Estate to secure claims for labor, material or supplies in respect of obligations not overdue;
(bii) deposits or pledges made in connection with, or to secure payment of, workmen’s 's compensation, unemployment insurance, old age pensions or other social security obligations;
(ciii) liens on properties other than Real Estate in respect of judgments or awards, the Debt Indebtedness with respect to which is permitted by Section 8.2(ess.9.1(d);
(div) liens of carriers, warehousemen, mechanics and materialmen, and other like liens on properties other than Real Estate, in existence less than 120 days from the date of creation thereof in respect of obligations not overdue;
(v) encumbrances on real estate Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s 's or lessor’s 's liens under leases to which the such Borrower or any Guarantor a Subsidiary of such Borrower is a party, and other minor liens or encumbrances none of which in the opinion of the such Borrower and such Guarantor interferes materially with the use of the property affected in the ordinary conduct of the business of the such Borrower and such Guarantorits Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of such Borrower individually or of such Borrower and its Subsidiaries on a consolidated basis;
(vi) liens existing on the Borrower date hereof and listed on Schedule 9.2 hereto;
(vii) purchase money security interests in or purchase money mortgages on real or personal property other than Real Estate acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by ss.9.1(g), incurred in connection with the acquisition of such Guarantorproperty, which security interests or mortgages cover only the real or personal property so acquired; and
(eviii) liens securing Debt permitted in favor of the Administrative Agent for the benefit of the Lenders and the Administrative Agent under Section 8.2(b)the Loan Documents.
Appears in 2 contracts
Sources: Credit Agreement (Starter Corp), Credit Agreement (Starter Corp)
Restrictions on Liens. The Borrower and each Guarantor will not permit any of Bairnco or any Bairnco Subsidiary to, (i) create or incur or suffer to be created or incurred or to exist any Lien upon any of the Collateraltheir respective Property, or upon the income or profits therefrom; (ii) transfer any of such Collateral Property or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt or performance of any other obligation in priority to payment of its general creditors; (iii) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (iv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Debt or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (v) sell, assign, pledge or otherwise transfer any Collateralaccounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse; provided that the Borrower Bairnco and any Bairnco Subsidiary may create or incur or suffer to be created or incurred or to exist (the “Permitted Liens”"PERMITTED LIENS"):
(a) liens to secure taxes, assessments and other government charges in respect of obligations not overdue or liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue;
(b) deposits or pledges made in connection with, or to secure payment of, workmen’s 's compensation, unemployment insurance, old age pensions or other social security obligations;
(c) liens on properties in respect of judgments or awards, the Debt with respect to which is permitted by Section 8.2(e8.2(f);
(d) encumbrances on real estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s 's or lessor’s 's liens under leases to which the Borrower any Bairnco or any Guarantor Bairnco Subsidiary is a party, and other minor liens or encumbrances none of which in the opinion of the Borrower and such Guarantor Lender interferes materially with the use of the property Property affected in the ordinary conduct of the business of the Borrower and such GuarantorLoan Party, which defects do not individually or in the aggregate have a materially adverse effect Material Adverse Effect on the business of such Loan Party individually or of Bairnco and any Bairnco Subsidiary on a consolidated basis;
(e) purchase money security interests incurred in the Borrower or such Guarantorordinary course;
(f) Liens securing the Senior Debt under the Existing Senior Facility.
(g) Liens securing Plan Waiver Obligations; and
(eh) liens Liens securing Debt permitted under Section 8.2(b)the Bridge Facility.
Appears in 2 contracts
Sources: Subordinated Loan and Security Agreement (WHX Corp), Subordinated Loan and Security Agreement (Steel Partners Ii Lp)
Restrictions on Liens. The Borrower will not, and each Guarantor will not permit any of its Subsidiaries to, (i) create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of the Collateralits property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (ii) transfer any of such Collateral property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iii) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (iv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Debt Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (v) sell, assign, pledge or otherwise transfer any Collateralaccounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse; provided PROVIDED that the Borrower and any Subsidiary of the Borrower may create or incur or suffer to be created or incurred or to exist (the “Permitted Liens”):exist:
(a) liens to secure taxes, assessments and other government charges in respect of obligations not overdue or liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue;
(b) deposits or pledges made in connection with, or to secure payment of, workmen’s 's compensation, unemployment insurance, old age pensions or other social security obligations;
(c) liens on properties in respect of judgments or awards, the Debt Indebtedness with respect to which is permitted by Section 8.2(e10.1(d);
(d) liens of carriers, warehousemen, mechanics and materialmen, and other like liens in existence less than 120 days from the date of creation thereof in respect of obligations not overdue;
(e) encumbrances on real estate Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s 's or lessor’s 's liens under leases to which the Borrower or any Guarantor a Subsidiary of the Borrower is a party, and other minor liens or encumbrances none of which in the opinion of the Borrower and such Guarantor interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and such Guarantorits Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower individually or such Guarantorof the Borrower and its Subsidiaries on a consolidated basis;
(f) liens existing on the date hereof and listed on SCHEDULE 10.2 hereto;
(g) liens and encumbrances on each Mortgaged Property as and to the extent permitted by the Mortgage applicable thereto;
(h) liens securing Indebtedness permitted pursuant to Sections 10.1(g), (j), (m) or (n); and
(ei) liens in favor of the Agent for the benefit of the Banks securing Debt permitted under Section 8.2(b)the Obligations.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Restaurant Co), Revolving Credit Agreement (Perkins Finance Corp)
Restrictions on Liens. The Borrower and each Guarantor will not (ia) create or incur or suffer to be created or incurred or to exist any Lien upon any of the Collateralits property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (iib) transfer any of such Collateral property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iiic) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (ivd) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Debt Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (ve) sell, assign, pledge or otherwise transfer any Collateral“receivables” as defined in clause (g) of the definition of the term “Indebtedness”, with or without recourse; provided provided, that the Borrower may create or incur or suffer to be created or incurred or to exist (the “Permitted Liens”):exist:
(ai) liens Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or liens on properties that are being contested in good faith by appropriate proceedings that are not reasonably likely to secure claims result in any civil or criminal penalty to the Administrative Agent or any Lender and for labor, material or supplies the payment of which adequate reserves are maintained in respect of obligations not overdueaccordance with GAAP;
(bii) deposits Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties, in existence less than 60 days after the Borrower or pledges made the Manager has knowledge thereof or that are being contested in connection with, good faith by appropriate proceedings that are not reasonably likely to result in any civil or criminal penalty to secure the Administrative Agent or the Lender and for the payment of, workmen’s compensation, unemployment insurance, old age pensions or other social security obligationsof which adequate reserves are maintained in accordance with GAAP;
(ciii) liens on properties Liens in respect favor of judgments or awardsthe Administrative Agent, for the Debt with respect to which is permitted by Section 8.2(e)benefit of the Secured Parties, under the Loan Documents;
(div) encumbrances on real estate Liens consisting of easements, rights interests of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens under leases to which the Borrower or any Guarantor is a party, and other minor liens or encumbrances none of which in the opinion lessees of the Borrower and such Guarantor interferes materially with the use of the property affected Containers or arising from precautionary UCC financing statement filings regarding leases entered into in the ordinary conduct course;
(v) Liens in favor of banks on items in collection (and the documents related thereto) arising in the ordinary course of business of the Borrower and such Guarantor, which defects do not individually or in the aggregate have a materially adverse effect on the business under Article IV of the Borrower or such Guarantor; and
(e) liens securing Debt permitted under Section 8.2(b)Uniform Commercial Code.
Appears in 2 contracts
Sources: Credit Agreement (SeaCube Container Leasing Ltd.), Credit Agreement (SeaCube Container Leasing Ltd.)
Restrictions on Liens. The Borrower and each Guarantor will Borrowers shall not (i) create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any property or assets of the Collateralany character, whether now owned or hereafter acquired, or upon the income or profits therefrom; (ii) or transfer any of such Collateral property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iii) or acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (iv) or suffer to exist for a period of more than thirty (30) 30 days after the same shall have been incurred any Debt Indebtedness or claim or demand against it that which if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (v) sell, assign, pledge or otherwise transfer any Collateralaccounts, contract rights, general intangibles or chattel paper, with or without recourse; provided that the Borrower may create or incur or suffer to be created or incurred or to exist , except as follows (the “"Permitted Liens”"):
(a) liens Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue;
(b) deposits Deposits or pledges made in connection with, or to secure payment of, workmen’s 's compensation, unemployment insurance, old age pensions or other social security obligations;
(c) liens on properties Liens in respect of judgments or awards, awards which have been in force for less than the Debt with applicable period for taking an appeal so long as execution is not levied thereunder or in respect to of which is permitted by Section 8.2(e)the applicable Borrower shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review and in respect of which such Borrower maintains adequate reserves;
(d) encumbrances Liens of carriers, warehousemen, mechanics and materialmen, and other like liens, in existence less than 120 days from the date of creation thereof in respect of obligations not overdue, provided that such liens may continue to exist for a period of more than 120 days if the validity or amount thereof shall currently be contested by the applicable Borrower in good faith by appropriate proceedings and if such Borrower shall have set aside on real estate its books adequate reserves with respect thereto as required by GAAP and provided further that such Borrower will pay any such claim forthwith upon commencement of proceedings to foreclose any such lien;
(e) Encumbrances on Real Property consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s 's or lessor’s 's liens under leases to which the any Borrower or any Guarantor is a party, and other minor liens or encumbrances none of which in the opinion of the such Borrower and such Guarantor interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and such GuarantorBorrower, which defects do not individually or in the aggregate have a materially material adverse effect on the business of such Borrower individually or of the Borrower or such Guarantor; andBorrowers on a consolidated basis;
(ef) Liens existing as of June 29, 1998 and listed on Schedule 8.2 on the terms and conditions in effect as of the date hereof (subject to the termination or amendment of certain liens securing Debt as noted on such Schedule);
(i) previously existing Liens granted by acquired Subsidiaries with respect to asset financings (mortgages, Capitalized Leases, etc.) or industrial revenue bonds permitted under Section 8.2(b).ss.8.1
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Nationsrent Inc)
Restrictions on Liens. The Borrower will not, and each Guarantor will not permit any of its Subsidiaries, other than Excluded Subsidiaries, to, (ia) create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of the Collateralits property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (iib) transfer any of such Collateral property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iiic) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (ivd) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Debt Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (ve) 83 -76- sell, assign, pledge or otherwise transfer any Collateralaccounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse; provided that the Borrower and any Subsidiary of the Borrower may create or incur or suffer to be created or incurred or to exist (the “Permitted Liens”):exist:
(ai) liens to secure taxes, assessments and other government charges in respect of obligations not overdue or liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue;
(bii) deposits or pledges made in connection with, or to secure payment of, workmen’s 's compensation, unemployment insurance, old age pensions or other social security obligations;
(ciii) liens on properties in respect of judgments or awards, the Debt Indebtedness with respect to which is permitted by Section 8.2(e)10.1(d) hereof;
(div) liens of carriers, warehousemen, mechanics and materialmen, and other like liens on properties in existence less than 120 days from the date of creation thereof in respect of obligations not overdue; provided that, such liens are being contested in good faith and by appropriate proceedings;
(v) encumbrances on real estate Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s 's or lessor’s 's liens under leases to which the Borrower or any Guarantor a Subsidiary of the Borrower is a party, and other minor liens or encumbrances none of which in the opinion of the Borrower and such Guarantor interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and such Guarantorits Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower individually or of the Borrower and its Subsidiaries on a consolidated basis;
(vi) liens existing on the Closing Date and listed on Schedule 10.2 hereto;
(vii) liens on assets subject to a Capital Lease permitted under Section 10.1(f) hereof; purchase money security interests in or purchase money mortgages on real or personal property acquired after the Closing Date (other than Mortgaged Properties) to secure purchase money Indebtedness of the type and amount permitted by Section 10.1(g) hereof, incurred in connection with 84 -77- the acquisition of such Guarantorproperty, which security interests or mortgages cover only the real or personal property so acquired;
(viii) liens and encumbrances on each Mortgaged Property as and to the extent permitted by the Mortgage applicable thereto; and
(eix) liens securing Debt permitted in favor of the Administrative Agent for the benefit of the Banks and the Administrative Agent under Section 8.2(b)the Loan Documents.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Emmis Communications Corp)
Restrictions on Liens. The Borrower and each Guarantor will Borrowers shall not (i) create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any property or assets of the Collateralany character, whether now owned or hereafter acquired, or upon the income or profits therefrom; (ii) or transfer any of such Collateral property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iii) or acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (iv) or suffer to exist for a period of more than thirty (30) 30 days after the same shall have been incurred any Debt Indebtedness or claim or demand against it that which if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (v) sell, assign, pledge or otherwise transfer any Collateralaccounts, contract rights, general intangibles or chattel paper, with or without recourse; provided that the Borrower may create or incur or suffer to be created or incurred or to exist , except as follows (the “"Permitted Liens”"):
(a) liens Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue;
(b) deposits Deposits or pledges made in connection with, or to secure payment of, workmen’s 's compensation, unemployment insurance, old age pensions or other social security obligations;
(c) liens on properties Liens in respect of judgments or awards, awards which have been in force for less than the Debt with applicable period for taking an appeal so long as execution is not levied thereunder or in respect to of which is permitted by Section 8.2(e)the applicable Borrower shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review and in respect of which such Borrower maintains adequate reserves;
(d) encumbrances Liens of carriers, warehousemen, mechanics and materialmen, and other like liens, in existence less than 120 days from the date of creation thereof in respect of obligations not overdue, provided that such liens may continue to exist for a period of more than 120 days if the validity or amount thereof shall currently be contested by the applicable Borrower in good faith by appropriate proceedings and if such Borrower shall have set aside on real estate its books adequate reserves with respect thereto as required by GAAP and provided further that such Borrower will pay any such claim forthwith upon commencement of proceedings to foreclose any such lien;
(e) Encumbrances on Real Property consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s 's or lessor’s 's liens under leases to which the any Borrower or any Guarantor is a party, and other minor liens or encumbrances none of which in the opinion of the such Borrower and such Guarantor interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and such GuarantorBorrower, which defects do not individually or in the aggregate have a materially material adverse effect on the business of such Borrower individually or of the Borrower or such Guarantor; andBorrowers on a consolidated basis;
(ef) Liens existing as of the date hereof and listed on Schedule 7.2 on the terms and conditions in effect as of the date hereof (subject to the termination or amendment of certain liens securing Debt as noted on such Schedule);
(i) previously existing Liens granted by Acquired Subsidiaries with respect to asset financings (mortgages, Capitalized Leases, etc.) or industrial revenue bonds permitted under Section 8.2(b).ss.7.1
Appears in 1 contract
Restrictions on Liens. The No Borrower and each Guarantor will, nor will not (i) any Borrower permit any Subsidiary to, create or incur or suffer to be created or incurred or to exist any Lien upon any of its property or assets of any character (other than upon any margin stock, as defined in Regulation U of the CollateralBoard of Governors of the Federal Reserve System, owned by any Borrower or any Subsidiary arising in connection with Investments permitted pursuant to clauses (h) and (i) of Section 8.03 hereof), whether now owned or hereafter acquired, or upon the income or profits therefrom; (ii) or transfer any of such Collateral property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iii) or acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (iv) or suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Debt Indebtedness or claim or demand against it that which if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (v) sell, assign, pledge or otherwise transfer any Collateralaccounts, contract rights, general intangibles or chattel paper, with or without recourse; provided that the Borrower may create or incur or suffer to be created or incurred or to exist (the “Permitted Liens”):, except:
(a) liens To the extent permitted under Section 8.01(f) hereof, Liens securing the Indebtedness incurred in connection with the acquisition of property or assets useful or intended to be used in carrying on the business of the Borrowers or the acquiring Subsidiary, provided that such Liens shall encumber only the property or assets so acquired and do not exceed the fair market value thereof;
(b) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue;
(bc) deposits Deposits or pledges made in connection with, or to secure payment of, workmen’s workers’ compensation, unemployment insurance, old age pensions or other social security obligations;
(cd) liens on properties Liens in respect of judgments or awards, the Debt Indebtedness with respect to which is permitted by Section 8.2(e)8.01(e) hereof;
(de) encumbrances on real estate Liens of carriers, warehousemen, mechanics and materialmen, and other like liens, in existence less than one hundred and twenty (120) days from the date of creation thereof in respect of obligations not overdue;
(f) Encumbrances consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens under leases to which the any Borrower or any Guarantor Subsidiary is a party, and other minor liens or encumbrances none of which in the reasonable opinion of the respective Borrower and such Guarantor or Borrowers interferes materially with the use of the property affected in the ordinary conduct of the business of the such Borrower and such Guarantorits Subsidiaries, which defects do not individually or in the aggregate have a materially material adverse effect on the business of such Borrower individually or of the Borrower or such GuarantorBorrowers and their Subsidiaries on a consolidated basis; and
(eg) liens Liens securing Debt permitted under Section 8.2(b)the Obligations.
Appears in 1 contract
Sources: Revolving Credit Agreement (TRC Companies Inc /De/)
Restrictions on Liens. The Borrower will not, and each Guarantor will not permit any of its Subsidiaries to, (ia) create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of the Collateralits property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (iib) transfer any of such Collateral property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iiic) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (ivd) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Debt Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvencyinsolvency under the laws of the United States of America or any state thereof, or otherwise, be given any priority whatsoever over its general creditors; or (ve) sell, assign, pledge or otherwise transfer any Collateralaccounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse; provided PROVIDED that the Borrower and any Subsidiary of the Borrower may create or incur or suffer to be created or incurred or to exist (the “Permitted Liens”):exist:
(ai) liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower;
(ii) liens to secure taxes, assessments and other government charges in respect of obligations not overdue or and liens on properties to secure claims for labor, material or supplies supplies, in each case in respect of obligations not overdueoverdue or which are being contested in good faith and by appropriate proceedings and for which the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto;
(biii) deposits or pledges made in connection with, or to secure payment of, workmen’s worker's compensation, unemployment insurance, old age pensions or other social security obligations;
(civ) liens on properties in respect of judgments or awards, awards that have been in force for less than the Debt with applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or such Subsidiary is at the time in good faith prosecuting an appeal and in respect of which a stay of execution shall have been obtained pending such appeal or shall have obtained an unsecured bond sufficient to which is permitted by Section 8.2(e)release such lien;
(dv) liens of carriers, warehousemen, mechanics and materialmen, and other like liens, in respect of obligations not overdue or, if such obligations are overdue, being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary shall have set aside on its books adequate reserves with respect thereto, PROVIDED that no proceeding to foreclose any such lien shall have been commenced;
(vi) encumbrances on real estate Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s 's or lessor’s 's liens under leases Capitalized Leases to which the Borrower or any Guarantor a Subsidiary of the Borrower is a party, and other minor liens or encumbrances none of which in the opinion of the Borrower and such Guarantor interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and such Guarantorits Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower individually or of the Borrower and its Subsidiaries on a consolidated basis;
(vii) liens existing on the Closing Date and listed on SCHEDULE 7.2 attached hereto or liens on the same assets in connection with the refinancing of such existing liens;
(viii) liens arising in the ordinary course of business of the Borrower or a Subsidiary of the Borrower none of which in the opinion of the Borrower interferes materially with the use of the property affected in the ordinary course of business of the Borrower and its Subsidiaries and which do not, individually or in the aggregate, have a materially adverse effect on the business of the Borrower or such GuarantorSubsidiary individually or of the Borrower and its Subsidiaries on a consolidated basis;
(ix) purchase money security interests in or purchase money mortgages on real or personal property acquired after the Closing Date to secure purchase money Indebtedness of the type permitted by Section 7.1(m) hereof, incurred in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired;
(x) liens on accounts receivable of the Borrower and/or its Subsidiaries that are the subject of and secure the Securitization;
(xi) liens securing other permitted Indebtedness that does not exceed $25,000,000 in the aggregate;
(xii) liens in respect of the interests of lessors under Capitalized Leases; and
(exiii) liens on Real Estate securing Debt Indebtedness permitted under Section 8.2(b)7.1(n) hereof.
Appears in 1 contract
Restrictions on Liens. The Borrower and each Guarantor will not (i) shall not, nor shall it permit any Subsidiary to, create or incur or suffer to be created or incurred or to exist any Lien upon any of the Collateral, or upon the income or profits therefrom; (ii) transfer any of such Collateral or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt or performance of any other obligation in priority to payment of its general creditors; (iii) acquire, or agree or have an option to acquire, kind upon any property or assets upon conditional sale of any character, whether now owned or other title retention or purchase money security agreement, device or arrangement; (iv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Debt or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditorshereafter acquired; or (v) sell, assign, pledge or otherwise transfer any Collateralaccounts, contract rights, general intangibles or chattel paper, with or without recourse; provided that the Borrower may create , which sale, assignment, pledge or incur or suffer other transfer gives rise to be created or incurred or to exist a Lien, except as follows (the “Permitted Liens”):
(a) liens Liens (i) to secure taxes, assessments and other government charges in respect of obligations not overdue or liens (ii) on properties to secure claims for labor, material or supplies supplies, in each case, in respect of obligations not overdueoverdue or that are being contested in good faith by appropriate proceedings (provided that, if the obligation with respect to which any such Lien arises is being contested in good faith by appropriate proceedings, such obligation may remain unpaid during the pendency of such proceedings as long as the Borrower or its applicable Subsidiary shall have set aside on their books adequate reserves with respect thereto);
(b) deposits or pledges made in the ordinary course of business in connection with, or to secure payment of, with workmen’s compensation, unemployment insurance, old age pensions or other social security obligationsobligations other than any Lien imposed by ERISA and not permitted pursuant to Section 7.07;
(c) liens on properties Liens in respect of judgments or awards, awards (i) which have been in force for less than the Debt with applicable period for taking an appeal so long as execution is not levied thereunder or in respect to of which is permitted by the Borrower or its applicable Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review and in respect of which the Borrower or such Subsidiary maintains adequate reserves or (ii) that secure judgments for the payment of money not constituting an Event of Default under Section 8.2(e8.01(i);
(d) Liens of carriers, warehousemen, repairmen, landlords, mechanics and materialmen, and other like Liens, in existence less than one hundred twenty (120) days from the date of creation thereof in respect of obligations not overdue; provided, that such Liens may continue to exist for a period of more than one hundred twenty (120) days if the validity or amount thereof shall currently be contested by the Borrower or its applicable Subsidiary in good faith by appropriate proceedings and if the Borrower or such Subsidiary shall have set aside on its books adequate reserves with respect thereto as required by GAAP; and provided further, that the Borrower or such Subsidiary will pay any such claim forthwith upon commencement of proceedings to foreclose any such Lien;
(e) encumbrances on real estate Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens Liens under leases to which the Borrower or any Guarantor Subsidiary is a party, and other minor liens or encumbrances Liens none of which in the opinion of the Borrower and or such Guarantor Subsidiary interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and or such GuarantorSubsidiary, which defects do not individually or in the aggregate have a materially adverse effect on Material Adverse Effect;
(f) [Reserved];
(g) good faith deposits in connection with bids, tenders and contracts, deposits to secure public or statutory obligations and deposits to secure surety bonds or import duties, in each case incurred in the ordinary course of business;
(h) Liens incurred in the ordinary course of business relating to banker’s Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a depository institution;
(i) Liens arising from precautionary UCC or PPSA financing statement filings regarding “true” leases entered into by the Borrower or such Guarantorits Subsidiaries in the ordinary course of business; and
(ej) liens other Liens, in addition to those permitted by clauses (a) through (i), securing Indebtedness and other obligations, so long as the aggregate outstanding amount of Priority Debt and such other obligations at any time does not exceed 15% of Consolidated Tangible Assets; provided, that any Lien in connection with a Permitted Receivables Transaction shall meet the requirements of a Permitted Receivables Lien; and provided further that no such Liens permitted under Section 8.2(b)this clause (j) may secure any Indebtedness under any Material Credit Facility unless effective provision is made whereby the Obligations will be equally and ratably secured with any and all such Indebtedness thereby secured pursuant to customary documentation reasonably satisfactory to the Agents.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Waste Connections, Inc.)
Restrictions on Liens. The Borrower and each Guarantor will not (i) Company shall not, nor shall it permit any Subsidiary to, create or incur or suffer to be created or incurred or to exist any Lien upon any of the Collateral, or upon the income or profits therefrom; (ii) transfer any of such Collateral or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt or performance of any other obligation in priority to payment of its general creditors; (iii) acquire, or agree or have an option to acquire, kind upon any property or assets upon conditional sale of any character, whether now owned or other title retention or purchase money security agreement, device or arrangement; (iv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Debt or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvencyhereafter acquired, or otherwise, be given any priority whatsoever over its general creditors; or (v) sell, assign, pledge or otherwise transfer any Collateralaccounts, contract rights, general intangibles or chattel paper, with or without recourse; provided that the Borrower may create , which sale, assignment, pledge or incur or suffer other transfer gives rise to be created or incurred or to exist a Lien, except as follows (the “Permitted Liens”):
(a) liens Liens (i) to secure taxes, assessments and other government charges in respect of obligations not overdue or liens (ii) on properties to secure claims for labor, material or supplies supplies, in each case, in respect of obligations not overdue;overdue or that are being contested in good faith by appropriate proceedings (provided that, if the obligation with respect to which any such Lien arises is being contested in good faith by appropriate proceedings, such obligation may remain unpaid during the pendency of such proceedings as long as the Company or its applicable Subsidiary shall have set aside on their books adequate reserves with respect thereto); Waste Connections, Inc. Note Purchase Agreement
(b) deposits or pledges made in the ordinary course of business in connection with, or to secure payment of, with workmen’s compensation, unemployment insurance, old age pensions or other social security obligationsobligations other than any Lien imposed by ERISA and not permitted pursuant to Section 10.7;
(c) liens on properties Liens in respect of judgments or awards, awards (i) which have been in force for less than the Debt with applicable period for taking an appeal so long as execution is not levied thereunder or in respect to of which is permitted by the Company or its applicable Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review and in respect of which the Company or such Subsidiary maintains adequate reserves or (ii) that secure judgments for the payment of money not constituting an Event of Default under Section 8.2(e11(i);
(d) Liens of carriers, warehousemen, repairmen, landlords, mechanics and materialmen, and other like Liens, in existence less than 120 days from the date of creation thereof in respect of obligations not overdue, provided that such Liens may continue to exist for a period of more than 120 days if the validity or amount thereof shall currently be contested by the Company or its applicable Subsidiary in good faith by appropriate proceedings and if the Company or such Subsidiary shall have set aside on its books adequate reserves with respect thereto as required by GAAP and provided further that the Company or such Subsidiary will pay any such claim forthwith upon commencement of proceedings to foreclose any such Lien;
(e) encumbrances on real estate Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens Liens under leases to which the Borrower Company or any Guarantor Subsidiary is a party, and other minor liens or encumbrances Liens none of which in the opinion of the Borrower and Company or such Guarantor Subsidiary interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and Company or such GuarantorSubsidiary, which defects do not individually or in the aggregate have a materially adverse effect Material Adverse Effect;
(f) [Reserved];
(g) good faith deposits in connection with bids, tenders and contracts, deposits to secure public or statutory obligations and deposits to secure surety bonds or import duties, in each case incurred in the ordinary course of business;
(h) Liens incurred in the ordinary course of business relating to banker’s Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a depository institution; Waste Connections, Inc. Note Purchase Agreement
(i) any cash collateral required to be delivered by or on the business behalf of the Borrower Company pursuant to Section 2.18 (or such Guarantorany replacement section) of the Bank Credit Agreement;
(j) Liens arising from precautionary UCC or PPSA financing statement filings regarding “true” leases entered into by the Company or its Subsidiaries in the ordinary course of business; and
(ek) liens other Liens, in addition to those permitted by clauses (a) through (j), securing Indebtedness and other obligations, so long as the aggregate outstanding amount of Priority Debt and such other obligations at any time does not exceed 15% of Consolidated Tangible Assets; provided that any Lien in connection with a Permitted Receivables Transaction shall meet the requirements of a Permitted Receivables Lien; and provided further that no such Liens permitted under Section 8.2(b)this clause (k) may secure any Indebtedness under any Material Credit Facility unless effective provision is made whereby the Notes will be equally and ratably secured with any and all such Indebtedness thereby secured pursuant to customary documentation reasonably satisfactory to the Required Holders.
Appears in 1 contract
Sources: Master Note Purchase Agreement (Waste Connections, Inc.)
Restrictions on Liens. The Borrower and each Guarantor Neither the Company nor any of its Subsidiaries will not (i) create or incur or suffer to be created or incurred or to exist any Lien of any kind upon any of the Collateralits Properties or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (ii) or transfer any of such Collateral Property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iii) or acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (iv) or suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Debt Indebtedness or claim or demand against it that which if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditorscreditors (other than those claims which the Company is contesting in good faith by appropriate proceedings and as to which the Company shall have set aside on its books adequate reserves with respect thereto); or (v) sell, assign, pledge or otherwise transfer any Collateralaccounts, contract rights, general intangibles or chattel paper, with or without recourse; provided provided, however, that the Borrower Company and its Subsidiaries may create or incur or suffer to be created or incurred or to exist any of the following (the “"Permitted Liens”"):
(a) liens Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or liens on properties to secure claims for labor, material or supplies in respect of obligations not overdueoverdue or due but being contested to the extent permitted by Section 7.4;
(b) deposits Deposits or pledges made in connection with, or to secure payment of, workmen’s 's compensation, unemployment insurance, old age pensions or other social security obligations;
(c) liens on properties Liens in respect of final judgments or awards, awards against the Debt with respect to which is permitted by Section 8.2(eCompany or any of its Subsidiaries in an aggregate amount of not greater than $100,000 (in excess of available insurance recoveries);
(d) encumbrances on real estate Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens;
(e) Encumbrances consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s 's or lessor’s liens 's Liens under leases to which the Borrower Company or any Guarantor of its Subsidiaries is a party, and other minor liens Liens or encumbrances none of which in the opinion of the Borrower and such Guarantor interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower Company and such Guarantor, its Subsidiaries and which defects do not individually or in the aggregate have a materially material adverse effect on the business business, assets, financial condition or prospects of the Borrower Company or such Guarantorany of its Subsidiaries;
(f) Any Liens on the assets and Property of the Company from time to time securing Permitted Indebtedness;
(g) Any Liens existing on the date of this Agreement; and
(eh) liens securing Debt permitted under Section 8.2(b)Any other Liens which shall be approved by the Board of Directors by a Supermajority Board Vote.
Appears in 1 contract
Sources: Securities Purchase Agreement (Gabriel Communications Inc /De/)
Restrictions on Liens. The Borrower will not, and each Guarantor will not cause, permit, or suffer any of its Consolidated Subsidiaries to (ia) create or incur incur, or cause, permit, or suffer to be created or incurred or to exist exist, any Lien upon any of the Collateralits property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (iib) transfer any of such Collateral property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iiic) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device device, or arrangement; (ivd) suffer to exist any Indebtedness or claim or demand for a period of more than thirty (30) days after time such that the same shall have been incurred any Debt or claim or demand against it that if unpaid might by law Government Mandate or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (ve) sell, assign, pledge pledge, or otherwise transfer any Collateralaccounts, contract rights, general intangibles, chattel paper, or instruments, with or without recourse, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; provided that the Borrower and any Subsidiary of the Borrower may create or incur incur, or cause, permit, or suffer to be created or incurred or to exist (the “Permitted Liens”):exist:
(ai) liens Liens imposed by Government Mandate to secure taxes, assessments assessments, and other government charges in respect of obligations not overdue or liens on properties to secure claims for laborwhich are being contested in good faith and by appropriate proceedings diligently conducted, material or supplies if adequate reserves are maintained in accordance with GAAP;
(ii) statutory Liens of carriers, warehousemen, mechanics, suppliers, laborers, and materialmen, and other like Liens in the ordinary course of business, in each case in respect of obligations not overdueoverdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAP;
(biii) Liens arising out of pledges or deposits or pledges made in the ordinary course of business in connection with, or to secure payment of, workmen’s with workers’ compensation, unemployment insurance, old age pensions or insurance and other social security obligationslegislation, other than any Lien imposed by ERISA;
(civ) liens Liens on properties deposits to secure performance of bids or performance bonds and other similar Liens, in respect the ordinary course of judgments or awards, the Debt with respect to which is permitted by Section 8.2(e)business;
(dv) encumbrances Liens on real estate Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and property, defects and irregularities in the title thereto, landlord’s or lessor’s liens under leases to which the Borrower or any Guarantor is a party, and other minor liens or encumbrances Liens, provided, none of which such Liens in the reasonable opinion of the Borrower and such Guarantor interferes materially with the use of the affected property affected in the ordinary conduct of the business of the Borrower and such Guarantorits Subsidiaries;
(vi) the rights and interests of landlords and lessors under leases of Real Estate leased by the Borrower or one of its Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect as lessee;
(vii) Liens outstanding on the business Closing Date and set forth on Schedule 7.3;
(viii) Liens in favor of either the Borrower or a Consolidated Subsidiary on all or part of the assets of any Subsidiary of the Borrower securing Indebtedness owing by such Subsidiary to the Borrower or such Consolidated Subsidiary, as the case may be;
(ix) Liens on interests of the Borrower or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such Guarantorpartnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Borrower or its Subsidiaries of their obligations in respect of such partnership or joint venture;
(x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device);
(xi) Liens securing purchase money Indebtedness so long as such Liens are only on the asset acquired with such purchase money Indebtedness and secure only the Indebtedness incurred to purchase such asset;
(xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities of the Broker-Dealer Subsidiaries;
(xiii) Liens in favor of the Lender to secure the Obligations;
(xiv) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into in the ordinary course of business;
(xv) banker’s Liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions in the ordinary course of business; and
(exvi) liens Liens (in addition to those specified in clauses (i) through (xv) above) securing Debt permitted under Section 8.2(bIndebtedness in an aggregate amount for the Borrower and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged to the Lender its coverage obligation in writing).
Appears in 1 contract
Restrictions on Liens. The Neither Parent nor the Borrower and each Guarantor will not permit --------------------- nor will they permit any of their Subsidiaries to, (i) create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of the Collateralits property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (ii) transfer any of such Collateral property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iii) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (iv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Debt Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (v) sell, assign, pledge or otherwise transfer any Collateralaccounts, with contract rights, general intangibles, chattel paper or without recourse; instruments, provided that the Parent, the Borrower or any of their -------- Subsidiaries may create or incur or suffer to be created or incurred or to exist (the “Permitted Liens”):exist:
(a) liens to secure taxes, assessments and other government charges in respect of obligations not overdue or liens on properties other than Mortgaged Properties to secure claims for labor, material or supplies in respect of obligations not overdueoverdue or which are being contested in good faith and by appropriate proceedings in accordance with Section 10.8;
(b) deposits or pledges made in connection with, or to secure payment of, workmen’s 's compensation, unemployment insurance, old age pensions or other social security obligations;
(c) liens on properties in respect of judgments or awards, the Debt Indebtedness with respect to which is permitted by Section 8.2(e(S)11.1(d);
(d) liens of carriers, warehousemen, mechanics and materialmen, and other like liens on properties other than Mortgaged Properties, in existence less than 120 days from the date of creation thereof in respect of obligations not overdue or which are being contested in good faith and by appropriate proceedings in accordance with Section 10.8;
(e) encumbrances on real estate Real Estate other than the Mortgaged Property consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s 's or lessor’s 's liens under leases to which the Borrower or any a Subsidiary Guarantor is a party, and other minor liens or encumbrances none of which in the opinion of the Borrower and such Guarantor interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and or such Subsidiary Guarantor, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower or such Subsidiary Guarantor, individually or of the Parent, the Borrower and their respective Subsidiaries on a consolidated basis;
(f) liens existing on the date hereof and listed on Schedule 11.2 -------- ---- hereto;
(g) purchase money security interests in or purchase money mortgages on real or personal property other than Mortgaged Properties acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by (S)11.1(g), incurred in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired;
(h) liens and encumbrances on each Mortgaged Property as and to the extent permitted by the Mortgage applicable thereto; and
(ei) liens securing Debt permitted in favor of the Agent for the benefit of the Banks and the Agent under Section 8.2(b)the Loan Documents.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Chart House Enterprises Inc)
Restrictions on Liens. The Borrower Company will not, and each Guarantor will not permit any Subsidiary (iother than any Foreign Subsidiary) to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of the Collateralits property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (iib) transfer any of such Collateral property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iiic) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (iv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Debt or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (vd) sell, assign, pledge or otherwise transfer any Collateral, "receivables" as defined in clause (g) of the definition of the term "Indebtedness," with or without recourserecourse (except the conversion or exchange of accounts receivable into or for notes receivable in connection with the compromise or collection thereof, or as otherwise permitted by 10.5.2); provided that the Borrower Company or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist (the “Permitted Liens”):exist:
(ai) liens Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or liens on properties to secure claims for labor, material or supplies Page 92 supplies, but only to the extent that and so long as the payment thereof shall not at the time be required to be made in respect of obligations not overdueaccordance with 9.9 hereof;
(bii) deposits or pledges made in connection with, or to secure payment of, workmen’s worker's compensation, unemployment insurance, old age pensions or other social security or insurance-related obligations, or to secure the performance of bids, tenders, contracts (other than those relating to borrowed money) or leases (other than Capitalized Leases), or to secure statutory obligations or surety or appeal bonds, or to secure indemnity, performance or other similar bonds or obligations required in the ordinary course of business;
(ciii) liens on properties Liens in respect of judgments or awardsawards that have been in force for less than the applicable appeal period so long as execution is not levied thereunder or in respect of which the Company or the appropriate Subsidiary of the Company shall at the time in good faith be prosecuting an appeal or a proceeding for review and in respect of which a stay of execution shall have been obtained pending such appeal or review;
(iv) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens arising in the Debt ordinary course of business, in existence less than one hundred twenty (120) days from the date of creation thereof in respect of obligations not overdue or being contested in good faith by appropriate proceedings, with respect to which is permitted by Section 8.2(e)obligations the Company has set aside on its books reserves in accordance with GAAP;
(dv) encumbrances on real estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s 's or lessor’s 's liens under leases to which the Borrower Company or any Guarantor a Subsidiary of the Company is a party, and other minor liens or encumbrances Liens, none of which in the opinion of the Borrower and such Guarantor Company interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower Company and such Guarantorits Subsidiaries, which defects do not individually or in the aggregate have a materially material adverse effect on the business of the Borrower Hasbro Companies, considered as a whole;
(vi) Liens consisting of purchase money security interests in or purchase money mortgages on real or personal Page 93 property acquired after the date hereof to secure purchase money Indebtedness incurred in connection with the acquisition of such property or Capitalized Leases, which Liens cover only the real or personal property so acquired or leased provided that the aggregate amount of Indebtedness secured by such Liens and Capitalized Leases does not exceed $50,000,000 outstanding at any time;
(vii) Liens existing on the date hereof and listed on Schedule 10.2 hereto;
(viii) Liens securing the Secured Obligations in favor of the Agent for the benefit of the Banks and the Agent;
(ix) Liens on the property or assets of a Person which becomes a Subsidiary of the Company after the date hereof securing Indebtedness of such Subsidiary permitted under 10.1 provided that (i) such Liens existed at the time such Person became such a Subsidiary and were not created in anticipation thereof and (ii) any such Lien is not spread to cover any property or assets of such Person after the time such person becomes a Subsidiary;
(x) Liens existing on assets or properties at the time of the acquisition thereof by the Company or any Subsidiary of the Company which were not created in anticipation of the acquisition thereof by the Company or such GuarantorSubsidiary, and which do not materially interfere with the use, occupancy, operation and maintenance of the property or assets subject thereto or extend to or cover any assets or property of the Company or such Subsidiary other than the assets or property being acquired or secure any Indebtedness not permitted under 10.1;
(xi) any encumbrance or restriction (including, without limitation, put and call agreements and transfer restrictions, but not pledges) with respect to the Capital Stock of any joint venture or similar arrangement created pursuant to the joint venture or similar agreements with respect to such joint venture or similar arrangement;
(xii) a Lien on the shares of Capital Stock of Infogrames and other related rights and interests to secure the Company's obligations under a collar or other hedging agreement between the Company and a third party reasonably satisfactory to the Agent to hedge against fluctuations in the price of such shares, provided that such agreement is on terms and conditions reasonably satisfactory to the Agent;
(xiii) Liens on assets of any Foreign Subsidiary securing Indebtedness of any Foreign Subsidiary permitted by 10.1(b) or 10.1(i);
(xiv) Liens on assets (other than the Collateral) to secure obligations in respect of Interest Hedging Agreements not to exceed, in the case of Interest Hedging Agreements to which neither the Agent nor any Bank is a party, $75,000,000 in aggregate amount at any time outstanding; and
(exv) liens securing Debt permitted under Section 8.2(b)other Liens on assets (other than the Collateral) which secure obligations not exceeding $25,000,000 in aggregate amount at any time outstanding.
Appears in 1 contract
Restrictions on Liens. The Borrower and each Guarantor will not (i) None of the Borrowers will, nor ▇▇▇▇ ▇▇▇▇▇ permit any of its Consolidated Subsidiaries to, create or incur or suffer to be created or incurred or to exist any Lien upon any of the Collateral, or upon the income or profits therefrom; (ii) transfer any of such Collateral or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt or performance of any other obligation in priority to payment of its general creditors; (iii) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreementof any character, device or arrangement; (iv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Debt or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (v) sell, assign, pledge or otherwise transfer any Collateral, with or without recourse; provided that the Borrower may create or incur or suffer to be created or incurred or to exist except as follows (the “Permitted Liens”):
(a) liens Liens securing Secured Indebtedness; provided, that, such Secured Indebtedness is permitted pursuant to secure taxesSection 7.01; provided, assessments further, that, the aggregate net book value of the assets of Ryder and other government charges its Consolidated Subsidiaries securing Secured Indebtedness which (i) consists of Indebtedness included within clause (a) of the definition of “Secured Indebtedness,” and (ii) is incurred in respect reliance on Section 7.01(b), shall not, at any time, exceed an amount equal to two hundred percent (200%) of obligations not overdue or liens on properties to secure claims for labor, material or supplies in respect the aggregate outstanding principal amount of obligations not overduesuch Secured Indebtedness;
(b) deposits any encumbrances consisting of zoning restrictions, exceptions, easements, leases or pledges made other like restrictions on the use of Real Property which do not materially impair the use of such property;
(c) the following Liens or charges which are not yet due or are payable without penalty or of which the amount, applicability or validity is being contested in connection withgood faith by appropriate proceedings:
(i) Liens for taxes, assessments or other governmental charges;
(ii) Liens given in the ordinary course of business pursuant to any governmental regulation in order to allow Ryder or a Consolidated Subsidiary to maintain self-insurance, or to secure payment of, workmenparticipate in any fund or participate in any benefits in connection with worker’s compensation, unemployment insurance, old age pensions or other social security obligationssecurity, or for any other purpose at any time required by Law or governmental regulation as a condition to the transaction of business or the exercise of any privilege or license;
(ciii) liens on properties mechanic’s, carrier’s, worker’s, warehouseman’s, landlord’s or other like Liens arising in respect the ordinary course of judgments business, including Liens incident to construction;
(iv) any inchoate Liens arising under ERISA to secure any contingent liability of Ryder or awards, a Consolidated Subsidiary; and
(v) other Liens incidental to the Debt conduct of business or ownership of property and assets which were not incurred in connection with respect to the borrowing of money and which is permitted by Section 8.2(e)do not in the aggregate materially impair the use of property or assets of Ryder or its Consolidated Subsidiaries;
(d) encumbrances Liens on real estate consisting of easementsaccounts receivable subject to the Receivables Purchase Agreements referred to in Section 7.03(d);
(e) Liens on cash, rights of way, zoning restrictions, restrictions on the use of real property cash equivalents and defects and irregularities in the title thereto, landlord’s or lessor’s liens under leases to which the Borrower or any Guarantor is a party, and other minor liens or encumbrances none of which in the opinion of the Borrower and such Guarantor interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and such Guarantor, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower or such Guarantormarketable securities securing Derivatives Obligations; and
(ef) liens securing Debt Liens on assets subject to the securitization permitted under pursuant to Section 8.2(b7.03(e).
Appears in 1 contract
Sources: Global Revolving Credit Agreement (Ryder System Inc)
Restrictions on Liens. The Borrower will not, and each Guarantor will not permit any of its Subsidiaries to, (ia) create or incur or suffer to be created or incurred or to exist any Lien upon any of the Collateralits property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (iib) transfer any of such Collateral property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt indebtedness or performance of any other obligation in priority to payment of its general creditors; (iiic) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; or (ivd) suffer to exist for a period of more than thirty sixty (3060) days after the same shall have been incurred any Debt indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (v) sell, assign, pledge or otherwise transfer any Collateral, with or without recourse; provided that the Borrower or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist (the “Permitted Liens”):exist:
(ai) liens Liens in favor of the Borrower or any Guarantor on all or part of the assets of Subsidiaries of the Borrower securing indebtedness owing by Subsidiaries of the Borrower to the Borrower or such Guarantor;
(ii) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or liens being contested in good faith by appropriate proceedings or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdueoverdue or being contested in good faith by appropriate proceedings;
(biii) deposits or pledges made in connection with, or to secure payment of, workmen’s 's compensation, unemployment insurance, old age pensions or other social security obligations;
(civ) liens Liens on properties in respect of judgments or awards, awards that have been in force for less than the Debt with applicable period for taking an appeal so long as execution is not levied thereunder or in respect to of which is permitted by Section 8.2(e)the Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review;
(dv) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties, in existence less than one hundred twenty (120) days from the date of creation thereof in respect of obligations not overdue;
(vi) encumbrances on real estate Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s 's or lessor’s 's liens under leases to which the Borrower or any Guarantor is a party, and other minor liens or encumbrances Liens, PROVIDED that none of which in the opinion of the Borrower and such Guarantor Liens (A) interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and such Guarantorits Subsidiaries, which defects do not and (B) individually or in the aggregate have has a materially adverse effect Material Adverse Effect;
(vii) Liens existing on the business date hereof and listed on SCHEDULE 9.2 hereto, including any renewals, refinancings and extensions thereof PROVIDED that (x) the aggregate amount of indebtedness secured by such Liens is not increased by any such renewal, refinancing or extension and (y) such indebtedness is not secured by any additional assets;
(viii) purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof by the Borrower or such GuarantorSubsidiary to secure purchase money indebtedness incurred in connection with the acquisition of such property or under any Capitalized Lease, which security interests or mortgages cover only the real or personal property so acquired; PROVIDED that such purchase money security interests in or purchase money mortgages do not secure an aggregate amount of purchase money indebtedness (including purchase money indebtedness incurred under any Capitalized Lease) in excess of $50,000,000, which such indebtedness is also permitted hereunder;
(ix) Liens on the Borrower's common stock held in Treasury; and
(ex) liens securing Debt other Liens not otherwise permitted under Section 8.2(b)hereunder, provided that such Liens do not secure indebtedness in an aggregate amount outstanding or committed in excess of $15,000,000, which such indebtedness is also permitted hereunder.
Appears in 1 contract
Restrictions on Liens. The Borrower will not, and each Guarantor will not permit any --------------------- of its Subsidiaries to, (i) create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of the Collateralits property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (ii) transfer any of such Collateral property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iii) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (iv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Debt Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (v) sell, assign, pledge or otherwise transfer any Collateralaccounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse; provided that the Borrower and any Subsidiary of the Borrower -------- may create or incur or suffer to be created or incurred or to exist (the “Permitted Liens”):exist:
(a) liens to secure taxes, assessments and other government charges in respect of obligations not overdue or liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue;
(b) deposits or pledges made in connection with, or to secure payment of, workmen’s 's compensation, unemployment insurance, old age pensions or other social security obligations;
(c) liens on properties in respect of judgments or awards, the Debt Indebtedness with respect to which is permitted by Section 8.2(e(S)7.1(d);
(d) liens of carriers, warehousemen, mechanics and materialmen, and other like liens on properties, in existence less than one hundred twenty (120) days from the date of creation thereof in respect of obligations not overdue;
(e) encumbrances on real estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s 's or lessor’s 's liens under leases to which the Borrower or any Guarantor a Subsidiary of the Borrower is a party, and other minor liens or encumbrances none of which in the opinion of the Borrower and such Guarantor interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and such Guarantorits Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower individually or of the Borrower and its Subsidiaries on a consolidated basis;
(f) presently outstanding liens listed on Schedule 7.2 hereto; -------- ---
(g) purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by (S)7.1(g), incurred in connection with the acquisition of such Guarantorproperty, which security interests or mortgages cover only the real or personal property so acquired;
(h) rights of lessors under Capitalized Leases permitted by (S)7.1(f);
(i) liens on assets acquired pursuant to Permitted Acquisitions and securing Indebtedness otherwise permitted by (S)7.1(m) and the definition of Permitted Acquisitions; and
(ej) liens securing Debt permitted under Section 8.2(b)on any capital stock of the Borrower or other Margin Stock for so long as such stock constitutes Margin Stock.
Appears in 1 contract
Sources: Revolving Credit Agreement (New England Business Service Inc)
Restrictions on Liens. The Borrower and each Guarantor Neither the Company nor any of its Subsidiaries will not (i) create or incur or suffer to be created or incurred or to exist any Lien of any kind upon any of the Collateralits Properties or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (ii) or transfer any of such Collateral Property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iii) or acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (iv) or suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Debt Indebtedness or claim or demand against it that which if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditorscreditors (other than those claims which the Company is contesting in good faith by appropriate proceedings and as to which the Company shall have set aside on its books adequate reserves with respect thereto); or (v) sell, assign, pledge or otherwise transfer any Collateralaccounts, contract rights, general intangibles or chattel paper, with or without recourse; provided provided, however, that the Borrower Company and its Subsidiaries may create or incur or suffer to be created or incurred or to exist any of the following (the “Permitted Liens”):
(a) liens Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or liens on properties to secure claims for labor, material or supplies in respect of obligations not overdueoverdue or due but being contested to the extent permitted by Section 7.4;
(b) deposits Deposits or pledges made in connection with, or to secure payment of, workmen’s compensation, unemployment insurance, old age pensions or other social security obligations;
(c) liens on properties Liens in respect of final judgments or awards, awards against the Debt with respect to which is permitted by Section 8.2(eCompany or any of its Subsidiaries in an aggregate amount of not greater than $100,000 (in excess of available insurance recoveries);
(d) encumbrances on real estate Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens;
(e) Encumbrances consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens Liens under leases to which the Borrower Company or any Guarantor of its Subsidiaries is a party, and other minor liens Liens or encumbrances none of which in the opinion of the Borrower and such Guarantor interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower Company and such Guarantor, its Subsidiaries and which defects do not individually or in the aggregate have a materially material adverse effect on the business business, assets, financial condition or prospects of the Borrower Company or such Guarantorany of its Subsidiaries;
(f) Any Liens on the assets and Property of the Company or any of its Subsidiaries from time to time securing Permitted Indebtedness;
(g) Any Liens existing on the date of this Agreement and referred to on Schedule 7.11 attached hereto; and
(eh) liens securing Debt permitted under Section 8.2(b)Any other Liens which shall be approved by the Board of Directors by a Supermajority Board Vote.
Appears in 1 contract
Restrictions on Liens. The Neither the Borrower and each nor the Guarantor will, nor will not (i) create or incur or suffer to be created or incurred or to exist any Lien upon they permit any of the Collateralother Transaction Parties to, create, incur, permit to exist or upon the income or profits therefrom; (ii) transfer assume any Liens on any of such Collateral or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt or performance of any other obligation in priority to payment of its general creditors; (iii) acquire, or agree or have an option to acquire, any property or assets upon conditional sale of the Guarantor or other title retention or purchase money security agreement, device or arrangement; (iv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Debt or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (v) sell, assign, pledge or otherwise transfer any Collateral, with or without recourse; provided that the Borrower may create or incur or suffer to be created or incurred or to exist (the “Permitted Liens”):except:
(a) liens to secure Liens in favor of the Agent and the Banks securing the Obligations;
(b) Liens securing taxes, assessments and other government governmental charges in respect of obligations not overdue or liens on properties to secure claims for labor, material or supplies supplies, in each case to the extent the Indebtedness in respect of obligations not overdueto which is permitted under Section 9.1(g);
(bc) deposits or pledges made in connection with, or to secure payment of, workmen’s with worker's compensation, unemployment insurance, old age pensions or other social security obligations;
(cd) liens Liens of carriers, warehousemen, mechanics and materialmen (i) less than 120 days old in respect of obligations not overdue or (ii) with respect to which the obligations related thereto (A) are contested by the applicable Transaction Party in good faith by appropriate proceedings and such Transaction Party shall have set aside on its book adequate reserves with respect thereto or (B) do not exceed $100,000 for any individual lien or $500,000 in the aggregate for all such liens, PROVIDED that the Guarantor or the Borrower will pay, or will cause such other Transaction Party to pay, all such carriers, warehousemen, mechanics and materialmen forthwith upon the commencement of proceedings to foreclose any lien that may have attached as security therefor;
(e) Liens on properties in respect of judgments or awards, the Debt Indebtedness with respect to which is permitted by Section 8.2(e9.1(e);
(df) encumbrances on real estate consisting of easements, rights of rights-of-way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s 's or lessor’s 's liens under leases to which any of the Borrower or any Guarantor Transaction Parties other than ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Administration is a party, party and other similar minor liens or encumbrances none of which in the opinion of the Borrower individually and such Guarantor interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and such Guarantor, which defects do not individually or in the aggregate do not have a materially adverse effect on Materially Adverse Effect;
(g) purchase money security interests in or purchase money mortgages on, or Capitalized Leases in respect of, real or personal property securing Indebtedness permitted by Section 9.1(b) or, as the business case may be (m), covering only the property so acquired or leased;
(h) Liens of the Borrower or such Guarantorconsignors securing Indebtedness permitted under Section 9.1(d); and
(ei) liens securing Debt permitted under Section 8.2(b)other Liens existing on the date hereof and listed on SCHEDULE 9.2 hereto.
Appears in 1 contract
Sources: Revolving Credit Agreement (Charlotte Russe Holding Inc)
Restrictions on Liens. The Borrower will not, and each Guarantor will not permit any of its Subsidiaries to, (i) create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of the Collateralits property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (ii) transfer any of such Collateral property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iii) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; or (iv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Debt Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (v) sell, assign, pledge or otherwise transfer any Collateral, with or without recourse; provided that the Borrower or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist (the “Permitted Liens”):exist:
(a) liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower;
(b) liens to secure taxes, assessments and other government charges in respect of obligations not overdue or liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue;
(bc) deposits or pledges made in connection with, or to secure payment of, workmen’s 's compensation, unemployment insurance, old age pensions or other social security obligations;
(cd) liens on properties in respect of judgments or awards, awards that have been in force for less than the Debt with applicable period for taking an appeal so long as execution is not levied thereunder or in respect to of which is permitted by Section 8.2(e)the Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review;
(de) liens or claims of carriers, warehousemen, mechanics, ship repairers and materialmen, and other like liens, in existence less than 120 days from the date of creation thereof in respect of obligations which are either (i) not overdue or (ii) being contested in good faith by the Borrower;
(f) encumbrances on real estate Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s 's or lessor’s 's liens under leases to which the Borrower or any Guarantor a Subsidiary of the Borrower is a party, and other minor liens or encumbrances none of which in the opinion of the Borrower and such Guarantor interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and such Guarantorits Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower individually or of the Borrower and its Subsidiaries on a consolidated basis;
(g) liens existing on the date hereof and listed on Schedule 12.2 hereto;
(h) purchase money security interests in or purchase money mortgages on real or personal property not constituting Collateral acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by ss.12.1(c), incurred in connection with the acquisition of such Guarantorproperty, which security interests or mortgages cover only the real or personal property so acquired and secure only the debt incurred to acquire such property as permitted under ss.12.1(c) and liens on the assets subject to Capitalized Leases permitted under ss.12.1(c); provided that no Default or Event of Default shall have occurred and be continuing or would result from the grant of such security interest or mortgage;
(i) liens in favor of the Documentation Agent for the benefit of the Banks and the Agents under the Loan Documents; and
(ej) liens securing Debt permitted under Section 8.2(b)pursuant to the Vessel Mortgages.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Hvide Marine Inc)
Restrictions on Liens. The Borrower and each Guarantor will not (i) shall not, nor shall it permit any Subsidiary to, create or incur or suffer to be created or incurred or to exist any Lien upon any of the Collateral, or upon the income or profits therefrom; (ii) transfer any of such Collateral or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt or performance of any other obligation in priority to payment of its general creditors; (iii) acquire, or agree or have an option to acquire, kind upon any property or assets upon conditional sale of any character, whether now owned or other title retention or purchase money security agreement, device or arrangement; (iv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Debt or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditorshereafter acquired; or (v) sell, assign, pledge or otherwise transfer any Collateralaccounts, contract rights, general intangibles or chattel paper, with or without recourse; provided that the Borrower may create , which sale, assignment, pledge or incur or suffer other transfer gives rise to be created or incurred or to exist a Lien, except as follows (the “Permitted Liens”):
(a) liens Liens (i) to secure taxes, assessments and other government charges in respect of obligations not overdue or liens (ii) on properties to secure claims for labor, material or supplies supplies, in each case, in respect of obligations not overdueoverdue or that are being contested in good faith by appropriate proceedings (provided that, if the obligation with respect to which any such Lien arises is being contested in good faith by appropriate proceedings, such obligation may remain unpaid during the pendency of such proceedings as long as the Borrower or its applicable Subsidiary shall have set aside on their books adequate reserves with respect thereto);
(b) deposits or pledges made in the ordinary course of business in connection with, or to secure payment of, with workmen’s compensation, unemployment insurance, old age pensions or other social security obligationsobligations (other than any Lien (i) imposed by E▇▇▇▇ and not permitted pursuant to Section 7.07 or (ii) arising pursuant to Applicable Canadian Pension Legislation and not permitted pursuant to Section 7.18);
(c) liens on properties Liens in respect of judgments or awards, awards (i) which have been in force for less than the Debt with applicable period for taking an appeal so long as execution is not levied thereunder or in respect to of which is permitted by the Borrower or its applicable Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review and in respect of which the Borrower or such Subsidiary maintains adequate reserves or (ii) that secure judgments for the payment of money not constituting an Event of Default under Section 8.2(e8.01(i);
(d) Liens of carriers, warehousemen, maritime, repairmen, landlords, mechanics and materialmen, and other like Liens, in existence less than one hundred twenty (120) days from the date of creation thereof in respect of obligations not overdue; provided, that such Liens may continue to exist for a period of more than one hundred twenty (120) days if the validity or amount thereof shall currently be contested by the Borrower or its applicable Subsidiary in good faith by appropriate proceedings and if the Borrower or such Subsidiary shall have set aside on its books adequate reserves with respect thereto as required by GAAP; and provided further, that the Borrower or such Subsidiary will pay any such claim forthwith upon commencement of proceedings to foreclose any such Lien;
(e) encumbrances on real estate Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens Liens under leases to which the Borrower or any Guarantor Subsidiary is a party, and other minor liens or encumbrances Liens none of which in the opinion of the Borrower and or such Guarantor Subsidiary interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and or such GuarantorSubsidiary, which defects do not individually or in the aggregate have a materially adverse effect Material Adverse Effect;
(f) good faith deposits in connection with bids, tenders and contracts, deposits to secure public or statutory obligations and appeal bonds, performance and landfill closure bonds, deposits to secure surety bonds or import duties and other obligations of a like nature, in each case under this clause (f) incurred in the ordinary course of business;
(g) L▇▇▇▇ incurred in the ordinary course of business relating to banker’s Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a depository institution;
(h) Liens arising from precautionary UCC or PPSA financing statement filings regarding “true” leases entered into by the Borrower or its Subsidiaries in the ordinary course of business;
(i) other Liens, in addition to those permitted by clauses (a) through (h) above and clauses (j) through (l) below, securing Indebtedness and other obligations, so long as the aggregate outstanding amount of Priority Debt and such other obligations at any time does not exceed 15% of Consolidated Tangible Assets; provided, that any Lien in connection with a Permitted Receivables Transaction shall meet the requirements of a Permitted Receivables Lien; and provided further that no such Liens permitted under this clause (i) may secure any Indebtedness under any Material Credit Facility (other than solely as to Liens on cash collateral supporting, and rights of set-off or similar rights and remedies as to, letters of credit or bankers’ acceptances issued under the Revolving Credit and Term Loan Agreement or any other Material Credit Facility to the extent that the sublimit in respect of such letters of credit or bankers’ acceptances under such applicable facility would not constitute a Material Credit Facility on a standalone basis) unless effective provision is made whereby the Obligations will be equally and ratably secured by such Liens (or equivalent Liens on the business applicable collateral) with any and all such Indebtedness thereby secured pursuant to customary documentation reasonably satisfactory to the Agent;
(j) Liens on the rights of the Borrower or any Subsidiary in bonds issued in connection with revenue bond financings in favor of any issuer of a letter of credit used to provide security for the payment of such Guarantorbonds, in each case under this clause (j) entered into in the ordinary course of business;
(i) rights reserved or vested in any municipality or governmental, statutory or public authority to control or regulate any property of the Borrower or any Subsidiary, or to use such property in a manner that does not materially impair the use of such property for the purposes for which it is held by the Borrower or such Subsidiary and (ii) any obligations or duties affecting the property of the Borrower or any of its Subsidiaries to any municipality, governmental, statutory or public authority with respect to any franchise, grant, license or permit, in each case under this clause (k) entered into in the ordinary course of business; and
(el) liens Liens securing Debt permitted under Section 8.2(b)the Obligations.
Appears in 1 contract
Restrictions on Liens. The Borrower will not, and each Guarantor will not permit any of its Subsidiaries to, (ia) create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of the Collateralits property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (iib) transfer any of such Collateral property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iiic) acquire, or agree or have an option to acquire, acquire any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (ivd) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Debt Indebtedness or claim or demand against it that if unpaid might would by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (ve) sell, assign, pledge or otherwise transfer any Collateralaccounts, contract rights, general intangibles (other than general intangibles related to assets disposed of in accordance with this Agreement and the other Loan Documents), chattel paper 82 -74- or instruments, with or without recourse; provided PROVIDED that the Borrower and any Subsidiary of the Borrower may create or incur or suffer to be created or incurred or to exist (the “Permitted Liens”):exist:
(ai) liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower;
(ii) liens on assets of the Borrower or its Subsidiaries to secure taxes, assessments and other government charges in respect of obligations not overdue or liens on properties other than the Mortgaged Property of the Borrower or its Subsidiaries to secure claims for labor, material or supplies in respect of obligations not overdueoverdue (or, in each case, which are being contested in good faith and by appropriate proceedings and as to which adequate reserves have been provided);
(biii) deposits or pledges made by the Borrower or its Subsidiaries in connection with, or to secure payment of, workmen’s 's compensation, unemployment insurance, old age pensions or other social security obligations or in connection with self-insurance arrangements in respect of such obligations;
(civ) liens on properties of the Borrower or its Subsidiaries in respect of judgments or awards, the Debt Indebtedness with respect to which is permitted by Section 8.2(e9.1(d);
(dv) liens of carriers, warehousemen, mechanics, repairmen, laborers, suppliers and materialmen on properties of the Borrower or its Subsidiaries other than the Mortgaged Property in existence less than 120 days from the date of creation thereof in respect of obligations not overdue;
(vi) encumbrances on real estate Real Estate other than the Mortgaged Property of the Borrower or its Subsidiaries consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s 's or lessor’s 's liens under leases to which the Borrower or any Guarantor a Subsidiary of the Borrower is a party, and other minor liens or encumbrances none of which in the opinion of the Borrower and such Guarantor interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and such Guarantorits Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower individually or of the Borrower and its Subsidiaries on a consolidated basis;
(vii) liens of the Borrower and its Subsidiaries existing on the date hereof and listed on SCHEDULE 9.2 hereto and refinancings of such GuarantorIndebtedness permitted under Section 9.1(j);
(viii) Capitalized Leases secured by, and purchase money security interests in, personal or tangible property of the Borrower or its Subsidiaries acquired or refinanced after the date hereof to secure purchase money Indebtedness of the type and amount permitted by Section 9.1(j), incurred in connection with the acquisition of such property, which security interests cover only the personal or tangible property so acquired;
(ix) liens in favor of the holders of the Notes, which liens shall in no event include any lien or encumbrance of any kind on the Collateral except for such portion of the Collateral which is pledged pursuant to the Master Pledge Agreement;
(x) liens securing the performance of tenders, bids, contracts (other than for Indebtedness), leases (other than Capitalized Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of like nature to the extent permitted by Section 9.1(l) on assets of the Borrower and Subsidiary Guarantors not constituting Collateral;
(xi) liens in favor of the Administrative Agent for the benefit of the Lenders and the Administrative Agent under the Loan Documents;
(xii) liens and encumbrances on the Mortgaged Property as and to the extent permitted by the Mortgage;
(xiii) liens on assets of the Borrower or any Subsidiary Guarantor not constituting Collateral which assets secure the Borrower's obligations in respect of the Notes to the extent that such liens are permitted under the Indenture;
(xiv) any leases or subleases to other Persons of properties or assets owned or leased by the Borrower or any of its Subsidiaries;
(xv) liens on cash deposits, not exceeding $3,000,000 in the aggregate, to secure the Borrower's and Subsidiary Guarantors' obligations in respect of insurance and items of the type referred to in clause (iii) or (x) above; and
(exvi) liens on the Canton Cast-Roll Facility securing Debt permitted under Section 8.2(b)the Junior Subordinated Indebtedness subordinate to the liens of the Lenders and the Administrative Agent thereon pursuant to the Subordinated Mortgage and otherwise on terms and conditions satisfactory to the Agents.
Appears in 1 contract
Sources: Revolving Credit Agreement (Republic Technologies International Holdings LLC)
Restrictions on Liens. The Borrower Except as otherwise provided herein or pursuant hereto, the Company will not, and each Guarantor will not permit any Designated Subsidiary to, incur any Indebtedness secured by a Lien on any shares of stock, indebtedness or other obligations of a Subsidiary or on any Principal Property of the Company or a Designated Subsidiary (such stock, indebtedness or other obligations and Principal Property being collectively referred to as "Property"), unless the Company secures or causes such Designated Subsidiary to secure the Notes (together with, if the Company shall so determine, any other Indebtedness of the Company or such Designated Subsidiary then existing or thereafter created ranking equally with the Notes, including guarantees of indebtedness of others) equally and ratably with (or prior to) such Indebtedness, so long as such Indebtedness shall be so secured; provided that such restrictions shall not apply in the case of Indebtedness secured by:
(i) create or incur or suffer to be created or incurred Liens on Property existing at the time of acquisition thereof or to exist secure the payment of all or any Lien upon any part of the Collateralpurchase price thereof or to secure any Indebtedness incurred prior to, at the time of or upon within 180 days after the income acquisition of such Property for the purpose of financing all or profits therefromany part of the purchase price thereof; (ii) transfer any of such Collateral Liens securing Indebtedness owing by the Company to a Designated Subsidiary or the income or profits therefrom for the purpose of subjecting the same by a Designated Subsidiary to the payment of Debt Company or performance of any other obligation in priority to payment of its general creditorsDesignated Subsidiary; (iii) acquireLiens on Property of any entity, or agree or have an option to acquireon the stock, any property or assets upon conditional sale indebtedness or other title retention obligations of such entity, existing at the time (a) such entity becomes a Designated Subsidiary, (b) such entity is merged into or purchase money security agreementconsolidated with the Company or a Designated Subsidiary or (c) the Company or a Designated Subsidiary acquires all or substantially all of the assets of such entity, device or arrangementprovided that no such Lien extends to any other Property; (iv) suffer Liens on Property to exist secure any Indebtedness incurred to provide funds for a period all or any part of more than thirty (30) the cost of development of or improvements to such Property, which Indebtedness is incurred prior to, at the time of or within 180 days after the same shall have been incurred any Debt completion of such development or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditorsimprovements; or (v) sellany Lien on Property to secure Indebtedness or other indebtedness incurred in connection with any financing undertaken in accordance with Section 103 of the Internal Revenue Code of 1986, assignas amended, pledge or any replacement law; (vi) Liens securing obligations in respect of capital leases on assets subject to such leases, provided that (a) any such Lien attaches to such property within twelve months after the acquisition thereof and (b) such Lien attaches solely to the property so acquired; (vii) Liens securing indebtedness of a successor corporation to the Company to the extent permitted by the Indenture; (viii) Liens created, incurred or assumed in connection with an industrial revenue bond, pollution control bond or similar financing arrangement between the Company or any Designated Subsidiary and any federal, state or municipal government or other governmental body or quasi-governmental agency; and (ix) any renewal, extension or replacement (in whole or in part) of any Lien permitted pursuant to exceptions (i) through (viii) above or of any Indebtedness secured thereby, provided that such extension, renewal or replacement Lien shall be limited to all or any part of the same Property that secured the Lien extended, renewed or replaced (plus improvements on such Property). Notwithstanding the foregoing restrictions, the Company may, and may permit any Designated Subsidiary to, incur Indebtedness secured by Liens on Property which are not otherwise transfer any Collateralexcepted without equally and ratably securing the Notes, with or without recourse; provided that the Borrower may create or incur or suffer sum of all such Indebtedness outstanding (including the amount then being incurred) does not exceed 10% of Consolidated Net Assets immediately prior to be created or incurred or to exist (the “Permitted Liens”):
(a) liens to secure taxes, assessments and other government charges in respect of obligations not overdue or liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue;
(b) deposits or pledges made in connection with, or to secure payment of, workmen’s compensation, unemployment insurance, old age pensions or other social security obligations;
(c) liens on properties in respect of judgments or awards, the Debt with respect to which time such Indebtedness is permitted by Section 8.2(e);
(d) encumbrances on real estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens under leases to which the Borrower or any Guarantor is a party, and other minor liens or encumbrances none of which in the opinion of the Borrower and such Guarantor interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and such Guarantor, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower or such Guarantor; and
(e) liens securing Debt permitted under Section 8.2(b)incurred.
Appears in 1 contract
Sources: First Supplemental Indenture (Thermo Electron Corp)
Restrictions on Liens. The Borrower will not, and each Guarantor will not permit any of its Subsidiaries to, (i) create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of the Collateralits property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (ii) transfer any of such Collateral property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iii) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or pursuant to a purchase money security agreement, device or arrangement; (iv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Debt Indebtedness or claim or demand against it that if unpaid might by law or upon its bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (v) sell, assign, pledge or otherwise transfer any Collateralaccounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse; provided that the Borrower and any Subsidiary of the Borrower may create or incur or suffer to be created or incurred or to exist (the “Permitted Liens”):
exist: (a) liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower; (b) liens to secure taxes, assessments and other government charges in respect of obligations not overdue or liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue;
; (bc) deposits or pledges made in connection with, or to secure payment of, of workmen’s 's compensation, unemployment insurance, old age pensions or other social security obligations;
; (cd) liens on properties in respect of judgments or awards, the Debt indebtedness with respect to which is permitted by Section 8.2(e8. l(e);
; (de) liens of carriers, warehousemen, mechanics and materialmen, and other like liens on properties in existence less than 120 days from the date of creation thereof in respect of obligations not overdue; (f) encumbrances on real estate Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property thereof and defects and irregularities in the title thereto, landlord’s 's or lessor’s 's liens under leases to which the Borrower or any Guarantor a Subsidiary of the Borrower is a party, and other minor liens or encumbrances encumbrances, none of which in the reasonable opinion of the Borrower and such Guarantor interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and such Guarantorits Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower individually or such Guarantorof the Borrower and its Subsidiaries on a consolidated basis; and
(eg) liens existing on the date hereof and listed on Schedule 8.2(g) hereto; (h) purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by 8.1(i), incurred in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired; (i) the interest of lessors under leases of real or personal property made by the Borrower or any of its Subsidiaries in the ordinary course of business and listed on Schedule 8.2(i) hereto; (j) leases, subleases, licenses, and sublicenses granted to third parties, the granting of which does not result in a material adverse effect on the business or financial condition of the Borrower; (k) liens in favor of customs and revenue authorities which secure payment of customs in connection with the importation of goods; (l) liens which constitute rights of set-off of a customary nature or bankers' liens on amounts on deposit, whether arising by contract or by operation of law, in connection with arrangements entered into with depository institutions in the ordinary course of business not to exceed at any time $25,000 in the aggregate; (m) liens on the Collateral in favor of the Banks or the Agents for the benefit of the Banks arising under the Collateral Documents; and (n) replacement liens for any lien referred to above securing Debt permitted under Section 8.2(bIndebtedness refinanced pursuant to 8.1(m).
Appears in 1 contract
Restrictions on Liens. The Borrower Borrowers will not, and each Guarantor will not (i) permit any of the Designated Subsidiaries to, create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, charge or other security interest of any kind upon any of the Collateralits property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (ii) transfer provided that any of such Collateral or the income or profits therefrom for Borrowers and the purpose of subjecting the same to the payment of Debt or performance of any other obligation in priority to payment of its general creditors; (iii) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (iv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Debt or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (v) sell, assign, pledge or otherwise transfer any Collateral, with or without recourse; provided that the Borrower Designated Subsidiaries may create or incur or suffer to be created or incurred or to exist (the “Permitted Liens”):exist:
(a) liens in favor of either Domestic Borrower on all or part of the assets of any of the Designated Subsidiaries or Zale Canada securing Indebtedness owing by any of the Designated Subsidiaries or Zale Canada to any Borrower;
(b) liens to secure taxes, assessments and other government charges in respect of obligations not overdue charges, or liens on properties to secure claims for labor, material or supplies supplies, in each case in respect of obligations (i) not overdueoverdue or (ii) contested in good faith, and with respect to which adequate reserves (in accordance with generally accepted accounting principles) have been set aside for the payment thereof on the books and records of such Borrower or such Designated Subsidiary, so long as proceedings to enforce such liens have not been commenced and are unstayed;
(bc) deposits or pledges made in connection with, or to secure payment of, workmen’s 's compensation, unemployment insurance, old age pensions or other social security obligations;
(cd) liens on properties in respect of judgments or awards;
(e) liens of carriers, warehousemen, mechanics and materialmen, and other like liens on properties, in existence less than 120 days from the Debt date of creation thereof in respect of obligations not overdue or contested in good faith, and with respect to which is permitted by Section 8.2(e)adequate reserves (in accordance with generally accepted accounting principles) have been set aside for the payment thereof on the books and records of such Borrower or such Designated Subsidiary, so long as proceedings to enforce such liens have not been commenced and are unstayed;
(df) encumbrances on real estate Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, statutory and contractual landlord’s 's or lessor’s 's liens under leases to which the such Borrower or any Guarantor such Designated Subsidiary is a party, and other minor liens or encumbrances none of which in the reasonable opinion of the Borrower and such Guarantor Borrowers interferes materially with the use of the property affected in the ordinary conduct of the business of any of the Borrower Borrowers and such Guarantorthe Designated Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrowers and the Designated Subsidiaries considered as a whole;
(g) liens and encumbrances existing on the date hereof and listed on Schedule 11.2 hereto;
(h) liens securing the Indebtedness permitted under Section 11.1(b) and (d); provided, however, such security interests or mortgages shall cover only the real or personal property so acquired;
(i) liens on inventory and proceeds thereof (up to the cost to such Borrower or such GuarantorDesignated Subsidiary of such inventory) held on consignment from trade vendors securing obligations to return or pay the purchase price of such inventory;
(j) deposits to secure the performance, by any of the Borrowers and the Designated Subsidiaries, of tenders, bids and other contracts, other than for the payment of borrowed money, arising in the ordinary course of such Borrower's or such Designated Subsidiary's business (including, without limitation, deposits made in connection with any promotions, contests, sweepstakes or similar games or competitions conducted by or on behalf of any of the Borrowers and the Designated Subsidiaries or any of their respective Subsidiaries, which deposits described in this parenthetical, but not those other deposits contemplated by this clause (j), do not exceed $5,000,000 in the aggregate);
(1) liens on ZFT Receivables, (2) liens on ZFT Receivables following repurchase thereof for the recovery of state sales taxes by any of the Borrowers and the Designated Subsidiaries, which liens secure an interest in such repurchased ZFT Receivables, the proceeds therefrom and any recoveries therefrom pursuant to the Receivables Facility Documents and (3) a lien on the Trust Certificates and Trust Interest or replacement thereof, in connection with the Receivables Facility documents;
(l) voluntary options in favor of any of the Borrowers and the Designated Subsidiaries to purchase real property subject to operating leases;
(m) transfers to any Rabbi Trust, or other similar trust or similar arrangement or to any account, established for the benefit of the employees of any of Zale ▇▇▇ its Subsidiaries in an aggregate amount not to exceed $10,000,000 at any time outstanding;
(n) solely to the extent consented to in advance in writing by the Agent, liens on assets existing at the time of acquisition from another Person (provided that such acquisition is permitted by Section 11.5.1 hereof) and not incurred in anticipation of such acquisition;
(o) sales, assignments or transfers of assets to the extent permitted by Section 11.5.2 hereof; and
(ep) other liens on assets of the Borrowers and the Designated Subsidiaries, to the extent not otherwise included in subparagraphs (a) through (o) of this Section 11.2, securing Debt permitted under Section 8.2(b)Indebtedness or other liabilities in an aggregate amount not to exceed $3,500,000 at any time outstanding.
Appears in 1 contract
Restrictions on Liens. The Borrower will not, and each Guarantor will not permit any of its Subsidiaries, other than Excluded Subsidiaries, to, (ia) create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of the Collateralits property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (iib) transfer any of such Collateral property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iiic) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (ivd) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Debt Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (ve) sell, assign, pledge or otherwise transfer any Collateralaccounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse; provided that the Borrower and any Subsidiary of the Borrower may create or incur or suffer to be created or incurred or to exist (the “Permitted Liens”):exist:
(ai) liens to secure taxes, assessments and other government charges in respect of obligations not overdue or liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue;
(bii) deposits or pledges made in connection with, or to secure payment of, workmen’s 's compensation, unemployment insurance, old age pensions or other social security obligations;
(ciii) liens on properties in respect of judgments or awards, the Debt Indebtedness with respect to which is permitted by Section 8.2(e)10.1(d) hereof;
(div) liens of carriers, warehousemen, mechanics and materialmen, and other like liens on properties in existence less than 120 days from the date of creation thereof in respect of obligations not overdue; provided that, such liens are being contested in good faith and by appropriate proceedings;
(v) encumbrances on real estate Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s 's or lessor’s 's liens under leases to which the Borrower or any Guarantor a Subsidiary of the Borrower is a party, and other minor liens or encumbrances none of which in the opinion of the Borrower and such Guarantor interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and such Guarantorits Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower individually or of the Borrower and its Subsidiaries on a consolidated basis;
(vi) liens existing on the Closing Date and listed on Schedule 10.2 hereto;
(vii) liens on assets subject to a Capital Lease permitted under Section 10.1(f) hereof; purchase money security interests in or purchase money mortgages on real or personal property acquired after the Closing Date (other than Mortgaged Properties) to secure purchase money Indebtedness of the type and amount permitted by Section 10.1(g) hereof (other than the SF Broadcasting Seller Note), incurred in connection with the acquisition of such Guarantorproperty, which security interests or mortgages cover only the real or personal property so acquired; and the lien under the SF Stock Pledge Agreement on certain shares of Class A Common Stock of the Borrower, held by Emmis Pledge Corporation which has been granted to secure the SF Broadcasting Seller Note;
(viii) liens and encumbrances on each Mortgaged Property as and to the extent permitted by the Mortgage applicable thereto; and
(eix) liens securing Debt permitted in favor of the Administrative Agent for the benefit of the Banks and the Administrative Agent under Section 8.2(b)the Loan Documents.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Emmis Communications Corp)
Restrictions on Liens. The Borrower will not, and each Guarantor will not permit any of its Subsidiaries to, (i) create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of the Collateralits property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (ii) transfer any of such Collateral property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iii) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; or (iv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Debt Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (v) sell, assign, pledge or otherwise transfer any Collateral, with or without recourse; provided that the Borrower or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist (the “Permitted Liens”):exist:
(a) liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower;
(b) liens to secure taxes, assessments and other government charges in respect of obligations not overdue or liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue;
(bc) deposits or pledges made in connection with, or to secure payment of, workmen’s 's compensation, unemployment insurance, old age pensions or other social security obligations;
(cd) liens on properties in respect of judgments or awards, awards that have been in force for less than the Debt with applicable period for taking an appeal so long as execution is not levied thereunder or in respect to of which is permitted by Section 8.2(e)the Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review;
(de) liens or claims of carriers, warehousemen, mechanics, ship repairers and materialmen, and other like liens, in existence less than 120 days from the date of creation thereof in respect of obligations which are either (i) not overdue or (ii) being contested in good faith by the Borrower;
(f) encumbrances on real estate Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s 's or lessor’s 's liens under leases to which the Borrower or any Guarantor a Subsidiary of the Borrower is a party, and other minor liens or encumbrances none of which in the opinion of the Borrower and such Guarantor interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and such Guarantorits Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower individually or such Guarantorof the Borrower and its Subsidiaries on a consolidated basis;
(g) liens existing on the date hereof and listed on Schedule 10.2 hereto; and
(eh) liens securing Debt purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by ss.10.1(c), incurred in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired and secure only the debt incurred to acquire such property as permitted under Section 8.2(bss.10.1(c) and liens on the assets subject to Capitalized Leases permitted under ss.10.1(c).
Appears in 1 contract
Restrictions on Liens. The Borrower (a) Subject to the following exceptions, as long as any Debt Securities remain Outstanding, NNC and each Guarantor the Issuer will not, and will not (i) create permit any Restricted Subsidiary, to issue, assume or incur or suffer to be created or incurred or to exist guarantee any Funded Debt secured by, and will not secure any Funded Debt by, a Lien upon any property of NNC, the Collateral, Issuer or upon any Restricted Subsidiary (whether now owned or hereafter acquired) without in any such case effectively providing concurrently therewith that the income or profits therefrom; (ii) transfer any of Debt Securities then Outstanding shall be secured equally and ratably with such Collateral or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt or performance of any other obligation in priority to payment of its general creditors; (iii) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (iv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Debt or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (v) sell, assign, pledge or otherwise transfer any Collateral, with or without recourseFunded Debt; provided that the Borrower may create or incur or suffer foregoing restrictions shall not apply to be created or incurred or to exist Funded Debt secured by the following Liens (the “Permitted Liens”):
(ai) liens any Lien existing on property at the time of the acquisition of that property by NNC, the Issuer or the relevant Restricted Subsidiary;
(ii) any Lien on property that is incurred after the date of issuance of the Debt Securities to secure taxesor provide for the payment of the purchase price of the property or the cost of construction or improvement thereon;
(iii) any Lien on property of a Person existing at the time that Person is liquidated, assessments and dissolved or merged into, or amalgamated or consolidated with NNC, the Issuer or any Restricted Subsidiary, or at the time the properties of or equity interests in the Person are sold, leased or otherwise transferred to NNC, the Issuer or any Restricted Subsidiary;
(iv) any Lien securing intercompany Funded Debt among or between NNC, the Issuer and/or the Restricted Subsidiaries;
(v) deposits of cash, cash equivalents or investment securities against which the lender of any Credit Enhanced Foreign Subsidiary Debt has a Lien or right of set off;
(vi) any Lien on property of a Foreign Subsidiary securing any Funded Debt incurred pursuant to clause (i) of the definition of Permitted Funded Debt;
(vii) Liens in favor of the United States of America or any State thereof, Canada or any Province or territory thereof, or any department, agency or instrumentality or political subdivision thereof, or in favor of any other government charges country or political subdivision, to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any Funded Debt incurred or guaranteed for the purpose of financing or refinancing all or any part of the purchase price of the property, shares of capital stock or indebtedness subject to such Liens, or the cost of constructing or improving the property subject to such Liens (including, without limitation, Liens incurred in connection with pollution control, industrial revenue or similar financings or relating to the development, restoration, demolition or remediation of property);
(viii) any Lien created by or resulting from litigation or other proceedings against, or upon property of, NNC, the Issuer or any Restricted Subsidiary, or any Lien securing appeal bonds (or letters of credit or other similar instruments issued in support of or in lieu of appeal bonds) in respect of obligations judgments, in each case, or any Lien for workmen’s compensation awards or similar awards, so long as the finality of such judgment or award is being contested and execution thereon is stayed or such Lien relates to a final unappealable judgment which is satisfied within 30 days of such judgment or any Lien incurred by NNC, the Issuer or any Restricted Subsidiary for the purpose of obtaining a stay or discharge in the course of any litigation or other proceeding;
(ix) any other Liens securing Funded Debt of any Foreign Subsidiary; provided that the aggregate outstanding principal amount of Funded Debt secured pursuant to this clause (ix) by any individual Foreign Subsidiary would not, after giving effect to the relevant transaction, exceed $5,000,000;
(x) Liens existing on the date of this Indenture and any extension, renewal or replacement in whole or in part of any Lien existing on the date of this Indenture or referred to in the above exceptions, so long as the total amount of secured Funded Debt does not overdue increase, and the property securing the Funded Debt is not expanded, as a result of the extension, renewal or liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue;replacement; and
(xi) Managed Service Contract Liens.
(b) deposits or pledges made in connection withNotwithstanding the foregoing, or to secure payment of, workmen’s compensation, unemployment insurance, old age pensions or other social security obligations;
(c) liens on properties in respect of judgments or awardsNNC, the Issuer and any Restricted Subsidiary may issue, assume or guarantee Funded Debt with respect secured by a Lien upon any of their property that would otherwise be subject to which is permitted by Section 8.2(e);
(d) encumbrances on real estate consisting of easements, rights of way, zoning the foregoing restrictions, restrictions on and may carry out any other transactions which would otherwise be subject to the use foregoing restrictions, provided that the aggregate amount at any time outstanding of real property and defects and irregularities in the title all such secured Funded Debt incurred pursuant to this paragraph (b) would not, after giving effect thereto, landlord’s exceed 10% of Consolidated Net Tangible Assets if incurred on or lessor’s liens under leases prior to which the Borrower earlier of (x) the date of any refinancing or any Guarantor is a partyrepayment (including by redemption) in full of the Existing NNC Convertible Notes and (y) September 2, 2008, and other minor liens or encumbrances none 15% of which in the opinion of the Borrower and Consolidated Net Tangible Assets if incurred after such Guarantor interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and such Guarantor, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower or such Guarantor; and
(e) liens securing Debt permitted under Section 8.2(b)date.
Appears in 1 contract
Sources: Indenture (Nortel Networks LTD)
Restrictions on Liens. The Borrower and each Guarantor None of the Borrowers will not (i) create or incur --------------------- or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of the Collateralits property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (ii) or transfer any of such Collateral property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iii) or acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (iv) or suffer to exist for a period of more than thirty (30) 30 days after the same shall have been incurred any Debt Indebtedness or claim or demand against it that which if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (v) sell, assign, pledge or otherwise transfer any Collateralaccounts, contract rights, general intangibles or chattel paper, with or without recourse; provided that , except the Borrower may create or incur or suffer to be created or incurred or to exist following (the “------ "Permitted Liens”"):
(a) liens Liens granted to the Agent under the Security and Pledge Agreement;
(b) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue;
(bc) deposits Deposits or pledges made in connection with, or to secure payment of, workmen’s 's compensation, unemployment insurance, old age pensions or other social security obligations;
(cd) liens on properties Liens in respect of judgments or awards, the Debt Indebtedness with respect to which is permitted by Section 8.2(e(S)8.1(e);
(de) encumbrances on real estate Liens of carriers, warehousemen, mechanics and materialmen, and other like liens, in existence less than 120 days from the date of creation thereof in respect of obligations not overdue;
(f) Encumbrances consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s 's or lessor’s 's liens under leases to which the any Borrower or any Guarantor is a partyparts, and other minor liens or encumbrances none of which in the opinion of the such Borrower and such Guarantor interferes materially with the use of the property affected in the ordinary conduct of the business of the such Borrower and such Guarantor, which defects do not individually or in the aggregate have a materially material adverse effect on the business of such Borrower individually or of the Borrower or such Guarantor; andBorrowers on a consolidated basis;
(eg) Existing liens set forth in Schedule 8.1(b); -------- ------
(h) Liens securing Debt purchase money obligations permitted under Section 8.2(b)by (S)8.1(g) hereof provided that any such Lien shall not encumber any property other ------------- than the property so acquired and shall not exceed the fair market value thereof.
Appears in 1 contract
Sources: Multicurrency Revolving Credit Agreement (United States Filter Corp)
Restrictions on Liens. The Neither the Borrower and each nor the Guarantor will, nor will not (i) create or incur or suffer to be created or incurred or to exist any Lien upon they permit any of the Collateralother Transaction Parties to, create, incur, permit to exist or upon the income or profits therefrom; (ii) transfer assume any Liens on any of such Collateral or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt or performance of any other obligation in priority to payment of its general creditors; (iii) acquire, or agree or have an option to acquire, any property or assets upon conditional sale of the Guarantor or other title retention or purchase money security agreement, device or arrangement; (iv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Debt or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (v) sell, assign, pledge or otherwise transfer any Collateral, with or without recourse; provided that the Borrower may create or incur or suffer to be created or incurred or to exist (the “Permitted Liens”):except:
(a) liens to secure Liens in favor of the Agent and the Banks securing the Obligations;
(b) Liens securing taxes, assessments and other government governmental charges in respect of obligations not overdue or liens on properties to secure claims for labor, material or supplies supplies, in each case to the extent the Indebtedness in respect of obligations not overdueto which is permitted under Section 9.1(i);
(bc) deposits or pledges made in connection with, or to secure payment of, workmen’s with worker's compensation, unemployment insurance, old age pensions or other social security obligations;
(cd) liens Liens of carriers, warehousemen, mechanics and materialmen (i) less than 120 days old in respect of obligations not overdue or (ii) with respect to which the obligations related thereto are contested by the applicable Transaction Party in good faith by appropriate proceedings and such Transaction Party shall have set aside on its book adequate reserves with respect thereto, PROVIDED that the Guarantor or the Borrower will pay, or will cause such other Transaction Party to pay, all such carriers, warehousemen, mechanics and materialmen forthwith upon the commencement of proceedings to foreclose any lien that may have attached as security therefor;
(e) Liens on properties in respect of judgments or awards, the Debt Indebtedness with respect to which is permitted by Section 8.2(e9.1(g);
(df) encumbrances on real estate consisting of easements, rights of rights-of-way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s 's or lessor’s 's liens under leases to which any of the Borrower or any Guarantor Transaction Parties other than ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Administration is a party, party and other similar minor liens or encumbrances none of which in the opinion of the Borrower individually and such Guarantor interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and such Guarantor, which defects do not individually or in the aggregate do not have a materially adverse effect on Materially Adverse Effect;
(g) purchase money security interests in or purchase money mortgages on, or Capitalized Leases in respect of, real or personal property securing Indebtedness permitted by Section 9.1(c) or (e), covering only the business property so acquired or leased;
(h) Liens of consignors securing Indebtedness permitted under Section 9.1(f);
(i) in connection with the Borrower or such GuarantorRampage Acquisition, rights of equipment lessors identified by the Bankruptcy Court Order with respect to leased equipment, to the extent permitted by the Rampage Acquisition Documents; and
(ej) liens securing Debt permitted under Section 8.2(b)other Liens existing on the date hereof and listed on SCHEDULE 9.2 hereto.
Appears in 1 contract
Sources: Revolving Credit Agreement (Charlotte Russe Holding Inc)
Restrictions on Liens. The Borrower Borrowers and each Guarantor Guarantors will not, and will not (i) permit any of their Subsidiaries to, create or incur or suffer to be created or incurred or to exist any Lien upon mortgage, pledge, security interest or other lien or encumbrance on any of the Collateral, or upon the income or profits therefrom; (ii) transfer any of such Collateral or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt or performance of any other obligation in priority to payment of its general creditors; (iii) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (iv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Debt or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (v) sell, assign, pledge or otherwise transfer any Collateral, with or without recoursetheir property; provided that the Borrower Borrowers and any Subsidiary of the Borrowers may create or incur or suffer to be created or incurred or to exist (the “Permitted Liens”):exist:
(ai) liens arising from attachments or similar proceedings, pending litigation, or liens to secure taxes, assessments and other government charges charges, in respect any such event whose validity or amount is being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained in accordance with Generally Accepted Accounting Principles, or in the case of obligations taxes, assessments or governmental charges, which are not overdue overdue, or (ii) liens on properties to secure claims for labor, material or supplies in respect of obligations not overduesupplies;
(b) deposits or pledges made in connection with, or to secure payment of, workmen’s 's compensation, unemployment or other insurance, old age pensions or other social security obligations and good faith deposits in connection with tenders, contracts or leases to which it is a party or deposits to secure, or in lieu of, surety, penalty or appeal bonds, performance bonds, letters of credit and other similar public or statutory obligations;
(c) liens on properties in respect of judgments or awards, the Debt Indebtedness with respect to which is permitted by Section 8.2(e11.1(d);
(d) liens of carriers, warehousemen, mechanics and materialmen, and other like liens;
(e) encumbrances on real estate Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s 's or lessor’s 's liens under leases to which the any Borrower or any Guarantor a Subsidiary of a Borrower is a party, and other minor liens or encumbrances none of which in the opinion of the any Borrower and such Guarantor interferes materially with the use of the affected property affected in the ordinary conduct of the business of the such Borrower and such Guarantorits Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of Holdings and its Subsidiaries on a consolidated basis;
(f) other liens existing on the Borrower date hereof and listed on Schedule11.2 hereto;
(g) purchase money security interests in or purchase money mortgages on real or personal property of any Borrower, Guarantor or Subsidiary acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by Section 11.1(g), incurred in connection with the acquisition of such Guarantorproperty, which security interests or mortgages cover only the real or personal property so acquired;
(h) liens and encumbrances on each Mortgaged Property as and to the extent permitted by the Mortgage applicable thereto;
(i) liens in favor of the Agent for the benefit of the Lenders and the Agent under the Loan Documents;
(j) landlord's liens under leases or applicable law;
(k) liens in respect of Capitalized Leases permitted under Section 11.1(f); and
(el) other liens covering assets having a fair market value of, or securing Debt permitted under Section 8.2(b)Indebtedness having a principal amount of, not more than $500,000 in the aggregate at any time outstanding.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Russell-Stanley Holdings Inc)
Restrictions on Liens. The No Borrower and each Guarantor will not shall, or shall cause or permit any of its Subsidiaries at any time to, create, incur, assume or suffer to exist any mortgage, pledge, security interest, lien or other charge or encumbrance, including the lien or retained security title of a vendor, (“Encumbrances”) upon or with respect to any property or assets, real or personal, of such Borrower, or assign or otherwise convey any right to receive income, except:
(i) create or incur or suffer to be created or incurred or to exist any Lien upon any Encumbrances existing on the date of the Collateral, or upon the income or profits therefromthis Agreement and set forth on Exhibit B attached hereto; or
(ii) transfer any In addition to the Encumbrances referred to in clause (i) hereof, Encumbrances securing Indebtedness for the purchase price of capital assets and capitalized leases to the extent such Indebtedness is permitted by Section 5.5(iii) hereof, provided that (a) each such Encumbrance is given solely to secure the purchase price of such Collateral property, does not extend to any other property and is given within 90 days following the earlier of the placed in service date, or the income final acceptance (as defined or profits therefrom for described in the purpose applicable purchase agreement) of subjecting such property, and (b) the same to Indebtedness secured thereby does not exceed the payment lesser of Debt the cost of such property or performance its fair market value at the time of any other obligation in priority to payment of its general creditorsacquisition; or
(iii) acquire, or agree or have an option Liens for Taxes and other charges of any Governmental Authority to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangementthe extent that payment of the same is not required in accordance with the provisions of Section 5.4 hereof; or
(iv) suffer to exist Encumbrances in favor of the Agent, for a period the ratable benefit of more than thirty (30) days after the same shall have been incurred any Debt or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditorsBanks; or or
(v) sellLiens of mechanics, assignlaborers, pledge or otherwise transfer any Collateralmaterialmen, with or without recourse; provided that the Borrower may create or incur or suffer to be created or incurred or to exist (the “Permitted Liens”):
(a) liens carriers and warehousemen arising by operation of law to secure taxes, assessments and other government charges in respect of obligations not overdue or liens on properties to secure claims payment for labor, material materials, supplies or supplies services incurred in respect the ordinary course of obligations such Borrower’s business, but only if the payment thereof is not overdue;at the time required, such liens are junior to Encumbrances in favor of the Agent and such liens do not, individually or in the aggregate, materially detract from the value or limit the use of any property subject thereto; or
(bvi) deposits or pledges Deposits made in the ordinary course of such Borrower’s business in connection with, or to secure payment of, with workmen’s compensation, unemployment insurance, old age pensions or other social security obligations;and other similar laws; or
(cvii) liens on properties in respect of judgments or awards, the Debt with respect to which is permitted by Section 8.2(e);
(d) encumbrances on real estate consisting of easements, rights of way, zoning restrictions, restrictions Encumbrances on the use assets of real property the Brazilian Subsidiaries, provided that such Encumbrances secure only Indebtedness of such Brazilian Subsidiaries permitted under Section 5.5(vi) and defects and irregularities in the title thereto, landlord’s or lessor’s liens under leases do not attach to which the any asset of any Borrower or any Guarantor is a partyU.S. Subsidiary. In addition, and other minor liens the Borrowers shall not enter into or encumbrances none of permit to exist any arrangement or agreement which directly or indirectly prohibits the Borrowers from creating or incurring any Encumbrance in the opinion favor of the Borrower and such Guarantor interferes materially with Agent for the use benefit of the property affected in Banks and the ordinary conduct of Agent under the business of the Borrower and such Guarantor, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower or such Guarantor; and
(e) liens securing Debt permitted under Section 8.2(b)Loan Documents.
Appears in 1 contract
Restrictions on Liens. The Borrower will not, and each Guarantor will not --------------------- permit any of its Restricted Subsidiaries to, (i) create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of the Collateraltheir property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (ii) transfer any of such Collateral property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iii) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (iv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Debt Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (v) sell, assign, pledge or otherwise transfer any Collateralaccounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse; provided that the Borrower and any Restricted Subsidiary may create or incur or suffer to be created or incurred or to exist (the “Permitted Liens”):exist:
(a) liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower;
(b) liens to secure taxes, assessments and other government charges in respect of obligations not overdue or liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue;
(bc) deposits or pledges made in connection with, or to secure payment of, workmen’s 's compensation, unemployment insurance, old age pensions or other social security obligations;
(cd) liens on properties in respect of judgments or awards, the Debt Indebtedness with respect to which is permitted by Section 8.2(ess.9.1(d);
(de) liens of carriers, warehousemen, mechanics and materialmen, and other like liens on properties, in existence less than 120 days from the date of creation thereof in respect of obligations not overdue;
(f) encumbrances on real estate Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s 's or lessor’s 's liens under leases to which the Borrower or any Guarantor of its Restricted Subsidiaries is a party, and other minor liens or encumbrances none of which in the opinion of the Borrower and such Guarantor interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and such Guarantorits Restricted Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower individually or of the Borrower and its Restricted Subsidiaries on a consolidated basis;
(g) liens existing on the date hereof and listed on Schedule 9.2 hereto;
(h) purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by ss.9.1(h), incurred or assumed in connection with the acquisition of such Guarantorproperty, which security interests or mortgages cover only the real or personal property so acquired;
(i) the CSX Mortgages and the CSX Security Agreements solely to the extent that the CSX Remaining Debt is permitted under ss.9.1(f);
(j) liens consisting of deposits to secure Indebtedness permitted by ss.9.1(l) hereof;
(k) liens to secure Indebtedness permitted by ss.9.1(n) hereof;
(l) liens on the rights of WPR under Section 14.05 of its lease with Southern Pacific Transportation Company dated as of 12/30/92 to secure Indebtedness permitted by ss.9.1(o) hereof; and
(ei) liens securing Debt permitted under Section 8.2(b)on the equipment, fixtures and improvements of the Borrower and its Restricted Subsidiaries placed in or upon the premises leased pursuant to the Corpus Christi Lease, provided that the Borrower or any Restricted Subsidiary shall not make expenditures with respect to such equipment, fixtures and improvements with respect to such premises in excess of $300,000 and (ii) liens of the Port of Corpus Christi Authority of Nueces County, Texas on the two locomotives owned by Rail Link, Inc. and numbered as RLIX 547 and RLIX 475.
Appears in 1 contract
Restrictions on Liens. The Borrower None of the Borrowers will, and each Guarantor none will not permit any of its Subsidiaries to, (i) create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of the Collateralits property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (ii) transfer any of such Collateral property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iii) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (iv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Debt Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (v) sell, assign, pledge or otherwise transfer any Collateral, "receivables" as defined in clause (vii) of the definition of the term "Indebtedness," with or without recourse; provided that any of the Borrower Borrowers or their Subsidiaries may create or incur or suffer to be created or incurred or to exist (the “Permitted Liens”):exist:
(a) liens to secure taxes, assessments and other government charges in respect of obligations not overdue or liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue;
(b) deposits or pledges made in connection with, or to secure payment of, workmen’s 's compensation, unemployment insurance, old age pensions or other social security obligations;
(c) liens on properties in respect of judgments or awards, awards that have been in force for less than the Debt with applicable period for taking an appeal so long as execution is not levied thereunder or in respect to of which is permitted by Section 8.2(e)such Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review;
(d) liens of carriers, warehousemen, mechanics and materialmen, and other like liens in existence less than 120 days from the date of creation thereof in respect of obligations not overdue;
(e) encumbrances on real estate Real Estate other than the Mortgaged Property consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s 's or lessor’s 's liens under leases to which the any Borrower or a Subsidiary of any Guarantor Borrower is a party, and other minor liens or encumbrances none of which in the opinion of the Borrower and such Guarantor Borrowers interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower Borrowers and such Guarantortheir Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower Borrowers and their Subsidiaries on a consolidated basis;
(f) liens existing on the date hereof and listed and described on Schedule 10.2 hereto;
(g) purchase money security interests in or purchase money mortgages on real or personal property other than Mortgaged Properties acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by Section 10.1(d), incurred in connection with the acquisition of such Guarantorproperty, which security interests or mortgages cover only the real or personal property so acquired, and liens in respect of Capitalized Leases to the extent such Capitalized Leases are permitted by Section 10.1(d) and to the extent that such liens cover only the property subject to such Capitalized Leases;
(h) other liens and encumbrances on each Mortgaged Property as and to the extent permitted by the Mortgage applicable thereto; and
(ei) liens securing Debt permitted in favor of the Agent for the benefit of the Lenders and the Agent under Section 8.2(b)the Loan Documents.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Dave & Busters Inc)
Restrictions on Liens. The Borrower and each Guarantor will not (i) create Create or incur or suffer to be created or incurred or to exist any Lien encumbrance, mortgage, pledge, Lien, charge or other security interest of any kind upon any of the Collateralits property or assets of any character, whether now owned or hereafter acquired, or upon the income or profits therefrom; (ii) transfer any of such Collateral property or the income or profits therefrom assets for the purpose purposes of subjecting the same to the payment of Debt Indebtedness or performance of any other obligation in priority to payment of its general creditors; , or grant any person (iiiother than CapitalSource under the Credit Agreement) acquirea negative pledge or other similar restriction with respect to any of its property or assets, or acquire or agree or have an option to acquire, acquire any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; arrangement (ivincluding, without limitation, Capitalized Leases) or suffer to exist for a period of more than thirty (30) 30 days after the same shall have been incurred any Debt or claim or demand Indebtedness against it that which if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; , or (v) sell, assign, pledge or otherwise transfer for security any Collateralof its accounts, contract rights, general intangibles, or chattel paper (as those terms are defined in the New York Uniform Commercial Code) with or without recourse; provided provided, however, that the Borrower Company or any Subsidiary may create or incur or suffer to be created or incurred or to exist (the “Permitted Liens”):exist:
(a) liens Liens in favor of CapitalSource pursuant to secure taxes, assessments and other government charges in respect the terms of obligations not overdue or liens on properties to secure claims for labor, material or supplies in respect of obligations not overduethe Senior Debt Documents;
(b) deposits Existing Liens and security interests described in SCHEDULE 5.32 securing presently outstanding Indebtedness permitted by Section 10.1.
(c) Purchase money security interests (which term shall include mortgages, conditional sale contracts, Capitalized Leases and all other title retention or deferred purchase devices) to secure the purchase price of property acquired hereafter by the Company or any Subsidiary, or to secure Indebtedness incurred solely for the purpose of financing such acquisitions, in each case to the extent permitted by Section 10.1; PROVIDED, HOWEVER, that no such purchase money security interests shall extend to or cover any property other than the property the purchase price of which is secured by it, and that the principal amount of Indebtedness (whether or not assumed) with respect to each item of property subject to such a security interest shall not exceed the fair value of such item on the date of its acquisition.
(d) (i) Deposits or pledges made in connection with, or to secure payment of, workmen’s 's compensation, professional liability insurance, unemployment insurance, old age pensions or other social security or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations;; (ii) arising as a result of progress payments under government contracts; and (iii) Liens for Taxes, assessments or governmental charges or levies and Liens to secure claims for labor, material or supplies to the extent that payment thereof shall not at the time be required to be made in accordance with Section 9.4(a).
(ce) liens on properties Encumbrances in respect the nature of judgments or awards, the Debt with respect to which is permitted by Section 8.2(e);
(d) encumbrances on real estate consisting of easements, rights of way, zoning restrictions, easements, and rights or restrictions of record on the use of real property and defects and irregularities which do not materially detract from the value of such property or impair its use in the title thereto, landlord’s or lessor’s liens under leases to which the Borrower or any Guarantor is a party, and other minor liens or encumbrances none of which in the opinion of the Borrower and such Guarantor interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower owner or lessee.
(f) Liens (other than judgments and such Guarantorawards) created by or resulting from any litigation or legal proceeding, which defects do not individually provided the execution or other enforcement thereof is effectively stayed and the claims secured thereby are being actively contested in good faith by appropriate proceedings reasonably satisfactory to the Purchaser.
(g) Liens arising by operation of law to secure landlords, lessors or renters under leases or rental agreements made in the ordinary course of business and confined to the premises or property rented.
(h) Judgment Liens in an aggregate have a materially adverse effect on amount not to exceed (i) $250,000, if such amount is covered by insurance or (ii) $50,000, if such amount is not covered by insurance.
(i) Liens necessary and desirable for the business operation of such Person's business; PROVIDED, that the Purchaser has consented to such Liens in writing before their creation and existence and the debt secured thereby is both subject and subordinate in all respects to the Obligations and all of the Borrower or such Guarantor; andrights and remedies of the Purchaser, all in form and substance satisfactory to the Purchaser in its sole discretion.
(ej) liens securing Debt Liens in favor of HUD to secure Indebtedness to HUD permitted under by Section 8.2(b10.1(b); Nothing contained in this Section 10.2 shall permit the Company or any Subsidiary to incur any Indebtedness or take any other action or permit to exist any other condition which would be in contravention of any other provision of this Agreement.
Appears in 1 contract
Sources: Securities Purchase Agreement (1818 Fund Lp Brown Brothers Harriman Co Long T Michael Et Al)
Restrictions on Liens. The Borrower will not, and each Guarantor will not permit any of its Subsidiaries to, (ia) create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of the Collateralits property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (iib) transfer any of such Collateral property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iiic) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (ivd) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Debt Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvencyinsolvency under the laws of the United States of America or any state thereof, or otherwise, be given any priority whatsoever over its general creditors; or (ve) sell, assign, pledge or otherwise transfer any Collateralaccounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse; provided PROVIDED that the Borrower and any Subsidiary of the Borrower may create or incur or suffer to be created or incurred or to exist (the “Permitted Liens”):exist:
(ai) liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower;
(ii) liens to secure taxes, assessments and other government charges in respect of obligations not overdue or and liens on properties to secure claims for labor, material or supplies supplies, in each case in respect of obligations not overdueoverdue or which are being contested in good faith and by appropriate proceedings and for which the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto;
(biii) deposits or pledges made in connection with, or to secure payment of, workmen’s worker's compensation, unemployment insurance, old age pensions or other social security obligations;
(civ) liens on properties in respect of judgments or awards, awards that have been in force for less than the Debt with applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or such Subsidiary is at the time in good faith prosecuting an appeal and in respect of which a stay of execution shall have been obtained pending such appeal or shall have obtained an unsecured bond sufficient to which is permitted by Section 8.2(e)release such lien;
(dv) liens of carriers, warehousemen, mechanics and materialmen, and other like liens, in respect of obligations not overdue or, if such obligations are overdue, being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary shall have set aside on its books adequate reserves with respect thereto, PROVIDED that no proceeding to foreclose any such lien shall have been commenced;
(vi) encumbrances on real estate Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s 's or lessor’s 's liens under leases Capitalized Leases to which the Borrower or any Guarantor a Subsidiary of the Borrower is a party, and other minor liens or encumbrances none of which in the opinion of the Borrower and such Guarantor interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and such Guarantorits Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower individually or of the Borrower and its Subsidiaries on a consolidated basis;
(vii) liens existing on the Closing Date and listed on SCHEDULE 6.2 attached hereto or liens on the same assets in connection with the refinancing of such existing liens;
(viii) liens arising in the ordinary course of business of the Borrower or a Subsidiary of the Borrower none of which in the opinion of the Borrower interferes materially with the use of the property affected in the ordinary course of business of the Borrower and its Subsidiaries and which do not, individually or in the aggregate, have a materially adverse effect on the business of the Borrower or such GuarantorSubsidiary individually or of the Borrower and its Subsidiaries on a consolidated basis;
(ix) purchase money security interests in or purchase money mortgages on real or personal property acquired after the Closing Date to secure purchase money Indebtedness of the type permitted by Section 6.1(m) hereof, incurred in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired;
(x) liens on accounts receivable of the Borrower and/or its Subsidiaries that are the subject of and secure the accounts receivable financing facility permitted under Section 6.1(k) hereof;
(xi) liens securing other permitted Indebtedness that does not exceed $10,000,000 in the aggregate;
(xii) liens in respect of the interests of lessors under Capitalized Leases; and
(exiii) liens on Real Estate securing Debt Indebtedness permitted under Section 8.2(b)6.1(o) hereof.
Appears in 1 contract
Restrictions on Liens. The Borrower Borrowers will not, and each Guarantor will not permit any of their Subsidiaries to, (i) create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of the Collateralits property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (ii) transfer any of such Collateral property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iii) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (iv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Debt Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (v) sell, assign, pledge or otherwise transfer any Collateralaccounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse; provided that the Borrower Borrowers and their Subsidiaries may create or incur or suffer to be created or incurred or to exist (the “Permitted Liens”):exist: 73 -66-
(a) liens in favor of a Borrower on all or part of the assets of Subsidiaries of such Borrower securing Indebtedness owing by such Subsidiaries to such Borrower;
(b) liens to secure taxes, assessments and other government charges in respect of obligations not overdue or liens on properties other than Mortgaged Properties to secure claims for labor, material or supplies in respect of obligations not overdueoverdue or delinquent;
(bc) deposits or pledges made in connection with, or to secure payment of, workmen’s 's compensation, unemployment insurance, old age pensions or other social security obligations;
(cd) liens on properties other than Mortgaged Properties in respect of judgments or awards, the Debt Indebtedness with respect to which is permitted by Section 8.2(e10.1(d);
(de) liens of carriers, warehousemen, mechanics and materialmen, and other like liens on properties other than Mortgaged Properties, in existence less than 120 days from the date of creation thereof in respect of obligations not overdue or delinquent;
(f) encumbrances on real estate Real Estate other than the Mortgaged Property consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s 's or lessor’s 's liens under leases to which the a Borrower or any Guarantor a Subsidiary of a Borrower is a party, and other minor liens or encumbrances none of which in the opinion of the Borrower and such Guarantor Borrowers interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower Borrowers and such Guarantortheir Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of the any Borrower individually or such Guarantor; andof TransTechnology and its Subsidiaries on a consolidated basis;
(eg) liens securing Debt existing on the date hereof and listed on Schedule 10.2 hereto;
(h) security interests in, or purchase money mortgages on, real or personal property other than Mortgaged Properties acquired after the date hereof to secure Indebtedness of the type and amount permitted by Section 10.1(h) and incurred in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired (or comparable security interests, such as collateral assignments or retention of title agreements entered into in the ordinary course of business);
(j) liens in favor of the Agent for the benefit of the Lenders and the Agent under Section 8.2(b)the Loan Documents.
Appears in 1 contract
Restrictions on Liens. The Borrower will not, and each Guarantor will not permit any of its Subsidiaries to, (i) create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of the Collateralits property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (ii) transfer any of such Collateral property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt indebtedness or performance of any other obligation in priority to payment of its general creditors; (iii) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (iv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Debt indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (v) sell, assign, pledge or otherwise transfer any Collateralaccounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse; provided that the Borrower and any Subsidiary of the Borrower may create or incur or suffer to be created or incurred or to exist (the “Permitted Liens”):exist:
(a) liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower;
(b) liens to secure taxes, assessments and other government charges in respect of obligations not overdue or liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue;
(bc) deposits or pledges made in connection with, or to secure payment of, workmen’s 's compensation, unemployment insurance, old age pensions or other social security obligations;
(cd) liens on properties in respect of judgments or awards, the Debt indebtedness with respect to which is permitted by Section 8.2(e12.1(d);
(de) liens of carriers, warehouse men, mechanics and materialmen, and other like liens on properties, in existence less than 120 days from the date of creation thereof in respect of obligations not overdue;
(f) encumbrances on real estate Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s 's or lessor’s 's liens under leases to which the Borrower or any Guarantor a Subsidiary of the Borrower is a party, and other minor liens or encumbrances none of which in the opinion of the Borrower and such Guarantor interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and such Guarantorits Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower individually or of the Borrower and its Subsidiaries on a consolidated basis;
(g) liens existing on the date hereof and listed on Schedule 12.2 hereto;
(h) purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money Indebtedness in an amount permitted by Section 12.1(i), incurred in connection with the acquisition of such Guarantorproperty, which security interests or mortgages cover only the real or personal property so acquired;
(i) liens in favor of the Collateral Agent, for the benefit of the Banks, the Agents and the Collateral Agent, under the Loan Documents; and
(ej) liens on inventory and proceeds thereof (up to the cost thereof to the Borrower or such Subsidiary) held on consignment from trade vendors securing Debt permitted under Section 8.2(b)obligations to return or pay the purchase price of such inventory.
Appears in 1 contract
Sources: Revolving Credit, Term Loan and Gold Consignment Agreement (Marks Bros Jewelers Inc)
Restrictions on Liens. The Borrower and each Guarantor will not (i) create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of the Collateralits property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (ii) transfer any of such Collateral property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iii) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (iv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Debt Indebtedness or claim or demand against it that which if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (v) sell, assign, pledge or otherwise transfer any Collateralaccounts, contract rights, general intangibles or chattel paper, with or without recourse; provided that , except the Borrower may create or incur or suffer to be created or incurred or to exist following (the “"Permitted Liens”"):
(a) liens in favor of the Agent for the benefit of the Banks and the Agent under the Loan Documents;
(b) deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations; (c) liens to secure taxes, assessments and other government governmental charges in respect of obligations not overdue or liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue;
(b) deposits or pledges made , or, in connection witheach case, or to secure payment of, workmen’s compensation, unemployment insurance, old age pensions or other social security obligations;
(c) liens on properties which are being contested in respect of judgments or awards, the Debt good faith by appropriate proceedings diligently conducted and with respect to which is permitted by Section 8.2(e)adequate reserves are being maintained in accordance with GAAP so long as such liens are not being foreclosed;
(d) encumbrances on real estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens under leases to which the Borrower or any Guarantor is a party, and other minor liens or encumbrances none of which in the opinion of the Borrower and such Guarantor interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and such Guarantor, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower or such Guarantor; and
(e) liens securing Debt permitted under Section 8.2(b).
Appears in 1 contract
Restrictions on Liens. The Borrower Neither CML nor any of the Borrowers will, and each Guarantor none will not permit any of their Subsidiaries to, (i) create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of the Collateralits property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (ii) transfer any of such Collateral property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iii) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (iv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Debt Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (v) sell, assign, pledge or otherwise transfer any Collateralaccounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse; provided PROVIDED that CML, any of the Borrower Borrowers and any of their Subsidiaries may create or incur or suffer to be created or incurred or to exist (the “Permitted Liens”):exist:
(a) liens in favor of such Borrower on all or part of the assets of Subsidiaries of such Borrower securing Indebtedness owing by Subsidiaries of such Borrower to such Borrower;
(b) liens to secure taxes, assessments and other government charges in respect of obligations not overdue or liens on properties other than Mortgaged Properties to secure claims for labor, material or supplies in respect of obligations not overdue;
(bc) deposits or pledges made in connection with, or to secure payment of, workmen’s 's compensation, unemployment insurance, old age pensions or other social security obligations;
(cd) liens on properties other than Mortgaged Properties in respect of judgments or awards, the Debt Indebtedness with respect to which is permitted by Section 8.2(ess.10.1(d);
(de) liens of carriers, warehousemen, mechanics and materialmen, and other like liens on properties other than Mortgaged Properties, in existence less than 120 days from the date of creation thereof in respect of obligations not overdue;
(f) encumbrances on real estate Real Estate other than the Mortgaged Property consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s 's or lessor’s 's liens under leases to which CML, any of the Borrower Borrowers or any Guarantor of their Subsidiaries is a party, and other minor liens or encumbrances none of which in the opinion of the CML or such Borrower and such Guarantor interferes materially with the use of the property affected in the ordinary conduct of the business of CML, such Borrower or their Subsidiaries, as the Borrower and such Guarantorcase may be, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower CML or such GuarantorBorrower, as the case may be individually or of CML, the Borrowers and their Subsidiaries on a consolidated basis;
(g) liens existing on the date hereof and listed on SCHEDULE 10.2 hereto;
(h) liens to secure Capitalized Lease obligations of the type and amount permitted by ss.10.1(g), so long as such liens cover only the property subject to sucH Capitalized Leases, and purchase money security interests in or purchase money mortgages on real or personal property other than Mortgaged Properties acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by ss.10.1(g), incurred in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired;
(i) liens and encumbrances on each Mortgaged Property as and to the extent permitted by the Mortgage applicable thereto;
(j) liens in favor of the Administrative Agent for the benefit of the Lenders and the Administrative Agent under the Loan Documents; and
(ek) liens securing Debt permitted under Section 8.2(b)on assets of NordicTrack granted in accordance with the Monogram Credit Card Program and the GE Capital Credit Card Program.
Appears in 1 contract
Restrictions on Liens. The Borrower and each Guarantor will shall not (iA) create --------------------- or incur or suffer to be created or incurred or to exist any Lien Lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of the Collateralits Property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (iiB) transfer any of such Collateral Property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iiiC) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title title-retention or purchase purchase-money security agreement, device or arrangement; (ivD) suffer to exist for a period of more than thirty (30) 30 days after the same shall have been incurred any Debt Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (vE) sell, assign, pledge or otherwise transfer any Collateralaccounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse; and shall not permit any of its Subsidiaries to do any of the foregoing; provided that the Borrower or -------- any Subsidiary may create or incur or suffer to be created or incurred or to exist the following (the “collectively, "Permitted Liens”):"): ---------------
(a) liens Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or liens Liens on properties Properties to secure claims for labor, material or supplies in respect of obligations not overdue;
(b) deposits or pledges made in connection with, or to secure payment of, workmen’s 's compensation, unemployment insurance, old age pensions or other social security obligations;
(c) Liens of carriers, warehousemen, mechanics and materialmen, and other like liens on properties properties, in existence less than 120 days from the date of creation thereof in respect of judgments or awards, the Debt with respect to which is permitted by Section 8.2(e)obligations not overdue;
(d) encumbrances on real estate Real Estate consisting of of:
(i) easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s 's or lessor’s 's liens under leases to which such the Borrower or any Guarantor of its Subsidiaries is a party, and other minor liens or encumbrances none of which in the opinion of the Borrower and such Guarantor interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and such Guarantoror any of its Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect Material Adverse Effect on the business of the Borrower or such Guarantorany of its Subsidiaries, and
(ii) with respect to Real Estate the acquisition price for which is not included in Other Costs, mortgage (or deed of trust) Liens
(A) the amount secured by any Mortgage Lien shall not exceed the sum of (1) the acquisition cost of the Real Estate acquired by the Borrower or any of its Subsidiaries and (2) the cost of any improvements constructed thereon; and
(B) the Borrower or such Subsidiary shall simultaneously with the acquisition of the Real Estate in question either:
(1) grant to the Collateral Agent a second mortgage (or deed of trust), in form and substance satisfactory to the Required Lenders, subordinate only to the Mortgage Lien, and securing the obligations of the Borrower and its Subsidiaries owing to lenders that are parties to the Intercreditor Agreement, or
(2) cause the lender in whose favor the Mortgage Lien is to be made to execute and deliver to the Collateral Agent an option to purchase the Mortgage Lien, substantially in the form of Exhibit F; ---------
(e) liens Liens in favor of the Collateral Agent for the benefit of the lenders and agents parties to the Intercreditor Agreement securing Debt the obligations permitted to be secured under the Intercreditor Agreement;
(f) deposits to secure the performance of bids, trade contracts (other than in respect of Indebtedness for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds, and other obligations of a like nature incurred in the ordinary course of business not to exceed in the aggregate at any one time *****
(g) Liens on FCC Licenses and proceeds of the sale or other disposition thereof in favor of the FCC securing Indebtedness owing by License Subsidiaries to the FCC or lenders of permitted Indebtedness pursuant to (S)7.01(c)(ii); and
(h) Liens securing purchase-money Indebtedness permitted under Section 8.2(b(S)7.01(d)(i), (ii), (iii) or (iv) owing to a Person that is not a party to the Intercreditor Agreement; provided that such Liens cover only the -------- property acquired with the proceeds of such Indebtedness and the proceeds of such property to the extent the applicable Uniform Commercial Code provides for the automatic perfection of a security interest in such proceeds. -------------------------------------------------------------------------------- ***** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Appears in 1 contract
Sources: Loan Agreement (Omnipoint Corp \De\)
Restrictions on Liens. The Borrower and each Guarantor will not (ia) create or incur or suffer to be created or incurred or to exist any Lien upon any of the Collateralits property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (iib) transfer any of such Collateral property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iiic) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (ivd) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Debt Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (ve) sell, assign, pledge or otherwise transfer any Collateral“receivables” as defined in clause (g) of the definition of the term “Indebtedness”, with or without recourse; provided provided, that the Borrower may create or incur or suffer to be created or incurred or to exist (the “Permitted Liens”):exist:
(ai) liens Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or liens on properties that are being contested in good faith by appropriate proceedings that are not reasonably likely to secure claims result in any civil or criminal penalty to the Administrative Agent or any Lender and for labor, material or supplies the payment of which adequate reserves are maintained in respect of obligations not overdueaccordance with GAAP;
(bii) deposits Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties, in existence less than 60 days after the Borrower or pledges made the Manager has knowledge thereof or that are being contested in connection with, good faith by appropriate proceedings that are not reasonably likely to result in any civil or criminal penalty to secure the Administrative Agent or any Lender and for the payment of, workmen’s compensation, unemployment insurance, old age pensions or other social security obligationsof which adequate reserves are maintained in accordance with GAAP;
(ciii) liens on properties Liens in respect favor of judgments or awardsthe Administrative Agent, for the Debt with respect to which is permitted by Section 8.2(e)benefit of the Secured Parties, under the Loan Documents;
(div) encumbrances on real estate Liens consisting of easements, rights interests of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens under leases to which the Borrower or any Guarantor is a party, and other minor liens or encumbrances none of which in the opinion lessees of the Borrower and such Guarantor interferes materially with the use of the property affected Containers or arising from precautionary UCC financing statement filings regarding leases entered into in the ordinary conduct course;
(v) Liens in favor of banks on items in collection (and the documents related thereto) arising in the ordinary course of business of the Borrower and such Guarantor, which defects do not individually or in the aggregate have a materially adverse effect on the business under Article IV of the Borrower or such Guarantor; and
(e) liens securing Debt permitted under Section 8.2(b)Uniform Commercial Code.
Appears in 1 contract
Restrictions on Liens. The Borrower Company will not, and each Guarantor will not permit any Subsidiary (iother than any Foreign Subsidiary) to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of the Collateralits property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (iib) transfer any of such Collateral property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iiic) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (iv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Debt or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (vd) sell, assign, pledge or otherwise transfer any Collateral, "receivables" as defined in clause (g) of the definition of the term "Indebtedness," with or without recourserecourse (except the conversion or exchange of accounts receivable into or for notes receivable in connection with the compromise or collection thereof, or as otherwise permitted by section 10.5.2); provided that the Borrower Company or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist (the “Permitted Liens”):exist:
(ai) liens Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or liens on properties to secure claims for labor, material or supplies supplies, but only to the extent that and so long as the payment thereof shall not at the time be required to be made in respect of obligations not overdueaccordance with section 9.9 hereof;
(bii) deposits or pledges made in connection with, or to secure payment of, workmen’s worker's compensation, unemployment insurance, old age pensions or other social security or insurance-related obligations, or to secure the performance of bids, tenders, contracts (other than those relating to borrowed money) or leases (other than Capitalized Leases), or to secure statutory obligations or surety or appeal bonds, or to secure indemnity, performance or other similar bonds or obligations required in the ordinary course of business;
(ciii) liens on properties Liens in respect of judgments or awardsawards that have been in force for less than the applicable appeal period so long as execution is not levied thereunder or in respect of which the Company or the appropriate Subsidiary of the Company shall at the time in good faith be prosecuting an appeal or a proceeding for review and in respect of which a stay of execution shall have been obtained pending such appeal or review;
(iv) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens arising in the Debt ordinary course of business, in existence less than one hundred twenty (120) days from the date of creation thereof in respect of obligations not overdue or being contested in good faith by appropriate proceedings, with respect to which is permitted by Section 8.2(e)obligations the Company has set aside on its books reserves in accordance with GAAP;
(dv) encumbrances on real estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s 's or lessor’s 's liens under leases to which the Borrower Company or any Guarantor a Subsidiary of the Company is a party, and other minor liens or encumbrances Liens, none of which in the opinion of the Borrower and such Guarantor Company interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower Company and such Guarantorits Subsidiaries, which defects do not individually or in the aggregate have a materially material adverse effect on the business of the Borrower Hasbro Companies, considered as a whole;
(vi) Liens consisting of purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money Indebtedness incurred in connection with the acquisition of such property or Capitalized Leases, which Liens cover only the real or personal property so acquired or leased provided that the aggregate amount of Indebtedness secured by such Liens and Capitalized Leases does not exceed $50,000,000 outstanding at any time;
(vii) Liens existing on the date hereof and listed on Schedule 10.2 hereto;
(viii) Liens securing the Secured Obligations in favor of the Agent for the benefit of the Banks and the Agent;
(ix) Liens on the property or assets of a Person which becomes a Subsidiary of the Company after the date hereof securing Indebtedness of such Subsidiary permitted under section 10.1 provided that (i) such Liens existed at the time such Person became such a Subsidiary and were not created in anticipation thereof and (ii) any such Lien is not spread to cover any property or assets of such Person after the time such person becomes a Subsidiary;
(x) Liens existing on assets or properties at the time of the acquisition thereof by the Company or any Subsidiary of the Company which were not created in anticipation of the acquisition thereof by the Company or such GuarantorSubsidiary, and which do not materially interfere with the use, occupancy, operation and maintenance of the property or assets subject thereto or extend to or cover any assets or property of the Company or such Subsidiary other than the assets or property being acquired or secure any Indebtedness not permitted under section 10.1;
(xi) any encumbrance or restriction (including, without limitation, put and call agreements and transfer restrictions, but not pledges) with respect to the Capital Stock of any joint venture or similar arrangement created pursuant to the joint venture or similar agreements with respect to such joint venture or similar arrangement;
(xii) a Lien on the shares of Capital Stock of Atari and other related rights and interests to secure the Company's obligations under a collar or other hedging agreement between the Company and a third party to hedge against fluctuations in the price of such shares;
(xiii) Liens on assets of any Foreign Subsidiary securing Indebtedness of any Foreign Subsidiary permitted by section 10.1(b) or section 10.1(j);
(xiv) Liens on assets to secure obligations in respect of Interest Hedging Agreements not to exceed, in the case of Interest Hedging Agreements to which neither the Agent nor any Bank or Bank Affiliate is a party, $75,000,000 in aggregate amount at any time outstanding;
(xv) Liens on any receivables and related assets subject to any Asset Sale permitted under sections 10.5.2(j) hereof;
(xvi) Liens created pursuant to and in accordance with any Permitted Receivables Securitization Facility; and
(exvii) liens securing Debt permitted under Section 8.2(b)other Liens on assets which secure obligations not exceeding $25,000,000 in aggregate amount at any time outstanding.
Appears in 1 contract
Restrictions on Liens. The Borrower and each Guarantor None of the Borrowers will, nor will not (i) Ryder permit any of its Consolidated Subsidiaries to, create or incur or suffer to be created or incurred or to exist any Lien upon any of the Collateral, or upon the income or profits therefrom; (ii) transfer any of such Collateral or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt or performance of any other obligation in priority to payment of its general creditors; (iii) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreementof any character, device or arrangement; (iv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Debt or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (v) sell, assign, pledge or otherwise transfer any Collateral, with or without recourse; provided that the Borrower may create or incur or suffer to be created or incurred or to exist except as follows (the “Permitted Liens”):
(a) liens Liens securing Secured Indebtedness; provided that such Secured Indebtedness is permitted by §9.1 hereof; provided further that the aggregate net book value of the assets of Ryder and its Consolidated Subsidiaries securing Secured Indebtedness which (i) consists of Indebtedness included within clause (a) of the definition of “Secured Indebtedness” and (ii) is incurred pursuant to secure taxes§9.1(b), assessments and other government charges in respect shall not, at any time, exceed an amount equal to two-hundred percent (200%) of obligations not overdue or liens on properties to secure claims for labor, material or supplies in respect the aggregate outstanding principal amount of obligations not overduesuch Secured Indebtedness;
(b) deposits any encumbrances consisting of zoning restrictions, exceptions, easements, leases or pledges made other like restrictions on the use of Real Property which do not materially impair the use of such property;
(c) the following Liens or charges which are not yet due or are payable without penalty or of which the amount, applicability or validity is being contested in connection withgood faith by appropriate proceedings:
(i) Liens for taxes, assessments or other governmental charges;
(ii) Liens given in the ordinary course of business pursuant to any governmental regulation in order to allow Ryder or a Consolidated Subsidiary to maintain self-insurance, or to secure payment of, workmenparticipate in any fund or participate in any benefits in connection with worker’s compensation, unemployment insurance, old age pensions or other social security obligationssecurity, or for any other purpose at any time required by Law or governmental regulation as a condition to the transaction of business or the exercise of any privilege or license;
(ciii) liens on properties mechanic’s, carrier’s, worker’s, warehouseman’s, landlord’s or other like Liens arising in respect the ordinary course of judgments business, including Liens incident to construction;
(iv) any inchoate Liens arising under ERISA to secure any contingent liability of Ryder or awards, a Consolidated Subsidiary; and
(v) other Liens incidental to the Debt conduct of business or ownership of property and assets which were not incurred in connection with respect to the borrowing of money and which is permitted by Section 8.2(e)do not in the aggregate materially impair the use of property or assets of Ryder or its Consolidated Subsidiaries;
(d) encumbrances Liens on real estate consisting of easementsaccounts receivable subject to the Receivables Purchase Agreements referred to in §9.3(d);
(e) Liens on cash, rights of way, zoning restrictions, restrictions on the use of real property cash equivalents and defects and irregularities in the title thereto, landlord’s or lessor’s liens under leases to which the Borrower or any Guarantor is a party, and other minor liens or encumbrances none of which in the opinion of the Borrower and such Guarantor interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and such Guarantor, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower or such Guarantormarketable securities securing Derivatives Obligations; and
(ef) liens securing Debt Liens on assets subject to the securitization permitted under Section 8.2(bpursuant to §9.3(e).
Appears in 1 contract
Sources: Global Revolving Credit Agreement (Ryder System Inc)
Restrictions on Liens. The Borrower and each Guarantor will not (i) create or incur or suffer to be created or incurred or to exist any Lien upon any of the Collateral, or upon the income or profits therefrom; (ii) transfer any of such Collateral or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt or performance of any other obligation in priority to payment of its general creditors; (iii) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (iv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Debt or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (v) sell, assign, pledge or otherwise transfer any Collateral, with or without recourse; provided that the Borrower may create or incur or suffer to be created or incurred or to exist (the “Permitted Liens”):
(a) liens to secure taxes, assessments and other government charges in respect of obligations not overdue or liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue;
(b) deposits or pledges made in connection with, or to secure payment of, workmen’s compensation, unemployment insurance, old age pensions or other social security obligations;
(c) liens on properties in respect of judgments or awards, the Debt with respect to which is permitted by Section 8.2(e);
(d) encumbrances on real estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens under leases to which the Borrower or any Guarantor is a party, and other minor liens or encumbrances none of which in the opinion of the Borrower and such Guarantor interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and such GuarantorBorrower, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower or such GuarantorBorrower; and
(e) liens securing Debt permitted under Section 8.2(b).
Appears in 1 contract
Restrictions on Liens. The Borrower Borrowers will not, and each Guarantor will not permit any of their Subsidiaries to, (ia) create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of the Collateralits property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (iib) transfer any of such Collateral property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iiic) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (ivd) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Debt Indebtedness or claim or demand against it that if unpaid might could reasonably be expected by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (ve) except as specifically permitted by Section 10.5.2 hereof, sell, assign, pledge pledge, discount, factor or otherwise transfer any Collateralaccounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse; provided that the Borrowers and any Subsidiary of any Borrower may create or incur or suffer to be created or incurred or to exist (the “Permitted Liens”):exist:
(ai) liens in favor of any Borrower or any Guarantor on all or part of the assets of Subsidiaries of any Borrower or such Guarantor securing Indebtedness owing by Subsidiaries of such Borrower or such Guarantor, as the case may be, to such Borrower or to such other Guarantor;
(ii) liens to secure taxes, assessments and other government charges in respect of obligations not overdue or liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue, or which are being contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves are being maintained in accordance with generally accepted accounting principles so long as such liens are not being foreclosed;
(biii) deposits or pledges made in connection with, or to secure payment of, workmen’s 's compensation, unemployment insurance, old age pensions or other social security obligations and good faith deposits in connection with tenders, contracts or leases to which it is a party or deposits or pledges to secure, or in lieu of, surety, penalty or appeal bonds, performance bonds or other similar obligations;
(civ) liens on properties in respect of judgments or awards, the Debt Indebtedness with respect to which is permitted by Section 8.2(e10.1(d);
(dv) liens of carriers, warehousemen, mechanics and materialmen, and other like liens on properties which would not have a Material Adverse Effect and are in respect of obligations not overdue, or which are being contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves are being maintained in accordance with generally accepted accounting principles so long as such liens are not being foreclosed;
(vi) encumbrances on real estate Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s 's or lessor’s 's or lessee's liens under leases to which the Borrowers or a Subsidiary of any Borrower or any Guarantor is a party, and other minor liens or encumbrances none of which in the opinion of the such Borrower and such Guarantor interferes materially with the use of the property affected in the ordinary conduct of the business of the such Borrower and such Guarantorits Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect Material Adverse Effect;
(vii) liens existing and listed on Schedule 10.2 hereto; -84- 94
(viii) purchase money security interests in or purchase money mortgages on real or personal property acquired after the business date hereof to secure purchase money Indebtedness of the type and amount permitted by Section 10.1(h), incurred in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired and liens in favor of the lessor on any Capitalized Lease or Synthetic Lease for equipment acquired after the date hereof which is the subject of such Capitalized Lease or Synthetic Lease to secure Indebtedness of the type and amount permitted by Section 10.1(h), incurred in connection with such Capitalized Lease or Synthetic Lease, which lien or security interest covers only the property which is the subject of such Capitalized Lease or Synthetic Lease;
(ix) liens in favor of the Agent for the benefit of the Banks and the Agent under the Loan Documents;
(x) liens in favor of the FIUI Agent for the benefit of the FIUI Banks and the FIUI Agent under the FIUI Loan Documents;
(xi) liens in favor of Bake▇ & ▇cKe▇▇▇▇ ▇▇ Agent under the Astron Pledge;
(xii) liens in favor of Ericsson under the Ericsson Pledge Agreement and the Ericsson General Purchase Agreement;
(xiii) rights of third parties in equipment or inventory consigned to, or otherwise owned by such third party and which is being stored on property owned or leased by, any Borrower or any of its Subsidiaries;
(xiv) rights of unsecured creditors located in jurisdictions outside of the United States which may, under applicable laws of such Guarantorjurisdiction, have priority over secured creditors in certain circumstances, so long as such rights do not have a Material Adverse Effect; and
(exv) liens on assets of a Subsidiary acquired after the Closing Date pursuant to a Permitted Acquisition, which security interests cover only the assets so acquired, securing Debt Indebtedness permitted under by Section 8.2(b10.1 hereof provided (1) such security interests were not created in contemplation of such Permitted Acquisition; (2) such security interests are terminated and discharged to the satisfaction of the Agent within ninety (90) days of the date such Permitted Acquisition is consummated; and (3) on the date of consummation of such Permitted Acquisition the Company shall have provided to the Agent a description of any liens or security interests existing as to such Subsidiary on such date together with a certification that arrangements are being made to terminate all security interests and liens within the time period permitted by subparagraph (2) hereof (such liens and security interests being hereinafter referred to as the "Temporary Liens").
Appears in 1 contract
Sources: Revolving Credit Agreement (Flextronics International LTD)
Restrictions on Liens. The Borrower will not, and each Guarantor will not permit any of its Subsidiaries to, (ia) create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of the Collateralits property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (iib) transfer any of such Collateral property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iiic) acquire, or agree or have an option to acquire, acquire any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (ivd) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Debt Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (ve) sell, assign, pledge or otherwise transfer any Collateralaccounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse; provided PROVIDED that the Borrower and any Subsidiary of the Borrower may create or incur or suffer to be created or incurred or to exist (the “Permitted Liens”):exist:
(ai) liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower; (ii) liens to secure taxes, assessments and other government charges in respect of obligations not overdue or liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue;
overdue (bor which are being contested in good faith and by appropriate proceedings and as to which adequate reserves have been provided); (iii) deposits or pledges made in connection with, or to secure payment of, workmen’s 's compensation, unemployment insurance, old age pensions or other social security obligations;
(c) liens on properties in respect of judgments or awards, the Debt with respect to which is permitted by Section 8.2(e);
(d) encumbrances on real estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens under leases to which the Borrower or any Guarantor is a party, and other minor liens or encumbrances none of which in the opinion of the Borrower and such Guarantor interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and such Guarantor, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower or such Guarantor; and
(e) liens securing Debt permitted under Section 8.2(b).
Appears in 1 contract
Sources: Revolving Credit Agreement (Republic Engineered Steels Inc)
Restrictions on Liens. The Borrower and each Guarantor will not (i) None of the Borrowers will, nor ▇▇▇▇ ▇▇▇▇▇ permit any of its Consolidated Subsidiaries to, create or incur or suffer to be created or incurred or to exist any Lien upon any of the Collaterallien, encumbrance, mortgage, pledge, charge, restriction or upon the income or profits therefrom; (ii) transfer any of such Collateral or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt or performance other security interest of any other obligation in priority to payment of its general creditors; (iii) acquire, or agree or have an option to acquire, kind upon any property or assets upon conditional sale or other title retention or purchase money security agreementof any character, device or arrangement; (iv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Debt or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (v) sell, assign, pledge or otherwise transfer any Collateral, with or without recourse; provided that the Borrower may create or incur or suffer to be created or incurred or to exist except as follows (the “"Permitted Liens”"):
(a) liens securing Secured Indebtedness, provided that such Secured Indebtedness is permitted by Section 9.1 hereof, and provided further that the aggregate net book value of the assets of Ryder and its Consolidated Subsidiaries securing Secured Indebtedness which (i) consists of Indebtedness included within clause (i) of the definition of "Secured Indebtedness" and (ii) is incurred pursuant to secure taxesSection 9.1(b), assessments and other government charges in respect shall not, at any time, exceed an amount equal to two-hundred percent (200%) of obligations not overdue or liens on properties to secure claims for labor, material or supplies in respect the aggregate outstanding principal amount of obligations not overduesuch Secured Indebtedness;
(b) deposits any encumbrances consisting of zoning restrictions, exceptions, easements, leases or pledges made other like restrictions on the use of real property which do not materially impair the use of such property;
(c) the following liens or charges which are not yet due or are payable without penalty or of which the amount, applicability or validity is being contested in connection withgood faith by appropriate proceedings:
(i) liens for taxes,assessments or other governmental charges;
(ii) liens given in the ordinary course of business pursuant to any governmental regulation in order to allow Ryder or a Consolidated Subsidiary to maintain self-insurance, or to secure payment of, workmen’s participate in any fund or participate in any benefits in connection with worker's compensation, unemployment insurance, old age pensions or other social security obligationssecurity, or for any other purpose at any time required by law or governmental regulation as a condition to the transaction of business or the exercise of any privilege or license;
(ciii) mechanic's, carrier's, worker's, warehouseman's, landlord's or other like liens on properties arising in respect the ordinary course of judgments business, including liens incident to construction;
(iv) any inchoate liens arising under ERISA to secure any contingent liability of Ryder or awards, a Consolidated Subsidiary; and
(v) other liens incidental to the Debt conduct of business or ownership of property and assets which were not incurred in connection with respect to the borrowing of money and which is permitted by Section 8.2(e)do not in the 100 aggregate materially impair the use of property or assets of Ryder or its Consolidated Subsidiaries;
(d) encumbrances liens on real estate consisting of easements, rights of way, zoning restrictions, restrictions on accounts receivable subject to the use of real property and defects and irregularities Receivables Purchase Agreements referred to in the title thereto, landlord’s or lessor’s liens under leases to which the Borrower or any Guarantor is a party, and other minor liens or encumbrances none of which in the opinion of the Borrower and such Guarantor interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and such Guarantor, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower or such Guarantor; andSection 9.3(d);
(e) liens on cash, cash equivalents and marketable securities securing Debt Derivatives Obligations; and
(f) liens on assets subject to the securitization permitted under pursuant to Section 8.2(b9.3(e).
Appears in 1 contract
Sources: Global Revolving Credit Agreement (Ryder System Inc)
Restrictions on Liens. The Borrower will not, and each Guarantor will not permit any of its Subsidiaries to, (ia) create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of the Collateralits property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (iib) transfer any of such Collateral property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iiic) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (ivd) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Debt Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (ve) sell, assign, pledge or otherwise transfer any Collateral, "receivables" as defined in clause (g) of the definition of the term "Indebtedness," with or without recourse; provided or (f) enter into or permit to exist any arrangement or agreement, enforceable under applicable law, which directly or indirectly prohibits the Borrower or any of its Subsidiaries from creating or incurring any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest other than in favor of the Agent for the benefit of the Banks and the Agent under the Loan Documents and other than customary anti-assignment provisions in leases and licensing agreements entered into by the Borrower or such Subsidiary in the ordinary course of its business, PROVIDED that the Borrower or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist (the “Permitted Liens”):exist:
(ai) liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower;
(ii) liens to secure taxes, assessments and other government charges in respect of obligations not overdue or liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue;
(biii) deposits or pledges made in connection with, or to secure payment of, workmen’s 's compensation, unemployment insurance, old age pensions or other social security obligations;
(civ) liens on properties in respect of judgments or awards, awards that have been in force for less than the Debt with applicable period for taking an appeal so long as execution is not levied thereunder or in respect to of which is permitted by Section 8.2(e)the Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review;
(dv) liens of carriers, warehousemen, mechanics and materialmen, and other like liens on properties in existence less than 120 days from the date of creation thereof in respect of obligations not overdue;
(vi) encumbrances on real estate Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s 's or lessor’s 's liens under leases to which the Borrower or any Guarantor a Subsidiary of the Borrower is a party, and other minor liens or encumbrances none of which in the opinion of the Borrower and such Guarantor interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and such Guarantorits Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower individually or such Guarantor; andof the Borrower and its Subsidiaries on a consolidated basis;
(evii) liens existing on the date hereof and listed on SCHEDULE 9.2 hereto;
(viii) purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by Section 9.1(d), incurred in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired and liens in favor of lessors under Capitalized Leases on assets subject to Capitalized Leases permitted by Section 9.1(d) hereof; and liens existing in accordance with the provisions of Section 9.1(k) securing Debt permitted refinancings of the Indebtedness provided for therein;
(ix) liens on security deposits with respect to leases of office space of the Borrower or any Subsidiary and other liens arising under Section 8.2(b).leases or rental agreements made by the Borrower or any Subsidiary, in each case in the ordinary course of business consistent with past practices, which liens cover only the real property so rented;
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Stride & Associates Inc)
Restrictions on Liens. The Borrower Company will not, and each Guarantor will cause its Subsidiaries not (i) to, create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any property or assets of the Collateralany character, whether now owned or hereafter acquired, or upon the income or profits therefrom; (ii) or transfer any of such Collateral property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iii) or acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (iv) or suffer to exist for a period of more than thirty (30) 30 days after the same shall have been incurred any Debt Indebtedness or claim or demand against it that which if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (v) sell, assign, pledge or otherwise transfer any Collateralaccounts, contract rights, general intangibles or chattel paper, with or without recourse; provided that the Borrower may create or incur or suffer to be created or incurred or to exist , except as follows (the “"Permitted Liens”"):
(a) Liens existing on the Closing Date and listed on Schedule 9.2(a) hereto;
(b) Liens securing Indebtedness permitted by Section 9.1(c)(i) hereof; provided that the assets subject to such liens and security interests shall be limited to those contracts to which such guaranty, suretyship or indemnification obligations relate and the rights to payment thereunder;
(c) Liens securing Indebtedness permitted under Section 9.1(e), Section 9.1(g), and Section 9.1(i);
(d) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue;
(be) deposits Deposits or pledges made in connection with, or to secure payment of, workmen’s 's compensation, unemployment insurance, old age pensions or other social security obligations;
(cf) liens on properties Liens in respect of judgments or awards, awards which have been in force for less than the Debt with applicable period for taking an appeal so long as execution is not levied thereunder or in respect to of which is permitted by Section 8.2(e)the Company (or any Subsidiary) shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review and in respect of which the Company maintains adequate reserves;
(dg) encumbrances Liens of carriers, warehousemen, mechanics and materialmen, and other like liens, in existence less than 120 days from the date of creation thereof in respect of obligations not overdue, provided 81 -75- that such liens may continue to exist for a period of more than 120 days if the validity or amount thereof shall currently be contested by the Company (or any Subsidiary) in good faith by appropriate proceedings and if the Company shall have set aside on real estate its books adequate reserves with respect thereto as required by GAAP and provided further that the Company (or any Subsidiary) will pay any such claim forthwith upon commencement of proceedings to foreclose any such lien; and
(h) Encumbrances consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s 's or lessor’s 's liens under leases to which the Borrower Company or any Guarantor Subsidiary is a party, and other minor liens or encumbrances none of which in the opinion of the Borrower and such Guarantor Company interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and such GuarantorCompany or any of its Subsidiaries, which defects do not individually or in the aggregate have a materially material adverse effect on the business of the Borrower Company or any Subsidiary individually or of the Company and its Subsidiaries on a consolidated basis. The Company and Sanifill covenant and agree that if either of them or any of their Subsidiaries shall create or assume any lien upon any of their respective properties or assets, whether now owned or hereafter acquired, other than Permitted Liens (unless prior written consent shall have been obtained from the Banks), the Company and Sanifill will make or cause to be made effective provision whereby the Obligations and the Guaranteed Obligations will be secured by such Guarantorlien equally and ratably with any and all other Indebtedness thereby secured so long as such other Indebtedness shall be so secured; and
(e) liens securing Debt permitted provided, that the covenants of the Company and Sanifill contained in this sentence shall only be in effect for so long as the Company and/or Sanifill shall be similarly obligated under Section 8.2(b)any other Indebtedness; provided, further, that an Event of Default shall occur for so long as such other Indebtedness is secured notwithstanding any actions taken by the Company and Sanifill to ratably secure the Obligations and the Guaranteed Obligations hereunder.
Appears in 1 contract
Sources: Revolving Credit Agreement (Usa Waste Services Inc)
Restrictions on Liens. Except as otherwise established pursuant to Section 3.01 with respect to any series of Securities: The Borrower Company shall not, and each Guarantor will shall not (i) permit any Restricted Subsidiary to, create or incur any Lien on any shares of stock of a Restricted Subsidiary or suffer Principal Property of the Company or of a Restricted Subsidiary, whether those shares of stock of a Restricted Subsidiary or Principal Property are owned at the date of original issuance of the first Securities of the series to be created issued or incurred acquired afterwards, unless the Company secures or causes the applicable Restricted Subsidiary to exist secure the Securities outstanding under this Indenture (together with, if the Company shall so determine, any other indebtedness or other obligations the terms of which (or the terms of any agreement evidencing or relating to which) require that such indebtedness be so secured) equally and ratably with (or, at the Company’s option, prior to) all indebtedness secured by the particular Lien, so long as the indebtedness is so secured. This covenant does not apply in the case of:
(a) the creation of any Lien on any shares of stock of a Subsidiary or any Principal Property acquired, purchased or leased after the date of original issuance of the first Securities of the series to be issued (including acquisitions by way of merger or consolidation, and including capital lease or purchase money transactions in connection with any such acquisition) by the Company or a Restricted Subsidiary, contemporaneously with that acquisition, purchase or lease, or within 18 months thereafter, to secure or provide for the payment or financing of any part of the purchase price, or the assumption of any Lien upon any shares of stock of a Subsidiary or any Principal Property acquired after the date of original issuance of the Collateralfirst Securities of the series to be issued existing at the time of the acquisition, purchase or upon the income or profits therefrom; (ii) transfer any of such Collateral lease or the income acquisition of any shares of stock of a Subsidiary or profits therefrom for any Principal Property subject to any Lien without the purpose assumption of subjecting the same that Lien, provided that every Lien referred to in this clause (a) will attach only to the payment shares of Debt stock of a Subsidiary or performance any Principal Property so acquired, purchased or leased and fixed improvements (and any accessions or additions thereto, and proceeds thereof) on that Principal Property;
(b) any Lien on any shares of stock of a Subsidiary or any Principal Property existing on the date of original issuance of the first Securities of the series to be issued;
(c) any Lien on any shares of stock of a Subsidiary or any Principal Property in favor of the Company or any Restricted Subsidiary;
(d) any Lien on any Principal Property being acquired, constructed or improved securing loans to finance the construction or improvements of that property;
(e) any Lien created by a lease of any other obligation Principal Property, which under GAAP as in priority effect as of the date of original issuance of the first Securities of the series to payment be issued would be characterized as an operating lease, whether entered into before or after the date of its general creditors; original issuance of the first Securities of the series to be issued, including Liens arising under or in connection with Synthetic Leases or any refinancing, renewal, restructuring, substitution, extension, modification or replacement thereof to the extent permitted thereby;
(iiif) acquireany Lien on shares of stock of a Subsidiary or any Principal Property incurred in connection with the issuance of tax-exempt governmental obligations, or agree or have an option to acquireincluding, without limitation, qualified private activity bonds and similar financings;
(g) any property or assets upon conditional sale mechanics’, materialmen’s, carriers’ or other title retention or purchase money security agreement, device or arrangement; (iv) suffer similar Liens arising in the ordinary course of business with respect to exist obligations that are not yet overdue for a period of more than thirty (30) 90 days after the same shall have been incurred any Debt or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (v) sell, assign, pledge or otherwise transfer any Collateral, with or without recourse; provided that the Borrower may create or incur or suffer to be created or incurred or to exist (the “Permitted Liens”):are being contested in good faith;
(ah) liens to secure any Lien on any shares of stock of a Subsidiary or any Principal Property for taxes, assessments and other government or governmental charges or levies not yet delinquent, or already delinquent but the validity of which is being contested in respect of obligations not overdue or liens on properties to secure claims for labor, material or supplies in respect of obligations not overduegood faith;
(bi) deposits or pledges made any Lien on any Principal Property arising in connection withwith legal proceedings being contested in good faith, or to secure payment of, workmen’s compensation, unemployment insurance, old age pensions or other social security obligationsincluding any judgment Lien so long as execution on the Lien is stayed;
(cj) any landlord’s Lien on fixtures located on premises leased by the Company or a Restricted Subsidiary in the ordinary course of business, and tenants’ rights under leases, easements and similar Liens not materially impairing the use or value of the property involved;
(k) liens on properties property incurred in respect of judgments or awards, the Debt with respect to which is sale and lease-back transactions permitted by under Section 8.2(e)6.10 below;
(dl) encumbrances liens on real estate consisting property or assets of easements, rights of way, zoning restrictions, restrictions on a person existing at the use of real property and defects and irregularities in time such person is merged into or consolidated with the title thereto, landlord’s or lessor’s liens under leases to which the Borrower Company or any Guarantor is of its Subsidiaries, or at the time of a partysale, and lease or other minor liens disposition of all or encumbrances none of which in the opinion substantially all of the Borrower and properties or assets of a person to the Company or any of its Subsidiaries, provided that such Guarantor interferes materially lien was not incurred in anticipation of the merger, consolidation, or sale, lease, other disposition or other such transaction by which such person was merged into or consolidated with the use Company or any of its Subsidiaries;
(m) liens in favor of the property affected trustee and/or the Holders granted in accordance with the ordinary conduct of the business of the Borrower and such Guarantor, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower or such GuarantorIndenture; and
(en) liens securing Debt any refinancing, renewal, restructuring, substitution, extension, modification or replacement for any Lien permitted by any of the preceding clauses, provided that, in the case of a Lien permitted under clauses (a), (b) or (d) above, the indebtedness secured is not increased nor the Lien extended to any additional assets. Notwithstanding the foregoing, the Company or any Restricted Subsidiary may create or assume Liens in addition to those permitted by this Section 8.2(b)6.09, and refinance, renew, restructure, substitute, extend, modify, or replace those Liens; provided that at the time of and after giving effect to the creation or assumption of such Liens or such refinancing, renewal, restructuring, substitution, extension, modification or replacement thereof, Exempted Debt does not exceed the greater of $2,250 million and 15% of Consolidated Tangible Assets of the Company and its Subsidiaries.
Appears in 1 contract
Sources: Indenture (Synnex Corp)
Restrictions on Liens. The Borrower will not, and each Guarantor will not permit any of its Subsidiaries to, (ia) create or incur or suffer to be created or incurred or to exist any Lien upon any of the Collateralits property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (iib) transfer any of such Collateral property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt indebtedness or performance of any other obligation in priority to payment of its general creditors; (iiic) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; or (ivd) suffer to exist for a period of more than thirty sixty (3060) days after the same shall have been incurred any Debt indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (v) sell, assign, pledge or otherwise transfer any Collateral, with or without recourse; provided that the Borrower or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist (the “Permitted Liens”):exist:
(ai) liens Liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing indebtedness owing by Subsidiaries of the Borrower to the Borrower;
(ii) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or liens being contested in good faith by appropriate proceedings or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdueoverdue or being contested in good faith by appropriate proceedings;
(biii) deposits or pledges made in connection with, or to secure payment of, workmen’s compensation, unemployment insurance, old age pensions or other social security obligations, other than any Lien imposed by ERISA in excess of the Threshold Amount;
(civ) liens Liens on properties in respect of judgments or awards, awards that have been in force for less than the Debt with applicable period for taking an appeal so long as execution is not levied thereunder or in respect to of which is permitted by Section 8.2(e)the Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review;
(dv) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties, in existence less than one hundred twenty (120) days from the date of creation thereof in respect of obligations not overdue;
(vi) encumbrances on real estate Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens under leases to which the Borrower or any Guarantor is a party, and other minor liens or encumbrances Liens, provided that none of which in the opinion of the Borrower and such Guarantor Liens (A) interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and such Guarantorits Subsidiaries, which defects do not and (B) individually or in the aggregate have has a materially adverse effect Material Adverse Effect;
(vii) Liens existing on the business date hereof and listed on Schedule 8.2 hereto, including any renewals, refinancings and extensions thereof provided that (x) the aggregate amount of indebtedness secured by such Liens is not increased by any such renewal, refinancing or extension and (y) such indebtedness is not secured by any additional assets;
(viii) purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof by the Borrower or such GuarantorSubsidiary to secure purchase money indebtedness incurred in connection with the acquisition of such property or under any Capitalized Lease, which security interests or mortgages cover only the real or personal property so acquired; provided that such purchase money security interests in or purchase money mortgages do not secure an aggregate amount of purchase money indebtedness (including purchase money indebtedness incurred under any Capitalized Lease) in excess of ten percent (10%) of Consolidated Total Assets at such time, which such indebtedness is also permitted hereunder;
(ix) Liens on the Borrower’s common stock held in Treasury; and
(ex) liens securing Debt other Liens not otherwise permitted under Section 8.2(b)hereunder, provided that such Liens do not secure indebtedness in an aggregate amount outstanding or committed in excess of five percent (5%) of Consolidated Total Assets at such time, which such indebtedness is also permitted hereunder.
Appears in 1 contract
Restrictions on Liens. The Borrower and each Guarantor will not (ia) create or incur Create or suffer to be created or incurred or to exist any Lien upon on the Collateral or on any other property of any Loan Party, or any part thereof, whether superior or subordinate to the Lien of the CollateralLoan Documents, or upon except for the income or profits therefromfollowing permitted encumbrances (the "Permitted Encumbrances"): (i) Liens and encumbrances in favor of the Administrative Agent on behalf of the Secured Parties; (ii) transfer any of such Collateral government Liens, including Liens for Taxes not yet due, or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt or performance of any other obligation which are being contested in priority to payment of its general creditorsgood faith and by appropriate proceedings provided that Section 7.11 is complied with; (iii) acquirestatutory Liens in connection with workers' compensation, or agree or have an option to acquire, any property or assets upon conditional sale or unemployment insurance and other title retention or purchase money social security agreement, device or arrangementlegislation; (iv) suffer deposits to exist secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations and other obligations of a period like nature, in each case incurred in the Loan Parties' ordinary course of more than business; (v) deposits to secure surety bonds, appeal bonds, performance bonds and customs bonds, in each case obtained in the Loan Parties' ordinary course of business; (vi) easements, rights-of-way, restrictions and other similar encumbrances that are not substantial in amount, and which do not in any case materially detract from the value of any Collateral subject thereto or interfere with the ordinary conduct of the business of such Loan Party; (vii) judgment liens with respect to judgments not in excess of $1,500,000 in the aggregate and with respect to which lien execution has been stayed within thirty (30) days after by appropriate judicial proceedings or the same shall have been incurred posting of adequate security which may not be any Debt of the Collateral; (viii) specific liens, if any, identified on Schedule 8.2 and any renewal or claim extension of any such Lien that does not extend to any other property and does not secure an increased amount of Indebtedness or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditorsother greater obligation; or (vix) sell, assign, pledge or otherwise transfer any Collateral, with or without recourse; provided that the Borrower may create or incur or suffer to be created or incurred or to exist (the “Permitted Liens”):
(a) liens Liens to secure taxes, assessments purchase money indebtedness and other government charges in respect of obligations not overdue or liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue;
Capital Lease Obligations permitted by clause (b) deposits or pledges made in connection with, or to secure payment of, workmen’s compensation, unemployment insurance, old age pensions or other social security obligations;
(c) liens on properties in respect of judgments or awards, the Debt with respect to definition of Permitted Indebtedness which is permitted secured by Section 8.2(e);
only the property acquired or any renewal or extension of any such Lien that does not extend to any other property and does not secure an increased amount of Indebtedness; (dx) encumbrances on real estate consisting statutory Liens of easementslandlords, statutory Liens of banks and rights of wayset-off, zoning restrictionsstatutory Liens of carriers, restrictions on the use warehousemen, mechanics, repairmen, workmen and materialmen, statutory Liens in favor of real property customs and defects and irregularities in the title thereto, landlord’s or lessor’s liens under leases to which the Borrower or any Guarantor is a partyrevenue authorities, and other minor liens or encumbrances none of which Liens imposed by Law, in each case incurred in the opinion ordinary course of business (A) for amounts not yet overdue or (B) for amounts that are being contested in good faith by appropriate proceedings, as long as the provisions of Section 7.11 are satisfied; (xi) leases or subleases granted to third parties in accordance with any applicable terms of the Borrower Loan Documents and such Guarantor interferes materially not interfering in any material respect with the use of the property affected in the ordinary conduct of the business of the Borrower Loan Parties or resulting in a material dimunition in the value of or rights of the Administrative Agent and the Lenders with respect to any Collateral; and (xii) any (A) interest or title of a lessor or sublessor under any lease permitted by Section 8.7, (B) restriction or encumbrance that the interest or title of such Guarantorlessor or sublessor may be subject to or (C) subordination of the interest of the lessee or sublessee under such lease to any restriction or encumbrance referred to in the preceding clause (B) so long as the holder of such restriction or encumbrance agrees to recognize the rights of such lessee or sublessee under such lease.
(b) Become a party to any agreement, note, indenture or instrument (other than as permitted by clause (ix) of Subsection 8.2(a)), or take any other action, which defects do not individually would prohibit the creation of a Lien on any of its properties or other assets in the aggregate have a materially adverse effect on the business favor of the Borrower or such Guarantor; and
(e) liens securing Debt permitted under Section 8.2(b)Administrative Agent on behalf of the Secured Parties, as additional collateral for the Obligations.
Appears in 1 contract
Restrictions on Liens. The Borrower will not, and each Guarantor will not permit any of its Subsidiaries to, (ia) create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of the Collateralits property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (iib) transfer any of such Collateral property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iiic) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (ivd) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Debt Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (ve) sell, assign, pledge or otherwise transfer any Collateralaccounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse; provided that the Borrower and any Subsidiary of the Borrower may create or incur or suffer to be created or incurred or to exist (the “Permitted Liens”):exist:
(a) liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower;
(b) liens to secure taxes, assessments and other government charges in respect of obligations not overdue or liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue;
(bc) deposits or pledges made in connection with, or to secure payment of, workmen’s 's compensation, unemployment insurance, old age pensions or other social security obligations;
(cd) liens on properties in respect of judgments or awards, the Debt Indebtedness with respect to which is permitted by Section 8.2(ess.8.1(d);
(de) liens of carriers, warehousemen, mechanics and materialmen, and other like liens on properties, in existence less than 120 days from the date of creation thereof in respect of obligations not overdue;
(f) encumbrances on real estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s 's or lessor’s 's liens under leases to which the Borrower or any Guarantor a Subsidiary of the Borrower is a party, and other minor liens or encumbrances none of which in the opinion of the Borrower and such Guarantor interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and such Guarantorits Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower individually or of the Borrower and its Subsidiaries on a consolidated basis;
(g) presently outstanding liens listed on Schedule 8.2 hereto;
(h) purchase money security interests in or purchase money mortgages on personal property acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by ss.9.4, incurred in connection with the acquisition of such Guarantorproperty, which security interests or mortgages cover only the real or personal property so acquired; and
(ei) liens securing Debt permitted in favor of the Agent for the benefit of the Banks and the Agent under Section 8.2(b)the Loan Documents.
Appears in 1 contract
Sources: Revolving Credit Agreement (National Auto Finance Co Inc)
Restrictions on Liens. The Borrower and each Guarantor None of the Borrowers nor any of their ------------ -- ----- Subsidiaries will not (i) create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any property or assets of the Collateralany character, whether now owned or hereafter acquired, or upon the income or profits therefrom; (ii) or transfer any of such Collateral property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iii) or acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (iv) or suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Debt Indebtedness or claim or demand against it that which if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (v) sell, assign, pledge or otherwise transfer any Collateralaccounts, contract rights, general intangibles or chattel paper, with or without recourse; provided that the Borrower may create or incur or suffer to be created or incurred or to exist , except ------ as follows (the “"Permitted Liens”"):
(a) Purchase money liens securing Indebtedness permitted under (S)7.1(f) hereof, provided that such Liens shall encumber only the property or assets so acquired and shall not exceed the fair market value thereof;
(b) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue;
(bc) deposits Deposits or pledges made in connection with, or to secure payment of, workmen’s 's compensation, unemployment insurance, old age pensions or other social security obligations;
(cd) liens on properties Liens in respect of judgments or awards, the Debt Indebtedness with respect to which is permitted by Section 8.2(e(S)7.1(d);
(de) encumbrances on real estate Liens of carriers, warehousemen, mechanics and materialmen, and other like liens, in existence less than 120 days from the date of creation thereof in respect of obligations not overdue;
(f) Encumbrances consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s 's or lessor’s 's liens under leases to which the any Borrower or any Guarantor is a party, and other minor liens or encumbrances none of which in the opinion of the respective Borrower and such Guarantor interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and such GuarantorBorrower, which defects do not individually or in the aggregate have a materially material adverse effect on the business of such Borrower individually or of the Borrower or such GuarantorBorrowers on a consolidated basis;
(g) Liens existing as of the date hereof securing Indebtedness permitted under (S)7.1(c) hereof and listed on Schedule 7.2(g) hereto; and
(eh) liens securing Debt permitted under Section 8.2(b)Liens granted pursuant to the Security Documents.
Appears in 1 contract
Sources: Revolving Credit Agreement (Eastern Environmental Services Inc)
Restrictions on Liens. The Borrower will not, and each Guarantor will not permit any of its Subsidiaries to, (ia) create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of the Collateralits property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (iib) transfer any of such Collateral property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iiic) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (ivd) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Debt Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvencyinsolvency under the laws of the United States of America or any state thereof, or otherwise, be given any priority whatsoever over its general creditors; or (ve) sell, assign, pledge or otherwise transfer any Collateralaccounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse; provided PROVIDED that the Borrower and any Subsidiary of the Borrower may create or incur or suffer to be created or incurred or to exist (the “Permitted Liens”):exist:
(ai) liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower;
(ii) liens to secure taxes, assessments and other government charges in respect of obligations not overdue or and liens on properties to secure claims for labor, material or supplies supplies, in each case in respect of obligations not overdueoverdue or which are being contested in good faith and by appropriate proceedings and for which the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto;
(biii) deposits or pledges made in connection with, or to secure payment of, workmen’s worker's compensation, unemployment insurance, old age pensions or other social security obligations;
(civ) liens on properties in respect of judgments or awards, awards that have been in force for less than the Debt with applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or such Subsidiary is at the time in good faith prosecuting an appeal and in respect of which a stay of execution shall have been obtained pending such appeal or shall have obtained an unsecured bond sufficient to which is permitted by Section 8.2(e)release such lien;
(dv) liens of carriers, warehousemen, mechanics and materialmen, and other like liens, in respect of obligations not overdue or, if such obligations are overdue, being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary shall have set aside on its books adequate reserves with respect thereto, PROVIDED that no proceeding to foreclose any such lien shall have been commenced;
(vi) encumbrances on real estate Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens under leases to which the Borrower or any Guarantor is a party, and other minor liens or encumbrances none of which in the opinion of the Borrower and such Guarantor interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and such Guarantor, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower or such Guarantor; and
(e) liens securing Debt permitted under Section 8.2(b).
Appears in 1 contract
Restrictions on Liens. The Borrower and each Guarantor None of the Borrowers will, nor will not permit any of its Subsidiaries to, (ia) create or incur or suffer to be created or incurred or to exist any Lien upon any of the Collateralits property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (iib) transfer any of such Collateral property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iiic) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (ivd) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Debt Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (ve) sell, assign, pledge or otherwise transfer any Collateral, "receivables" as defined in clause (g) of the definition of the term "Indebtedness," with or without recourse; provided that the any Borrower or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist (the “Permitted Liens”):exist:
(ai) liens (x) Liens on the Collateral in favor of the Collateral Agent securing the Obligations and (y) to the extent required by the Senior Note Agreement, Liens on the Collateral in favor of the Collateral Agent, in its capacity as collateral agent for the holders of the Senior Notes in respect of the obligations under the Senior Notes; provided that such Liens rank pari passu with the Liens on the Collateral in favor of the Collateral Agent securing the Obligations;
(ii) Liens in favor of such Borrower on all or part of the assets of Subsidiaries of such Borrower securing Indebtedness owing by Subsidiaries of such Borrower to such Borrower;
(iii) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or liens on properties and Liens to secure claims for labor, material or supplies supplies, in each cash in respect of obligations not overdueoverdue or which are being contested in good faith and by appropriate proceedings and for which such Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto;
(biv) deposits or pledges made in connection with, or to secure payment of, workmen’s 's compensation, unemployment insurance, old age pensions or other social security obligations;
(cv) liens Liens on properties in respect of judgments or awards, awards that have been in force for less than the Debt with applicable period for taking an appeal so long as execution is not levied thereunder or in respect to of which is permitted by Section 8.2(e)such Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review;
(dvi) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens, securing obligations incurred in the ordinary course of business, in respect of obligations not overdue or which in the aggregate do not have a Material Adverse Effect;
(vii) encumbrances on real estate Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s 's or lessor’s 's liens under leases to which the Borrower or any Guarantor is a party, and other minor liens or encumbrances Liens, provided that none of which in the opinion of the Borrower and such Guarantor Liens (A) interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower Borrowers and such Guarantortheir Subsidiaries, which defects do not and (B) individually or in the aggregate have a materially adverse effect Material Adverse Effect;
(viii) pledges or deposits made in the ordinary course of business to secure performance of bids, tenders, contracts (other than for the repayment of Indebtedness) or leases, not in excess of the aggregate amount due thereunder, or to secure statutory obligations, or surety, appeal, indemnity, performance or other similar bonds required in the ordinary course of business;
(ix) Liens existing on the business Closing Date and listed on Schedule 9.2 hereto, provided that the principal amount secured thereby is not thereafter increased and no additional assets become subject to such Lien;
(x) purchase money security interests in or purchase money mortgages on Property acquired after the Closing Date to secure purchase money Indebtedness of the type and amount permitted by Section 9.1(c), incurred in connection with the acquisition of such Property and in any event not more than ninety (90) days from the date of such acquisition, which security interests or mortgages cover only the Property so acquired;
(xi) Liens in respect of the interests of lessors under Capitalized Leases permitted under this Credit Agreement securing obligations of BGI or its Subsidiaries to the lessor under such Capitalized Leases;
(xii) Liens granted to the Agents, the Lenders and the Issuing Banks pursuant to Section 16.1 hereof;
(xiii) Liens (x) in favor of credit card issuers and/or processors securing standard fees due by a Borrower or its Subsidiaries in the ordinary course, which fees are within the general parameters customary in the credit card processing industry and (y) in favor of banking institutions securing standard fees due by a Borrower or its Subsidiaries in the ordinary course in connection with deposit and other bank accounts held at such Guarantorbanking institution, which fees are within the general parameters customary in the banking industry; and
(exiv) liens securing Debt Liens on assets of BGI and its Subsidiaries (other than Collateral) not otherwise permitted by clauses (i) through (xiii) above, so long as any Indebtedness secured thereby is permitted under the terms of Section 8.2(b9.1, and the aggregate fair market value of all property secured by such Liens does not at any time exceed 10% of Consolidated Tangible Net Worth (determined as of the last day of the Fiscal Quarter most recently ended).
Appears in 1 contract
Sources: Multicurrency Revolving Credit Agreement (Borders Group Inc)
Restrictions on Liens. The No Borrower and each Guarantor will not (i) shall create or incur or suffer to be created or incurred or to exist any Lien of any kind upon any property or assets of the Collateralany character, whether now owned or hereafter acquired, or upon the income or profits therefrom; (ii) or transfer any of such Collateral property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iii) or acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (iv) or suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Debt Indebtedness or claim or demand against it that which if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (v) sell, assign, pledge or otherwise transfer any Collateralaccounts, contract rights, general intangibles or chattel paper, with or without recourse; provided that the Borrower may create or incur or suffer to be created or incurred or to exist , except as follows (the “Permitted Liens”):
(a) liens Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or liens Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdueoverdue or that are being contested in good faith by appropriate proceedings (provided that, if the obligation with respect to which any such Lien arises is being contested in good faith by appropriate proceedings, such obligation may remain unpaid during the pendency of such proceedings as long as the Borrowers shall have set aside on their books adequate reserves with respect thereto);
(b) deposits Deposits or pledges made in connection with, or to secure payment of, workmen’s compensation, unemployment insurance, old age pensions or other social security obligationsobligations other than any Lien imposed by ERISA and not permitted pursuant to Section 7.07;
(c) liens on properties Liens in respect of judgments or awards, awards which have been in force for less than the Debt with applicable period for taking an appeal so long as execution is not levied thereunder or in respect to of which is permitted by Section 8.2(e)the applicable Borrower shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review and in respect of which such Borrower maintains adequate reserves;
(d) encumbrances Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens, in existence less than one hundred twenty (120) days from the date of creation thereof in respect of obligations not overdue; provided, that such Liens may continue to exist for a period of more than one hundred twenty (120) days if the validity or amount thereof shall currently be contested by the applicable Borrower in good faith by appropriate proceedings and if such Borrower shall have set aside on real estate its books adequate reserves with respect thereto as required by GAAP; and provided further, that such Borrower will pay any such claim forthwith upon commencement of proceedings to foreclose any such Lien;
(e) Encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens Liens under leases to which the any Borrower or any Guarantor is a party, and other minor liens or encumbrances Liens none of which in the opinion of the such Borrower and such Guarantor interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and such GuarantorBorrower, which defects do not individually or in the aggregate have a materially adverse effect Material Adverse Effect;
(f) Liens securing Indebtedness permitted under Section 7.01(d) incurred in connection with the lease or acquisition of property or fixed assets or industrial bond financings; provided, that such Liens shall encumber only the property or assets so acquired or financed and shall not exceed the purchase price thereof;
(g) Liens, whether created by contract, law, regulation or ordinance, securing Indebtedness permitted by Sections 7.01(b), (e) and (g); provided, that any security granted therefor is limited to (i) rights to payment under, and use of equipment or related assets to perform, the contracts to which such guaranty, suretyship or bond obligations relate, (ii) Liens arising under the laws of suretyship and (iii) similar Liens granted in favor of municipalities or other governmental entities pursuant to any Municipal Contract; provided, that such Liens (A) encumber only the containers, bins, carts and vehicles used in connection with such Municipal Contract and (B) are promptly released as soon as such release is not prohibited under the terms of such Municipal Contract;
(h) Liens listed on Schedule 7.02 hereto;
(i) Liens securing Indebtedness permitted under Section 7.01(h) in the business form of L/C Supported IRBs;
(j) Liens securing deposits made on account of liabilities to insurance carriers under insurance or self-insurance arrangements;
(k) Liens granted to a Receivables SPV in connection with a Permitted Receivables Transaction and securing Indebtedness of the Borrower Parent and its Subsidiaries existing as of the Closing Date and listed on Schedule 7.01 in connection therewith; provided, that such Liens attach only to the accounts receivable which are the subject of such Indebtedness and to the Equity Interests of the Receivables SPV;
(l) Liens granted in connection with secured Indebtedness incurred pursuant to Sections 7.01(a) or such Guarantor(i); and
(em) liens securing Liens granted to secure Indebtedness and other liabilities and obligations under the Term Loan Agreement or any Covenanted Senior Debt permitted under Section 8.2(b)so long as the Obligations are simultaneously secured on a pari passu basis pursuant to customary documentation reasonably acceptable to the Administrative Agent.
Appears in 1 contract
Restrictions on Liens. The Such Borrower will not, and each Guarantor will not permit any of its Subsidiaries to, (ia) create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of the Collateralits property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (iib) transfer any of such Collateral property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iiic) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (ivd) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Debt Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (ve) sell, assign, pledge or otherwise transfer any Collateralaccounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse; provided that the such Borrower and its Subsidiary may create or incur or suffer to be created or incurred or to exist (the “Permitted Liens”):exist:
(ai) liens in favor of such Borrower on all or part of the assets of Subsidiaries of such Borrower securing Indebtedness owing by Subsidiaries of such Borrower to such Borrower;
(ii) liens to secure taxes, assessments and other government charges in respect of obligations not overdue or liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue;
(biii) deposits or pledges made in connection with, or to secure payment of, workmen’s 's compensation, unemployment insurance, old age pensions or other social security obligations;
(civ) liens on properties in respect of judgments or awards, the Debt Indebtedness with respect to which is permitted by Section 8.2(ess.9.1(d);
(dv) liens of carriers, warehousemen, mechanics and materialmen, and other like liens on properties in existence less than 120 days from the date of creation thereof in respect of obligations not overdue;
(vi) encumbrances on real estate Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s 's or lessor’s 's liens under leases to which the such Borrower or any Guarantor a Subsidiary of such Borrower is a party, and other minor liens or encumbrances none of which in the opinion of the such Borrower and such Guarantor interferes materially with the use of the property affected in the ordinary conduct of the business of the such Borrower and such Guarantorits Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of such Borrower individually or of the Borrower Borrowers and their Subsidiaries on a consolidated basis;
(vii) liens existing on the date hereof and listed on Schedule 9.2 hereto;
(viii) purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by ss.9.1(g), incurred in connection with the acquisition of such Guarantorproperty, which security interests or mortgages cover only the real or personal property so acquired;
(ix) liens on office equipment of the Company or any of its Subsidiaries existing on the Closing Date but not set forth on Schedule 9.2 provided such liens do not secure Indebtedness in excess of $25,000 in the aggregate; and
(ex) liens securing Debt in respect of Capitalized Leases permitted under Section 8.2(bpursuant to ss.9.1(f).
Appears in 1 contract
Restrictions on Liens. The Borrower To the extent made applicable to the Securities of a particular series, the Company will not, and each Guarantor will not (i) create permit any Subsidiary to, incur, issue, assume, guarantee or incur or suffer to be created or incurred or permit to exist Indebtedness secured by any Lien Liens of the Company or any Subsidiary upon any of the Collateralits property or assets, or upon shares of capital stock or evidences of Indebtedness issued by any Subsidiary and owned by the income Company or profits therefrom; (ii) transfer any Subsidiary, whether owned at the date of this Indenture or thereafter acquired, without making, or causing such Subsidiary to make, effective provision to secure all of the Securities then Outstanding by such Lien, equally and ratably with any and all other Indebtedness thereby secured, so long a such Indebtedness shall be so secured. The foregoing restrictions shall not apply to Indebtedness secured by Liens existing on the date of this Indenture or to any of such Collateral or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt or performance of any other obligation in priority to payment of its general creditors; following:
(iiia) acquire, or agree or have an option to acquire, Liens on any property or assets upon conditional sale acquired, constructed or other title retention improved by the Company or purchase money security agreementany Subsidiary after the date of this Indenture which are created or assumed contemporaneously with such acquisition, device construction or arrangement; (iv) suffer to exist for a period of more than thirty (30) improvement, or within 180 days after the same shall have been incurred any Debt or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvencycompletion thereof, or otherwise, be given any priority whatsoever over its general creditors; or (v) sell, assign, pledge or otherwise transfer any Collateral, with or without recourse; provided that the Borrower may create or incur or suffer to be created or incurred or to exist (the “Permitted Liens”):
(a) liens to secure taxesor provide for the payment of all or any part of the cost of such acquisition, assessments and other government charges construction or improvement (including related expenditures capitalized for federal income tax purposes in respect connection therewith) incurred after the date of obligations not overdue or liens on properties to secure claims for labor, material or supplies in respect of obligations not overduethis Indenture;
(b) deposits Liens of or pledges made in connection withupon any property, shares of capital stock or to secure payment ofIndebtedness existing at the time of acquisition thereof, workmen’s compensationwhether by merger, unemployment insuranceconsolidation, old age pensions purchase, lease or other social security obligationsotherwise (including Liens of or upon property, shares of capital stock or Indebtedness of a corporation existing at the time such corporation becomes a Subsidiary);
(c) liens on properties Liens in respect favor of judgments the Company or awards, the Debt with respect to which is permitted by Section 8.2(e);
any Subsidiary; (d) encumbrances on real estate consisting Liens in favor of easements, rights the United States of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens under leases to which the Borrower America or any Guarantor is a partyState thereof, and other minor liens or encumbrances none of which in the opinion any department, agency or instrumentality or political subdivision of the Borrower and such Guarantor interferes materially with United States of America or any State thereof or political entity affiliated therewith to secure partial, progress, advance or other payments, or other obligations, pursuant to any contract or statute or to secure any Indebtedness incurred for the use purpose of financing all or any part of the cost of acquiring, constructing or improving the property affected subject to such Liens (including Liens incurred in the ordinary conduct of the business of the Borrower and such Guarantorconnection with pollution control, which defects do not individually industrial revenue or in the aggregate have a materially adverse effect on the business of the Borrower or such Guarantor; and
(e) liens securing Debt permitted under Section 8.2(bsimilar financings).;
Appears in 1 contract
Restrictions on Liens. The Borrower will not, and each Guarantor will not permit any of the Guarantors or any Subsidiary of either of them to, (ia) create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of the Collateralits property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (iib) transfer any of such Collateral property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iiic) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (ivd) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Debt Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (ve) sell, assign, pledge or otherwise transfer any Collateralaccounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse; provided that the Borrower and the Guarantors may create or incur or suffer to be created or incurred or to exist (the “Permitted Liens”):exist:
(ai) liens in favor of the Borrower or a Guarantor on all or part of the assets of the Guarantors or the Subsidiaries of the Borrower or a Guarantor securing Indebtedness owing by Guarantors or Subsidiaries of the Borrower or a Guarantor to the Borrower or a Guarantor;
(ii) liens to secure taxes, assessments and other government charges in respect of obligations not overdue or liens on properties to secure claims for labor, material or supplies in respect of obligations not overdueyet due and payable;
(biii) deposits or pledges made in connection with, or to secure payment of, workmen’s 's compensation, unemployment insurance, old age pensions or other social security obligations;
(civ) liens of carriers, warehousemen, mechanics and materialmen, and other like liens on properties property other than the Collateral, in existence less than 120 days from the date of creation thereof in respect of judgments or awards, the Debt with respect to which is permitted by Section 8.2(e)obligations not yet due and payable;
(d) encumbrances on real estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens under leases to which the Borrower or any Guarantor is a party, and other minor liens or encumbrances none of which in the opinion of the Borrower and such Guarantor interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and such Guarantor, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower or such Guarantor; and
(e) liens securing Debt permitted under Section 8.2(b).
Appears in 1 contract
Restrictions on Liens. The Borrower Company shall not pledge, mortgage or hypothecate, or permit to exist, and each Guarantor will shall not cause, suffer or permit any Restricted Subsidiary to pledge, mortgage or hypothecate, or permit to exist, except in favor of the Company or any Restricted Subsidiary, any mortgage, pledge, lien or other encumbrance (icollectively, a "lien" or "liens") create upon, any Principal Property at any time owned by it or incur a Restricted Subsidiary, to secure any indebtedness, without making effective provisions whereby the Notes shall be equally and ratably secured with or suffer prior to any and all such indebtedness and any other indebtedness similarly entitled to be created equally and ratably secured; PROVIDED, HOWEVER, that this provision shall not apply to or incurred prevent the creation or to exist any Lien upon any of the Collateral, or upon the income or profits therefrom; (ii) transfer any of such Collateral or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt or performance of any other obligation in priority to payment of its general creditors; (iii) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (iv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Debt or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (v) sell, assign, pledge or otherwise transfer any Collateral, with or without recourse; provided that the Borrower may create or incur or suffer to be created or incurred or to exist (the “Permitted Liens”):existence of:
(a) undetermined or inchoate liens and charges incidental to secure taxesconstruction, assessments and other government charges in respect of obligations not overdue maintenance, development or liens on properties to secure claims for labor, material or supplies in respect of obligations not overdueoperation;
(b) deposits the lien of taxes and assessments for the then current year;
(c) the lien of taxes and assessments not at the time delinquent;
(d) the lien of specified taxes and assessments which are delinquent but the validity of which is being contested at the time by the Company or pledges made such Restricted Subsidiary in good faith and by appropriate proceedings;
(e) the lien reserved in leases for rent and for compliance with the terms of the lease in the case of leasehold estates;
(f) any obligations or duties, affecting the property of the Company or such Restricted Subsidiary, to any municipality or public authority with respect to any franchise, grant, license, permit or similar arrangement;
(g) the liens of any judgments or attachment in an aggregate amount not in excess of $10,000,000, or the lien of any judgment or attachment the execution or enforcement of which has been stayed or which has been appealed and secured, if necessary, by the filing of an appeal bond;
(h) any lien on any property held or used by the Company or a Restricted Subsidiary in connection with the exploration for, development of or production of oil, gas, natural gas (including liquefied gas and storage gas), other hydrocarbons, helium, coal, metals, minerals, steam, timber, geothermal or other natural resources or synthetic fuels, such properties to include, but not be limited to, the Company's or a Restricted Subsidiary's interest in any mineral fee interests, oil, gas or other mineral leases, royalty, overriding royalty or net profits interests, production payments and other similar interests, wellhead production equipment, tanks, field gathering lines, leasehold or field separation and processing facilities, compression facilities and other similar personal property and fixtures;
(i) any lien on oil, gas, natural gas (including liquefied gas and storage gas), and other hydrocarbons, helium, coal, metals, minerals, steam, timber, geothermal or other natural resources or synthetic fuels produced or recovered from any property, an interest in which is owned or leased by the Company or a Restricted Subsidiary;
(j) liens upon any property heretofore or hereafter acquired, constructed or improved, created at the time of acquisition or within one year thereafter to secure all or a portion of the purchase price thereof or the cost of such construction or improvement, or existing thereon at the date of acquisition, whether or not assumed by the Company or a Restricted Subsidiary, provided that every such lien shall apply only to the property so acquired or constructed and fixed improvements thereon;
(k) any extension, renewal or refunding, in whole or in part, of any lien permitted by subparagraph (j) above, if limited to the same property or any portion thereof subject to, and securing not more than the amount secured by, the lien extended, renewed or refunded;
(l) liens upon any property heretofore or hereafter acquired by any corporation that is or becomes a Restricted Subsidiary after the date hereof ("Acquired Entity") provided that every such lien (1) shall either (A) exist prior to the time the Acquired Entity becomes a Restricted Subsidiary or (B) be created at the time the Acquired Entity becomes a Restricted Subsidiary or within one year thereafter to secure all or a portion of the acquisition price thereof and (2) shall only apply to those properties owned by the Acquired Entity at the time it becomes a Restricted Subsidiary or thereafter acquired by it from sources other than the Company or any other Restricted Subsidiary;
(m) the pledge of current assets, in the ordinary course of business, to secure current liabilities;
(n) mechanics' or materialmen's liens, any liens or charges arising by reason of pledges or deposits to secure payment of workmen's compensation or other insurance, good faith deposits in connection with tenders, leases of real estate, bids or contracts (other than contracts for the payment of money), deposits to secure duties or public or statutory obligations, deposits to secure, or in lieu of, surety, stay or appeal bonds, and deposits as security for the payment of taxes or assessments or similar charges;
(o) any lien arising by reason of deposits with, or the giving of any form of security to, any governmental agency or any body created or approved by law or governmental regulation for any purpose at any time in connection with the financing of the acquisition or construction of property to secure payment ofbe used in the business of the Company or a Restricted Subsidiary or as required by law or governmental regulation as a condition to the transaction of any business or the exercise of any privilege or license, or to enable the Company or a Restricted Subsidiary to maintain self- insurance or to participate in any funds established to cover any insurance risks or in connection with workmen’s 's compensation, unemployment insurance, old age pensions or other social security obligationssecurity, or to share in the privileges or benefits required for companies participating in such arrangements;
(cp) liens on properties in respect any lien of judgments or awardsupon any office equipment, the Debt with respect to which is permitted by Section 8.2(edata processing equipment (including, without limitation, computer and computer peripheral equipment), or transportation equipment (including, without limitation, motor vehicles, tractors, trailers, marine vessels, barges, towboats, rolling stock and aircraft);
(dq) encumbrances any lien created or assumed by the Company or a Restricted Subsidiary in connection with the issuance of debt securities the interest on real estate consisting which is excludable from gross income of easementsthe holder of such security pursuant to the Internal Revenue Code, rights as amended, for the purposes of wayfinancing, zoning restrictionsin whole or in part, the acquisition or construction of property to be used by the Company or a Restricted Subsidiary; or
(r) the pledge or assignment of accounts receivable, or the pledge or assignment of conditional sales contracts or chattel mortgages and evidences of indebtedness secured thereby, received in connection with the sale by the Company or such Restricted Subsidiary or others of goods or merchandise to customers of the Company or such Restricted Subsidiary. In case the Company or any Restricted Subsidiary shall propose to pledge, mortgage, or hypothecate any Principal Property at any time owned by it to secure any indebtedness, other than as permitted by subdivision (a) to (r), inclusive, of this Section 303, the Company shall prior thereto give written notice thereof to the Trustee, and the Company shall or shall cause such Restricted Subsidiary to, prior to or simultaneously with such pledge, mortgage or hypothecation, by supplemental indenture executed to the Trustee (or to the extent legally necessary to another trustee or additional or separate trustee), in form satisfactory to the Trustee, effectively secure all the Notes equally and ratably with, or prior to, such indebtedness. Notwithstanding the foregoing provisions of this Section 303, the Company or a Restricted Subsidiary may issue, assume or guarantee indebtedness secured by a mortgage which would otherwise be subject to the foregoing restrictions on in an aggregate amount which, together with all other indebtedness of the use Company or a Restricted Subsidiary secured by a mortgage which (if originally issued, assumed or guaranteed at such time) would otherwise be subject to the foregoing restrictions (not including indebtedness permitted to be secured under clauses (a) through (r) above) and the Value of real property all Sale and defects Leaseback Transactions in existence at such time (other than any Sale and irregularities in the title theretoLeaseback Transaction which, landlord’s or lessor’s liens under leases if such Sale and Leaseback Transaction had been a lien, would have been permitted by paragraph (j) of this Section 303 and other than Sale and Leaseback Transactions as to which application of amounts have been made in accordance with paragraph (l) of this Section 303) does not at the Borrower or any Guarantor is a party, and other minor liens or encumbrances none time of which in the opinion incurrence of the Borrower and such Guarantor interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and such Guarantor, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower or such Guarantor; and
(e) liens securing Debt permitted under Section 8.2(b).indebtedness exceed 5% of
Appears in 1 contract
Sources: Supplemental Indenture (Reliant Energy Resources Corp)
Restrictions on Liens. The Borrower Company will not, and each Guarantor will not cause, permit, or suffer any of its Consolidated Subsidiaries to (ia) create or incur incur, or cause, permit, or suffer to be created or incurred or to exist exist, any Lien upon any of the Collateralits property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (iib) transfer any of such Collateral property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iiic) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device device, or arrangement; (ivd) suffer to exist any Indebtedness or claim or demand for a period of more than thirty (30) days after time such that the same shall have been incurred any Debt or claim or demand against it that if unpaid might by law Government Mandate or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (ve) sell, assign, pledge pledge, or otherwise transfer any Collateralaccounts, contract rights, general intangibles, chattel paper, or instruments, with or without recourse, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; provided that the Borrower Company and any Subsidiary of the Company may create or incur incur, or cause, permit, or suffer to be created or incurred or to exist (the “Permitted Liens”):exist:
(ai) liens Liens imposed by Government Mandate to secure taxes, assessments assessments, and other government charges in respect of obligations not overdue or liens on properties to secure claims for laborwhich are being contested in good faith and by appropriate proceedings diligently conducted, material or supplies if adequate reserves are maintained in accordance with GAAP;
(ii) statutory Liens of carriers, warehousemen, mechanics, suppliers, laborers, and materialmen, and other like Liens in the ordinary course of business, in each case in respect of obligations not overdueoverdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAP;
(biii) Liens arising out of pledges or deposits or pledges made in the ordinary course of business in connection with, or to secure payment of, workmen’s with workers’ compensation, unemployment insurance, old age pensions or insurance and other social security obligationslegislation, other than any Lien imposed by ERISA;
(civ) liens Liens on properties deposits to secure performance of bids or performance bonds and other similar Liens, in respect the ordinary course of judgments or awards, the Debt with respect to which is permitted by Section 8.2(e)business;
(dv) encumbrances Liens on real estate Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and property, defects and irregularities in the title thereto, landlord’s or lessor’s liens under leases to which the Borrower or any Guarantor is a party, and other minor liens or encumbrances Liens, provided, none of which such Liens in the reasonable opinion of the Borrower and such Guarantor Company interferes materially with the use of the affected property affected in the ordinary conduct of the business of the Borrower Company and such Guarantorits Subsidiaries;
(vi) the rights and interests of landlords and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect as lessee;
(vii) Liens outstanding on the business Closing Date and set forth on Schedule 7.3;
(viii) Liens in favor of either the Company or a Consolidated Subsidiary on all or part of the Borrower assets of any Subsidiary of the Company securing Indebtedness owing by such Subsidiary to the Company or such GuarantorConsolidated Subsidiary, as the case may be;
(ix) Liens on interests of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint venture;
(x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device);
(xi) Liens securing purchase money Indebtedness so long as such Liens are only on the asset acquired with such purchase money Indebtedness and secure only the Indebtedness incurred to purchase such asset;
(xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities of the Broker-Dealer Subsidiaries;
(xiii) Liens in favor of the Administrative Agent or any Bank to secure the Obligations; and
(exiv) liens Liens (in addition to those specified in clauses (i) through (xiii) above) securing Debt permitted under Section 8.2(bIndebtedness in an aggregate amount for the Company and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged to the Administrative Agent its coverage obligation in writing).
Appears in 1 contract
Sources: Revolving Credit Agreement (Alliancebernstein L.P.)
Restrictions on Liens. The Borrower will not, and each Guarantor will not permit any of its Subsidiaries to: (ia) create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of the Collateralits property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (iib) transfer any of such Collateral property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iiic) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (ivd) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Debt Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (ve) sell, assign, pledge or otherwise transfer any Collateralaccounts, contract right, general intangibles, chattel paper or instruments, with or without recourse; provided provided, that the Borrower or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist (the “Permitted Liens”):exist:
(ai) liens to secure taxes, assessments and other government charges in respect of obligations not overdue or liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue;
(bii) deposits or pledges made in connection with, or to secure payment of, workmen’s 's compensation, unemployment insurance, old age pensions or other social security obligationsobligations or to secure the performance of bids, tenders, contracts (other than for the repayment of borrowed money) or leases or to secure statutory obligations or surety or appeal bonds, or to secure indemnity, performance or other similar bonds in the ordinary course of business;
(c) liens on properties in respect of judgments or awards, the Debt with respect to which is permitted by Section 8.2(e);
(diii) encumbrances on real estate Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s 's or lessor’s 's liens under leases to which the Borrower or any Guarantor of its Subsidiaries is a party, and other minor liens or encumbrances none of which in the opinion of the Borrower and such Guarantor interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and such Guarantorits Subsidiaries, which defects do not individually or in the aggregate have or could reasonably be expected to have, a materially adverse effect Material Adverse Effect;
(iv) liens to lessors under Capitalized Leases permitted by Section 11.1(g) and purchase money security interests in or purchase money mortgages on personal property acquired after the business date hereof to secure purchase money Indebtedness of the Borrower type and amount permitted by Section 11.1(g), incurred in connection with the acquisition of such property, which security interests or such Guarantormortgages cover only the personal property so acquired; and
(ev) liens in favor of the Agent for the benefit of the Lenders under the Loan Documents;
(vi) liens arising in the ordinary course of business out of mechanics', carriers', laborers, material suppliers, workmen's, repairmen's or other like liens in respect of obligations which are not overdue, or making deposits to obtain the release of such liens or are being contested in good faith and by appropriate proceedings diligently conducted and for which proper reserve or other provision has been made in accordance with and to the extent required by GAAP so long as such liens do not gain priority over any of the liens in favor of the Agent for any of the Loans or any proceeds thereof;
(vii) making deposits to secure replevin, surety, attachment or appeal bonds relating to legal proceedings to which the Borrower or any of its Subsidiaries is a party;
(viii) bankers' liens, rights of set-off or similar rights as to accounts maintained with a financial institution;
(ix) liens in favor of vendors of goods arising as a matter of law securing the payment of the purchase price therefor so long as such liens attach only to the purchased goods;
(x) incurring liens arising out of judgments or awards against the Borrower or any of its Subsidiaries with respect to which it is currently engaged in proceedings for review or appeal and with respect to which it shall have secured a stay of execution pending such proceedings for review or appeal.
(xi) any interest of title of a licensor, sublicensor, lessor or sublessor, lessee or sublessee, in each case under any license or lease agreement in the ordinary course of business arising solely under a state statute or common law and liens arising from Uniform Commercial Code financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) solely evidencing a lessor's interest under leases;
(xii) liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;
(xiii) liens arising solely under a state statute or common law in connection with the purchase, storage or shipping of goods or assets on the related goods or assets and proceeds thereof in favor of the seller, or shipper of such goods or assets; and
(xiv) liens arising under the Senior Debt permitted under Section 8.2(b)Documents securing the Senior Debt.
Appears in 1 contract
Sources: Subordinated Loan Agreement (Cyalume Technologies Holdings, Inc.)
Restrictions on Liens. The Each of Holdings and the Borrower will not, and each Guarantor will not permit any of its Subsidiaries to, (ia) create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of the Collateralits property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (iib) transfer any of such Collateral property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iiic) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (ivd) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Debt Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (ve) sell, assign, pledge or otherwise transfer any Collateralaccounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse; provided that Holdings, the Borrower and any Subsidiary of Holdings or the Borrower may create or incur or suffer to be created or incurred or to exist (the “Permitted Liens”):exist:
(ai) liens to secure taxes, assessments and other government charges in respect of obligations not overdue or liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue;
(bii) deposits or pledges made in connection with, or to secure payment of, workmen’s 's compensation, unemployment insurance, old age pensions or other social security obligations;
(ciii) liens on properties other than the Mortgaged Properties in respect of judgments or awards, the Debt Indebtedness with respect to which is permitted by Section 8.2(e(S)9.1(d);
(div) liens of carriers, warehousemen, mechanics and materialmen, and other like liens on properties, in existence less than 120 days from the date of creation thereof in respect of obligations not overdue;
(v) encumbrances on real estate Real Estate other than the Mortgaged Properties consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s 's or lessor’s 's liens under leases to which Holdings, the Borrower or any Guarantor a Subsidiary of Holdings or the Borrower is a party, and other minor liens or encumbrances none of which in the opinion of Holdings or the Borrower and such Guarantor interferes materially with the use of the property affected in the ordinary conduct of the business of Holdings, the Borrower and such Guarantortheir Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower individually or of Holdings, the Borrower and their Subsidiaries on a consolidated basis;
(vi) liens existing on the date hereof and listed on Schedule 9.2 hereto;
(vii) purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by (S)9.1(g), incurred in connection with the acquisition of such Guarantorproperty, which security interests or mortgages cover only the real or personal property so acquired;
(viii) liens in favor of the Agent for the benefit of the Banks and the Agent under the Loan Documents;
(ix) liens in favor of BKC to the extent provided in the Franchise Agreements and Leases; and
(ex) liens securing Debt permitted under Section 8.2(b)on assets of the Unrestricted Subsidiaries.
Appears in 1 contract
Restrictions on Liens. The Borrower and each Guarantor Company will not (i) create or incur or suffer to be created or incurred or to exist any Lien Liens upon any of the Collateralits property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (ii) transfer any of such Collateral property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iii) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (iv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Debt Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (v) sell, assign, pledge or otherwise transfer any Collateralaccounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse; provided PROVIDED that the Borrower Company may create or incur or suffer to be created or incurred or to exist (the “Permitted Liens”):exist:
(a) liens to secure taxes, assessments and assessments, other government charges in respect of obligations not overdue or liens on properties to secure and claims for labor, material or supplies not yet due or which are being contested in respect of obligations not overduegood faith by appropriate proceedings promptly initiated and diligently conducted, if such reserve or other appropriate provision, if any, as shall be required by generally accepted accounting principles shall have been made therefor;
(b) deposits or pledges made in connection with, or to secure payment of, workmen’s 's compensation, unemployment insurance, old age pensions or other social security obligations;
(c) liens on properties in respect of judgments or awards, the Debt Indebtedness with respect to which is permitted by Section 8.2(e5.2(d);
(d) liens of carriers, warehousemen, mechanics and materialmen, and other like liens on properties in existence less than 120 days from the date of creation thereof in respect of obligations not overdue;
e) encumbrances on real estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s 's or lessor’s 's liens under leases to which the Borrower or any Guarantor Company is a party, and other minor liens or encumbrances none of which in the opinion of the Borrower and such Guarantor Company interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and such GuarantorCompany, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower Company;
f) Liens existing on the date hereof and listed on SCHEDULE 5.4(f) hereto;
g) purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by Section 5.2(g), incurred in connection with the acquisition of such Guarantorproperty, which security interests or mortgages cover only the real or personal property so acquired; and
(e) liens securing Debt permitted under Section 8.2(b).
Appears in 1 contract
Sources: Note Purchase Agreement (Endocardial Solutions Inc)
Restrictions on Liens. The Borrower will not, and each Guarantor will cause its Subsidiaries not (i) to, create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any property or assets of the Collateralany character, whether now owned or hereafter acquired, or upon the income or profits therefrom; (ii) or transfer any of such Collateral property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iii) or acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (iv) or suffer to exist for a period of more than thirty (30) 30 days after the same shall have been incurred any Debt Indebtedness or claim or demand against it that which if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (v) sell, assign, pledge or otherwise transfer any Collateralaccounts, contract rights, general intangibles or chattel paper, with or without recourse; provided that the Borrower may create or incur or suffer to be created or incurred or to exist , except as follows (the “"Permitted Liens”"):
(a) Liens existing on the Effective Date and listed on Schedule 9.2(a) hereto;
(b) Liens securing Indebtedness permitted by Section 9.1(b)(i) hereof; provided that the assets subject to such liens and security interests shall be limited to those contracts to which such guaranty, suretyship or indemnification obligations relate and the rights to payment thereunder;
(c) Liens securing Indebtedness permitted under Sections 9.1(d) and (e) (provided that Liens created pursuant to a Permitted Receivables Transaction are only on the receivables (and related contract rights, general intangibles, and chattel paper) so transferred and securing only the obligations with respect thereto);
(d) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue;
(be) deposits Deposits or pledges made in connection with, or to secure payment of, workmen’s 's compensation, unemployment insurance, old age pensions or other social security obligations;
(cf) liens on properties Liens in respect of judgments or awards, awards which have been in force for less than the Debt with applicable period for taking an appeal so long as execution is not levied thereunder or in respect to of which is permitted by Section 8.2(e)the Borrower (or any Subsidiary) shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review and in respect of which the Borrower maintains adequate reserves;
(dg) encumbrances Liens of carriers, warehousemen, mechanics and materialmen, and other like liens, in existence less than 120 days from the date of creation thereof in respect of obligations not overdue, provided that such liens may continue to exist for a period of more than 120 days if the validity or amount thereof shall currently be contested by the Borrower (or any Subsidiary) in good faith by appropriate proceedings and if the Borrower shall have set aside on real estate its books adequate reserves with respect thereto as required by GAAP and provided further that the Borrower (or any Subsidiary) will pay any such claim forthwith upon commencement of proceedings to foreclose any such lien; and
(h) Encumbrances consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s 's or lessor’s 's liens under leases to which the Borrower or any Guarantor Subsidiary is a party, and other minor liens or encumbrances none of which in the opinion of the Borrower and such Guarantor interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and such Guarantoror any of its Subsidiaries, which defects do not individually or in the aggregate have a materially material adverse effect on the business of the Borrower or any Subsidiary individually or of the Borrower and its Subsidiaries on a consolidated basis. The Borrower and the Guarantor covenant and agree that if either of them or any of their Subsidiaries shall create or assume any lien upon any of their respective properties or assets, whether now owned or hereafter acquired, other than Permitted Liens (unless prior written consent shall have been obtained from the Banks), the Borrower and the Guarantor will make or cause to be made effective provision whereby the Obligations and the Guaranteed Obligations will be secured by such Guarantorlien equally and ratably with any and all other Indebtedness thereby secured so long as such other Indebtedness shall be so secured; and
(e) liens securing Debt permitted provided, that the covenants of the Borrower and the Guarantor contained in this sentence shall only be in effect for so long as the Borrower or the Guarantor shall be similarly obligated under Section 8.2(b)any other Indebtedness; provided, further, that an Event of Default shall occur for so long as such other Indebtedness becomes secured notwithstanding any actions taken by the Borrower or the Guarantor to ratably secure the Obligations and the Guaranteed Obligations hereunder.
Appears in 1 contract
Restrictions on Liens. The Borrower will not, and each Guarantor will not permit any of its Subsidiaries to, (i) create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of the Collateralits property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (ii) transfer any of such Collateral property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iii) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (iv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Debt Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (v) sell, assign, pledge or otherwise transfer any Collateralaccounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse; provided that the Borrower and any Subsidiary of the Borrower may create or incur or suffer to be created or incurred or to exist (the “"Permitted Liens”"):
(a) liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower;
(b) liens to secure taxes, assessments and other government charges in respect of obligations not overdue or liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue;
(bc) deposits or pledges made in connection with, or to secure payment of, workmen’s 's compensation, unemployment insurance, old age pensions or other social security obligations;
(cd) liens on properties in respect of judgments or awards, the Debt Indebtedness with respect to which is permitted by Section 8.2(e9.1(e);
(de) liens of carriers, warehousemen, mechanics and materialmen, and other like liens on properties, in existence less than 120 days from the date of creation thereof in respect of obligations not overdue;
(f) encumbrances on real estate Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s 's or lessor’s 's liens under leases to which the Borrower or any Guarantor a Subsidiary of the Borrower is a party, and other minor liens or encumbrances none of which in the opinion of the Borrower and such Guarantor interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and such Guarantorits Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower individually or of the Borrower and its Subsidiaries on a consolidated basis;
(g) liens existing on the date hereof and listed on Schedule 9.2 hereto;
(h) purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money Indebtedness in an amount permitted by Section 9.1(i), incurred in connection with the acquisition of such Guarantorproperty, which security interests or mortgages cover only the real or personal property so acquired;
(i) liens in favor of the Senior Collateral Agent, for the benefit of the Senior Lenders and the Senior Agents, under the Senior Loan Documents; provided that such liens are subject to the Intercreditor Agreement;
(j) liens to secure obligations under the Secured Convertible Note Documents;
(k) liens to secure obligations under any notes provided to the trade vendors pursuant to the Trade Vendor Extension Agreement; provided that such liens are subject to the Trade Vendor Intercreditor Agreement; and
(el) liens on inventory and proceeds thereof (up to the cost thereof to the Borrower or such Subsidiary) held on consignment from trade vendors securing Debt permitted under Section 8.2(b)obligations to return or pay the purchase price of such inventory.
Appears in 1 contract
Sources: Bridge Term Loan Credit Agreement (Whitehall Jewellers Inc)
Restrictions on Liens. The Borrower will not, and each Guarantor will not permit any of its Subsidiaries to, (ia) create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of the Collateralits property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (iib) transfer any of such Collateral property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Debt Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iiic) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (ivd) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Debt Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (ve) sell, assign, pledge or otherwise transfer any Collateral, "receivables" as defined in clause (g) of the definition of the term "Indebtedness," with or without recourse; provided that the Borrower or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist (the “Permitted Liens”):exist:
(ai) liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower to the extent permitted by (S)8.1(i);
(ii) liens to secure taxes, assessments and other government charges in respect of obligations not overdue or liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue;
(biii) deposits or pledges made in connection with, or to secure payment of, workmen’s 's compensation, unemployment insurance, old age pensions or other social security obligations;
(civ) liens on properties in respect of judgments or awards, awards that have been in force for less than the Debt with applicable period for taking an appeal so long as execution is not levied thereunder or in respect to of which is permitted by Section 8.2(e)the Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review;
(dv) liens of carriers, warehousemen, mechanics and materialmen, and other like liens on properties in existence less than 120 days from the date of creation thereof in respect of obligations not overdue;
(vi) encumbrances on real estate Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s 's or lessor’s 's liens under leases to which the Borrower or any Guarantor a Subsidiary of the Borrower is a party, and other minor liens or encumbrances none of which in the opinion of the Borrower and such Guarantor interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and such Guarantorits Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower individually or such Guarantorof the Borrower and its Subsidiaries on a consolidated basis;
(vii) liens existing on the date hereof and listed on Schedule 8.2 hereto and liens existing in accordance with the provisions of (S)8.1(d) securing permitted renewals, extensions and refinancings of the Indebtedness provided for therein;
(viii) liens on the assets of Varian Japan to secure the Indebtedness permitted by (S)8.1(g) hereof; and
(eix) purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by (S)8.1(c), incurred in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired and liens securing Debt in favor of lessors under Capitalized Leases or Synthetic Leases on assets subject to Capitalized Leases or Synthetic Leases permitted under Section 8.2(b)by (S)8.1(c) hereof.
Appears in 1 contract
Sources: Revolving Credit Agreement (Varian Semiconductor Equipment Associates Inc)